CRYPTOCOIN SALES AND PURCHASE AGREEMENT

COINS-BTC-300k-RE-EAXX-XXBUY-XXSELL-2023.05.04
Transaction code:

CRYPTOCOIN
SALES and PURCHASE AGREEMENT
(Agreement)
1. This Crypto Sales and Purchase agreement (the “Agreement” Or the “SPA”)) with transaction code : COINS-BTC-300k-RE-EAXX-
XXBUY-XXSELL-2023.05.04 and its annexes attached thereto are entered on this : xxx xx, 2023 (“Effective Date”) by and between:

COINS– SELLER
SELLER’S NAME:
ADDRESS:

REPRESENTED BY:
ADDRESS :
PASSPORT NO.:
COUNTRY ISSUED BY:
PASSPORT ISSUE DATE:
PASSPORT EXPIRATION DATE:

Hereinafter, referred to as the “Seller”

And

COINS– BUYER
BUYER’S NAME:
ADDRESS:
REPRESENTED BY:
PASSPORT NO.:
COUNTRY ISSUED BY:
PASSPORT ISSUE DATE:
PASSPORT EXPIRATION DATE:

Hereinafter, referred to as the “Buyer.”

Buyer and Seller and their respective Mandates (see APPENDIX J) hereinafter may be referred to collectively as the” Parties” and individually as
the “Party”.

SECTION I: SUBJECT OF THE AGREEMENT

The objective of this Agreement is to define the terms and conditions to sell and purchase USD TETHER (“USDTD”) (hereinafter, referred to
generally as the “COINS”) against the FIAT currency, U.S. Dollar (“USD”) based on the procedures as defined herein

Transaction details

INSTRUMENT: BITCOINS (hereinafter referred to as “COINS”)

TYPE OF ASSET: Digital cryptocurrency
RECEIVING MODE: Wallets
VOLUME: Up to 50,000 (“QUANTITY”) COINS plus R&E
Market Price MINUS Total x.0% (Gross Discount or “Seller Discount”) /
PRICE/DISCOUNT:
Market Price MINUS Total x.0% (Net Discount or “Buyer Discount”)
TOTAL COMMISSION: xx.0% (“Commission Percentage”)
SELLSIDE CLOSED
x % to be paid to the Seller side MANDATE (“SELLSIDE PERCENTAGE)

For and on behalf of Seller’s authorized signatory For and on behalf of Buyer’s authorized signatory:
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THEREOF:
x % TO BE PAID AS FIAT AMOUNTS (“SELLSIDE FIAT PERCENTAGE”)
x % TO BE PAID AS COINS AMOUNTS (“SELLSIDE COIN PERCENTAGE”)
BUYSIDE CLOSED
COMMISSION: x % to be paid to the Buyer side MANDATE (“BUYSIDE PERCENTAGE”)
THEREOF:
x % TO BE PAID AS FIAT AMOUNTS (“BUYSIDE FIAT PERCENTAGE”)
x % TO BE PAID AS COINS AMOUNTS (“BUYSIDE COIN PERCENTAGE”)
FACILITATORS: CLOSED
X % to be paid to the FACILITATORS (“FACILITATORS PERCENTAGE”)
THEREOF:
x % TO BE PAID AS FIAT AMOUNTS (“FACILITATORS FIAT PERCENTAGE”)
Y % TO BE PAID AS COINS AMOUNTS (“FACILITATORS COIN PERCENTAGE”)
Tranche Escrow Transaction Expense Percentage. 0.25 %
ESCROW EXPENSES Buyer Expense Percentage: 0%
Seller Expense Percentage :100%
SELLER’S TRANSACTION WALLET The Seller’s Transaction Wallet shall contain a minimum of 1,000 COINS
MINIMUM (“COINS Minimum”)
FIRST TRANCHE First Tranche: 5,000 COINS or as agreed upon
SUBSEQUENT TRANCHES Further Tranches as per mutual agreement by Seller and Buyer as per the procedures defined below
TRANSACTION: Attorney to Attorney and Escrow Attorney
PAYMENT MODE: Payment of the FIAT funds shall be made by Bank Wire/SWIFT MT103
MARKET PRICE REFERENCE: www.bitcoin.com
Commissions shall be paid as the difference between Seller Discount and Buyer Discount and all
EXPENSES expenses to be incurred to execute the transactions as stipulated in this SPA including the cost of the
Escrow Attorney will be paid by Buyer and Seller as specified below.

SECTION II: RECITALS

WHEREAS, the Seller wishes to sell to the Buyer Coins in the total amount of up to the QUANTITY (“Total COINS Amount”) with the possibility
of Rolls and Extensions (hereinafter, referred to as the "R&E");
WHEREAS, the Buyer wishes to purchase the Total COINS Amount based on the terms and conditions as defined herein;
WHEREAS, the Total COINS Amounts are contained in certain Wallets to which the Seller has unlimited access and ownership;
WHEREAS, the Parties agree to use a licensed escrow trustee attorney (“Escrow Attorney”) to perform the exchange of the COINS against the
FIAT funds equipped to conduct the technical security audit for the transfer of the COINS, and the entire Transaction will be executed directly
between Seller, and the Buyer using an Escrow Attorney to facilitate the exchange of the FIAT funds against the delivery of the COINS of each
Tranche;
WHEREAS, This Agreement governs the purchase, sale, delivery, and acceptance of COINS between the Seller and Buyer;
WHEREAS, It is hereby agreed that the Seller and Buyer would like to enter into this Sales and Purchase Agreement (the “COINS Offering”)
through an over the counter (“OTC”) deal facilitated by mandates listed herein (See ANNEX C);
WHEREAS, The Parties agree that the Agreement will remain valid with rolls and extensions;
WHEREAS, The Seller will be responsible for the delivery of COINS per the terms of this Agreement;
WHEREAS, The Buyer will be responsible for the delivery of the funds per the terms of this Agreement.;
WHEREAS, All Parties will act on a best efforts and good faith basis to complete the contract; and

WHEREAS, The Transaction Code of this Contract will be: COINS-BTC-300k-RE-EAXX-XXBUY-XXSELL-2023.05.04

NOW, THEREFORE, in consideration of the promises hereinafter made by the Parties hereto, it is agreed as follows:
SECTION III: PRE-CONDITIONS TO THE SALE AND PURCHASE OF THE BITCOINS AND REPRSENTATIONS

For and on behalf of Seller’s authorized signatory For and on behalf of Buyer’s authorized signatory:
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1. By signing this Agreement both, the Seller and Buyer confirm they read and understood procedures and terms herein.

2. The Seller hereby guarantees that the Seller owns or has legal and valid access to the Wallets containing the Total COINS Amount,
that the COINS are free of liens and taxes and that the Seller has the unrestricted authority to operate such wallets for the purpose
of transferring the Total COINS Amount in exchange to relevant fiat currency

3. By signing this Agreement the Seller confirms that the COINS were legally obtained from legal sources from mining or trading
activities and none of it was obtained as a result of any of the following: 1. Participation in an organized crime group or
racketeering.; 2.Terrorism ; 3. Human trafficking and migrant smuggling; 4. Sexual exploitation ;5. Illicit trafficking in narcotics and
psychotropic substances; 6. Illegal arms trafficking; 7. Trafficking in stolen goods; 8. Corruption; 9. Fraud; 10. Counterfeiting
currency; 11. Counterfeiting and piracy of products; 12. Environmental crime; 13. Murder and grievous bodily harm ; 14. Kidnapping
and hostage taking; 15. Robbery and Theft; 16. Smuggling; 17. Tax crime relating to both direct and indirect taxes; 18. Extortion; 19.
Forgery; 20. Piracy; 21. Cybercrime; 22. Insider trading and market manipulation.

4. By signing this Agreement the Buyer confirms that the fiat funds were legally obtained from legal sources and none of it was
obtained as a result of any of the following: 1. Participation in an organized crime group or racketeering.; 2.Terrorism ; 3. Human
trafficking and migrant smuggling; 4. Sexual exploitation ;5. Illicit trafficking in narcotics and psychotropic substances; 6. Illegal arms
trafficking; 7. Trafficking in stolen goods; 8. Corruption; 9. Fraud; 10. Counterfeiting currency; 11. Counterfeiting and piracy of
products; 12. Environmental crime; 13. Murder and grievous bodily harm ; 14. Kidnapping and hostage taking; 15. Robbery and
Theft; 16. Smuggling; 17. Tax crime relating to both direct and indirect taxes; 18. Extortion; 19. Forgery; 20. Piracy; 21. Cybercrime;
22. Insider trading and market manipulation, and that such funds are free of liens and taxes and freely transferrable to be exchanged
for the COINS.

5. The Buyer hereby confirms to make available the relevant Wallets to receive the Total COINS Amount.

6. Seller and Buyer agree to execute the sales and purchase of the Total COINS Amount in tranches (“Tranches”) to be announced by
the Seller and agreed upon by the Buyer and the Escrow Attorney in accordance with the procedures below.

7. The Buyer confirms to be ready, willing, and able to receive the Total COINS Amount and owns the relevant funds of FIAT Currency
to pay for the purchase of the COINS under the terms herein.

8. The Buyer and Seller confirm their respective Banking information (See Appendix C) and respective Wallets to he Escrow
Attorney(See Appendix E).

9. The Buyer and Seller shall provide to each other all the required compliance information, such as (a) copy of a valid passport and (b)
Customer Information Summary (CIS) (See Appendix G, Appendix H) which may be exchanged also via the Escrow Attorney. Upon
confirmation by both Parties that they reasonably satisfied with each other compliance documents, the Seller will start to engage
with the Buyer.
10. Buyer and Seller agree to cover all expenses related to the execution of the transactions stipulated herein (“Transaction Expenses”)
including but not limited to the Escrow Attorney expenses and bank charges based on mutual consent between the Escrow Attorney,
the Buyer, and the Seller. Such Transaction Expenses shall be paid for by Buyer and Seller according to the Buyer Expense
Percentage and the Seller Expense Percentage as defined above in the Transaction Details, respectively. This amount has been
established as defined in the Tranche Escrow Transaction Expense Percentage.

11. For the avoidance of doubt, the Escrow Attorney hall be licensed and regulated under a relevant jurisdiction.

12. CONDITIONS PREDCEDENT FOR SIGNING:

A. Seller and Buyer may use their attorneys or representatives for the execution of the Transaction (at their discretion).
B. Buyer and Seller confirm the Escrow Attorney (See Appendix D).
C. Buyer provides Proof of Funds (“POF”) to the Escrow Attorney, and at the same time,
D. Seller provides proof of the wallet (“POW”) to Buyer by providing the address of the sending wallet (“Seller’s Transaction
Wallet”) to the Escrow Attorney and Escrow attorney conducts a verification of the Seller’s Transaction Wallet which shall
contain the COINS Minimum and
E. The Escrow Attorney conducts a technical test by executing the action items specified below in sections i.to iii:
i. Escrow Attorney provides the wallet address the Escrow Attorney shall use to receive the COINS (“Escrow
Transaction Wallet”) to the Seller.
ii. Upon receiving the address of the Escrow Transaction Wallet the Seller shall execute a test transaction by
sending of 1 COIN or a fraction thereof to the Escrow Transaction Wallet (the “POC Test”)
iii. Escrow Attorney verifies the receipt of the POC Test transaction and confirms the results to Seller and Buyer
and files the result as Appendix to this Agreement.

For and on behalf of Seller’s authorized signatory For and on behalf of Buyer’s authorized signatory:
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F. Escrow Attorney, Buyer and Seller may agree to replace the POC procedure specified in Section H.i.-H.iii. above by a
modified reverse technical test transaction (“ Modified Reverse COIN Test”) by which the Escrow Attorney shall send from
the Escrow Transaction Wallet a test transaction of COINS in the amount of the equivalent of USD 100 to the Seller
Transaction Wallet ,from which the Seller shall send a return transaction in the amount of the equivalent of USD 50 to the
Escrow Transaction Wallet.
G. In the event the POC Test fails this Agreement shall not be executed unless Escrow Attorney, Seller and Buyer decide to
continue.
H. After successful exchange of POF and POC the Escrow Attorney shall provide the escrow agreement to Buyer and Seller
for execution (“Escrow Agreement”) together with the signing of this SPA and the pay-orders related to the payment of
the commissions and Buyer provides the address of the receiving wallet to the Escrow Attorney

13. By signing this Agreement, Buyer and Seller agree to the Transaction defined herein, including the terms and conditions and the
Standard Operating Procedures (“SOP”) of the Transaction.

SECTION IV:TRANSACTION PROCEDURE

2. Contract Terms & Signing:

A. Escrow Attorney confirms again to the Seller the POF and the POC to the Buyer.
3. Tranche Closing:
For each of the Tranches the Buyer and Seller and Escrow Attorney shall meet via a Zoom meeting (or equivalent electronic media)
to execute each of the Tranches based on the following procedures:
A. Seller confirms to the Escrow Attorney and the Buyer of the amount of COINS for the respective Tranche (“COINS
Tranche Amount”) which shall include also the COINS from the POC. (See Appendix A, Appendix E). The Escrow Attorney
establishes the market price for the Tranche using www.bitcoin.com
B. The Escrow Attorney notifies the Buyer and Seller as to the Market Price. The Buyer and Seller confirm the Market Price
the Escrow Attorney thereby establishing the market price (“Market Price”) to be used for the calculation of the FIAT
amounts of the Tranche.
C. The Escrow Attorney establishes all relevant FIAT values of the COIN Tranche Amount, as well as the Transaction
Expenses related to the execution of the respective Tranche (“Tranche Transaction Expenses”).
D. The Escrow Attorney calculates the respective transfer payments for each Tranche as defined in Appendix B resulting in
the COINS Buyer Gross Payment Amount (the Buyer will need to pay) and the COINS Tranche Seller Net Amount (the
Seller will receive)

E. In case of commissions to be paid in COINS the relevant COINS amount will be calculated and the Seller may send the
COINS Tranche Amount for the Buyer and the Total COINS Tranche Commissions in 2 separate transfers to 2 separate
Escrow Wallets based on the Escrow Attorney’s specifications.

For the avoidance of doubt: The COINS Tranche Seller Net Amount may be higher than the
Seller’s discount may suggest in case there are commissions paid in COINS.

F. Buyer deposits the appropriate FIAT funds equal to the COINS Tranche Buyer Gross Payment Amount into the Escrow
Attorney’s dedicated IOLTA Bank account (also referred to as the “Tranche Deposit” for the purpose of referencing to the
Escrow Agreement)). The Escrow Attorney shall make use of an Escrow Account of Euro IB, London which is a FSA
licensed bank.
If the Buyer does not deliver the FIAT funds of COINS Tranche Buyer Gross Payment Amount to the Escrow Account, the
transaction will be cancelled unless cured by mutual agreement between Buyer and Seller.
G. Escrow Attorney confirms to Seller that the COINS Tranche Buyer Gross Payment Amount has been deposited in the
Escrow Bank Account and is available.
J. Seller sends the appropriate COINS Tranche Amount to Escrow Attorney’s Wallet representing the amount of COINS for the
respective Tranche.
1. Should the Seller fail to deposit the COINS Tranche Amount into the Escrow Attorney’s Wallets within 2
Banking hours after the COINS Tranche Buyer Gross Payment Amount was received by the Escrow Attorney,
the Escrow Attorney shall return the FIAT funds of the COINS Tranche Buyer Gross Payment Amount back to
the Buyer and the transaction is cancelled unless the failure will be cured by mutual agreement between the
Seller and the Buyer.

For and on behalf of Seller’s authorized signatory For and on behalf of Buyer’s authorized signatory:
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K. The Escrow Attorney shall perform the Validation Audit (including 6 blockchain confirmation and document transaction ID) on the
COINS delivered by the Seller to the Escrow Attorney’s Wallet and shall report the result to the Buyer and the Seller.
L. Immediately upon the Validation Audit of the transfer of the COINS Tranche Amount to the Escrow Attorney’s Wallet, the Escrow
Attorney shall :
i. Provide a datasheet detailing each amount item relevant to the various receiving parties (“Amounts
Datasheet”) and share the said Amounts Datasheet with and have it countersigned by Buyer and Seller.
ii. Upon signing of the Amounts Datasheet, release the FIAT funds of the COINS Tranche Seller Net Amount from
the Escrow Bank Account to the Seller’s Bank Account, and
iii. Transfer the COINS Tranche Amount to the Buyer’s Wallet simultaneously;
iv. Distribute, after the Escrow Attorney has received the confirmation from the Seller and the Buyer that the
Seller had received the COINS Tranche Seller Net Amount and the Buyer had received the COINS Tranche
Amount, respectively, the TOTAL FIAT Tranche Commissions and the TOTAL COINS Tranche Commissions to a
designated IOLTA account and a dedicated Escrow Wallet of the Escrow Attorney, respectively . The Escrow
Attorney will distribute the said commissions from time to time to the relevant parties defined as recipients of
the commissions according to the percentages defined above and based on separate pay orders to be signed
by Buyer and Seller and to be lodged with the Escrow Attorney for relevant distribution, and
v. Pay for the Tranche Transaction Expenses.
M. The Escrow Attorney immediately after the initiation of the payments and transfers shall provide all recipients with a copy
of the Bank / Wallet transfer confirmations.
N. For the avoidance of doubt, if for any reason the Escrow Attorney is not able to release the COINS Tranche Seller Net
Amount to the Seller’s designated account the Escrow Attorney shall return the COINS Tranche Amount back to the
Seller’s Wallet and release the COINS Buyer Gross Payment Amount to the Buyer’s bank account.
O. In the event the Escrow Agent had released the COINS Tranche Seller Net Amount to the Seller’s bank account but the
Seller claims that the said payment had not been received, the Seller shall cause their bank officers to prove to the bank
officer of the Escrow Attorney that the said payment was not received and the relevant amount shall be returned to the
Escrow Account, after which paragraph 2.N. above shall apply.
P. After all parties have confirmed the receipt of their respective payments and the Buyer has confirmed the receipt of their
COINS Tranche Amount, the Seller will again notify the Escrow Attorney of the COINS Tranche Amount of the next
tranche which will then be executed following the same procedures as defined above.
Q. This procedure will continue until the Total COINS Amount has been transferred from the Seller to the Buyer.
SECTION V: ADDITIONAL NOTES
In case of non-performance by either Seller or Buyer, the non-performing Party will be liable for 5,000 COINS  (or FIAT equivalent) payable to
the other Party to their designated Wallet(s) and this Agreement will be deemed to be terminated unless the Parties can cure the non-
performance and decide mutually to continue with the Agreement. For the avoidance of doubt, non-performance shall mean: by the Buyer if
the Buyer fails to provide the COINS Tranche Amount Value to the Escrow Account within no later than 6 hours after the Escrow Attorney made
the request ,and by the Seller if the Seller fails to send the TOTAL SELLER’S COINS Tranche Amount to be verified by the Escrow Attorney within
no later than 6 hours after the Escrow Attorney had confirmed to the Seller that the COINS Tranche Amount Value had arrived at the Escrow
Account.
SECTION VI: COMMISSIONS
The Seller and Buyer agree to provide their respective mandates and advisors with relevant compensations (“Commissions”). Such
Commissions may be paid in FIAT funds and/or in COINS based on the various Commissions Percentages as defined above in Section I,
Transaction Details of this SPA and based on the calculations specified above in Section IV.2. The Seller and Buyer hereby agree that the said
Commissions will be distributed by the Escrow Attorney to the various Parties based on a separate pay order (“PO”) which is associated to this
SPA and which will be signed by the Buyer and the Seller and which will be lodged with the Escrow Attorney for the execution of the distribution
of the relevant FIAT Commission Amounts and COINS Commission Amounts to the various advisors, mandates and facilitators. For the
avoidance of doubt the Seller will compensate their partners and advisors by separate agreements.
SECTION VII: CONFIDENTIALITY
All information related to the Transaction and this Agreement is considered to be confidential and shall only be disclosed if required by law.
Each Party will use reasonable efforts to prevent the disclosure of any of the other Parties' Confidential Information to third parties during the
validity of this Agreement and for a period of two (2) years.
The Parties agree that officers, employees, legal and professional advisors who receive access to the Confidential Information will adhere the
confidentiality obligations as specified herein.
This Section must survive the expiration or the termination of this Agreement for the duration as specified in Article above.

For and on behalf of Seller’s authorized signatory For and on behalf of Buyer’s authorized signatory:
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SECTION VIII: TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date which defined as the date of signing this Agreement and shall continue until
both of the following two events occur:
(i) The COINS are all delivered by the Seller to the Buyer as defined in this Agreement; and
(ii) The Buyer has paid the obligations as defined in this Agreement, or in any case after 1 calendar year unless the Parties
mutually agree to extent this Agreement.
SECTION IX: WARRANTEES
1. Seller acknowledges and confirms that its COINS are owned by the Seller and are clear and clean of all liens and that the funds used
to purchase the COINS were obtained via legal, non-criminal means.

2. The Buyer acknowledged and confirmed that the funds used to purchase the COINS as part of this Transaction clear and clean of all
liens and that the funds used to purchase the COINS were obtained via legal, non-criminal means.

3. The Parties hereby agree and confirm that they have complied and that they shall comply with and do all things necessary to comply
with all United States laws and regulations and express policies, including the Patriot Act, all Anti Money Laundering (“AML”) laws
and regulations and all other applicable U.S. regulations. As part of this AML compliance, all the Parties will deliver their full KYC/CIS
information to the Escrow Attorney so that the Escrow Attorneys may confirm the Parties are legal valid and confirmed entities clear
to conduct this Transaction.

4. The persons executing and delivering this Agreement on behalf of the Parties represent and warrant that each of them is duly
authorized to do so and that the execution of this Agreement is the lawful and voluntary act of the Parties within their scope.

5. The Parties acknowledge that no Party is liable for delays whatsoever in the Banking or network system that are not caused by them.
The Parties acknowledge that they agree that Escrow Attorney may be required to hold the funds during the transaction and forward
the funds as directed by the Seller and Buyer.

6. The Parties acknowledge that Escrow Attorney maintains official accounts. The Parties acknowledge that that separate sub-accounts
at Escrow Attorney are not always possible from a Banking point of view and that the funds may therefore be held in the account
together with other client funds.

SECTION X: MISCELLANEOUS
1. Governing law. This Agreement shall be governed by the laws of the State of New York and the Parties hereby submit to the
Federal Court of the Southern District of New York.
2. Notices. Any notice or communication required or permitted hereunder shall be in writing.
3. Counterparts. This Agreement may be executed in three or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
4. Assignment. Either Party may transfer or assign this Agreement to third parties only with the prior written consent of the other
Parties.
5. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any prior
understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions,
understandings, or other agreements, whether oral or written, relating to the subject matter of this Agreement.
6. Binding effect. This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs,
representatives, administrators and permitted assigns of the Parties.
7. Severability. If any part or parts of this Agreement shall be ruled unenforceable for any reason, the remainder of this
Agreement shall continue to remain in full force and effect.
8. Waiver. A failure of a Party to enforce strictly a provision of this Agreement must in no event be considered a waiver of any
part of such provision. No waiver by a Party of any breach or default by another Party must operate as a waiver of any
succeeding breach or other default or breach by such other party. No waiver must have any effect unless it is specific,
irrevocable and in writing.
EACH PARTY, INDIVIDUALLY AND SEPARATELY, ACCEPTS THAT UPON SIGNING THIS CONTRACT THEY ARE BOTH LEGALLY AND LAWFULLY
BOUND TO ADHERE TO EACH AND ALL OF THE AGREED UPON TERMS SUBJECT TO THE PROVISIONS IN ARTICLE IX ABOVE.

For and on behalf of Seller’s authorized signatory For and on behalf of Buyer’s authorized signatory:
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ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS HAND SIGNATURE

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS) SHALL BE DEEMED VALID AND ENFORCEABLE IN RESPECT OF ANY PROVISIONS OF
THIS CONTRACT. AS APPLICABLE, THIS AGREEMENT SHALL BE:
1. INCORPORATE U.S. PUBLIC LAW 106-229,(KES50V2.2026)) “ELECTRONIC SIGNATURE IN GLOBAL AND NATIONAL COMMERCE
ACT” OR SUCH OTHER APPLICABLE LAW CONFORMING TO UNCITRAL MODEL LAW ON ELECTRONIC SIGNATURES (2001) AND

2. ELECTRONIC COMMERCE AGREEMENT (ECE/ TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE UNITED NATIONS CENTRE FOR
TRADE FACILITATION AND ELECTRONIC BUSINESS (UN/CEFACT).

3. EDT DOCUMENTS SHALL BE SUBJECT TO EUROPEAN COMMUNITY DIRECTIVE NO. 95/46/EEC, AS APPLICABLE. EITHER PARTY MAY
REQUEST HARD COPY OF ANY DOCUMENT THAT HAS BEEN PREVIOUSLY TRANSMITTED BY ELECTRONIC MEANS PROVIDED
HOWEVER, THAT ANY SUCH REQUEST SHALL IN NO MANNER DELAY THE PARTIES FROM PERFORMING THEIR RESPECTIVE
OBLIGATIONS AND DUTIES UNDER EDT INSTRUMENTS.

[Signature page to follow]

SIGNATURE ENDORSEMENT
IN WITNESS WHEREOF, the undersigned have read this document and had advise of its legality and after understanding the content of this
Agreement written in the English language, by knowledge of the language or by professional translation to the PARTIES language and legal
advice and initialed all the pages of this Agreement.

AGREED
BY THE COINS SELLER AUTHORIZED SIGNATORY:

For and on behalf of Seller’s authorized signatory: Date: EFFECTIVE DATE

BY THE COINS BUYER AUTHORIZED SIGNATORY:

For and on behalf of Seller’s authorized signatory: Date: EFFECTIVE DATE

For and on behalf of Seller’s authorized signatory For and on behalf of Buyer’s authorized signatory:
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For and on behalf of Seller’s authorized signatory For and on behalf of Buyer’s authorized signatory:
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Appendix A

If possible, the Seller and Buyer will close more than one Tranche per day.

Final Tranche schedule determined by Buyer and Seller.

For and on behalf of Seller’s authorized signatory For and on behalf of Buyer’s authorized signatory:
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Appendix B
Payment Figures ,COINS Figures and Valuations prepared by Escrow Attorney for each Tranche based on the following calculations

H. CALCULATIONS OF THE AMOUNTS

i. FIAT market value and FIAT Tranche Transaction Expenses:
 COINS Tranche Amount Value = COINS Tranche Amount x Market Price
 Tranche Transaction Expenses = COINS Tranche Amount Value x Tranche Escrow Transaction
Expense Percentage /100
ii. Buyer’s FIAT purchase value (after applying Buyer’s discount):
 COINS Tranche Buyer Value = COINS Tranche Amount Value x ((100 - Buyer Discount))/100)
iii. Buyer’s share of the Transaction Expenses:
 Buyer Tranche Expense Share = Tranche Transaction Expenses x Buyer Expense Percentage/100
iv. Buyer’s total payment amount:
v. COINS Buyer Gross Payment Amount = COINS Tranche Buyer Value + Buyer Tranche Expense Share
vi. FIAT Advisory and Transaction Management Commission market value:
 BUYSIDE Tranche FIAT Commission = COINS Tranche Amount Value x BUYSIDE FIAT
PERCENTAGE/100
 SELLSIDE Tranche FIAT Commission = COINS Tranche Amount Value x SELLSIDE FIAT
PERCENTAGE/100
 FACILITATOR Tranche FIAT Commission = COINS Tranche Amount Value x FACILITATOTS FIAT
PERCENTAGE/100
 TOTAL FIAT Tranche Commissions = BUYSIDE Tranche FIAT Commission + SELLSIDE Tranche FIAT
Commission + FACILITATOR Tranche FIAT Commission
vii. Seller’s FIAT sales value :
 COINS Tranche Seller Value = COINS Tranche Buyer Value – BUYSDIE Tranche FIAT Commission –
SELLSIDE Tranche FIAT Commission
viii. Seller’s share of the Transaction Expenses:
 Seller Tranche Expense Share = Tranche Transaction Expenses x Seller Expense Percentage/100
ix. Seller’s total Net FIAT amount after expenses ( after Seller’s share of the Transaction Expenses):
 COINS Tranche Seller Net Amount = COINS Tranche Seller Value - Seller Tranche Expense Share
x. COINS Advisory and Transaction Management Commission values:
 BUYSIDE COINS Tranche Commission = COINS Tranche Amount x BUYSIDE COIN PERCENTAGE/100
 SELLSIDE COINS Tranche Commission = COINS Tranche Amount x SELLSIDE COIN PERCENTAGE/100
 FACILITATORS COINS Tranche Commission = COINS Tranche Amount x FACILITATOTS COIN
PERCENTAGE/100
 TOTAL COINS Tranche Commissions = BUYSIDE COINS Commission + SELLSDE COINS Commission +
FACILITATORS COINS Tranche Commission
xi. Buyer’s COIN Amount (Amount of COINS to be received by Buyer from Seller):
 COINS Tranche Amount
xii. Total Seller’s COIN Amount to be sent to Escrow Attorney (the COINS for the Buyer and the COINS for the
COINS Commissions):
 TOTAL SELLER’S COINS Tranche Amount = COINS Tranche Amount + TOTAL COINS Tranche
Commission.

For and on behalf of Seller’s authorized signatory For and on behalf of Buyer’s authorized signatory:
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Transaction code:

Appendix C
BANKING COORDINATES OF PARTIES
(TO BE PROVIDD TO THE ESCROW ATTORNEY BEFORE THE FRST TRANCHE)
SELLER’S DESIGNATED BANK COORDINATES TO RECEIVE THE FIAT FUNDS
BANK NAME:
BANK ADDRESS:
ACCOUNT HOLDER NAME:
ACCOUNT SORT / ROUTING CODE:
ACCOUNT NUMBER:
BIC / SWIFT CODE:
BENEFIT OF :
BANK OFFICER NAME:
BANK OFFICER EMAIL:

ESCROW BANK INFORMATION TO RECEIVE BUYER ‘S FUNDS

BANK NAME:
BANK ADDRESS:
ACCOUNT HOLDER NAME:
ACCOUNT SORT / ROUTING CODE:
ACCOUNT NUMBER:
BIC / SWIFT CODE:
BENEFIT OF :
BANK OFFICER NAME:
BANK OFFICER EMAIL:

For and on behalf of Seller’s authorized signatory For and on behalf of Buyer’s authorized signatory:
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Transaction code:

Appendix D
ESCROW ATTORNEY
Escrow Attorney Information (FOR FIAT COMMISSIONS)

Escrow Attorney Information (as paymaster of the commission)

ESCROW BANK INFORMATION PAYMASTER (FEES)

BANK NAME:
BANK ADDRESS:
ACCOUNT HOLDER NAME:
ACCOUNT SORT / ROUTING CODE:
ACCOUNT NUMBER:
BIC / SWIFT CODE:
BENEFIT OF :
BANK OFFICER NAME:
BANK OFFICER EMAIL:

Escrow Attorney Information (FOR COINS COMMISSIONS)

Escrow Attorney WALLET Information (as paymaster of the commission)

ESCROW WALLET INFORMATION

WALLET HOLDER NAME:

For and on behalf of Seller’s authorized signatory For and on behalf of Buyer’s authorized signatory:
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Transaction code:

Appendix E

Escrow Attorney Wallet information FOR BUYER COINS

To Be Provided Under Separate Cover

Escrow Attorney Wallet information FOR COMMISSION COINS

To Be Provided Under Separate Cover

Buyer Wallet information

To Be Provided Under Separate Cover

Seller Wallet information

To Be Provided Under Separate Cover

For and on behalf of Seller’s authorized signatory For and on behalf of Buyer’s authorized signatory:
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Transaction code:

Appendix F
Escrow Agreement

To Be Provided Under Separate Cover

For and on behalf of Seller’s authorized signatory For and on behalf of Buyer’s authorized signatory:
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Transaction code:

Appendix G

Buyer CIS / Signatory Passport

To Be Provided Under Separate Cover

BUYER’S INFORMATION
In accordance with Articles two (2) through five (5) of the Due Diligence Convention and the Federal Banking Commission Circular of December
1998, concerning the prevention of money laundering, and Article 305 of the Swiss Criminal Code, the following information may be supplied to
Banks and/or other financial institutions for the purpose of verification of identity. All parties have an obligation to respect professional secrecy
and to take all appropriate precautions to protect the confidentiality of the information each holds in respect of the others’ activities. This legal
obligation shall remain in full force and effect at all times.
COMPANY NAME:
REGISTRATION NO. / YEAR:
OFFICE ADDRESS:
REPRESENTED BY:
TITLE:
PASSPORT NO.:
ISSUED BY:
PASSPORT ISSUE DATE:
EXPIRATION DATE:

I hereby attest and confirm that all of the information given above is accurate and true.

For and on behalf of Buyer’s authorized signatory: Date: EFFECTIVE DATE

For and on behalf of Seller’s authorized signatory For and on behalf of Buyer’s authorized signatory:
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Transaction code:

Appendix H

Seller CIS / Signatory Passport

To Be Provided Under Separate Cover –

INFORMATION ABOUT THE PARTIES

SELLER’S INFORMATION
In accordance with Articles two (2) through five (5) of the Due Diligence Convention and the Federal Banking Commission Circular of December
1998, concerning the prevention of money laundering, and Article 305 of the Swiss Criminal Code, the following information may be supplied to
Banks and/or other financial institutions for the purpose of verification of identity. All parties have an obligation to respect professional secrecy
and to take all appropriate precautions to protect the confidentiality of the information each holds in respect of the others’ activities. This legal
obligation shall remain in full force and effect at all times.
COMPANY NAME:
REGISTRATION NO. / YEAR:
ADDRESS:
REPRESENTED BY:
ADDRESS
TITLE:
ID NO.:
ISSUED BY:
PASSPORT ISSUE DATE:
EXPIRATION DATE:

I hereby attest and confirm that all of the information given above is accurate and true.

For and on behalf of Seller’s authorized signatory: Date: EFFECTIVE DATE

For and on behalf of Seller’s authorized signatory For and on behalf of Buyer’s authorized signatory:
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Transaction code:

Appendix I

COMMISSION ARRANGEMENTS/ PAY ORDER & SUB PAY ORDERS

To Be Provided Under Separate Cover

END OF AGREEMENT

For and on behalf of Seller’s authorized signatory For and on behalf of Buyer’s authorized signatory:
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