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THIS SALES AND PURCHASE AGREEMENT (THE “AGREEMENT”) IS ENTERED INTO AS OF THIS

Thursday, July 13, 2023 BY AND BETWEEN:


THE BTC PROVIDER (the “SELLER”)
PARTY ONE,

COMPANY NAME MTech Legal, PLLC (D/B/A Solidity Law)

ADDRESS 2222 Ponce De Leon Blvd.


STE 300
Coral Gables, FL 33134

REPRESENTED BY Anibal Suriel, Esq.

TITLE Managing Partner

REGISTRATION NO L22000409469

PASSPORT NO. 534173968

ISSUE DATE 17 August 2015

EXPIRE DATE 16 August 2025

HEREINAFTER TERMED AS PARTY ONE, AND

THE FIAT/USDT PROVIDER (the “BUYER”) :


PARTY TWO

COMPANY NAME

ADDRESS

REPRESENTED BY

REGISTRATION NO

PASSPORT NO.

ISSUE DATE

EXPIRE DATE

TELEPHONE

EMAIL

SELLER´S INITIAL Page 1 of 2 BUYER´S INITIAL


HEREINAFTER TERMED AS PARTY TWO.
TERMS AND CONDITIONS

CONTRACT NO: EG07132023


IMFPA NO 49-EG-2023
INSTRUMENT BITCOIN (BTC) ₿

TYPE OF ASSET DIGITAL CRYPTO CURRENCY

TRANSACTION MODE FIAT THEN USDT TO BTC VIA ESCROW

RECEIVING MODE BITCOIN WALLETS

CONTRACT QUANTITY BTC 31,330 WITH ROLLS AND EXTENSION

FIAT to BTC Transaction Fee 5%


(Tranche 1)
USDT to BTC TRANSACTION 3%
FEE
USDT TO BTC DISCOUNT 2%

FIRST TRANCHE 1st Tranche 330 BTC MINIMUM

SUBSEQUENT TRANCHES ANNEX B

TO BE CONFIRMED FROM THE DAILY EXCHANGE RATE VIA


PRICE PER 1 BTC
www.coinmarketcap.com or www.bitcoin.com

CONSULTANT FEES TO BE SELLER MANDATE GROUP (TOTAL = 1.5%)


PAID BY BUYER (3%) BUYER SIDE MANDATE GROUP (TOTAL = 1.5%)
CONSULTING GROUP (TOTAL= 1%)

USDT VIA DIRECT PAYMENT TO SELLER’S ESCROW DESIGNATED


PAYMENT MODE
ACCOUNT.

SELLER´S INITIAL Page 1 of 2 BUYER´S INITIAL


2. PROCEDURE (USING SELLER’S ESCROW ATTORNEY)

1. Initial Engagement.

Step 1. Buyer and Seller agree to the Satisfaction of Provided KYC Documentation and Information.

Step 2. Buyer and Seller agree to tranche schedule.

2. Transaction Procedure for Tranche 1 (Fiat to BTC).

Step 1. Seller creates a new BTC wallet on Seller’s Ledger Nano on a zoom call for approval by the
Buyer (the “BTC Escrow Account”). Wallet must be decentralized/non-custodial/cold. No
Exchanges and no custodial wallets are accepted for security reasons.

Step 2. Seller provides the Buyer with the wallet address, but the Seller retains the passwords, as
applicable.

Step 3. Buyer then sends Fiat Amount to Seller’s IOLTA Account (Details Shared Below).

Step 4. Upon confirmation of the Fiat Amount clearing in the IOLTA Account, Seller sends the Fiat
Amount to the Partner OTC Desk Trust Account.

Step 5. Upon confirmation of the Fiat Amount clearing in the Partner OTC Trust Account, Seller
conducts trade for Fiat to BTC.

Step 6. Upon confirmation of the BTC clearing in the Partner OTC Trust Account, Seller sends the BTC
Amount to the Seller BTC Escrow Wallet.

Step 7. Upon confirmation of the BTC clearing in the Seller BTC Escrow Wallet, Seller sends the BTC
Amount to the Buyer’s Designated Wallet.

3. Transaction Procedure for Remaining Tranches (USDT to BTC):

Step 1. Seller creates a new USDT ERC-20 wallet on Seller’s Ledger Nano on a zoom call for
approval by the Buyer (the “USDT Escrow Account”). Wallet must be decentralized/non-
custodial/cold. No Exchanges and no custodial wallets are accepted for security reasons.

Step 2. Seller provides the Buyer with the wallet address, but the Seller retains the passwords, as
applicable.

Step 3. The buyer sends the first tranche of USDT to the USDT Escrow Account.

i. Escrow attorney confirms receipt of USDT in his wallet and sends screenshots to the Seller.

ii. The seller verifies the USDT via Etherscan.

Step 4. Seller sends the USDT Amount to the Partner OTC Desk Trust Account.

i. Seller confirms receipt of USDT in the Partner OTC Desk Trust Account and sends
screenshots to the buyer.
Step 5. Upon confirmation of the USDT Amount clearing in the Partner OTC Trust Account, Seller
conducts trade for USDT to BTC.
Step 6. Upon confirmation of the BTC clearing in the Partner OTC Trust Account, Seller sends the
BTC Amount to the Seller BTC Escrow Wallet.

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Step 7. Upon confirmation of the BTC clearing in the Seller BTC Escrow Wallet, Escrow Attorney
shall pay the sales commissions as per the instructions outlined herein in Annex D.

Step 8. Upon deduction of all applicable commissions and fees, Seller sends the remaining BTC
Amount to the Buyer’s Designated Wallet.

Step 9. Steps 1 to 8 are repeated until 200,000 BTC transaction is complete.

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ANNEX A
INFORMATION ABOUT THE WALLET ADDRESS

SELLER BANK ACCOUNT INFORMATION FOR FIAT

lOLTA Trust Account for MTech Legal, PLLC at Wells Fargo, N.A.

Wire Transfers Details:

Bank: Wells Fargo, N.A.

Account Holder: MTech Legal, PLLC (D/B/A Solidity Law), Anibal Suriel

Account Number: 2927091898

Routing Numbers:

Domestic Wire Transfers: 121000248

SELLER WALLET ADDRESS TO SEND BTC:


WALLET ADDRESS

BUYER WALLET ADDRESS TO RECEIVE BTC:

WALLET ADDRESS

SELLER WALLET ADDRESS TO RECEIVE USDT:


WALLET ADDRESS

BUYER WALLET ADDRESS TO SEND ERC USDT:


WALLET ADDRESS

SELLER´S INITIAL Page 1 of 2 BUYER´S INITIAL


ANNEX B

SCHEDULE TRANCHE WITH ROLLING & EXTENSIONS


CONDITIONALLY BTC TRM DAILY - (EXAMPLE – CAN BE CHANGED)

TRANCHE SCHEDULE

COMMISSION
TRANCHES USDT Sent Bitcoin Sent 1.5% + 1.5% +.50% + 0.50%

TRIAL $ 1BTC USD / $ Value of 1 BTC USD /


0%
TRANCHE USDT USDT
1 FIAT 330 BTC 1% + 1%+1%

2 USDt 1000 BTC 1% + 1%+1%

3 USDt 6000 BTC 1% + 1%+1%

4 USDt 10000 BTC 1% + 1%+1%

5 USDt 15000 BTC 1% + 1%+1%

3 USDt 1% + 1%+1%

4 USDt 1% + 1%+1%

5 USDt 1% + 1%+1%

Until contract volume Until contract volume is


is exhausted /TBA exhausted /TBA
Sub-Total TBA 32,330 BTC

TOTAL TBA R&E 32,330 R&E

SELLER´S INITIAL Page 1 of 2 BUYER´S INITIAL


ANNEX C
INFORMATION ABOUT THE PARTIES TO THE TRANSACTION

SELLER’S INFORMATION

All parties have an obligation to respect professional secrecy and to take all appropriate precautions to protect the
confidentiality of the information each holds in respect of the others’ activities. This legal obligation shall remain in full force
and effect at all times.

COMPANY NAME: MTech Legal, PLLC (D/B/A Solidity Law)

REGISTRATION NO.: L22000409469

OFFICE ADDRESS: 2222 Ponce De Leon Blvd, STE 300, Coral Gables, 33134

REPRESENTED BY: Anibal Suriel, Esq.

TITLE: Managing Partner

NATIONALITY: American

PASSPORT NO.: 534173968

COUNTRY ISSUED BY: United States

PASSPORT ISSUE DATE: 17 August 2015

PASSPORT EXPIRATION DATE: 16 August 2025

I HEREBY ATTEST AND CONFIRM THAT ALL OF THE INFORMATION GIVEN ABOVE IS ACCURATE
AND TRUE.

SELLER´S SIGNATURE: DATE: /2023

SELLER´S INITIAL Page 1 of 2 BUYER´S INITIAL


SELLER´S - PASSPORT COPY

COPY CERTIFICATION

Place of Certification:

Miami, FL
United States of America

On this 15th day of December, 2022, I certify that the preceding or attached document, is a true, exact, complete, and unaltered copy of a tangible
or an electronic record as presented to me by the document’s custodian.

Name of Attorney: Carlos Mouawad, Esq.


Florida State
Signature Bar License No.: 1038451
of Attorney
Contact Email: cmouawad@britopllc.com
Contact Number: +1 (305)781-7248

SELLER´S INITIAL Page 7 of 8 BUYER´S INITIAL


SELLER´S – CERTIFICATE OF INCORPORATION COPY

State of Florida
Department of State

I certify the attached is a true and correct copy of the Articles of Organization of MTECH
LEGAL, PLLC, a limited liability company organized under the laws of the state of Florida, filed
electronically on September 20, 2022, as shown by the records of this office.

I further certify that this is an electronically transmitted certificate authorized by section 15.16,
Florida Statutes, and authenticated by the code noted below.

The document number of this limited liability company is L22000409469.

Authentication Code: 220921191713-800394783698#1

Given under my hand and the


Great Seal of the State of Florida
at Tallahassee, the Capital, this
the
Twenty First day of September, 2022

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BUYER’S INFORMATION

All parties have an obligation to respect professional secrecy and to take all appropriate precautions to protect the
confidentiality of the information each holds in respect of the others’ activities. This legal obligation shall remain in full
force and effect at all times.

COMPANY NAME:

REGISTRATION NO.:

OFFICE ADDRESS:

REPRESENTED BY:

TITLE:

NATIONALITY:

PASSPORT NO.:

COUNTRY ISSUED BY:

PASSPORT ISSUE DATE:

PASSPORT EXPIRATION DATE:

I HEREBY ATTEST AND CONFIRM THAT ALL OF THE INFORMATION GIVEN ABOVE IS
ACCURATE AND TRUE.

BUYER´S SIGNATURE: DATE: /2022

SELLER´S INITIAL Page 8 of 9 BUYER´S INITIAL


BUYER´S - PASSPORT COPY

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BUYER´S – CERTIFICATE OF INCORPORATION COPY

SELLER´S INITIAL Page 8 of 9 BUYER´S INITIAL


ANNEX D
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
INTERNATIONAL CHAMBER OF COMMERCE (I.C.C 400/500/600)
NON-CIRCUMVENTION, NON-DISCLOSURE & WORKING AGREEMENT (NCNDA)
CRYPTO TRANSACTION

CONTRACT: EEG07132023

IMFPA NO 49-EG-2023

INSTRUMENT: Bitcoin (BTC)

TYPE OF ASSET: CRYPTO CURRENCY

TRANSACTION: WALLET TO WALLET OR L2L WF/WF

SELLER NAME: MTech Legal, PLLC (D/B/A Solidity Law)

REPRESENTED BY: Anibal Suriel, Esq.

BUYER NAME:

REPRESENTED BY:

CONTRACT VOLUME: 31,330 OF BTC WITH R&E

PRICE: 100 TO 20,000 BTC GROSS -8%/ NET -5%

COMMISSION: The buyer pays a total of 3% commission:


Seller side (1%)
Buyer side consultant (1%)
Consultants/Facilitators (1%)
extension for next five (5) years

BENEFICARIES SELLER MANDATE GROUP (TOTAL = 1%)


BUYER SIDE MANDATE GROUP (TOTAL = 1%)
CONSULTANTS/FACILITATORS GROUP (TOTAL = 1%)

PAYMENT OF COMMISSION: Payable in Bitcoin or USDT.

This Agreement covers any business transactions entered by the BTC Seller
Consultants, and Buyer Consultants & Seller and Buyer for a period of FIVE
(5) years from the date of this Agreement.
Consultants will be informed for attempt of any future business, for a period
of FIVE (5) years.

SELLER´S INITIAL Page 8 of 9 BUYER´S INITIAL


BUYER PAYS 1.0% CONSULTING FEES TO SELL SIDE CONSULTANTS

1.0% SELL SIDE PAY MASTER BENEFICIARY


:
BENEFICIARY & ASSIGNS (AMT = 1.0%):

PAYMASTER’S NAME:

BTC WALLET:

USDT (TRC20) WALLET:

EMAIL:

BUYER PAYS 1% CONSULTING FEES TO CONSULTANT GROUP

1% FACILITATORS GROUP 1
:
BENEFICIARY & ASSIGNS (AMT =
1%):

PAYMASTER’S NAME:

BTC WALLET:

USDT (TRC20) WALLET:

EMAIL:

BUYER PAYS 1.0% CONSULTING FEES TO BUY SIDE CONSULTANTS

1.0% BUY SIDE GROUP #2 :

BENEFICIARY & ASSIGNS (AMT =


1%):

PAYMASTER’S NAME:

BTC WALLET:

USDT (TRC20) WALLET:

EMAIL:

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3. SIGNATURE ENDORSEMENT

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 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.

Signed for and on behalf of (Party One) [Seller]

NAME:
TITLE: CHIEF OPERATION OFFICER
PASSPORT NO.:
PLACE OF ISSUE:
ISSUE DATE:
EXPIRY DATE:

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 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.

Signed for and on behalf of (Party two) [Buyer]

NAME:
TITLE:
PASSPORT NO:
PLACE OF ISSUE:
ISSUE DATE:
EXPIRY DATE:
BTC WALLET RECEIVING ADDRESS:

(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 & 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

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END OF DOCUMENT

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