Anti-Corruption & Business Ethics Policy

1. Purpose

Nearly Perfect Corp (the "Company") is committed to building a travel business that earns the trust of our customers, partners, and the communities we operate in. That means doing business the right way — with honesty, integrity, and full compliance with applicable anti-corruption and anti-bribery laws. Throughout its operations, the Company seeks to avoid even the appearance of impropriety in the actions of its directors, officers, employees, and agents.

This Policy applies to all of the Company's operations worldwide and covers all of the Company's directors, officers, and employees. This Policy also applies to the Company's agents, consultants, joint venture partners, and any other third-party representatives that, on behalf of the Company, have conducted business outside of the US or interacted with non-US government officials or are likely to conduct business outside of the US or interact with non-US government officials.

2. Scope & Relationship to Corporate Bylaws

This Policy applies to:

• All Company employees, officers, founders, and directors
• Contractors, consultants, agents, and any third party acting on the Company's behalf
• All business activities, in every market where the Company operates or seeks to operate

This Policy operates alongside and is consistent with the Company's Bylaws, adopted October 8, 2025, under the Delaware General Corporation Law (DGCL). In the event of any conflict between this Policy and the Bylaws, the Bylaws shall control.

Nothing in this Policy limits or modifies the rights, duties, or authorities established in the Company's Bylaws or Certificate of Incorporation.

3. Governing Laws

The Company's business activities are subject to, among others:

• The Delaware General Corporation Law (DGCL)
• The U.S. Foreign Corrupt Practices Act of 1977 (FCPA)

As an online travel agency (OTA), the Company engages with hotel chains, airlines, car rental companies, tourism boards, and government-affiliated entities across multiple jurisdictions. This makes compliance with these laws especially important, even at our current scale.

Under the FCPA, it is illegal for U.S. persons, including U.S. companies and their subsidiaries, directors, officers, employees, and agents, to bribe non-U.S. government officials. The concept of prohibiting bribery is simple. However, understanding the full scope of the FCPA is essential as this law directly affects everyday business interactions between the Company and non-U.S. governments and government-owned or government-controlled entities.

Violations of the FCPA can also result in violations of other U.S. laws, including anti-money laundering, mail and wire fraud, and conspiracy laws. The penalties for violating the FCPA are severe. In addition to being subject to the Company's disciplinary policies (including termination), individuals who violate the FCPA may also be subject to imprisonment and fines.

Aside from the FCPA, the Company may also be subject to other non-U.S. anti-corruption laws, in addition to the local laws of the countries in which the Company conducts business. This Policy generally sets forth the expectations and requirements for compliance with those laws.

4. Anti-Corruption & Anti-Bribery

4.1 Prohibition on Bribery

No Company employee, founder, officer, director, or representative may, directly or through a third party:

• Offer, promise, give, authorize, solicit, or accept any bribe: any payment, gift, favor, or benefit intended to improperly influence a business decision or government action
• Make facilitation payments — unofficial payments to speed up routine government processes (e.g., licensing, customs clearance) — even where such payments are locally common
• Route a payment through an agent or partner that the Company itself could not make directly

4.2 Authority to Bind the Company

Consistent with Article V of the Bylaws, no officer, agent, or employee has authority to bind the Company, pledge its credit, or enter into any contract or financial commitment unless expressly authorized by the Board of Directors (the "Board") or within the delegated authority of an officer as designated by the Board. Any commission arrangement, referral fee agreement, or third-party payment commitment must be authorized in accordance with this principle.

4.3 Books & Records

The Company maintains accurate financial records at all times, consistent with the Treasurer's duties under the Bylaws (Article IV, Section LX), which require full and accurate accounts of all receipts and disbursements. All transactions must be:

• Completely and accurately recorded in the Company's books
• Supported by appropriate documentation and receipts
• Deposited and maintained in designated corporate depositories as directed by the Board of Directors
• Clearly described — never recorded under vague or fictitious categories

Any employee who suspects a transaction has been misrecorded must notify the CEO or designated Compliance Contact immediately.

5. Interactions with Government Officials

5.1 Who Qualifies as a Government Official

In the travel industry, the Company may encounter government officials more frequently than many other startups — including through tourism boards, national airlines, airport authorities, visa agencies, and destination marketing organizations (DMOs). A "Government Official" includes any:

• Officer or employee of a national, state, or local government body
• Employee of a state-owned or state-controlled enterprise (e.g., a national airline or state tourism board)
• Political party official or candidate for political office
• Employee of a public international organization

5.2 Heightened Standards

All interactions with Government Officials require extra care. Company employees and representatives must:

• Obtain prior written approval from the CEO before offering any gift, meal, travel, or entertainment to a Government Official
• Never make payments of any kind to a Government Official to obtain or retain business, secure approvals, or gain preferential treatment
• Avoid making political contributions on behalf of the Company without express Board of Directors authorization, consistent with the Bylaws' requirement for Board oversight of corporate actions
• Document all substantive meetings or communications with Government Officials

5.3 Permitted Limits

The following are permitted only with prior written CEO approval, must serve a clear and legitimate business purpose, and must comply with applicable law and the official's own employer's rules:

When in doubt, don't. Ask first.

6. Gifts & Entertainment

6.1 General Principles

Building relationships with travel suppliers, hotel partners, airlines, and destination partners is core to the Company's business. Reasonable hospitality is a normal part of the travel industry — but it must never cross the line into improper influence.

All gifts and entertainment must be:

• Reasonable in value relative to the business relationship
• Transparent — if you'd be uncomfortable if it appeared in the news, don't do it
• Consistent with the recipient's own company policies
• Accurately recorded in the Company's corporate books and expense system, consistent with the Treasurer's recordkeeping obligations under the Bylaws

6.2 Permitted Gifts & Entertainment (Commercial Partners & Customers)

Travel industry perks such as familiarization trips ("fam trips"), complimentary hotel stays, or airline upgrades offered by partners to Company employees must be disclosed to and approved by the CEO before acceptance, and must serve a genuine business purpose (e.g., product evaluation).

6.3 Prohibited — No Exceptions

The following are never permitted, regardless of value or intent:

• Cash or cash equivalents (including gift cards redeemable for cash)
• Any gift offered during an active negotiation, bid, or contracting process
• Gifts to a recipient who has indicated they are not permitted to receive them
• Lavish, personal, or inappropriate gifts of any kind
• Any gift or entertainment intended to influence a commercial or regulatory decision

6.4 Receiving Gifts

Company employees who receive unsolicited gifts worth more than $50 must:

• Notify their manager and the CEO
• Return the gift, or where that is impractical, donate or surrender it to the Company

6.5 Recordkeeping

All gifts and entertainment given or received with a value above $25 must be logged in the Company's Gifts & Entertainment Register, including: date, recipient or donor, approximate value, business justification, and approver. This register is a corporate record maintained consistent with the Bylaws' recordkeeping requirements.

7. Commission Payments

7.1 Context for an OTA

Commission structures are fundamental to how OTAs operate — from affiliate commissions and referral fees to partner incentive programs. The Company must ensure that all such payments are legitimate, properly documented, and never used as a vehicle for improper payments.

7.2 Requirements for All Commission Arrangements

Consistent with Article V of the Bylaws, which prohibits any officer or agent from binding the Company without proper authorization, all commission, referral fee, or finder's fee arrangements must meet the following requirements before any payment is made:

• A written agreement is signed before services begin, specifying the scope of work and fee structure, and executed by an officer duly authorized under the Bylaws
• The commission rate is reasonable and market-aligned for the type of work performed
• Payment is made to the contracted business entity via legitimate banking channels — not to personal accounts — consistent with the Treasurer's duties under the Bylaws
• The arrangement is accurately recorded in the Company's books with supporting documentation
• The third party has been appropriately vetted (see Section 7.4)

7.3 Red Flags — Escalate Before Proceeding

The following situations must be escalated to the CEO before any payment is made:

• Requests to pay in cash or to a personal bank account
• Requests to route payment to a different entity or country from the contracting party
• Commission rates that appear unusually high relative to market norms
• Agents or affiliates who are reluctant to provide basic business documentation
• Arrangements involving partners in high-risk jurisdictions (refer to current FCPA risk guidance)
• Any suggestion that commission funds will be passed on to a government official or decision-maker

7.4 Third-Party Due Diligence

Before engaging any agent, affiliate, or intermediary that will interact with Government Officials or receive commission payments, the Company must conduct basic due diligence, including:

• Verification of business registration and legal ownership
• Basic internet and reference check for reputation or red flags
• Confirmation that the commission is not being used to fund improper payments
• Annual review of all active commission relationships

Due diligence records must be retained for a minimum of five (5) years.

8. Reporting Concerns & Non-Retaliation

8.1 Speak Up

Every Company employee has a responsibility to speak up if they suspect a violation of this Policy. Reports can be made to:

• CEO — scott@nearlyperfectrms.com
• Designated Compliance Contact

Reports will be taken seriously, investigated promptly, and handled with as much confidentiality as possible.

8.2 Non-Retaliation

The Company strictly prohibits retaliation of any kind against anyone who raises a concern in good faith. Retaliation is itself a serious violation of this Policy and will be treated accordingly.

9. Consequences of Non-Compliance

Violations of this Policy may result in:

• Disciplinary action, up to and including termination
• Personal civil and/or criminal liability
• Significant fines and penalties for the Company
• Harm to our reputation and partner relationships — which, as a startup, we cannot afford

Note on Indemnification: Consistent with Article XI of the Bylaws, the Company's indemnification protections do not extend to any director, officer, or employee who is found to have acted in bad faith, engaged in conduct not in the best interests of the Company, or violated applicable law. Employees who violate this Policy should not expect the Company to cover resulting legal costs or liabilities.

10. Training & Awareness

The Company shall provide compliance training to employees as appropriate. Employees in roles with significant supplier, partner, or government-facing responsibilities should discuss any gray areas with the CEO proactively.

11. Policy Administration & Review

This Policy is administered by the CEO and will be reviewed at least once per year, or sooner if the Company expands into new markets, adds new business lines, or if applicable laws change.

Any material amendment to this Policy that conflicts with the Bylaws must first be approved by the Board in accordance with Article XII of the Bylaws, which requires unanimous Board consent to amend corporate governance documents.

12. Employee Acknowledgment

All employees and contractors must sign an acknowledgment confirming they have read, understood, and agree to comply with this Policy. Acknowledgments will be collected at onboarding and upon any material policy update. Signed acknowledgments will be maintained as corporate records consistent with the Bylaws.

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Questions about this Policy? Contact: Scott Koster at scott@nearlyperfectrms.com