PRIVATE BUY-SELL BITCOIN AGREEMENT

Transaction Code: 1.7MBTCJPMORGANT089

PRIVATE BUY-SELL BITCOIN AGREEMENT

THIS PRIVATE BUY-SELL BITCOIN AGREEMENT (this “Agreement”) is made and entered on this ____
day of December, 2018 (the “Effective Date”) by and between certain Holders of Bitcoins and such Holders
authorized representative (“Holders Mandate” together with Holders hereinafter referred to as the “Seller”) on the
one hand, and certain Prospective Buyers and such Prospective Buyers authorized representative (“Prospective
Buyers Mandate” together with Prospective Buyers hereinafter referred to as the “Buyer”) on the other. Seller
and Buyer may each be referred to in this Agreement as a “party” and collectively as the “parties.” Capitalized
terms used in this Agreement are defined in Appendix A. With a private Agreement of total purchase of
1,700,000 bitcoins (One million seventh hundred thousand BTC) . Tranches must start during December and
complete total contract within 60 days. After 60 days there is no guarantee as far the availability of BTC due to
large global demand of high-volume buyers coming into the Cryptocurrency Space.

RECITALS
 
WHEREAS, Holders have engaged Holders Mandate to represent them in the sale, transfer, and delivery
of Bitcoins, and Prospective Buyers have engaged Prospective Buyers Mandate to represent them in the
purchase, payment, and receipt of Bitcoins under the terms and conditions set forth herein;

WHEREAS, Holders Mandate represents that Holders own all right, title, and interest in and to that
certain cryptocurrency commonly known as bitcoins (“Bitcoins”);

WHEREAS, Prospective Buyers Mandate represents that Prospective Buyers have immediately available
funds to purchase, pay for, and take delivery of the total Quantity of Bitcoins which are to be purchased under
this Agreement;
 
WHEREAS, based on the foregoing, Buyer now wishes to purchase from Seller all of Seller’s right, title,
and interest in and to the Bitcoins, and Seller is willing to sell its entire right, title and interest in and to the
Bitcoins in exchange for consideration and under the terms and procedures set forth below (each a
“Transaction”).

  
AGREEMENT
 
NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants
and agreements contained in this Agreement and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

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ARTICLE 1
PURCHASE AND SALE OF BITCOINS
 
1.1. Purchase and Sale of Bitcoins. On and subject to the terms and conditions of this Agreement, at
each Closing, Seller shall sell, transfer, and deliver to Buyer, and Buyer shall purchase, pay for, and take delivery
of, free and clear of all Encumbrances, all of Seller’s right, title, and interest in and to the Bitcoins at the times
and in the manner and amounts set forth below:

TABLE 1 - PROPOSED SCHEDULE SUBJECT TO ADJUSTMENT*

Tranche Quantity of Number of Quantity of Number of Quantity of

Number Bitcoins / per Closings / per Bitcoins / per Days Bitcoins / per
Closing Day Day Tranche
Initial/First 1,000 1 1,000 1 1,000
Tranche
Second 9,000 1 9,000 1 9,000
Tranche
Thirth 15,000 2 30,000 3 90,000
Tranche
Fourth 20,000 2 40,000 10 400,000
Tranche
Fifth 25,000 2 50,000 24 1,200,000
Tranche
TOTAL ---- ---- ----- 39 1,700,000

*Important Notes:

 Maximum tranche size may be adjusted to comply with Sender Bank Transfer Limits.

 Receiver JP Morgan Trust account is cleared by Home Land Security to handle billions of US dollars per tranche.

 Actual Bitcoin transfer may be approximately and very close to the target BTC and fractional due to BTC Spot
Price variations and Currency Exchange differentials between Banks (if any).

 Bank Holidays and weekends may extend total duration to complete all tranches.

 Within USA: depending on Buyer’s Bank time zone with respect to Seller’s Bank Time Zone (ETC), it is extremely
important to start the transactions at bank opening time (usually 9 am) and no later than 10:00 am, especially if
Buyer’s bank is in the West Coast (PST), this is a 3-hour difference from the East Coast time (1:00pm).

 Outside USA, For Hong Kong Bank Wire to the USA, due to difference in time zone (12 Hours), there may be a
lag time or delay on the money transfer process of 24 to 48 hours. Therefore, to have enough time to verify first
couple deposits, may have to perform tranches every 2 days. Then, increase to daily tranches. BTC delivery will
be performed during USA, Florida regular working hours. These conditions may affect BTC delivery time.

 From Europe (Zurich) Wire to the USA, due to difference in time zone (6 hours), there may be a lag time or delay
on the money transfer process of 24 to 48 hours. Therefore, to have enough time to verify first couple deposits,
may have to perform tranches every 2 days. Then, once comfortable, may increase to daily tranches. BTC
delivery will be performed during USA, Florida regular working hours.
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1.2. Purchase Price. For each Transaction, at Closing, Buyer shall pay to Seller cash in the amount of the Net
Purchase Price, calculated as follows: cash meaning, Transfer or deposit funds to Paymaster account referring in
second part agreement wallet and banking information. also, section 2.1(d).

(A) The then-current Sales Price of the Bitcoins as published on www.blockchain.com,

multiplied by the total Quantity of Bitcoins purchased (the “Gross Purchase Price”);

(B) Minus a Discount to Buyer of Two Percent (2%) of the Gross Purchase Price.

Example (Assumptions)only:
Sales Price = $4,000.00 Quantity = 10,000 Discount = 2%

Calculation:
[$4,000.00 x 10,000] = 40,000,000 = Gross Price

[$40,000,000] – [2% = ($800,000)]

[$40,000,000.00] – [$800,000.00] = $39,200,000.00 (Net Purchase Price)

1.3. IMFPA. For each Transaction, at Closing, Seller shall send the BTC to Buyer’s and Seller’s
Intermediary Broker wallets included in the IMFPA based on percentage of actual BITCOIN purchase per
Tranche schedule detailed on this contract and in accordance with the Irrevocable Master Fee Protection
Agreement (“IMFPA”), attached hereto and incorporated herein.
1.4. No Liabilities Assumed. Buyer does not assume, and shall not be deemed to have assumed, any
liability, debt or obligation of Seller in connection with Buyer’s purchase of the Bitcoins pursuant to this
Agreement.

1.5. Closing. For each Transaction, Closing shall take place remotely via the exchange of documents
and signatures, in accordance with the Procedures set forth in Section 2.

ARTICLE 2
PROCEDURES

2.1. Procedures. Both parties agree to the following procedures of wire transfer bank to bank
(MT103):
(a) Once the Buyer has reviewed and agreed on the proposed terms and procedures layout in detail
in this contract (“Definitive Agreement”). Buyer will fill up all information requested in this contract in the
Buyer’s Section, including Bank account information, BTC Wallet information and Name and Passport
information of the Person or Corporate Agent with the power of making financial decisions such as: Funds
transfers, Invoice signing, Receiving BITCOIN, etc.
(b) Seller will receive from Buyer the Contract completed and signed (“Definitive
Agreement”). Seller will review and complete the sections pertaining to the Seller. A Conference Zoom.us call
between Buyer and Seller or Mandates with Execution Power will be conducted to schedule the Transaction
process (Banking, time, date and BTC purchase invoice amounts).
(c) Upon mutual execution of the Definitive Agreement (Contract), Seller will issue to
Buyer an Invoice for the initial purchase of Bitcoins. Subsequent Invoices will be delivered by Seller to Buyer
for each Transaction thereafter. and has 90 minutes to wire transfer or bank to bank the price in the invoice.
Note: Funds must be free and clear for the Seller to send the Bitcoins to the Buyers wallet and Brokers wallets
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as specified and agreed, per sections 2.1 (f) and (g).

(d) All Transactions (and Closings) will be handled by and processed through the Paymaster.

(e) The Definitive, Invoices will be created in the time of the transfer, “Sales Price” shall mean the
then-current market price of the Bitcoins, as published on www.blockchain.com in section 1.2 (A).

(f) For the initial and subsequent purchase and sale of Bitcoins, Buyer shall receive and invoice for
the Bitcoins to be purchased thereunder and deposit their funds from Buyer’s Bank to the Paymaster’s JP Morgan Chase
Bank Account (IOLTA COLTAF Trust Account), the amount of funds required to consummate the Transaction (“Funds
Deposit”). Third Party Attorney oversees and confirms the Buyer’s funds transferred. Once the Funds Deposit source is
reviewed and cleared from any, and all encumbrances, Paymaster will alert seller and seller will move BTC from cold
storage to hot wallet ready to send BTC to Buyer’s wallet. Seller shall transfer from blockchain wallet to designated
Buyer’s Bitcoin wallet the number of Bitcoins specified in the Invoice purchase order (“Bitcoins Deposit”) or a fresh new
wallet is given with all necessary codes, keys and ownership transferred to Buyer. Paymaster shall send written
confirmation to both Buyer and Seller that the Funds Deposited has been successfully received (“Confirmation”), and the
Bitcoins Deposited have been properly sent and received in the Buyer’s designated Bitcoin wallet.

(g) Seller will deposit bitcoins as distribution per Tranche completed to facilitators and brokers per
IMFPA specifications.

(h) After the successful completion of the initial purchase and sale of Bitcoins, all subsequent
Transactions and Closings shall be processed and completed in accordance with the Procedures contained in this Section.

2.2. Non-Performance. In the event Paymaster is unable to deliver written Confirmation to Buyer or Seller
(e.g., Funds Deposit and / or Bitcoins Deposit have not been made or cleared), or written Confirmation is made but the
Bitcoins Deposit has not been delivered or actually received in Buyer’s Bitcoins wallet within twenty-four (24) hours
after said written Confirmation notice, with best intentions to deliver, Paymaster shall immediately return Funds
Deposited to Buyer, less wire transfer fees incurred. Both the Buyer and the Seller agree to a $10,000,000 (Ten Million)
dollar penalty for nonperformance of this contract. After Invoice is issue, Buyer must sign and agree to the transaction
and soon thereafter send confirmation that funds have been sent with Bank date and time. If the Buyer does not begin the
agreed contract payment process to the Paymaster account of JP Morgan Chase Bank, within 24 hours of signing the
agreement, they will be immediately in breach of contract and will be liable for the $10,000,000 penalty; same penalty
applies to the Seller for non-performance or not deliver of Bitcoin within 24 hours base on section (f), also see Page 2
Table 1 – footnotes).

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

3.1. Buyer and Seller acknowledge and agree that the representations made in the Recitals and
elsewhere contained in this Agreement are true and complete as of the Effective Date and, unless stated in
writing otherwise, will be true and complete on the date of each Closing of each Transaction.

3.2. Buyer and Seller represent and warrant that they have full power and authority to enter into this
Agreement, and that this Agreement, when executed and delivered, will constitute valid and legally binding
obligations of the parties hereto, enforceable in accordance with its terms.

3.3. Buyer and Seller represent and warrant that all authorizations and approvals have been obtained
from each of the Holders and Prospective Buyers to enter into this Agreement and to consummate the
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Transactions contemplated hereby.

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ARTICLE 4
INDEMNIFICATION

4.1. Seller’s Indemnification Obligation.  Seller agrees that, from and after each Closing, it shall
indemnify, defend and hold harmless Buyer, its officers, directors, partners, members, managers, employees,
agents and other representatives from and against any damages, claims, losses, liabilities, costs and expenses
(including, without limitation, reasonable attorneys’ fees and court costs) (the “Liabilities”) incurred by any of
the foregoing persons and / or entities arising out of any inaccuracy or breach of any representation or warranty
or covenant of Seller contained in this Agreement.

4.2. Buyer’s Indemnification Obligation.  Buyer agrees that, from and after each Closing, it shall
indemnify, defend and hold harmless Seller, its officers, directors, partners, members, managers, employees,
agents and other representatives from and against any Liabilities incurred by any of the foregoing persons and /
or entities arising out of any inaccuracy or breach of any representation or warranty or covenant of Buyer
contained this Agreement.

4.3. Limitations on Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED

HEREIN, NONE OF BUYER, SELLER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES SHALL BE ENTITLED TO
EITHER PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE
OR PRODUCTION) IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY
AND EACH OF BUYER AND SELLER, FOR ITSELF AND ON BEHALF OF ITS REPRESENTATIVES, HEREBY EXPRESSLY
WAIVES ANY RIGHT TO PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF
PROFITS, REVENUE OR PRODUCTION) IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY.

ARTICLE 5
MISCELLANEOUS

5.1. Confidential Information. In entering into this Agreement, the parties hereto acknowledge that
they may each disclose or deliver to the other party certain of its Confidential Information (as defined below). As
used herein, “Confidential Information” shall mean all tangible or intangible business, financial, technical or non-
technical information material or data, whether written, oral or in any electronic, visual or other media, that is
furnished or made available by one party (the “Disclosing Party”) to the other party (the “Recipient”) that
concerns the Disclosing Party, which the Disclosing Party considers to be confidential information or proprietary
in nature, and is the subject of reasonable efforts to keep it confidential. The Recipient shall use the Confidential
Information only for evaluating, negotiating, or effecting the Transaction. The Confidential Information shall not
be used for any other purpose without the prior written consent of the Disclosing Party. Notwithstanding the
foregoing, the term Confidential Information does not include information which: (i) was, or has become,
publicly known and made generally available in the public domain through no wrongful act of the Recipient, (ii)
was in tangible form, properly dated and known to the Recipient prior to the Effective Date hereof, provided it
was not previously obtained directly or indirectly by the Recipient from the Disclosing Party; (iii) was lawfully
acquired by the Recipient from a third party who had a right to the information and was not bound by the
provisions of any confidentiality agreement with the Disclosing Party; (iv) was independently developed by
employees or agents
acting for the Recipient without the benefit of Confidential Information obtained from the Disclosing Party prior
to such development; or (v) was approved for release by prior written authorization of the Disclosing Party.

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5.2. Non-Circumvention. The Recipient agrees and covenants that it will refrain from utilizing information
gained from the Disclosing Party in a way other than as contemplated hereunder. In this connection, the
Recipient shall not circumvent or attempt to circumvent, either directly or indirectly, any individuals or entities
introduced by the Disclosing Party, except through the Disclosing Party or with the prior written consent of the
Disclosing Party. The parties acknowledge and agree that this Section 5.2 is an essential and material part of this
Agreement. In the event of a violation of this Section 5.2 by the Recipient, whether direct or indirect, the
Disclosing Party shall be entitled to legal monetary compensation equal to the maximum amount it should realize
from any such Transaction, including, without limitation, reasonable attorneys’ fees and court costs and expenses
incurred.

5.3. Injunction. The parties hereby acknowledge that remedies at law would be inadequate to protect
the Disclosing Party against any actual or threatened breach of this Agreement by the Recipient and without
prejudice to any other rights and remedies otherwise available to the Disclosing Party, the Recipient agrees to the
granting of injunctive relief in the Disclosing Party’s favor without proof of actual damages and without the need
to establish the lack of an effective remedy at law.

5.4.     Term; Termination. This Agreement shall remain in full force and effect for a period of two (2)
years or until Buyer has purchased, paid for, and received the total Quantity of Bitcoins that Buyer wishes to
purchase under this Agreement, a total purchase of 1,700,000 bitcoins with an extension and roll over if more
bitcoins are available. Whichever shall occur first. The parties may renew or extend the term of this Agreement
by mutual written agreement. The parties may terminate this Agreement upon any of the following events to
occur: (i) mutual written agreement to terminate this Agreement by the parties hereto; (ii) breaching party’s
failure to cure a material breach within thirty (30) days after receipt of written notice thereof; or (iii) a party is no
longer actively involved in business.

5.5. Notices. Any notices under this Agreement must be in writing, may be e-mailed, sent by express
courier, or hand-delivered, or may be served by depositing the same in the United States mail, addressed to the
party to be notified, postage-prepaid and registered or certified with a return receipt requested. Each notice given
by registered or certified mail shall be deemed delivered and effective on the date of delivery as shown on the
return receipt, and each notice delivered in any other manner shall be deemed to be effective as of the time of
actual delivery or the date the applicable e-mail was sent if no non-delivery response is received by the sender.

5.6. Entire Agreement; Modification. This Agreement constitutes the entire agreement between the
parties hereto regarding the subject matter set forth herein and supersedes any prior or contemporaneous
agreement related to the subject matter hereof whether written or oral and may only be modified in writing and
signed by an authorized representative of both parties.

5.7. Assignment. This Agreement shall not be assigned or transferred without the prior written consent
of the other party.

5.8. Severability. If any provision of this Agreement is illegal, unenforceable or invalid under
applicable law, it shall be enforced to the maximum permissible extent to affect the intent of the parties, and the
remaining provisions will remain in full force and effect.

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5.9. Waiver. All waivers hereunder must be made in writing by a duly authorized representative of the
party against whom the waiver is to operate, and failure at any time to require the other party’s performance of
any obligation under this Agreement shall not affect the right subsequently to require performance of that
obligation.

5.10. Governing Law; Jurisdiction and Venue. This Agreement shall be construed and governed by and
enforced under the laws of the State of Florida applicable to contracts made and to be performed entirely within
the State of Florida. The parties hereto agree to submit to the jurisdiction of the federal and state courts of the
State of Florida with respect to the breach or interpretation of this Agreement or the enforcement of all rights,
duties, liabilities, obligations, powers, and other relations between the parties arising under this Agreement.

5.11. Attorney’s Fees. In the event of any controversy, claim or dispute between the parties hereto,
arising out of or relating to this Agreement or any breach hereof, including litigation, mediation or arbitration
proceedings, the prevailing party shall be entitled to recover from the other party all reasonable attorney’s fees,
paralegal and expert witness fees, costs and expenses incurred in connection with such claim or dispute.

5.12. Fees and Expenses; Brokerage Fees. The parties agree that, except as otherwise expressly
provided in this Agreement, each of Seller and Buyer shall bear and pay all costs, fees and expenses that it incurs,
or which may be incurred on its behalf, in connection with the negotiation and execution of this Agreement and
the consummation of the Transactions contemplated hereby. In the event any Transaction contemplated by this
Agreement is consummated, but not otherwise, Seller irrevocably and unconditionally agrees to SEND BITCOINS
to each of the persons and entities named in the IMFPA and the buyer’s wallet agreement set forth therein.

5.13. Third Party Beneficiaries. The parties agree that each of the persons and entities named in the
IMFPA are intended to be, and shall be construed as, third party beneficiaries to this Agreement.

5.14. Construction. The language in all parts of this Agreement shall be construed, in all cases,
according to its fair meaning. The parties acknowledge that each party and its counsel have reviewed and revised
this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement. Words in the singular shall be
deemed to include the plural and vice versa and words of one gender shall be deemed to include the other gender
as the context requires.

5.15. Counterparts. This Agreement may be executed in one or more counterparts, each of which may
be signed and transmitted via PDF electronic delivery with the same validity as if it were an ink-signed
document.

[Signature Pages, Bank information & Wallet information Follows]

 

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The Parties hereto irrevocably agree, binding this Agreement (Non-Circumvention/Non-Disclosure) and do set
their hand affixing their signatures this December ____ _ , 2018

SIGNATURE PAGE
Read and accepted the conditions of fees agreed, acknowledged and signed by
the Bitcoin Seller and the Bitcoin Buyer.

BITCOIN SELLER BITCOIN BUYER

I, the I, the undersigned,

undersigned, acting with full responsibility, acting with full responsibility, hereby
hereby irrevocably and unconditionally agree irrevocably and unconditionally agree with the
with the terms and conditions established terms and conditions established herein.
herein.
COMPANY COMPANY
NAME: NAME
DESIGNATION: DESIGNATION:

NATIONALITY NATIONALITY

PASSPORT: PASSPORT:
ISSUE DATE: ISSUE DATE:
EXPIRATION EXPIRATION
DATE: DATE:
DATE: DATE:

SIGN / SEAL SIGN /SEAL

-END SIGNATURE PAGE-

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SELLER‘S BANK INFORMATION

BANK NAME: JP MORGAN CHASE BANK

BANK ADDRESS:
ACCOUNT NAME:
Account number:
ABA number:
SWIFT: CHASUS33
Bank Officers:
ACCOUNT
SIGNATORY:

BUYER‘S BANK INFORMATION

BANK NAME:
BANK ADDRESS:
ACCOUNT NAME:
Account number:
ABA number:
SWIFT:
Bank Officers:
ACCOUNT
SIGNATORY:

Bitcoin Buyer´s and the Bitcoin Seller's wallet address will be described as follows:

DESCRITION BITCOIN BUYER BITCOIN SELLER

WALLET
ADDRESS
TYPE OF
WALLET

NOTE: The Bitcoin Wallet addresses described above are an integral part of this contract.

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BITCOIN SELLER PASSPORT COLOR COPY

BITCOIN BUYER PASSPORT COLOR COPY

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APPENDIX A
DEFINITIONS

A.1. Recitals. The Recitals set forth above are incorporated by reference and are expressly made part of this
Agreement.

A.2. Definitions. The following definitions shall apply to and constitute part of this Agreement and all
Appendices, Schedules, and Exhibits attached hereto:

“Agreement” shall mean this Private Buy-Sell Bitcoin Agreement between Seller and Buyer.

“Bitcoins” shall mean that certain cryptocurrency and worldwide payment system described on
https://www.bitcoin.com.

“Bitcoins Deposit” shall mean the total Quantity of Bitcoins that are deposited in the IMFPA and Buyer’s wallet
agreement for purchase in each Transaction.

“Buyer” shall mean the Purchaser of Bitcoins and funds Holder or authorized Representative.

“Closing” shall mean the completed purchase and sale of Bitcoins between Buyer and Seller for each Transaction.

“IMFPA” shall mean both the Buy-side and Sell-side parties involved in these transactions referring on section 1.3
Compensated by the Seller.

“Confidential Information” shall have the meaning set forth in Section 5.1.

“Confirmation” shall mean Paymaster’s written notice to both Seller and Buyer that the Bitcoins have been Deposit
in Buyers Wallet and Funds Deposit have been properly made and received and cleared in the Paymaster’s Trust
Account.

“Definitive Agreement” shall mean the final agreement between Seller and Buyer substantially in the form of this
Agreement.

“Disclosing Party” shall have the meaning set forth in Section 5.1.

“Discount” shall be Two Percent (2%) of the Gross Purchase Price.

“Effective Date” shall have the meaning set forth in the preamble.

“Encumbrance” means any charge, claim, community property interest, condition, easement, covenant, warrant,
demand, encumbrance, equitable interest, lien, license, mortgage, option, purchase right, pledge, security interest,
right of first refusal or other right of third parties or restriction of any kind, including any restriction on use,
transfer, receipt of income or exercise of any other attribute of ownership.

“Funds Deposit” shall mean the total funds that Buyer deposits in Paymaster trust account to purchase the Bitcoins
in each Transaction.

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“Gross Purchase Price” shall have the meaning set forth in Section 1.2(A).

“Holders” shall mean the legal titleholder of the Bitcoins which are for sale.

“Holders Mandate” shall mean the Holders authorized representative and signatory under this Agreement.

“IMFPA” shall mean the Irrevocable Master Fee Participation Agreement.

“Intermediary or Brokers” shall mean the persons and entities (other than the Holders Mandate and Prospective
Buyers Mandate) who are involved in facilitating the Bitcoins Transactions under this Agreement.

“Invoice” shall mean an instrument describing the total amount of Bitcoins that are to be sold and the total sum due
for payment in each Transaction.

“Liabilities” shall have the meaning set forth in Section 4.1.

“Net Purchase Price” shall mean the Gross Purchase Price, minus Two Percent (2%) Discount of the Gross
Purchase Price.

“Paymaster” shall mean Seller’s Paymaster Attorney managing JP Morgan Trust account already approved by
Home Land Security to manage Billions of US Dollars and Seller and broker’s BTC distribution Paymaster.

“Procedures” shall mean the procedural steps described in Section 2.1.

“Prospective Buyers” shall mean the persons and entities that are interested in purchasing Bitcoins.

“Prospective Buyers Mandate” shall mean the Prospective Buyers authorized representative and signatory under
this Agreement.

“Recipient” shall have the meaning set forth in Section 5.1.

“Quantity” shall mean the total number of Bitcoins that are to be purchased for each Transaction.

“Sales Price” shall mean the then-current market price of the Bitcoins, as published on www.blockchain.com.

“Seller” shall mean the BTC Holders together with the Holders Mandate or Seller Direct.

“Sell-side” shall mean the total amount of consideration to be paid to the BTC Holders Mandate (and its
representatives) upon Closing of each Bitcoins Transaction base on Section 1.3.

“Transaction” shall mean the contemplated purchase and sale of Bitcoins between Buyer and Seller, which are
subject to Closing.

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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 and National Commerce Act’’ or
such other applicable law conforming to the 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.

ATTACHED IMFPA for Transaction Code:

1.7MBTCJPMORGANT089

-END OF PRIVATE BUY-SELL BITCOIN AGREEMENT-

-END OF DOCUMENT-

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