SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 5th, 2023 • T Stamp Inc • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 1, 2023, between T Stamp Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2024 • T Stamp Inc • Services-prepackaged software
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 1, 2024, by and between T STAMP INC., a Delaware corporation, with principal executive offices located at 3017 Bolling Way NE, Floors 1 and 2, Atlanta, Georgia 30305 (the “Company”), and HCM MANAGEMENT FOUNDATION, a foundation domiciled and registered in the Republic of Panama (the “Buyer”). HCM Management Foundation is acting in association with Maxim Group LLC. Maxim Group LLC is the placement agent (“Placement Agent”) for this investment and is a broker - dealer registered with the United States Securities and Exchange Commission and is a member of FINRA, Nasdaq Stock Market and the New York Stock Exchange.
EXHIBIT ERegistration Rights Agreement • April 4th, 2024 • T Stamp Inc • Services-prepackaged software
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 1, 2024, by and between T STAMP INC., a Delaware corporation, with principal executive offices located at 3017 Bolling Way NE, Floors 1 and 2, Atlanta, Georgia 30305 (the "Company"), and HCM MANAGEMENT FOUNDATION, a foundation domiciled and registered in the Republic of Panama (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
PRE-FUNDED COMMON STOCK PURCHASE WARRANT T STAMP, INC.Common Stock Purchase Warrant • September 5th, 2024 • T Stamp Inc • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from T STAMP, INC., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT T Stamp, Inc.Common Stock Purchase Warrant • April 18th, 2023 • T Stamp Inc • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five year month anniversary of the Closing Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from T Stamp Inc., a Delaware corporation (the “Company”), up to 1,573,330 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT T STAMP, INC.Security Agreement • September 5th, 2024 • T Stamp Inc • Services-prepackaged software • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Shareholder Approval Date (as defined below) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five year anniversary of the Shareholder Approval Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from T Stamp Inc., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 5th, 2024 • T Stamp Inc • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 3, 2024, between T Stamp Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 5th, 2024 • T Stamp Inc • Services-prepackaged software • New York
COMMON STOCK PURCHASE WARRANT T Stamp, Inc.Security Agreement • December 21st, 2023 • T Stamp Inc • Services-prepackaged software • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Shareholder Approval Date (as defined below) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five year anniversary of the Shareholder Approval Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from T Stamp Inc., a Delaware corporation (the “Company”), up to 3,600,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • March 12th, 2020 • T Stamp Inc • Services-prepackaged software • Delaware
THIS ESCROW AGREEMENT, dated as of (“Escrow Agreement”), is by and between SI Securities, LLC (“SI Securities”), T Stamp Inc., a Delaware corporation (“Issuer”), and The Bryn Mawr Trust Company of Delaware (“BMTC DE”), a Delaware entity, as Escrow Agent hereunder (“Escrow Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in that certain Issuer Agreement by and between Issuer and SI Securities executed prior hereto (the “Issuer Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 6th, 2020 • T Stamp Inc • Services-prepackaged software • Georgia
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
SI Securities, LLCOffering Agreement • December 30th, 2019 • T Stamp Inc • Services-prepackaged software • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 1st, 2024 • T Stamp Inc • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 27, 2024, between T Stamp Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT T Stamp, Inc.Common Stock Purchase Warrant • June 5th, 2023 • T Stamp Inc • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five year anniversary of the Closing Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from T Stamp Inc., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
WARRANT TO PURCHASE SHARES OF COMMON STOCK of T STAMP, INC. Non-US Investors Only Dated as of ______________ Void after the date specified in Section 8Warrant Agreement • January 12th, 2022 • T Stamp Inc • Services-prepackaged software • Delaware
THIS CERTIFIES THAT, for value received, ________________________________, or its registered assigns (the “Holder”), is entitled to purchase from T Stamp, Inc., a Delaware corporation (the “Company”), shares of the Company’s Class A Common Stock, $0.0001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1, subject to the provisions and upon the terms and conditions set forth herein and in the Warrant Agreement dated as of ______, 2021 (the “Warrant Agreement”) between the Company and Colonial Stock Transfer Co., Inc.(the “Warrant Agent”). The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued as part of an offering of securities by the Company pursuant an exemption under Regulation S under the Securities Act of 1933, as amended (the “Securities Act”) and the Subscription Agreement between the Company and the Hol
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 6th, 2024 • T Stamp Inc • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 5, 2024, between T Stamp Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Mr. Gareth Genner Chief Executive Officer T Stamp Inc.Placement Agent Agreement • April 4th, 2024 • T Stamp Inc • Services-prepackaged software • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 21st, 2022 • T Stamp Inc • Services-prepackaged software • Georgia
This Executive Employment Agreement (the “Agreement”), is entered into and effective as of the date of the company’s listing on the Euronext Growth Market (the “Effective Date”), by and between T Stamp Inc. (the “Company”), and Gareth N. Genner (“Executive”) (each a “Party” and collectively the “Parties”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 30th, 2019 • T Stamp Inc • Services-prepackaged software • Georgia
THIS INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of ____, 2019, by and among T Stamp Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.” For the avoidance of doubt, each person that is a party to the Subscription Agreement (as defined below) as an “Investor” thereunder is hereby deemed automatically, and without any further action, to have joined this Agreement and become a party hereof as an “Investor” pursuant to Section 2 of the Subscription Agreement, notwithstanding any failure by such Person have executed or delivered this Agreement to any other party hereof.
WARRANT TO PURCHASE COMMON STOCK of T STAMP INC. Void after December 20, 2024Warrant Agreement • March 12th, 2020 • T Stamp Inc • Services-prepackaged software • Delaware
This certifies that, for value received, Second Century Ventures, LLC, a Delaware limited liability partnership, or its assigns (in each case, the “Holder”) is entitled, subject to the terms set forth below, to purchase from T Stamp Inc., a Delaware corporation (the “Company”), up to 932,111 shares of the Common Stock of the Company or such other substitute security as set forth herein (“Exercise Stock”), upon surrender hereof, at the principal office of the Company referred to below, with the subscription form attached hereto duly executed, and simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter provided, at the Exercise Price as set forth in Section 2 below. The number, character, type of security and Exercise Price of such shares of Exercise Stock are subject to adjustment and substitution as provided below. The term “Warrant” as used herein shall include this Warrant, and any warrants delivered in substitution or exchange therefor as provi
SERIES A COMMON STOCK PURCHASE WARRANT T STAMP, INC.Security Agreement • December 6th, 2024 • T Stamp Inc • Services-prepackaged software
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd.or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Shareholder Approval Date (as defined below) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five year anniversary of the Shareholder Approval Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from T Stamp Inc., a Delaware corporation (the “Company”), up to 5,555,548shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PROMISSORY NOTEPromissory Note • July 18th, 2024 • T Stamp Inc • Services-prepackaged software
WHEREAS, this Note is being issued by DQI Holdings Inc. (the "Borrower") to T Stamp, Inc. a Delaware corporation (the "Noteholder") as part of such Securities Purchase Agreement entered on July 13, 2024 (the “Securities Purchase Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2024 • T Stamp Inc • Services-prepackaged software
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchaser (the “Purchase Agreement”).
ACKNOWLEDGEMENT AND SETTLEMENT AGREEMENTSettlement Agreement • March 12th, 2020 • T Stamp Inc • Services-prepackaged software • New York
THIS ACKNOWLEDGEMENT AND SETTLEMENT AGREEMENT (this “Settlement Agreement”) is made and entered into as of July 1st, 2019 (the “Effective Date”), by and among (i) Emergent Technology Holdings LP, a Cayman Islands exempted limited partnership (“EmTech”), (ii) T Stamp Inc., a Delaware corporation (“TStamp”), and (iii) solely for purposes of Sections 5, 6, 7, 8 and 9, T Stamp LLC, a Delaware limited liability company (“TS LLC”). EmTech and TStamp are each referred to herein as a “Party” and, collectively, as the “Parties.”
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • November 22nd, 2021 • T Stamp Inc • Services-prepackaged software • Utah
This Warrant Agreement made as of August 20, 2021 (this “Agreement”), is between T Stamp Inc., a Delaware corporation, with offices at 3017 Bolling Way NE, Floors 1 and 2, Atlanta, Georgia, 30305, USA (the “Company”), and Colonial Stock Transfer Company, Inc., with offices at 66 Exchange Place, 1st floor, Salt Lake City, UT 84111 (the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 6th, 2024 • T Stamp Inc • Services-prepackaged software • New York
AGREEMENT PURCHASE AND SALE OF SERIES A PREFERRED STOCK T Stamp Inc. (“the Company”)Purchase and Sale Agreement • March 12th, 2020 • T Stamp Inc • Services-prepackaged software • Georgia
ContractWarrant Agreement • April 30th, 2020 • T Stamp Inc • Services-prepackaged software • New York
THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND APPLICABLE LAWS.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 30th, 2019 • T Stamp Inc • Services-prepackaged software • Georgia
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of July 14th, 2017 (the “Agreement Date”), between T Stamp Inc., a Delaware corporation (herein referred to as the “Company”), and [____] (herein referred to as “[____]).
Accelerator AgreementAccelerator Agreement • December 30th, 2019 • T Stamp Inc • Services-prepackaged software • California
This _________________ (“Agreement”) is effective as of January 6, 2016 between T Stamp LLC (“Startup”), a Georgia limited liability company located at 3423 Piedmont Rd. NE, Atlanta, GA 30305, and [__________].
SECURED LOAN AGREEMENT (WITH RECOURSE ONLY TO THE SECURITY)Secured Loan Agreement • December 30th, 2019 • T Stamp Inc • Services-prepackaged software
For the mutual considerations contained herein, T STAMP LLC (hereinafter “Company”) and Alexander Valdes (hereinafter “Affiliate”) do hereby make the following limited recourse loan agreement, wherein Company is making a secured loan, without personal recourse, to Affiliate upon the following terms and conditions:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 30th, 2019 • T Stamp Inc • Services-prepackaged software • Georgia
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of July 17th, 2017 (the “Agreement Date”), between T Stamp Inc., a Delaware corporation (herein referred to as the “Company”), and __________, (herein referred to as “Investor”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 30th, 2019 • T Stamp Inc • Services-prepackaged software • Georgia
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of January 12th, 2017 (the “Agreement Date”), between T Stamp Inc., a Delaware corporation (herein referred to as the “Company”), and [____], a Nevada limited liability company (herein referred to as “[____]”).
AGREEMENTPromissory Note Agreement • September 28th, 2020 • T Stamp Inc • Services-prepackaged software
Between: Emergent Technology Holdings LP (“EmTech”), T Stamp Inc. (“Trust Stamp”) and TStamp Incentive Holdings Inc. (“TSI Holdings”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 30th, 2019 • T Stamp Inc • Services-prepackaged software • Georgia
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of July 17th, 2017 (the “Agreement Date”), between T Stamp Inc., a Delaware corporation (herein referred to as the “Company”), and a Wyoming limited liability company (herein referred to as “[_____]”).
