EX1A-6 MAT CTRCT 8 tm1926748d2_ex6-7.htm EXHIBIT 6.7

 

Exhibit 6.7

 

Between:

 

Emergent Technology Holdings LP (“EmTech”)

 

and

 

T Stamp Inc. (“Trust Stamp”)

 

and

 

10Clouds S.p z.o.o. (“10Clouds”)

 

Whereas:

 

1)Trust Stamp issued to EmTech a Simple Agreement for Future Equity on July 1, 2019 with an outstanding balance of $2,111,953 (“the EmTech SAFE”).

 

2)Trust Stamp issued to 10Clouds a Simple Agreement for Future Equity on December 29, 2017 with a face value of $750,000 (“the 10Clouds SAFE”).

 

3)10Clouds has performed software development services for EmTech or its affiliates in respect of which there is an outstanding payable (“Past Development Services”).

 

4)EmTech wishes to engage Trust Stamp to perform future software development services (“the Future Services”).

 

5)Trust Stamp intends to sub-contract some or all of the Future Services to 10Clouds.

 

It is now agreed as follows:

 

1.EmTech will issue to Trust Stamp an irrevocable purchase order (“the Purchase Order”) dated February 4, 2020 for $300,000 payable on February 4, 2020 solely by a reduction in the outstanding balance of the EmTech SAFE (“the Payment”), to be credited against mutually agreed Statements of Work (“SOWs”) in 2020. The Payment is non-refundable and the credit is non-assignable.
   
 2.Trust Stamp will enter into SOW’s with 10Clouds for appropriate sub-contract work under the Purchase Order.

 

 

 

 

3.10Clouds hereby releases EmTech and its affiliates from any liability for fees for Past Development Services up to and including January 31, 2020.
   
 4.The balance on the 10Clouds SAFE is hereby increased by $200,000 to $950,000 subject to an absolute right for Trust Stamp at its option to redeem that $200,000 for cash at any time before the conversion of the 10Clouds SAFE to equity as provided therein. In the absence of such redemption, the $200,000 shall be treated as having the same rights as the original $750,000.
   
 5.EmTech hereby reduces the balance due on the EmTech SAFE by $500,000 with immediate effect and asserts the outstanding balance to be $1,611,953.

 

Signed for Trust Stamp:  
Andrew Gowasack  
President
February 4, 2020

 

Signed for EmTech:  
Name: Brent de Jong
Office: Chairman
February 4, 2020

 

Signed for 10Clouds:  
Name: Michal Klujszo  
Office: Managing Partner
February 4, 2020

 

 

 

 

   

 

TITLE  Tripartite Agreement TStamp-10Clouds-EmTech
   
FILE NAME  Tripartite Agreem...tion Version).pdf
   
DOCUMENT ID  753287bd17d7152ab0f982044b64a42b46535280
   
AUDIT TRAIL DATE FORMAT  MM / DD / YYYY
   
STATUS  Completed

 

Document History

 

  02 / 04 / 2020 Sent for signature to Brent de Jong
22:23:40 UTC (brent.dejong@emergenttech.com), Michal Klujszo
  (michal.klujszo@10clouds.com) and Andrew Gowasack
    (agowasack@truststamp.ai) from
    daniel.chavez@emergenttech.com
    IP: 50.244.119.125
     
  02 / 04 / 2020 Viewed by Andrew Gowasack (agowasack@truststamp.ai)
22:25:16 UTC IP: 128.61.111.167
   
  02 / 04 / 2020 Viewed by Brent de Jong (brent.dejong@emergenttech.com)
23:01:23 UTC IP: 50.244.119.125
   
  02 / 04 / 2020 Viewed by Michal Klujszo (michal.klujszo@10clouds.com)
23:11:27 UTC IP: 89.64.83.30
   
  02 / 04 / 2020 Signed by Andrew Gowasack (agowasack@truststamp.ai)
22:27:52 UTC IP: 128.61.111.167

 

 

 

 

 

   

 

 

TITLE Tripartite Agreement TStamp-10Clouds-EmTech
   
FILE NAME Tripartite Agreem...tion Version).pdf
   
DOCUMENT ID 753287bd17d7152ab0f982044b64a42b46535280
   
AUDIT TRAIL DATE FORMAT MM / DD / YYYY
   
STATUS Completed

 

Document History

 

  02 / 04 / 2020 Signed by Brent de Jong (brent.dejong@emergenttech.com)
23:01:42 UTC IP: 50.244.119.125
     
  02 / 05 / 2020 Signed by Michal Klujszo (michal.klujszo@10clouds.com)
15:51:12 UTC IP: 78.11.110.178
     
  02 / 05 / 2020 The document has been completed.
15:51:12 UTC