This License Agreement (the “Agreement”) is entered into as of January 1st, 2026 (the “Effective Date”), by and between

EARNPARK PLATFORM LLP, a limited liability partnership duly incorporated and validly existing under the laws of the United Kingdom of Great Britain and Northern Ireland, registration number OC442773, formed on 22 June 2022, with its registered office at 128 City Road, London, United Kingdom, EC1V 2NX (the “Licensor”), and

Earnpark Limited, a company duly incorporated and validly existing under the Business Companies Act of the British Virgin Islands, registration number 2149760, incorporated on 28 May 2024, with its registered office at Intershore Chambers, Road Town, Tortola, British Virgin Islands (the “Licensee”).

The Licensor and the Licensee are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

WHEREAS, the Licensor is the original developer and lawful owner of proprietary software, technological solutions, system architecture, documentation, know-how and other intellectual property forming the technological foundation of the EarnPark platform;

WHEREAS, the Licensee is the principal operating company of the EarnPark group and is responsible for the operation of the EarnPark platform as made available to end users, for entering into contractual relationships with end users, and for the provision of access to client-facing products and services offered under the EarnPark brand;

WHEREAS, the Parties have adopted an operational and legal structure pursuant to which the Licensor’s activities are limited to the development, maintenance and licensing of technology and related intellectual property, while all customer-facing activities, contractual relationships with end users, and day-to-day operation of user accounts are conducted exclusively by the Licensee, for the avoidance of doubt, the Licensor does not enter into contracts with End Users and does not provide any products or services to End Users;

WHEREAS, the Licensee requires a licence to use certain intellectual property owned or controlled by the Licensor for the purpose of operating the EarnPark platform and enabling access to the Licensee’s products and services for end users, in accordance with applicable laws and the Licensee’s own customer agreements;

WHEREAS, the Licensor is willing to grant, and the Licensee is willing to accept, such licence on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereby agree as follows.

1.1. For the purposes of this Agreement, the following terms shall have the meanings set forth below:

1.2. “Agreement” means this License Agreement, including all Supplemental Agreements entered into pursuant hereto, as may be amended from time to time in accordance with its terms.

1.3. “Effective Date” means the effective date of this Agreement as specified on the first page hereof.

1.4. “EarnPark Platform” means the proprietary technological platform originally developed by the Licensor, including its software, system architecture, technical infrastructure, interfaces, databases, documentation, algorithms, and related components, ownership of which is retained by the Licensor, and which is made available to end users via the website located at https://earnpark.com/, as operated by the Licensee.

1.5. “End Users” means individuals or legal entities that enter into contractual relationships exclusively with the Licensee for access to products or services offered under the EarnPark brand.“Intellectual Property” means all intellectual property rights owned or controlled by the Licensor and licensed to the Licensee under this Agreement, as specifically identified and described in the applicable supplemental agreements entered into pursuant to this Agreement.

1.6. “Licence” means the limited right to use the Intellectual Property granted by the Licensor to the Licensee under this Agreement, the scope, duration, territory, limitations and other parameters of which shall be specified in the applicable Supplemental Agreements.

1.7. “Licensee Services” means the products and services offered by the Licensee to End Users under the EarnPark brand, access to which is enabled through the EarnPark Platform.

1.8. “Supplemental Agreement” means any additional agreement, addendum, schedule or appendix entered into by the Parties pursuant to this Agreement, which specifies, inter alia, the licensed Intellectual Property, scope of use, restrictions, term, fees, and/or other commercial or technical terms applicable to the Licence.

2.1. Framework Nature of the Agreement

2.1.1. This Agreement is a framework licence agreement establishing the general legal principles governing the licensing of the Intellectual Property by the Licensor to the Licensee in connection with the EarnPark Platform, as described in the recitals hereto.

2.1.2. The Parties expressly acknowledge and agree that this Agreement does not set out the essential commercial, technical, or operational characteristics of any licence. All such characteristics, including, without limitation, the specific Intellectual Property licensed, the scope and manner of use, restrictions, term, territory, and consideration (if any), shall be determined exclusively in one or more Supplemental Agreements entered into pursuant to this Agreement.

2.2. Public Availability of the Agreement

2.2.1.The Parties acknowledge and agree that, for transparency and informational purposes, this Agreement may be published on the official website of the EarnPark platform, currently available at https://earnpark.com/, which is operated and administered by the Licensee in accordance with the structure described in the recitals.

2.2.2. Such publication is intended solely to disclose the general legal framework governing the relationship between the Licensor and the Licensee in respect of the Intellectual Property and the EarnPark Platform.

2.3. Non-Public Nature of Supplemental Agreements

2.3.1. The Parties expressly acknowledge and agree that the Supplemental Agreements contain, or may contain, confidential, proprietary, commercial and technical information relating to the Intellectual Property and the Licence.

2.3.2. Accordingly, the Supplemental Agreements shall not be published on the EarnPark platform website or otherwise made publicly available and shall remain confidential between the Parties, except to the extent disclosure is required by applicable law or by a competent authority.

2.4. No Public Offer or Grant of Rights

The publication of this Agreement on the EarnPark platform website shall not be construed as:

No third party shall be deemed to acquire any rights under or in connection with this Agreement by virtue of its publication.

3.1. Grant of Licence

3.1.1. Subject to the terms and conditions of this Agreement and the applicable Supplemental Agreements, the Licensor hereby grants to the Licensee, and the Licensee hereby accepts, a limited licence to use the Intellectual Property.

3.1.2. The Licence granted under this Agreement shall be non-exclusive, non-transferable and non-sublicensable, unless otherwise expressly provided in the applicable Supplemental Agreement.

3.1.3. The Licence is granted solely within the scope, for the term, for the territory and for the purposes expressly specified in the applicable Supplemental Agreements. No rights are granted except as expressly set forth in this Agreement and such Supplemental Agreements.

3.2. Scope of Licence

3.2.1. The specific scope of the Licence, including, without limitation:

shall be defined exclusively in the applicable Supplemental Agreements.

3.2.2. In the absence of a duly executed Supplemental Agreement expressly identifying particular Intellectual Property and the corresponding scope of use, no Licence in respect of such Intellectual Property shall be deemed granted under this Agreement.

3.2.3. The Licensee acknowledges that this Agreement constitutes a framework agreement only, and that the Licence becomes effective and enforceable solely to the extent specified in each applicable Supplemental Agreement.

3.2.4. For the avoidance of doubt, the Licensee may permit its affiliates, contractors and third-party service providers (including hosting and technical service providers) to access and use the Intellectual Property solely to the extent necessary to operate the EarnPark Platform and/or perform the Licensee’s obligations, in each case on the Licensee’s behalf and subject to written confidentiality and use restrictions no less protective than those in this Agreement; such access and use shall not be deemed a sublicense.

3.3. Purpose of Use

3.3.1. The Licensee shall be entitled to use the Intellectual Property solely for the purposes expressly specified in the applicable Supplemental Agreements.

3.3.2. Any use of the Intellectual Property outside the permitted purpose(s) set forth in the applicable Supplemental Agreements shall constitute a use outside the scope of the Licence and a material breach of this Agreement.

3.4. Reservation of Rights

3.4.1. All rights in and to the Intellectual Property not expressly granted to the Licensee under this Agreement and the applicable Supplemental Agreements are hereby expressly reserved by the Licensor.

3.4.2. No implied licences are granted under this Agreement, whether by implication, estoppel, or otherwise.

3.4.3. Nothing in this Agreement shall restrict the Licensor from using, licensing, exploiting, or otherwise disposing of the Intellectual Property, in whole or in part, for its own purposes or for the benefit of third parties, provided that such actions do not conflict with the rights expressly granted to the Licensee under the applicable Supplemental Agreements.

3.5. Supplemental Agreements

3.5.1. The Parties acknowledge and agree that all essential and material terms of the Licence, including, without limitation, the identification of the licensed Intellectual Property, the scope and manner of use, any restrictions or limitations, the term, territory, fees (if any), and any other commercial, technical or legal parameters of the Licence, shall be specified exclusively in one or more Supplemental Agreements entered into pursuant to this Agreement.

3.5.2. This Agreement constitutes a framework agreement only. No Licence in respect of any Intellectual Property shall arise or be deemed granted unless and to the extent expressly provided in a duly executed Supplemental Agreement.

3.5.3. Each Supplemental Agreement shall, upon execution by both Parties, form an integral and inseparable part of this Agreement.

3.5.4. In the event of any inconsistency between this Agreement and a Supplemental Agreement, the provisions of the relevant Supplemental Agreement shall prevail solely with respect to the subject matter expressly governed thereby.

4.1. Obligations of the Licensor

4.1.1. The Licensor shall grant to the Licensee the Licence in accordance with the terms and conditions of this Agreement and the applicable Supplemental Agreements.

4.1.2. The Licensor shall ensure that, as of the Effective Date and throughout the term of the applicable Supplemental Agreements, it is lawfully entitled to grant the Licence within the scope expressly specified therein.

4.1.3. Subject to and strictly in accordance with the applicable Supplemental Agreements, the Licensor shall make available to the Licensee such documentation, technical materials, interfaces, access credentials, repositories, installation files or other materials as are expressly specified in the relevant Supplemental Agreement and are reasonably necessary to enable the Licensee to exercise the Licence.

4.1.4. The Licensor shall not take any action that would materially interfere with the Licensee’s lawful exercise of the Licence within the scope expressly granted under the applicable Supplemental Agreements.

4.1.5. Except as expressly provided in this Agreement or an applicable Supplemental Agreement, the Licensor shall have no obligation to:

4.1.6. Any development, maintenance, support, transitional assistance or cooperation obligations of the Licensor, if any, shall be governed exclusively by the applicable Supplemental Agreements.

4.2. Rights of the Licensor

4.2.1. The Licensor shall be entitled to grant licences in respect of the Intellectual Property to third parties and to use the Intellectual Property for its own purposes, provided that such use or licensing does not conflict with the rights expressly granted to the Licensee under the applicable Supplemental Agreements.

4.2.2. The Licensor shall be entitled to receive any licence fees or other consideration, if any, in the amount, manner, and within the time limits specified in the applicable Supplemental Agreements.

4.2.3. The Licensor shall be entitled to monitor compliance by the Licensee with the terms of this Agreement and the applicable Supplemental Agreements, including compliance with the scope of the Licence.

4.3. Obligations of the Licensee

4.3.1. The Licensee shall use the Intellectual Property strictly within the scope, for the purposes, for the duration, and subject to the limitations expressly specified in this Agreement and the applicable Supplemental Agreements.

4.3.2. The Licensee shall comply with all conditions, restrictions, and requirements applicable to the Licence as set forth in the applicable Supplemental Agreements.

4.3.3. The Licensee shall pay to the Licensor the licence fees or other consideration (if any) in the amounts, in the manner and within the time limits expressly specified in the applicable Supplemental Agreements.

4.3.4. The Licensee shall not claim ownership of, or any exclusive rights in, the Intellectual Property and shall not take any action inconsistent with the Licensor’s ownership thereof.

4.3.5. The Licensee shall not register the Intellectual Property or any part thereof in its own name or on its own behalf, except where expressly authorised in writing by the Licensor.

4.3.6. The Licensee shall be solely responsible for the manner in which the Intellectual Property is used and for all products or services offered using or enabled by the Intellectual Property.

4.3.7. The Licensee shall promptly notify the Licensor upon becoming aware of any unauthorised use of the Intellectual Property or any infringement of the Licensor’s intellectual property rights by third parties, insofar as such infringement comes to the Licensee’s attention.

4.3.8. The Licensee shall comply with all applicable laws and regulations in connection with its use of the Intellectual Property.

4.4. Rights of the Licensee

4.4.1. Subject to the terms and conditions of this Agreement and the applicable Supplemental Agreements, the Licensee shall be entitled to use the Intellectual Property in accordance with the Licence.

4.4.2. Subject to the applicable Supplemental Agreements, the Licensee may request from the Licensor the materials and information expressly specified therein as necessary to enable the exercise of the Licence.

4.4.3. The Licensee may suspend payment of licence fees in the event of a material breach by the Licensor that materially prevents the Licensee from exercising the Licence; such suspension shall be preceded by a written notice to the Licensor specifying the alleged material breach and only if such breach materially prevents the Licensee from exercising the Licence, the Licensee may not suspend the license payments if the Licensor has cured such breach within thirty (30) days of receipt of such notice.

5.1. Representations and Warranties of the Licensor. The Licensor hereby represents and warrants to the Licensee that, as of the Effective Date and throughout the term of this Agreement:

5.1.1. The Licensor is duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has full corporate power and authority to enter into and perform this Agreement and the applicable Supplemental Agreements.

5.1.2. The execution, delivery, and performance of this Agreement and any applicable Supplemental Agreement by the Licensor have been duly authorised and do not violate any applicable law, regulation, court order, or any agreement or obligation binding upon the Licensor.

5.1.3. The Licensor lawfully owns or otherwise validly controls the Intellectual Property and is entitled to grant the Licence to the Licensee within the scope expressly specified in this Agreement and the applicable Supplemental Agreements.

5.1.4. To the Licensor’s knowledge, the grant of the Licence as expressly provided under the applicable Supplemental Agreements does not infringe any intellectual property rights of any third party.

5.1.5. The Intellectual Property has been developed by the Licensor and/or acquired by the Licensor from authors, developers, or other rightsholders on lawful grounds, and all agreements required to enable the grant of the Licence have been duly executed, with all material obligations thereunder duly performed.

5.1.6. The Licensor represents that, as of the Effective Date, there are no pending or threatened claims, actions or proceedings known to the Licensor that would materially prevent the grant of the Licence within the scope specified in the applicable Supplemental Agreements.

5.1.7. Except as expressly provided in this Agreement or an applicable Supplemental Agreement, the Licensor does not warrant that the Intellectual Property is error-free, uninterrupted, fit for any particular purpose, or compatible with any specific systems or environments.

5.1.8. Except as expressly set forth in this Agreement or an applicable Supplemental Agreement, the Licensor makes no other representations or warranties, whether express or implied, including any warranties of merchantability, fitness for a particular purpose or non-infringement.

5.2. Representations and Warranties of the Licensee. The Licensee hereby represents and warrants to the Licensor that, as of the Effective Date and throughout the term of this Agreement:

5.2.1. The Licensee is duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has full corporate power and authority to enter into and perform this Agreement and the applicable Supplemental Agreements.

5.2.2. The execution, delivery, and performance of this Agreement and any applicable Supplemental Agreement by the Licensee have been duly authorised and do not violate any applicable law, regulation, court order, or any agreement or obligation binding upon the Licensee.

5.2.3. The Licensee has sufficient organisational, technical, and financial resources to perform its obligations under this Agreement and the applicable Supplemental Agreements, including any payment obligations.

5.2.4. The Licensee shall use the Intellectual Property solely in accordance with the scope of the Licence and shall not use the Intellectual Property in a manner that infringes the rights of the Licensor or any third party.

5.2.5. The Licensee acknowledges that it has independently assessed the suitability of the Intellectual Property for its intended purposes and enters into this Agreement without reliance on any representations or warranties other than those expressly set forth herein or in an applicable Supplemental Agreement.

5.2.6. The Licensee acknowledges to be solely responsible for the provision of the Licensee Services and its relationships with End Users, and for obtaining and maintaining any licences, approvals, registrations, permits or other regulatory permissions required (if any) in connection therewith. For the avoidance of doubt, the Licensor does not provide the Licensee Services and has no responsibility for the Licensee’s regulatory or licensing compliance in relation to the Licensee Services or End Users.

6.1. The Licensor shall be liable to the Licensee solely for losses directly incurred by the Licensee as a result of the Licensor’s material breach of its obligations expressly set forth in this Agreement or an applicable Supplemental Agreement, subject to the limitations provided herein.

6.2. The Licensor shall not be liable for any losses, damages or claims arising out of or in connection with:

6.3. The Licensee shall be liable to the Licensor for losses directly incurred by the Licensor as a result of the Licensee’s breach of this Agreement or an applicable Supplemental Agreement, including, without limitation, use of the Intellectual Property outside the scope of the Licence or failure to comply with payment obligations (if any).

6.4. The Licensee shall indemnify and hold harmless the Licensor from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

6.5. Except in cases of fraud, wilful misconduct or gross negligence, the total aggregate liability of each Party arising out of or in connection with this Agreement and all applicable Supplemental Agreements shall not exceed the total amount of licence fees actually paid by the Licensee to the Licensor under the applicable Supplemental Agreements during the twelve (12) months preceding the event giving rise to the claim.

6.6. The Licensor shall promptly notify the Licensee in writing of any claim for which it seeks indemnification under this Section. The Licensee shall be entitled to assume control of the defence and settlement of such claim using counsel reasonably acceptable to the Licensor, and the Licensor shall provide reasonable cooperation at the Licensee’s expense. The Licensee shall not settle any claim in a manner that admits fault or imposes any obligation on the Licensor without the Licensor’s prior written consent (not to be unreasonably withheld or delayed).

6.7. Where no licence fees are payable under the applicable Supplemental Agreements, the total aggregate liability of each Party shall be limited to an amount expressly agreed in the applicable Supplemental Agreement or, in the absence thereof, to a reasonable amount determined in accordance with applicable law.

6.8. Each Party shall be responsible for the acts and omissions of its employees, officers, directors, contractors and agents as for its own acts and omissions in connection with this Agreement.

7.1. A Party shall not be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is caused by circumstances beyond its reasonable control which could not have been foreseen or prevented by reasonable measures, including but not limited to natural disasters, fires, floods, earthquakes, acts of war or terrorism, civil unrest, strikes, acts of government authorities, changes in applicable law, sanctions, or failures of public infrastructure.

7.2. The Party affected by such circumstances shall notify the other Party in writing of the occurrence of the force majeure event as soon as reasonably practicable after becoming aware of it.

7.3. The affected Party shall use reasonable efforts to mitigate the effects of the force majeure event and to resume performance of its obligations as soon as reasonably practicable.

7.4. If the force majeure event continues for a period exceeding three (3) consecutive months and materially prevents the performance of this Agreement, either Party shall be entitled to terminate this Agreement by giving written notice to the other Party.

7.5. The occurrence of a force majeure event shall not release either Party from the performance of any obligations accrued prior to the occurrence of such event.

7.6. The occurrence of a force majeure event shall not automatically suspend this Agreement unless otherwise expressly agreed by the Parties in writing.

8.1. Each Party undertakes to keep confidential any Confidential Information received from the other Party in connection with this Agreement and the applicable Supplemental Agreements and not to disclose such Confidential Information to any third party, except as expressly permitted herein.

8.2. For the purposes of this Agreement, “Confidential Information” means any information, whether disclosed in written, oral, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential by its nature or the circumstances of its disclosure, including, without limitation, information relating to the Intellectual Property, Supplemental Agreements, technical documentation, business operations, financial information, commercial terms, strategies and know-how.

8.3. The receiving Party shall use the Confidential Information solely for the purposes of performing its obligations and exercising its rights under this Agreement and the applicable Supplemental Agreements.

8.4. The receiving Party may disclose Confidential Information only to its employees, officers, directors, contractors or professional advisers who have a need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations no less protective than those set forth herein.

8.5. The obligations set forth in this Section shall not apply to information that:

8.6. The Parties acknowledge and agree that the Supplemental Agreements contain confidential information and shall not be published or otherwise made publicly available, except as required by applicable law or a competent authority.

8.7. The confidentiality obligations under this Section shall survive termination or expiration of this Agreement for a period of three (3) years, unless a longer period is required by applicable law or expressly agreed in writing by the Parties.

9.1. This Agreement shall enter into force on the Effective Date and shall remain in effect unless and until terminated in accordance with the provisions of this Section 9.

9.2. The term of this Agreement constitutes a framework term only. The duration of any Licence granted hereunder shall be determined exclusively in the applicable Supplemental Agreements.

9.3. Either Party may terminate this Agreement for convenience by giving the other Party not less than thirty (30) days’ prior written notice, unless otherwise expressly provided in an applicable Supplemental Agreement.

9.4. Either Party may terminate this Agreement with immediate effect by written notice to the other Party in the event of a material breach of this Agreement or an applicable Supplemental Agreement by the other Party, provided that such breach is not cured within thirty (30) days from receipt of a written notice specifying the breach.

9.5. Either Party may terminate this Agreement with immediate effect by written notice if the other Party becomes insolvent, enters into liquidation, administration, bankruptcy or any analogous proceedings under applicable law, or ceases to carry on its business.

9.6. Upon termination or expiration of this Agreement for any reason:

9.7. Any provisions of this Agreement which by their nature are intended to survive termination or expiration, shall survive such termination or expiration.

10.1. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the British Virgin Islands.

10.2. The Parties shall use reasonable efforts to resolve any dispute, controversy or claim arising out of or in connection with this Agreement or any applicable Supplemental Agreement through good faith negotiations.

10.3. If the Parties fail to resolve such a dispute through negotiations within thirty (30) days from the date on which one Party notifies the other Party of the dispute in writing, either Party may refer the dispute to the courts of the British Virgin Islands.

10.4. The courts of the British Virgin Islands. shall have exclusive jurisdiction to settle any dispute, controversy or claim arising out of or in connection with this Agreement or any applicable Supplemental Agreement, including any question regarding its existence, validity or termination.

11.1. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, negotiations, understandings or communications, whether written or oral, relating thereto.

11.2. No amendment to or modification of this Agreement shall be valid unless made in writing and signed by duly authorised representatives of both Parties, except as expressly provided herein.

11.3. The Licensee shall not assign, transfer or novate this Agreement or any of its rights or obligations hereunder without the prior written consent of the Licensor. The Licensor may assign this Agreement to an affiliate or in connection with a merger, reorganisation or transfer of substantially all of its assets, upon written notice to the Licensee.

11.4. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

11.5. The failure or delay by either Party to exercise any right or remedy under this Agreement shall not constitute a waiver of such right or remedy.

11.6. Any notice or other communication under this Agreement shall be made in writing and shall be deemed duly given when delivered by hand, by recognised courier service, or by electronic mail to the addresses specified by the Parties, or to such other address as a Party may designate by written notice.

11.7. Nothing in this Agreement shall be construed as creating any partnership, joint venture, agency, fiduciary, or employment relationship between the Parties.

11.8. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution by electronic signature shall be deemed equivalent to execution by original signature.

11.9. The headings and numbering of Sections are included for convenience only and shall not affect the interpretation of this Agreement.

11.10. By executing this Agreement, each Party confirms and acknowledges that:

IN WITNESS WHEREOF, the Parties, acting through their duly authorised representatives, have executed this Agreement as of the Effective Date.