SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (the “Agreement”) is dated 9 March 2026 (the “Agreement Date”) entered into by and between Trust Stamp Malta Limited, a company incorporated in Malta with registered address Tagliaferro Business Centre Gaiety Lane C/W High Street, Sliema, SLM 1551, Malta (“Trust Stamp”) and the CyberFish CyberPsychology Solutions Ltd, a company incorporated in England and Wales with registered address 2nd Floor 6 Oxford Street, Bolton, England, BL1 1RF (“CyberFish”).
(Trust Stamp and CyberFish are collectively referred to as the “Parties” and individually as a “Party”)
1.SALE AND PURCHASE OF STOCK
Subject to the terms and conditions hereof, at the Closing (as hereinafter defined), CyberFish will issue to Trust Stamp in exchange for one hundred and ninety thousand British pound sterling (£190,000) (“Total Consideration”), ten thousand (10,000) shares of the CyberFish stock with a per share value of £0.01 per share, such shares representing fifty percent (50%) of the authorised share capital of CyberFish as of the date hereof when considering all issued and outstanding shares and any shares underlying outstanding convertible notes and warrants. The Parties acknowledge and agree that the valuation of CyberFish for the purposes of this subscription has been determined as at the Closing Date using a market multiple valuation methodology, being the application of a revenue multiple derived from CyberFish’s own recent financial performance to its revenues, as documented in the valuation memorandum prepared in connection with this transaction.
CLOSING DELIVERY AND PAYMENT
1.1 Closing. The closing of the sale and purchase of the stock (the "Closing") shall take place on the Agreement Date remotely by payment of the sum of (a) thirty thousand euro (€30,000) and (b) thirty thousand British pound sterling (£30,000) by Trust Stamp to CyberFish, and by the issuance of fifty percent (50%) of CyberFish’ authorised shares, resulting in ten thousand (10,000) shares of CyberFish’s ordinary shares, by CyberFish to Trust Stamp, or as CyberFish and Trust Stamp may otherwise mutually agree (such date on which the Closing occurs being hereinafter referred to as the "Closing Date"). Immediately upon Closing, Trust Stamp shall be a fifty percent (50%) stockholder of CyberFish.
1.2. CyberFish’s Deliveries. Concurrent with Closing, CyberFish shall deliver to Trust Stamp a
stock certificate for fifty percent (50%) of the authorised share capital of CyberFish and a certification by the CyberFish’s that it is in good standing in its jurisdiction of organization.
1.3. Form of Payment. (a). Cash Consideration. a cash payment made by Trust Stamp in the amount of (i) thirty thousand euro (€30,000) payable to Malta Enterprise (the “ME Consideration”); and (ii) thirty thousand British pound sterling (£30,000) payable to CyberFish (the “CyberFish Consideration”), such amount may be applied by CyberFish at its discretion across its group entities in accordance with its internal group requirements (together the “Cash Consideration”).
(b) Non-Cash Consideration. Non-Cash consideration with an agreed value equal to the remaining balance of the total consideration following deduction of the Cash Consideration (the “Non-Cash Consideration”), comprising the provision of development resources and services by Trust Stamp and/or its group companies, as further described in Schedule 1. The Non-Cash Consideration shall take effect from Closing but shall not constitute a condition to Closing. The Cash Consideration and the Non-Cash Consideration together shall constitute the full and final consideration for the subscription shares and shall represent the agreed value of Trust Stamp’s fifty percent (50%) equity ownership in CyberFish.
2.REPRESENTATIONS, WARRANTIES AND COVENANTS OF CYBERFISH
CyberFish hereby represents and warrants that the following are true and correct as of the date of this Agreement and will be true and correct as of the Closing Date:
2.1. Organization, Good Standing and Corporate Power. CyberFish is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted.
2.2. Capitalization. The authorised share capital of CyberFish will consist, immediately prior to the Closing Date, of ten thousand (10,000) ordinary shares of stock. The authorised share capital of CyberFish post Completion shall consist of twenty thousand (20,000) ordinary shares, whereby ten thousand (10,000) of such shares shall be issued to Trust Stamp at Completion.
2.3 Authorization. All corporate action required to be taken by both Parties’ directors, officers and stockholders in order to authorize CyberFish to enter into this Agreement and to issue the stock at the Closing Date has been taken or will be taken prior to the Closing Date.
2.4. Valid Issuance of Stock. The stock, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, and free of restrictions on transfer other than restrictions on transfer under applicable securities laws.
2.5 Statements True and Correct. Trust Stamp has engaged in a due diligence process, and in connection with that process, CyberFish has made available to Trust Stamp all of the information reasonably available to CyberFish that Trust Stamp has requested for deciding whether to enter into this Agreement and consummate the transactions contemplated hereby and all information that the CyberFish believes is reasonably necessary to enable Trust Stamp to make such decisions which information did not contain any untrue statement of a material factor omit to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. It is understood that this representation is qualified by the fact that CyberFish has not delivered and has not been requested to deliver, a private placement or similar memorandum or any "Risk Factors' or "Management's Discussion and Analysis of Financial Condition and Results of Operations."
2.6. Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or, to CyberFish’s actual knowledge, currently threatened against CyberFish or any director, officer, or key employee of CyberFish.
3.MISCELLANEOUS
3.1 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the transactions contemplated hereby, and supersede all negotiations, representations, warranties, commitments, offers, contracts, and writings prior to the date hereof.
3.2 Survival of Warranties. The warranties, representations and covenants contained in or made pursuant to this Agreement shall survive its execution and delivery and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of either Party.
3.3 Counterparts: Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together, shall constitute one and the same instrument and may be executed via facsimile transmission, electronic signature or by portable data format (pdf) file via electronic mail, and facsimile transmissions, electronic signatures or pdfs of signed Agreements shall be regarded and accepted as if they bore original signatures.
3.4 Notice. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified; (b) when sent, if sent by electronic mail or facsimile
during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient's next business day; (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with Written verification of receipt. All communications shall be sent to the respective parties at their address as set forth in this Section 3.4, or to such other email address, facsimile number or address as subsequently modified by written notice.
(a)If notice is given to Trust Stamp:
Attn: Gareth Genner
Email: [Omitted]
Copy: [Omitted]
Tagliaferro Business Centre Gaiety Lane C/W
High Street,
Sliema SLM1551,
Malta
(b)If notice is given to CyberFish:
Attn: CyberFish Berta Pappenheim
Email: [Omitted]
18 Mandarin Way
Cheltenham GL50 4RT
United Kingdom
3.5. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of England and Wales without giving effect to principles of conflicts of laws. If any dispute, controversy, or claim arises out of or in connection with this Agreement, including any question regarding its existence, validity, or termination (a “Dispute”), the parties shall first attempt in good faith to resolve the Dispute through negotiations. If the Dispute is not resolved within fourteen (14) days of written notice of the Dispute, the parties shall attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. If the Dispute is not resolved by mediation within thirty (30) days of the appointment of the mediator, or such longer period as the parties may agree in writing, the Dispute shall be finally settled by arbitration under the rules of THE ARBITRATION COURT OF THE ASSOCIATION OF EUROPEAN ATTORNEYS by a sole arbitrator.
IN WITNESS WHEREOF, the Parties hereto have executed this Share Purchase Agreement as of the date first above written.
/s/ Andrew Scott Francis /s/ Berta Pappenheim
Andrew Scott Francis Berta Pappenheim
Director of Trust Stamp Director of CyberFish
SCHEDULE 1
NON-CASH CONSIDERATION
1.Description of Non-Cash Consideration.
1.1.The Non-Cash Consideration shall consist exclusively of the provision by Trust Stamp’s software development, engineering, and related technical services (the “Development Services”) to or for the benefit of CyberFish and/or the CyberFish group of companies (which shall include CyberFish Ltd registered in Malta).
1.2.The Development Services shall be provided by employees or contractors of Trust Stamp under the direction and control of Trust Stamp.
2.Scope of Development Services. The Development Services shall include:
a.Allocation of team members from Trust Stamp subsidiaries (Malta/Rwanda) to work on platform development;
b.Existing developer support made up of one (1) Full-Time Equivalent (FTE) which commenced in June 2025;
c.New AI integration and development, tech roadmap & strategy delivery
d.Platform enhancement and new AI driven features
e.Website & front-end development, UX optimisation
f.Vulnerability assessment and regular audits
g.Cloud architecture support
3.Value and Cap.
3.1.Based on (a) two (2) FTE developers (front and back end), (b) project co-ordination support and scenario development, (c) Internal cost allocation for CTO to drive CF Tech Roadmap and (d) Deliverables tracked via quarterly milestones, the Parties agree that the total aggregate value of the Development Services provided as Non-Cash Consideration shall be equal to the balance of the total consideration remaining after deduction of the Cash Consideration.
3.2.Trust Stamp shall have no obligation to provide Development Services:
a.Exceeding an aggregate value equal to the remaining portion of the total consideration following deduction of the Cash Consideration;
b.Beyond the period specified in Clause 4 of this Schedule; or
c.Outside the scope described in this Schedule.
3.3.For the avoidance of doubt, time spent by Trust Stamp’s personnel in excess of the agreed scope or value shall not be deemed part of the Non-Cash Consideration.
4.Timing.
4.1.The Development Services shall be provided commencing on the Closing Date and shall continue until the Non-Cash Consideration has been fully satisfied (the “Service Period”). Any additional development services requested thereafter shall be subject to a separate written statement of work agreed between the Parties, which shall include mutually agreed scope, timelines, and payment terms.
4.2.Any Development Services not provided by the end of the Service Period shall be deemed waived, and no cash or other compensation shall be payable in respect thereof.
5.No Employment Relationship.
5.1.Nothing in this Schedule shall be construed as creating any employment, agency, partnership or joint venture relationship between Trust Stamp (or its personnel) and CyberFish or any CyberFish group of companies.
6.Intellectual Property.
6.1.All intellectual property created, developed, or first reduced to practice by Trust Stamp solely and exclusively as a constituent element of the Non-Cash consideration (the “Created IP”) shall be owned by CyberFish for use in their own business or that of their group of companies upon delivery. This assignment expressly excludes any intellectual property that Trust Stamp owned, owns, developed or develops independently of this consideration (“Background Technology”), which shall remain the sole property of Trust Stamp.
7.No Additional Considerations.
7.1.CyberFish acknowledges that the Development Services are provided solely as Non-Cash Consideration for the subscription shares and that no further consideration or remuneration shall be payable by CyberFish or any CyberFish group of companies.
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(1)BERTA PAPPENHEIM and (2)TRUST STAMP MALTA LIMITED and (3)THE CYBERFISH CYBERPSYCHOLOGY LIMITED |
SHAREHOLDERS AGREEMENT RELATING TO THE CYBERFISH CYBERPSYCHOLOGY LIMITED |
This AGREEMENT is made on March 9, 2026
PARTIES
(1)BERTA PAPPENHEIM whose details are set out in Schedule 1 (“BP” or “Founder”);
(2)TRUST STAMP MALTA LIMITED (company registration number C95700) whose registered office is at Tagliaferro Business Centre Gaiety Lane c/w High Street, Sliema, SLM 1551, Malta (“TSM”)
(3)THE CYBERFISH CYBERPSYCHOLOGY LTD (company number 11560069) whose registered office is at 2nd Floor 6 Oxford Street, Bolton, England, BL1 1RF (“Company”);
each a “Party” and together the “Parties”.
RECITALS
(A)Berta Pappenheim is the initial Shareholder, Founder and Director of the Company.
(B)The Parties wish to formalise their relationship pursuant to which the Shareholders will subscribe for Ordinary Shares in the Company.
(C)This agreement contains provisions governing the relationship between the Founder and the Shareholders in order to regulate their respective responsibilities towards the operation, management and future affairs of the Company (the “Agreement”), which all the Parties to this Agreement hereby agree to implement.
(D)The Company is a private limited company. Details of the Company’s share capital immediately prior to and following completion of the Shareholders’ subscriptions are set out in parts 1 and 2 of Schedule 1.
AGREED TERMS
1.INTERPRETATION
1.1The definitions and rules of interpretation in this Clause 1 apply in this Agreement.
Act: means the United Kingdom Companies Act 2006 as amended from time to time;
Articles: means the articles of association of the Company as may be amended from time to time;
Auditor: means, the auditors (as constituted from time to time) of the Company, or if none are appointed, the accountants acting for the Company from time to time;
Board: means the Board of Directors from time to time;
Board Meetings: means the meeting of all or the required quorum of directors of the Company;
Budget: means a detailed operating and capital budget and cash flow forecast for the next financial year;
Business: means the business of the Company as set out in Clause 3.1;
Business Day(s): a day (other than a Saturday or Sunday) on which banks generally are open in both London and the United States;
Clear Days: means in relation to a period of notice that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
Confidential Information: means, in relation to each Party to this Agreement (“the Recipient”) any information which is disclosed to that Party by another Party (“the Informant”) pursuant to or in connection with this Agreement, whether orally or in writing or any other medium, and whether the information is expressly stated to be confidential or marked as such, provided that such information shall not include any information that is in the public domain other than by the breach of the confidentiality obligations contained in this Agreement;
Connected: the meaning defined by section 993 of the Tax Act;
Data Protection Legislation: means (1) unless and until the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations, and secondary legislation (as amended from time to time) in the UK and subsequently (2) any legislation which succeeds the GDPR;
Director: any person appointed from time to time as a director of the Company;
Equity Share Capital: the Ordinary Shares and any other shares which, together with the Ordinary Shares, comprise the total share capital of the Company for the time being;
Founder: Berta Pappenheim
Group Company: the Company or any of its subsidiaries from time to time;
Intellectual Property: means:
a)patents, trademarks, service marks, registered designs, applications and rights to apply for any of those rights, trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions;
b)rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);
c)rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and
d)the right to sue for past infringements of any of the foregoing rights;
Intellectual Property Rights: means all Intellectual Property owned, used or required to be used by the Company;
Ordinary Shares: ordinary shares of one British Pound Sterling (£1) each in the share capital of the Company from time to time in issue, and any shares issued in exchange for those shares or by way of conversion or reclassification, and in any shares representing or deriving from those shares as a result of any increase in or reorganisation or variation of the capital of the Company;
Permitted Transferee: means i) In relation to TSM, any parent, subsidiary or affiliate corporation. ii) In relation to BP any transferee approved by TSM in accordance with the terms hereunder.
Relevant Business: Cyberpsychology and crisis resilience research, learning and assessment services and crisis simulation technology delivery platform, battery of psychometric tests, consultancy and advisory work;
Relevant Date: the date on which the person in question ceases to be a director, employee or consultant of the Company;
Relevant Percentages: means in respect of each Shareholder, the percentage of the Equity Share Capital held by the Shareholder at the relevant time;
Share(s): means an Ordinary Share(s);
Unanimous Shareholder Consent: means written consent of both Shareholders;
Shareholder(s): the Founder and TSM and any permitted assigns thereof;
Stock Exchange: Nasdaq Stock Market or any other recognised investment exchange.
1.2Clause, Schedule and paragraph headings do not affect the interpretation of this Agreement.
1.3The Schedules and Recitals form part of this Agreement and have the same full force and effect as if expressly set out in their entirety in the operative part of this Agreement.
1.4Words in the singular shall include the plural and vice versa. A reference to one gender shall include a reference to the other genders.
1.5A reference to a particular statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts and subordinate legislation for the time being in force made under it. Provided that, as between the parties, no such amendment or re-enactment shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any Party.
1.6Documents in agreed form are documents in the form agreed by the Parties hereto and initialled by or on behalf of them for identification.
1.7Where the words include(s), including or in particular are used in this Agreement, they are deemed to have the words "without limitation" following them.
2.THE COMPANY
2.1 Each of the Parties warrants to the other that:
2.1it has the required power and authority to enter into this Agreement;
2.2it has the required power and authority to fully perform its obligations and exercise its rights under this Agreement; and
2.3this Agreement is legal, valid and binding on it.
2.2Each of the warranties set out at Clause 2.1 above is separate and independent and except as expressly otherwise provided in this Agreement, shall not be limited by reference to any other warranty or anything in this Agreement.
2.3Immediately following the Effective Date, the issued share capital of the Company shall be as set out in Part 2 of Schedule 1, with TSM holding fifty percent (50%) of the Equity Share Capital of the Company, and BP holding the remaining fifty percent (50%).
2.4It is agreed that Company shall hold one hundred percent (100%) of the issued share capital of CyberFish Ltd (“CyberFish Malta”) and shall remain the sole legal and beneficial owner thereof, unless agreed otherwise through a written Unanimous Shareholder Consent.
3.BUSINESS
3.2The business of the Company shall be to carry on:
3.1.1 the provision of cyberpsychology, crisis simulation and, organisational and infrastructure resilience related research, learning, assessment, consulting and advisory services
3.1.2 such other business or activities as may from time to time be agreed in writing by the Shareholders
4.DIRECTORS AND MANAGEMENT
4.1 BP shall be the Chief Executive Officer (CEO), unless otherwise removed, dismissed or replaced in accordance with the terms of her employment contract with the Company it being acknowledged that BP cannot be removed, dismissed, suspended or placed on notice, unless Shareholder Majority Consent has first been obtained in accordance with Clause 8 or there is compelling cause which includes at a significant level one or more of:
●Self-dealing or undisclosed conflicts of interest
●Misappropriation of corporate opportunities
●Usurpation of board authority
●Acting in bad faith or gross negligence
●Failure of duty of loyalty or care.
●Causing a material misrepresentation to investors
●Insider trading related to T Stamp Inc. (“TSI”)
●Failure to maintain accounting records and provide financial reports
●Failure to file timely and accurate tax returns and reports
●Failure to maintain corporate filing current
●Failure to timely provide information reasonably required by TSI’s Chief Financial Officer (CFO) or auditors
●Unauthorized debt or equity issuance
●Concealment of financial liabilities
●Criminal conduct (charged or credibly alleged)
●Violation of anti-corruption laws (FCPA, UK Bribery Act)
●Sanctions breaches
●Significant and willful or uncorrected data protection violations
●Sustained operational collapse
●Loss of key customers due to leadership failure
●Inability or unwillingness to execute approved strategy
●Breakdown of internal controls
●Harassment or discrimination
●Toxic workplace culture
●Abuse of authority
●Public scandal materially damaging brand value
●Misleading public statements
●Refusal to implement board-approved resolutions
●Withholding material information
●Circumventing governance structures
●Unauthorized public disclosures
●Failure to cooperate in investigations
●Rejection of necessary capital strategy
●Physical or mental incapacity preventing or severely impacting performance or causing a prolonged absence: If a registered medical practitioner who is treating BP gives a written opinion to the Company stating that the Director has become physically or mentally incapable of acting as CEO and is likely to remain so for more than three (3) months then BP may be suspended as CEO or have her duties modified to reasonably accommodate any physical or mental incapacity. If in the opinion of TSM there reasonably appears to be a likely prolonged absence or incapacity, but BP has not supplied an opinion, then BP will supply an opinion related to that potential absence or incapacity within seven (7) days of request.
●Impairment affecting judgment
●Violation of non-compete or confidentiality clauses
●Failure to meet contractual performance obligations
●Misrepresentation of qualifications
●Breach of claw back requirements
●A bankruptcy order is made against BP
●A composition is made with BP’s creditors generally in satisfaction of BP’s debts
4.2The primary responsibility of the CEO shall be the supervision and management of the Company, save in respect for those matters that are specifically reserved for the Shareholders in accordance with Clause 8, and for ensuring compliance with all statutory and other duties to which the Company is subject shall lie at all times with the Board and where delegation or outsourcing of such responsibilities is appropriate, such delegation or outsourcing shall be to competent officers or employees of the Company or to third parties reasonably considered by the Board to be competent.
4.3Unless otherwise determined by an ordinary resolution passed by the Shareholders of the Company, the minimum number of Directors shall be two (2).
At the execution of this Agreement, the Board shall consist of BP and one nominee of TSM (who may be replaced by TSM by notice in writing), in each case provided that BP and TSM continue to hold fifty percent (50%) of the Company’s share capital respectively.
4.7 Subject only to the Company having more than one (1) Director, a quorum at any Board Meeting shall be two (2). No business shall be conducted at any Board Meeting unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business.
4.8 No resolution may be passed at a Board Meeting or any other decision of the Board unless both Directors vote in favour, with each eligible Director having one vote.
4.10 Board Meetings shall be properly convened and held at such times as may be determined by the Board at such place as the Board may from time to time determine. Absent written agreement, there must be a minimum of five (5) Business Days’ notice given to all of the Directors in advance of a Board Meeting. No meeting can take place if this notice is not given unless special short notice is agreed in writing by all the Directors.
4.11A Director may vote at a Board Meeting, and form part of a quorum present at that meeting, in relation to any matter in which they have, directly or indirectly, an interest or duty which conflicts (or may conflict) with the interests of the Company, provided that they have previously disclosed the nature of such duty or interest prior to the meeting and the other Directors unanimously agree to permit and recognise their vote.
4.12If a quorum is not present within thirty (30) minutes after the time specified for a directors’ meeting in the notice of the meeting, then it shall be adjourned for five (5) Business Days at the same time and place. The Director who failed to attend the adjourned meeting shall not be required to attend the reconvened meeting in order for such meeting to be considered quorate.
5.FINANCING
5.11As an element of the consideration paid for the issuance to it of the shares shown in the schedule hereto, TSM agrees to provide thirty thousand British Pound Sterling (£30,000) funding in cash or agreed in kind, as needed to execute the agreed business plan in line with the terms of the Share Purchase Agreement signed by the Company and TSM (“SPA”). The Parties agree that if Company requires any additional finance, it shall be on terms to be agreed by the Board, subject to Shareholder approval with no pre-commitment by TSM.
5.12There is no obligation on the Parties to provide any further finance to the Company except as set out herein and/or within the SPA.
6.DIVIDEND POLICY
Subject to the requirements of the Act, the Board shall determine with Unanimous Shareholder Consent the profits available for distribution in respect of each financial year during the term of this Agreement (after retention of twelve (12)
months working capital and making such transfers to reserves and provisions as in the opinion of the Board ought reasonably to be made), and shall cause such profits to be distributed by the Company to the Shareholders by way of dividends in their respective Relevant Percentages within nine (9) months of the end of the financial year.
7.BUSINESS PLAN, BUDGETS AND FINANCIAL INFORMATION
7.11The Board shall procure that the CEO:
7.1.1 prepares a business plan for the Company for each financial year and shall provide the Directors with a copy of the business plan for their comments so that a final form business plan can be produced. The CEO shall provide a signed copy of the initial business plan and financial runway to the Directors on the Effective Date. The adoption by the Company of the final form business plan shall require Unanimous Shareholder Consent. Any changes to the then current adopted business plan shall require Unanimous Shareholder Consent.
7.1.2 at least one (1) month prior to the end of each financial year, prepare the Budget. The adoption by the Company of the Budget shall require Unanimous Shareholder Consent
7.2 The Company shall at all times maintain accurate and complete accounting and other financial records.
7.3 The Company and CyberFish Malta shall prepare and provide to TSM, a report from the CEO on the financial position and affairs of the Company, to include a profit and loss account, balance sheet and rolling twelve (12) month cash flow forecast together with such other documents and information as the CFO and auditors of TSM and/or TSI may require, within ten (10) Business Days after the end of each month and fifteen (15) Business Days after the end of each quarter, together with such interim and urgent responses to auditor requests as may be required.
8.INTELLECTUAL PROPERTY RIGHTS
Any Intellectual Property Rights which arise in the course of the Company’s activities (including those developed by BP) shall belong to the Company.
9.SHAREHOLDERS' CONSENT MATTERS
9.11The Company agrees, to the extent permitted by law to do so, not to take any actions in relation to any Shareholder Consent Matter without first obtaining Unanimous Shareholder Consent
10.ISSUE OF SHARES
10.11If the Company wishes to issue further shares then it must first obtain Unanimous Shareholder Consent.
11.TRANSFER OF SHARES
11.1 No Shareholder shall sell, transfer, pledge, mortgage, charge, encumber or otherwise dispose of any Share or any interest in any Share except as otherwise set out in this Agreement.
11.2 A Shareholder may transfer all or any of their Shares to any of the following persons: (each a “Permitted Transferee”):
(a)a person being the spouse, child or other direct descendant or ancestor of BP (a “Family Member”); or
(b)trustees to hold on any trust under which the beneficiaries or potential beneficiaries are exclusively the transferor Shareholder and/or one or more of their Family Members; or
(c)between TSM and its parent, subsidiary and affiliate entities
11.3 Except for a transfer of Shares which is permitted under Clause 11.2, no Shares (or any interest in any Shares) shall be transferred until the following conditions of this Clause 11 are complied with.
11.4 Any Shareholder proposing to transfer a Share (the “Proposing Transferor”) shall give notice in writing (a “Transfer Notice”) to the Board that the Proposing Transferor desires to transfer such Shares. In the Transfer Notice the Proposing Transferor shall specify:
(a)the number of Shares which the Proposing Transferor wishes to transfer (the “Transfer Shares”) (which may be all or part only of the shares then held by the Proposing Transferor);
(b)the price at which the Proposing Transferor wishes to sell the Transfer Shares (the “Transfer Price”) and the identity of any person who has indicated a willingness to purchase the Transfer Shares at such price (the “Proposed Transferee”). A Transfer Notice, once given, shall not be revocable, except with the consent of the Board.
11.5 A Transfer Notice shall also state whether the Proposing Transferor wishes to impose a Total Transfer Condition (meaning a condition that unless all of the Transfer Shares are sold pursuant to the following provisions of this clause none shall be so sold), but in the absence of such a statement the Transfer Notice shall be deemed not to contain a Total Transfer Condition.
11.6 The Transfer Notice shall constitute the Company (by the Board) as the agent of the Proposing Transferor with authority and an obligation to sell the Transfer Shares (together with all rights attaching thereto at the date of the Transfer Notice or at any time thereafter) at the Transfer Price on the terms of this Clause 11.
11.7 The Transfer Shares shall, within ten (10) days of receipt of the Transfer Notice, be offered to the remaining Shareholders in proportion to their holding of Shares in the Company. If any Shareholder(s) do not wish to take their full allocation of Shares, the other Shareholders shall be entitled to purchase such Shares (and in the case of competition between Shareholders, in proportion to their relative
holding of Shares). The Board shall, acting reasonably, determine the process and timescales within which the Transfer Shares shall be offered to the remaining Shareholders, save that the remaining Shareholders shall be given a period of no less than ten (10) Business Days and no greater than thirty (30) Business Days to confirm the number of Shares they wish to purchase and to transfer cleared funds for the Shares to the Company.
11.8 At completion of any purchase of Transfer Shares, the Company shall (subject to receipt thereof from the relevant purchasers) pay the total Transfer Price for the Shares in cleared funds to the Proposing Transferor.
11.9 If, following the exhaustion of the above provisions, the Board does not receive acceptances in respect of all the Transfer Shares, the Proposing Transferor may, within thirty (30) days sell all or any of those Transfer Shares which have not been accepted as aforesaid to the Proposed Transferee identified in the Transfer Notice (or its nominee) but to no other person at any price which is not less than the Transfer Price and otherwise on terms and conditions which are not more favourable to the relevant purchaser than those on which the Transfer Shares were offered to the Shareholders under this Clause 11.
11.10 If a Proposing Transferor, having become bound to transfer any Transfer Shares pursuant to this clause, makes default in transferring the same the Board may authorise some person (who is (as security for the performance of the Proposing Transferor’s obligations) hereby irrevocably and unconditionally appointed as the attorney of the Proposing Transferor for the purpose) to execute the necessary instrument of transfer of such Transfer Shares and may deliver it on his/her behalf and the Company may receive the purchase money and shall thereupon (subject to such instrument being duly stamped with any necessary stamp duty) cause the transferee to be registered as the holder of such Transfer Shares and shall hold such purchase money on behalf of the Proposing Transferor. The Company shall not be bound to earn or pay interest on any money so held and shall not pay such money to the Proposing Transferor until she shall have delivered her share certificates (or an appropriate indemnity in respect of any lost certificates) to the Company. The receipt of the Company for such purchase money shall be a good discharge to the transferee who shall not be bound to see to the application thereof, and after the name of the transferee has been entered in the register of members in purported exercise of the aforesaid power the validity of the proceedings shall not be questioned by any person.
12.OBLIGATORY TRANSFER EVENT
12.1A Shareholder is deemed to have served a Transfer Notice under Clause 11.4 immediately before any of the following events:
(a)in the case of an individual, if he has a bankruptcy order made against him which is not annulled within thirty (30) days or, enters into any composition or arrangement with or for the benefit of his creditors or allows his shares in the Company to be charged in any way; or
(b)in the case of a company, if a liquidator, administrator or administrative receiver is appointed over it (or a material part of its business) and not withdrawn within thirty (30) days; or
(c)if any Shareholder commits any material breach of any of his obligations under this Agreement and fails to remedy such a breach within thirty (30) days after being given notice by the other Shareholders so to do.
12.2The deemed Transfer Notice under Clause 12.1 has the same effect as a Transfer Notice, except that:
(a)the deemed Transfer Notice takes effect on the basis that it relates to the Shareholder’s entire holding of Shares, does not identify a proposed buyer, does not contain a Total Transfer Condition or state a price for the shares;
(b)in the case of an event falling under Clause 11.2(a) and 11.2(b), the Transfer Price shall be deemed to be the lower of (i) the fair value of the relevant Shareholder’s Shares, and (ii) the subscription price originally paid by the relevant Shareholder for the Shares;
(c)in the case of an event falling under Clause 11.2(c), the Transfer Price shall be the fair value of the Shares.
12.3In determining the fair value of the entire issued share capital of the Company, the accountants shall rely on the following assumptions:
(a)the sale is between a willing seller and a willing buyer for the percentage of the Company owned by the transferor;
(b)the shares are sold free of all restrictions, liens, charges and other encumbrances;
(c)the sale is taking place on the date the accountants were requested to determine the fair value;
13.TAG ALONG AND DRAG ALONG
13.1Subject to the prior compliance with the provisions of Clauses 11 and 12 above, in the event that any Shareholder(s) (the “Selling Shareholders”) propose to sell the legal or beneficial interests in their shares which would result in the offer (the “Offeror”), and any person acting in concert with the Offeror, acquiring in excess of fifty percent (50%) of the shares in the Company, the remaining Shareholders (the “Remaining Shareholders”) shall have the right to require that the Selling Shareholders procure that the Offeror offers to purchase all their Shares at the same price and otherwise on the same terms offered to the Selling Shareholders (the “Tag Along Right”).
13.2The Tag Along Right may be exercised by the Remaining Shareholders serving notice to that effect on the Selling Shareholders at any time not less than fourteen (14) days prior to the date on which the Selling Shareholders sell their shares to the Offeror. A Tag Along Right once exercised shall be irrevocable but shall lapse (and the obligations thereunder shall lapse) in the event that for any reason the Selling Shareholders do not transfer such shares to the Offeror. Upon the exercise of the Tag Along Right, the Remaining Shareholders shall be bound to accept the offer made to them in respect of their entire holding of Shares and to comply with the obligations assumed by virtue of such acceptance.
13.3Subject to the prior compliance with the provisions of Clause 11 and 12 above, in the event that any Shareholder(s) (the “Selling Shareholders”) propose to sell the legal or beneficial interests in eighty-five percent (85%) or more of the issued share capital of the Company to a bona fide third party proposed purchaser (the “Offeror”), the Selling Shareholders and/or the Offeror may require the Remaining Shareholders to sell and transfer all their Shares to the Offeror (or as the Offeror directs) at the same price and otherwise on the same terms offered to the Selling Shareholders (the “Drag Along Right”).
The Selling Shareholders or the Offeror may exercise the Drag Along Right by serving notice to the Remaining Shareholders at any time not less than fourteen (14) days prior to the date on which the Selling Shareholders sell their shares to the Offeror. A Drag Along Right once exercised shall be irrevocable but shall lapse (and the obligations thereunder shall lapse) in the event that for any reason the Selling Shareholders do not transfer such shares to the Offeror. Upon the exercise of the Drag Along Right, the Remaining Shareholders shall be bound to accept the offer made to them in respect of their entire holding of Shares and to comply with the obligations assumed by virtue of such acceptance.
If any Shareholder does not, on completion of the sale of Shares pursuant to this clause, deliver share certificates and execute transfer(s) in respect of all of the Shares held, the defaulting Shareholder shall be deemed to have irrevocably appointed any person nominated for the purpose by the Selling Shareholders to be their agent and attorney to execute all necessary transfer(s) on their behalf, against receipt by the Company (on trust for such holder) of the consideration payable for the Shares, and deliver such transfer(s) to the Offeror (or as they may direct) as the holder thereof. After the Offeror (or its nominee) has been registered as the holder, the validity of such proceedings shall not be questioned by any such person. Failure to produce a share certificate shall not impede the registration of shares under this article
14.EXERCISE OF VOTING CONTROL
14.1Each of the Parties hereto (other than the Company) shall use its respective votes (where relevant) as Shareholders and/or Directors to ensure that:
(a)this Agreement is duly performed; and
(b)the provisions of the Articles from time to time are not infringed (save that in the event of any conflict between this Agreement and the Articles, this Agreement shall prevail unless otherwise expressly stated).
14.2It is agreed that the Company shall not be bound by any obligations hereunder which could constitute unlawful fetters on its powers.
15.TERMINATION
15.1Unless terminated earlier by mutual agreement of the Parties, this Agreement shall terminate in respect of all Parties on the earlier of a Sale or listing of the whole of the issued share capital of the Company or on the winding-up of the Company.
15.2The termination of this Agreement shall be without prejudice to any obligations or rights of any of the Parties hereto which have accrued prior to such termination and shall not affect any provision of this Agreement which is expressly or by
implication provided to come into effect on or to continue in effect after such termination.
16.WHOLE AGREEMENT
16.1This Agreement, together with any other agreements or letters signed on or around the date of this Agreement, and any documents referred to in it, constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
16.2Nothing in this Agreement operates to limit or exclude any liability for fraud.
17.VARIATION AND WAIVER
17.1A variation of this Agreement shall be in writing and signed by or on behalf of each Party.
17.2Any waiver of any right under this Agreement is only effective if it is in writing and signed by the waiving or consenting Party and it applies only in the circumstances for which it is given and shall not prevent the Party who has given the waiver or consent from subsequently relying on the provision it has waived in respect of any subsequent breach of that provision.
17.3No failure to exercise or delay in exercising any right or remedy provided under this Agreement or by law constitutes a waiver of such right or remedy or shall prevent any future exercise in whole or in part thereof.
17.4No single or partial exercise of any right or remedy under this Agreement shall preclude or restrict the further exercise of any such right or remedy.
17.5Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
18.NOTICE
18.1A notice or other communication under this Agreement shall be validly served one (1) business day after sending if sent by unreturned e-mail to:
For TSI or TSM to: [Omitted] with a second copy to [Omitted]
For Company to: [Omitted]
For BP as Founder and CEO to: [Omitted]
19.SEVERANCE
19.1If any provision of this Agreement (or part of any provision) is found by any court or other body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
19.2If any invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the Parties.
20.THIRD PARTY RIGHTS
Nothing in this Agreement confers or is intended to confer on any person who is not a party to this Agreement any right and/or benefit which that party would not have but for the provisions of the Contract (Rights of Third Parties) Act 1999 and such rights and/or benefits are hereby excluded to the fullest extent possible.
21.COUNTERPARTS
This Agreement may be executed in any number of counterparts, including by electronic signature, (but shall not be effective until each Party has executed at least one (1) counterpart), each of which, when executed, shall be an original and which together shall have the same effect as if each Party had signed the same document.
22.GOVERNING LAW AND JURISDICTION
22.1This Agreement shall be governed by, and construed in accordance with, the laws of England and Wales without giving effect to principles of conflicts of laws. If any dispute, controversy, or claim arises out of or in connection with this Agreement, including any question regarding its existence, validity, or termination (a “Dispute”), the parties shall first attempt in good faith to resolve the Dispute through negotiations. If the Dispute is not resolved within fourteen (14) days of written notice of the Dispute, the parties shall attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. If the Dispute is not resolved by mediation within thirty (30) days of the appointment of the mediator, or such longer period as the parties may agree in writing, the Dispute shall be finally settled by arbitration under the rules of THE ARBITRATION COURT OF THE ASSOCIATION OF EUROPEAN ATTORNEYS by a sole arbitrator.
EXECUTED as a DEED by the Parties hereto and delivered the date first aforementioned.
| | | | | | | | |
EXECUTED AS A DEED by
Berta Pappenheim | ) ) ) ) | /s/ Berta Pappenheim |
| 9 March 2026 | | |
| | | | | |
EXECUTED AS A DEED by
Trust Stamp Malta Limited | ) ) ) /s/ Andrew Scott Francis ) |
| |
SCHEDULE 1
Information regarding the Company
Part 1 – The Company pre-Completion
Charges: None
Directors: Berta Pappenheim
Issued share capital: 10,000 Ordinary Shares of £0.01 each
Shareholders: the Founder
Part 2 – The Company post Completion
Charges: None
Directors: Berta Pappenheim, TBA
Issued share capital: 20,000 Ordinary Shares of £0.01 each
Shareholders: the Founder and the Shareholder as set out below
| | | | | | | | | | | | | | |
| Name of Shareholder | Address of Shareholder | Class of Shares | Number of Shares | Shareholders’ Respective Proportions |
| Berta Pappenheim (“Founder”) | 18 Mandarin Way Cheltenham GL50 4RT | Ordinary £0.01 | 10,000 | 50% |
Trust Stamp Malta Limited (“Shareholder”) | TAGLIAFERRO BUSINESS CENTRE GAIETY LANE C/W HIGH STREET, SLIEMA, SLM 1551, Malta | Ordinary £0.01 | 10,000 | 50% |
CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement”) is dated 9 March 2026 (the “Agreement Date”) entered into by and between Trust Stamp Malta Limited, a company incorporated in Malta with registered address Tagliaferro Business Centre Gaiety Lane C/W High Street, Sliema, SLM 1551, Malta (“Trust Stamp”) and the CyberFish CyberPsychology Solutions Ltd, a company incorporated in England and Wales with registered address 2nd Floor 6 Oxford Street, Bolton, England, BL1 1RF (“CyberFish”).
(Trust Stamp and CyberFish are collectively referred to as the “Parties” and individually as a “Party”)
1.APPOINTMENT OF KEY PERSONNEL AND SCOPE OF SERVICES
1.1.CyberFish shall provide consulting services in connection with market development in the United Kingdom (“UK”), including but not limited to supporting market entry and expansion strategies, business development activities, partnership identification and engagement, commercial advisory, and such other related consulting services as may be agreed between the Parties from time to time (the “Services”).
1.2.CyberFish designate Ms. Berta Pappenheim (“Key Personnel”) to perform the Services on behalf of CyberFish.
1.3.CyberFish shall ensure that the Key Personnel, or another suitably qualified replacement approved by Trust Stamp, acting reasonably, performs the Services with due care, skill and diligence in relation to market development activities.
2.TIME COMMITMENT
2.1.CyberFish shall ensure that the Services are performed for an average of three (3) days per week, calculated over any rolling period of six (6) consecutive weeks.
2.2.The scheduling of such days shall be agreed in good faith between the Parties, taking into account Trust Stamp’s reasonable business needs.
3.STATUS OF THE PARTIES
3.1.CyberFish is an independent contractor and nothing in this Agreement shall render CyberFish, or any of its personnel including the Key Personnel, an employee, worker, agent, or partner of Trust Stamp.
3.2.The Key Personnel shall act solely as a representative of CyberFish and shall have no contractual relationship with Trust Stamp under this Agreement.
3.3.CyberFish shall be solely responsible for all compensation, taxes, insurance, and statutory obligations relating to its personnel.
4.RIGHTS AND OBLIGATIONS OF THE KEY PERSONNEL
4.1.CyberFish shall make available to Trust Stamp, the Key Personnel, its qualified employee to provide technical advisory and consulting services in relation to UK market development.
4.2.The Key Personnel shall remain an employee of CyberFish at all times. Nothing in this Agreement shall be deemed to create an employment relationship between Trust Stamp and the Key Personnel.
4.3.Under no circumstances shall Trust Stamp be held liable for any claims by third parties arising from CyberFish’s own or its Key Personnel’s own negligent acts or omissions in the course of performing this Agreement.
4.4.CyberFish shall remain fully responsible and liable for the acts and omissions of the Key Personnel in the performance of the Services. Any such acts or omissions shall be deemed those of CyberFish.
4.5.CyberFish shall take all steps necessary to ensure that the Key Personnel complies with all applicable obligations set forth in this Agreement. CyberFish shall ensure that the Key Personnel executes any internal undertakings or acknowledgements necessary to bind them to obligations equivalent to those set forth in this Agreement.
5.FEES AND PAYMENT
5.1.In consideration for the Services, Trust Stamp shall pay CyberFish fees in the amount of sixty-five thousand British pounds sterling (£65,000) per annum (the “Fees”), payable in twelve (12) equal monthly instalments against invoices issued by CyberFish.
5.2.CyberFish shall invoice Trust Stamp in accordance with this Section, and Trust Stamp shall pay undisputed invoices within thirty (30) days of receipt. For the avoidance of doubt, Trust Stamp shall have no payment obligations to the Key Personnel.
6.TERM AND TERMINATION
6.1.This Agreement shall commence on the Effective Date and continue until terminated by either Party upon thirty (30) day prior written notice.
6.2.Either Party may terminate this Agreement upon providing one (1) month’s prior written notice. Notwithstanding the foregoing, Trust Stamp shall be entitled to terminate this Agreement with immediate effect upon the occurrence of any of the following events:
a.any material breach of this Agreement by the Key Personnel or CyberFish;
b.any breach of the confidentiality obligations set out herein;
c.the emergence of any legal, regulatory, or compliance impediment relating to the Key Personnel or CyberFish that, in Trust Stamp’s reasonable opinion, adversely affects the performance or continuation of the Services; or
d.any misconduct and/or gross negligence by the Key Personnel and/or CyberFish
7.TAXATION
7.1.No statement of earnings will be issued by Trust Stamp to CyberFish. CyberFish is responsible for any taxes levied on the monies received under this contract.
8.CONFIDENTIALITY
8.1.All title, copyright, and any and all other proprietary rights of any nature whatsoever in and to any work product, materials, developments, inventions, discoveries, data, documentation, or other intellectual property created, developed, conceived, authored, or otherwise produced pursuant to or in connection with this Agreement (collectively, “Intellectual Property”) shall vest exclusively in Trust Stamp. CyberFish hereby acknowledges and agrees that any Intellectual Property created or contributed to by CyberFish and/or by its Key Personnel in the course of performing the Services is the sole and exclusive property of Trust Stamp. CyberFish expressly disclaims, on its own behalf and on
behalf of the Key Personnel, any ownership interest in or rights to such Intellectual Property. To the extent that, notwithstanding the foregoing, the Key Personnel or CyberFish is determined by a court of competent jurisdiction to possess any right, title, or interest in any such Intellectual Property, CyberFish (on its own behalf and on behalf of the Key Personnel) hereby assigns such right, title, or interest to Trust Stamp without restriction. CyberFish further covenants that it shall ensure that the Key Personnel holds any such residual rights in trust solely for the benefit of Trust Stamp and executes, delivers, and does all such acts, deeds, assignments, and other instruments as Trust Stamp may reasonably require from time to time in order to give full effect to Trust Stamp’s exclusive ownership of the Intellectual Property.
9.UNPUBLISHED INFORMATION
9.1.CyberFish shall ensure that neither CyberFish nor the Key Personnel communicates, discloses, or otherwise makes available to any person, government body, or other external entity any non-public or unpublished information disclosed to the Key Personnel or CyberFish in connection with this Agreement, except as required for the performance of the Services under this Agreement or with Trust Stamp’s prior written authorisation. The obligations set forth in this Section shall survive the expiration or termination of this Agreement.
9.2.The Key Personnel shall not advertise or publicise his or her association with Trust Stamp under this Agreement, nor shall the name or any logo of Trust Stamp be used for business or professional purposes or otherwise without the prior written approval of Trust Stamp. This provision shall survive the expiration or termination of this Agreement.
10.LIABILITY
10.1.CyberFish shall remain fully responsible and liable for all acts and omissions of its personnel performing the Services.
11.ASSIGNMENT AND SUBSTITUTION
11.1.CyberFish may not assign this Agreement without Trust Stamp’s prior written consent, not to be unreasonably withheld.
11.2.CyberFish may replace Ms. Pappenheim with another suitably qualified consultant subject to Trust Stamp’s prior written approval, not to be unreasonably withheld or delayed.
12.GENERAL
12.1.This Agreement constitutes the entire agreement between the Parties and may be executed in counterparts, each of which shall be deemed an original, and may be signed electronically, with electronic signatures having the same legal effect as original signatures.
12.2.This Agreement shall be governed by, and construed in accordance with, the laws of England and Wales without giving effect to principles of conflicts of laws. If any dispute, controversy, or claim arises out of or in connection with this Agreement, including any question regarding its existence, validity, or termination (a “Dispute”), the parties shall first attempt in good faith to resolve the Dispute through negotiations. If the Dispute is not resolved within fourteen (14) days of written notice of the Dispute, the parties shall attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. If the Dispute is not resolved by mediation within thirty (30) days of the appointment of the mediator, or such longer period as the parties may agree in writing, the Dispute shall be finally settled by arbitration under the rules of THE ARBITRATION COURT OF THE ASSOCIATION OF EUROPEAN ATTORNEYS by a sole arbitrator.
12.3.This Agreement may be amended or modified only by a written instrument signed by both Parties to this Agreement. Any amendments or modifications to this Agreement shall be binding upon the Parties and shall form an integral part of this Agreement.
Signed by Trust Stamp: Signed by CyberFish:
/s/ Andrew Scott Francis /s/ Berta Pappenheim
Andrew Scott Francis CyberFish
CEO | Trust Stamp Malta Limited
