Draft Letter of Intent

BTC AGREEMENT Ref. ______________

BETWEEN:

The Seller of BTC XXXXXXXXXXXXXX of Hereafter termed as Party One,

AND: The Buyer of BTC XXXXXXXXXXXXXXX, of Hereafter termed as Party Two.

WHEREAS, as a condition and inducement to Party One and Party Two’swillingness to enter into this Agreement,both parties have contemporaneously entered into this BTCagreement (“the Agreement”),

NOW, THEREFORE, in consideration of the agreement set forth above, the mutual promises and covenants set forthherein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Acquirer hereby agree as follows:

Section 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

1.2 “Party One and Party Two has the meaning set for in the Preamble”

1.3 “Agreement” has the meaning set forth in the Preamble;

1.4 “Business Day” means any day that is not a Saturday, a Sunday or public or bank holiday on which banks are closed in London;

1.5 “Contract” means any agreement, contract, lease, indenture, instrument, note, debenture, bond, mortgage or deed of trust or other agreement, commitment, arrangement or understanding;

1.6 “Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person or securities that represent a majority of the outstanding voting securities of such Person;

1.7 “Indemnitees” has the meaning set forth below.

1.8. ” Agreement” has the meaning set forth below.

1.9 “knowledge” means, with respect to any party, the actual knowledge of such party’s executive officers after due diligence, including inquiry of such party’s counsel and other officers or employees of such party;

1.10 “Law” means the Laws of England and Wales;

1.11 “Material Adverse Effect” means any event, circumstance, development, change or effect that, individually or in the aggregate, has or would reasonably be expected to have a material adverse effect on (a) the business, properties, assets, liabilities, operations, results of operations or financial condition of Party Two, taken as a whole, or (b) the authority or ability of Party Two to perform its obligations provided, however, that for purposes of clause (a) above, in no event shall any of the following exceptions, alone or in combination with the other enumerated exceptions below, be deemed to constitute, nor shall be taken into account in determining whether there has been or will be, a Material Adverse Effect:

1.12 any effect resulting from compliance with the terms and conditions of, or from the announcement of the transactions contemplated by this Agreement and/or any other Transaction Document, (ii) any effect that results from changes affecting any of the industries in which the Company or its Subsidiaries operate generally or the economy generally, (iii) any effect that results from changes affecting general worldwide economic or capital market conditions, provided that any such changes in (ii) and (iii) do not disproportionately affect the Company in any material respect relative to other similarly situated participants in the industry in which they operate, (iv) any pandemic, earthquake, typhoon, tornado or other natural disaster or similar force majeure event,

1.13 “Material Contract” has the meaning set forth below.

1.14 “Person” means any individual, partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, organisation, entity or Governmental Authority;

1.15 “Public Documents” has the meaning set forth below.

1.16 Subsidiary” of any Person means any corporation, partnership, limited liability company, joint stock company, joint venture or other organisation or entity, whether incorporated or unincorporated, which is Controlled by such Person and, for the avoidance of doubt, the Subsidiaries of any Person shall include any variable interest entity over which such Person or any of its Subsidiaries effects Control pursuant to contractual arrangements and which is consolidated with such Person in accordance with generally accepted accounting principles applicable to such Person;

“1.17 Tax” has the meaning set forth below.

Section 2

Recitals

Information.

2.1 Both Party One and Party Two have been furnished access to all materials and information they have requested from the other Party in order to evaluate whether to proceed with the Agreement and is relying solely on their own counsel and other advisors for legal, financial and other advice with respect to the transactions contemplated by this Agreement and the other Transaction Documents.

Section 3

Consents.

3.1 In connection with the entering into and performance of this Agreement either party are not required to obtain any consent, authorisation or order of, or make any filing or registration with,

any Governmental Authority in order for it to execute, deliver or perform any of its obligations under or contemplated hereby or thereby or (b) any third party pursuant to any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, in each case in accordance with the terms hereof or thereof other than such as have been made or obtained, and
(ii) such consents, authorisations, orders, filings or registrations that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 4

Financial Statements.

4.1 Not applicable unless a financial consideration is required in which due diligence will take place.

Section 5

No Undisclosed Liabilities.

5.1 Both parties do not have any liabilities or obligations other than (a) liabilities or obligations reflected on, reserved against, or disclosed (excluding those discharged or paid in full prior to the date of this Agreement), (b) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (c) liabilities in the ordinary course of business consistent with past practices and any liabilities incurred pursuant to this Agreement.

Section 6

Intellectual Property.

6.1 Both Parties own or possess adequate rights or licenses to use all Intellectual Property necessary to the conduct of their businesses as now conducted, and such Intellectual Property represents all material intellectual property rights necessary to the conduct of their business as now conducted.

6.2 There are no infringements or other violations of any Intellectual Property by any third party, except for such infringements and violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The conduct of the business of Party One and its Subsidiaries as currently conducted does not infringe or otherwise violate any proprietary right or Intellectual Property of any third party, except for such infringements and other violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Section 7

Litigation.

7.1 There are no pending or, knowledge, threatened, Proceedings of any nature against both Parties which would, individually or in the aggregate, reasonably be expected to result in a material adverse effect both Parties and their ability to perform its obligations hereunder, or any Proceedings that seek to restrain or enjoin the consummation of the Agreement. There is no Judgment outstanding against both Parties, any of its equity interests, material properties or assets, except for any Judgment which would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on both Parties.

Section 8

Further Assurances.

8.1 Each of the Parties shall use its reasonable best efforts to fulfil or obtain the fulfilment of the conditions precedent to the consummation of the transactions contemplated by this Agreement on a timely basis, including the execution and delivery of any documents, certificates, instruments or other papers that are reasonably required for the consummation of such transactions, and will cooperate and consult with the other and use its reasonable best efforts to prepare and file all necessary documentation.

Section 9

Representations and Warranties; Covenants.

9.1 The representations and warranties of both Parties shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct to such extent) as of the date of this Agreement and as of the Closing Date as though made at that date (except for those representations and warranties that speak as of a specific date, which shall be so true and correct in all material respects as of such specified date);

Section 10

BTC Agreement.

10.1 Both Parties shall have performed, satisfied and complied in all material respects with the covenants and agreements contained in the Agreement.

Section 11

Termination.

11.1 This Agreement may be terminated, and the transactions contemplated by this Agreement abandoned at any time prior to the closing by unanimous agreement of both Parties should either party have made misrepresentations resultant in the signing of this agreement, should there be an irrevocable breakdown between both Parties; Should either Party be in material breach of clauses of this agreement and following discussion those breaches are irreconcilable differences.

Section 12

For the avoidance of doubt.

12.1 The parties hereto agree and acknowledge that both Party One and Party Two will be liable to Party Three for any Indemnified Liabilities resulting from any breach of a representation, warranty, covenant or undertaking by The Company under this Agreement

Section 13

Governing Law.

13.1 This Agreement shall be governed by, and construed in accordance with, the laws of England & Wales.

Section 14

Severability.

14.1 If any provision of this Agreement is found to be invalid or unenforceable, then such provision shall be construed, to the extent feasible, so as to render the provision enforceable and to provide for the consummation of the transactions contemplated hereby on substantially the same terms as originally set forth herein, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights or benefits intended by the parties. In such event, the parties shall use commercially reasonable efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement, which most nearly effects the parties’ intent in entering into this Agreement.

Section 15

Entire Agreement.

15.1 This Agreement, together with all the schedules and exhibits hereto and thereto and the certificates and other written instruments delivered in connection therewith from time to time on and following the date hereof, constitute and contain the entire agreement and understanding between all Parties with respect to the subject matter hereof and thereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between both Parties respecting the subject matter hereof and thereof.

Section 16

The Agreement

16.1 On the signing of this agreement both parties agree to and are contractually obligated to the terms and conditions as laid down below.

16.2 This is an exchange of xxxxxBTC from Party One to Party Two and facilitated by Party Three, for a cash consideration in €, at market price -XX% per BTC.

16.3 Party One agrees to pay in bitcoins a XX% of the total sale of bitcoins at Party Three, the consultants and facilitators of the operation according to the breakdown of commissions of the ANNEX C “Breakdown of fees and commissions” of this contract, at the same time and manner as the Party Two, for each and every transaction of this contract up to the completion of the contract plus rollovers and extensions and in accordance with the e-wallets details to be specified in this contract.

16.4 As such under clause 16.2 Party Two will pay to Party One the sum of € Market Price -XX% for receipt of XXXXXBTC

Signed the agreement of the Seller, the price of bitcoin will be the one that marks the website http://www.blockchains.info at the time of the arrival of the transfer to the seller’s account.

1) Buyer and seller sign agreement

2) The seller sends a btc test of a wyyallet equal to or greater than 5.000,00 btc.

3) Immediately the buyer sends a mt103 transfer to the seller’s bank account with the necessary funds to buy the bitcoins.

4) When the seller receives the funds in his account, he immediately sends the bitcoins to the address of the buyer’s wallet (annex b), and to the wallet address of consultants and facilitators (annex c).

________________________________________________________________

AGREED, ACCEPTED & SIGNED ON THE __ day of ________ 202_.

FOR AND ON BEHALF of xxxxxxxxxxxxx (Seller, Party A):

NAME: xxxxxxxxxxxxxx

TITLE: CEO

PASSPORT NO: xxxxxxxxxx

ISSUE/EXPIRY DATE: __-___-____/ __-___-____

———————————————————————————————————

AGREED, ACCEPTED & SIGNED ON THE __ day of ________ 202_.

FOR AND ON BEHALF of xxxxxxxxxxxx (Buyer, Party B):

NAME:

TITLE: CEO

PASSPORT NO: XXXXXX

ISSUE/EXPIRY DATE: xxxxxxx & xxxxxxxxx

ANNEX A

BANK ACCOUNT OF THE BUYER

BANK NAME:

BANK ADDRESS:

BANK ACCOUNT:

BIC CODE (SWIFT):

ACCOUNT NAME:

ADDRESS:

PAYMENT: PROJECT FUNDING.

BANK ACCOUNT OF THE SELLER

BANK NAME:

BANK ADDRESS:

BANK ACCOUNT:

BIC CODE (SWIFT):

ACCOUNT NAME:

ADDRESS:

ANNEX B- BITCOIN ADDRES OF BUYER:

ANNEX C- Breakdown of Fees and Commissions.

GROUP 1.- Representative mediation.

PERCENTAGE:

NAME:

Nº Passport:

Wallet BTC:

_________________________________

GROUP 2.- Representative mediation.

PERCENTAGE:

NAME:

Nº Passport:

Wallet BTC:

________________________________

GROUP 3.- Representative mediation.

PERCENTAGE:

NAME:

Nº Passport:

Wallet BTC:

_________________________________

END OF CONTRACT