Memorandum of Understanding

Non-binding · B2B vehicle export cooperation · Republic of Korea

1. Parties

2. Background and Intent

The Parties wish to explore a cooperation under which TOPEX, acting as an export facilitator, sourcing partner and export coordinator, provides vehicle sourcing, inspection coordination, export documentation and shipping coordination services for the export of used vehicles from the Republic of Korea to the Counterparty's market. TOPEX is not necessarily the owner of the vehicles; most vehicles may be owned by Korean dealers, distributors or private sellers. This Memorandum records the Parties' current intentions and the basis on which they will discuss a fuller cooperation.

3. Areas of Cooperation

1. Sourcing of used vehicles from the South Korean market on request;
2. Optional, paid pre-purchase inspection (USD 150 per vehicle);
3. Preparation of standard export documentation;
4. Coordination of international shipping to destination ports, quoted case-by-case.

4. Commercial Understanding

The Parties acknowledge that vehicle availability is controlled by third-party suppliers (Korean dealers, distributors or private sellers) and is not guaranteed before confirmation; that a reservation deposit is generally required before a vehicle is reserved and is generally non-refundable once the vehicle is reserved, purchased or committed to a supplier; that payments are made by bank transfer only; and that shipping rates and schedules are indicative and quoted per transaction. Specific vehicles, prices and timelines are agreed separately for each transaction.

5. Legal Status

This Memorandum of Understanding is not legally binding except for confidentiality and compliance obligations, unless otherwise agreed in writing. It does not create any obligation to enter into any transaction and does not constitute an exclusive arrangement.

6. Confidentiality

Each Party shall keep confidential the non-public information disclosed by the other in connection with this Memorandum and use it only to evaluate and pursue the cooperation. This obligation is binding and survives the end of discussions.

7. Sanctions and Compliance

The Parties will act in accordance with applicable law. TOPEX complies with Korean export regulations and with applicable banking, anti-money-laundering (AML) and export-control requirements, and reserves the right to reject or decline any transaction that may violate Korean law, export-control regulations, sanctions requirements, banking compliance requirements or anti-money-laundering regulations. TOPEX does not participate in sanctions evasion, trade-restriction circumvention, document falsification, invoice manipulation or any other unlawful activity. This obligation is binding.

8. Term

This Memorandum takes effect on signing and continues until replaced by a definitive agreement or terminated by either Party on written notice. The confidentiality and compliance provisions survive.

9. Governing Law

This Memorandum is governed by the laws of the Republic of Korea.