Date: October 26, 2024

Ref: MU37ADR5H6J7N

SELLER – BROKER AGREEMENT

BACKGROUND

This Seller - Broker Agreement (hereinafter the "Agreement") is made on Saturday, October 26,
2024 (the "Effective Date"),

By and between,

SIERRATURKS GLOBAL TRADING VE İNŞAAT SANAYİ TİCARET LİMİTED ŞİRKETİ, with Headquarters at
[19 Mayıs Mahallesi, Halaskargazi Caddesi. No: 226/24, Çiftkurt Plaza, Kat: 7, PK 34363, Şişli,
Istanbul, Türkiye], Registration Number [291569-5] represented by [Dr. Şeref TUFAN], in the
capacity of [Chairman/CEO] hereinafter the “Seller”

and

__________________________, with headquarters at [_______________________________,],

Registration Number [_______________] represented by [_____________________], in the
capacity of [_______________________] hereinafter the “Broker”

Hereinafter, collectively referred to as the “Parties”

All references to the Broker and Seller in this Agreement shall include, if relevant, the Parties'
parent companies, affiliates, and subsidiaries.

WHEREAS, Seller desires to sell certain goods;

WHEREAS, Broker has contacts within the following industry: International Trade, and desires to act
as an intermediary finder of Buyers for Seller's goods;

Whereas, the Seller authorizes the Broker to market, source and identify Buyers for the Seller’s
goods on behalf of the Seller. The Broker, in turn, agrees to indemnify himself/herself as an
authorized Broker of the Seller for such sale.

NOW, THEREFORE, in consideration of the premise and the mutual promises and covenants
contained herein, the Parties agree as follows:
1. LEGAL COMPLIANCE

1.1 As required by the following industry: Trade Industry, Broker shall comply with all
applicable laws and has obtained the appropriate and necessary licenses to provider
broker services.

2. SERVICES PROVIDED

2.1 Broker shall use commercially reasonable efforts and adequate business time and
attention to identify interested Buyers of Seller wishes to make sales to and
introduce the interested buyers of such goods to Seller.
2.2 Broker shall use commercially reasonable efforts and adequate business time and
attention to find interested buyers of the following goods:
2.3 Gold Dore Bar
2.3 All interested buyers of goods shall be identified in writing by Broker to Seller
("Identified Business") before they shall be deemed covered by this Agreement.
2.4 This Agreement shall not apply to and Broker shall not be entitled to a collect a Fee
(defined below) for:
(a) interested buyers of goods to which Seller has previously been introduced to
by another party at any time during the Term or the 12- month period prior
to the Effective Date, or
(b) uncompleted deals with interested buyers represented by the Broker, either
directly or indirectly.

3. TERM AND TERMINATION

3.1 The term of this Agreement shall commence on the Effective Date and shall continue
in full force and effect as described by this Agreement, unless cancelled by mutual
written consent from both Parties
3.2 This Agreement may be terminated by either Party by providing 30 days' written
notice to the other Party.
3.3 In the events that this agreement is terminated by the Seller, the Broker remains
entitled to full payment of outstanding commission related to the sales performed
prior to the termination of this agreement.

4. EXCLUSIVITY

4.1 For the term of this Agreement, Broker shall have the non-exclusive right to
introduce prospective buyers to the Seller; All parties are deemed to be independent
parties.

5. GEOGRAPHY

5.1 The Parties agree that the Broker will sell the product(s) in any geographical area.
6. FEES AND PAYMENT

6.1 The Broker will take part in the transaction between the parties, with the Seller
having the right of final approval of the deal.
6.2 The following must take place in order for the Broker to be paid. If these conditions
are not met, Broker will not receive payment for making the introduction.
6.3 A transaction is considered successful only if the Seller is able to make a deal to sell
to the interested Buyer introduced to them by the Broker
6.4 The Broker's commission shall be calculated as 2% (2 percent) of the new value of
the sale invoiced by the Seller to the Buyer as a direct result of an introduction of
Buyers to the Seller by Broker. Net value shall exclude any charges and of all taxes of
any kind, and provided that such additional charges and taxes are separately stated
in the invoice.
6.5 Upon determination of broker fees due, the Broker shall issue an invoice to the Seller
and payment shall be due within thirty (30) days from the date of the invoice.
6.6 Acceptable forms of payment include the following:
6.7 Direct Bank Transfer to specified account by the Broker on the Invoice
6.8 The commission shall be calculated and paid to Broker in United States Dollars as per
the contract of sale on which the commission is payable.

7. LATE PAYMENTS

7.1 For any fee payment that is not paid within thirty days of its due date, the Agent
shall be entitled, without limiting any other rights it may have, to charge interest on
the outstanding amount (both before and after any judgment) at the rate of 1% per
day (1 percent) of the outstanding fee payment.

8. NON-CIRCUMVENTION

8.1 During the term of this Agreement, Seller will not attempt to do business with, or
otherwise solicit any Buyers found or otherwise referred by Broker, to Seller for the
purpose of circumventing, the result of which shall be to prevent the Broker from
realizing or recognizing a commission or Broker's fee.
8.2 If such circumvention shall occur, the Broker shall be entitled to any commissions
due pursuant to this Agreement or Broker's fee relating to such transaction.

9. CONFIDENTIALITY

9.1 The term "Confidential Information" shall include any proprietary information, in
whatever form, that:
(a) is provided by Seller to Broker, including information regarding Seller's
businesses, finances, prospects, operations, products, employees,
technologies, contact lists, and financial models (including not only written
 information but also information transferred verbally, visually, electronically
or by any other means); or
(b) concerns any agreements that Broker may aid Seller in entering into; or
(c) consists of analysis and/or any other internal non-redacted memoranda, or
other documents prepared by the Broker derived from, or including material
portions of, the Confidential Information.
9.2 Confidential Information shall not include any information that:
(a) is already known to the Broker at the time of its disclosure;
(b) is or becomes publicly known through no wrongful act of the Broker;
(c) is communicated to a third party with the express written consent of Seller;
or
(d) is lawfully required to be disclosed, provided that before making such
disclosure, the Broker shall immediately give the Seller written notice and
cooperate in the Seller's actions to assure confidential handling of such
information.
9.3 The Broker shall safeguard and keep confidential the Confidential Information and
shall not disclose any Confidential Information to any other person or entity.
9.4 The Broker shall not use the Confidential Information for any purpose other than
those related to the services they provide to the Seller.
9.5 All such Confidential Information and any copies obtained thereof shall be returned
to the Seller promptly upon its written request and shall not be retained in any form
by Broker.

10. ENTIRE AGREEMENT

10.1 This Agreement contains the entire agreement and understanding among the Parties
hereto with respect to the subject matter hereof, and supersedes all prior
agreements, understandings, inducements and conditions, express or implied, oral
or written, of any nature whatsoever with respect to the subject matter hereof. The
express terms hereof control and supersede any course of performance and/or
usage of the trade inconsistent with any of the terms hereof.

11. SEVERABILITY

11.1 The parties have attempted to limit the non-circumvention provision so that it
applies only to the extent necessary to protect legitimate business and property
interests.
11.2 If any provision of this Agreement shall be held to be invalid or unenforceable for
any reason, the remaining provisions shall continue to be valid and enforceable.
11.3 If a court finds that any provision of this Agreement is invalid or unenforceable, but
that by limiting such provision it would become valid and enforceable, then such
provision shall be deemed to be written, construed, and enforced as so limited.

12. AMENDMENT
 12.1 This Agreement may be modified or amended if and only if the amendment is made
in writing and signed by both Parties.

13. DISPUTE RESOLUTION PROCEDURES

13.1 Any disputes arising out of this Agreement will be resolved through negotiation in
accordance with the laws of Türkiye.
13.2 In the event of failed negotiations, any controversy or claim arising out of or relating
to this contract, including its conclusion, interpretation, performance, breach,
termination or invalidity, shall be finally settled under the rules of Türkiye Arbitration
Law by 3 Arbitrator appointed in accordance with the said rules. The place of
arbitration shall be Türkiye. The language of the arbitration shall be English.

14. APPLICABLE LAW

This Agreement shall be governed by the laws of the Republic of Türkiye.

IN WITNESS WHEREOF, the Parties execute the Agreement as follows:

Broker
NAME: ______________________, Signature _____________________________,

SELLER:
NAME: ______________________, Signature _____________________________,

Date: October 26, 2024