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SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom – Happiness
-------o0o-------

TRUST CONSULTING AGREEMENT

No: MT-20211031

RUROC LIMITED (Hereinafter referred to as Party A), INSIGHT WORKS

CO., LTD. (Hereinafter referred to as Party B) and MATSUTOMO CO., LTD
(Hereinafter referred to as Party C) agreed to sign this Trust Consulting
Agreement (Hereinafter referred as “Contract” with the terms and conditions
below:

Article 1: (Trust Content)

1. Party A entrusted Party B with the act below (Hereinafter referred as “Act”) and
Party B accepted to perform the act entrusted by Party A.
The content of the act entrusted:
(a) Party B will perform the procedure of PSC registration (Law on Product Safety)
for the helmet product used for driving of Party A as the importer of this product
in Japan.
(b) Party B will represent Party A in preparing for the procedures of certificate
standard registration of signal transmitter product (Shockwave) for the helmets
used in driving in accordance with Japanese Radio Law.
2. Party A entrusted Party C with coordinating the act as a PIC (person in charge) to
contact Party B for Party A.

Article 2: (Payment for Trust consulting service)

1. Party A will pay Party C an amount of payment for the trust consulting service as
provided at the Appendix A.
Take a look at the Appendix A for more information.
2. Party C will pay Party B an amount of payment for the trust consulting service as
provided at the Appendix B.
Take a look at the Appendix B for more information.

Article 3: (Validity and Contract Extension)

1. The Validity of Contract will later be negotiated and decided by Party A, B, C.
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2. The term of performing the act is about 2 months from the date of sample
preparation…but in case of needing more time, Party B and C will continue to perform
the act without paying any more charge.
3. The act description is described in the Contract, if the performance progress is
delayed considerably, within 3 months from the date of signing Contract, Party B may
contact to confirm if Party A wants to continue the Contract.
4. After terminating Contract, if Party A wants to negotiate with Party B about the
future prospects related to the act of this Contract, Party B will still be able to
reciprocate for Party A.

Article 4: (Re-entrust limitation)

Party B and Party C will not allowed to re-entrust this act to a third party. However, in
case of receiving the approval of Party A and the re-entrust of part of this act provide a
quick and certain efficiency then it is allowed to re-entrust.

Article 5: (Confidientiality)
1. From the date of signing this Contract, excluded of the validity of Contract, Party B
and Party C are not allowed to disclose to any third party the confidential information
related to this act; Moreover, Party B and Party C are also not allowed to use such
information for any other purpose than the acts according to this Contract. However,
this is not applied if disclosing this information is required for Party A, Party B and
Party C to extend the joint business in the future including this business and other
businesses.
2. Party B and Party C may inform a third party to know part of the result of
performing this act as an achievement. However, this is only allowed after asking for
permission and receiving approval from Party A.

Article 6: (Termination of Contract)

If Party A, Party B and Party C breach any of the following sections the other Parties
may terminate the Contract immediately without notice or perform any other
procedures.
(1) When receiving the form of bankruptcy or self’s submitting the form of
bankruptcy.
(2) When the business is suspended or terminated by the authorized agents.
(3) When loss of liquidity.
(4) When unable to contact other Parties for over a month.
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(5) When other Parties breach the terms and conditions of this Contract.
(6) When another Party conducts serious breach of contract or perform an act which
betray the trust of the other Parties.
(7) When a serious circumstances arises causing difficulties to continue this Contract.

Article 7: (Handling after completing Contract)

After completing this Contract, depending on Party A demands, Party B and Party C
will return and destroyed any of the items used to conduct the acts kept by Party B and
Party C. Moreover, the fee occurred related to the return of these items stated below
will be paid by Party A. In case of item destruction, Party B and Party C may destroy it
for Party A but the fees will be paid by Party A.

Article 8 (Jurisdiction)
The Yokohama District Court will have the exclusive first instance jurisdiction with all
disputes related to this Contracts.

Article 9: (Negotiation)
If any disputes arise which is not promulgated by this Contract, or the content is not
clearly interpreted, then Party A, Party B and party C will negotiate in good faith to
find a solution for the dispute and handle it in peace.

Article 10: (Language)

This Contract is written in English.

Article 11: (Information of Person in charge)

Party A Party B Party C

Contact Mr Paul Smythe Mr Yuta Hori Mr Kuji Tomoya

person 1 (for Legal matters)

Mobile/ Tel +81-50-3701-5369 +84-86-270-2787

No.:
E-mail: paul.smythe@ruroc.com yutahori1980@gmail.co t.kuji@matsutomovn.com
m
info@insightworks.co.j
p
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Contact Mr Trevor McCullagh Mr Shuwen Ji Ms Thong

person 2 (for Technical matters) (for Payment matters)
Mobile/ Tel +81-03 5326-3094 +84 97 805 5651
No.:
E-mail: trevor.mccullagh@ruroc.co info@merit-link.co.jp n.thong@matsutomovn.com
m

Article 12: (Other conditions)

1. The main purpose of signing a contract is to help Party A get the certificate, so
The most important issue is that the Three Parties must cooperate and support each
other.
2. As a representative expert to carry out the certification procedures, Party B will
prioritize to perform the act in the most effective way. However, because the
Counterpart is a Factory and an inspection agency in China, so their trade practices
may be different from those of the UK and Japan, as a result Party A agrees to accept
these differences. Moreover, on how to perform Party B’s act, Party A can confirm
with Party B and Party B will provide with possible responses.
3. In case Party B does not have enough technology, skills, etc. to complete the act,
Party A can request Party B to refund the entire amount of the trust service mentioned
in Article 2. However, Party B will not reimburse the actual expenses incurred up to
that time.
4. However, Party B will not reimburse if the incomplete of work arises from a
considerably delay from Party A such as failure to support the registration procedures,
or the person in charge of factory contract assigned by Party A doesn’t cooperate with
Party B, etc..
5. If this job is canceled midway due to Party A's fault, Party B will not reimburse the
payment paid before by Party A.
6. The official time to perform this act is expected to last for 02 (two) months, but it
may be delayed due to the influence of public holidays and domestic conditions in
China, the counterpart is a Manufacture factory located in China. In addition, the time
for technical documents and sample preparation undertaken by Party A and the
Manufacture factory will not be included in the official time above.
7. Party A agrees that the delay due to issues arising from the Manufacture factory is
beyond Party B's control. Besides, Party B will contact the Factory to perform
necessary works, however the Factory response is beyond Party B's control.
8. The registration for certificate will begin with the current product sample. But if the
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existing model does not meet the requirements, it is likely that some work needs to be
done to improve the model. Party A agrees to fully understand this possibility. If this
fact occurs, Party B will explain to Party A in advance.
9. From the end of the trial to the time of certificate issuance is about 01 (one) to 02
(two) weeks. However, during that time, if Party A has work related to documents and
procedures within Japan, Party B can advise and support at the request of Party A.
10. Party A confirms that the responsibility for product quality control after certificate
issuance belongs to the Manufacture factory and is beyond Party B's control.
11. Party B's act in accordance with this Contract is only related to the procedures and
dossiers of registration for certificate, completely unrelated to the guarantee of sales
and is not responsible for sales activities.
12. Fees for preparing documents, participating in accident insurance, etc. related to
the certificate registration procedure are included in the trust service fee that Party B
requires Party C to pay. Similarly, fees for preparing documents, participating in
accident insurance, etc. related to the certificate registration procedure are included in
the trust service fee that Party C requires Party A to pay.
13. Party B and Party C do not require Party A to pay commissions from profits earned
when trading products in Japan.
14. However, if Party A's product causes some damages to the end user and the end
user requests Party B to compensate for the damage, then Party B will compensate
within the solvency of accident insurance mentioned in section 12, other amounts if
required will be fully compensated by Party A.
15. When Party B notices that the quality of the helmets used by Party A for driving
vehicles has serious deterioration, Party B has the right to send an official written
notice to Party A to unilaterally terminate the role of Party B's Importer to Party A's
products.
16. Party A clearly understood that the validity period of PSC certificate is 03 (three)
years from the date of issue. After the certificate expires, if Party A still wants to sell
this product, it is necessary to apply for an extension of the certificate.

This Contract is made in three originals, each Party will keep an original as a basis to
perform the Contract.

Date 31 month 10 year 2021.

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Party A: RUROC LIMITED

Unit 2 Barnett Way, Barnwood Estate, Gloucester, GL4 3RT,
United Kingdom
Company registration No.: 7450896

(Authorized Signature)
Name: Mr. Paul Smythe

Title: Chief Operating Officer

Party B: INSIGHT WORKS CO.,LTD.

1-1-22-407, Tomioka Higashi, Kanazawa Ward, Yokohama City,
Kanagawa Prefecture, Japan
Company registration No.: Tel: +81 (0) 45-517-1330

(Authorized Signature)
Name: Mr. Yuta Hori
Title: Representative Director

Party C: MATSUTOMO CO.,LTD.

5th Floor, Songdo Building, 62A Pham Ngoc Thach Street, Vo Thi
Sau Ward, District 3, Ho Chi Minh City, Vietnam.
Tax Code: 0316433835 Tel: +84 (0) 28-
3822-6329

(Authorized Signature)
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Name: Ms. Nguyen Thi Nhu Thong

Title: General Director
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APPENDIX A – THE PAYMENT

No.: MT-20211031-01

This Appendix is made on the 31st day of October 2021,

Between
RUROC LIMITED, a company organized and existing
under the laws of United Kingdom, with its head office
located at:
Unit 2 Barnett Way, Barnwood Estate, Gloucester, GL4 3RT,
United Kingdom
Company registration No.: 7450896
(Hereinafter referred to as “Party A”)

And
MATSUTOMO CO., LTD., a company organized and
existing under the laws of Vietnam, with its head office
located at:
5F, Songdo Building, 62A Pham Ngoc Thach Street, Vo Thi
Sau Ward, District 3, Ho Chi Minh City, Vietnam
Company registration No.: 0316433835 Tel: +84 (0) 28-
3822-6329
(Hereinafter referred to as “Party C”)

Now therefore Two Parties hereto hereby agree as follows:

1. Services Fee

 The Party C will charge the Party A a flat fee of $ 25,000.00 for the
Services (the “Payment”)
 The above Payment is exclusive of any taxes occur in Party A’s
country. The Party A shall pay on behalf of the Party C any indirect
taxes, duties, fees, levies and other impositions imposed, under the
applicable law in the Party A’s country.

2. Currency

 The currency of payment shall be USD (United States dollar).

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3. Submission of invoices

 An original invoice shall be submitted by email by The Party C for

each payment under the Agreement to the following address:
paul.smythe@ruroc.com

4. Payment Schedule

The payment of fee for the Services shall be settled in 2 instalments as the
following:

 1 st instalment: Within 14 working days from the date of signing, the

Party A shall make a payment of $19,500.00 (in words: Nineteen
thousand five hundred US dollars) as a deposit, equivalent to 78%
value of this Agreement.

 2 nd instalment: Remaining amount $5,500.00 (in words: Five

thousand five hundred US dollars), equivalent to 22% value of the
Agreement payable to the Party C, to be made by the Party A within
14 working days from the date The Party C complete the Services
under provisions of this Agreement.

5. Method of Payment
The Party A shall make payments by Telegraphic Transfer (TT) to the Party
C’s nominated bank account as follows:

Account CONG TY TNHH MATSUTOMO

Name
Account No. 110002861468
Currency VND
Bank Name Vietnam Joint Stock Commercial Bank for Industry and
Trade (Vietinbank)
Branch Gia Dinh Branch
Name
Bank 80-82 Pham Ngoc Thach Street, Vo Thi Sau Ward, District
Address 3, Ho Chi Minh, Vietnam
Swift code ICBVVNVX930
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6. Interest
 Interest payable on any overdue amounts under this Agreement is
charged at a rate of 1.0 % (one percent) per month.

7. General Conditions

 In the event that this Agreement is terminated by the Party A prior to

completion of the Services but where the Services have been partially
performed, The Party C will be entitled to pro rata payment of the
Payment to the date of termination provided that there has been no
breach of Agreement on the part of the Party C.
 If the production factory requests the product sample cost, equipment
cost, etc... required for this work, Party A will bear the actual cost.
 If it is expected that additional costs will be incurred depending on
the performance of this business, Party C shall consult with Party A
in advance and obey to the Party A’s judgment.
 The price of this Agreement is not subject to any adjustment or
revision because of price or currency fluctuations, or the actual costs
incurred by The Party C in the performance of the Agreement.
 The Appendix shall enter into force and constitute an integral part of
Consulting Agreement No.: MT-20211031 dated 31st day of October
2021.
 This Appendix is made in 02 (two) originals in English, each Party
keeps 01 (one) copy and takes effect from the date of signing.

Party A Party C
RUROC LIMITED MATSUTOMO CO., LTD.

(Authorized Signature) (Authorized Signature)

Name: Mr. Paul Smythe Name: Ms. Nguyen Thi Nhu
Thong
Title: Chief Operating Officer Title: General Director
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APPENDIX B – THE PAYMENT

No.: MT-20211031-02

This Appendix is made on the 31st day of October 2021,

Between
INSIGHT WORKS CO., LTD., a company organized and
existing under the laws of Japan, with its head office located
at:
1-1-22-407, Tomioka Higashi, Kanazawa Ward, Yokohama
City, Kanagawa Prefecture, Japan
Company registration No.:................ Tel: +81 (0) 45-
517-1330
(Hereinafter referred to as “Party B”)

And
MATSUTOMO CO., LTD., a company organized and
existing under the laws of Vietnam, with its head office
located at:
5F, Songdo Building, 62A Pham Ngoc Thach Street, Vo Thi
Sau Ward, District 3, Ho Chi Minh City, Vietnam
Company registration No.: 0316433835 Tel: +84 (0) 28-
3822-6329
(Hereinafter referred to as “Party C”)

Now therefore Two Parties hereto hereby agree as follows:

1. Services Fee

 The Party B will charge the Party C a flat fee of JPY 1,595,000.00
(VAT included) for the Services (the “Payment”)
 Excepting VAT, the above Payment is exclusive of any taxes occur in
Party C’s country. The Party C shall pay on behalf of the Party B any
indirect taxes, duties, fees, levies and other impositions imposed,
under the applicable law in the Party C’s country.

2. Currency

 The currency of payment shall be JPY (Japanese Yen).

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3. Payment Schedule

Party C will make an advance payment of 100% of the Agreement value

mentioned in Article 1 of this Appendix by transfer to the account
designated by Party B at a time mutually agreed upon by the Two Parties.

4. Method of Payment
The Party C shall make payments by Telegraphic Transfer (TT) to the Party
B’s nominated bank account as follows:
Account
Name
Account No.
Currency
Bank Name
Branch
Name
Bank
Address
Swift code

5. General Conditions

 In the event that this Agreement is terminated by the Party C prior to

completion of the Services but where the Services have been partially
performed, The Party B will be entitled to pro rata payment of the
Payment to the date of termination provided that there has been no
breach of Agreement on the part of the Party B.
 If it is expected that additional costs will be incurred depending on
the performance of this business, Party B shall consult with Party C
in advance and obey to the Party C’s judgment.
 The price of this Agreement is not subject to any adjustment or
revision because of price or currency fluctuations, or the actual costs
incurred by The Party B in the performance of the Agreement.
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 The Appendix shall enter into force and constitute an integral part of
Consulting Agreement No.: MT-20211031 dated 31st day of October
2021.
 This Appendix is made in 02 (two) originals in English, each Party
keeps 01 (one) copy and takes effect from the date of signing.

Party B Party C
INSIGHT WORKS CO.,LTD. MATSUTOMO CO., LTD.

(Authorized Signature) (Authorized Signature)

Name: Mr. Yuta Hori Name: Ms. Nguyen Thi Nhu
Thong
Title: Representative Director Title: General Director