SUBSCRIPTION AGREEMENTSubscription Agreement • December 30th, 2019 • 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
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 September 30, 2026Warrant Agreement • December 30th, 2019 • T Stamp Inc • Services-prepackaged software • Delaware
This certifies that, for value received, [_________], a [_________] limited liability company, 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 50 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 provided herein. This Warran
ACKNOWLEDGEMENT AND SETTLEMENT AGREEMENTSettlement Agreement • December 30th, 2019 • 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.”
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 “[____]”).
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 “[_____]”).
EXECUTION VERSIONWarrant Agreement • December 30th, 2019 • T Stamp Inc • Services-prepackaged software • Delaware
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.
ContractWarrant Agreement • December 30th, 2019 • T Stamp Inc • Services-prepackaged software • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. NO SALE OR DISPOSITION OF THIS WARRANT OR THE SECURITIES ISSUABLE UPON ITS CONVERSION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION AND ANY APPLICABLE STATE SECURITIES DIVISIONS.
EXECUTION VERSIONWarrant Agreement • December 30th, 2019 • T Stamp Inc • Services-prepackaged software • Delaware
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.
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 [_____] (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:
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 ANDREW FRANCIS (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:
LEASE AMENDMENTLease Amendment • December 30th, 2019 • T Stamp Inc • Services-prepackaged software
The Rental Agreement dated April 24, 2018 between Georgia Advanced Technology Ventures, Inc., as Landlord, and Trust Stamp, as Tenant, is hereby renewed under the following modified terms and conditions:
NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 30th, 2019 • T Stamp Inc • Services-prepackaged software • Delaware
This Note Purchase Agreement, dated as of December 16, 2016, (this “Agreement”) is entered into by and among T Stamp Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”).
ContractConvertible Promissory Note • December 30th, 2019 • T Stamp Inc • Services-prepackaged software • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
