CONFIDENTIAL ADDENDUM to THE

ESCROW AGREEMENT
№. XXXXX
XXX XXX, 2023

Transaction Code: XXXXX

The purpose of this private & confidential agreement is to facilitate BUY – SELL of
USDT (Tether) issued on Tron network (TRC20) for Parties.

BETWEEN
THE SELLER OF RECORD OF USDT
COMPANY NAME:

COMPANY ADRESS:

COMPANY REG. №:

COMPANY E-MAIL:

REPRESENTED BY:

ATTORNEY BAR NUMBER:

DRIVERS LICENSE:

DRIVERS ISSUANCE:
 DRIVERS LICENSE EXPIRY DATE:

January 22 2026

HEREINAFTER TERMED AS PARTY ONE,

AND
THE BUYER OF USDT

COMPANY NAME:
MUHARREM KARADAĞ
COMPANY ADRESS:
İstanbul/Halkalı
COMPANY REG. №:

COMPANY E-MAIL:
ferecnur14@gmail.com
REPRESENTED BY:
MUHARREM KARADAĞ
PASSPORT №:
U31233227
PASSPORT OF ISSUE DATA/PLACE:
ISSUE PLACE:TURKEY 27 APR 2023
PASSPORT EXPIRY DATE:
27 APR 2033
BANK NAME:
Ziraat Bank Turkey
BANK ADDRESS:
ZİRAAT BANKASI HALKALI ŞUBESİ-İSTANBUL
SWIFT:
TCZBTR2A
IBAN ACCOUNT NUMBER:
TR380001002019489691715015
ACCOUNT NAME:
MUHARREM KARADAĞ

HEREINAFTER TERMED AS PARTY TWO

- Explanatory Statement-

WHEREAS the Parties hereto wish to enter into this Agreement to define certain
parameters for future legal obligations and establish a course of dealing between
the Parties;
WHEREAS, the Parties acknowledge and agree that they are bound by duties of
confidentiality, non-disclosure, and non-circumvention with respect to their
sources and contact;

WHEREAS, the Parties desire to enter into a working business relationship to the
mutual and common benefit of the Parties;

WHEREAS, the Parties also agree and confirm that this Agreement, which also serves
an Irrevocable Fee Agreement, becomes irrevocable upon execution upon execution;
and

NOW THEREFORE, in consideration of the Explanatory Statement that shall be deemed

to be a substantive part of this Agreement and the mutual covenants, promise,
agreements, representations and warranties contained in this Agreement, the Parties
hereto do hereby covenant, promise, agree, represent, and warrant as follows:

CONTRACT NO
xxxxxx
INSTRUMENT
Tether (USDT) issued on Tron Network (TRC20)
TYPE OF ASSET
Stable coin in crypto called tether (USDT) https://tether.to/en/
Contract number of stable coin issued on Tron network
https://tronscan.org/#/token20/TR7NHqjeKQxGTCi8q8ZY4pL8otSzgjLj6t
RECEIVING MODE
USDT WALLETS (TRC20)

CONTRACT QUANTITY
100,000,000 USDT WITH ROLLS & EXTENSIONS
USDT PRICE
SPOT MARKET PRICE PLUS PREMIUM OF 1.35% OF TRANSFER COST
MINIMUM FIRST TRANCHE
The amount of the first day transaction is €10,000,000.00 (ten million euro)

SUBSEQUENT TRANCHES

As for Annex A

PRICE PER 1 USDT

TO BE CONFIRMED FROM THE DAILY EXCHANGE RATE VIA
www.coinmarketcap.com
PAYMENT MODE
PAYMENT MODE: PAYMENT SHALL BE MADE BY TT from Ziraat Bank Turkey to Ziraat
Bank Turkey.

DELIVERY MODE
TO BUYER’S USDT WALLET ADDRESS AFTER BUYER REQUESTS INVOICE, MAKES PAYMENT
AND FUNDS TRANSFER IS CLEARED.

1. Terms
1. The USDT BUYER is ready, willing, and able to buy 100,000,000 Euro with rolls &
extensions (500 Million USDT); the following tranches will be confirmed by mutual
agreement between both parties as provided for in Annex A. Every Tranche is sold
based on daily market price according to www.coinmarketcap.com /. The transaction
date for the first tranche is deemed to be xx, 2024.

2. The SELLER of USDT confirms that have access (as owner or manager), of enough
Tether to comply with this agreement and that those are available in wallets under
his control, and that are free and clear of any liens and encumbrances.

3. The SELLER requests that the payment of the sale price of the USDT be made by
bank transfer to the following banking coordinates:

BANK NAME:
Ziraat Bank Turkey
BANK ADDRESS:
ZİRAAT BANKASI HALKALI ŞUBESİ-İSTANBUL
ACCOUNT NAME:
MUHARREM KARADAĞ
IBAN:
TR380001002019489691715015
SWIFT/ BIC CODE:
TCZBTR2A
BANK OFFICER NAME:
Ayfer Di nler
BANK OFFICER E-MAIL.:
ayyilmaz@ziraatbank.com.tr

1. Initial Engagements shall be performe upon signing the SPA.

1. Upon signing this SPA, both parties shall submit their SPA in their bank
and their appointed bank officer inform the other party.
2. By bank endorsing this SPA, the buyer’s bank officer by sending ……….. to
seller’s bank to prove the capability of paying for the first tranche of
€10.000.000.00 million (ten million euro).
Seller can request with what kind of bank instrument internally wants to check
buyer capability.
3. Upon seller’s confirmation on buyer’s capability. Seller shall issue
internal bank guarantee.
Seller most provide draft internal bank guarantee for buyer confirmation.

3. Procedures:

3.1.1. Upon confirmation of both parties bank’s officers on SPA bank endorsed.
Buyer’s bank officer most send ………. To seller’s bank officer to prove the
capability of paying for the first tranche of €10.000.000,00 million (ten million
euro).

3.1.2. Upon seller’s bank officer verification and confirmation on buyer

capability. Seller’s bank officer most issue internal bank guarantee against the
buyer capability.

3.1.3. Upon buyer’s bank officer confirmation on received bank guarantee. the buyer
will then TT payment the funds to seller nominated bank account the equivalent
value of the first tranche and upon receipt and confirmation from seller’s bank of
funds cleared, the seller of record will immediately instruct wallet controller to
transfer remotely the USDT to buyer’s wallet within maximum one hour. Buyer will
confirm receipt of USDT with 99 block confirmations on Tron network and tranche
declared complete.

3.1.4. The seller of record will be available for subsequent tranches with a
minimum of 10,000,000 euro for each tranche. All other subsequent tranches as
agreed in “Annex A” until the 100,000,000 euro,

4. Non-Solicitation
The Parties will not in any manner solicit, nor accept any business in any manner
from sources or their affiliates, or assigns, which sources were made available
through this Agreement, communication by or through the Parties, or otherwise
through the relationship between the Parties, without the express permission of the
Party who made available the source.

5. Confidentiality & Non-Disclosure

The Parties hereto agree to maintain complete confidentiality regarding each
other’s business sources and/or their affiliates and will disclose such business
sources only to the Parties named above.
The Parties hereto also agree and acknowledge that such contacts are the exclusive
property of the respective Party, and each Party will not enter into any direct
negotiations or transaction with such contacts or by using such contacts revealed
by the other Party.
The specific terms and conditions of this Agreement shall always be held as a
private and privileged and strictly confidential by all Parties named herein and by
all beneficiaries of the said fees and shall not be disclosed to any third Party.
The names, identities, bank coordinates and other identifying information of
persons or entities that are Party to this transaction, contained herein, or
learned hereafter, shall be a corporate trade secret that shall not be disseminated
other then as provided for herein or as allowed under applicable law. Any
unauthorized disclosure of their private transaction, Parties to or other material
fact of, shall subject violator(s) to criminal prosecution.

6. Non-Circumvention
Neither Party (including affiliated or assigns of such Party) will attempt,
directly or indirectly, to contact the other Parties confidential sources, or
contact, or negotiate with a confidential source or make use of any confidential
information of the other Party, except through such other Party or with the express
written consent of such other Party as to each such contact.
The Parties or the affiliates or assigns shall not contact, deal with, enter into
business transactions, or otherwise become involved in any transaction with any
bank, trust, lending institutions, Provider, source of funds, source of product,
corporation, partnership, individual, or other bodies, the other Party disclosing
the same. The Parties further agree t not knowingly or negligently disclose
information or make use of a third Party to circumvent this Agreement. Any
violating this covenant shall be liable for damages in favor of the circumvented
Party.

7. Miscellaneous, Survival of representations warranties and agreements

All these representations, warranties, covenants, promises and agreement of the
Parties contained in this Agreement (or in any document delivered pursuant to this
Agreement or at or in connection with any transaction, acknowledgment, sealing and
delivery of this Agreement and the consummation of the transactions contemplated
hereby.

8. Compensations
In the event of circumvention of this Agreement by a Party, directly or indirectly,
the circumvented Party shall be entitled to a legal monetary penalty equal to the
maximum service it should realize from such a transaction plus any and all
expenses, including but not limited to attorney fees and all legal costs and
expenses incurred to recover the lost revenue. The Parties herein further
acknowledge that in the event of a breach of this Agreement, any claim for monetary
damages hereunder may not constitute an adequate remedy, and that it may therefore
be necessary for the protection of the Parties and to carry out the terms of this
Agreement to apply for specific performance of the provision hereof.
It is accordingly hereby agreed by all Parties that no objection to the form of the
action or the relief prayed for in any proceeding for specific performance of this
Agreement shall be raised by any Party, in order that such relief may be
expeditiously obtained by an aggrieved Party.
All Parties may proceed to protect and enforce their rights hereunder by a suit in
equity, transaction at law or other appropriate proceeding, whether for specific
performance or for an injunction against a violation of the terms hereof or in aid
of the exercise of any right, power or remedy granted hereunder or by law, equity
or statute or otherwise.
No course of dealing and no delay on the part of any Party in exercising any right,
power or remedy shall operate as a waiver thereof or otherwise prejudice its
rights, powers or remedies, and no right, power or remedy conferred hereby shall be
exclusive of any other right, power or remedy referred to herein or now or
hereafter available at law, in equity, by statute or otherwise.

9. Conflict Resolution
This Agreement is valid for any and all transactions between the Parties herein and
shall be governed by the enforcement law of Istanbul State, Turkey.

The Parties hereto irrevocably and unconditionally agree, binding this Agreement
(Non-Circumvention /Non-Disclosure) and do set their hand affixing their signatures
on this day xxx xxxx, 2024,

This Agreement may be signed in one or more counterparts and the Parties agree that
facsimile, email copies of this Agreement to be considered as a legal original and
signatures thereon shall be legal and binding agreement. This constitutes the
entire Agreement between the Parties and supersedes all prior written or oral
understandings of the Parties.

SELLER OF RECORD
Name:
Company:
Designation:
Address:
ID №:
E-mail:
Sign / Seal:
BUYER
Name:
Company:
Designation: Managing Director
Address:
Passport №:
E-mail:
Sign / Seal :
 ANNEX A: INFORMATION ABOUT TRANCHES
Tranche
Volume USDT
Transfer Amount
1
10,000,000
9,865,000
2
10,000,000
9,865,000
3
10,000,000
9,865,000
4
10,000,000
9,865,000
5
10,000,000
9,865,000
6
10,000,000
9,865,000
7
10,000,000
9,865,000
8
10,000,000
9,865,000
9
10,000,000
9,865,000
10
10,000,000
9,865,000
Total:
100,000,000
98,650,000

“ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS HAND SIGNATURE”

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)
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, ‘‘Electronic Signatures in Global &
National Commerce Act'' or such other applicable law conforming to the UNCITRAL
Model Law on Electronic Signatures (2001)
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.
ELECTRONIC SIGNATURE IS VALID AND LEGALLY – BINDING AS AN ORIGINAL
IF TRANSMITTED IN SECURE AND CERTIFIED *.PDF FORMAT.

<<<<<<<<<<<<<<<<<END OF DOCUMENT>>>>>>>>>>>>>>>>

INITIALS: Seller of Record

Buyer