Spa_e2e b2b Usd Fiat Currency vs Btc (1)

SALE & PURCHASE AGREEMENT
(SPA) / TO BUY BTC with USD (FIAT CURRENCY)

CONTRACT NO.: BTC-USD (FIAT CURRENCY)T-0520
THE “CONTRACT”
This Bitcoin (BTC) Sales and Purchase Agreement (“Contract”) hereby is entered into on this 17th Day of
June. 2024 by and between the following Parties. This is a private commercial sale transaction between two
principals and is not to be construed as a solicitation or an offering of Funds or Securities as defined by the
Securities Act of 1933/34.
The Buyer hereinafter referred to as Party A (the "Buyer"). USD PROVIDER
BITCOIN (BTC) – BUYER

BUYER NAME:
BUYER ADDRESS:
DOMICILE & REG NO.
PRINCIPAL
NAME/TITLE
PASSPORT NO. &

ISSUER
PASSPORT EXPIRY
CONTACT EMAIL
AND:
The Seller hereinafter referred to as Party B (the "Seller"). BTC PROVIDER
BITCOIN (BTC) – SELLER

SELLER NAME:
SELLER ADDRESS:
DOMICILE & REG. NO.
PRINCIPAL
NAME/TITLE
PASSPORT NO. &

ISSUER
PASSPORT EXPIRY
CONTACT EMAIL
Buyer and Seller also singularly referred to as “Party” and collectively they are the “Parties”
Page 1 of 11
BTC PROVIDER/SELLER: USD FIAT PROVIDER/BUYER: ___
SECTION I: RECITALS
WHEREAS The Seller desires to sell, transfer the herein agreed quantities of Bitcoin (BTC) to the Buyer designated Wallet.
Seller and Seller principal represents and warrants under personal and corporate liability and perjury and criminal penalty that
Seller is the legal owner/titleholder Bitcoin (BTC) as per Seller submitted proof of coins (BTC) in the term of their
assignments/sale via transfer from Seller Wallet to Buyer Wallet with confirmation of such transfer via Blockchain transfer
protocols and under terms, conditions, and procedures of this Contract. Seller warrants that Seller is ready willing and able to
Seller Bitcoins in the agreed quantities and that Bitcoins are free and clear with no encumbrances and has been obtained with
clean and cleared funds of legal origin and Seller is ready to provide proof of coins (POC) to demonstrate Seller ownership of
the offered Bitcoin (BTC). Seller further confirms to cooperate with the Buyer in providing any other reasonable disclosure
documents and information, issuance of any customary acknowledgment /certification relating to Seller, Principal(s), and
ownership of BTC as request by Buyer.
WHEREAS (the "Buyer"). USD PROVIDER desires to buy Bitcoin (BTC) from the Seller; the Buyer confirms with full
corporate and legal responsibility that funds available to fulfill the requirements for the buying of this Bitcoin (BTC) are ready
clean and cleared funds of legal origin, and Buyer is ready to provide proof of fund (POF) demonstrating that Buyer has funds
to buy. Buyer further confirms to cooperate with the Seller.
NOW THEREFORE. Buyer and Seller agree that in consideration of all valuable business opportunities from one Party to the
other Party as set forth above incorporated herein, both Parties hereby agree and declare that they are ready, willing, and able
and desirous to enter into this Contract in spirit of collaboration for common purpose under the terms, conditions and
procedures now being memorialized.
SECTION II: BITCOINS SALE TERM SHEET
SPA BASIC INFORMATION TRANSACTION #USD (FIAT CURRENCY) to BTC

TRANSACTION: BTC-USD (FIAT CURRENCY)
IMFPA/NCNDA NO.: BTC-USD (FIAT CURRENCY)
INSTRUMENT: BITCOIN (BTC)
TYPE OF ASSET: DIGITAL CRYPTOCURRENCY
CONTRACT NO.: BTC-USD (FIAT CURRENCY)
BTC PROVIDER TBA
COMPANY: (Seller)
SELLER NAME TBA
USD (FIAT CURRENCY)

PROVIDER
COMPANY: (Buyer)
USD (FIAT CURRENCY)
PROVIDER
SIGNATORY
VOLUME 60,000 BTC plus R&E UP TO THREE HUNDRED THOUSAND BTC

10.00% GROSS DISCOUNT by SELLER
5.00% NET DISCOUNT to BUYER
DISCOUNT GROSS 10%
2.5% BUYER’S SIDE GROUP (OPEN)
NET 5.00%
(ADDL SPLITS)
2.5% SELLER’S SIDE GROUP (CLOSED)
FEES: TO BE ASSIGNED ON THE FOLLOWING PAGES
TRANCHES VALUE: Agreed Tranches:
1,000 Bitcoin (First tranche)
Up to 5,000 Bitcoins (or as per buyer preference – Refer to Tranche Schedule)
60,000 Bitcoins with rolls and Extensions 5,000 Bitcoins per tranche until
contract exhausted
BENEFICIARIES This Agreement covers any business transactions entered by the buyer and
the seller for a period of 5 (five) years from the date of this Agreement.
Page 2 of 11
NOTE
SECTION III: TRANSACTION STRUCTURE & PROCEDURES
TRANSACTION PROCEDURE:
We present here for those interested in buying cryptocurrencies our introductory

procedure, which is for total safety and certainty of compliance with this trading as
follows:
As a member of the financial fund which is located in London in the United Kingdom and
that has in its membership of the 10 largest European banks, as well as large companies
that, for various interests, have their resources and credits available for certain purposes,
in order to profit and growth.
At this first moment, what we do is a small check two documents that will present our
negotiations to sell cryptocurrencies.
We could carry out the transaction directly with the holding company of which I am part
of board of Directors as partner and I have been designed as documented representative
for selling purposes.
I present to you a simple and objective way business model that first needs to go through
its procedure explained below:
We ask the buyer investor for two documents for a Bank Pre-assessment in order to open
the communication between bankers Banking Institutions of the Seller and the Buyer
investor.
The documents for this assessment are the KYC and the UPDATED RWA.
Or if the customer already has a resource above or more than 100 million dollars, in
collateral guaranty that can be:
SWIFT MT 103 blocked, an Escrow account or two Escrow account (E2E), an SBLC, BG or
a notice SWIFT MT 799 to MT 760 or an administrative block.
With this information and once compliance mutually positive accepted, the bank officers
will communicate and then the entire presentation of our Financial Fund will take place
at this time through bank instruments, for the bankers who manage your account at the
Institution that you or your company have account.
In this communication between the institutions, the International Banking rules will be
obeyed for the proper Compliance and formalization of a contract between the banks to
exercise the blocking of the aforementioned Instrument (Escrow or another chosen one)
pointed to one of our Companies or Financial Institutions that make up our Fund, and
then we will, in an internal procedure of our Financial Fund, to MONETIZE our credits in
my private low-volume wallet (virgin).
Page 3 of 11
This is just one of the many ways we can provide you with cryptocurrencies, putting
cryptocurrencies in front of you so that after checking, the due payments are made.
We can also accept Swift MT 103 Blocks or Administrative Blocks entered into in
contracts between Banking Institutions.
In the event that the customer wishes to carry out the operations in presential modality
F2F (face to face), for security and trust reasons, the seller's authorized representative
may go to the place designated for this purpose. The seller reiterates that it may supply
large volumes of cryptocurrencies at the request of the buyer in accordance with the
provisions of this procedure.
If the buyer requests Satoshi proof, the seller agrees to send it once the procedure set
forth in this agreement has been fully complied with. To perform the Satoshi test, the
buyer must send previously USD$100 to the Bank account designated by the seller for
this purpose.
Page 4 of 11
TABLE OF PRICES AND COMMISSIONS

DISCOUNTS AND COMMISSIONS
1-From 2 btc until 10,100 btc

3% gross
1% investor
2% commissions
1% sale (operator desk)
1% intermediate
2 - From above 10,100 BTC up to 50,000 BTC*
*4% gross*
2% investor
2% commissions
1% Sales (operator desk)
1% intermediate
3 - From above 50,100 BTC up to 100,000 BTC
5% gross
3% Investor
2% commissions
1% sale ( operator desk)
1% buyer group
4 - ABOVE 100,100 BTC
6% - Gross
3% investor
3% commissions
1.50% sales (operator desk)
1.50% rep. buyer
5 – Above 500,000 btc
10% Gross
5% investor
5% commissions
2,50% buyer intermediaries
2,50% Seller Representative
Page 5 of 11
ANNEX A
PROPOSED SCHEDULE TRANCHE WITH ROLLING & EXTENSIONS
TRANCHE NO OF BTC PAYMENT IN USDT DISCOUNT CONSULTANTS BUYER

NET TO SIDE/CONSULTANTS SELLER SIDE
BUYER/USDT
PROVIDER
1 1,000 COIN VALUE X 0.95 -5 % 2.5%/2.5%
2 4,000 COIN VALUE X 0.95 -5 % 2.5%/2.5%
3 5,000 COIN VALUE X 0.95 -5 % 2.5%/2.5%
4 5,000 COIN VALUE X 0.95 -5 % 2.5%/2.5%
… 5,000 COIN VALUE X 0.95 -5 % 2.5%/2.5%
… 5,000 COIN VALUE X 0.95 -5 % 2.5%/2.5%
58 5,000 COIN VALUE X 0.95 -5 % 2.5%/2.5%
59 5,000 COIN VALUE X 0.95 -5 % 2.5%/2.5%
60 5,000 COIN VALUE X 0.95 -5 % 2.5%/2.5%
61 5,000 COIN VALUE X 0.95 -5 % 2.5%/2.5%
TOTAL 300,000
Page 6 of 11
SECTION IV: BANKING COORDINATES OF PARTIES
BUYER´S BANK ACCOUNTS TO SEND PAYMENTS OF BTC

BANK NAME:
BANK ADDRESS:
SWIFT CODE:
ABA /ROUTING NO.
ACCOUNT NAME
TRUST ACCOUNT NO.
BENEFICIARY ACCOUNT NO:
BENEFICIARY NAME
SELLER´S BANK ACCOUNTS TO RECEIVE PAYMENTS

BANK NAME:
BANK ADDRESS:
SWIFT CODE:
ABA /ROUTING NO.
ACCOUNT NAME
TRUST ACCOUNT NO.
BENEFICIARY ACCOUNT NO:
BENEFICIARY NAME
BUYER´S WALLET ADDRESS TO RECEIVE BTC AND SELLER´S WALLET

ADDRESS TO SEND BTCs
BUYER´S WALLETS
SELLER´S WALLETS
Page 7 of 11
SECTION V: OTHER PROVISIONS OF CONTRACT
TERMS OF CONTRACT: This Contract shall be governed by the full delivery of quantities of
contracted Bitcoinsas per agreed upon Tranche Schedule including any renewal /rolls and
extensions by mutual consent not withstanding any time delays involving resolution of any
dispute or non-performance or NCND provision of this Contract that shall otherwise survive
any early termination as if the Contract is still in full legal forceand effect.
ARBITRATAION :This Contract shall be governed by and interpreted in accordance with the laws
of the Stateof Georgia and Florida USA. All disputes arising out of or in connection with this
Contract notwithstanding any exception to the absolute right of action of Buyer.
Each of the Parties (Buyer and the Seller) subject to declared breach shall be responsible for
their own legalexpenses until an award is given or settlement is reached, provided however,
the Party who is found in default by “The arbitrators (s)” shall compensate in full the aggrieved
party its heirs or assigns for the totalremuneration received as a result of business conducted
with the Parties covered by this Contract, plus allits arbitration cost, legal expenses and other
charges and damages deemed fair by “The Arbitrators(s)” for bank, lending institutions,
corporations, organizations, individuals, lenders, or borrowers, Buyers or Sellers that were
introduced by the named party, notwithstanding any other provisions of the award. The
language of the Arbitration shall be English.
FORCE MAJEURE: A party shall not be considered or adjudged to be in violation of this Contract
when the violation is due to circumstances beyond its control, including but not limited to acts
of God, civil disturbances and theft or appropriation of the privileged information or
Contract(s) without the intervention or assistance of one or more of the Parties.
Page 8 of 11
SECTION VI: SIGNATURE ENDORSEMENTS
IN WITNESS WHEREOF, the undersigned hereby certify, declare and attest that each
is dully empowered to enter into this Contract and each have read this document and had
advise of its legality andafter understanding the content of this Contract 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 ofthis Contract, and fully understand and agree that
by its execution constitutes an acceptance of all of its mutually protective covenants, terms
and conditions, and is lawfully binding upon the Parties, and their legal heirs, successors,
representatives and assignees effective as of the date first written above.
AGREED AND ACCEPTED BY:
SELLER/BTC PROVIDER’S ENDORSEMENT
THIS IS TO CERTIFY THAT THE ABOVE CRPTO SALES AND PURCHASE AGREEMENT HAS BEEN READ AND ACCEPTED
BY the SELLER/BTC PROVIDER. WE HEREBY CONFIRM TO START THE TRANSACTION PROCESS ACCORDING TO
THE SELLER/BTC PROVIDER´S PROCEDURE DRAFTED HERE IN THIS BITCOIN SALES AND PURCHASE AGREEMENT
IMMEDIATELY AFTER SIGNING.
AGREED AND ACCEPTED THIS IMFPA AGREEMENT WITHOUT CHANGE

SIGNED BY THE BTC SELLER/BTC PROVIDER AUTHORIZED SIGNATORY:
_____________________________ DATE: __________________

NAME:
TITLE:
PASSPORT NO.
PLACE OF ISSUE:
ISSUE DATE:
EXPIRY DATE:
BUYER/USD FIAT PROVIDER’S ENDORSEMENT
THIS IS TO CERTIFY THAT THE ABOVE BITCOIN SALES AND PURCHASE AGREEMENT HAS BEEN READ AND
ACCEPTED BY the SELLER/BTC PROVIDER. WE HEREBY CONFIRM TO START THE TRANSACTION PROCESS
ACCORDING TO THE SELLER/BTC PROVIDER´S PROCEDURE DRAFTED HERE IN THIS BITCOIN SALES AND
PURCHASE AGREEMENT IMMEDIATELY AFTER SIGNING.
AGREED AND ACCEPTED THIS IMFPA AGREEMENT WITHOUT CHANGE

SIGNED BY THE BUYER/USD FIAT PROVIDER AUTHORIZED SIGNATORY:
_____________________________ DATE: __________________

NAME:
TITLE:
PASSPORT:
PLACE OF ISSUE:
ISSUE DATE:
EXPIRY DATE:
Page 9 of 11
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

CONTRACT NO.:
We the undersigned herewith referred as the Buyer/Seller, under penalty of perjury do hereby irrevocably confirm and
irrevocably accept to pay all intermediaries and fee holders at the same time and in a manner as the seller is being paid for
each and every transaction of this contract up to the completion of the contract plus rollovers and extensions and in
accordance with the bank details to be specified in this contract and/or being paid IMMEDIATELY via BTC/USD (FIAT
CURRENCY) for every completed tranche.
We, the SELLER/BUYER, irrevocably confirm that we will order and direct our bank to endorse automatic fiat fee payment
orders to the beneficiaries named below; confirm that we will pay either BTC/USD (FIAT CURRENCY) to the beneficiaries
named below;
We, the SELLER/BUYER, confirm that all pay orders shall pay BTC/USD (FIAT CURRENCY) IMMEDIATELY after each completed
tranche without delay; Also, confirm that all pay orders shall automatically transfer funds as directed into each beneficiary
designated bank account within 1 (one) day after the date of closing and completion of each shipment of the product provided
that the seller has received payment on any bitcoin purchases during the contract term plus any/or extensions and rollover of
the specified contract. For clarity, we confirm that the closing and completion of each shipment shall be deemed to take place
when the purchase issued by the buyer has been drawn down at the counters of the issuing bank.
We, the SELLER/BUYER, agree to provide all beneficiaries with written evidence of the pay orders lodged with our bank
together with acknowledgements of their acceptance. Furthermore, our bank shall be instructed to provide duly signed and
stamped acknowledgement of this instruction as set out in the annex. Forming part of this agreement. It is understood that
for the purposes of this Master Fee Protection Agreement, our bank shall be the same bank and this IMFPA acts as an integral
part of it.
We the undersigned being SELLER/BUYER, or the seller/buyer named legally authorized representative as stated within the
signed and legally binding main transaction, contract unconditionally agree and undertake to approve and originate all
payments in USD (FIAT CURRENCY) currency/BTC/USD (FIAT CURRENCY) to all beneficiaries named below as their rightful and
payable fees. This agreement also acts as a record confirming the commission amounts for each named beneficiary as set out
below.
TERM & CONDITIONS:

This master fee protection agreement covers the initial contract and shall include any renewals, extensions, rollovers,
additions or any new or transfer contract any how originated from this transaction because of the above intermediaries or
changing codes of the initial contract entered between the BUYER and SELLER.
This master fee protection agreement and any subsequently issued pay orders shall be assignable, transferable, and divisible
and shall not be amended without the express written and notarized consent of the receiving beneficiary. All parties agree
neither to circumvent nor to attempt circumvent either for the transaction of this current contract or in the future for a
period of five (5) years from the date of the execution of this fee protection agreement. This document binds all parties, their
employees, associates, transferees and assignees or designees.
All faxed and/or e-mailed signatures shall be considered as original signatures for the purpose of binding all parties to this
agreement. This document may be signed & in any number of counterparts all of which shall be taken together and shall
constitute as being one & the same instrument.
Any party may enter into this document and the agreement constituted thereby by signing any counterpart any time, date
or period mentioned in any provision of this document shall only be amended by agreement in writing and signed off by all
parties concerned.
Furthermore, we agree that all commissions due shall be paid to the beneficiary as a result of any extension or rolls of the
contract and that we shall affect all necessary documentation with our bank without any undue delays to ensure such
commissions and paid within the terms of the agreement.
PARTIAL INVALIDITY:
The illegality, invalidity, and non-enforceable provision of this document under the laws of any jurisdiction shall not affect its
illegality, validity, or enforceability under the law of any other jurisdiction or provision.
GOVERNING LAW AND JURISDICTION:

This document shall be governed & construed in accordance with current English or I.C.C 400/500/600 signed between
partners NCND laws.
ARBITRATION:
All parties agree to refer any disputes between the parties arising out of or in connection with this agreement including any
questions regarding its existence, validity, or termination to arbitration rules of the international arbitration centre (I.A.C).
The appointed arbitrator shall hold the proceedings in any country chosen by the parties and the rules of the IAC shall apply.
This document is signed and accepted by parties named below as to be included in the main contract.
Page 10 of 11
GROUP I. SELLER SIDE

Valid for 2.5% Fee [Payable by SELLER in USD FIAT]

FEE SHARES [Payable In USD FIAT After Each Tranche)
PAYMASTER :
BENEFICIARIES:
TOTAL FEE BTC 2.5%:
CONTRACT NO.:
BTC WALLET:
GROUP Ⅱ. BUYER SIDE

Valid for 2.5% Fee [Payable by SELLER in USD FIAT]

FEE SHARES [Payable In USD FIAT After Each Tranche) QR CODE
PAYMASTER:
BENEFICIARIES:
TOTAL FEE BTC 2.5%:
CONTRACT NO.:
BTC WALLET:
This Agreement is dated as of the date first above written and has been entered as of that date
by the duly authorized representatives of the Parties as set forth below: Upon signing the
agreement by both parties we shall commence the transaction within 72 hours, otherwise the
contract shall be null, and void and the default party shall pay the penalty therein or face
litigation.
SIGNATURE ENDORSEMENT IN WITNESS WHEREOF, the undersigned have read this document, and
this is to certify that the above irrevocable payment order has been lodged with us and will be executed
in accordance with the instructions stipulated in this document.
AGREED AND ACCEPTED THIS AGREEMENT WITHOUT CHANGE BY THE BITCOIN (BTC) SELLER
AUTHORIZED SIGNATORY:
NAME: SIGNATURE
COUNTRY:
PASSPORT #:
ISSUE / EXP
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, “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.
END OF DOCUMENT
Page 11 of 11

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SALE & PURCHASE AGREEMENT

(SPA) / TO BUY BTC with USD (FIAT CURRENCY)

The Buyer hereinafter referred to as Party A (the "Buyer"). USD PROVIDER

BITCOIN (BTC) – BUYER

DOMICILE & REG NO.

PASSPORT NO. &

The Seller hereinafter referred to as Party B (the "Seller"). BTC PROVIDER

BITCOIN (BTC) – SELLER

DOMICILE & REG. NO.

PASSPORT NO. &

SECTION II: BITCOINS SALE TERM SHEET

SPA BASIC INFORMATION TRANSACTION #USD (FIAT CURRENCY) to BTC

USD (FIAT CURRENCY)

VOLUME 60,000 BTC plus R&E UP TO THREE HUNDRED THOUSAND BTC

SECTION III: TRANSACTION STRUCTURE & PROCEDURES

We present here for those interested in buying cryptocurrencies our introductory

TABLE OF PRICES AND COMMISSIONS

1-From 2 btc until 10,100 btc

TRANCHE NO OF BTC PAYMENT IN USDT DISCOUNT CONSULTANTS BUYER

SECTION IV: BANKING COORDINATES OF PARTIES

BUYER´S BANK ACCOUNTS TO SEND PAYMENTS OF BTC

SELLER´S BANK ACCOUNTS TO RECEIVE PAYMENTS

BUYER´S WALLET ADDRESS TO RECEIVE BTC AND SELLER´S WALLET

SECTION V: OTHER PROVISIONS OF CONTRACT

SECTION VI: SIGNATURE ENDORSEMENTS

SELLER/BTC PROVIDER’S ENDORSEMENT

AGREED AND ACCEPTED THIS IMFPA AGREEMENT WITHOUT CHANGE

_____________________________ DATE: __________________

BUYER/USD FIAT PROVIDER’S ENDORSEMENT

AGREED AND ACCEPTED THIS IMFPA AGREEMENT WITHOUT CHANGE

_____________________________ DATE: __________________

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

TERM & CONDITIONS:

GOVERNING LAW AND JURISDICTION:

GROUP I. SELLER SIDE

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

GROUP Ⅱ. BUYER SIDE

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)

ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS HAND SIGNATURE

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___________ DATE:

___________ DATE: