This Escrow AGREEMENT (“AGREEMENT” or “ESCROW AGREEMENT”) is effective as of the Effective Date (as defined herein), by and among, Ms. Jennifer Victoria Vardon, identified by Canadian Passport n.: AG083512, based in Dubai UAE (“JV” or “RESELLER”) and the undersigned (the “BUYER”), and The Altieri Firm, a Dubai Legal Consultancy Firm and Global Strategic Intelligence Company (the “ESCROW AGENT” or “GSI”).
WHEREAS, RESELLER has a contracted right to purchase and resell BitCoins (“BTC”) held by an undisclosed third party via a private crypto purchase agreement (the “PRIVATE CRYPTO PURCHASE AGREEMENT”); and
WHEREAS, the ESCROW AGENT is a certified legal consultancy registered in and licensed in Dubai, UAE, Commercial License Number 1170561 & Government of Dubai Legal Affairs Department License Number CF-2023-00168, and has acted as legal consultant to RESELLER & its worldwide client base of end purchasers, in coordination with Ms. Jennifer Victoria Vardon, identified by Canadian Passport n.: AG083512, in connection with the transactions contemplated herein and Buy Side and Sell Side transactions for the purchase and resale of cash, cash equivalents, CryptoAssets, various currencies, and coins, including but not limited to: BitCoin (“BTC”), Tether Token (“USDT”), ERC20 (“ERC20”), among others, and will act as an escrow agent and paymaster with respect to the escrow arrangement set forth herein; and
WHEREAS, the parties wish to use the ESCROW AGENT to provide Buy Side and Sell Side Facilitation and Escrow Services for purchase and sale of various currencies (“ESCROWED FUNDS”) and coins (“ESCROWED COINS”) (the “TRANSACTION(s)”) with BUYER(s)”) (the “PURCHASE AGREEMENT”); and
WHEREAS, pursuant to the PURCHASE AGREEMENT and associated sales invoice (the “SALES INVOICE”), BUYER will arrange for deposit of the ESCROWED FUNDS and RESELLER will arrange for deposit of the ESCROWED COINS with the ESCROW AGENT, and ESCROW AGENT shall hold pursuant to the terms and conditions herein; and
WHEREAS, the parties represent and warrant to the ESCROW AGENT that they have not stated to any individual or entity that the ESCROW AGENT’s duties will include anything other than those duties stated in this AGREEMENT; and
NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties hereto agree as follows:
PROPOSED TRANSACTION GENERALLY, APPOINTMENT OF
ESCROW AGENT, TERM OF ESCROW AGREEMENT,
AND ADDITIONAL UNDERTAKINGS
1.01. Proposed Transaction-Generally. Subject to the PURCHASE AGREEMENT and SALES INVOICE, BUYER will arrange for the delivery the ESCROWED FUNDS and the RESELLER shall arrange for the delivery of the ESCROWED COINS to the ESCROW AGENT.
1.02. Appointment of ESCROW AGENT. RESELLER and BUYER, hereby appoint GSI to serve as ESCROW AGENT under this AGREEMENT on the terms and conditions set forth herein. The ESCROW AGENT hereby accepts such appointment and agrees to perform its duties and obligations set forth herein. It understood that the ESCROW AGENT has acted as legal consultant to RESELLER with respect to the Private Crypto Purchase AGREEMENT, and in connection with the transactions contemplated herein and Buy Side and Sell Side transactions for the purchase and resale of cash, cash equivalents, CryptoAssets, various currencies and coins, including but not limited to: BTC, USDT, ERC20, among others, and hereby waive any claims against the ESCROW AGENT with respect to such representation and/or conflicts of interest. In the event of a conflict between the terms and conditions herein and the terms and conditions of the Private Crypto Purchase AGREEMENT, the terms and conditions herein will prevail at the point of conflict.
1.03. Term of Escrow AGREEMENT. This AGREEMENT shall be effective from the date hereof and shall remain in force and effect until terminated herein.
1.04. Appointment of Designee. RESELLER hereby nominates and appoints John Levitan to send all notices and receive all information and notices from the ESCROW AGENT on behalf of RESELLER. The ESCROW AGENT will be entitled to rely upon the foregoing.
1.05. Additional Undertakings. Concurrent with the execution hereof and from time to time thereafter, the parties hereto shall execute such additional instruments and take such additional action as such other party(ies) may reasonably request in order to effectuate the purpose and intent of this AGREEMENT.
DELIVERY OF ESCROWED FUNDS & COMPLIANCE
2.01. Delivery of ESCROWED FUNDS. RESELLER and CLE will deliver to the ESCROW AGENT the following respective considerations:
(a). RESELLER Deliveries.
On or before each TRANSACTION CLOSING DATE, which is defined as any and all transactions covered as set forth in the PURCHASE AGREEMENT and SALES INVOICE, RESELLER shall deliver to the ESCROW AGENT an executed copy of this Escrow AGREEMENT and any other closing documents as shall be necessary to effectuate the closing.
On or before each TRANSACTION CLOSING DATE, BUYER(s) shall execute this AGREEMENT and deliver to ESCROW AGENT.
On or before each TRANSACTION CLOSING DATE, RESELLER shall execute this AGREEMENT and deliver, both this AGREEMENT, and an attestation that ESCROW AGENT has the right to receive and direct the ESCROWED COINS.
On or before each TRANSACTION CLOSING DATE, RESELLER shall deliver to the ESCROW AGENT the ESCROWED COINS as set forth on the PURCHASE AGREEMENT and SALES INVOICE.
(c). BUYER(S) Deliveries.
On or before each Transaction Closing Date, BUYER shall deliver to the ESCROW AGENT the ESCROWED FUNDS, either in currency or USDT.
2.02. Notice to Other Party. Upon receipt of the ESCROWED FUNDS and ESCROWED COINS, the ESCROW AGENT will notify the non-sending party of the receipt of such instruments, and provide pdf copies of such instruments via email to the non-sending party.
2.03 Conformity with International Regulations. The RESELLER and BUYER(s) each has done the internationally and FATF40 Risk Based Customer Due Diligence, KYC, Enhanced Due Diligence, PEP Checks, Beneficial and Ultimate Beneficial Ownership Requests, Sanctions Searches, Name Screening, and Negative News Searches on the counterparties. The RESELLER and BUYER(s) each declare to one another that the ESCROWED FUNDS and ESCROWED COINS offered herein for sale and the origin of the ESCROWED FUNDS and ESCROWED COINS are from good, clear and clean sources, and do not contravene any of the following LAWS & in the RESELLER’s and BUYER(s)’s respective country:
A. The Drug Trafficking Act of 1986;
B. The Criminal Act of 1988;
C. The Prevention of Terrorism (Temporary Provisions) Act of 1989;
D. The Criminal Justice (International Cooperation) Act of 1990;
E. The Criminal Justice Act of 1993;
F. Trade Secret of 1979: Economic Espionage Act of 1993 (18 U.S.C. 1839 -3);
G. The Anti-Terrorism Act and the Patriot Act I and II (2003 and latest revision);
H. Federal Decree-law No. (20) of 2018 on Anti-Money Laundering and Combating the Financing of Illegal Organizations”) and Cabinet Decision No. (10) of 2019 Concerning the implementing regulation of decree law no. (20) of 2018;
I. Financial Action Task Force (FATF) Recommendations, which include but are not limited to: Money Laundering and Terrorist Financing Offenses, Freezing and Confiscation, Customer Due Diligence (CDD), Record-Keeping, Suspicious Transaction Reporting (STR), Financial Sector Supervision, and International Cooperation.
2.04 Anticorruption/Taxes. The RESELLER and BUYER(s) each agree and undertake to the other that in connection with this contract, they will each respectively comply with all applicable laws, rules regulations, decrees and/or official government orders applicable to the parties relating to anti-bribery, anti-money laundering and taxation. The parties confirm in particular that they each take full responsibility for complying with local laws and regulations in their respective countries of registration, including those relating to tax; should either party suffer costs or losses or face penalties due to the other party’s non-compliance with such laws and regulations, the non-compliant party shall indemnify the other in full. These certifications and undertakings are essential to this contract. ESCROW AGENT may terminate this contract forthwith upon written notice to the other at any time, if the other is in breach of any of this provision.
RELEASE OF ESCROWED FUNDS
3.01. Release of ESCROWED FUNDS & ESCROWED COINS – Joint Written Instructions or Delivery. If the ESCROW AGENT receives, at any time, joint written instructions from both RESELLER and BUYER(S) regarding the release of the ESCROWED FUNDS and ESCROWED COINS, the ESCROW AGENT will promptly release the ESCROWED FUNDS and ESCROWED COINS as requested in the joint written instructions and this AGREEMENT will automatically terminate. Moreover, if Delivery of the ESCROWED COINS, as defined below, takes place, the ESCROW AGENT shall, once the ESCROWED FUNDS are deposited for that Transaction, promptly release the ESCROWED FUNDS and this AGREEMENT will automatically terminate.
3.02. Delivery of ESCROWED COINS. Upon receipt of the ESCROWED FUNDS, RESELLER shall deliver the ESCROWED COINS. “Delivery” for the ESCROWED COINS (for each Transaction) shall take place in the Landing Wallet of the ESCROW AGENT, confirmed receipt. All confirmations shall be done ONLY via official email to ESCROW AGENT in its office by personnel and not by telephone to avoid any mistake.
3.03. Release of ESCROWED FUNDS & ESCROWED COINS – Failure to Close. The Events described in Section 3.01 does not occur, RESELLER and BUYER(s) agree to submit the matter to binding arbitration as provided in Section 7. The ESCROW AGENT shall maintain the ESCROWED FUNDS & ESCROWED COINS until it receives (i) joint written instructions from both RESELLER and BUYER(s) regarding the release of the ESCROWED FUNDS and ESCROWED COINS or (ii) written instructions form the arbitrator(s) regarding the release of the ESCROWED FUNDS and ESCROWED COINS.
3.04. Refrain by ESCROW AGENT. Notwithstanding anything contained herein to the contrary, if there is confusion or doubt as to what action the ESCROW AGENT should take, the ESCROW AGENT shall refrain from taking any action required to be taken under any the AGREEMENT until such written approval or instructions are received by the ESCROW AGENT from such party or parties deemed necessary by the ESCROW AGENT. In so refraining, the ESCROW AGENT shall be fully protected from any liability arising out of its inaction.
3.05. Irrevocable Transfer Power – ESCROWED FUNDS. All cash or cash equivalents delivered by the BUYER as part of the ESCROWED FUNDS shall be registered in the name of the BUYER and shall be accompanied by irrevocable transfer powers executed in blank, sufficient to allow the ESCROW AGENT to transfer or deliver such cash or cash equivalents (ESCROWED FUNDS) in accordance with this ESCROW AGREEMENT. The ESCROW AGENT may cause said cash or cash equivalents to be registered in the name of the ESCROW AGENT or its nominee.
3.06. Irrevocable Transfer Power – ESCROWED COINS. All ESCROWED COINS delivered by the RESLLER, as part of the ESCROWED COINS, shall be registered in the name of the RESELLER, and shall be accompanied by irrevocable transfer powers executed in blank, sufficient to allow the ESCROW AGENT to transfer or deliver such ESCROWED COINS in accordance with this ESCROW AGREEMENT. The ESCROW AGENT may cause said ESCROWED COINS to be registered in the name of the ESCROW AGENT or its nominee.
3.07 Interest. The ESCROW AGENT shall collect interest payments of 0.5% from the ESCROWED FUNDS and ESCROWED COINS s and the same shall not constitute part of the Escrow Deposit.
DUTIES AND LIABILITIES OF ESCROW AGENT
The ESCROW AGENT shall have no duty or obligation hereunder other than to take such specific actions as are required of it from time to time by the provisions of this AGREEMENT and it shall incur no liability hereunder or in connection herewith for anything whatsoever other than any liability resulting from its own gross negligence or willful misconduct or unlawful acts or omissions. The only duties and responsibilities of the ESCROW AGENT shall be the duties and obligations specifically set forth in this AGREEMENT (i.e. the escrow services of collection & distribution of ESCROWED FUNDS, ESCROWED COINS, and associated paymaster services for fees and costs associated thereto). In the performance of its duties hereunder, the ESCROW AGENT shall be entitled to rely upon any document, instrument or signature reasonably believed by it to be genuine and purportedly signed by either or both of the other parties or their respective successors or assigns. The ESCROW AGENT may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so. The ESCROW AGENT shall not be bound (and the ESCROW AGENT’s rights and obligations under this AGREEMENT shall in no manner be affected) by any modification, cancellation or rescission of this AGREEMENT unless in writing and signed by it, BUYER(s), and RESELLER, and each hereby irrevocably releases the ESCROW AGENT from any act now or hereafter done or omitted to be done by the ESCROW AGENT in good faith in the performance of its duties hereunder except any act of gross negligence or willful misconduct.
ESCROW AGENT may, for jurisdictional convenience of the party, perform its function hereunder with its affiliated firm, Carlos Lorenzo Escribano A.G., Registered office address at Plz De La Catedral, 4, 2b, Albacete, Spain, CP 02001 (“CLE”), for the sale of BTC, upon which CLE shall issue an attestation to ESCROW AGENT that CLE shall accept and agree to the terms of this AGREEMENT and irrevocably grant GSI the right to receive and direct BTC (or other coins transacted thereto) at its sole discretion pursuant to the purchase and sale to BUYER, in exchange for the cash, cash equivalents, CryptoAssets, various currencies, and coins, including but not limited to: BTC, USDT, ERC20, ERC20, among other currencies
INDEMNIFICATION OF ESCROW AGENT, AND COSTS OF ESCROW AGENT
5.01. Each of RESELLER and BUYER(s), jointly and severally, hereby indemnify, reimburse, hold harmless and defend the ESCROW AGENT from and against any and all losses, claims, liabilities, and reasonable expenses, including the reasonable fees of its counsel which it may suffer or incur in connection with the performance of its duties and obligations under this AGREEMENT, except for those losses, claims, liabilities and expenses resulting solely and directly from its own gross negligence, willful misconduct, or unlawful act or omission. The ESCROW AGENT may seek the advice of counsel at any time and RESELLER and BUYER(s), jointly and severally, agree to pay for and/or reimburse the ESCROW AGENT for such reasonable attorney fees.
5.02. The ESCROW AGENT will provide RESELLER and BUYER(s) with a statement detailing any costs and expenses incurred or to be incurred in connection with its performance of the AGREEMENT and such amount will be due and payable to the ESCROW AGENT immediately upon, but not later than seven (7) days from, receipt of such statement. Interest will accrue at the rate of 10% per annum from the due date for any amount advanced by the ESCROW AGENT.
5.03. The ESCROW AGENT is not required to advance or pay for any out of pocket costs or expenses in connection with its performance of this AGREEMENT, and may refrain from taking any action until such costs or expenses are paid for by RESELLER and/or BUYER(S).
RESIGNATION OR REMOVAL OF ESCROW AGENT
The ESCROW AGENT may resign at any time by giving RESELLER and BUYER(S) three (3) days prior written notice of such intention. RESELLER and BUYER(S) may remove the ESCROW AGENT, as such, by giving the ESCROW AGENT three (3) days prior written notice of such removal. Upon the effective date of its resignation or removal, the ESCROW AGENT will deliver the ESCROWED FUNDS and ESCROWED COINS held hereunder only to such successor escrow agent directed by the written instructions of the other parties. After the effective date of its resignation or removal, the ESCROW AGENT shall have no duty with respect to the ESCROWED FUNDS and ESCROWED COINS except to hold such property in safekeeping and to deliver same to its successor or as directed in writing by the other parties.
As provided in Section 3.03, if at any time, there is a failure to close, RESELLER and BUYER(S) agree to submit the matter to arbitration as provided herein. Any arbitration regarding this matter will be binding on the parties and conducted in Dubai, United Arab Emirates or another location mutually agreeable to the parties and the ESCROW AGENT. The arbitration shall be conducted on a confidential basis pursuant to the DIAC Arbitration Rules 2022, Dubai International Arbitration Centre (DIAC). Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by an arbitrator experienced in matters of this nature and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.
INTENDED BENEFICIARIES; SUCCESSORS
No persons or entities other than the parties herein are intended beneficiaries of this AGREEMENT, and only the parties herein (including the ESCROW AGENT) shall be entitled to enforce the terms of this AGREEMENT. The provisions of this AGREEMENT shall be binding upon and inure to the benefit of the undersigned parties hereto and their respective successors.
This AGREEMENT shall be construed in accordance with and governed by the laws of Dubai, United Arab Emirates.
JURISDICTION AND VENUE
Except as provided in Section 7, each of the parties hereto irrevocably consents to the exclusive jurisdiction of the courts of Dubai, United Arab Emirates for any and all actions arising out of or relating to the respective rights or obligations of the parties hereto under this AGREEMENT. EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID OR BY DELIVERY BY AN INTERNATIONAL CARRIER, TO THE ADDRESS REFLECTED HEREIN (SECTION 11 HEREIN) ON THE FIRST PAGE OF THIS AGREEMENT.
Except as otherwise provided herein, any notice, request, demand or other communication permitted or required to be given under this AGREEMENT shall be in writing, shall be sent by one of the following means to the addressee at the address set forth below (or at such other address as shall be designated hereunder by notice to the other addressees and persons receiving copies, effective upon actual receipt) and shall be deemed conclusively to be given: on the second business day following the day timely deposited with FedEx (or other equivalent international overnight courier); by facsimile at the respective facsimile numbers indicated below (with transmission confirmation) or by email at the respective email addresses set forth below.
To RESELLER at;
a: Dubai UAE
To BUYER(S) at;
(contact details listed in COMPANY INFORMATION)
To the ESCROW AGENT at;
a: Dubai UAE
p. +971 56 288 0200
If any of the above parties change its address for notices required by the ESCROW AGREEMENT, that entity shall immediately notify the other parties of that change. Written notice required by this ESCROW AGREEMENT shall be deemed sufficient and adequate if sent to the last known address of RESELLER and BUYER(S) or ESCROW AGENT.
If any provision of this ESCROW AGREEMENT shall under any circumstances be deemed invalid or inoperative, this AGREEMENT shall be construed with the invalid or inoperative provisions deleted and the rights and obligations of the parties shall be construed and enforced accordingly.
This AGREEMENT may be amended only by written instrument executed by the parties hereto.
This AGREEMENT may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument. Delivery by facsimile of a signed counterpart shall be deemed delivery for purposes of acknowledging acceptance hereof.
The captions herein are included for convenience of reference only and shall be ignored in the construction and interpretation hereof.
CONDITIONS TO EFFECTIVENESS AND DEFINITIONS
This Escrow AGREEMENT shall become effective when signed by BUYER(s), RESELLER and ESCROW AGENT. Effective Date shall mean the date when all of the foregoing parties have executed this AGREEMENT.
RESOLUTION OF DISPUTES
In the event of any disagreement resulting in adverse claims or demands being made in connection with the subject matter of this AGREEMENT, the ESCROW AGENT may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues, and in any such event, the ESCROW AGENT shall not be or become liable in any way or to any person or entity for its failure or refusal to act, and the ESCROW AGENT shall be entitled to continue to so refrain from acting until (i) the rights of all parties have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by AGREEMENT among all of the interested persons, and the ESCROW AGENT shall have been notified thereof in writing signed by all such persons. The undersigned parties agree that service of process by certified or registered mail, return receipt requested, to the respective addresses set forth in Section 11 shall constitute adequate service. RESELLER and BUYER(S) agree that upon final adjudication on such petition or interpleader action, the ESCROW AGENT, its servants, agents, directors, employees or officers, except as otherwise stated herein, will be relieved of further liability.
IN WITNESS WHEREOF, this AGREEMENT has been signed in multiple originals for the benefit of each party to have an executed and signed original. In the absence of an original document to the contrary a facsimile, electronic copy or copy of this AGREEMENT shall serve as prima facia evidence of this AGREEMENT.