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THIS DIGITAL COMMODITY PURCHASE AGREEMENT (this “Agreement”) dated this 21st.
day of November 2021
BETWEEN:
AND
IN CONSIDERATION OF the Buyer purchasing 6,200 tokens from the Seller, and the Seller
transferring 6,200 tokens to the Buyer, both parties agree to keep, perform, and fulfil the
promises and conditions set out in this Agreement:
1. The Buyer agree to purchase 6,200 tokens (“Digital Asset”) with the possibility of rolls &
extensions (R&E) beyond the scope of this Agreement.
2. The Seller agree to sell their Digital Asset to the Buyer at a gross discount of xx percent
(x%) from the market price, with the Buyer’s net discount being xx percent (x%). The
remaining xx precent (x%) of the gross discount is divided equally between Buyer / Seller
intermediaries, payable by the Seller.
3. The Seller agree to remit the Buyer, their xxx percent (x%) rebate, to the Buyer’s
nominated bank account.
4. This transaction will be in USD currency. Payment will be to the Seller via MT103 wire
transfer to the designated CITIBANK Attorney IOLA Escrow Bank account.
TRANCHE SCHEDULE
Transaction Code: MIGUS-11/21/21RQL
5. The Seller has a duty and obligation to deliver the agreed upon digital assets to the
Buyer, regardless of price movement subject to the scheduled delivery times below.
6. The Buyer and Seller mutually agree to conduct the first several tranches face-to-face, in
New York, via the Seller’s Attorney.
GOVERNING LAW
7. This Agreement will be construed in accordance with and governed by the laws of the
United States.
BUYER’S RESPONSIBILITY
8. The Buyer agrees to purchase the Seller’s digital assets and transfer monies to the
Seller’s account as below (see Annex A hereto):
9. Buyer will email a notice of transfer receipt / bank remittance of funds for each BTC
tranche to the Seller’s Attorney and IOLA Escrow Agent at garethws@gwstewart.us
when each transfer is made.
10. Upon Seller’s Attorney and IOLA Escrow Agent’s receipt of Buyer’s notice of transfer
receipt / bank remittance of funds, said attorney shall immediately direct Seller to
transfer the subject digital asset tranche to the Buyer’s wallet.
11. The IOLA Escrow Agent shall not release the Buyer’s transactional funds to the Seller
save upon Blockchain verification of digital asset movement of token from the Seller’s
wallet to the Buyer’s wallet.
SELLER’S RESPONSIBILITY
12. The Seller agrees to remit the Buyer a xx percent (x%) rebate simultaneously on receipt
of the Buyer’s funds to the account below:
13. Upon confirmation that Buyer’s funds received into Seller’s CITIBANK Attorney IOLA
Trust Bank Account, within one hour, the Seller transfers the digital asset to the Buyer’s
digital wallet below:
Address:
NON-PERFORMANCE
14. In the event of non-performance by either Seller or Buyer, the non-performing party
shall become liable for two percent (2%) of the total transaction cost payable in United
States currency or the equivalent in digital asset. Upon receipt of such funds or digital
asset, this Agreement will be terminated.
15. If the digital asset is not delivered by the Seller within one (1) business day after
confirmation of each Buyer’s bank wire payment, the Seller will reimburse the Buyer for
any wire cancelation charges and pay the two percent (2%) non-performance fee.
Transaction Code: MIGUS-11/21/21RQL
16. If the Buyer does not wire payment in one (1) business day after this Agreement has
been fully executed, the Buyer will be deemed unable to perform and will pay the Seller
the two percent (2%) non-performance fee.
COSTS
17. Each party shall be liable for their own costs, expenses and expenditures incurred during
this Agreement.
18. Legal Costs incurred due to the non-performance of this Agreement will be borne by the
non-performing party.
COMMISSIONS
19. The Seller, on behalf of his Legal Representative, agree to renumerate three percent
(3%) commission (1.5% to Buyer intermediaries and 1.5% to Seller intermediaries) within
one business (1) day from each completed tranche.
20. The Buyer shall within such timeframe provide written notice to Seller’s Attorney and
IOLA Escrow Agent of the USA banking coordinates of no more than three such
intermediaries to whom Buyer-side 1.5% commission should be disbursed by bank wire
transfer.
BINDING EFFECT
21. Each party accepts that upon signing this agreement they become lawfully bound to
adhere to all the terms and conditions herein.
AMENDMENTS
22. This Agreement may only be amended or modified by a written instrument executed by
both the Buyer and the Seller.
SEVERABILITY
23. The clauses and paragraphs contained in this Agreement are intended to be read and
construed independently of each other. If any term, covenant, condition or provision of
this Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, it is the parties’ intent that such provision be reduce in scope by the
court only to the extent deemed necessary by that court to render the provision
reasonable and enforceable and the remainder of the provisions of this Agreement will
in no way be affected, impaired or invalidated as a result.
SEVERABILITY
24. All disputes arising under this agreement shall be governed by and interpreted in
accordance with the laws of New York.
Transaction Code: MIGUS-11/21/21RQL
25. The arbitral tribunal shall consist of a sole arbitrator mutually appointed by both parties.
GENERAL PROVISIONS
26. Headings are inserted for the convenience of the parties only and are not to be
considered when interpreting this Agreement. Words in the singular mean and include
the plural and vice versa.
ENTIRE AGREEMENT
27. This Agreement constitutes the entire agreement between the parties and there are no
further items or provisions, either oral or otherwise.
IN WHEREOF, the parties have duly affixed their signatures on this 21st. day of
November 2021.
Transaction Code: MIGUS-11/21/21RQL
EXECUTED as a DEED
EXECUTED as a DEED
EXECUTED as a DEED
by Gareth W. Stewart