EoCell Inc. entered into a non-binding Memorandum of Understanding and an Engineering Services Agreement with Medicox Co. Ltd. Under the non-binding MOU and the ESA, the Parties shall only be obliged to proceed with the establishment of the Joint Venture Company upon the execution and delivery of mutually definitive agreements, which includes: (1) Joint Venture Agreement, and (2) Licensing Agreement between EoCell and the JV Co for the Licensed Technology. The purpose of the non-binding MOU is for EoCell and Medicox to establish a JV Co as either a joint-stock or limited liability company to be incorporated in Korea, with the shareholding to be split between EoCell and its affiliate nominee (collectively, "EC-AN") holding 55%, and Medicox holding 45%.

It is anticipated that the JV Co will initially be formed with USD800,000 of capital, with EC-AN contributing USD440,000 (55%) and Medicox USD360,000 (45%). Thereafter Medicox shall contribute up to USD28.0 million from time to time to fund the JV Co's operations, default of which will amount to a forfeiture of Medicox's ownership interest in the JV Co. The purpose of the JV Co is to: (a) conduct research and development;.

perform manufacturing services in the lithium-ion battery space; ies related to lithium-ion battery cell manufacturing, including, cell design and licensed manufacturing process technology. The Board of the JV Co ("JV Board") shall be initially constituted by four Directors, with EC-AN appointing two Directors, and Medicox appointing the other two (2) Directors. The Parties shall have the right to remove and appoint replacements from time to time.

The JV Board shall be responsible for appointing key management personnel to manage day-to-day operations. The decisions made by the JV Board shall only be approved upon receiving approval from majority of the JV Board, with at least one Director from EC and one Director from Medicox. All shareholders' resolutions/decisions shall require a super majority vote of 75% to pass.

The non-binding MOU is governed under Singapore law, and any disputes are to be resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Singapore International Arbitration Centre Arbitration Rules. The purpose of the ESA is for EoCell to provide certain battery engineering services for research and development related to lithium-ion batteries, which includes, but not limited to, skilled personnel, while Medicox shall be responsible for providing necessary staff to support EoCell's personnel. Furthermore, EoCell is to source for raw materials, components, supplies and incur fees, including, outside testing fees.

These battery engineering services are to be conducted at such EoCell's facilities that are deemed necessary or appropriate for the purpose of the ESA. For the engineering services provided under the ESA, within five working days of the date of the ESA, Medicox shall remunerate EoCell for USD 1.0 million. Under the ESA, any Intellectual Property Rights are to be retained by the respective Parties, and any derivative works developed by the respective Parties, regardless of use of either Parties' IP, shall remain with the respective Parties.

The effective term of the ESA shall remain with the respective parties. The effective term of theESA shall be in the EoCell and the EV Co. Ltd.