write termination of a memorandum of understanding based on the clause of the MOU below and

its clause information :

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (“MOU”) sets forth the general terms and conditions of the
engagement between:

1. PREAMBLE

WHEREAS, the First Party has agreed to partner with the second party to establish a cryptocurrency
company to operate in the UAE; and

WHEREAS, the First Party will pay the Second Party a fixed annual amount of AED 500,000 Five
Hundred Thousand Dirhams against his partnership and his full administrative and legal support for
the established company; and is renewable and is subject to laws and decrees based on business
evaluation after each year.

Whereas the second party will be a shareholder of 12% of the company shares and the company
shall have five shareholders; and

WHEREAS, the First Party, represented by Mr. Dante Felipini, will be the sole manager and operator
of the company; and

WHEREAS, the Second Party will be responsible to issue the cryptocurrency license with the activity
that will allow the company to operate its activity in cryptocurrency; and

WHEREAS, the First Party will bear the cost of the license and establishing;

NOW, THEREFORE, both parties agree to the following:

2. GOAL OF THE AGREEMENT

The goal of the agreement is to provide a framework for cooperation between the two Parties to
establish a cryptocurrency company in the United Arab Emirates. The objectives of the company are
to:

2.1 promote the use and adoption of cryptocurrencies; and

2.2 contribute to the development of the appropriate system of cryptocurrency.

3. TERM

The term of this MOU shall commence on the date of execution and shall continue until the
completion of the services set forth herein.

4. AREAS OF COLLABORATION

The First Party and the Second Party will collaborate in the following areas:

4.1 Establishing the cryptocurrency company in the United Arab Emirates.

4.2 Promoting the use of the exchange among users.

4.3 Sharing of best practices in operating the company.

5.OBLIGATIONS AND RESPONSIBILITIES OF FIRST PARTY

The First Party of this MOU shall be responsible for the following:

5.1 The First Party will bear the cost of the license and establishing the company and any other
government or petty cash expenses.

5.2 The First Party will pay the Second Party a fixed annual amount of AED 500,000 Five
Hundred Thousand Dirhams against his partnership and his full administrative and legal support for
the established company; A payment of AED 250,000 will be paid upon signing this agreement and
AED 250,000 will be paid upon the company license being issued.; and is renewable and is subject to
decrees based on business evaluation after each year in accordance with the terms of this MOU.

5.3 Hiring staff and contractors as necessary to operate the company.

5.4 Creating and implementing policies and procedures for the operation of the company.
5.5 Managing the day-to-day operations of the company.

5.6 Complying with all applicable laws and regulations in the operation of the company.

5.7 Indemnify and hold harmless the second party from and against any and all claims, liabilities,
damages, losses, or expenses (including reasonable attorneys’ fees and costs) arising out of or in
connection with the first party’s breach of any of its obligations under this MOU. The first party also
bears full responsibility if there is any delay on its part with regard to the completion of the work,
responsibilities and obligations assigned to it, if the second party is not provided with the required
documents, or in the event of neglect, non-response, or default.

5.8 The First Party is obliged to provide the second party with a detailed report on the
company's performance on a quarterly basis.

5.9 The First Party is also responsible for providing the second party with an annual audited
financial statement of the company.

5.10 The First Party must provide the Second Party with all of the following: a Certificate of Good
Conduct, a Copy of the Emirates IDs, Copies of Passports, a Feasibility Study, a Business Plan,
Resumes, Experience Certificates, Proof of Financial Solvency, Scientific Certificates, a Work Profile,
and an Organizational Structure for The Company.

6. OBLIGATIONS AND RESPONSIBILITIES OF SECOND PARTY

The Second Party of this MOU shall be responsible for the following:

6.1 Establishing and issuing the trade license of the cryptocurrency company with the activity
that will allow the company to operate with its activity in accordance with the laws and regulations
of the UAE jurisdiction;

6.2 Providing the First Party with the necessary resources and infrastructure to operate the
cryptocurrency company;

6.3 Registering the cryptocurrency company with the relevant regulatory authorities;

6.4 Obtaining all necessary licenses and permits required to operate the cryptocurrency
company;

6.5 Complying with all applicable laws, rules, and regulations in the operation of the
cryptocurrency company;

6.6 Cooperating with the First Party in the promotion and marketing of the cryptocurrency
company.

7. OWNERSHIP PERCENTAGE, PROFITS AND MANAGEMENT

7.1 The Company will be owned by five shareholders: Dante Felipini (30%), Ahmed Hamed
(29%), Osama Al Shamari (29%), H.H. Sheikh Abdullah Al Nahyan (10%), and a Sheikh representative
(2%).

7.2 The Second Party will be a shareholder of 12% of the company shares. It will consist of the
following: H.H. Sheikh Abdullah = 10%, Sheikh representative = 2%.

7.3 Mr. Dante Felipini will be the manager and operator of the company. Mr. Ahmed Hamed will
be a partner. Mr. Osama Al Shamari will be a partner. H.H. Sheikh Abdullah Al Nahyan will be a
shareholder and a Sheikh representative shareholder.

7.4 The Company will distribute its annual profit to shareholders according to their percentage
of ownership.

9. CONFIDENTIALITY

The Parties undertake to each other to keep confidential and not, without the consent of the other
Party, to disclose to any other person (other than their respective directors, employees, agents or
professional advisors who need to know the same), and not in any event to make use of its own
purposes, any information concerning the business or affairs of the other, or the subject matter of
this MOU which either Party may divulge or supply to the other or to which the other is allowed
access or which it otherwise obtains (whether before or after the date of this MOU) and also to use
all reasonable endeavors to procure that their respective employees, agents and professional
advisors observe the same obligation of confidentiality. The undertakings in this Clause will not apply
to any information which is for the time being in the public domain, otherwise by reason of a breach
of any of the said undertakings or is required to be disclosed by law or pursuant to any requirement
of any governmental, official or regulatory body.

10. EFFECTIVE DATE AND AMENDMENTS

10.1 This MOU shall take effect upon signing by both Parties and shall remain in effect unless
earlier terminated by the parties in agreement. Neither party may assign or transfer all or any
portion of this Memorandum of Understanding without the prior written consent of the other party.

10.2 The MOU may be renewed at the end of this period by mutual written agreement by both
Parties.

10.3 The provisions of this MOU may only be amended or waived by mutual written agreement
by both Parties.

10.4 Any Party may terminate this MOU and any related agreement, workplan and budget at any
time and for any reason by giving thirty (30) days prior written notice to the other Party; provided,
however, that in the event the First Party fails to perform any of its obligations under this MOU the
Second Party shall have the right to terminate this MOU and any related agreement, workplan and
budget immediately without written notice.

11. TRANSFER OF FUNDS

The parties acknowledge and agree that this MOU does not create any financial or funding obligation
on either party, and that such obligations shall arise only upon joint execution of a subsequent
agreement or work plan (which shall include a budget) that specifically delineates the terms and
nature of such obligations and that references this MOU. Such subsequent agreements or work
plans, and budgets, will be subject to funding being specifically available for the purposes outlined
therein. However, this MOU is subject to renewal or cancellation upon both party approval.

12. ENTIRE AGREEMENT

This MOU constitutes the sole and entire agreement between the parties with respect to the subject
matter contained herein, and supersedes all prior and contemporaneous understandings,
agreements, representations and warranties, both written and oral, with respect to such subject
matter.

13. TERMINATION

This MOU may be terminated by each party by providing 30 days notice in writing to the other
parties. In the event that either party breaches any term of this MOU, the non-breaching party may
provide written notice to the breaching party detailing the breach. The breaching party will then
have 30 days to remedy the breach. If the breaching party fails to remedy the breach within that
time frame, the non-breaching party may terminate this MOU.

14. WAIVER

The failure to exercise any right provided in this MOU shall not be a waiver of prior or subsequent
rights.
15. GOVERNING LAW

This MOU and the rights of the parties hereunder shall be governed by and construed in accordance
with the laws of the Emirate of Abu Dhabi, United Arab Emirates.

16. DISPUTE RESOLUTION

The Parties shall endeavor to settle any possible disputes that may arise under this MOU in an
amicable manner. If the effort of amicable settlement fails then the dispute shall be resolved
through the exclusive jurisdiction of the Courts in Abu Dhabi, UAE.