Raphael Arthur Fraga Guimarães

raphaelarthurfraga@gmail.com/ 55 31 99809-8147

Belo Horizonte, Minas Gerais, 30535420.

Cardeal Vasconcelos Motta, 125.

05/07/2020

Viktorovich Pogrebnyak

QANplatform

63 Narva mnt

Kadriorg. County, Harju County. Municipality, Tallinn.

Subject: Acquisition of 30% Ownership in QANplatform

Dear Mr Pogrebnyak,

This agreement (acquiring 30% ownership in QANplatform) is made effective as of 07/05/2020,

between Raphael Arthur Fraga Guimarães Buyer and Viktorovich Pogrebnyak Seller. Buyer and
Seller are collectively referred to as the "Parties."

WHEREAS, Seller is the owner of 35% of the outstanding shares of QANplatform, a Estonia-based
company. Engaged innovative company based in Tallinn, Estonia, that excels in the field of
blockchain technology and decentralized solutions. Founded with the vision of driving the next
generation of blockchain infrastructure, QANplatform offers an open-source, secure, and
scalable platform for the development and execution of decentralized applications (dApps) and
smart contracts.

The company is dedicated to solving some of the critical challenges faced by traditional
blockchain technologies, such as scalability, security, and transaction speed. With its innovative
architecture and the use of familiar programming languages like Java, QANplatform aims to
attract developers and businesses looking to adopt blockchain technology in their operations.

QANplatform provides advanced features such as Proof of Authority (PoA) consensus, which
combines security and scalability, and a developer-friendly smart contract framework.
Additionally, the company focuses on delivering a simplified development experience and
comprehensive tools to facilitate the creation and deployment of decentralized applications.

With an experienced and dedicated team, QANplatform seeks to drive the adoption of
blockchain technology, enabling companies from various industries to harness the benefits of
decentralization, including increased transparency, efficiency, and security.

Through its innovative platform and tailored solutions, QANplatform is positioned as an

emerging leader in the blockchain ecosystem, helping shape the future of the decentralized
digital economy.

WHEREAS, Buyer is interested in acquiring 30% ownership in QANplatform for the purposes of
furthering its strategic objectives and benefiting from the potential growth of QANplatform's
business;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree
as follows:

Acquisition of Ownership Interest:

1.1 Buyer agrees to acquire 30% ownership interest in QANplatform (the 35% from Seller.)

1.2 The purchase price for the Acquired Shares shall be 300.000,00 (Dollar), payable as follows:
TERM OF PAYMENT AGREEMENT

This Term of Payment Agreement is entered into between Raphael Arthur Fraga Guimarães,
referred to as the "Payer," and Viktorovich Pogrebnyak, referred to as the "Payee," on this
05/07/2020
WHEREAS, the Payer owes a total amount of $300,000 to the Payee;

WHEREAS, both parties wish to establish a payment plan for the settlement of this debt.

NOW, THEREFORE, the parties agree as follows:

Total Debt Amount: The total debt amount owed by the Payer to the Payee is $300,000.

Installments: The debt will be divided into 24 equal monthly installments.

Payment Schedule: The Payer shall make the payment on or before the 10 of each month,
starting from 07/10/2020] until [07/10/2022.

Payment Method: The payment shall be made through Bitcoin, such as bank transfer or
electronic funds transfer (EFT), to the Payee's designated account. The Payee shall provide the
necessary payment details to the Payer.

Late Payment: In the event of a late payment, the Payer shall be responsible for any applicable
late payment fees or penalties as agreed upon by both parties.

Prepayment: The Payer has the right to make prepayments towards the outstanding debt
without any penalty or additional charges.

Default and Remedies: In the event of a default in payment, the Payee reserves the right to take
legal action to recover the outstanding amount, including but not limited to, collection fees,
attorney fees, and court costs.

Modification: Any modifications or amendments to this Agreement shall be made in writing and
signed by both parties.
Governing Law: This Agreement shall be governed by and construed in accordance with the laws
of Tallin/Estonia

Entire Agreement: This Agreement constitutes the entire understanding and agreement between
the parties with respect to the subject matter hereof, and supersedes all prior discussions,
negotiations, and agreements.

IN WITNESS WHEREOF, the parties hereto have executed this Term of Payment Agreement as of
the date first above written.

Representations and Warranties:

2.1 Seller represents and warrants that it is the legal and beneficial owner of the Acquired
Shares, free and clear of any liens, claims, or encumbrances.

2.2 Seller represents and warrants that it has full power and authority to enter into this
Agreement and to sell the Acquired Shares.

2.3 Seller represents and warrants that QANplatform is duly incorporated and validly existing
under the laws of Estonia, with all necessary licenses and approvals to carry out its business
operations.

2.4 Seller represents and warrants that there are no legal actions, claims, or proceedings
pending or threatened against QANplatform that would materially affect its business or assets.

Closing:

3.1 The closing of this transaction shall occur within 730,5 days from the execution of this
Agreement, or as mutually agreed upon by the Parties.

3.2 At the Closing, Seller shall deliver the necessary documentation, including share certificates
or other evidence of ownership, to transfer the Acquired Shares to Buyer.

Post-Closing Covenants:

4.1 Seller agrees to assist Buyer, at Seller's expense, in any filings, registrations, or other actions
necessary to transfer the Acquired Shares into Buyer's name.

4.2 Seller agrees to provide reasonable access to QANplatform's books, records, and other
information requested by Buyer for due diligence purposes.

Confidentiality:

5.1 Both Parties agree to keep all non-public information regarding the transaction and
QANplatform confidential, unless required by law or with the other Party's written consent.

Governing Law and Jurisdiction:

6.1 This Agreement shall be governed by and construed in accordance with the laws of
Tallin/Estonia.

6.2 Any disputes arising out of or in connection with this Agreement shall be subject to the
exclusive jurisdiction of the courts of [State/Country].

Entire Agreement:

7.1 This Agreement constitutes the entire agreement between the Parties and supersedes all
prior oral or written agreements, understandings, or representations.

7.2 Any modifications to this Agreement must be made in writing and signed by both Parties.

Obligation to Purchase Additional Ownership Interest:

8.1 Buyer and Seller agree that within 5 years from the date of this Agreement, Buyer shall have
the obligation to purchase an additional 5% ownership interest in QANplatform (the 5%
Additional Shares) from Seller.

8.2 The purchase price for the Additional Shares shall be determined based on the fair market
value of QANplatform at the time of exercise of this option.

8.3 Buyer shall provide written notice to Seller of its intention to exercise this option at least
1000 days prior to the intended purchase date.

8.4 The terms and conditions of this Agreement, including the representations and warranties,
shall apply to the purchase of the Additional Shares.