ESCROW AGREEMENT

THIS ESCROW AGREEMENT (the “Escrow Agreement”) is effective as of this date xxxx, 2023, (the “Effective Date”) by
and between xxxxxxxxxx (“Seller”) and XXXX (“Buyer”),and xxxxxxx (the “Escrow Attorney”)), (individually, a “Party” and
collectively referred to as the “Parties)”.

WITNESSEH

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants, conditions and agreements
between the Parties and this Escrow Agreement, the Parties agree as follows:

REFERENCE TO AGREEMENTS: The Seller and Buyer have entered into a Sales and Purchase Agreement
(“SPA”) with reference code COINS-BTC-300k-RE-EAXX-XXBUY-XXSELL-2023.05.04
to sell and purchase up to 50,000 Bitcoin (“BTC ”) , (hereinafter referred to as “COINS”) plus rolls & extensions (“R&E”),
and related documents pursuant to which the Buyer has indicated its intent to purchase, and the Seller has agreed its intent to
sell, the said COINS , as per the Sales and Purchase Agreement referred to above and shall be fully incorporated herein by
this reference.

1. APPOINTMENT: The Seller and Buyer appoint the Escrow Attorney as their agent for the purposes set
forth in the SPA referred to above. The Escrow Attorney hereby accepts this appointment under the terms and conditions set
forth in this Escrow Agreement.

2. ESCROW PURPOSE: The purpose of the escrow function is defined in detail in the SPA including, but not
limited to, that the Buyer and the Seller will execute the sale and purchase of the COINS in tranches by using the Escrow
Attorney(altogether hereinafter referred to as the “Transaction”). For each tranche, the Escrow Attorney will hold a deposit from
the Buyer which shall be calculated as per the definitions of the SPA (“Escrow Deposit” referred to “Tranche Deposit “in the
SPA), perform the verification of the Seller’s wallets and the related COINS as well as the proof of funds, calculate all related
FIAT amounts, calculate all COINS amounts and distribute the various FIAT amounts as well as the COINS amounts to the
Seller and the Buyer as well as to the agents of the Buyer and the Seller, respectively in accordance with the SPA. The Escrow
Attorney will hold all FIAT funds in an non-interest-bearing account with Euro IB Limited, a bank in London, UK licensed by
the FSA to the applicable limits and all COINS in relevant Escrow Wallets.

The Escrow Attorney will distribute all FIAT funds as well as the COINS according to the procedures and definitions as specified
in the SPA.

3. DISTRIBUTION OF THE ESCROW DEPOSIT AND THE COINS DEPOSITS:

a. Unless otherwise outlined in this Escrow Agreement, Escrow Attorney shall only distribute the
Escrow Deposit (or portions thereof) which the Escrow Attorney shall receive from the Buyer and the COINS in the Escrow
Wallet (“Escrow COINS Deposits”) which the Escrow Attorney shall receive from the Seller based on the calculations as
specified in the SPA, from the Escrow Account and the Escrow COINS Deposit (s) in accordance with the terms of the Sales and
Purchase Agreement. For the avoidance of doubt, the said distributions shall include all FIAT commission and FIAT fee
payments as well the COINS commissions and COIN amounts respectively as specified in separate pay orders (the “PO”) to be
filed with the Escrow Agent. For the avoidance of doubt, any commission payments shall only be distributed by the Escrow
Attorney upon confirmation by the Seller that the Seller had received the COINS Tranche Seller Net Amount.The Escrow
Attorney shall accumulate the said FIAT commissions in designated IOLTA accounts as well as the COINS commissions in
relevant Escrow Wallets until such confirmations.

b. Unless otherwise outlined in this Escrow Agreement, the Escrow Attorney shall only distribute the
Escrow COIN Deposits (or portions thereof) which the Escrow Attorney shall receive from the Seller based on the calculations as
specified in the SPA, from the Escrow Wallet in accordance with the terms of the SPA which shall also include all related
COINS commissions and COIN fee payments as defined in the POs whereby any COIN fee payments shall be distributed by the
Escrow Attorney only after the Escrow Attorney had received the confirmation from the Buyer that the Buyer had received the
COIN Tranche Amount which the Buyer shall not unduly withheld and which the Escrow Attorney shall monitor using
blockchain.com. The Escrow Attorney may accumulate the said COIN fee payments in designated Escrow Wallets until the
Escrow Attorney has received such confirmations.

c. Upon Failure of the Transaction: In the event the Seller and Buyer voluntarily terminate the SPA,
any remaining Escrow Deposit (s) and Escrow COINS Deposit (s)(altogether called the “Escrow Assets”) shall be distributed in
accordance with the SPA or returned to the Buyer and the Seller, respectively within no later than One (1) banking day after
Buyer and Seller have notified the Escrow Attorney that the SPA was terminated, unless Buyer and Seller instruct the Escrow
Attorney differently.

d. In the event the Seller fails to provide the COINS to the Escrow Wallet within no later than 8 hours
after the Escrow Attorney had informed the Seller that the Escrow Attorney had received the Escrow Deposit the Escrow
Attorney will declare a default by the Seller and shall terminate the Transaction unless the Seller shall cure the failure. The
Escrow Attorney shall return the Escrow Deposit to the Buyer.

e. In the event the Escrow Attorney is for any reason not able to release the COINS Tranche Seller
Net Amount to the Seller’s designated account the Escrow Attorney shall return the COINS Tranche Amount back to the Seller’s
Wallet and release the COINS Buyer Gross Payment Amount to the Buyer’s bank account.

f. In the event the Escrow Attorney had released the COINS Tranche Seller Net Amount to the
Seller’s bank account but the Seller claims that the said payment had not been received, the Seller shall cause their bank officer to
proof to the bank officer of the Escrow Attorney that the said payment was not received and the relevant amount shall be returned
to the Escrow Account, after which paragraph 4.e above shall apply.

4. ESCROW ATTORNEY DUTIES: The Escrow Attorney undertakes to perform only those duties which are
expressly set forth in the SPA. No Escrow Attorney duties shall be implied. The Escrow Attorney shall have no liability to Seller
or Buyer and no duty to inquire as to the provisions of the Sales and Purchase Agreement. The Escrow Attorney may rely upon
and shall not be liable for acting upon any written instructions executed by both Parties in the SPA. The Escrow Attorney shall be
under no duty to inquire into or investigate the validity, accuracy or content of any written instructions executed by both Parties.
The Escrow Attorney shall have no duty to further solicit any payments which may be due the Escrow Agent, as payments due
the Escrow Attorney are self-executing. The Escrow Attorney may execute any of its powers and perform any of its duties
hereunder directly or through agents or attorneys and may consult with legal counsel, accountants and other skilled persons to be
selected and retained by the Escrow Agent, at its expense.

5. ESCROW ATTORNEY DUTIES WHERE THERE IS UNCERTAINTY: In the event that the Escrow
Attorney is uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any Party hereto
which, in the sole opinion of the Escrow Agent, conflict with any of the provisions of this Escrow Agreement and the SPA, the
Escrow Attorney shall be entitled to refrain from taking any action and its sole obligation shall be to keep safe the Escrow
Deposit and the Escrow Wallet. The Escrow Deposit and the Escrow Wallets (alt shall be held in escrow until the Escrow
Attorney is directed otherwise in writing by either: (a) the Seller, (b) the Buyer and jointly, or (c) by a final order or judgment
issued by of a court of competent jurisdiction in the State of Florida.

6. ESCROW ATTORNEYLIABILITY: The Escrow Attorney shall not be liable for any action taken or
omitted by the Escrow Attorney in good faith. In no event shall the Escrow Attorney be liable for any incidental, indirect, special
or consequential damages of any nature whatsoever (including but not limited to anticipated and/or lost profits), even if the
Escrow Attorney has been advised of the likelihood of such loss or damage and regardless of the form of action.

7. SUCCESSION: The Escrow Attorney may:

a. Resignation: Resign and be discharged from its duties or obligations hereunder by giving ten (10)
days advance written notice of its Notice of Resignation to the Parties hereto specifying a date when such resignation shall take
effect; or,

b. Removal: Be removed, with or without cause, by the Seller and Buyer acting jointly at any time by
providing written notice to the Escrow Agent.

c. Appointment of Successor Escrow Agent: Seller and Buyer shall appoint a successor Escrow
Attorney(the “Successor Escrow Agent”) following receipt of the Escrow Agent’s Notice of Resignation or the removal of the
Escrow Agent. If the Seller and Buyer fail to timely make such an appointment, the Escrow Attorney shall return the Escrow
Asset (s) to the Seller and Buyer, respectively.

d. Duties of Escrow Attorney After Resignation or Removal: Escrow Attorney’s sole responsibility
after submitting the Notice of Resignation or its removal by the Seller and/or the Buyer and shall be to hold the Escrow Deposit

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and to deliver the same to a designated Successor Escrow Attorney, if any, or in accordance with section 8.c, return the Escrow
Asset(s) to the Seller and Buyer.

8. COMPENSATION AND REIMBURSEMENT: Seller and Buyer agree that: (a) Escrow Attorney is
entitled to payment of all reasonable compensation for the services to be rendered hereunder, as set forth in Section 18 of this
Escrow Agreement, and (b) Escrow Attorney is entitled to the payment and reimbursement of all expenses, disbursements and
advances, including, without limitation, reasonable attorney’s fees and expenses incurred in connection with the performance,
modification and/or termination of this Escrow Agreement. All expenses as mentioned above in article 9(a) and 9(b) and all other
expenses related to the execution of this Escrow Agreement, the SPA and the related pay orders be covered entirely by a fee of
0.20 % (“COINS Tranche Transaction Expense Percentage”) of each COIN Tranche Market Value which is defined as the
Tranche Transaction Expenses = CONS Tranche Amount Value x COINS Tranche Transaction Expense Percentage/100 as per
the SPA which shall include all bank charges related to all Escrow Account related transactions:

(i)Buyer and Seller agree that the Buyer and the Seller shall cover the Tranche Transaction Expenses by equal share. Thereby, the
Seller Tranche Expense Share =Tranche Transaction Expenses x(50/100) and the Buyer Tranche Expense Share =Tranche
Transaction Expenses x (50/100) ,whereby the Seller Tranche Expense Share shall be DEDUCTED from the COINS Tranche
Seller Value while the Buyer Tranche Expense Share shall be ADDED to he COINS Tranche Buyer Value in accordance with the
SPA.

(ii) Therefore, for the avoidance of doubt, the amounts to be deposited (“Escrow Deposit”) by the Buyer for each tranche shall be
calculated according to the SPA as
COINS Tranche Buyer Gross Payment Amount = COIN Tranche Buyer Value + Buyer Tranche Expense Share

(iii) Therefore,for the avoidance of doubt, Seller’s FIAT amount to be received equals
COINS Tranche Seller Net Amount = COINS Tranche Seller Value – Seller Tranche Expense Share

(iv) The Escrow Attorney shall distribute the COINS Tranche Seller Net Amount to the Seller’s designated account as specified
in the SPA respectively.

The Escrow Attorney shall be entitled to withhold and retain any compensation or reimbursement due to it under this Escrow
Agreement from the balance of the Escrow Deposit and the balance of the COINS in the Escrow Wallet equally prior to: (a)
releasing the balance of the Escrow Deposit and the COINS in the Escrow Wallet, respectively to either the Seller or Buyer or the
agents, or (b) holding the balance of the Escrow Deposit, as further described in this Escrow Agreement.

9. INDEMNITY. The Seller and Buyer shall jointly and severally indemnify, defend and hold harmless the
Escrow Attorney from all loss, liability or expense (including reasonable attorney’s fees and expenses) arising out of or in
connection with the Escrow Agent’s execution and performance of this Escrow Agreement. The Escrow Attorney shall not be
liable for any incidental, indirect, special or consequential damages of any nature whatsoever (including but not limited to
anticipated and/or lost profits), even if the Escrow Attorney has been advised of the likelihood of such loss or damage and
regardless of the form of action. The Parties hereto acknowledge that the foregoing indemnities shall survive the resignation or
removal of the Escrow Attorney or the termination of this Escrow Agreement.

10. LIMITATIONS: The Escrow Attorney undertakes to perform only such duties as are expressly set forth in
this Escrow Agreement. The Escrow Attorney shall have no obligations except as expressly set forth in the Escrow Agreement.
The Escrow Attorney may consult with legal counsel (of its choice) regarding any of its duties or obligations hereunder. The
Escrow Attorney shall have no liability with respect to actions taken pursuant to the advice of legal counsel or in accordance with
any written instructions received by the Parties in accordance with the terms of this Escrow Agreement. The Escrow Agent’s
duties shall be determined only by reference to the Escrow Agreement, as interpreted under the applicable laws of the State of
Florida. Escrow Attorney shall have no liability, provided that Escrow Attorney receives the funds pursuant to the terms of this
Agreement and disburses the funds from the Account pursuant to the terms and instructions under paragraph 4 of this Agreement.

11. DISPUTES: The following dispute resolution alternatives are available to the Parties:

a. Resolution by an Agreement of the Parties: The Parties hereto agree that should any dispute arise
with respect to the payment, ownership or right of possession of the Escrow Deposit, the Escrow Attorney is authorized and
directed to return the Escrow Deposit to the Investor.

b. Conflicting Demands. In the event of any disagreement among the Parties, or upon the

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 presentation of conflicting claims or demands to Law Firm in connection with or for any funds deposited into the Account,
Attorney, at its option, shall be entitled to refuse to comply with any such conflicting claims or demands, and, during the
pendency of such disagreement, may refrain from disbursing any and all funds affected thereby, and Law Firm shall not become
liable to any Party in this Agreement, or third parties due to Attorney’s failure to comply with any such conflicting claim or
demand. If Attorney refrains from disbursing funds in the event of a disagreement or via a claim by a third party, or the
presentation of conflicting claims or demands, then any of the Parties may file an interpleader action in a court having
jurisdiction, and interplead all Parties to this Agreement and/or third parties as defendants therein, and if such interpleader
action is filed then Attorney shall deposit all funds affected by the disagreement or conflicting claims or demands into the
registry of the court.
c. Resolution by an Order of a Court: In the event legal action is required to be brought hereunder, the
venue for such litigation shall reside in XXXXXX. Except as otherwise provided hereunder, the prevailing party in such
litigation shall NOT be entitled to its reasonable attorney’s fees and costs, except as specifically stated in this Escrow Agreement.

12. CONFLICTING CLAIMS ON FUNDS HELD BY ESCROW. Upon notice of conflicting claims or
demands, Paymaster shall comply with one of the following:

a. If all differences of the adverse claimants can be settled by agreement, Escrow Attorney shall be
notified by writing executed jointly or in counterpart by the Parties and/or third parties. Thereafter, Escrow Attorney shall be
released from all liability for acting or failing to act in compliance with said adverse claims or demands by any such person
identified in such writing(s).

b. If such a settlement agreement cannot be completed within the thirty (30) days following the first
communication to Escrow Attorney, then Escrow Attorney shall interplead all funds received, less the Escrow Attorney fee, into
a court of competent jurisdiction. Upon interpleading such funds into a court of competent jurisdiction, Escrow Attorney shall
be released from all civil liability for such funds.

These instructions, and any subsequent written instructions or modifications given mutually by the Parties to Escrow Attorney
in connection herewith and accepted by Escrow Attorney, shall constitute the complete escrow instructions, notwithstanding
any other agreement which the third parties may have concerning the subject matter hereof. Law Firm shall have no duty to
construe or determine the performance or nonperformance of any term or condition of any contract or agreement between the
Parties (or between the Beneficiaries and any third parties), and the duties and responsibilities of Law Firm are limited to those
specifically stated herein.

By execution of this Escrow Agreement, the Parties hereby expressly consent to personal jurisdiction in xxxxxx, for
interpleader claims and any actions arising out of this Escrow Agreement shall be brought in xxxx. The Parties each expressly
waive personal jurisdiction and venue in any other Court. The Parties agree that all other claims and actions arising out of the
Escrow Agreement or their relationship shall be Governed by Arbitration.

13. GOVERNING LAW & VENUE. This Agreement shall be governed by and construed in accordance with
the laws of the State of xxxxx, without regard to conflict of law principles. To dispute any claims between the Parties, whether
arising out of this Agreement or their relationship, involving a federal question under U.S. laws or where jurisdiction is based
on diversity of citizenship, each Party agrees to submit to the personal jurisdiction and venue of the U.S. District Court for the
xxx, as the exclusive venue to seek any remedy permitted under this Agreement, or for a resolution of disputes arising in
connection with the interpretation, construction or enforcement of this Agreement. Except as otherwise specified above, to
dispute claims arising under state laws, each Party agrees to submit to the personal jurisdiction and venue of the xxxxxxxx.
Each Party hereby waives the claim or defense that the foregoing courts constitute an inconvenient forum, and each party
stipulates that each party has had minimum contacts with the xxxx such that each party anticipates and intends to resolve any
litigation or disputes arising out of this Agreement by Arbitration inxxxxx as more fully described below.

14. ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, or any of the Parties to this Agreement, shall be settled by arbitration administered by the American Arbitration
Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof.

Claims shall be heard by three arbitrators, Each Party to this agreement shall pick a single arbitrator, and those two arbitrators
shall pick the third arbitrator. The place of arbitration shall be xxxxx. The arbitration shall be governed by the laws of the
xxxxx. Each party will, upon written request of the other party, promptly provide the other with copies of all relevant
documents. There shall be no other discovery allowed and no depositions allowed in this matter. Hearings will take place
pursuant to the standard procedures of the Commercial Arbitration Rules that contemplate in person hearings. The arbitrator
will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may

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 be required by statute. The arbitrator(s) shall not award consequential damages in any arbitration initiated under this section.
Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or
direction to any party other than the direction to pay a monetary amount. Each Party shall bear its own costs and expenses and
an equal share of the arbitrators' and administrative fees of arbitration. Except as may be required by law, neither a Party nor an
arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both
parties.

15. COMPLIANCE WITH COURT ORDERS: If any funds held by the Escrow Attorney hereunder are at any
time attached, garnished or levied upon pursuant to any court order, or if the payment, assignment, transfer, conveyance or
delivery of any such property shall be stayed or enjoined by an order of a court of competent jurisdiction, the Escrow Attorney is
hereby authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree if it is specifically
binding on the Escrow Agent. However, the Parties agree that, neither a written agreement of the Parties, nor an order from a
Court of competent jurisdiction may limit the payment due to the Escrow Attorney under Section 18 below. Further, if the
Escrow Attorney complies with any such order, writ, judgment or decree in accordance with the terms hereof, the Escrow
Attorney shall have no liability to either Seller or the Buyer or any other person, firm or corporation by reason of such
compliance, even if such order, writ, judgment or decree is subsequently reversed, modified, annulled, set aside or vacated.

16. ELECTRONIC SIGNATURES AND COUNTERPARTS. Emailed delivery of a party’s signed copy of
this Agreement shall be valid, legally binding and enforceable to the same extent as delivery of an original signed Agreement,
provided that any Party may demand delivery of an original signed Agreement from the other Parties to this Agreement.
However, the demand for any such original documents shall neither excuse nor delay performance by any Party. This Agreement
may be signed in counterparts, and all signed counterparts of the Parties shall be considered the Agreement.

17. NOTICES: All communications hereunder shall be in writing and shall be deemed to be duly given after it
has been received if it is sent or served:

By email;
By personal delivery;
Or by prepaid registered mail, return receipt requested

to the appropriate notice address set forth below or at such other address as any Party hereto may have furnished to the Parties in
writing by registered mail, return receipt requested:

If to Seller:

Mxxxxx

If to Buyer
xxxxx

If to Escrow Attorney:
xxxxxxxx

SECURITY PROCEDURES: Any instructions setting forth, claiming, containing, objecting to, or in any way related to the
transfer or distribution of any funds on deposit in the Escrow Deposit under the terms of this Agreement must be in writing,
executed by the appropriate Party or Parties as evidenced by the signatures of the Seller and/or Buyer. In the event a Release
Instruction or Investor Release Notice is delivered to the Escrow Agent, whether in writing, by email, or otherwise, the Escrow
Attorney will seek, and is authorized to seek, confirmation of such instruction by telephone call to the Seller and/or Buyer, and
the Escrow Attorney may rely upon the telephonic confirmations of the Seller and/or Buyer.
18. MISCELLANEOUS: The provisions of this Agreement may be waived, altered, amended or supplemented,
in whole or in part, only by a writing signed by the Escrow Agent, the Seller and Buyer. Neither this Escrow Agreement nor any
right or interest hereunder may be assigned in whole or in part by the Escrow Agent, the Seller or Buyer, except as provided in
the SUCCESSION Section.

19. NOTICE OF ESCROW TRUST ACCOUNT:

See Exhibit A

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1. ESCROW ATTORNEYFEES: Escrow Agent’s Fees are governed by the terms of this Escrow Agreement. Any fees due
Escrow Attorneyfrom the Seller and Buyer shall be paid from the Escrow Deposit. This withdrawal is hereby authorized by the
Parties by their signature upon this Escrow Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Escrow Agreement as
of the effective date set forth herein.

SELLER:

By:
Date:

BUYER:

By:
Date:

ESCROW ATTORNEY:

By:
Date: 

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 Exhibit A.
ESCROW ACCOUNT Example

BANK NAME:
BANK ADDRESS:
BANK TEL / FAX:
ACCOUNT NAME:
ACCOUNT
ACCOUNT NUMBER:
Standard Chart ABA:
SWIFT CODE:

WIRE ROUTING NO.: 2

SPECIAL WIRE INSTRUCTIONS: DO NOT WIRE FUNDS WITHOUT VERBAL CONFIRMATION AND EMAIL
CONFIRMING THAT ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR OF NON-
CRIMINAL ORIGIN AND ARE PAYABLE IN CASH IMMEDIATELY UPON RECEIPT.”