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2023-10-20

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Third Affidavit of Christina R. Rolle Dated 20 October 2023

The Securities Commission of The Bahamas submits this affidavit to document its investigative meetings and interviews conducted between October 2022 and September 2023 regarding Mdollaz Ltd. (trading as Arawak X). The document details interactions with various individuals, including directors, former executives, and investors, while referencing attached transcripts and meeting minutes as exhibits. It serves as a factual record of the Commission's regulatory and investigative activities in the matter.

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COMMONWEALTH OF THE BAHAMAS IN THE SUPREME COURT Commercial Division

2023 COM/com/00053

IN THE MATTER of the Companies Act 1992. AND IN THE MATTER of an Application under the Securities Industry Act 2011. AND IN THE MATTER of Mdollaz (trading as Arawak X), a Registered Marketplace and Clearing Facility.

THIRD AFFIDAVIT OF CHRISTINA R. ROLLE

I, Christina R. Rolle, Executive Director of the Securities Commission of The Bahamas, (hereafter the "Commission"), New Providence, one of the islands of the Commonwealth of The Bahamas, make oath and say as follows:

  1. I make this Third Affidavit on behalf of the Petitioner (also hereafter referred to as “the Applicant”) in my aforesaid capacity as the Executive Director of the Commission.

  2. I am the same person who, in my said capacity, swore the Affidavit filed on 18 September 2023 (the “Principal Affidavit”), and I am also duly authorized to make this Third Affidavit on the Petitioner’s behalf. The facts deposed to herein are within my own knowledge or are obtained from documents in possession of the Commission or its legal advisors as the case may be, and are true to the best of my knowledge, information and belief.

  3. In the course of carrying out its regulatory and/or investigative functions, the Commission regularly conducts meetings and interviews (both formal and informal) with persons deemed relevant to the Commission’s investigations. Further, Part IV of the Act empowers the Commission to compel testimony and gather evidence from any person.

  4. Per the Commission’s internal processes, meetings and interviews (both formal and informal) are either attended by myself and/or by persons within the Commission who have been designated by me to attend/conduct such meetings and interviews.

  5. In early October 2022, Mr. Felix Stubbs telephoned me and advised that he had been contacted by Mr. D’Arcy Rahming Sr. to serve as a director of the Respondent. Mr. Stubbs expressed his concern that he requested but was unable to receive financials from Mr. Rahming Sr. He also noted that he thought the Commission should speak with Mr. James Campbell and wanted to arrange a meeting between himself, Mr. Campbell and the Commission. The meeting was arranged for 11 October 2022. I attended this meeting along with Ms. Magan Knowles (Manager, Supervision) and Mr. Daniel Strachan (Deputy Manager, Supervision). The relevant details of this meeting are outlined at paragraphs 7-9 and 12 of the Affidavit filed on 18 September 2023 (the “Principal Affidavit”).

  6. On 14 October 2022, the Commission met with Mr. Darcy Rahming Sr. I attended this meeting along with Ms. Magan Knowles, Mr. Renaldo Harding (Manager, Examinations), Mrs. Vivienne Dean (Manager, Enforcement) and Mr. Daniel Strachan. The relevant details of this meeting are outlined at paragraph 13 of the Principal Affidavit.

  7. On 23 March 2023, following a “for cause” examination as detailed in the Principal Affidavit, the Commission imposed conditions on the registration of the Respondent details of which are in the Principal Affidavit. On 12 April 2023, the Commission met with the principals of the Respondent who were accompanied by their attorney, Mr. Kahlil Parker KC. I attended this meeting along with Mr. Gawaine Ward (Senior Manager, Enforcement), Mrs. Vivienne Dean and Mr. Austin Smith (Deputy Manager, Examinations). The transcript of this meeting is attached to the Principal Affidavit as CRR8.

  8. On 19 April 2023, the Commission met and conducted a formal interview with Mr. Michael Turnquest, former CFO of the Respondent. I did not attend this meeting and the Commission was represented by Mrs. Vivienne Dean, Mr. Daniel Strachan, Ms. Aramantha Hepburn (Deputy Manager, Enforcement) and Mr. Gladstone Brown (Legal Officer, Enforcement). Now shown to me is a true copy of the transcript of the interview marked and exhibited as “CRR 1”.

  9. On 3 May 2023, the Commission met with Mr. Lambert Longley and Ms. Charlene Fox of LDL and Associates. I did not attend this meeting and the Commission was represented by Mr. Renaldo Harding, Mrs. Vivienne Dean, Mr. Austin Smith, Mr. Daniel Strachan and Ms. Aramantha Hepburn. Now shown to me is a true copy of the meeting minutes marked and exhibited as “CRR 2”.

  10. On 9 May 2023, the Commission met and conducted formal interviews separately with Ms. Nadia Butler, former Compliance Officer, and Mr. Kenneth Donathan, CFO. Both were accompanied by the Respondent’s attorney, Mr. Kahlil Parker, KC. I did not attend this meeting and the Commission was represented by Ms. Magan Knowles, Mr. Renaldo Harding, Mrs. Vivienne Dean, Mr. Austin Smith, Mr. Daniel Strachan and Ms. Aramantha Hepburn. Now shown to me is a true copy of the meeting minutes marked and exhibited as “CRR 3”.

  11. On 3 July 2023, the Commission met with Mr. Samuel Wilkinson, former CFO of the Respondent. I did not attend this meeting and the Commission was represented by Mr. Austin Smith, Mr. Daniel Strachan, Ms. Aramantha Hepburn and Mr. Gladstone Brown. Now shown to me is a true copy of the meeting minutes marked and exhibited as “CRR 4”.

  12. On 11 July 2023, the Commission met with Investor 36 (as referred to in the Principal Affidavit). I did not attend this meeting and the Commission was represented by Mr. Daniel Strachan, Ms. Aramantha Hepburn, Ms. Yulanda Forbes-Fowler, (Assistant Manager, Examinations) and Mr. Gladstone Brown. Now shown to me is a true copy of the meeting minutes marked and exhibited as “CRR 5”.

  13. On 11 July 2023, the Commission held a teleconference with Investor 18 (as referred to in the Principal Affidavit). I did not attend this telephone meeting and the Commission was represented by Mr. Gawaine Ward. Now shown to me is a true copy of the meeting minutes marked and exhibited as “CRR 6”.

  14. On 24 August 2023, the Commission met with Investor 15 (as referred to in the Principal Affidavit) via Microsoft Teams. I did not attend this meeting and the Commission was represented by Ms. Magan Knowles, Mr. Renaldo Harding, Mr. Austin Smith, Mr. Daniel Strachan, Ms. Aramantha Hepburn and Mr. Gladstone Brown. Now shown to me is a true copy of the meeting minutes marked and exhibited as “CRR 7”.

  15. On 30 August 2023, the Commission met with the principals of the Respondent who were accompanied by their attorney, Mr. Kahlil Parker, KC. I did not attend this meeting and the Commission was represented by Mr. Gawaine Ward, Ms. Magan Knowles, Mr. Renaldo Harding, Mr. Daniel Strachan, Ms. Aramantha Hepburn, Mr. Yulanda Forbes Fowler, Gladstone Brown and Mr. Krisspin Sands (Legal Officer, Office of Legal Counsel).

  16. On 13 September, the Commission met with the principals of the Respondent who were accompanied by their attorney, Mr. Kahlil Parker, KC. I attended this meeting along with Mr. Gawaine Ward, Ms. Magan Knowles, Mr. Renaldo Harding, Ms. Aramantha Hepburn, Mr. Yulanda Forbes Fowler and Mr. Krisspin Sands. The transcript of this meeting is attached to the Principal Affidavit as CRR 29.

  17. That the contents of this Affidavit are true and correct to the best of my knowledge information and belief.

SWORN TO in the City of Nassau } This 19th day of October, A.D., 2023 }

[Signature] BEFORE ME,

[Signature] NOTARY PUBLIC

COMMONWEALTH OF THE BAHAMAS IN THE SUPREME COURT Commercial Division

2023 COM/com/00053

IN THE MATTER of the Companies Act, 1992 AND IN THE MATTER of an Application under the Securities Industry Act, 2011 AND IN THE MATTER of Mdollaz Ltd. (trading as Arawak X), a Registered Marketplace and Clearing Facility.

CERTIFICATE

These are the Exhibits marked “CRR 1” through “CRR 7” referred to in the Third Affidavit of Christina R. Rolle, filed herein and dated the 19th day of October, 2023.

Before Me, [Signature] Notary Public

COMMONWEALTH OF THE BAHAMAS IN THE SUPREME COURT Commercial Division

2023 COM/com/00053

IN THE MATTER of the Companies Act, 1992. AND IN THE MATTER of an Application under the Securities Industry Act, 2011. AND IN THE MATTER of Mdollaz Ltd. (trading as Arawak X), a Registered Marketplace and Clearing Facility.

BUNDLE INDEX PAGE

A. Third Affidavit of Christina R. Rolle

  1. Transcript dated 19 April. 2023 (CRR1)
  2. Meeting Minutes dated 3 May. 2023 – SCB and Mr. Lambert Longley and Ms. Charlene Fox (CRR2)
  3. Meeting Minutes dated 9 May. 2023 – SCB and Ms. Nadia Butler/SCB and Mr. Kenneth Donathan (CRR3)
  4. Meeting Minutes dated 3 July. 2023– SCB and Mr. Samuel Wilkinson (CRR4)
  5. Meeting Minutes dated 11 July. 2023 – SCB and Investor 36 (CRR5)
  6. Meeting Minutes dated 11 July. 2023 – SCB and Investor 18 (CRR6)
  7. Meeting Minutes dated 24 August. 2023 – SCB and Investor 15 (CRR7)

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[The following pages 7-82 contain the transcript of the interview of Michael Turnquest, dated 19 April 2023.]

[The following pages 83-100 contain the exhibits referenced in the affidavit.]

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