XTM Inc. through its QRails AnyDay product, further to its news release of January 19, 2024 that the Company entered into a USD 3,000,000 licensing agreement on January 19, 2024 to provide EWA processing for a U.S. entity (the "Customer"), is providing further context to its Licensing Agreement at the request of CIRO. The Licensing Agreement is for a 5 -year term whereby the Customer will receive a license over a 5 year period (the "License") and will be billed XTM's net computational cost to process and a monthly margin per month, per card up to 100,000 cards at which time the terms will be renegotiated. XTM has a combination of cloud and on-premise based, API-driven, prepaid and debit issuer processor services, together with QRails which offers a full program manager capable of providing any combination of services required as part of a client program.

As part of this License, the Customer may use the XTM Processing Platform for processing and/or may operate the Processing Platform independently. The Customer shall be responsible for all program management services and banking relationships. From time to time, the Customer may request XTM provide certain consulting and professional services related to the Processing Platform, including Platform management support services, client onboarding and implementation support services, and tier 1 and 2 support for the Customer clients.

The scope and value of such services shall be agreed upon by the parties at the time of the Customer's request. XTM shall continue to develop, update, apply security, currency, infrastructure and application upgrades, patch and/or make improvements (collectively, the "Upgrades") to the Processing Platform during its normal course of operations and shall make such Upgrades available as soon as practicable for acceptance and use to the Customer. If such upgraded services have a third party cost, the Customer will have the option, by way of the API, to integrate such upgraded services and pay such third party costs a profit margin.