1. Introduction & Purpose

This Ethics Hotline / Speak Up Policy (the "Policy") establishes the guidelines and procedures for reporting suspected violations of the Nexly Corporation ("Nexly" or the "Company") Code of Conduct, Company policies, or any applicable laws and regulations. Located at 701 South Street Suite 100, Mountain Home, AR 72653, Nexly is committed to maintaining the highest ethical standards, fostering a culture of integrity, and creating a safe and supportive environment where employees, contractors, vendors, and other stakeholders (collectively, "Reporting Parties") feel comfortable raising concerns without fear of retaliation. This Policy is designed to:

• Promote Ethical Conduct: Encourage ethical behavior and provide a mechanism for identifying and addressing unethical conduct.
• Protect Whistleblowers: Protect Reporting Parties from retaliation for reporting suspected wrongdoing in good faith.
• Ensure Confidentiality: Maintain the confidentiality of reports, to the extent possible, to protect the privacy of the Reporting Party and the integrity of any investigation.
• Facilitate Investigations: Provide a clear and efficient process for investigating reported concerns.
• Ensure Accountability: Ensure that appropriate action is taken to address confirmed instances of misconduct.
• Comply with Laws and Regulations: Comply with all applicable laws and regulations related to whistleblower protection and ethical reporting.
• Provide Multiple Reporting Channels: Provide multiple channels for reporting concerns, including an independent third-party Ethics Hotline.
• Foster a Culture of Integrity: Encourage a culture of integrity, openness, and accountability.

This Policy applies to all Nexly employees, officers, directors, contractors, vendors, and other stakeholders. This Policy is to be read in conjunction with other Company policies, including, but not limited to, the Code of Conduct, the Anti-Discrimination & Equal Opportunity Policy, the Information Security Policy, and the Data Privacy Policy.

2. Covered Conduct

This Policy covers a wide range of conduct, including, but not limited to:

• Violations of the Code of Conduct: Any conduct that violates the Nexly Corporation Code of Conduct, including, but not limited to, conflicts of interest, insider trading, and improper use of company assets.
• Financial Misconduct: Fraud, embezzlement, theft, accounting irregularities, financial reporting violations, and other financial improprieties.
• Bribery and Corruption: Bribery, kickbacks, and other forms of corruption.
• Discrimination and Harassment: Discrimination, harassment, and other forms of workplace misconduct. See also the Anti-Discrimination & Equal Opportunity Policy.
• Violation of Laws and Regulations: Violation of any applicable laws, regulations, or industry standards, including securities laws, environmental regulations, and data privacy laws.
• Data Privacy and Security Breaches: Violations of data privacy or information security policies. See also the Data Privacy Policy and Information Security Policy.
• Misuse of Company Assets: Any unauthorized or improper use of company property, resources, or funds.
• Retaliation: Any adverse action taken against a Reporting Party for reporting suspected wrongdoing in good faith.
• Other Unethical Behavior: Any other behavior that is deemed unethical or violates Nexly's values.
• Violation of the Ethical Sourcing Policy
• Violation of the Mobile App Security Policy

3. Reporting Channels

Nexly Corporation provides multiple channels for Reporting Parties to report suspected misconduct or unethical behavior. Reporting Parties are encouraged to use the reporting channels that they feel most comfortable with.

• 3.1. Ethics Hotline:
  • Independent Third-Party: Nexly has established an Ethics Hotline, which is operated by an independent third-party vendor. This ensures confidentiality and provides an anonymous reporting option.
  • Accessibility: The Ethics Hotline can be accessed by:
    • Phone: Calling [Specify Hotline Phone Number], available [Specify Hours of Operation and Time Zone, e.g., 24 hours a day, 7 days a week, with operators available in multiple languages].
    • Website: Visiting [Specify Hotline Website Address], available [Specify Availability, e.g., 24/7].
  • Anonymous Reporting: The Ethics Hotline allows Reporting Parties to submit reports anonymously.
• 3.2. Other Reporting Channels: Reporting Parties may also report concerns through the following channels:
  • Manager or Supervisor: Reporting the concern to their immediate supervisor or manager. This is often the first and most direct avenue, unless the manager is involved in the suspected misconduct.
  • Human Resources Department: Contacting the Human Resources Department (Contact Information: [Specify Contact Information, e.g., hr@nexlycorp.com or 555-1212]).
  • Legal Counsel: Contacting the Company’s Legal Counsel.
• 3.3. Encouragement and Support: All employees are expected to reach out to these resources with concerns.

4. Reporting Guidelines

When reporting a concern, Reporting Parties should provide as much detail as possible to allow for a thorough investigation. The following information is helpful:

• 4.1. Specifics of the Concern: A clear and concise description of the suspected misconduct or unethical behavior.
• Names of Individuals Involved: The names of the individuals involved, if known.
• Date(s) and Time(s): The date(s) and time(s) of the incident(s).
• Supporting Documentation or Evidence: Any supporting documentation or evidence, such as emails, documents, or other relevant information.
• Contact Information (Optional): Contact information for the Reporting Party (although this is optional if the report is submitted anonymously).
• Location of the event/action.
• Frequency of occurrence.

Reporting Parties are encouraged to report concerns in good faith, meaning they have a reasonable belief that the information they are providing is true. Nexly will not tolerate false or malicious reports.

5. Confidentiality

Nexly Corporation is committed to protecting the confidentiality of reports made under this Policy.

• 5.1. Confidentiality Measures:
  • Limited Disclosure: Information will be disclosed only to those individuals who need to know it to conduct a thorough investigation, such as the investigator, the Legal Department, Human Resources, and other relevant personnel.
  • Anonymous Reporting: The Ethics Hotline allows Reporting Parties to submit reports anonymously. Nexly will protect the anonymity of Reporting Parties to the extent possible, consistent with the need to conduct a thorough investigation and with legal requirements.
  • Secure Handling of Information: All reports and related information will be handled securely and kept confidential.
• 5.2. Limited Guarantees: While Nexly will make every reasonable effort to maintain confidentiality, it cannot guarantee complete confidentiality in all circumstances. In some cases, it may be necessary to disclose information to law enforcement, regulatory agencies, or other third parties to comply with legal requirements or to conduct a thorough investigation. In addition, if a Reporting Party has provided contact information, or if an investigation cannot proceed without revealing the Reporting Party's identity, their identity may need to be disclosed.

6. Investigation Process

Nexly Corporation will conduct a thorough and impartial investigation of all reported concerns.

• 6.1. Initial Assessment: Upon receiving a report, the designated recipient (e.g., the Head of HR, the Legal Department, the Ethics Hotline) will conduct an initial assessment to determine:
  • Whether the report falls within the scope of this Policy.
  • The nature and severity of the alleged misconduct.
  • The appropriate course of action.
• 6.2. Investigation:
  • Qualified Investigator: The investigation will be conducted by a qualified investigator, such as the Legal Department, Human Resources, or an independent third-party investigator.
  • Objectivity and Impartiality: The investigator will conduct the investigation in an objective and impartial manner.
  • Information Gathering: The investigator will gather information, which may include:
    • Interviewing the Reporting Party.
    • Interviewing the subject(s) of the report.
    • Interviewing witnesses.
    • Reviewing relevant documents and records.
    • Collecting and examining any relevant evidence.
  • External Expert Consultation: Nexly may consult with external experts (e.g., legal counsel, forensic accountants) to assist with the investigation, if needed.
  • Timeliness: The investigation will be conducted promptly and efficiently, typically within [Specify Timeframe, e.g., 30-60 days], although some investigations may take longer depending on the complexity of the issues. The Reporting Party will be kept informed, as appropriate, of the progress of the investigation.
• 6.3. Findings and Conclusions:
  • Written Report: The investigator will prepare a written report summarizing the findings of the investigation, including:
    • The allegations.
    • The evidence gathered.
    • The findings of fact.
    • The conclusions.
    • Recommendations for corrective action, if any.
  • Communication of Results: To the extent permitted by law and while protecting the privacy of individuals, Nexly will communicate the results of the investigation to the Reporting Party (if they have provided contact information) and the subject(s) of the report.

7. Protection Against Retaliation

Nexly Corporation strictly prohibits retaliation against any Reporting Party who, in good faith, reports suspected misconduct or unethical behavior.

• 7.1. Definition of Retaliation: Retaliation is any adverse action taken against a Reporting Party because they reported suspected wrongdoing. This includes, but is not limited to:
  • Termination of employment or contract.
  • Demotion.
  • Harassment.
  • Discrimination.
  • Loss of opportunities.
  • Any other adverse employment action.
• 7.2. Prohibition of Retaliation: Nexly will not tolerate retaliation against any Reporting Party.
• 7.3. Reporting Retaliation: Any employee who believes they have been retaliated against for reporting suspected wrongdoing should report it immediately to their manager, Human Resources, or the Ethics Hotline. The report should be as specific as possible.
• 7.4. Investigation of Retaliation: Any allegations of retaliation will be investigated promptly and thoroughly.
• 7.5. Consequences of Retaliation: Any employee found to have engaged in retaliation will be subject to disciplinary action, up to and including termination of employment.

8. Corrective Action

If an investigation confirms that misconduct or unethical behavior has occurred, Nexly Corporation will take appropriate corrective action.

• 8.1. Disciplinary Action: Disciplinary action may be taken against any individual found to have engaged in misconduct or unethical behavior, up to and including termination of employment or contract.
• 8.2. Remedial Measures: Nexly will take appropriate remedial measures to address the misconduct, which may include:
  • Corrective Action: Requiring individuals to take corrective action to address their conduct.
  • Training: Requiring individuals to undergo training on ethics, compliance, or other relevant topics.
  • Policy Improvements: Revising company policies and procedures to prevent future misconduct.
  • Restitution: Seeking restitution for any financial losses incurred by the Company.
  • Legal Action: Pursuing legal action against the individuals involved, if warranted.
• 8.3. Notification (If Required or Permitted): In certain circumstances, Nexly may notify the relevant authorities, such as law enforcement or regulatory agencies, of the misconduct.

9. Training and Awareness

Nexly Corporation is committed to providing employees with training and awareness programs to promote ethical conduct and to ensure they understand their rights and responsibilities under this Whistleblower & Ethics Reporting Policy.

• 9.1. Mandatory Training: All employees will be required to complete training on the Code of Conduct and this Whistleblower & Ethics Reporting Policy.
  • Training Frequency: Training will be provided [Specify Frequency, e.g., annually] or more frequently as needed.
  • Content: Training will cover the key principles of ethical conduct, the provisions of this Policy, the reporting procedures, the protection against retaliation, and the use of the Ethics Hotline.
• 9.2. Awareness Campaigns: Nexly will conduct ongoing awareness campaigns to reinforce the importance of ethical conduct and to promote a culture of integrity.
• 9.3. Managerial and Leadership Training: Managers and leaders will be trained to understand how to support employees who report concerns.

10. Policy Review & Amendments

This Whistleblower & Ethics Reporting Policy will be reviewed and updated regularly to ensure its continued effectiveness and compliance with applicable laws and regulations.

• Review Frequency: This Policy will be reviewed at least [Specify Frequency, e.g., annually] or more frequently as needed, such as in response to changes in the Company's business, the legal and regulatory landscape, or industry best practices.
• Review Process: The review process will involve:
  • Input from Stakeholders: Seeking input from relevant stakeholders, including the Ethics Committee, Legal Counsel, Human Resources, and employees.
  • Effectiveness Assessment: Assessing the effectiveness of the Ethics Hotline and the overall ethics program.
  • Legal and Regulatory Review: Ensuring that the Policy complies with all applicable laws and regulations, including Sarbanes-Oxley Act, if applicable.
• Policy Amendments and Communication: Any amendments to this Policy will be approved by [Specify Approving Authority, e.g., the Board of Directors or the Executive Leadership Team] and communicated to all employees through [Specify Communication Channels, e.g., company-wide email, intranet posting, training sessions].
• Policy Ownership: The Legal Department, in collaboration with Human Resources, is responsible for maintaining and updating this Policy.

**Acknowledgement:** By accepting employment with Nexly Corporation, all employees, contractors, and other involved parties are deemed to acknowledge that they have read, understood, and agree to abide by the terms and conditions outlined in this Whistleblower & Ethics Reporting Policy.