$FDCT non-binding letter of intent ("LOI" to acquire hundred percent equity interest in Genesis Financial, Inc. ("Genesis", a diversified financial services company with a focus on fintech-powered Wealth Management and Direct-to-Consumer (D2C) Lending Platform.

According to the terms of the LOI, the Company will acquire 100% of the issued and outstanding securities of Genesis for a stock-for-stock transaction ('Acquisition'), where Genesis shareholders shall receive restricted shares as consideration. As the transaction proceeds, the Company will publicly disclose required information either through press releases or SEC filings, as appropriate. Upon the consummation of the Acquisition, Genesis will become a wholly-owned subsidiary of the Company. The Acquisition merely represents the present understanding concerning the intended acquisition transaction and is not binding upon the parties. Garden State Securities Inc. ("GSS", a FINRA member, acted as the Company's advisor to the Agreement.