SALE AND PURCHASE AGREEMENT

THIS SALE AND PURCHASE AGREEMENT (this “Agreement”) is made on the 10th day of January 2023, between
[SELLER COMPANY NAME] and [BUYER COMPANY NAME].

Escrow lawyer with its principal office situated at [ADDRESS] (hereinafter referred to as
“Thomas”), will act as an escrow attorney for both the Buyer and the Seller.

Thomas as an escrow attorney will be responsible for:

- Holding the USDT of the Buyer and transferring to Seller
- Holding the BTC of the Seller and transferring to Buyer

This Agreement governs the purchase, sale, delivery and acceptance of Bitcoin (“BTC”) between the Buyer and
Seller.

It is hereby agreed that the Buyer and Seller would like to enter into this Sales and Purchase Agreement for a total
of 18500 BTC (the “BTC Offering”). The Seller represents that the BTC Offering were legally acquired by the Seller.
The Buyer is capable of purchasing the total BTC Offering and that the USDT that Buyer uses to settle to purchase
the BTC Offering is legal and legitimate holding of the Buyer.

Party A: Bitcoin Seller to Swap Bitcoin for USDT

BTC PROVIDER (SELLER) NAME:
SELLER COMPANY NAME:
SELLER BTC SENDING WALLET ADDRESSES:
BTC Wallet Will be provided to Escrow lawyer

SELLER USDT RECEIVING WALLET ADDRESS:

Wallet : ERC20 Will be provided to Escrow lawyer

……………………………………………………………………………………………………………
Party B: Buyer of Bitcoin to exchange USDT for Bitcoin
USDT PROVIDER (BUYER) NAME:
BUYER COMPANY NAME:
BUYER USDT SENDING WALLET ADDRESS/ES:
Wallet: ERC20 Will be provided to Escrow lawyer

BUYER BTC RECEIVING WALLET ADDRESSES:

BTC Wallet Will be provided to Escrow lawyer

TRANSACTION SUMMARY:
DIGITAL ASSET (BTC): 18500 BTC + R&E

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DISCOUNT: 8% GROSS / 4% NET TO
BUYER DISCOUNT PRICE: 4% NET TO
BUYER PAYMENT METHOD: USDT

NOTE: FACILITATORS’ COMMISSIONS/FEES AS

FOLLOWS
2.00% - SELL SIDE GROUP (closed)
BTC Wallet Address
USDT WALLET ERC20

2.00% - BUY SIDE GROUP

BTC Wallet Address
USDT WALLET ERC20

TRANSACTION PROCEDURES:

1. Seller and Buyer enter into this sale purchase agreement to purchase Bitcoin (BTC) by swapping
with USDT
2. The total 18500 BTC Offering will be transacted in tranches as shown below. The quantity of
any tranche can be increased as per mutual agreement in writing between the Seller and the
Buyer.
a. Trench 1: 500 BTC
b. Trench 2: 1000 BTC
c. Trench 3: 2500 BTC
d. Trench 4: 5000 BTC
e. Trench 5: 5000 BTC
f. Trench 6: 5000 BTC
g. Rolls & Extensions: As mutually agreed
3. After all the necessary agreements are entered (including respective party escrow agreements),
Buyer transfers USDT equivalent to Tranche 1,2 and 3 to the Buyer’s Nominated Escrow USDT
wallet. Thomas confirms the receipt of USDT and a proof of deposit is shared to the Seller.
Seller transfers the BTC equivalent to the Sellers Nominated Escrow BTC wallet. Thomas
confirms the receipt of the BTC to the Buyer and proof of the same.
4. Thomas makes available to the Buyer the Seller Nominated wallet for the Buyer to conduct
forensics and validation on the Sellers 4000 BTC wallet. Such wallet shall have no more than 50
transactions. .
5. If Buyer accepts the Seller BTC following the forensics test, then he notifies Thomas to proceed
with the transaction. If Buyer declines the BTC of the Seller then Buyer notifies Thomas and his
USDT is returned.
6. Thomas moves USDT from Buyer’s nominated Escrow USDT wallet to Seller’s nominated escrow
USDT wallet AND, moves BTC from Seller’s nominated Escrow BTC wallet to Buyer’s nominated
Escrow BTC wallet. Upon successful completion of the swapping of BTC with USDT, Thomas
provides a confirmation to both the Buyer and the Seller.
7. Steps outlined in 3 – 5 is repeated until all the above Tranches are complete. Seller grants the Buyer
an option to purchase an additional 100,000 BTC. Such option must be exercised not more than 3
business days following the successful completion of the agreement in writing to Thomas and to
the Seller. This can proceed further with Rolls and Extensions if desired by the Buyer and the Seller.
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8. Seller sends the commissions to 1 wallet on each side – i.e., Buyers side and Seller side.

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9. Escrow Attorney fees shall be paid by the respective parties (i.e. the Buyer and The Seller) as per
the Escrow Agreement.
10. Non-performing Party will be liable for a 5% Penalty, payable to the Facilitator’s Commissions.
11. Transaction shall commence within 48 hours of signing this document or transaction becomes
null and void.

BUYER’S ACCEPTANCE & SIGNATURE SELLER’S ACCEPTANCE & SIGNATURE

NAME & TITLE: NAME & TITLE:

DATE: January 10, 2023 DATE: January 10, 2023
ENDORSEMENT BY ESCROW LAWYER

DATE: January 10, 2023