Response:

HC & PC Agreement.pdf

Here are my final thoughts before we do a call just iron everything out if need be, but TLDR:

<aside> 📌 Upon completion of the core features working to industry standard, PC will bring HC into a 36% equity partner.

</aside>

I am in full agreement - if anything as part of the core platform initially agreed upon and viewable here: https://www.figma.com/design/2eJlhhhipV8wElipQHguld/Prime-Circle?node-id=0-1 doesn’t work as it should it is fair to hold off on this, and I have very strong confidence that if there gaps they’ll be resolved pretty quickly to bring the platform to industry standard because it has already been built with that in mind, anything outside of this scope we will implement after the formal partnership agreement has been solidified, docs signed and stored and they’re no grey areas.

Follow-Up:

<aside> 📌 PC remains a going concern but as with any business, it needs to continue to operate to remain so.

</aside>

• What do you mean by this succintly, are there any long-term liabilities/debts? Is the business profitable? What’s the net-cash position, to reiterate: What are total net cash assets outside of customer aum and our capital?
  • Again this is very crucial: In favor of not setting up a presence in SA, we are fronting PC as our core SA arm and as an equity partner will be fully invested in it’s success, but I need to understand the business position to the ‘T’ as we solidify on the partnership agreement.

<aside> 📌 The original agreement was structured around HC financing PC with a 20% revenue share. We verbally agreed to increase this to 36% based on HC powering PC with its technology.

</aside>

• Yes - we started at 20% because I chose to invest in PC as we supported you while building with Crypsense, we moved to 36% when we came on as the primary technology and infrastructure provider.

<aside> 📌 PC views HC as a strategic partner and technology provider. For PC to operate efficiently it needs to be able to operate independently day to day and closely work with HC on mutual business that HC and PC can benefit from.

</aside>

• Agree.

<aside> 📌 Your initial estimate on the time frame of the development of the platform was 3 months. To date, there are basic features of the platform that don’t function. We understand that bringing the platform to where it needs to be is going to take significant work.

</aside>

This is very inaccurate framing - I promised 3 months and we delivered on this for all core features discussed in the initial scope and we have Figma to keep us honest, please give me a list of features that “don’t function” and I’ll look into this asap - this shouldn’t also be confused with changing scope as the platform evolves for example, us having to build core banking infrastructure to power the new arb flow (which is working smoothly minus NPS) and me sitting down with Choice for multiple meetings to streamline this was never apart of the initial scope but one thing we did to keep the model going.

<aside> 📌 PC uses the platform exclusively to open choice bank accounts. PC no longer uses the core functions of the platform which are the following: o Onboarding is conducted via email submissions. - o PC uses VALR for all of its crypto functions. o Investments are stored in VALR. o Transaction recording is conducted on Google Sheets. o We have reverted to generating contracts internally.

</aside>

• Onboarding is conducted via email submissions. - Why? Onboarding on the platform works fine.
• PC uses VALR for all of its crypto functions. - Why? Wallets work perfectly fine why the switch to VALR.