8-K - CRCW - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of the

Securities

Exchange Act of 1934

Dateof Report (Date of earliest event reported): March 23, 2026

TheCrypto Company

(Exact name of registrant as specified in its charter)

Nevada	000-55726	46-4212105
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)
23823 Malibu Road, #50477, Malibu, CA	90265
---	---
(Address<br> of principal executive offices)	(Zip<br> Code)

(424)228-9955

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item1.01 Entry into a Material Definitive Agreement.

AssetPurchase Agreement

On March 23, 2026, The Crypto Company (the “Company”) approved and authorized the execution of an Asset Purchase Agreement, dated as of March 20, 2026 (the “Asset Purchase Agreement”), by and among the Company, its wholly-owned subsidiary, Frame Intelligence, LLC, a Nevada limited liability company (“Frame Intelligence”), Frame Holdings Ltd, an exempted Cayman Islands company (“Frame Holdings”), and Sean Docherty.

Pursuant to the Asset Purchase Agreement, Frame Intelligence acquired all of the assets comprising the “Frame” blockchain business, including related intellectual property, source code, software repositories, validator and infrastructure access, credentials, documentation, and associated goodwill (collectively, the “Frame Assets”).

As consideration for the transfer of the Frame Assets, the Company agreed to issue shares of its common stock, par value $0.001 per share (“Common Stock”), to Frame Holdings via a series of contingent milestone-based issuances tied to specified Company market capitalization and Frame business valuation thresholds. These include (i) an issuance equal to 2.5% of the Company’s outstanding Common Stock, measured on a pre-issuance basis, upon the achievement of both a $100 million market capitalization of the Company and a $100 million fully diluted valuation of the Frame business, with such milestone figures sustained for at least 30 consecutive days, and (ii) additional issuances of Common Stock with an aggregate potential value of up to approximately $50.5 million, payable in tranches upon the achievement of additional escalating market capitalization and valuation milestones, culminating in a milestone requiring both a $1.0 billion market capitalization of the Company and a $1.0 billion fully diluted valuation of the Frame business, in each case sustained for at least 30 consecutive days.

Each such issuance of shares of Common Stock, if and when earned, will be calculated based on the 10-trading-day volume-weighted average price of the Company’s Common Stock immediately preceding the applicable issuance date and will be subject to customary securities law restrictions, transfer limitations, and the execution of definitive stock issuance documentation.

The Asset Purchase Agreement also requires the Company to fund Frame Intelligence with at least $2.0 million in the aggregate (the “Funding Requirement”) on or before the date that is 120 days after closing, subject to extension at the Company’s option for another 120 days in exchange for a $100,000 payment to Frame Holdings.

The Asset Purchase Agreement further contains a buy-sell provision that may be triggered upon the occurrence of certain specified termination events, subject to applicable notice and cure periods and an overall five-year sunset following the closing of the transaction. These termination events include, unless waived by Frame Holdings, among other things: (i) the failure to provide Frame Holdings or its designee with a voting seat on the Company’s board of directors within six months following satisfaction of the Funding Requirement; (ii) the failure to make required payments under the Consulting Agreement; (iii) a change of control event involving the Company or Frame Intelligence without Frame Holdings’ participation or consent; (iv) certain prohibited transfers, encumbrances, guarantees, or indebtedness; and (v) the Company’s termination of Frame Holdings under the Consulting Agreement without cause (each a “Qualifying Termination Event”).

Upon the occurrence of a Qualifying Termination Event, Frame Holdings has the right, for sixty days following the expiration of the applicable cure period, to deliver an offer (including all relevant terms) to purchase either (a) Frame Intelligence from the Company or (b) specified Frame Assets, including the live blockchain and related infrastructure. Following receipt of such offer, the Company has sixty days to elect to match Frame Holdings’ offer. If the Company does not timely match Frame Holdings’ offer, or if the Company elects to match that offer but then fails to timely deliver the required consideration to Frame Holdings, Frame Holdings has a 60-day option to require the Company to consummate the sale on the terms set forth in Frame Holdings’ original offer.

Any purchase of assets pursuant to the foregoing buy-sell provision would include the transfer of all repositories, domains, credentials, signing keys, validator access, and other infrastructure necessary to operate the Frame blockchain. In addition, all remaining milestone-based equity issuances otherwise payable under the Asset Purchase Agreement would be forfeited upon consummation of any such purchase by Frame Holdings.

The foregoing description of the Asset Purchase Agreement is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

ConsultingAgreement

In connection with the Asset Purchase Agreement, the Company entered into a Consulting Agreement with Frame Holdings, effective as of March 20, 2026, pursuant to which Frame Holdings is to provide executive, strategic, technical, architectural, business-development, administrative, reporting, oversight, and related blockchain-related services to the Company and Frame Intelligence through its designee, Sean Docherty.

Under the Consulting Agreement, the Company will pay Frame Holdings base cash compensation of $20,000 per month for its services, which are anticipated to commence at the time the Company meets the Funding Requirement. The Consulting Agreement also provides for automatic compensation increases of $7,500 per month upon the sustained achievement for 30 consecutive days of each of the following thresholds: (i) both a $500 million market capitalization of the Company and a $500 million fully diluted valuation of the Frame business; (ii) both a $800 million market capitalization of the Company and a $800 million fully diluted valuation of the Frame business; and (iii) both a $1.0 billion market capitalization of the Company and a $1.0 billion fully diluted valuation of the Frame business.

If the Consulting Agreement is terminated by the Company for any reason other than Cause, Incapacity, or death, the Company is obligated to pay severance equal to (i) two years of base cash compensation if termination occurs during the first year following the commencement of services, or (ii) one year of base cash compensation if termination occurs thereafter. If the Consulting Agreement is terminated due to death or Incapacity, the Company is obligated to pay severance equal to one year of base cash compensation. The Consulting Agreement further provides that certain milestone-based rights may continue following specified termination events, subject to its terms and the terms of the Asset Purchase Agreement.

The Consulting Agreement contemplates that, effective upon the satisfaction of the Funding Requirement, Sean Docherty will be eligible to serve as Chief Blockchain Officer of the Company. The Consulting Agreement also provides that Frame Holdings will have the right to have Mr. Docherty attend meetings of the Company’s board of directors as a non-voting observer upon Frame Holding’s commencement of services and that the Company is required to appoint Mr. Docherty as a voting director within six months after the Company first satisfies the Funding Requirement.

The foregoing description of the Consulting Agreement is qualified in its entirety by reference to the full text of the Consulting Agreement, which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

IntellectualProperty Assignment Agreement

In connection with the closing of the transactions contemplated by the Asset Purchase Agreement, Frame Holdings executed and delivered an Intellectual Property Assignment Agreement, effective as of March 20, 2026, in favor of Frame Intelligence. Pursuant to the Intellectual Property Assignment Agreement, Frame Holdings irrevocably assigned to Frame Intelligence all right, title, and interest in and to the intellectual property included in the Frame Assets, including copyrights, source code, software, algorithms, trade secrets, inventions, know-how, and other proprietary rights associated with the Frame blockchain business, together with all rights to sue for past, present, and future infringement or misappropriation and to recover damages and other remedies.

The foregoing description of the Intellectual Property Assignment Agreement is qualified in its entirety by reference to the full text of the Intellectual Property Assignment Agreement, which is included in Exhibit 10.1 attached hereto and incorporated herein by reference.

Billof Sale and Assignment

In furtherance of the Asset Purchase Agreement, Frame Holdings executed and delivered a Bill of Sale and Assignment, effective as of March 20, 2026, in favor of Frame Intelligence. Pursuant to the Bill of Sale and Assignment, Frame Holdings sold, assigned, transferred, conveyed, and delivered to Frame Intelligence all of its right, title, and interest in and to the Frame Assets, free and clear of all liens other than permitted liens, if any, provided in the Asset Purchase Agreement.

The foregoing description of the Bill of Sale and Assignment is qualified in its entirety by reference to the full text of the Bill of Sale and Assignment, which is included in Exhibit 10.1 attached hereto and incorporated herein by reference.

Item2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

On March 23, 2026, the Company, through its wholly-owned subsidiary, Frame Intelligence, completed the acquisition of the Frame Assets pursuant to the Asset Purchase Agreement, effective as of March 20, 2026.

The Frame Assets constitute all of the assets necessary to own, operate, and develop the Frame blockchain business, including related intellectual property and technology. The acquisition was approved by the Company’s board of directors pursuant to a unanimous written consent dated March 23, 2026.

Prior to the execution of the Asset Purchase Agreement, one of the Company’s executive officers held an equity interest in, and provided advisory and consulting services to, Frame Holdings (the “Prior Relationship”). The Company believes that the Prior Relationship did not constitute a material relationship between the Company and Frame Holdings. The Company’s Board of Directors evaluated and considered the Prior Relationship in connection with its approval of the transactions contemplated by the Asset Purchase Agreement and determined that the Prior Relationship did not present a material conflict of interest.

Item3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The Company has agreed to issue shares of its Common Stock to Frame Holdings pursuant to the Asset Purchase Agreement and the Consulting Agreement upon the reaching of certain milestone events. Any such issuances will be made as restricted securities in reliance on exemptions from registration under the Securities Act of 1933, as amended, including Section 4(a)(2) thereof and/or Regulation D.

Item 7.01 Regulation FD Disclosure.

On March 26, 2026, the Company issued a press release announcing the completion of the acquisition of the Frame Assets and the entry into the Asset Purchase Agreement, Consulting Agreement, Intellectual Property Assignment Agreement, and Bill of Sale and Assignment in connection therewith. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01 of this Current Report on Form 8-K, including the press release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the press release shall not be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit<br><br> <br>No.	Description
10.1*	Asset Purchase Agreement, dated as of March 20, 2026, by and among the Company, Frame Intelligence, LLC, Frame Holdings Ltd, and Sean Docherty.
10.2	Consulting Agreement, dated as of March 20, 2026, by and between the Company and Frame Holdings.
99.1	Press Release, dated March 26, 2026.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document).

*Certain schedules and other similar attachments to this exhibit have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company will provide a copy of such omitted documents to the Securities and Exchange Commission upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:<br> March 26, 2026
	THE CRYPTO COMPANY
	By:	/s/ Ron Levy
	Name:	Ron<br> Levy
	Title:	Chief<br> Executive Officer, Interim CFO and Secretary

Exhibit10.1

Schedulesand similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. We agree to furnish supplementallya copy of such omitted materials to the SEC upon request.

ASSETPURCHASE AGREEMENT

between and among

FRAMEINTELLIGENCE, LLC

FRAMEHOLDINGS LTD

SEANDOCHERTY

and

THECRYPTO COMPANY

Datedas of March 20, 2026

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”), made as of March 20, 2026 (the “Effective Date”), is by and between: (a) Frame Holdings Ltd, a Cayman Islands exempted company with company registration number 423415 (“Seller”), and (b) Sean Docherty, an individual (“SD”), on the one hand, and (c) Frame Intelligence, LLC, a Nevada limited liability company (“Buyer”), on the other, with the inclusion of The Crypto Company, a Nevada corporation (“TCC”), solely for the limited purposes specifically and expressly set forth herein.

Buyer, TCC, SD, and Seller are each referred to in this Agreement as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Seller owns or controls all right, title, and interest in and to “Frame” and the Frame technology, including without limitation the Frame blockchain, related software, repositories, validator and infrastructure access, domains, credentials, documentation, data, and all other assets described on Schedule 1 (collectively, the “Acquired Assets”), which Acquired Assets constitute all of the assets, rights, and interests that are necessary or desirable to own, operate, maintain, secure, develop, and commercially exploit the Frame business and technology, which business and technology provides the ability to hold, transfer, and transact with digital assets with true self-custody (i.e., no intermediary holds the assets), sub-second transaction finality, built-in privacy protections, and seamless access across otherwise fragmented blockchain networks (collectively, “Frame”);

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all of Seller’s right, title, and interest in and to the Acquired Assets, on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, concurrently with the Closing (as defined below), Buyer will enter into certain consultant arrangements with Seller and certain personnel listed on Schedule 4, and Buyer will implement governance and protection rights described herein; and

WHEREAS, TCC is the sole shareholder of Buyer and will therefore benefit from the transactions contemplated hereby, for which reason TCC will agree to make a $2,000,000 contribution into Buyer as set forth in this Agreement;

NOW,THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

Capitalized terms used but not separately defined in the body of this Agreement shall have the meanings set forth in this Article I, as follows:

1.1 “Acquired Assets” has the meaning set forth in the Recitals and includes, without limitation, all items listed on Schedule 1.

1.2 “Action” means any claim, lawsuit, action, cause of action, investigation, complaint, petition, suit, arbitration or other proceeding, whether civil or criminal, at law or in equity, before any Governmental Entity.

1.3 “Affiliate” of any Person means (a) any Person that directly, or indirectly through one or more intermediaries, controls or is controlling, controlled by, or under common control with such Person; provided that, for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto, (b) any Person that directly or indirectly owns ten percent (10%) or more of any class of membership or other equity interest of such Person, (c) any officer or director of such Person, (d) in the case of a partnership, any general partner of such partnership, (e) in the case of a manager-managed limited liability company, any manager thereof, (f) in the case of a trust, any trustee or beneficiary of such trust, (g) any spouse, parent, in-law, sibling or child or lineal descendant of any individual described in (a) through (d) above, and (h) any trust for the benefit of any individual described in (a) through (g) above.

1.4 “Ancillary Agreement” means any written agreement or certificate produced pursuant to, or in connection with, this Agreement.

1.5 “Business” means any activity engaged in or contemplated by TCC or Buyer as of the Closing Date or any contemplated expansions or extensions thereof to and through the date that the relevant restricted parties shall no longer be associated with TCC or any of its Affiliates.

1.6 “Business Day” means any day other than Saturday, Sunday, or a day on which banks in New York or Los Angeles are authorized or required to close.

1.7 “Buyer Indemnified Party” means a Person entitled to indemnification under Section 10.1.

1.8 “Cause” means, solely for purposes of any severance, buy-back, or related rights incorporated into this Agreement or any Ancillary Agreement (including without limitation the Employment Agreement and Consulting Agreement), any of: Fraud, Willful Misconduct, Breach of Fiduciary Duty, Breach of Contract, or Crime, each as defined on Schedule 5.

1.9 “Change of Control” has the meaning set forth on Schedule 9.

1.10 “Closing” means the consummation of the transactions contemplated by Article II and Article III.

1.11 “Closing Date” means the date on which the Closing occurs.

1.12 “Confidential Information” means all non-public information concerning a Party or the transactions contemplated hereby, including without limitation the existence and terms of this Agreement.

1.13 “Compete” means to directly or indirectly engage or participate in any manner (as an owner, equity holder, financing source, director, manager, officer, employee, agent, representative, consultant, service provider or otherwise) in any activity, whether or not for profit, that is competitive with the Business anywhere in the universe.

1.14 “Consulting Agreement” means the independent contractor agreement between Buyer (or an Affiliate thereof), on the one hand, and Seller, on the other, for consulting services delivered by such entity as an independent contractor and described in part herein, substantially in the form of Exhibit C.

1.15 “Cure Period” means: (a) the 30-day period following receipt by Buyer and TCC of written notice thereto from Seller as regards a prospective Termination Event or any breach of this Agreement or an Ancillary Agreement by Buyer or TCC, or (b) the 30-day period following receipt by Seller or Brian Syring (“Syring”), as the case may be, of written notice thereto from Buyer or TCC as regards any breach of this Agreement or an Ancillary Agreement thereby.

1.16 “Definitive Agreements” means this Agreement together with all Ancillary Agreements and all schedules and exhibits hereto and thereto.

1.17 “Employment Agreement” means an employment agreement between Buyer (or an Affiliate thereof), on the one hand, and Syring, on the other, that will define the terms and conditions of Syring’s service as Vice President, Blockchain Operations.

1.18 “Extended Funding Deadline” has the meaning set forth in Section 6.9(c).

1.19 “Frame” has the meaning set forth in the Recitals.

1.20 “Fundamental Representations” means the representations and warranties set forth in Sections 4.1 (Organization; Good Standing), 4.2 (Authority), 4.3 (Title; No Liens), 4.4 (Sole Owner of Frame IP; Chain of Title), and 4.13 (Brokers), and Sections 5.1 (Organization; Good Standing), 5.2 (Authority), 5.4 (Capitalization; Issuance), and 5.6 (Brokers).

1.21 “Funding Deadline” means the date that is 120 days after the Closing Date.

1.22 “Funding Requirement” means the not less than $2,000,000 of cash in the aggregate that TCC shall contribute into Buyer on or before the Funding Deadline or the Extended Funding Deadline (as the case may be), subject to Section 6.10(b).

1.23 “Governmental Entity” means any federal, state, local, foreign or other governmental or administrative body, instrumentality, department or agency or domestic or foreign court, arbitral tribunal, administrative agency or commission or other governmental or regulatory agency or authority or any securities exchange.

1.24 “Indebtedness” of any Person shall mean, without duplication: (a) indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money, (b) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument, debt security or other similar instrument, (c) indebtedness evidenced by capitalized leases (excluding real estate leases), (d) any amounts owed pursuant to any interest rate or currency swap, forward contract, or other hedging arrangement, (e) purchase money indebtedness and all obligations under any conditional sale, earn-out or other arrangement for the deferral of purchase price of any business, property or services, (f) any amounts owed with respect to a banker’s acceptance or letter of credit or surety bond, (g) obligations or commitments to repay deposits or other amounts advanced by and owing to third parties, (h) any indebtedness or obligation of a Person (other than TCC) of a type that is referred to in clauses (a) through (g) that is either guaranteed directly or indirectly by, or secured by a Lien upon any property or asset owned by, such Person, and (i) any accrued and unpaid interest, prepayment fee, unwind costs, redemption costs, or termination or other fees and expenses (including legal fees related thereto) owing by such Person with respect to any indebtedness of a type described in clauses (a) through (h).

1.25 “Law” means any statute, law, common law, ordinance, policy, rule or regulation of any Governmental Entity, and all judicial interpretations thereof, as amended from time to time.

1.26 “Liability” means any and all Indebtedness, liability, or obligation, whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured, or determined or determinable.

1.27 “Lien” means any lien, security interest, mortgage, encumbrance, easement, license or charge of any kind.

1.28 “Losses” means (a) any and all Actions, judgments, awards, known and actual Liabilities, losses, costs or damages, including reasonable fees and expenses of attorneys, accountants and other professional advisors (in each case actually paid to unaffiliated third parties), and (b) any losses or costs actually paid to unaffiliated third parties in investigating, defending or settling any of Action described in clause (a), whether or not the underlying Action is actually asserted or is merely alleged or threatened.

1.29 “Order” means any judgment, order, injunction, decree, writ, permit or license of any Governmental Entity or any arbitrator.

1.30 “Permitted Liens” means the listed Liens, if any, on Schedule 6.

1.31 “Person” means and includes an individual, a partnership, a limited liability partnership, a joint venture, a corporation, a limited liability company, a trust, an association, an unincorporated organization, a group, any similar person or entity, and a Governmental Entity.

1.32 “Representatives” means each and all of the accountants, agents, attorneys, advisors, officers, employees, and contractors of the applicable person or entity.

1.33 “Seller Indemnified Party” means a Person entitled to indemnification under Section 10.2.

1.334 “SD” means Sean Docherty, an individual.

1.35 “Taxes” means all taxes, assessments, charges, duties, fees, levies or other governmental charges, including all federal, state, local, foreign and other income, franchise, profits, gross receipts, capital gains, capital stock, transfer, sales, use, value added, occupation, property, excise, severance, windfall profits, stamp, license, payroll, social security, withholding, escheat and unclaimed property taxes, import and export duties, charges, tariffs and other related fees and expenses payable to a Governmental Entity, and any and all other taxes, assessments, penalties, charges, duties, fees, levies or other governmental charges of any kind whatsoever (whether payable directly or by withholding (e.g., payroll withholding Taxes) and whether or not requiring the filing of a tax return or other filing), deficiency assessments, additions to tax, penalties and interest, and shall include any Liability for such amounts as a result of (a) being a transferee or successor or member of a combined, consolidated, unitary or affiliated group, or (b) a contractual obligation to indemnify any Person.

1.36 “Termination Event” means any event expressly set forth in Section 6.4(a), Section 6.4(c), Section 6.6(b), Section 6.12, or Section 9.2(a) that continues beyond the Cure Period.

1.37 “Third-Party Claim” means any claim, action, suit, proceeding, arbitration, investigation, or demand brought or asserted by a Person other than a Party or one or more of its Affiliates.

1.38 “Units” has the meaning set forth in Section 3.4.

ARTICLEII

PURCHASEAND SALE

2.1 Purchase and Sale of Acquired Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey, and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title, and interest in and to Frame and all the Acquired Assets, free and clear of all Liens (other than Permitted Liens, if any, expressly set forth on Schedule 6). The conveyance shall include, without limitation: (i) all intellectual property rights (including without limitation copyrights, patent rights, and trade secrets); (ii) all source code and object code, repositories, build artifacts, documentation and specifications; (iii) all blockchain infrastructure and operational assets (including without limitation validator access, signing keys, credentials, domain names, DNS and hosting accounts, and cloud/infrastructure configurations); and (iv) all appurtenants thereto and all goodwill associated therewith, in each case as further described, without limitation, on Schedule 1

2.2 Excluded Assets. Notwithstanding Section 2.1, Seller shall retain, and Buyer shall not acquire or possess, the assets listed on Schedule 2 (the “Excluded Assets”). If Schedule 2 is blank, then there are no Excluded Assets.

2.3 Assumed Liabilities. Buyer shall assume only those liabilities expressly set forth on Schedule 3 (the “Assumed Liabilities”). Except for the Assumed Liabilities, Buyer shall not assume, and shall not be responsible in any fashion for, any liability or obligation of Seller of any kind, whether accrued, absolute, contingent, or otherwise, relating to any date or period before the Closing or otherwise arising in connection with Seller’s ownership or licensing of the Acquired Assets prior to Closing.

2.4 Excluded Liabilities. All liabilities and obligations of Seller that are not Assumed Liabilities are hereby expressly and specifically excluded from the transactions contemplated by this Agreement and the Ancillary Agreements (collectively, the “Excluded Liabilities”), including without limitation (i) any taxes of Seller, (ii) any Indebtedness of Seller, (iii) any license fees, and (iv) without limiting the foregoing, any and all Indebtedness, obligations, Losses, or claims, relating to or arising out of Frame or any of SD’s or Seller’s activities to and through the date of Closing.

2.5 Purchase Price and Consideration. In full consideration for the sale and transfer of the Acquired Assets, Buyer and/or TCC shall provide to Seller the following consideration (collectively, the “Purchase Price”):

(a) Equity Consideration for IP Transfer. Subject to the terms of Section 2.5 and Schedule 7, TCC shall issue to Seller shares of TCC common stock (the “CRCW Shares”) in recognition of Seller’s transfer of IP to Buyer, with such CRCW shares issued in amounts and in tranches tied to the relevant milestones set forth on Schedule 7.

(b) Employment (Syring) Services Consideration. Subject to the terms of Section 6.5(c) and Schedule 7, TCC shall issue shares of TCC common stock to Syring (or an agreed Affiliate of Syring) in amounts, and in tranches tied to the relevant milestones, set forth on Schedule 7 as consideration for services rendered to TCC (the “Syring Service Milestones”).

2.6 Reimbursement Rights. Buyer and/or TCC shall provide reimbursement and refund rights as set forth in Section 6.9.

2.7 Securities Matters; Restrictions. The Parties acknowledge that none of the CRCW Shares or the other shares of TCC common stock discussed in Section 2.5(a) or Section 2.5(b) has been registered under the Securities Act of 1933, as amended, and that such shares shall therefore be issued to Seller as restricted stock. Seller represents that Seller is acquiring such securities for investment and not with a view to distribution and understands that the CRCW Shares and such other shares of TCC common stock will be “restricted securities” subject to transfer restrictions. Definitive securities representations, legends, and compliance provisions shall be set forth in Stock Issuance Agreements to be executed and delivered post-Closing.

ARTICLEIII

CLOSING

3.1 Closing Date; Place. The Closing shall occur remotely by exchange of executed documents and deliverables on the Effective Date, unless such date is extended by agreement of the Parties.

3.2 Deliveries by Seller at Closing. At the Closing, unless waived by Buyer entirely or with the idea of making the waived item a post-Closing matter, Seller shall deliver (or cause to be delivered) to Buyer:

(a) a Bill of Sale and Assignment of Acquired Assets, substantially in the form of Exhibit A;

(b) an Intellectual Property Assignment Agreement, substantially in the form of Exhibit B, including without limitation assignment of all IP rights in the Acquired Assets;

(c) all existing access credentials, signing keys, validator access, administrative rights, repositories, domains, hosting, cloud infrastructure access, as applicable, and any and all other operational control information or tools necessary to operate the Frame blockchain, as more fully described on Schedule 1;

(d) such consents and releases as may be reasonably requested by Buyer to assist or document the transfer of any and all third-party assets included in the Acquired Assets;

(e) the Consulting Agreement, executed by Seller and effective as of the Closing Date (with actual services by SD and payment to Seller thereunder to begin as of the date TCC meets the Funding Requirement, or as otherwise mutually agreed);

(f) a copy of Seller’s organizational documents and bylaws certified by the Cayman Islands as of a recent date;

(g) all Definitive Agreements not referenced above; and

(h) such resolutions, certificates, or documents as shall be requested by, and satisfactory to, Buyer in Buyer’s reasonable discretion.

3.3 Deliveries by Buyer/TCC at Closing. At the Closing, unless waived by Seller entirely or with the idea of making the waived item a post-Closing matter, Buyer and/or TCC shall deliver (or cause to be delivered) to Seller:

(a) evidence of formation and good standing of Buyer as a Nevada limited liability company along with evidence that Buyer is a wholly-owned subsidiary of TCC; and

(b) the Consulting Agreement, executed by TCC and effective as of the Closing Date (with actual services by SD and payment thereunder to begin as of the date TCC meets the Funding Requirement, or as otherwise mutually agreed).

3.4 Post-Closing Deliverables and Transition; Further Assurances.

Following the Closing —

(a) TCC will deliver to Seller:

(i) a Board Observer Letter granting Seller board observer rights (i.e., the right to identify a Board Observer (as defined in Section 6.6)), effective upon commencement of SD’s services under the Consulting Agreement; and

(ii) executed documents establishing the transfer mechanics for the transfer to Seller of 100% of Buyer’s units of membership interest (“Units”) in connection with a failure by TCC to timely meet the Funding Requirement as required under Section 9.1;

(b) TCC and Syring will each execute and deliver to the other an Employment Agreement, made effective as of the Closing Date (with actual employment, employment services, and payment thereunder to begin as of the date TCC meets the Funding Requirement, or as otherwise mutually agreed);

(c) the Parties shall cooperate in good faith to take all actions necessary or desirable to transition and transfer any and all Acquired Assets to Buyer, including, without limitation, migration of accounts and updating of registrant details, and operational handover, with the intent that Buyer thereby obtain uninterrupted control and ability to operate Frame and the Frame blockchain and related systems; and

(d) the Parties shall take all commercially reasonable steps to confirm and execute on the terms of this Agreement and all Ancillary Agreements.

ARTICLEIV

REPRESENTATIONSAND WARRANTIES OF SD AND SELLER

Each of SD and Seller represents and warrants jointly and severally to Buyer and TCC, as of the Effective Date and as of the Closing Date, as follows:

4.1 Organization; Good Standing. Seller is duly organized, validly existing, and in good standing under the Laws of the Cayman Islands.

4.2 Authority. Seller has full power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which Seller is a party, and to perform Seller’s obligations hereunder and thereunder. This Agreement and such Ancillary Agreements constitute legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. SD has full power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which SD is a party, and to perform SD’s obligations hereunder and thereunder. This Agreement and such Ancillary Agreements constitute legal, valid, and binding obligations of SD, enforceable against SD in accordance with their respective terms.

4.3 Title; No Liens. Seller owns and has good and valid title to the Acquired Assets and will transfer the Acquired Assets to Buyer free and clear of all Liens, other than Permitted Liens expressly set forth on Schedule 6. Seller has not sold, assigned, transferred, pledged, encumbered, or otherwise disposed of any interest in the Acquired Assets except as disclosed in this Agreement or on the Schedules. Seller has no Indebtedness, and none of Seller’s shareholders owes any monies to Seller.

4.4 Sole Owner of Frame IP; Chain of Title. Seller is the sole owner of all Frame intellectual property associated with or included in the Acquired Assets, and has not assigned, licensed, or otherwise encumbered such intellectual property. Without limiting the foregoing, to the extent any Acquired Asset was created by employees, contractors, consultants, or other service providers of Seller or any Seller Affiliate, Seller has obtained valid and enforceable written assignments (or work-made-for-hire agreements, as applicable) sufficient to vest ownership in Seller, and Seller has copies of such agreements.

4.5 Sufficiency of Acquired Assets. Except for the Excluded Assets (if any), the Acquired Assets constitute all of the assets, rights, and interests that are necessary or desirable to own, operate, maintain, secure, develop, and commercially exploit the Frame business and technology (including without limitation all existing repositories, domains, credentials, signing keys, validator access, administrative privileges, infrastructure configurations, deployment tooling, as applicable, and documentation necessary to run the Frame blockchain and related systems).

4.6 No Conflict; Consents. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not (i) violate any Law applicable to SD or Seller, or (ii) conflict with or result in a breach of, default under, or termination right under any contract to which SD or Seller is a party, in each case in a manner that would reasonably be expected to impair Seller’s ability to transfer the Acquired Assets. All consents required to transfer the Acquired Assets or to assign any material contract included in the Acquired Assets are listed on Schedule 1, and neither SD nor Seller has received notice that any counterparty intends to withhold any required consent.

4.7 Intellectual Property; Non-Infringement. The Acquired Assets (including without limitation the operation, use, and exploitation of the Frame technology as conducted by Seller) do not infringe, misappropriate, or otherwise violate any intellectual property rights of any third party. Neither SD nor Seller has received any notice alleging infringement or misappropriation relating to the Acquired Assets, and, to Seller’s knowledge, no such claim has been threatened.

4.8 Open-Source Software. Schedule 13 sets forth, to SD’s and Seller’s knowledge following a diligent review, a list of all material open-source software components incorporated into, linked with, or distributed with the Acquired Assets (“OSS”), and identifies any OSS licenses that could reasonably be expected to require (a) disclosure of source code, (b) licensing of source code to third parties, or (c) distribution of derivative works on a royalty-free basis (each, a “Copyleft Obligation”). To SD’s and Seller’s knowledge, Seller’s use of OSS in the Acquired Assets complies in all material respects with applicable OSS license terms, including without limitation attribution, notice, and distribution requirements, except as disclosed on Schedule 12.

4.9 Contracts; Third-Party Services. Schedule 1 and/or Schedule 12 list all material contracts, subscriptions, cloud service accounts, hosting accounts, security/audit engagements, and other third-party arrangements that are (a) necessary or planned for the operation of Frame and the Frame blockchain and related systems, or (b) otherwise material to or in connection with the Acquired Assets (collectively, the “Material Agreements and Assets”). Neither SD nor Seller is in breach of, or lacking, any of the Material Agreements and Assets, and no counterparty is in breach with respect thereto.

4.10 Data Security; Incidents. Seller has implemented commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of the Acquired Assets and any data processed or stored in connection therewith. To SD’s and Seller’s knowledge, during the past twenty-four (24) months there has been no unauthorized access to, breach of, or material compromise of any of the systems used in connection with the Acquired Assets, except as disclosed on Schedule 12.

4.11 Compliance with Laws. SD’s and Seller’s development, ownership, licensing, and operation of the Acquired Assets has complied in all material respects with all applicable Laws.

4.12 Litigation. There is no claim, action, arbitration, investigation, or proceeding pending or, to SD’s or Seller’s knowledge, threatened against SD, Seller, or Syring, by any Person or Governmental Entity, except as disclosed on Schedule 12. There is no claim, action, arbitration, investigation, or proceeding, possessed, pending, or threatened by SD, Seller, or Syring, against any Person or Governmental Entity, except as disclosed on Schedule 12.

4.13 Brokers. No broker, finder, investment banker, or similar intermediary is entitled to any brokerage, finder’s fee, or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of SD or Seller.

4.14 Taxes; No Liens. There are no Taxes due to any Person with respect to or in connection with Frame or the Acquired Assets. There are no Liens of any sort, including, without limitation, any Lien associated with Taxes, in connection with or relating to Frame or the Acquired Assets, other than Permitted Liens disclosed on Schedule 6.

4.15 No Malware; No Backdoors. The Acquired Assets do not contain or reference any malicious code, time bombs, back doors, or other software routines intentionally designed to permit unauthorized access, disable, erase, or otherwise harm systems or data.

4.16 Full Disclosure. No representation or warranty made by SD or Seller in this Article IV or in any Ancillary Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading in light of the circumstances under which they were made.

ARTICLEV

REPRESENTATIONSAND WARRANTIES OF BUYER AND TCC

Buyer and TCC each represent and warrant jointly and severally to Seller as of the Effective Date and as of the Closing Date that:

5.1 Organization; Good Standing. Buyer is duly organized, validly existing, and in good standing under the Laws of the State of Nevada. TCC is duly organized, validly existing, and in good standing under the Laws of the State of Nevada.

5.2 Authority. Each of Buyer and TCC has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a legal, valid, and binding obligation of Buyer and TCC, enforceable against each in accordance with its terms.

5.3 No Conflict. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not violate any organizational document of Buyer or TCC, or any Law applicable thereto.

5.4 Capitalization; Issuance. TCC has duly authorized the issuance of the CRCW Shares and other shares of TCC common stock discussed herein with respect to Seller and Syring, and, if and when issued in accordance with this Agreement and applicable securities laws, such CRCW Shares and other shares of TCC common stock will be validly issued, fully paid, and non-assessable.

5.5 No Litigation. There is no claim, action, arbitration, or proceeding, pending or, to TCC’s or Buyer’s knowledge, threatened, against Buyer or TCC that would reasonably be expected to prevent or materially delay the Closing.

5.6 Brokers. No broker, finder, investment banker, or similar intermediary is entitled to any brokerage, finder’s fee, or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of TCC or Buyer.

5.7 Full Disclosure. No representation or warranty made by TCC or Buyer in this Article V or in any Ancillary Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading in light of the circumstances under which they were made.

ARTICLEVI

COVENANTS

Until the date that is five (5) years after the Closing (upon which date all of the following shall become null and void):

6.1 Confidentiality; Quiet Period; Public Announcements. From the Effective Date until the earlier of (i) the first public announcement by TCC (following consultation with Seller), or (ii) termination of this Agreement prior to the Closing, each Party shall keep all Confidential Information confidential and shall not disclose Confidential Information to (or permit the use of by) any third party except to such Party’s legal counsel, accountants, or other advisors who are bound by confidentiality obligations at least as protective as those herein. No Party shall make any public disclosure or announcement regarding the transactions contemplated hereby without the prior written consent of the other Parties, except as required by Law. Nothing in this Section 6.1 or any other provision of this Agreement shall imply that any of SD, Seller, or Syring, shall be permitted to make any disclosure prohibited by any other written agreement such party enters into with TCC or Buyer.

6.2 Formation and Maintenance of Buyer; Asset Ring-Fencing. TCC shall remain the owner of at least 99% of Buyer’s voting Units in the absence of Seller’s written consent, which consent shall not be unreasonably withheld, delayed, or conditioned. Other than in accordance with the immediately preceding sentence, TCC shall not transfer any portion of Buyer’s voting Units or cause any transfer of Acquired Assets from Buyer, or license any material Acquired Asset outside of Buyer, in each case without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

6.3 No Debt; No Encumbrances. None of the Parties shall, without both Seller’s and TCC’s prior written consent, which consent may not be unreasonably withheld, conditioned, or delayed: (a) place or permit any debt for borrowed money on or against Buyer or the Acquired Assets, as the case may be; (b) grant any Lien on any Buyer equity or the Acquired Assets; (c) cause Buyer to guarantee any obligation of TCC or any Affiliate other than pursuant to ordinary-course commercial arrangements for subsidiary guarantees required by a commercial lender to TCC; or (d) permit any shareholder of Seller to owe Seller any monies in excess of US$75,000 at any time.

6.4 Employment and Contractor Arrangements; Compensation.

(a) Consulting Agreement and CBO Role. On the Closing Date TCC shall enter into the Consulting Agreement with Seller, which Consulting Agreement shall provide for starting payments of $20,000 per month, with milestone compensation and increases as set forth in Schedule 8. Effective at the meeting of the Funding Date Requirement, TCC shall invite SD to serve, and SD shall serve, as Chief Blockchain Officer (“CBO”) of TCC (or such Affiliate as designated or permitted in the Consulting Agreement) via Seller with the role definition, oversight authority, and delegation framework, associated with such officership as set forth on Schedule 5..

(b) Post-Closing Employment Agreement. Following the Closing Date, TCC shall enter into an Employment Agreement with Syring, which Employment Agreement shall provide for starting compensation of $18,334 per month, with milestone compensation and increases as set forth in Schedule 8.

(c) Failure to Pay. Any failure by TCC or Buyer, directly or indirectly, to pay any material amount due to Seller or Syring under any express employment, contractor, reimbursement, or expense obligation shall constitute a Termination Event with respect to such person or entity unless cured within the Cure Period.

6.5 Severance; Continued Milestone Rights After Termination.

(a) Severance. The Employment Agreement and the Consulting Agreement shall provide that, if Syring or Seller, as the case may be, is terminated by TCC or Buyer for any reason other than Cause, Incapacity (as defined therein), or death, then severance shall be payable by TCC to Syring or Seller, as the case may be, as follows: (i) if such termination occurs during the period commencing on the Closing Date and ending on the first anniversary of the Closing Date, severance equal to two (2) years of base compensation (cash equivalent); and (ii) if such termination occurs after the first anniversary of the Closing Date, severance equal to one (1) year of base compensation (cash equivalent). The Employment Agreement and the Consulting Agreement shall further provide that, if Syring or Seller, as the case may be, is terminated due to Incapacity or death, then severance shall be payable by TCC to Syring or Seller, as the case may be, in an amount equal to one (1) year of base compensation.

(b) Continued Milestone Bonuses. In addition to severance, if Syring is terminated by TCC or Buyer without Cause or for Incapacity or death, and if Frame has achieved $1,000,000 of cash revenues earned by Buyer from third parties based on the operation of the Frame blockchain at the time of such termination, then Syring shall continue to participate in the milestone-based equity or bonus program described on Schedule 7 for a period of three (3) years following the notice date of such termination.

(c) Termination by Seller, SD, or Syring. If SD or Seller, or Syring, as the case may be, terminates his or its performance of services for TCC when there is (i) no termination by TCC (with or without Cause), (ii) no Incapacity or death that causes such termination, and (iii) no Termination Event, then (x) Section 6.6 shall no longer be effective as to Seller/SD, (y) clause (a) of this Section 6.5 will not apply to Seller (in the case of termination by Seller or SD), and (z) neither of clauses (a) and (b) of this Section 6.5 shall apply to Syring (in the case of termination by Syring).

6.6 Board Rights.

(a) Board Observer. Effective upon commencement of Seller’s services under the Consulting Agreement, SD shall have the right to attend meetings of TCC’s board of directors (excluding sessions involving attorney-client privileged matters, conflicts, or compensation or performance matters specific to Seller) as a non-voting, non-participating, observer representative of Seller (“Board Observer”) and shall receive the same board materials provided to TCC directors (other than as may relate to Seller’s compensation or performance), subject at all times to confidentiality.

(b) Board Seat. Subject at all times to his continued service via Seller pursuant to the Consulting Agreement, (a) TCC shall cause SD to be appointed as a voting member of TCC’s Board of Directors as Seller’s representative within six (6) months of the date that TCC first meets the Funding Requirement, and (b) if such directorship is not granted to SD within such period, then (at Seller’s election, stated in writing and subject to the Cure Period) (i) SD shall automatically be appointed as a director, and TCC shall take all corporate actions necessary to effect such appointment, or (ii) such failure shall constitute a Termination Event.

6.7 D&O Insurance; Indemnification. TCC shall ensure that (a) directors’ and officers’ insurance covers SD in SD’s capacity as a director in a manner consistent with coverage provided to TCC’s other directors, and (b) Buyer and TCC will provide indemnification to SD with respect to third-party claims the fullest extent permitted by Nevada law. Such insurance and indemnification will be documented in the Consulting Agreement (and via a separate indemnification agreement if such an agreement is customarily provided to TCC executives).

6.8 Working Capital; Funding Intent. TCC anticipates funding Buyer with up to $16,000,000 over the course of the two (2) years following the Closing Date, subject at all times to TCC’s business judgment, fiduciary duties, and access to capital; provided, that the Funding Requirement of Section 6.10(a) is binding.

6.9 Bridge Funding and Reimbursement.

(a) Pause Funding. The Parties acknowledge that maintaining the Frame project in a paused state prior to the Closing requires up to $25,000 per month. Seller agrees to fund such $25,000 per month following the Closing Date until TCC funds Buyer.

(b) Reimbursement Upon Funding. Upon TCC’s first funding of Buyer after Closing, Buyer shall, within fifteen (15) Business Days after receipt of an invoice from Seller, reimburse Seller for “pause funding” amounts expended by Seller (up to a maximum of $25,000 per month of the pause) between the Closing Date and the date of such funding.

(c) Extension of Funding Deadline Beyond 120 Days. If the Funding Requirement is not satisfied by the 120-day Funding Deadline, TCC shall have the option to deliver to Seller an amount equal to $25,000 multiplied by four (4) monthly payments ($100,000) in exchange for the extension of the Funding Deadline to a date 120 days after the Funding Deadline (the “Extended Funding Deadline”). For the avoidance of doubt, TCC’s option as described in this Section 6.9(c) shall apply only to an extension of the original Funding Deadline, not to any extension of an already extended Funding Deadline.

(d) Application of Cure Period. Without limiting the effectiveness and/or application of the Cure Period to the acts and omissions made or required in connection with this Agreement, reimbursements and refunds under this Section 6.9 are payment obligations subject to the Cure Period.

6.10 Funding Requirement; Partial Funding Election.

(a) Binding Funding Obligation. TCC shall raise and contribute not less than the Funding Requirement into Buyer on or before the Funding Deadline or the Extended Funding Deadline, as the case may be.

(b) Partial Funding; Seller Acceptance. If TCC funds a portion of the Funding Requirement and Seller deems such amount sufficient to begin providing services (confirmed by Seller accepting and commencing performance under the Consulting Agreement), then Seller’s $1.00 Re-acquisition Option (identified in Section 9.1) shall be null and void ab initio.

6.11 Additional Working Capital as Needed. TCC shall provide additional working capital to Buyer as reasonably needed to operate the Frame business and pursue development, subject to TCC’s and Buyer’s budgets and plans produced in cooperation with Buyer and the CBO, and subject to TCC’s business judgment, fiduciary duties, and access to capital. Any dispute over what constitutes “reasonably needed” shall be resolved under Article XI.

6.12 Access and Control. Seller will have delivered at or prior to Closing all items of access and control necessary to run the Frame business, subject only to expressly disclosed third-party restrictions.

6.13 Non-competition. Each of Seller and SD (for itself and himself, and on behalf of each of their respective Affiliates) hereby covenants and agrees that during the period beginning on the Closing Date and ending upon the seventh (7th) Anniversary of the Closing Date (the “Prohibition Term”), none of Seller, SD, or any such Affiliate will Compete, directly or indirectly, with the Business.

6.14 Non-Solicitation of Business Relationships, Employees and Contractors. Each of Seller and SD (for itself and himself and on behalf of each of their respective Affiliates) hereby covenants and agrees that, during the Prohibition Term, none of Seller, SD, or any such Affiliate will, directly or indirectly, solicit, or participate in any manner (as an owner, equity holder, financing source, director, manager, officer, employee, agent, representative, consultant, service provider or otherwise) in any solicitation of, any individual that has served as an employee or independent contractor of TCC or Buyer, or of any person or entity that has been a material customer, supplier or other business relation of TCC, at any time starting from the twenty-four (24) month period prior to the Closing Date.

6.15 Ownership and Control of Seller. Each of Consultant and SD covenants and agrees that (a) SD shall own at least 50% of Seller at all times, (b) there may not be more than one other holder of the equity of Seller, and (c) all voting and actions of Seller shall be under the full and absolute control of SD at all times.

ARTICLEVII

CONDITIONSTO CLOSING

7.1 Conditions to Buyer’s Obligations. Buyer’s obligation to consummate the Closing is subject to satisfaction or waiver of each of the following conditions: (a) SD’s and Seller’s representations and warranties are true and correct in all material respects; (b) Seller has delivered the Closing deliverables set forth in Section 3.2; and (c) no Law or Order or any third party does or will prohibit or challenge the Closing.

7.2 Conditions to Seller’s Obligations. Seller’s obligation to consummate the Closing is subject to satisfaction or waiver of each of the following conditions: (a) Buyer’s and TCC’s representations and warranties are true and correct in all material respects; and (b) Buyer/TCC have delivered the Closing deliverables set forth in Section 3.3; and (c) no Law or Order prohibits the Closing.

ARTICLEVIII

[INTENTIONALLYOMITTED]

ARTICLEIX

RE-ACQUISITIONAND BUY-SELL RIGHTS

9.1 Re-acquisition Option Upon Funding Failure.

(a) Option Grant. If the Funding Requirement is not satisfied by the later of (i) the Funding Deadline or (ii) the Extended Funding Deadline (as the case may be), and neither SD nor Seller has waived the Funding Requirement, in whole or in part (which waiver shall be deemed made by Seller’s acceptance and commencement of performance under the Consulting Agreement), then Seller shall have the right, but not the obligation, by signed notice to TCC, for a period of 30 days, to acquire from TCC 100% of the issued and outstanding Units of Buyer for a purchase price of $1.00 (the “Re-acquisition Option”). If Seller shall not properly exercise such option to acquire such Units of Buyer within 30 days, Seller’s option shall expire and this Section 9(a) will be null and void.

(b) Single-Signature Mechanics. TCC shall execute and deliver into escrow (with an escrow agent and with escrow instructions and terms agreed by each of TCC and Seller) an irrevocable stock power and assignment in blank for all Buyer Units and such other instruments as are reasonably necessary to effect the transfer thereof to Seller upon Seller’s proper and timely unilateral exercise of the Re-acquisition Option. The escrow agent’s instructions shall be reasonable and shall include the requirement of a signed and sworn attestation by SD and Seller that the Funding Requirement has not been satisfied by the Funding Deadline or the Extended Funding Deadline (as the case may be), and has not been waived, and that seven (7) Business Days have passed since such deadline date. Upon Seller’s written notice of exercise in accordance with such agreed instructions, the escrow agent shall release such Units to Seller, and TCC shall take all corporate actions required to give effect to the transfer.

(c) Return of CRCW Shares. If Seller exercises the Re-acquisition Option, Seller shall promptly return (or cause to be returned) to TCC any and all CRCW Shares and other shares of TCC common stock, if any, received by Seller or any of its Affiliates (if any), and any and all unvested milestone rights set forth on Schedule 7 and Schedule 8 shall terminate and be of no further effect.

(d) Effect. Upon consummation of the acquisition of Buyer pursuant to the Re-acquisition Option, the intellectual property (“IP”) of Seller, Buyer, and TCC shall be addressed as per Schedule 10.

9.2 Buy-Sell Upon Termination Event.

(a) Termination Events. Following written notice of breach from Seller to Buyer and TCC, each of the following shall constitute a “Termination Event” if it has not been waived or cured within the Cure Period:

(i) to the extent such right has not been eliminated pursuant to Section 6.5(c), failure to provide SD a voting seat on TCC’s Board of Directors within six (6) months after the date that TCC first meets the Funding Requirement, unless SD or Seller elects to delay such appointment or SD or Seller elects to waive the right entirely (as demonstrated by Seller’s acceptance and commencement of performance under the Consulting Agreement);

(ii) Failure to make required payments under the Employment Agreement or the Consulting Agreement;

(iii) any Change of Control of TCC or Buyer completed without SD’s or Seller’s participation or written consent (which shall not be unreasonably withheld, conditioned, or delayed);

(iv) any transfer, encumbrance, or incurrence of debt for borrowed monies that is prohibited by Section 6.3; or

(v) termination of Seller or Syring by TCC or Buyer without Cause under the Consulting Agreement or the Employment Agreement, respectively;

provided, that none of the foregoing shall constitute a Termination Event if it shall take place after the date that is five (5) years after the Closing Date (at which point this entire Section 9.2 shall become null and void).

(b) Buy-Sell in Case of a Termination Event. Upon the occurrence of any Termination Event, Seller shall have the right for 60 days beyond the relevant Cure Period to provide TCC with Seller’s offer to purchase Buyer from TCC (or, at Seller’s election, specified Acquired Assets from Buyer, including without limitation the live blockchain and all related infrastructure). To exercise such right, Seller shall deliver a written notice (“Seller’s Offer Notice”) to TCC that includes all relevant information regarding such offer from Seller, including, without limitation, the form, timing, and amount of consideration to be delivered to TCC by Seller and, if such an agreement has been prepared, the form of agreement pursuant to which such purchase would be made. TCC will have 60 days to consider Seller’s offer as outlined in Seller’s Offer Notice and to match that offer, with delivery of the consideration to take place within 60 days of the date that TCC exercises its matching right (provided, however, if the Seller’s purchase price offer consists of or includes non-cash consideration, TCC shall have the option of delivering funds or shares of TCC common stock equal in fair-market value to the fair-market value of such non-cash consideration). If TCC fails to match Seller’s offer in such fashion within 60 days, or if TCC matches Seller’s offer but then fails to deliver the agreed consideration to Seller within 60 days of the date TCC matches the offer, then Seller may demand that TCC sell Buyer (or the desired portion of the Acquired Assets) to Seller on the basis of Seller’s original offer terms. If Seller fails to deliver the consideration owed TCC within 60 days of TCC’s determination not to, or failure to, match Seller’s offer, then Seller’s entire opportunity under this Section 9.2 to purchase Buyer (or certain of the Acquired Assets) shall expire and become null and void, and Seller shall have no further right to purchase Buyer or any of its assets or to revisit Seller’s rights under this Section 9.2.

(c) For purposes of clarification, the actions of the Parties described by this Section 9.2 are the only actions that may be taken by the Parties when a Termination Event takes place.

(d) Transferred Assets. Any purchase under Section 9.2(b) by Seller shall include transfer to Seller of all repositories, domains, credentials, signing keys, validator access, and infrastructure necessary to operate the blockchain, as described on Schedule 1.

(e) Effect on Milestone Equity. All milestone equity bonuses (including those defined in Schedule 7) shall be null and void if Seller consummates a purchase of Buyer or any of the specified Acquired Assets.

ARTICLEX

INDEMNIFICATION

10.1 Indemnification by Seller; Joint and Several Liability. Subject to the terms and limitations of this Article X and any Cure Period, SD and Seller shall, jointly and severally, indemnify, defend, and hold harmless Buyer, TCC, and each of their respective Affiliates and Representatives (collectively, the “Buyer Indemnified Parties”), from and against any and all Losses arising out of or resulting from: (a) any breach of any representation or warranty of SD or Seller contained in this Agreement or any Ancillary Agreement; (b) any breach of any covenant or agreement of SD or Seller contained in this Agreement or any Ancillary Agreement; and (c) any Excluded Liabilities. Notwithstanding any other provision of this Agreement or of any Ancillary Agreement, SD and Seller are jointly and severally liable for the indemnification obligations set forth in this Article X (other than those set forth in Section 10.2) and for all of SD’s and Seller’s representations and warranties, covenants, and obligations.

10.2 Indemnification by Buyer and TCC. Subject to the terms and limitations of this Article X and any Cure Period, Buyer and TCC shall, jointly and severally, indemnify, defend, and hold harmless Seller and SD and each of their respective Affiliates and Representatives (collectively, the “Seller Indemnified Parties”) from and against any and all Losses arising out of or resulting from: (a) any breach of any representation or warranty of Buyer or TCC contained in this Agreement or any Ancillary Agreement; (b) any breach of any covenant or agreement of Buyer or TCC contained in this Agreement or any Ancillary Agreement; (c) any Assumed Liabilities; and (d) any failure to timely perform or pay any guaranteed obligations (other than the Funding Requirement), including without limitation reimbursement severance, funding, and milestone equity issuance obligations, to the extent such obligations are expressly payable under this Agreement and the Ancillary Agreements.

10.3 Survival. (a) The representations and warranties of the Parties in this Agreement shall survive the Closing for eighteen (18) months, except that (i) Fundamental Representations shall survive until the expiration of the applicable statute of limitations, and (ii) claims for Fraud or intentional misrepresentation or omission shall survive indefinitely. (b) The covenants and agreements of the Parties that by their nature are to be performed after the Closing shall survive for the period of such performance (or, if a specific survival period is stated, for such stated period).

10.4 Limitations; Basket and Cap. (a) Except with respect to Fundamental Representations and Fraud, the aggregate liability of Seller for breaches of Seller’s representations and warranties shall not exceed an amount equal to the value of the Purchase Price actually delivered to Seller (including without limitation the VWAP of the CRCW Shares and other shares of TCC common stock issued to Seller for the 10 trading days immediately prior to the date of such issuance). (b) Except with respect to Fundamental Representations and Fraud, the aggregate liability of Buyer and TCC for breaches of their representations and warranties shall not exceed an amount equal to the value of the Purchase Price actually delivered to Seller (including without limitation the VWAP of the CRCW Shares and other shares of TCC common stock issued to Seller for the 10 trading days immediately prior to the date of such issuance plus any amounts otherwise expressly payable as payment obligations). (c) Except with respect to Fundamental Representations, Fraud, and payment obligations that are expressly payable under this Agreement (including without limitation Section 6.5, and Section 6.9, and Article IX hereof), no Party shall be liable for indemnification under Section 10.1 or Section 10.2 unless and until the aggregate amount of Losses exceeds a deductible basket of ten percent (10.0%) of the value of the Purchase Price actually delivered to Seller (as determined above in this Section 10.4), at which time the Indemnifying Party shall be liable only for Losses in excess of such basket.

10.5 Third-Party Claims. (a) If any Indemnified Party receives notice of a Third-Party Claim that may give rise to indemnification hereunder, such Indemnified Party shall promptly notify the Indemnifying Party in writing. (b) The Indemnifying Party shall have the right to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party, provided that the Indemnifying Party acknowledges in writing its obligation to indemnify and such defense is diligently conducted. (c) Indemnified Parties may participate in the defense at their own expense. (d) Absent the written consent of the Indemnified Party, Indemnifying Party shall not settle any Third-Party Claim without the relevant Indemnified Party’s prior written consent (not to be unreasonably withheld, conditioned, or delayed) if such settlement (i) imposes injunctive or other non-monetary relief on the Indemnified Party, (ii) includes an admission of wrongdoing by the Indemnified Party, or (iii) does not include an unconditional general release of the Indemnified Party.

10.6 Direct Claims. Any Indemnified Party seeking indemnification for Losses not involving a Third-Party Claim shall provide written notice to the Indemnifying Party describing the claim in reasonable detail, including without limitation, to the extent practicable, the factual basis and a good-faith estimate of the Losses. The Indemnifying Party shall have thirty (30) days to respond with acceptance or to begin a written dispute. Disputes shall be resolved pursuant to Article XI.

10.7 Mitigation; Insurance; No Double Recovery. Each Indemnified Party shall use commercially reasonable efforts to mitigate Losses. Indemnification shall be reduced by any amounts actually recovered by the Indemnified Party under applicable insurance policies or from third parties with respect to the same Losses (net of reasonable costs of recovery). No Party shall be entitled to double recovery for the same Losses under multiple theories or provisions of this Agreement.

10.8 Exclusive Remedy. Except for (a) claims based on Fraud or intentional misrepresentation, (b) claims for equitable relief (including without limitation specific performance and injunctive relief), (c) claims for payment obligations expressly payable under this Agreement or the Ancillary Agreements, and (d) claims for Excluded Liabilities and Assumed Liabilities as applicable, the indemnification provisions of this Article X shall be the exclusive post-Closing remedy for monetary damages arising out of this Agreement.

ARTICLE XI

DISPUTE RESOLUTION; ARBITRATION

11.1 Arbitration. Any and all disputes, claims, or controversies arising out of or relating to this Agreement, the Ancillary Agreements, or the transactions contemplated hereby (including without limitation with respect to (a) whether or not Cause exists, (b) whether or not a Termination Event has occurred, (c) any valuation dispute, or (d) enforcement of the Re-acquisition Option) shall be resolved exclusively by final and binding arbitration administered by the JAMS on the terms set forth in this Article XI before a single arbitrator in accordance with JAMS’ domestic Commercial Arbitration Rules, except to the extent such rules are particularized or modified below.

11.2 Venue. The arbitration shall be held in Clark County, Nevada.

11.3 Interim Relief. A Party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction located in Clark County, Nevada, to prevent irreparable harm pending arbitration.

11.4 Arbitrator. The arbitration shall be conducted by a single arbitrator with substantial experience in mergers and acquisitions and director or consultant performance disputes.

11.5 Fees and Costs. To the extent arbitration is demanded via JAMS, during the first five (5) years following the Closing the costs of arbitration (i.e., JAMS fees and the fees of the arbitrator) shall be allocated 75% to TCC/Buyer and 25% to Seller; provided, that all attorneys’ fees and costs and other costs incurred by the respective Parties (such as, without limitation, experts, transportation and lodging, transcripts, printing, exhibits, and the like) shall belong exclusively thereto. No claim or other action relating in any way to SD or the Consulting Agreement or any of the provisions thereof shall be deemed to be a claim by an employee.

11.6 Confidentiality. The arbitration shall be confidential, and the existence, content, and results thereof and therefrom shall not be disclosed to any person or entity except as required by Law or as necessary to enforce an award.

ARTICLE XII

MISCELLANEOUS

12.1 Governing Law. This Agreement and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflicts of laws principles or those of any other jurisdiction.

12.2 Submission to Jurisdiction. Subject to Article XI, each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Clark County, Nevada for any action seeking injunctive relief or to enforce an arbitration award.

12.3 Assignment. No Party may assign this Agreement or any of the Ancillary Agreements without the prior written consent of the other Part(ies) thereto, except that TCC may assign any of the same to an Affiliate thereof so long as TCC remains fully liable hereunder or thereunder; provided that any assignment that would, if consummated, constitute a Change of Control may only be deemed not to be a Change of Control with Seller’s consent pursuant to Section 6.12.

12.4 Notices. All notices shall be in writing and delivered by (i) personal delivery, (ii) nationally recognized overnight courier, or (iii) email with confirmation of receipt, to the addresses set forth on Schedule 11.

12.5 Entire Agreement; Amendment. This Agreement (including without limitation all its schedules and exhibits and all Ancillary Agreements) constitutes the entire agreement between and among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written, oral, or implied. None of this Agreement, its schedules and exhibits, or any of the Ancillary Agreements may be modified or amended other than via a writing signed by each of the relevant Parties.

12.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one instrument. Electronic signatures and PDF counterparts are effective.

12.7 Severability. If any provision of this Agreement, its schedules and exhibits, or any of the Ancillary Agreements is held invalid or unenforceable, the remaining provisions of such document will remain in full force and effect.

12.8 No Waiver. No failure or delay by any Party in exercising any right shall operate as a waiver thereof, and no individual instance of a waiver shall be deemed to constitute a waiver of any further action.

INWITNESS WHEREOF, the Parties have executed this Asset Purchase Agreement as of the Effective Date.

BUYER:

FrameIntelligence, LLC, a Nevada limited liability company

By its Manager:

The Crypto Company, Inc., a Nevada corporation

By:
	Ron<br>Levy, Chief Executive Officer

TCC: **

TheCrypto Company, Inc., a Nevada corporation

By:
	Ron<br>Levy, Chief Executive Officer
SD:
---

SeanDocherty, individually

SELLER:

FrameHoldings Ltd, an exempted Cayman Islands company

By:
	Sean<br>Docherty, authorized officer

** Only with respect to purposes specifically and expressly set forth in this Agreement.

SCHEDULES AND EXHIBITS

Schedule 1 – Acquired Assets

Schedule 2 – Excluded Assets

Schedule 3 – Assumed Liabilities

Schedule 4 – Personnel; Services Terms

Schedule 5 – Cause Definitions; CBO Leadership Framework

Schedule 6 – Permitted Liens

Schedule 7 – Equity Milestones and Issuance Mechanics

Schedule 8 – Compensation Milestones

Schedule 9 – Definition of Change of Control

Schedule 10 – IP License Back

Schedule 11 – Notice Information

Schedule 12 – Disclosures Relating to SD and Seller Representations and Warranties

Exhibit A – Bill of Sale and Assignment

Exhibit B – IP Assignment Agreement

Exhibit C – Form of Consulting Agreement

EXHIBITA – BILL OF SALE AND ASSIGNMENT

This Bill of Sale and Assignment (this “Bill of Sale”) is made as of March 20, 2026, by Frame Holdings Ltd, a Cayman Islands exempted company with company registration number 423415 (“Assignor”), in favor of Frame Intelligence, LLC, a Nevada limited liability company (“Assignee”), pursuant to that certain Asset Purchase Agreement dated as of March 20, 2026 (the “Agreement”). Capitalized terms used but not defined herein have the meanings set forth in the Agreement.

1. Transfer. Assignor hereby sells, assigns, conveys, transfers, and delivers to Assignee all of Assignor’s right, title, and interest in and to Frame and the Acquired Assets (as defined in the Agreement), free and clear of all Liens (other than Permitted Liens, if any, disclosed on the Schedules).

2. Further Assurances. Assignor shall execute and deliver such further instruments and take such further actions as Assignee may reasonably request to effectuate the transfer contemplated hereby.

3. Governing Law. This Bill of Sale shall be governed by the laws of the State of Nevada.

IN WITNESS WHEREOF, Assignor has executed this Bill of Sale as of the date first written above.

ASSIGNOR:

FrameHoldings Ltd, an exempted Cayman Islands company

By:
	Sean<br> Docherty, authorized officer

EXHIBITB – IP ASSIGNMENT AGREEMENT

This Intellectual Property Assignment (this “IP Assignment”) is made as of March 20, 2026, by Frame Holdings Ltd, a Cayman Islands exempted company with company registration number 423415 (“Assignor”), in favor of Frame Intelligence, LLC, a Nevada limited liability company (“Assignee”), pursuant to that certain Asset Purchase Agreement dated as of March 20, 2026.

Assignor hereby irrevocably assigns to Assignee all right, title, and interest in and to all intellectual property associated with or included in the Acquired Assets, including without limitation all copyrights, source code, algorithms, processes, patents, trademarks, trade secrets, know-how, inventions, and related rights, together with all rights to sue for past, present, and future infringement or misappropriation and to recover damages and other remedies.

Assignor shall execute such confirmatory assignments as may be reasonably requested to record or perfect the foregoing assignments.

Governing Law: Nevada.

ASSIGNOR:Frame Holdings Ltd, an exempted Cayman Islands company

By:
	Sean<br> Docherty, authorized officer

EXHIBITC

FORMOF CONSULTING AGREEMENT

Exhibit10.2

CONSULTINGAGREEMENT

This Consulting Agreement (this “Agreement”) is made as of March 20, 2026 (the “Effective Date”), by and between FrameHoldings Ltd, an exempted Cayman Islands company with company registration number 423415 (“Consultant”), and The CryptoCompany, a Nevada corporation (“TCC”).

WITNESSETH:

WHEREAS, that certain Asset Purchase Agreement between Consultant and TCC, et al., dated as of March 20, 2026 (the “APA”), contemplates that TCC will enter into this Agreement with Consultant as the Consulting Agreement referenced therein;

WHEREAS, the parties intend this Agreement to conform to the APA, and not to conflict with the APA in any respect; and

WHEREAS, the parties wish to set forth the terms and conditions pursuant to which Consultant will provide the Services (as defined below) to TCC and TCC Frame;

NOW,THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Consultant and TCC agree as follows:

ARTICLEIDEFINITIONS; RELATIONSHIP TO ASSET PURCHASE AGREEMENT

1.1Defined Terms.

**“APA”**has the meaning set forth in the recitals.

**“Cause”**means, solely for purposes of this Agreement and any severance, milestone, or related rights incorporated herein, any of: Fraud, Willful Misconduct, Breach of Fiduciary Duty, Breach of Contract, or Crime, in each case as set forth in Schedule 1.

“ClosingDate” means the date on which the closing under the APA occurs.

“ConfidentialInformation” means all non-public information concerning TCC, TCC Frame, Consultant, SD, the Services, or the transactions contemplated by the APA.

“CurePeriod” means the thirty (30)-day period following receipt of written notice of the applicable breach, prospective Termination Event, or other curable matter from the non-breaching party to the breaching party; provided, however, that if the applicable matter is not capable of cure, no Cure Period shall apply.

**“Frame”**has the meaning given to such term in the APA.

“FundingRequirement” has the meaning given to such term in the APA.

**“Incapacity”**means the inability to properly and timely perform all of Consultant’s tasks due to mental or physical limitations of SD for any 60 consecutive-day period or for any 120 days within any 12-month period.

“ServiceCommencement Date” means the date on which TCC meets the Funding Requirement, or such earlier date as Consultant shall commence of actual Services and TCC shall begin payments to Consultant under this Agreement.

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**“Services”**means the consulting, executive, strategic, technical, architectural, business-development, administrative, reporting, oversight, and related services to be provided by Consultant for TCC and TCC Frame under this Agreement, including without limitation the duties and authorities associated with SD’s service as Chief Blockchain Officer of TCC as set forth in this Agreement and Schedule 1.

“SD” means Sean Docherty, the individual who will provide Consultant’s Services.

“TCCFrame” means Frame Intelligence, LLC, a Nevada limited liability company and subsidiary of TCC that holds Frame and the Frame blockchain as its primary assets.

**“Term”**has the meaning set forth therefor in Section 1.

“TerminationEvent” means any event expressly identified in this Agreement as a Termination Event, including without limitation (a) any failure by TCC, directly or indirectly, to pay any material amount due to Consultant under any express consulting, reimbursement, or expense obligation that continues beyond the Cure Period, (b) any termination of Consultant by TCC without Cause, and (c) any failure to provide the board rights expressly set forth in Section 12 that continues beyond the Cure Period.

1.Term and Termination.

This Agreement shall have a term that runs from the Effective Date until such date as Consultant or TCC shall terminate this Agreement, or it shall terminate automatically, in accordance with its terms (the “Term”).

Effective at the Service Commencement Date, TCC shall invite SD to serve, and SD shall serve, as Chief Blockchain Officer (“CBO”) of TCC with the role definition, oversight authority, and delegation framework associated with such officership as set forth on Schedule 1.

TCC shall have the right at all times to terminate this Agreement, with or without Cause, by written notice to Consultant. Only TCC, and not TCC Frame, may terminate this Agreement. If TCC terminates Consultant without Cause, such termination shall constitute a Termination Event subject to the Cure Period.

If TCC terminates Consultant for Cause, TCC shall specify the applicable basis for Cause in reasonable detail in its written notice and, to the extent the asserted Cause is capable of cure, Consultant shall have the Cure Period to cure the same. Any unauthorized substitution of personnel, any failure by Consultant to cause SD personally to perform the Services, or any failure by Consultant or SD to execute and comply with Exhibit B shall constitute a material breach of this Agreement that cannot be cured.

Any failure by TCC, directly or indirectly through TCC Frame, to pay any material amount due to Consultant under an express consultant, reimbursement, or expense obligation shall constitute a Termination Event with respect to Consultant unless cured within the Cure Period.

Consultant may terminate this Agreement only upon written notice to TCC following the occurrence and continuation, beyond the Cure Period, of a Termination Event or another material breach of this Agreement by TCC. Except as expressly set forth in Section 3 below and the APA, no termination by Consultant shall entitle Consultant, SD, or any affiliate of either of them, to severance, damages, or any other post-Term compensation.

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Upon termination of this Agreement for any reason, absent the written consent or request of TCC, Consultant shall immediately cease holding itself out as being authorized to provide Services on behalf of TCC, shall cause SD immediately to cease acting as CBO or a director of TCC, or otherwise, on behalf of TCC, and shall comply promptly and fully with Sections 4, 5, 6, 8, 9, 10, 11, 13 and 14, Schedule 1, Exhibit A and Exhibit B.

2.Services; Delivery Requirements.

Consultant shall provide such executive, strategic, technical, architectural, business-development, administrative and reporting services as TCC may request from time to time, it being understood and agreed that Consultant shall provide all such Services solely through SD and that no individual other than SD may perform any of the Services. Neither Consultant nor SD shall assign, delegate, subcontract or otherwise transfer any portion of the Services or the responsibility therefor other than as specifically and expressly set forth in Schedule 1.

The Services shall include, without limitation, the strategic leadership, architectural oversight and executive decision-making associated with the CBO role, together with the additional responsibilities described in Schedule 1. The Services will be rendered to TCC and for the benefit of TCC Frame, but Consultant acknowledges that SD is a TCC officer and not an officer, employee or manager of TCC Frame.

Consultant shall cause SD to devote such business time, attention and effort to the Services as is reasonably necessary for the faithful and timely performance of the Services and the discharge of SD’s duties as CBO. Consultant shall cause SD to perform the Services diligently, faithfully and in a professional manner, in compliance with all applicable laws and all lawful and reasonable written policies of TCC that are furnished to Consultant in writing and are generally applicable to senior executives or consultants performing similar services. With respect to budgets, material contracts and operating matters involving TCC Frame, Consultant shall consult with TCC as requested by the TCC Board or senior executive management of TCC. Without limiting the foregoing, Consultant shall cause SD to report to senior management at TCC at least monthly, and to respond to all questions therefrom in a timely and reasonably comprehensive manner.

Without limiting any other restriction binding on Consultant or SD under the APA or otherwise, neither Consultant nor SD shall engage in any activity or have any relationship that conflicts with, interferes with, or materially detracts from the faithful performance of the Services, nor shall Consultant or SD use TCC time, systems, information or resources for any non-TCC purpose except as expressly authorized in writing by TCC.

3.Compensation; Taxes; Severance.

Subject to the terms of the APA, TCC shall pay Consultant consulting compensation at the rate of Twenty Thousand Dollars ($20,000) per month, payable in arrears in accordance with TCC’s ordinary accounts-payable practices following receipt of an appropriate invoice from Consultant, with compensation increases as set forth on Schedule 3.

Subject to the terms of Section 6.5(c) of the APA and Schedule 2, TCC shall issue shares of TCC common stock to Consultant in amounts, and in tranches tied to milestones, as set forth on Schedule 2. Any and all issuances of TCC shares to Consultant under this Agreement shall be made subject to Consultant’s execution and delivery of stock acquisition or stock issuance agreements containing securities transfer, accreditation, and other representations, warranties, covenants, undertakings, legends, and transfer restrictions, as are acceptable to TCC and consistent with applicable law.

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To the extent approved in advance and in writing by TCC senior management other than SD or otherwise incurred pursuant to a known and approved budget or policy of TCC, TCC shall reimburse Consultant for all reasonable, documented, out-of-pocket business expenses actually paid to unaffiliated third parties by Consultant or SD in the performance of the Services. Such reimbursement shall be subject to TCC’s receipt of reasonably detailed invoices and other supporting documentation. None of the foregoing limits TCC’s obligations to Consultant under Section 6.9 of the APA.

As between TCC and TCC Frame on the one hand, and Consultant and SD on the other, Consultant and SD shall be solely responsible for payment of any income, gross revenue, or other entity or business taxes, all employment taxes, personal and real property taxes, premiums and deductibles on any insurances, and any other taxes, fees, amounts, costs, or obligations that Consultant or SD or any of Consultant’s affiliates, principals, employees, contractors, or associates, may incur in connection with Consultant’s or SD’s income or performance of Services or otherwise. TCC may withhold from any payments hereunder any amount required to be withheld by applicable law.

If TCC shall terminate this Agreement, TCC shall owe Consultant only (a) accrued and unpaid monthly consulting compensation through the effective date of such termination, (b) properly documented and pre-approved reimbursable expenses actually paid to unaffiliated third parties through such date, and (c) severance and continued milestone rights (if any) expressly required by the APA and this Agreement.

If Consultant shall be the party that terminates this Agreement under any circumstance other than the occurrence of a Termination Event that is not cured by TCC or TCC Frame within the applicable Cure Period, then (i) TCC shall only owe Consultant amounts that are due and owing and unpaid under clauses (a) and (b) of the immediately preceding paragraph as of the date of termination, (ii) Section 6.6 of the APA shall no longer be effective, and (iii) neither of clauses (a) and (b) of Section 6.5 of the APA shall be of any effect. No quantum meruit or other or similar basis for a claim by Consultant or SD against TCC shall apply under any circumstances.

If Consultant is terminated by TCC for any reason other than Cause, Incapacity, or death, then severance shall be payable by TCC to Consultant as follows: (i) if such termination occurs during the first year following the Services Commencement Date, severance equal to two (2) years of base compensation (cash equivalent); and (ii) if such termination occurs after the first anniversary of the Services Commencement Date, severance equal to one (1) year of base compensation (cash equivalent). If Consultant is terminated because of SD’s death or Incapacity, then severance shall be payable by TCC to Consultant in an amount equal to one (1) year of base compensation.

Except as specifically and expressly set forth in this Agreement and the APA, neither Consultant nor SD shall be entitled to any payment, salary, employee benefit, bonus, commission, equity, reimbursement, severance or other compensation from TCC or any of TCC’s Affiliates (as such term is defined in the APA).

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4.Confidentiality of Terms.

Consultant covenants and agrees that Consultant shall not at any time divulge, directly or indirectly, in whole or in part, any project or work undertaken in connection with TCC or TCC Freme or this Agreement to, or communicate, directly or indirectly, as to the same with, any person or entity other than Consultant’s legal counsel. All inquiries regarding the Services, and all questions from others regarding the nature or terms of Consultant’s relationship with TCC or with respect to any project or work undertaken in connection with this Agreement, must be referred promptly and entirely to TCC’s Chief Executive Officer.

5.Trade Secrets and Confidential Information; Nondisclosure and Non-Use.

Other than at the specific and prior written direction of TCC, Consultant agrees to keep confidential and not to disclose or make any use of (except for the sole benefit of TCC), at any time, either during or subsequent to Consultant’s engagement under this Agreement, any Trade Secret or Confidential Information that Consultant, SD or any of their respective affiliates, agents or representatives may produce, obtain or otherwise acquire or become aware of during the course of Consultant’s engagement under this Agreement.

Consultant agrees not to deliver, reproduce or in any way allow any such Trade Secret or Confidential Information, knowledge, data or other information (or any documentation relating thereto or referenced above) to be delivered or used by any person or entity other than in accordance with the terms of this Agreement and for the sole benefit of TCC. “Trade Secrets and Confidential Information” means information (in whatever form and however disclosed by TCC to Consultant before, on or after the Effective Date) that relates to TCC’s business or assets, to TCC Frame’s business or assets, or to the relationship between Consultant and TCC, including, without limitation, business, financial and technical materials, information and data, names of contractors, suppliers, proprietary software, databases, tools, knowledge, data or other information relating to products, processes, know-how, designs, formulas, test data, customer lists, business plans, marketing plans and strategies, pricing, fees, pricing strategies or other subject matters pertaining to TCC, TCC Frame, this Agreement, the APA or any work undertaken in connection with this Agreement.

Without limiting any of the foregoing, Consultant shall cause SD promptly to execute and deliver, and thereafter strictly to comply with, the Proprietary Information and Invention Assignment Agreement attached hereto as Exhibit B, which shall be an independent and binding agreement. The provisions of Section 4, Section 6, and this Section 5, shall be in addition to, and shall not supersede or diminish, the terms of any non-disclosure, non-use, non-solicitation, invention assignment or similar agreement signed by Consultant or SD in favor of TCC or Buyer.

6.Work for Hire; Ownership of Intellectual Property.

Consultant understands and agrees that all of Consultant’s and SD’s work and the results thereof in connection with TCC or the Services, whether made solely by Consultant or SD or jointly with others, that relate in any manner to the actual or anticipated business, work, activities, research or development of TCC, TCC Frame, their affiliates, or their customers, or that result from or are suggested by any task assigned to Consultant or SD or any activity performed by Consultant or SD on behalf of TCC or any of its affiliates or customers, are, and shall at all times be, the sole property of TCC or its designee.

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To the extent necessary to ensure that any and all of the intellectual property, work product and other assets described in this Section 6 shall belong solely to TCC or its designee, Consultant (by Consultant’s execution of this Agreement) hereby transfers and assigns to TCC any and all right and interest Consultant may possess now or in the future in such intellectual property, work product and other assets without restriction of any kind. Consultant shall cause SD to execute such further assignments, instruments and assurances as TCC may reasonably request to evidence, perfect, maintain or enforce the foregoing.

Without limiting the foregoing, TCC’s communication and information systems (including, without limitation, its telephone, computer, electronic mail, instant messenger, slack, voicemail and other communication systems and all information and data created residing at any time on or at any time using the same, directly or indirectly) are TCC’s sole property to be used for the sole benefit of TCC, and all communications, messages, documents or other forms of information, in hard copy and in electronic form, are the sole property of TCC and are also considered TCC’s records. TCC may therefore, at any time, access, review, copy, disseminate, publish, use or otherwise take any action it deems desirable with respect to such systems and records with or without Consultant’s or SD’s consent.

7.No Partnership; Not Employee; Not Assignable by Consultant.

This Agreement is between independent contractors and shall not form or be deemed to form a partnership or joint venture. Notwithstanding the fact that Consultant or SD may have the use of TCC’s computer network, telephone or other communications systems or TCC’s email system or may have one or more telephone numbers, voicemail inboxes or email addresses using SD’s name and TCC’s domain name, under no circumstances shall Consultant or SD be deemed an employee of TCC or any of its affiliates or customers at any time.

No claim or other action relating in any way to SD or this Agreement or any of the provisions hereof shall be deemed to be a claim by an employee. Neither Consultant nor SD shall be eligible to participate in any employee benefit plan of TCC or any affiliate thereof by virtue of this Agreement.

TCC’s rights, benefits, duties and obligations under this Agreement shall inure to its successors and assigns, and TCC may assign this Agreement to an affiliate so long as TCC remains fully liable hereunder. Consultant’s rights, obligations and duties under this Agreement are personal to Consultant and may not be assigned.

8.Trade Secrets and Confidential Information of Others.

Consultant represents that Consultant’s and SD’s performance of all the terms of this Agreement do not and will not breach any agreement to keep in confidence any trade secret, proprietary information, knowledge or data acquired by Consultant or SD in confidence or in trust prior to Consultant’s engagement under this Agreement, and Consultant and SD will not disclose to TCC or TCC Frame or induce TCC or TCC Frame to use any confidential or proprietary information or material belonging to any other person or entity. Consultant agrees not to enter into any agreement, or permit to exist any relationship or understanding, either written or oral, that could be in conflict with this Section 8.

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9.Non-Solicitation.

Without limiting any of the provisions of the APA, throughout the Term, and for eighteen months thereafter, Consultant and SD shall not, directly or indirectly, alone or in association with others (i) solicit, induce or encourage (or suggest that any other party solicit, induce or encourage) any employee, consultant or independent contractor of TCC or TCC Frame or any of their respective affiliates to leave the employ or service of TCC or TCC Frame or any such affiliate or terminate, limit, or modify any such party’s contract or arrangement with TCC or TCC Frame or any such affiliate, or attempt to do any of the same, or (ii) solicit for employment, hire, or otherwise engage pursuant to an arrangement as an independent contractor, employee, partner or otherwise, or suggest or permit any other party to do any of the same (or attempt to do any of the same) with respect to any employee, consultant or contractor of TCC or TCC Frame or any person who is or was employed by TCC or TCC Frame or any affiliate thereof or any party that has or had a relationship with TCC or TCC Frame or any affiliate thereof as a contractor, partner or otherwise from whom or pursuant to which TCC or TCC Frame or any affiliate thereof obtains or obtained services.

10.Consultant’s Representations, Warranties and Covenants.

Consultant represents, warrants, covenants, understands and agrees that: (i) Consultant is duly organized, validly existing and in good standing under the laws of the Cayman Islands and is free to enter into this Agreement and to perform the Services hereunder; (ii) SD owns at least fifty percent (50%) of the equity of Consultant, there shall not be more than one other equity holder of Consultant, and all voting power and control of Consultant shall remain under the full and absolute control of SD at all times during the Term; (iii) Consultant is not obligated or a party to any engagement, commitment or agreement, with any person or entity, that will, does, or could conflict with or interfere with Consultant’s full and faithful performance of this Agreement; (iv) other than as required by law, Consultant shall not at any time divulge, directly or indirectly, any of the terms of this Agreement or the nature or terms of any Services performed in connection herewith to any person or entity other than Consultant’s legal counsel;

(v) Consultant shall not use any material or content of any kind in the course of Consultant’s work or the Services that is copyrighted or owned or licensed by a party other than TCC, TCC Frame or Consultant or that would or could infringe the rights of any other party; (vi) Consultant shall not use in the course of Consultant’s performance under this Agreement or in the Services, and shall not disclose to TCC or TCC Frame any confidential information or trade secret belonging, in part or in whole, to any third party; (vii) Trade Secrets and Confidential Information of TCC and/or TCC Frame constitute information that derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from their disclosure or use and that are the subject of efforts that are reasonable under the circumstances to maintain their secrecy; (viii) Consultant shall at all times perform in accordance with all the terms of this Agreement;

(ix) no statement, representation, promise, or inducement has been made to Consultant, in connection with the terms of this Agreement, the execution hereof or otherwise, except as is expressly set forth in this Agreement, the APA and the ancillary agreements contemplated thereby; and (x) CONSULTANT UNDERSTANDS ALL OF THE TERMS OF THIS AGREEMENT AND THE EXHIBITS ATTACHED HERETO AND INCORPORATED HEREIN AND HAS REVIEWED THIS AGREEMENT AND SUCH EXHIBITS FULLY AND IN DETAIL AND HAD THE OPPORTUNITY TO CONSULT WITH QUALIFIED AND INDEPENDENT LEGAL COUNSEL PRIOR TO AGREEING TO EACH AND ALL OF THE PROVISIONS OF THIS AGREEMENT AND SUCH EXHIBITS.

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11.Indemnity; Equitable Relief.

Consultant agrees to indemnify TCC and its affiliates, including TCC Frame, and their respective officers, directors, managers, employees, agents, successors and assigns for any and all losses, costs, liabilities or damages arising out of or in connection with (a) any breach or violation by Consultant or SD of any of Consultant’s or SD’s representations, warranties, obligations or covenants set forth in this Agreement, the APA, Exhibit B or any ancillary agreement contemplated thereby, or (b) any act or omission by Consultant, SD, or any of Consultant’s affiliates, agents, employees, employers, principals, partners, independent contractors or alter egos, of or with respect to any of the terms of this Agreement (in each case under either of clauses (a) and/or (b) whether or not resulting from third-party claims), including, without limitation, any reasonable disbursements, costs and fees incurred by TCC to make itself or any of its affiliates whole or in the repair or amelioration of any such breach or violation, act or omission, in an attempt to minimize the harm or potential for harm caused thereby, or in the collection of indemnity from Consultant or the pursuit thereof. Consultant acknowledges and agrees that a breach or violation of any portion of this Agreement could result in substantial and irreparable injury to TCC and/or TCC’s affiliates and that neither TCC nor its affiliates would have an adequate remedy at law with respect to such a violation. Consultant therefore agrees that in the event of an actual or threatened breach or violation hereof (an “Event”), TCC shall have the right to obtain, in addition to any other remedy or remedies that may become available at law, equitable relief, including temporary and/or permanent injunctive relief, in order to stop or minimize any Event and the damages that would or could be caused thereby, and Consultant shall not urge as a defense that there is an adequate remedy at law.

12.Board Rights; D&O Insurance; Indemnification.

Effective upon commencement of Consultant’s services to TCC, SD shall have the right to attend meetings of TCC’s board of directors (excluding sessions involving attorney-client privileged matters, conflicts, or compensation or performance matters specific to Consultant) as a non-voting, non-participating, observer representative of Consultant (“Board Observer”) and shall receive the same board materials provided to TCC directors (other than as may relate to Consultant’s compensation or performance), subject at all times to confidentiality.

TCC shall cause SD to be appointed as a voting member of TCC’s Board of Directors as Consultant’s representative within six (6) months of the date that TCC first meets the Funding Requirement or such requirement is waived by Consultant (including by Consultant’s acceptance and commencement of performance under this Agreement). If such directorship is not granted to SD within such period, then (at Consultant’s election, stated in writing and subject to the Cure Period) (i) SD shall automatically be appointed as a director, and TCC shall take all corporate actions necessary to effect such appointment, or (ii) such failure shall constitute a Termination Event.

During the time that SD is a member of TCC’s Board of Directors, TCC shall ensure that (a) directors’ and officers’ insurance covers SD in SD’s capacity as a director in a manner consistent with coverage provided to TCC’s other directors, and (b) TCC and TCC Frame will provide indemnification to SD with respect to third-party claims to the fullest extent permitted by Nevada law. Such insurance and indemnification will be documented in this Agreement and via a separate indemnification agreement (if such an agreement is customarily provided to TCC executives).

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13.Governing Law; Arbitration.

This Agreement shall be subject to and construed in accordance with the laws of the State of Nevada applicable to agreements entered into and to be performed fully therein and without giving effect to conflicts of laws principles thereof.

In the event of any dispute in connection with the Services, this Agreement, the APA or the ancillary agreements contemplated thereby that cannot be resolved privately between the parties, resolution of such dispute shall be through binding arbitration applying Nevada law exclusively and conducted in Clark County, Nevada under the rules of JAMS then in effect that are not contrary to any other provision of this Agreement. The arbitration shall be conducted by a single arbitrator with substantial experience in mergers and acquisitions and director or consultant performance disputes.

Nothing contained in this Section 13 shall limit TCC’s right to seek temporary restraining orders, injunctive relief or other equitable relief in any court of competent jurisdiction located in Clark County, Nevada. CONSULTANT UNDERSTANDS THAT BY AGREEING TO ARBITRATION IN THE EVENT OF A DISPUTE BETWEEN TCC AND CONSULTANT, CONSULTANT IS EXPRESSLY WAIVING CONSULTANT’S RIGHT TO REQUEST A TRIAL BY JURY IN A COURT OF LAW.

To the extent arbitration is demanded via JAMS, during the first five (5) years following the Effective Date the costs of arbitration (i.e., JAMS fees and the fees of the arbitrator) shall be allocated 75% to TCC/TCC Frame and 25% to Consultant; provided, that all attorneys’ fees and costs and other costs incurred by the respective parties (such as experts, transportation and lodging, transcripts, printing, exhibits, and the like) shall belong exclusively thereto.

The arbitration shall be confidential, and the existence, content, and results thereof and therefrom shall not be disclosed to any person or entity except as required by law or as necessary to enforce an award. Subject to this Section 13, each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Clark County, Nevada for any action seeking injunctive relief or to enforce an arbitration award and no party will claim that any court located in Clark County Nevada is an inconvenient forum.

14.Entire Agreement; Modification; Waiver; Survival of Terms; Construction Generally.

This Agreement, together with the APA, the schedules, exhibits and annexes hereto and the ancillary agreements expressly contemplated hereby or thereby, constitutes the entire agreement between TCC and Consultant relating to the subject matter hereof, and supersedes all prior agreements, if any, whether oral, written or unwritten, pertaining thereto; provided, that nothing in this Agreement shall limit or prevent enforcement of provisions of the APA. Other than the aforementioned written agreements and the agreements expressly contemplated by this Agreement, there is no separate agreement, contract or understanding, express or implied, of any kind or with respect to any subject matter between TCC and Consultant, and none shall be deemed to exist under any circumstances. With respect to all uses of the term Consultant under this Agreement, “Consultant” shall include (i) all affiliates, agents, directors, employees, employers, members, principals, partners and independent contractors of Consultant, including, without limitation, SD individually, and (ii) all alter egos of Consultant or any of the foregoing persons and entities.

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No provision of this Agreement or any Exhibit, Schedule, or Annex, hereto shall be construed strictly against any party hereto, including, without limitation, the drafter hereof or thereof. Neither this Agreement nor any provision hereof may be amended, waived or modified in any way other than by a writing executed by the party against whom such amendment, waiver or modification would be enforced. No failure to exercise, and no delay in exercising and no course of dealing with respect to any right, term or provision hereunder shall operate as a waiver thereof. Nor shall a waiver by any party hereto of a breach of any provision herein be deemed a waiver of any subsequent breach. The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto, whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.

If any section, portion, provision, paragraph, clause, sentence, language or word of this Agreement is determined to be invalid, illegal, void, voidable or unenforceable in whole or in part for any reason whatsoever, it shall be adjusted rather than voided, if possible, to the minimum extent necessary so that the intent of the parties (as demonstrated by the plain meaning of the text) shall be preserved as much as possible, though a court may sever such language for the same purpose. In any event, all other sections, portions, provisions, paragraphs, clauses, sentences, language and words not so adjusted or severed shall be deemed unchanged, valid and enforceable to the greatest possible extent. The terms of this Agreement, including, without limitation, all representations, covenants and warranties herein, shall survive indefinitely any termination of this Agreement or Consultant’s engagement hereunder and shall be read in addition to, and shall not reduce the restrictions of this Agreement on Consultant or limit TCC’s rights in any way with respect to, any other agreement between Consultant and TCC. In the event of any conflict between the provisions of this Agreement and any purchase order, statement of work or any other document or agreement, the provisions of this Agreement shall govern; provided that in the event of a conflict between any of the terms and conditions of this Agreement and those of the APA, the terms and conditions of the APA (and each of its schedules and exhibits) shall govern to the extent necessary to avoid inconsistency.

This Agreement may be executed and delivered with electronic or facsimile delivery and signature in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. The headings or titles of the several paragraphs of this Agreement are inserted solely for convenience and are not a part of, nor shall they be used or referred to in the construction of, any provision of this Agreement. Words in the singular number shall include the plural, and vice versa. Whenever examples are used in this Agreement with the words “including,” “for example,” “any,” “e.g.,” “such as,” “etc.” or any derivation thereof, such examples are intended to be illustrative and not in limitation thereof. All references to the masculine, feminine or neuter genders shall mean and include all genders.

All notices under this Agreement shall be in writing and delivered by (i) personal delivery, (ii) nationally recognized overnight courier, or (iii) email with confirmation of receipt, to the addresses set forth below each party’s signature block (or to such other address as a party may designate by notice given in accordance with this Section 14).

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INWITNESS WHEREOF, each of the undersigned has caused this Agreement to be executed as of the date first set forth above.

TCC:	CONSULTANT:
The Crypto Company,	Frame Holdings Ltd,
a Nevada corporation	an exempted Cayman Islands company
By:	By:
Name:	Name:	Sean<br> Docherty
Title:	Title:	Authorized<br> Officer
Notice Address:	Notice Address:
Email:	Email:

ACKNOWLEDGED AND AGREED:

Sean Docherty, individually,

solely with respect to those provisions of this Agreement that expressly apply to SD personally, including without limitation Sections 1, 2, 4, 5, 6, 8, 9, 10, 11, 12, 13 and 14, Schedule 1, Exhibit A and Exhibit B.

Sean Docherty

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SCHEDULE1

CAUSEDEFINITIONS; CBO LEADERSHIP FRAMEWORK

CauseDefinitions:

Fraud

“Fraud” means a knowing misrepresentation or omission of a material fact, with actual intent to deceive, upon which TCC reasonably relied.

For purposes of clarification, “Fraud” expressly excludes:

●	Good-faith<br> reliance on information provided by officers, employees, or qualified external advisors
●	Mistakes<br> without intent to deceive
●	Disputes<br> over strategy, valuation, or technical approach

2. Willful Misconduct

“Willful Misconduct” means an intentional or reckless act or omission, taken with knowledge that such act or omission could be reasonably likely to cause material harm to TCC or TCC Frame.

Willful Misconduct expressly excludes:

●	Good-faith<br> business decisions made for the benefit of TCC Frame or TCC
●	Acts<br> taken in reliance in good faith on qualified professional legal advice for the benefit of<br> TCC Frame or TCC (where such counsel is not counsel to SD, Consultant, or Syring, as the<br> case may be)
●	Technical<br> failures, security incidents, or system vulnerabilities that are not reckless and do not<br> constitute intentional wrongdoing
●	Bona<br> fide and reasonable differences in interpretation of duties or authority

3. Breach of Contract

“Breach of Contract” means a material failure by SD or Consultant, as the case may be, to perform an express and material obligation under the Consulting Agreement or otherwise after written notice from TCC specifying the breach in reasonable detail, and failure to cure such breach within the Cure Period, where such breach is capable of cure.

Breach of Contract does not include:

●	Minor,<br> technical, or immaterial breaches
●	Bona<br> fide and reasonable disagreements over scope of authority or interpretation
●	Breaches<br> arising from factors outside the CBO’s reasonable control that did not arise based<br> on an intentional act or omission by CBO or any Affiliate thereof.

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4. Crime

“Crime” means an indictment for, or a pleading of nolo contendere with respect to, a felony offense involving fraud, embezzlement, moral turpitude, or dishonesty.

Crime expressly excludes:

●	Any<br> misdemeanor
●	Regulatory<br> inquiries, investigations, or allegations that do not result in an indictment or equivalent<br> regulatory finding or action

5. Good-Faith Reliance & Safe Harbor

The CBO shall be deemed to have acted in good faith where actions or decisions were made in good faith reliance on information, analyses, or advice provided by one or more of TCC’s officers, employees, qualified legal counsel, auditors, security professionals, or other qualified external advisors, reasonably believed to be competent with respect to the same.

ChiefBlockchain Officer (CBO)

Role Definition, Oversight Authority & Delegation Framework

1. Core Mandate

The Chief Blockchain Officer (“CBO”) is responsible for the strategic leadership, architectural oversight, and executive decision-making relating to TCC Frame’s blockchain systems, including without limitation the Frame Blockchain and all associated protocols, validator networks, and blockchain-based products.

The CBO’s role is governance-level and strategic in nature, with authority to define direction and oversee execution, while day-to-day implementation and specialized operational functions may be delegated, where appropriate, to appropriately appointed officers, employees, contractors, or external experts, if the CBO is not able to perform the same personally.

2. Oversight, Accountability & Delegation

The CBO shall have responsibility for the direction, integrity, and performance of all blockchain-related matters, and shall be accountable for ensuring that appropriate systems, people, and processes are in place to operate Frame and the Frame blockchain effectively.

In fulfilling this responsibility, the CBO shall:

●	Define<br> blockchain strategy, architecture, and long-term technical direction
●	Set<br> operational standards and approve major technical, security, and protocol decisions
●	Maintain<br> executive-level oversight of performance, risk posture, and compliance alongside compliance<br> officers.

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The CBO may, where appropriate, delegate execution and specialized functions to qualified officers, employees, contractors, or external experts, if the CBO is not able to perform the same personally. Such delegation is intended to ensure that complex technical and security functions are managed by subject-matter specialists while remaining aligned with the strategic direction set by the CBO.

Where functions are delegated in good faith to qualified persons, the CBO is entitled to rely in good faith on the advice, assessments, and recommendations of such specialists, consistent with standard executive practice.

3. Security & Risk Oversight

The CBO holds overall responsibility for blockchain security at a governance and strategic level, including without limitation setting expectations, approving security frameworks, and ensuring that appropriate expertise is engaged.

TCC recognizes that effective blockchain security requires specialized knowledge and continuous operational focus. Accordingly, without affecting or limiting the CBO’s oversight responsibilities:

●	The<br> CBO may delegate security design, audits, monitoring, and incident response execution to<br> qualified internal officers (such as a CSO) or external security experts if the CBO is not<br> able to perform the same personally
●	The<br> CBO may place good-faith reliance on the professional judgment, reports, and recommendations<br> of such experts when making oversight and approval decisions
●	The<br> CBO’s role is to ensure that security is appropriately resourced, reviewed, and escalated

This structure reflects accepted executive practice and is intended to balance clear accountability with the use of appropriate specialist expertise where appropriate.

4. Decision Rights

The CBO shall have day-to-day decision-making authority over:

●	Blockchain<br> architecture and protocol design
●	Long-term<br> and short-term strategy for Frame Blockchain
●	Validator,<br> consensus, and economic models
●	Security<br> posture at a policy and governance level
●	Cross-chain<br> and interoperability strategy

5. Strategic Acquisitions & Value Amplification

The CBO shall support TCC at the strategic level in planning, evaluating, and executing future acquisitions where blockchain technology, digital assets, data infrastructure, or on-chain integrations are relevant.

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In this capacity, the CBO shall:

●	Participate<br> in the identification and strategic assessment of potential acquisition targets
●	Advise<br> on how acquired businesses, technologies, or IP can be integrated directly into the Frame<br> Blockchain or broader on-chain ecosystem
●	Develop<br> strategies to amplify the long-term value of acquisitions through native blockchain integrations,<br> tokenization, protocol alignment, validator usage, or on-chain revenue flows
●	Provide<br> input on post-acquisition technical integration, roadmap alignment, and ecosystem synergies

The CBO’s role in acquisitions is intended to ensure that blockchain capabilities are leveraged as a core value driver, rather than treated as a standalone or peripheral function.

6. Hiring, Structuring & Resource Authority

The CBO shall have authority to:

●	Recommend<br> and participate in the hiring/firing of blockchain-related executives, including without<br> limitation CTO, CSO, and senior technical staff
●	Define<br> reporting structures for blockchain-specific functions
●	Recommend<br> the use of external consultants, auditors, and security specialists, where appropriate

7. Reliance, Indemnification & Insurance Alignment

TCC acknowledges that the CBO’s role is executive and supervisory and shall ensure that:

●	Directors<br> & Officers (D&O) insurance covers the CBO that is consistent with the coverage afforded<br> other executive officers
●	The<br> CBO is entitled to indemnification against third-party claims to the fullest extent permitted<br> by law

Consultingwith, and Reporting to, TCC management

The CBO will report to senior executive management at TCC at least monthly, and shall respond to all questions therefrom in a timely and reasonably comprehensive manner.

The CBO will consult as requested by the TCC Board or TCC Frame’s Manager with respect to budgets and material contracts at both TCC and TCC Frame levels.

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SCHEDULE2

EQUITYMILESTONES AND ISSUANCE MECHANICS

Theshare price to be used for calculations of the number of shares of TCC common stock (“CRCW shares”) to be issued by TCC atthe time of each milestone is VWAP for such CRCW shares for the 10 trading days immediately prior to the date such issuance is required.Consultant may not sell or transfer in the aggregate during any one calendar month more than 5% of the total dollar volume of CRCW sharestraded in the marketplace during the prior calendar month without the prior written consent of TCC, and Consultant must provide any relevantbrokerage statements upon request by TCC.

Defined terms: “FDV” means “Fully Diluted Value”.

As applied on this Schedule 2:

●	FDV<br> Frame is the theoretical total market capitalization of all Frame tokens if every token<br> that will ever exist were in circulation today, so FDV = Current Token Price × Maximum<br> Total Supply
○	Current<br> Token Price is the price per Frame token on CoinMarketCap.com (or its successor)
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○	Maximum<br> Total Supply is comprised of:
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■	Circulating<br> supply (Frame tokens already in market)
---	---
■	Locked/vesting<br> Frame tokens (team, investors, advisors)
■	Treasury/foundation<br> Frame token reserves
■	Frame<br> tokens allocated to ecosystem/grants not yet distributed
■	Any<br> Frame tokens scheduled to be minted per the tokenomics schedule
●	“market<br> capitalization TCC” is the market capitalization of TCC using 30 trading-day VWAP<br> of CRCW shares
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ConsultantMilestones:

Following the Closing and the assignment and transfer to TCC Frame of all IP necessary or desirable to operate Frame and the Frame business, Consultant’s execution and delivery of stock acquisition agreements with securities and other representations and warranties acceptable to TCC, and the meeting of the milestones set forth below, Consultant shall be granted, in exchange for the IP so delivered:

Two and one-half percent (2.50%) of the total number of outstanding CRCW shares (as measured on a pre-issuance basis) at the time the following milestone is reached —

●	$100M<br> market capitalization TCC + 100m FDV Frame for 30 or more consecutive days

In addition, Consultant shall be granted CRCW shares with an aggregate value as shown below at the time each of the following milestones is reached, for a total potential value of $50.50M —

●	$5,000,000<br> when $250M market capitalization TCC + 250m FDV Frame for 30 or more consecutive days
●	$8,000,000<br> when $400M market capitalization TCC + 400m FDV Frame for 30 or more consecutive days
●	$10,000,000<br> when $600M market capitalization TCC + 600m FDV Frame for 30 or more consecutive days
●	$12,500,000<br> when $800M market capitalization TCC + 800m FDV Frame for 30 or more consecutive days
●	$15,000,000<br> when $1bn market capitalization of TCC + 1bn FDV Frame for 30 or more consecutive days

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SCHEDULE3

COMPENSATIONMILESTONES

This Schedule 3 reproduces Consultant’s compensation-milestone provisions of Schedule 8 to the APA and is incorporated into this Agreement as though fully set forth herein.

Payments under this Agreement shall be $20,000 per month until such figure increases based on the following revenue-based milestones:

Increase of $7,500 per month when $500M mcap TCC + 500m FDV Frame for 30 or more consecutive days

Increase of $7,500 per month when $800M mcap TCC + 800m FDV Frame for 30 or more consecutive days

Increase of $7,500 per month when $1bn mcap of TCC + 1bn FDV Frame for 30 or more consecutive days

In addition, if all executives at TCC receive across-the-board percentage pay raises prior to these milestones, Consultant will receive base compensation percentage pay raises in line with such executives.

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EXHIBIT A

TERMINATIONCERTIFICATE

This is to certify that the undersigned does not have in the undersigned’s possession, nor has the undersigned failed to return, any records, files, programs, documents, data, specifications, drawings, notes, reports, proposals, copies, equipment, devices, access credentials, or other materials or property belonging to The Crypto Company, a Nevada corporation (“TCC”_), Frame Intelligence, LLC, a Nevada limited liability company (“TCC Frame”), or any of their respective affiliates, or containing any Confidential Information of TCC or TCC Frame.

The undersigned further certifies that the undersigned has fully complied with and will continue to comply with all of the terms of the Consulting Agreement dated as of March 20, 2026, between TCC and Frame Holdings Ltd, an exempted Cayman Islands company with company registration number 423415 (the “Agreement”).

The undersigned further agrees that, in compliance with the Agreement, the undersigned will preserve as confidential all trade secrets, confidential information, knowledge, data, and other proprietary information relating to the business, products, plans, strategies, technology, finances, customers, suppliers, contractors, and other affairs of TCC, TCC Frame, and their affiliates that the undersigned produced, obtained, or otherwise acquired or became aware of during the course of the undersigned’s engagement under the Agreement.

CONSULTANT:		ACKNOWLEDGED<br> AND AGREED:
Frame Holdings Ltd,
an<br> exempted Cayman Islands company
		Sean Docherty, individually
By:		Date:
Name:	Sean<br> Docherty
Title:	Director
Date:

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EXHIBITB

PROPRIETARYINFORMATION AND INVENTION ASSIGNMENT AGREEMENT

As a condition of my being permitted to provide services, directly or indirectly through Frame Holdings Ltd, an exempted Cayman Islands company with company registration number 423415 (“Consultant”), to The Crypto Company, Inc., a Nevada corporation (“Company”), or any of its current or future subsidiaries, parent entities, sister entities, affiliates, successors or assigns, pursuant to that certain Consulting Agreement dated as of March 20, 2026 between Consultant and Company, and in consideration of my consulting relationship with Company and the compensation now and hereafter paid to Consultant in connection therewith, I (which term includes Consultant) agree to the following:

1.Consulting Relationship.

I understand and acknowledge that this Agreement does not (a) alter, amend or expand upon (i) any rights I may have to continue in a consulting relationship with, or (ii) the duration of my consulting relationship with, Company, now or in the future, under any agreement or understanding between Company and me or under applicable law, (b) alter, amend, reduce or limit any rights of Company pursuant to any other agreement or understanding Company may have, now or in the future, with me or with any other person or entity or under any applicable law, or (c) alter, amend, reduce or limit any obligation I may have under, or any restriction, limitation, or prohibition imposed on me or any other person or entity pursuant to any other agreement or understanding Company may have, now or in the future, with me or with any other person or entity or under any applicable law. Any consulting relationship between Company and me, whether commenced prior to or upon the date of this Agreement, including through Consultant, shall be referred to herein as the “Relationship.”

2.Independent Contractor Relationship.

I understand and acknowledge that I am rendering services to Company as an independent contractor and that Company has and shall continue to have at all times the right to terminate the Relationship at any time, for any reason or no reason, subject to the Consulting Agreement and the Asset Purchase Agreement dated as of March 20, 2026 between Consultant, Frame Holdings Ltd, and me, on the one hand, and Company and Frame Intelligence, LLC, on the other (the “APA”). Nothing herein shall alter, reduce or limit any rights or remedies of Company under the APA.

3.Proprietary Information.

(a) Company Information. I agree at all times during the term of my Relationship with Company and thereafter, to hold in strictest confidence, and not to use, except for the benefit of Company to the extent necessary to perform my obligations to Company under the Relationship, or to disclose to any person or entity without written authorization of the Board of Company, any Proprietary Information of Company that I access, obtain or create. I further agree not to make copies of such Proprietary Information except as authorized by Company. I understand that “Proprietary Information” means any Company confidential and/or proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, suppliers, customer lists and customers, prices and costs, markets, software, developments, inventions, laboratory notebooks, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, licenses, finances, budgets, personnel or other business information pertaining to any business of Company or any of its suppliers, customers, consultants, licensors or licensees disclosed to me by Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment or created by me during the period of the Relationship, whether or not during working hours. I further understand that Proprietary Information does not include any of the foregoing items that have become publicly and widely known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved.

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(b) Prior Obligations. I represent that my performance of all terms of this Agreement as a consultant of Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me prior or subsequent to the commencement of my Relationship with Company, and I will not disclose to Company or use any inventions, confidential or non-public proprietary information or material belonging to any previous client, employer or any other party. I will not induce Company to use any inventions, confidential or non-public proprietary information, or material belonging to any previous client, employer or any other party.

(c) Third-Party Information. I recognize that Company has received and in the future will receive confidential or proprietary information from third parties subject to a duty on Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or entity or to use it except as necessary in carrying out my work for Company consistent with Company’s agreement with such third party.

4.Inventions.

(a) Inventions Retained and Licensed. I have attached hereto, as ANNEX I, a list describing with particularity all inventions, original works of authorship, developments, improvements and trade secrets that were made by me prior to the commencement of the Relationship (collectively referred to as “Prior Inventions”), that belong solely to me or belong to me jointly with another, that relate in any way to any of Company’s proposed businesses, products or research and development, and that are not assigned to Company hereunder; or, if no such list is attached, I represent that there are no such Prior Inventions. If, in the course of my Relationship with Company, I incorporate into a Company product, process or machine a Prior Invention owned by me or in which I have an interest, Company is hereby granted and shall have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, sell and otherwise distribute such Prior Invention as part of or in connection with such product, process or machine.

(b) Assignment of Inventions. I agree that I will promptly make full written disclosure to Company, will hold in trust for the sole right and benefit of Company, and hereby assign to Company, or its designee, all my right, title and interest throughout the world in and to any and all inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws, that I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time in which I am a consultant of Company (collectively referred to as “Inventions”), except as provided in Section 4(e) below. I further acknowledge that all inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets that are made by me (solely or jointly with others) within the scope of and during the period of my Relationship with Company are “works made for hire” (to the greatest extent permitted by applicable law) and are compensated by amounts paid to me under the Consulting Agreement or any applicable consulting arrangements.

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(c) Maintenance of Records. I agree to keep and maintain adequate and current written records of all Inventions made by me (solely or jointly with others) during the term of my Relationship with Company. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, and any other format. The records will be available to and remain the sole property of Company at all times. I agree not to remove such records from Company’s place of business except as expressly permitted by Company policy that may, from time to time, be revised at the sole election of Company for the purpose of furthering Company’s business. I agree to return all such records (including any copies thereof) to Company at the time of termination of my Relationship with Company as provided for in Section 5.

(d) Patent and Copyright Rights. I agree to assist Company, or its designee, at Company’s expense, in every proper way to secure Company’s rights in the Inventions and any copyrights, patents, trademarks, moral rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments that Company shall deem necessary in order to apply for, obtain, maintain and transfer such rights and in order to assign and convey to Company, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, moral rights, or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement until the expiration of the last such intellectual property right to expire in any country of the world. If Company is unable because of my mental or physical incapacity or unavailability or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents, copyright, or other registrations, covering Inventions or original works of authorship assigned to Company as above, then I hereby irrevocably designate and appoint Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent, copyright or other registrations thereon with the same legal force and effect as if originally executed by me. I hereby waive and irrevocably quitclaim to Company any and all claims, of any nature whatsoever, that I now or hereafter have for infringement of any and all proprietary rights assigned to Company.

5.Returning Company Documents.

I agree that, at the time of termination of my Relationship with Company, I will deliver to Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, files, software, specifications, drawings, blueprints, sketches, laboratory notebooks, materials, flow charts, equipment, other documents or property, or reproductions of any of the aforementioned items developed by me pursuant to the Relationship or otherwise belonging to Company or any of Company’s successors or assigns. I further agree that any property situated on Company’s premises or owned by Company, including all storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. In the event of the termination of the Relationship, I agree to sign and deliver the “Termination Certification” attached hereto as ANNEX II.

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6.Notification to Other Parties.

I hereby grant consent to notification by Company to any other parties besides Company with whom I maintain a consulting relationship, including parties with whom such relationship commences after the effective date of this Agreement, about my rights and obligations under this Agreement.

7.Representations and Covenants.

(a) Facilitation of Agreement. I agree to execute promptly any proper oath or verify any proper document required to carry out the terms of this Agreement upon Company’s written request to do so.

(b) Conflicts. I represent that my performance of all the terms of this Agreement does not and will not breach any agreement I have entered into, or will enter into with any third party, including without limitation any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to commencement of my Relationship with Company.

(c) Voluntary Execution. I certify and acknowledge that I have carefully read all of the provisions of this Agreement and that I understand and will fully and faithfully comply with such provisions.

8.General Provisions.

This Agreement, together with the Consulting Agreement, constitutes the entire agreement between Company and me with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, representations, agreements and understandings with respect thereto, except for the APA and any other written agreements that survive by their terms.

No provision of this Agreement shall be construed strictly against any party hereto, including, without limitation, the drafter hereof. No modification, amendment, waiver or termination of this Agreement or any provision hereof shall be effective unless in writing and signed by the party against whom enforcement is sought.

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This Proprietary Information and Invention Assignment Agreement shall be governed by the laws of the State of Nevada, without regard to conflicts of laws principles.

AGREED AND ACCEPTED:
COMPANY:		SERVICE<br> PROVIDER:
The Crypto Company
By:
Name:		Sean<br> Docherty
Title:
ACKNOWLEDGED:
Frame Holdings Ltd
By:
Name:	Sean<br> Docherty
Title:	Authorized<br> Officer

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ANNEXI TO EXHIBIT B

LISTOF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP EXCLUDED UNDER SECTION 4 OF PIIAA

☐ None.

☐ See below:

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ANNEXII TO EXHIBIT B

TERMINATIONCERTIFICATION

This is to certify that I do not have in my possession, nor have I failed to return, any records, data, notes, reports, proposals, lists, correspondence, files, software, equipment, other documents or property, or reproductions of any aforementioned items belonging to The Crypto Company, Inc. (the “Company”), its subsidiary, Frame Intelligence, LLC, or any of their respective successors or assigns.

I further certify that I have complied with all the terms of the Proprietary Information and Invention Assignment Agreement signed by me, including the reporting of all Inventions, and that I will continue to comply with the confidentiality, invention assignment and related obligations contained therein.

Sean Docherty
Date:
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Exhibit 99.1

FORIMMEDIATE RELEASE

TheCrypto Company Acquires FRAME Blockchain’s Technology, An “Interstate Highway” Liquidity Layer For Crypto Commerce

Purpose-builtLayer 1 blockchain technology connects fragmented crypto ecosystems as crypto commerce and AI-native commerce converge.

Malibu,California, March 26, 2026 — The Crypto Company (“TCC”) (OTCID: CRCW) today announced the acquisition of Frame Holdings Ltd’s (“Frame”) intellectual property, a tested and purpose-built Layer 1 blockchain designed to connect fragmented crypto ecosystems into a single interoperable settlement network (the “Frame Blockchain”). TCC intends to launch the Frame Blockchain this year as crypto commerce enters a period of rapid global expansion.

Today’s crypto landscape is completely fragmented. Bitcoin, Ethereum, Solana, Avalanche, Polygon, and dozens of other networks each operate as isolated economies. Frame Blockchain is designed to unify them.

“We believe an economic expansion of historic magnitude is taking shape in real time,” said Ron Levy, Chief Executive Officer of TCC. “Innovative technology and new financial systems are enabling millions of people to build businesses around the work that matters to them. That economy needs a settlement layer that matches its speed and ambition, and we believe digital assets are required to enable that growth. We envision Frame Blockchain serving an important part of that infrastructure.”

Rather than competing with existing protocols, Frame Blockchain connects them, enabling applications, assets, and value to move across ecosystems as if they were one. The network features post-quantum security, architectural protections against front-running, and enterprise-grade throughput. Among those protections: a private mempool architecture that eliminates MEV bot extraction, a practice that is commonplace with existing protocols but problematic for creating a vibrant crypto economy.

“Every architectural decision in Frame Blockchain was made with the goal of solving blockchain’s most fundamental limitation: networks that can’t work together,” said Sean Docherty, Frame Blockchain’s creator and chief architect. “Think of it as the interstate highway system for crypto. Commerce within each city might thrive, but without a highway connecting them, trade between them grinds to a halt. That’s crypto today. Frame Blockchain was built to connect them.”

“Our core belief has always been that the path to crypto’s mainstream adoption runs through connection: bringing people on-chain and then connecting the chains themselves, said Jared Strasser, Chief Operating Officer of TCC. Frame Blockchain is built to do exactly that. And as AI-driven commerce grows and autonomous agents begin transacting with digital assets, an interoperable settlement layer becomes even more critical. We believe Frame Blockchain positions us at the center of both of those opportunities.”

“Combining a public company with a new Layer 1 blockchain unlocks something the crypto world has struggled to provide: aligned exposure to the economics of crypto commerce,” said Rafe Furst, Chief Strategy Officer of The Crypto Company.

TCC completed the acquisition of Frame Blockchain’s core technology and intellectual property through a simultaneous sign-and-close transaction with no TCC equity issued at closing and no upfront cash. All TCC equity consideration is milestone-based, earned only upon achievement of predefined performance and adoption targets over time. TCC has committed $2 million in capital to fund initial development through its newly formed subsidiary, Frame Intelligence, LLC.

AboutThe Crypto Company

The Crypto Company (OTCID: CRCW) is a publicly traded company, with operating history dating back to 2017, focused on developing and operating blockchain infrastructure. TCC is completing the buildout of Frame Blockchain, a Layer 1 blockchain designed to connect fragmented blockchain ecosystems into a single interoperable network. Moreover, through an active Digital Asset Treasury (DAT), TCC holds tokens which it believes represent both financial and strategic value to TCC and its subsidiaries .Learn more at thecryptocompany.com.

Forward-LookingStatements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believes,” “expects,” “designed to,” “intended,” “may,” and similar expressions identify forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied. Such factors include, but are not limited to: TCC’s ability to successfully integrate the acquired technology; the anticipated benefits of the acquisition; achievement of milestones required for equity consideration; market adoption of blockchain infrastructure and AI-driven commerce; regulatory developments; competition; and TCC’s ability to fund development and operations. Readers are cautioned not to place undue reliance on these forward-looking statements. TCC undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.