Warrant Exercise Guide

As part of Trust Stamp’s $5M raise, we offered two different opportunities to invest. Our Regulation CF offering is now oversubscribed, but the Regulation D offering is still available. If you do not fit the criteria to invest, you can sign up to be notified of future offerings on our crowdfunding page.

1. Determine whether you hold warrants that are eligible for exercise during Trust Stamp’s Regulation A offering.

Shareholders that hold warrants as a result of their completed investments in Trust Stamp’s Regulation CF, Regulation D, or Regulation S offerings conducted from 25 August 2021 to 9 January 2022 are able to exercise these warrants during Trust Stamp’s Regulation A offering.

All warrants and shares from this round of funding have been electronically issued to individual accounts with Colonial Stock Transfer for each investment. If you are unsure of whether you purchased warrants, please log into Colonial’s Investor Portal here: https://sh.colonialstock.com
/Account/Login/

All warrants and shares from this round of funding have been electronically issued to individual accounts with Colonial Stock Transfer for each investment. If you are unsure of whether you purchased warrants, please log into Colonial’s Investor Portal here: https://sh.colonialstock.com/Account/Login/

2. Locate your subscription agreement, determine the details of your warrant, and read through the terms and conditions prior to submitting any information to exercise your warrant.

Initial Investment: Regulation CF offering

If you invested in Trust Stamp’s Regulation CF offering through the DealMaker platform, you will have received an email from investors@truststamp.ai, titled “T Stamp Inc - Trust Stamp Reg CF - Agreement Accepted” on completion of your investment.

Navigate to your investment portal by clicking the “Visit Deal” button in this email.

From there, click “REVIEW SIGNED DOCUMENTS” to view your subscription agreement.

Initial Investment: Regulation D or Regulation S offerings

If you invested in Trust Stamp’s Regulation D or Regulation S offerings directly with the company, you will have received an email from dse@docusign.net titled “Completed: Please DocuSign: T Stamp Inc. Reg D/S Subscription Agreement” which contains a link to your subscription agreement.

3. Complete the required information in the digital forms below to submit the Notice of Exercise and Investor Representation Statement online.

4. Follow the instructions provided here and in the Notice of Exercise to transfer the funds needed to purchase the number of shares indicated in your form submission.

Wire & ACH Transfer Instructions
Warrant Exercise FAQ

Exhibit A

Notice of Exercise

TO:
T STAMP, INC. (the “Company”)
AND TO:
Colonial Stock Transfer Co., Inc. 66 Exchange Place
Suite 100
Salt Lake City, UT 84111
Attn: Warrant Department
(1)
Exercise. The undersigned elects to purchase the following number of shares of Class A Common stock pursuant to the terms of the warrant attached to the fully executed subscription agreement(s) provided to the undersigned by T Stamp Inc. during the period beginning 09 August 2021 and ending January 9 2022.
Number of shares
(2) 
Method of Exercise. The undersigned elects to exercise the warrant pursuant to a cash payment tendered through wire or ACH transfer to T Stamp Inc. of the purchase price for such shares (US $4.00 per share) in full, together with all applicable transfer taxes, if any.
Wire & ACH Transfer Instructions
(3)
Conditional Exercise. Is this a conditional exercise pursuant to section 2(e) of the warrant:
OR
Indicate the applicable condition
(4)
Stock. Please make a book entry representing the shares in the name of:
OR
Name
Address:
(5)
Unexercised Portion of the Warrant. Please issue a new warrant for the unexercised portion of the attached warrant in the name of:
Name
Address:
(6)
Representations. The undersigned represents and warrants that all representations and warranties of the undersigned set forth in Section 10 of the warrant are true and correct as of the date hereof.
(7)
Investment Representation Statement. The undersigned has executed, below, an Investment Representation Statement in a form substantially similar to the form attached to the warrant as Exhibit A-1.
(8)
Consent to Receipt of Electronic Notice. Subject to the limitations set forth in Delaware General Corporation Law §232(e), the undersigned consents to the delivery of any notice to stockholders given by the Company under the Delaware General Corporation Law or the Company’s certificate of incorporation or bylaws by (i) facsimile telecommunication to the facsimile number provided below (or to any other facsimile number for the undersigned in the Company’s records), (ii) electronic mail to the electronic mail address provided below (or to any other electronic mail address for the undersigned in the Company’s records), (iii) posting on an electronic network together with separate notice to the undersigned of such specific posting or (iv) any other form of electronic transmission (as defined in the Delaware General Corporation Law) directed to the undersigned. This consent may be revoked by the undersigned by written notice to the Company and may be deemed revoked in the circumstances specified in Delaware General Corporation Law §232.
By providing your full name in the digital signature field and submitting this form, you affirm this information is correct and legally binding.
Digital signature of warrant holder
Your typed name constitutes your signature
Digital signature of signatory
Your typed name constitutes your signature
Date
Email address

Exhibit A-1

Investment Representation Statement

COMPANY:
T STAMP, INC.
WARRANT:
THE WARRANT AND THE SECURITIES ISSUED OR ISSUABLE UPON EXERCISE THEREOF
In connection with the purchase or acquisition of the above-listed Securities, the undersigned Investor represents and warrants to, and agrees with, the Company as follows:
(1)
No Registration. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.
(2)
Illiquidity and Continued Economic Risk. The Investor acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. The undersigned must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. The Investor acknowledges that it is able to bear the economic risk of losing the undersigned’s entire investment in the Securities. The Investor also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.
(3)
Company Information. The Investor understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Form C or any future offering circular of the Company. Investor has had such opportunity as it deems necessary (which opportunity may have presented through online chat or commentary functions) to discuss the Company’s business, management and financial affairs with managers, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. The Investor has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. The Investor acknowledges that except as set forth herein, no representations or warranties have been made to Investor, or to Investor’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.
(4)
Domicile. The Investor maintains Investor’s domicile (and is not a transient or temporary resident) at the address shown below.
(5)
No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by the Warrant or related documents based on any arrangement or agreement binding upon the Investor.
The Investor is signing this Investment Representation Statement on the date first entered above.
By providing your full name in the digital signature field and submitting this form, you affirm this information is correct and legally binding.
Digital signature of investor
Your typed name constitutes your signature
Digital signature of signatory
Your typed name constitutes your signature
Street Address
City, State, Zip
Thank you. We have received your Notice of Exercise. Once the exercise process is successfully completed and we have received your payment to purchase the indicated number of shares, we will begin processing your issuance, and your new shares of Class A Common stock will be issued within 2 weeks.

A Trust Stamp team member will contact you if we require any more information.
Sorry, something went wrong. Please email investorinquiries@truststamp.ai to proceed.