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Cloud Dealership PolicyLast Updated - May 10, 2022

These Policies constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Nexa Global Holdings Limited, doing business as Nexa ("Nexa", “we”, “us”, or “our”), concerning your engagement as a dealer of goods sold at the eCommerce marketplace www.nexa.store. The term “Cloud” refers to the internet and/or managing operation(s) using an internet facility.

1. Scope

This policy is applicable to Nexa Global Holdings Limited and to dealers with whom Nexa engages virtually and/or physically.

2. Purpose

2.1 This Policy and Procedures sets out how Nexa engages individuals and/or businesses (“Dealers”) with reference to applicable laws in Bangladesh.

2.2 This Policy and Procedures are in place to ensure that Nexa has structured processes of:

a) Application and approval in the recruitment and selection of “Dealers”; and

b) Monitoring and management of its “Dealers”.

3. Policy Principles

3.1 All cloud “Dealers” are required to enter into a dealership agreement with Nexa on paper or virtually.

3.2 Nexa maintains current details of Cloud “Dealers” with whom Nexa has an effective agreement.

3.3 A current list of dealers is also available on Nexa’s marketplace and the list will be updated at least biannually or whenever a new “Dealer” is appointed whichever occurs first by the Chief Operating Officer.

3.4 All Nexa’s Cloud “Dealers” are expected to act honestly and in good faith and not to engage in misleading and deceptive conduct in providing service to the customers.

3.5 Nexa has established processes to monitor its Cloud Dealers. Nexa will investigate, suspend and/or terminate dealers who act in a dishonest, unethical, or unprofessional manner in their representation of Nexa or its affiliates and/or providing services to the customers.

4. Dealer Application and Approval

4.1 Dealers are generally sourced by Nexa based on markets selected by management.

4.2 New dealers can also be sourced, with assistance, from existing Nexa approved dealers; or

4.3 Any individual can also make an inquiry about becoming a Nexa approved dealer by:

a) Contacting Nexa directly by phone or email

b) Visiting Nexa Head Office

4.4 Before an application to become a dealer is approved, due diligence checks must be undertaken regarding the enquiring Individual’s or Company’s profile, which will include but not be limited to checking the:

a) Names of the agency and director(s) or authorized representative(s) that will sign the agreement; and

b) Personal details of Individual applicants

c) Business Registration, Reference contact details

4.5 If the dealer’s application is not approved following a due diligence check, the dealer will be notified in writing by the Nexa management or delegate.

4.6 If Nexa decides to continue with a dealer application, Nexa will conduct a reference check on the dealer.

4.7 If all due diligence checks are acceptable toNEXA, NEXA may approve a dealer’s application if the dealer’s recruitment supports NEXA’s business needs. In such cases, a Dealer Agreement will be created and sent to the dealer for execution.

4.8 The Dealer Agreement outlines NEXA and the dealers’ duties and responsibilities.

4.9 The dealer has three (3) months to sign and return the agreement to NEXA.

4.10 Once NEXA receives the signed agreement, NEXA will

a) Create a new dealer account in NEXA;

b) Add the dealer to the website dealer list

5. Warning and Termination

5.1 A warning letter may be sent to a dealer where they are deemed in NEXA’s reasonable perspective to be non-performing. Where a warning is issued, it is entirely the Chief Operating Officer’s discretion as to what the recommendation for action will be. In the first instance and in cases where a non-performance issue is deemed minor, a letter or email of warning will be sent.

5.2 When a dealer has been deemed to be in severe breach of an item stipulated in the NEXA Dealer Agreement then a letter informing the dealer of termination is sent and the dealer is given the right of reply to NEXA.

5.3 NEXA supports a dealer’s right to appeal any decisions made by the business regarding their Dealer Agreement. Dealers must address their appeal in writing with any supporting documentation. The Chief Operating Officer will review the appeal and establish if the dealer is eligible for a probationary extension of the Dealer Agreement. It is at the discretion of the Chief Operating Officer to decide whether the dealer’s response justifies the situation in question.

5.4 Authority to terminate dealer agreements ultimately rests with the Board of Directors.

5.5 NEXA will remove the dealer from the website within 5 calendar days of the termination being effective.

5.6 The terminated dealer will be removed from the dealer list on NEXA’s website effective immediately.

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