Seller Transaction No.

: xxx-xxx-USDT
Transaction No.: xxx-xxx-USDT

The reason for the money transfer by SWIFT is: Projects Financing.

IN WITNESS WHEREOF, the Parties have caused this Sale and Purchase Agreement hereinafter
referred to as “SPA” (or this “Agreement”) to be executed by the undersigned executed this 28 June
2024, by and between:

The Bitcoin SELLER

Company:
Reg. Address:
Reg. Number:
Represented by:
Passport No. │Nationality:
Issue │ Expiry Date:

Hereinafter, referred to as the “Seller”, AND

The Bitcoin BUYER

Company:
Reg. Address:
Reg. Number:
Represented by:
Passport No. │Nationality:
Issue │ Expiry Date:

Each separately hereafter referred to as a “Party” and collectively the “Parties”.

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Seller Transaction No.: xxx-xxx-USDT
Transaction No.: xxx-xxx-USDT

SECTION I: OBJECT OF THE AGREEMENT

This Sales and Purchase Agreement for USDT will be executed and paid in accordance with the
procedures agreed by the Parties and per the terms and conditions as agreed in the present
agreement.

INSTRUMENT: USDT ERC20 / TRC20

TYPE OF ASSET: Digital cryptocurrency
RECEIVING MODE: USDT sent via the BlockChain
unds are derived from legal sources and free from any liens and
ORIGIN OF FUNDS:
taxes, free transferable USD-EUR-AED / USDT.
CURRENCY: USD-EUR-AED Vs. USDT
TOTAL QUANTITY: XXX USDT with R&E
TRANSACTION: Bank to Bank (Wire Transfer)
PAYMENT MODE: Payment shall be made by Bank Wire, MT103 Cash Wire or
Telegraphic Transfer (TT) or SEPA to the seller´s nominated bank
account and USDT will be released at once to the wallet of the
Buyer once funds are visible and appear as clear funds in the
account.
PRICE REFERENCE: www.bitcoin.com
XX% Gross
PURCHASE PRICE: XX% Net buyer

COMMISSIONS: XX% Buyer side

XX% Seller side

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Transaction No.: xxx-xxx-USDT

SECTION II: RECITALS

WHEREAS the Seller wishes to sell to the Buyer a total amount of 1,000,000,000 (One billion) USDT
(hereinafter, referred to as "USDT") with possibility of Rolls and Extensions (hereinafter, referred to as
the "R&E") at a price of the current spot market value minus XX%, (as displayed on
www.bitcoin.com); and

WHEREAS the Buyer wishes to purchase from the Seller a total amount of XX USDT, at a price agreed
by Buyer and Seller (hereinafter, referred to as the "Purchase Price") based on the value of USDT at
time of transaction or mutually agreed when in the bank together.

WHEREAS the Buyer is ready, willing, and able to purchase USDT, being the subject of this Agreement
with R&E under the Terms, Specifications, Conditions & Stipulations set forth herein; and

WHEREAS the Seller is ready, willing, and able to sell USDT, being the subject of this Agreement (with
“R&E”) under the Terms, Specifications, Conditions & Stipulations set forth herein; and

NOW, THEREFORE, in consideration of the promises hereinafter made by the Parties hereto, it is
agreed as follows:

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SECTION III: TRANSACTION PROCEDURE

1. The Buyer will review and completely fill out this Agreement (including Bank Name and
address and the required documents), the Seller will then completely fill out this Agreement
and return it to the Buyer for signing together with the Seller.

2. Buyer will sign initials on each page acknowledging acceptance, sign and seal this Agreement.
The Seller will countersign this Agreement in the same way.

3. Upon singing of this Agreement, steps from this step three (3) to step eight (8) shall be
repeated for each and every tranche. Steps three to eight describe the procedure to be
adopted for the first tranche, but the same steps shall be repeated for all successive tranches
(obviously with the tranche amount being the one agreed upon by all Parties). The Seller
shall make available one wallet containing a minimum of 100,000,000 USDT covering the first
tranche. The address of this wallet (as stated hereunder in this Agreement) will be shared
with the Buyer and the later he will carried out the necessary due diligence on this wallet

4. Contracts will be registered in the seller and buyer respective banks The Buyer shall transfer
the specific tranche to the seller’s bank account as per details specified in this Agreement.
The buyer will pay for the first tranche as stated in this agreement.

5. Upon the Seller’s verification and confirmation of receipt of payment in his bank account, the
Seller will immediately transfer (but not later than three hours after receipt of funds by
Seller) the entire agreed USDT to the buyer’s designated Wallet address in this Agreement.
The Seller shall immediately send proof of USDT sending to the Buyer. Such proof includes
screen shots and all the relevant links to the blockchain clearly showing this transaction on
the blockchain. If, for any reason, USDT are not received within a day of payment, all the
money paid by the Buyer will be immediately and unconditionally returned to the same
Buyer, save force majeure instances such as blockchain network being down or unexpectedly
slowed down, with a penalty of XX EUR.

6. The money sent to the Seller bank account, cannot, for any reasons whatsoever, be
transferred (in whole or in part) to any other account and cannot be encashed and cannot be
used as some sort of collateral until such time that the Buyer officially receives all the agreed
USDT amounts and verified and validated by the same Buyer. Upon successful receipt,
confirmation and validation by the Buyer of all the USDT amounts, the Buyer shall
immediately issue (but not later than an hour after receipt of the USDT) an official receipt to
the Seller. The blockchain records shall also serve as an official successful conclusion receipt
of the transaction. Only after the issuance of this official receipt by the Buyer and/or
blockchain records and all the eventual discounts (see clause 9 below) paid by Seller, can the
Seller move the funds to other accounts and/or encash and/or monetise them. For the
avoidance of doubt, should the USDT in their entirety amounts do not reach the Buyer and all

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Transaction No.: xxx-xxx-USDT
the discounts due paid for any reason/s whatsoever, the Seller shall immediately and
unconditionally send back all the funds to the Buyer.

7. Immediately after the transaction is completed, on the same day, the Parties buyer and seller
pay commissions, each to his side, in USDT as specified in the IMFPA attached to this
agreement.

8. The commissions due form an integral part of the transaction. Until such time as all the
commissions are paid, the transaction shall not be considered as complete. The commissions
due are detailed in a separate IMFPA document.

SECTION IV: CONFIDENTIALY

To the extent authorized by the law, the Parties may wish, from time to time, in connection with this
Agreement, to disclose Confidential Information to each other. For the purposes of this Agreement,
the term "Confidential Information” refers to information which is marked in writing by the disclosing
Party as being confidential. 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 five (5) years after the termination of this Agreement, provided that the recipient
Party's obligation must not apply to information that:

- is not disclosed in writing.

- is not marked as confidential in writing.
- is already in the recipient Party’s possession at the time of disclosure thereof.
- is or later becomes part of the public domain through no fault of the recipient Party.
- is received from a third party having no obligations of confidentiality to the Disclosing Party.
- is independently developed by the recipient Party; or
- is required by law or regulation to be disclosed.

Each Party may disclose the Confidential Information to those of its officers, employees, legal and
professional advisors who have agreed with that party in writing to comply with the confidentiality
obligations of that Party under this Agreement.

Section 5 must survive the expiration or the termination of this Agreement for any reason.

SECTION V: TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date and shall continue until all of the
following four events occur: (i) the USDT are all delivered by the Seller to the Buyer; (ii) the Buyer
pays the Purchase Price to the Seller; (iii) Seller pays all discount percentages due in USDT; and (iv)
five years elapse from the commencement date.

The termination of this Agreement shall not impair any rights or remedies of any Party accrued prior
to the termination of this Agreement.

The commencement date is determined by all Parties to be 28 June 2024.

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SECTION VI: MISCELLANEOUS

Governing law. This Agreement shall be governed by and construed under international law.

Notices. Any notice or communication required or permitted hereunder shall be in writing to the
email addresses specified in this Agreement.

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.

Assignment. Either Party may transfer or assign any part of this Agreement only after receiving the
prior written consent of all the other Parties.

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.

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.

Severability. If any part or parts of this Agreement shall be held enforceable for any reason, the
remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement
is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such
provision would make the provision valid, then such provision shall be deemed to be construed as so
limited.

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.

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Seller Transaction No.: xxx-xxx-USDT
Transaction No.: xxx-xxx-USDT

EACH PARTY, INDIVIDUALLY AND SEPARATELY, ACCEPTS THAT UPON SIGNING THIS AGREEMENT
THEY ARE BOTH LEGALLY AND LAWFULLY BOUND TO ADHERE TO EACH AND ALL OF THE AGREED
UPON TERMS

SECTION VII: BANKING COORDINATES OF PARTIES

BUYER’S DESIGNATED BANK COORDINATES TO PAY FOR THE USDT

BANK NAME:
BANK ADDRESS:
BIC / SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NUMBER:
SIGNATORY NAME:
PASSPORT No. / NATIONALITY:
BANK OFFICER NAME:

SELLER’S DESIGNATED BANK COORDINATES TO SELL THE USDT

BANK NAME:
BANK ADDRESS:
BIC / SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NUMBER:
SIGNATORY NAME:
PASSPORT No. / NATIONALITY:
BANK OFFICER NAME:

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Seller Transaction No.: xxx-xxx-USDT
Transaction No.: xxx-xxx-USDT

SECTION VIII: SIGNATURE ENDORSEMENT

IN WITNESS WHEREOF, the undersigned have read this document and had advice 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. In addition, fully understand and agree that its execution constitutes an
acceptance of all its mutually protective covenants, terms and conditions, and is lawfully binding
upon the PARTIES, and their legal heirs, successors, representatives and assignees.

AGREED AND ACCEPTED THIS AGREEMENT WITHOUT CHANGES

BY THE BITCOIN BUYER AUTHORIZED SIGNATORY:

NAME:
REPRESENTED BY:
PASSPORT No. |
NATIONALITY:
ISSUE | EXPIRY DATE:
DATE | PLACE SIGNED:

SIGNATURE & SEAL:

BY THE BITCOIN SELLER AUTHORIZED SIGNATORY:

NAME:
REPRESENTED BY:
PASSPORT No. |
NATIONALITY:
ISSUE | EXPIRY DATE:
DATE | PLACE SIGNED:

SIGNATURE & SEAL:

ELECTRONIC SIGNATURE IS VALID AND ACCEPTED AS HAND SIGNATURE

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Seller Transaction No.: xxx-xxx-USDT
Transaction No.: xxx-xxx-USDT

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.

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Transaction No.: xxx-xxx-USDT

ANNEX A – APPROXIMATE TRANCHE SCHEDULE & BUYER’S WALLET

Tranche # DATE Bitcoin Volume Accumulated Remarks

Quantity

1 XX XX XX
2 TBA TBA TBA

TBA TBA TBA

TOTAL:

Seller’s Wallet Address

Buyer’s Wallet Address

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Transaction No.: xxx-xxx-USDT

BUYER PASSPORT

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BUYER CIS

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SELLER CIS

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*** END OF DOCUMENT ***

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