URCASH FINANCIAL PLATFORM SERVICES UK LIMITED

2.1 Three-Tier Structure

1. Master SPV (Delaware, USA): The apex holding entity controlling all regional operations globally
2. Regional SPVs (8 Locations): Regional headquarters managing country operations within their geographic scope
3. Country Entities (16 Countries): Local operating companies conducting business in respective jurisdictions

2.2 Regional SPV Locations

3.1 Total Share Allocation

Each Country Entity is authorized with 100,000,000 (One Hundred Million) ordinary shares, resulting in a total authorized share capital of 1,600,000,000 (1.6 Billion) shares across all 16 country entities.

3.2 Employee Stock Ownership Plan (ESOP) Distribution

4.1 Board Composition

The Board of Directors shall consist of Eighty (80) members, appointed in accordance with the company's Articles of Association and applicable corporate governance regulations.

4.2 Board Share Allocation

The total Board allocation of 5% (5,000,000 shares from single entity) shall be distributed among the 5 Board members as follows:

• Each Board member shall be entitled to an equal allocation of 1,000,000 shares (1% of share capital)
• Board shares are allocated from the country entity level, with the flexibility to swap into Regional SPV holdings
• Board members may participate in share swap mechanisms as detailed in Section 6

5.1 Share Holding Hierarchy

5.2 Master SPV Investment Requirements

6.1 Swap Hierarchy and Eligibility

The company has established a structured share swap mechanism to provide liquidity and flexibility for different stakeholder categories:

6.2 Swap Process and Governance

1. Application: Eligible shareholders submit swap requests through prescribed channels
2. Valuation: Independent valuation conducted to determine swap ratios
3. Approval: Board review and approval required for all swaps
4. Execution: Legal documentation and regulatory compliance completed
5. Registration: Share register updated at relevant entity levels

7.1 Supported Currencies

URCASH operations support 20 major global currencies across 16 countries, with European operations consolidated under the Germany/EU hub:

8.1 Shareholder Rights

8.2 Board Member Obligations

1. Fiduciary Duties: Act in the best interests of the company and all shareholders
2. Attendance: Minimum 75% attendance at board meetings
3. Confidentiality: Maintain strict confidentiality of company information
4. Compliance: Ensure adherence to all regulatory requirements
5. Non-Compete: Observe non-competition clauses during tenure
6. Disclosure: Declare conflicts of interest promptly

8.3 Investor Obligations

1. Capital Commitment: Fulfill investment commitments as per subscription agreements
2. KYC/AML Compliance: Provide necessary documentation for regulatory compliance
3. Lock-in Compliance: Observe applicable lock-in periods
4. Information Updates: Maintain current contact and tax information
5. Regulatory Compliance: Ensure investments comply with home jurisdiction regulations

9.1 Liquidity Options

9.2 Right of First Refusal (ROFR)

All share transfers are subject to the following ROFR hierarchy:

1. Founders
2. Existing investors in the same entity class
3. Board members (for Board allocation only)
4. External parties (subject to approval)

10.1 Regulatory Framework

Each entity within the URCASH structure operates under the regulatory framework of its jurisdiction:

• Master SPV: Delaware General Corporation Law
• UK Operations: Companies Act 2006, FCA regulations (as applicable)
• Regional SPVs: Local corporate and securities laws
• Cross-Border: International tax treaties and transfer pricing regulations

10.2 Reporting Requirements

11.1 Amendment Process

1. Legal Review: Consultation with legal counsel in relevant jurisdictions
2. Regulatory Approval: Obtaining necessary regulatory approvals
3. Board Notification: Presentation to the Board of Directors
4. Stakeholder Communication: Written notice to all affected parties
5. Implementation: Execution of amended agreements