MEMORANDUM OF UNDERSTANDING

Between:

1. Easy Holdings Ltd., having its registered office in The Bahamas ("Acquirer")

2. Sun Transfer Holdings Ltd., having its registered office in The Bahamas ("Company")

3. Existing Shareholders of Sun Transfer Holdings Ltd. ("Existing Shareholders")

Purpose and Background

The parties enter into this MOU to establish the framework for Easy Holdings Ltd. to acquire 80% of the ordinary share capital of Sun Transfer Holdings Ltd., while maintaining the Company's operational licenses and business continuity.

Key Terms

Share Structure and Capital Investment

• Easy Holdings will acquire 80% of ordinary share capital

• Investment of $1 million through Class B shares (par value $0.01, additional paid-in capital $0.99)

• Class B shares: non-voting, non-dividend bearing, designated for working capital

Financial Arrangements

• Company to use 25% of retained earnings for Class B share buyback

• 25% of retained earnings allocated for dividend distribution

• Management fee of 7.5% per annum on outstanding Class B shares, payable monthly

Liability Framework

• Specified liabilities capped at $1,000,000

• Existing Shareholders to provide indemnity for:

  • Any liabilities exceeding $1,000,000

  • Any unspecified liabilities

  • Employment liabilities, including tenure, incurred prior to the closing date and for the first 12 months thereafter

Regulatory Requirements

Central Bank Approvals Required For:

1. License continuation post-acquisition

2. Money transfer and payment services authorization

3. Offshore prefunded credit card issuer fund transfers

Asset Transfers and Operations

Business Components

• Transfer of assets from Omni Flashcash Ltd. to Newco including loan book and Department of Education collections management

• Service Level Agreement (SLA) between Company and Newco for money lending and collection operations

• SLA for money lending operations limited to loans below $5,000 and Easyterms Ltd. has the first option to payout any loans originated by Newco

Conditions Precedent

1. Central Bank of The Bahamas approval

2. Securities Commission of The Bahamas clearance

3. Documentation of all specified liabilities as of closing date

Validity and Amendment

This MOU shall remain valid until the completion of the acquisition or termination by mutual agreement. Any amendments must be made in writing and agreed upon by all parties.

[Signature blocks for all parties with dates]