Final Order — Money Services Business

Index: OFR 2026 - 254 ·' DOCKETED ' ~ • ' /14/2026 EGAL STATE OF FLORIDA OFFICE OF FINANCIAL REGULATION In Re: OPEXCHANGE MSB LLC, Case Number: 132578 Respondent. FINAL ORDER This cause came on for consideration and final agency action. Upon review of the record and being otherwise fully advised in the premises, the Office of Financial Regulation ("Office") hereby finds:

1. The Office has jurisdiction over the subject matter of this case and the parties hereto.
2. The entry of this Final Order concludes the above-referenced matter. ORDERED: A. The Stipulation and Consent Agreement (Exhibit A) is hereby approved and incorporated by reference as if fully stated herein and is adopted as the Office's Findings of Fact and Conclusions of Law. B. The parties shall comply with all terms of the Stipulation and Consent Agreement. DONE and ORDERED this I l/-jl. day of May, 2026, in Tallahassee, Leon County, Florida.

CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing Final Order has been furnished by email to jcalderaso@gmail.com and mdambrosio@alodiga.com on this /Sf-d~ y of May, 2026. 2 Regulation 050 , 32314-8050 Email: Agency.Clerk@flofr.gov Tel: (850) 410-9889

I Exhibit A ST ATE OF FLORIDA OFFICE OF FINANCIAL REGULATION In Re: OPEXCHANGE MSB LLC, Case Number: 132578 Respondent. STIPULATION AND CONSENT AGREEMENT The State ofFlorida, Office ofFinancial Regulation ("Office"), and OPEXCHANGE MSB LLC ("Respondent"), in consideration of the mutual promises herein, recite, stipulate, and agree as follows: I . Background. At all times material, Respondent is and has been licensed as a Part II Money Services Business (License No. FT230000160) per chapter 560, Florida Statutes. The Office conducted an examination (Examination No. 13 I 381) to ascertain Respondent's compliance with chapter 560, Florida Statutes. In lieu of initiating a formal proceeding, the parties are herein resolving the matters at issue. 2. Jurisdiction. The Office is the state agency charged with the administration and enforcement of chapter 560, Florida Statutes, and the rules promulgated thereunder. The Office has jurisdiction to bring this administrative action against Respondent pursuant to chapter 560, Florida Statutes. 3. Findines. For purposes of this Stipulation and Consent Agreement, Respondent neither admits nor denies but consents to the Office making the following findings: a) Respondent failed to submit a quarterly report within 45 days of the end of the quarter, as set forth in Rule 69V-560.602, Florida Administrative Code. Respondent was 90 days late in filing the quarterly report for the quarter ending on

March 31. 2024, which was due on May I 5, 2024, and was filed on August J 3, 2024. 4. Terms and Conditions. The parties agree that the issues raised can be expeditiously resolved without further litigation by the execution of this Stipulation and Consent Agreement. The parties acknowledge they have read this Stipulation and Consent Agreement and fully understand the rights, obligations, tenns, duties, and responsibilities with respect to its contents. Therefore, in compromise and settlement of the foregoing findings and in consideration of the Office's forbearance from further litigation, Respondent agrees to the following terms and conditions: a. FUTURE COMPLIANCE. Respondent agrees to cease and desist from future violations of chapter 560, Florida Statutes, and the rules promulgated thereunder, and comply with all provisions of chapter 560, Florida Statutes, and the rules promulgated pursuant thereto. b. ADMINISTRATIVE FINE. Respondent agree.5 to pay the Office an administrative fine in the amount of One Thousand Dollars ($1,000.00), to be paid at the time of the execution and delivery of this Stipulation and Consent Agreement. This administrative fine shall be submitted in the form of a wire, cashier's check or money order made payable to the "Office of Financial Reg11/ation. " Such payment shall reference Case Number 132578 and shall be sent to the attention of Agency Clerk - c/o Damaris E. Reynolds, Post Office Box 8050, Tallahassee, Florida 32314-8050. Respondent acknowledges and agrees thnt in accordance with sedion 215.31, Florida 5tatutes, regarding the deposit of monies, (i) the tendered fine or settlement check may be depo!>itcd in adv1mcc of full execution or acceptance of the Stipulntion and Con'icnl Agreem~nt:

and (ii) such deposit shall not be construed as a final acceptance of the Stipulation and Consent Agreement absent full execution thereof and entry of a Final Order adopting same. 5. Final Order. Respondent consents to the entry of a Final Order, which incorporates the tenns of this Stipulation and Consent Agreement. Respondent understands and agrees that this Stipulation and Consent Agreement is subject to the final approval of the Office of Financial Regulation and the entry of the Final Order adopting such Agreement. In the event that the Final Order is not entered, this Stipulation and Consent Agreement shall be null and void. The Final Order incorporating this Stipulation and Consent Agreement constitutes final action by the Office for which the Office may seek enforcement pursuant to the provisions of chapters 560 and 120, Florida Statutes. 6. Waiver. By Respondent's consent to the entry of a Final Order with respect to this proceeding, Respondent waives: a) Any right to separately stated Findings of Fact and Conclusions of Law; b) Any right to receipt of a Notice of Rights pursuant to chapter 120, Florida Statutes; c) Any right to an administrative hearing or issuance of a Recommended Order pursuant to chapter 120, Florida Statutes; and d) Any right to contest in any administrative forum or judicial proceeding (including, but not limited to, an appeal pursuant to section 120.68, Florida Statutes) the validity of any term, condition, obligation, or duty expressly created in this Stipulation and Consent Agreement and the Final Order. 7. lteleascs. Upon full execution of this Stipulation and Consent Agreement, Rc:.pondent waives, releases, and forever discharges the Ollicc and its ugents, representatives, and employees from any and all causes of action, in lnw or in equity, which Respond~nt may have 3

arising out of this matter. The Office accepts this release and waiver by Respondent on behalf of itself, its agents. representatives, and employees without acknowledging, and expressly denying. that any such right or cause of action may exist. 8. Failure to Comply. Respondent acknowledges, concurs, and stipulates that Respondent's failure to comply with any of the tcnns, obligations, and con<litions of this Stipulation and Consent Agreement, and the Final Order adopting it, is a violation of the written agreement and the Final Order entered pursuant to chapters 120 and 560, Florida Statutes. Such non-compliance may result in the issuance of an emergency cease and desist order. However, nothing herein shall be construed to limit Respondent's right to contest any finding or determination of non-compliance. 9. Attorney's Fees. Each party herein shall be solely responsible for its separate costs and attorney's fees incurred in the prosecution, defense, or negotiations in this matter up to and including the entry of the Final Order adopting this Stipulation and Consent Agreement. I 0. Severabilitv. The parties agree that if any provision of this Stipulation and Consent Agreement or the application thereof to any person or circumstance is held invalid, the Stipulation and Consent Agreement will be given effect without the invalid provision, and to this end, the provisions of this Stipulation and Consent Agreement are declared severable. 11. Counterparts. This Stipulation and Consent Agreement may be executed in any number of counterparts, and by the parties in separate counterparts, each of which will be deemed to be an original but all of which together will constitute but one Stipulation and Consent Agreement. Copies of this Stipulation and Consent Agreement transmitted by facsimile or electronic mail shall have the same validity as if bearing an original signature. 4

12. Entire Agreement. This Stipulation end Consent Agreement repre~nts the entire agreement by and between Respondent and the Office. Any alterations, variations, changes. modifications, or waivers of the provisions hereof shall be valid only when they have been reduced to writing, duly signed by the Office end Respondent. attached to the original of this Stipulation and Consent Agreement, and subject to the approval of the Office. WHEREFORE, in consideration of the foregoing, the Office and Respondent execute this Stipulation and Consent Agreement for entry of a Final Order on the last date executed bek>w. [this space intentionally left blank with signatures appearing on the following page}

OPE~ Date ~ ?J_J_ i '],p JdL (Signature) Name: JESUS CALDERAS State of '£:io<,O ~ Title: CEO, President, and Manager County of >).:,t)r!, ::t)aJt. JESUS CALDERAS, as CEO, President, and Manager, of OPEXCHANGE MSB LLC, BEFORE ME by means of ~ hysical presence or D online notarization, has sworn (or affirmed) that he has read and understands the foregoing agreement and voluntarily signed the same. SWORN TO AND SUBSCRIBED before me this'31U: day of)..{o.ccb • KATE ICENDAU. Notary Public Stl1e of Florkla Comml HH753036 Expires 1/6/2000 Check the appropriate box: PersonalJy known O _/ OR Produced Identification @ / Type of identification produced ~ Driver's License 0 Passport 0 Other (Do not include ID number) ]CE OF FINANCIAi. REGULATION ~ e.((J~ - Gregory C. Oaks, l>ir..:c1or Division of Consumer finance Date: h 5/11/2026 , 2026 .