Anti-Bribery and Anti-Corruption Policy

Effective Date: June 1, 2026

 

1. Policy Statement

Nerd Holdings Corporation (“Company,” “we,” “our,” or “us”) maintains a zero-tolerance policy toward bribery, corruption, and unethical business practices.

We are fully committed to conducting business:

  • With integrity, transparency, and accountability
  • In compliance with all applicable laws and regulations
  • In accordance with the ethical standards expected in every jurisdiction in which we operate

This includes strict compliance with:

  • The United States Foreign Corrupt Practices Act (FCPA) and all applicable federal and state laws
  • All applicable local, national, and international anti-corruption laws

 

2. Scope

This Policy applies to:

  • All employees, officers, and directors
  • Contractors, consultants, and agents
  • Any third party acting on behalf of the Company

This policy applies to all operations, both domestic and international.

 

3. Prohibition of Bribery and Corruption

Zero Tolerance

The Company strictly prohibits:

  • Offering, giving, promising, or authorizing any bribe
  • Requesting or accepting any improper payment or advantage
  • Engaging in kickbacks, facilitation payments, or any form of corruption

This includes offering or accepting anything of value, including:

  • Cash or equivalents
  • Gifts or entertainment
  • Services or favors
  • Discounts, travel, or benefits

The FCPA defines “anything of value” broadly, extending beyond cash to include benefits and advantages.

 

4. Facilitation Payments

Facilitation payments (sometimes called “grease payments”) are strictly prohibited, regardless of amount.

These include payments intended to:

  • Expedite routine government actions
  • Influence regulatory or administrative processes

Such payments are considered a form of bribery and are not permitted under this policy.

 

5. Gifts, Hospitality, and Business Courtesies

The Company allows reasonable and appropriate business courtesies only when they:

  • Are of nominal value
  • Are not intended to influence decisions improperly
  • Comply with applicable laws and ethical standards

Improper gifts or benefits that create or appear to create undue influence are prohibited. Policies typically require such practices to be transparent, proportionate, and not used to gain unfair advantage.

 

6. Third-Party Relationships

The Company may be held responsible for actions taken by third parties acting on its behalf.

Therefore:

  • We conduct appropriate due diligence before engaging third parties
  • We require third parties to comply with this Policy
  • We prohibit using third parties to indirectly engage in bribery

Companies cannot avoid liability by acting through intermediaries.

 

7. Compliance with Laws

We strictly comply with:

  • All applicable U.S. federal, state, and local laws
  • All anti-corruption and anti-bribery laws in the jurisdictions where we operate

Even if local practices or customs differ, this Policy must always be followed.

 

8. Recordkeeping and Transparency

The Company is committed to:

  • Maintaining accurate books and records
  • Ensuring all transactions are properly documented
  • Preventing false or misleading accounting entries

The FCPA requires companies to maintain accurate records and internal controls to prevent corruption.

 

9. Reporting Violations

All individuals covered by this Policy must:

  • Report suspected or actual violations immediately
  • Cooperate with investigations

Reports may be made to:

Legal Operations

No Retaliation

The Company strictly prohibits retaliation against anyone who reports concerns in good faith.

 

10. Enforcement and Disciplinary Action

Violations of this Policy may result in:

  • Disciplinary action (including termination)
  • Contract termination (for third parties)
  • Legal action, where applicable

 

11. Responsibilities

All personnel are responsible for:

  • Understanding and following this Policy
  • Avoiding situations that may lead to bribery or corruption
  • Acting ethically in all business interactions

 

12. Policy Review and Updates

This Policy will be reviewed periodically to ensure compliance with applicable laws and business practices.

 

13. Contact Information

Legal Name: Nerd Holdings Corporation
Address: 17197 N Laurel Park Drive, Suite 240, Livonia, MI 48152-7914

 

  1. Subsidiaries and Affiliates Coverage

 This Policy applies to all: 

  • Subsidiaries
  • Affiliates
  • Controlled entities
  • Operating companies under common ownership or management

(collectively, the “Company”). 

 

All subsidiaries and affiliated entities are required to: 

  • Adopt and adhere to this Anti-Bribery and Anti-Corruption Policy
  • Operate in full compliance with applicable anti-corruption laws
  • Maintain internal controls and procedures consistent with this Policy

 

Where local policies exist, they must meet or exceed the standards outlined herein. 

The Company expects all entities under its control—including portfolio companies and operating divisions—to uphold the same zero-tolerance stance on bribery and corruption, regardless of geographic location or local business practices. 

 

  1. Vendor, Supplier, and Partner Certification Requirement

The Company requires all vendors, suppliers, contractors, consultants, and business partners (“Third Parties”) to comply with this Policy. 

 

Certification Requirement 

As a condition of doing business with the Company, Third Parties must: 

  • Acknowledge and agree to comply withapplicable anti-bribery and anti-corruption laws 
  • Certify that they will not engage in bribery, corruption, or unethical conduct
  • Confirm they have not offered or accepted improper payments on behalf of the Company

This certification may be required: 

  • During onboarding or vendor approval
  • As part of contractual agreements
  • Periodically for ongoing relationships

 

Required Standards 

Third Parties must: 

  • Avoid direct or indirect bribery (including through intermediaries)
  • Maintainaccurate financial records related to Company business 
  • Report any suspected violations immediately
  • Cooperate with audits or compliance reviews if requested

 

Non-Compliance 

The Company reserves the right to: 

  • Suspend or terminateany relationship 
  • Cancel contracts without notice
  • Report violations to appropriate authorities

if a Third Party fails to meet these requirements.