Exhibit 2.1

SHARE PURCHASE AGREEMENT

Date: October 06, 2026

SERGIO ENRIQUE FOGEL KAPLAN

ANDRÉS BZUROVSKI BAY

FDCTECH INC.

ASTROPAY GLOBAL HOLDINGS

This Share Purchase Agreement (this “Agreement”) is made on October 06, 2026 (the “Effective Date”).

PARTIES

1.	Sergio Enrique Fogel Kaplan, of Cl Riveros, Gral. Roberto P. 1231, Montevideo, CP 11327-01750, Uruguay (a “Seller” and, together with Andrés Bzurovski Bay, the “Sellers”);

2.	Andrés Bzurovski Bay, of Joaquín Nuñez 3127, Apto 1001, Piso 10, Montevideo, CP 11300, Uruguay (a “Seller” and, together with Sergio Enrique Fogel Kaplan, the “Sellers”);

3.	FDCTech Inc., a company incorporated in the United States, with its principal place of business at 200 Spectrum Drive, Suite 300, Irvine, CA 92618 (the “Buyer”); and

4.	AstroPay Global Holdings, a company incorporated in the Cayman Islands with registration number CA-385245, whose registered office is at Cayman Fiduciary Limited, Third Floor, Landmark Square, 64 Earth Close, PO BOX 707 Camana Bay, Grand Cayman, Cayman Islands, KY19006 (the “Guarantor”),

each a “Party” and together the “Parties”.

RECITAL

(A)	The Sellers together own the entire issued share capital of Larstal Limited, a company incorporated in England and Wales with company number 10613069, whose registered office is at C/O Kirk Rice LLP, Victoria House, 178- 180 Fleet Road, Fleet, England, GU51 4DA (the “Company”).

(B)	Sergio Enrique Fogel Kaplan holds 3,108,876 ordinary shares of £0.01 each in the Company, and Andrés Bzurovski Bay holds 3,108,876 ordinary shares of £0.01 each in the Company, together representing 100% of its issued share capital (the “Shares”).

(C)	The Company owns the entire issued share capital of Larstal Denmark ApS, a private limited company (anpartsselskab) registered in Denmark, with registered office at C/O Regus, Frederiksborggade 15, 3., 1360 København K, Denmark (the “Subsidiary”, and together with the Company, the “Target Group”). On or around the date of this Agreement, the Company (with the consent of the Sellers) has agreed to sell the entire issued share capital of the Subsidiary to the Buyer pursuant to a separate share purchase agreement dated 6 October 2026 between the Company (as seller), the Buyer and the Guarantor (the “Denmark SPA”), to complete directly and in parallel with this Agreement.

(D)	The Company holds an authorisation as an electronic money institution granted by the Financial Conduct Authority (the “FCA”) under the Electronic Money Regulations 2011 (SI 2011/99) (the “EMRs”) (such authorisation, the “EMI Licence”), and is accordingly subject to the EMRs, the Payment Services Regulations 2017 (the “PSRs”), the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the “MLRs”), the applicable rules, guidance and technical standards issued by the FCA (including the FCA Handbook and CASS 15 (safeguarding) of it), and any assimilated law (within the meaning of the Retained EU Law (Revocation and Reform) Act 2023) derived from EU technical standards, in each case as they apply to electronic money institutions (together, the “EMI Regulatory Framework”).

(E)	The acquisition of the Shares by the Buyer will result in a change of control of the Company for the purposes of the controllers regime under Part XII of the Financial Services and Markets Act 2000 (“FSMA”) (as it applies to authorised electronic money institutions), and is accordingly conditional upon the prior approval of, or non-objection by, the FCA.

(F)	the Sellers’ obligations and rights as set out in this Agreement shall be assumed by the Guarantor.

(G)	The Guarantor is a party to this Agreement for the purpose of assuming, as primary obligor, the obligations and liabilities of the Sellers under this Agreement in accordance with Article 2.3 and Schedule 2.

IT IS AGREED as follows:

ARTICLE 1 - DEFINITIONS AND INTERPRETATION

1.	In this Agreement, unless the context otherwise requires, the following words and expressions have the following meanings:

“Affiliate” means, in relation to any person, any other person which directly or indirectly controls, is controlled by, or is under common control with that person from time to time;

“AML Legislation” means the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Sanctions and Anti-Money Laundering Act 2018 and regulations made under it, any guidance issued by the FCA, the guidance of the Joint Money Laundering Steering Group approved by HM Treasury, and FATF-derived standards, in each case as they apply to the Company;

“Banking Partner” means any counterparty to a Material Contract identified in the Change-of-Control Clauses List disclosed under item 4.8 of the Data Room as containing a change-of-control, assignment or termination-on-change-of-control right;

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, United Kingdom and Copenhagen, Denmark;

“Cash” means cash in hand or credited to any account of the Company with a bank or financial institution, and “Cash Equivalents” means short-term, highly liquid investments that are readily convertible into known amounts of cash, in each case excluding any amount held pursuant to the Safeguarding Arrangements excluding any item included in the calculation of any trading indebtedness incurred in the ordinary course of business or any liability of the Company to electronic money holders or payment service users in respect of funds held under the Safeguarding Arrangements.

“CIC” means change of control in respect of the Transaction;

“CIC Application” means the notification of the change of control of the Company submitted to the FCA in respect of the Transaction pursuant to section 178 of FSMA by the Buyer and by each other person who will, as a result of the Transaction, acquire or increase control (directly or indirectly) over the Company;

“CIC Approval” means the approval of the FCA of the CIC Application, or the FCA being treated as having approved the acquisition under section 189 of FSMA by reason of the expiry of the assessment period without the FCA having given a warning notice of objection to, or having imposed conditions unacceptable to the Buyer on, the change of control of the Company resulting from the Transaction;

“Claim” means Indemnity Claim and/or Warranty Claim; “Companies Act” means the Companies Act 2006, as amended;

“Completion” means completion of the sale and purchase of the Shares in accordance with Article 5;

“Completion Accounts” means the completion accounts of the Company to be prepared in accordance with ARTICLE 8 and Schedule 1;

“Completion Disclosure Letter” has the meaning given to it in Article 6.9;

“Completion Net Cash” means the actual Cash less Debt as at the close of business on the date of Completion as stated in the Completion Net Cash Statement which, for the avoidance of doubt, may be a positive or negative figure.

“Completion Net Cash Statement” means the written statement setting out the Completion Net Cash as agreed or determined in accordance with Schedule 1.

“Data Room” means the electronic data room hosted by Adv. Shimon Kogan, the solicitor of the Buyer, with the title “Larstal Limited”, comprising the documents and other information relating to the Company made available to the Buyer and its advisers in relation to the Transaction;

“Data Room Index” means the index, in agreed form, attached to the Disclosure Letter and showing the contents of the Data Room as at 02.10.2016;

“Debt” means, without double counting, all borrowings and other indebtedness in the nature of borrowing of the Company, including amounts owed under loans, overdrafts, bonds, notes or finance leases, and any accrued but unpaid interest thereon, in each case other than any liability of the Company to electronic money holders or payment service users in respect of funds held under the Safeguarding Arrangements or any trading indebtedness incurred in the ordinary course of business;

“Deposit” has the meaning given in Article 3;

“Disclosed” means fairly disclosed (with sufficient detail to the Buyer of the nature and scope of the matter, fact or circumstance disclosed) in the Disclosure Letter;

“Disclosure Letter” means the letter, in agreed form, from the Sellers to the Buyer with the same date as this Agreement and described as the Disclosure Letter;

“EMI Licence” has the meaning given in Recital (D);

“EMI Regulatory Framework” has the meaning given in Recital (D);

“Encumbrance” means any claim, lien, equity, charge, encumbrance, security interest, option, right of pre-emption or other third-party right of any description;

“Execution Payment” means together, the First Execution Payment and the Second Execution Payment;

“Indemnity Claim” means a claim for breach of any of the Seller’s Indemnities; “Interim Payments” has the meaning given in Article 3;

“Material Contracts” means the material contracts of the Company delivered under section 4.5 of the due diligence and made available to the Buyer in the Data Room, including the partnership agreements with OpenPayd and Wallester;

“Own Funds” means the own funds of the Company calculated in accordance with regulation 19 of, and Schedule 2 to, the EMRs (including Method D in respect of the issuance of electronic money and, in respect of any unrelated payment services, the method applicable to the Company), required to be maintained on a continuous basis at not less than the higher of the initial capital requirement of EUR 350,000 and the amount so calculated;

“EMRs” means the Electronic Money Regulations 2011 (SI 2011/99), as amended; “FCA” means the Financial Conduct Authority;

“FSMA” means the Financial Services and Markets Act 2000, as amended;

“NCA” means the National Crime Agency (including, where the context requires, its UK Financial Intelligence Unit);

“PSRs” means the Payment Services Regulations 2017, as amended; “Price” has the meaning given to it in Article 3;

“Regulatory Warranties” means the warranties given by the Sellers under Article 6.1.B (Regulatory Standing), including as amended by this Agreement;

“Restricted Party” means a person that is (i) listed on, or owned or controlled by a person listed on, any sanctions list maintained by the United Kingdom (including by HM Treasury’s Office of Financial Sanctions Implementation (“OFSI”)), the European Union, the United States (including by the Office of Foreign Assets Control) or the United Nations; or (ii) located in, incorporated under the laws of, or ordinarily resident in, a country or territory that is the subject of comprehensive sanctions;

“Safeguarding Arrangements” means the arrangements maintained by the Company for the safeguarding of electronic money holders’ and payment service users’ funds, whether by segregation in a designated account with a credit institution or by insurance or comparable guarantee;

“Seller’s Indemnities” means the indemnities given by the Sellers under Article 9;

“Seller’s Solicitors” means Preiskel & Co LLP of 4 King’s Bench Walk, Temple, London EC4Y 7DL;

“Shares” has the meaning given in Recital (B) above;

“Target Cash” means an amount in USD equal to the Company’s Own Funds requirement under the EMI Regulatory Framework as at the Effective Date, calculated in accordance with regulation 19 of, and Schedule 2 to, the EMRs and converted into USD at the spot rate of exchange published by the Bank of England on the date of Completion. The Sellers shall notify the Buyer of the Target Cash, together with reasonable supporting calculations, within ten (10) Business Days of the Effective Date; absent manifest error, such determination shall be final and binding, and any dispute as to the Target Cash shall be referred to the Expert in accordance with paragraph 2.3 of Schedule 1;

“Target Group” means, collectively, the Company and each of its respective Subsidiaries from time to time, and “member of the Target Group” or “Target Group Member” means any one of them individually;

“Tax” or “Taxation” means all forms of taxation, duties, levies, imposts and social security contributions, whether direct or indirect and whether imposed in the United Kingdom, Denmark or elsewhere, including corporation tax, tax on chargeable gains, income tax, withholding tax, value added tax and stamp duty, together with all penalties, charges, surcharges, fines and interest relating to any of them, regardless of whether chargeable directly or primarily against or attributable to the Company or any other person, and “Taxes” shall be construed accordingly;

“Tax Authority” means HM Revenue & Customs, the Danish Tax Agency (Skattestyrelsen) and any other taxing or other authority, body or official, in the United Kingdom, Denmark or elsewhere, competent to impose, administer, assess or collect any Tax;

“Transaction” means the transaction contemplated by this Agreement or any part of that transaction;

“Transaction Documents” means this Agreement and all other documents to be entered into pursuant to or in connection with it, and each a “Transaction Document”.

“Transaction Warranties” means the warranties given by the Sellers under Article 6; and

“Warranty Claim” means a claim for breach of any of the Transaction Warranties.

2.	The following interpretation shall apply:

	A.	Article, clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.

	B.	References to clauses and Schedules are to the clauses of and Schedules to this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.

	C.	The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

	D.	A reference to this Agreement or to any Transaction Document is a reference to this Agreement or the relevant Transaction Document as varied or novated (in each case, other than in breach of the provisions of this Agreement) in accordance with its terms from time to time.

	E.	Unless the context otherwise requires:

	(i)	words in the singular shall include the plural and the plural shall include the singular; and

	(ii)	a reference to one gender shall include a reference to the other genders.

	F.	A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

	G.	This Agreement shall be binding on and enure to the benefit of, the parties to this Agreement and their respective successors and permitted assigns, and references to a party shall include that party’s successors and permitted assigns.

	H.	A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

	I.	A reference to writing or written includes email but not fax.

	J.	Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

	K.	Unless expressly provided otherwise, reference to a statute or statutory provision is a reference to it as it is in force at the date of this Agreement.

	L.	A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

	M.	Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

	N.	References to a document in “agreed form” are to that document in the form agreed by the parties (being the Buyer and the Seller’s Solicitors) and identified as such in writing by them or on their behalf

ARTICLE 2 - SALE AND PURCHASE OF THE SHARES

1.	Each Seller, as the sole legal and beneficial owner of the Shares set against his name in Recital (B), shall sell, and the Buyer shall purchase, the entire legal and beneficial interest in the Shares, free from all Encumbrances and together with all rights attaching to the Shares as at Completion, including the right to receive all dividends and distributions declared, paid or made after Completion.

2.	Each Seller waives, and shall procure the waiver of, any right of pre-emption or other restriction on transfer conferred on it or any other person under the articles of association of the Company or otherwise in respect of the Shares, it being acknowledged that the Sellers are the only sellers of the Shares under this Agreement.

3.	In consideration of the Buyer entering into this Agreement, the Guarantor irrevocably and unconditionally assumes, as primary obligor of each obligation and liability of the Sellers under this Agreement (including under Articles 6, 9 and 11 and Schedule 2), and any payment due to the Sellers under this Agreement shall be made in accordance with Article 3.5.

ARTICLE 3 - CONSIDERATION

1.	A deposit of USD 117,500, representing ten per cent (10%) of the Price, has been paid by the Buyer by bank wire to the client account of the Seller’s Solicitors pursuant to the term sheet dated 03 August 2026, to be held and applied in accordance with the irrevocable instruction issued by the Sellers to the Seller’s Solicitors (the “Irrevocable Instruction” and the “Deposit”). For the avoidance of doubt, the Deposit shall be released to the Sellers upon execution of this Agreement and constitutes the First Execution Payment.

2.	The aggregate consideration for the Shares under this Agreement shall be USD 1,175,000 plus Cash and minus Debt, payable by the Buyer for the Shares of the Company under this Agreement and payable in accordance with Article 3.5 as follows:

	A.	[Intentionally left blank: see Article 3.1.]

	B.	The Buyer paid the Sellers USD 117,500, representing a further ten per cent (10%) of the Price, together with the execution of the term sheet dated 3 August 2026 (the “First Execution Payment”).

	C.	The Buyer shall pay to the Sellers USD 117,500, representing a further ten per cent (10%) of the Price, on submission of the CIC Application to FCA (the “Second Execution Payment”) (the Second Execution Payment together with the First Execution Payment, the “Execution Payment”).

	D.	From the date of execution of this Agreement until Completion, the Buyer shall pay to the Sellers USD 60,000 on the fifteenth (15th) day of each calendar month, representing the monthly Interim Payment due under this Agreement (the “Interim Payments”). For the avoidance of doubt, if the payment falls due for payment on a day that is not a Business Day, the due date for payment shall be deemed to be the immediately preceding Business Day.

	E.	The Target Cash and the balance of the Price attributable to the Shares, after deduction of the Deposit, the Execution Payment and the Interim Payments paid under this Agreement, shall be paid in cleared funds at Completion (the “Remaining Consideration”), to the Seller’s Solicitors, for onward distribution to the Sellers or their assignee.

3.	Save as expressly provided in this Agreement, the Deposit, each Execution Payment and each Interim Payment are non-refundable once paid and shall not be repayable to the Buyer in any circumstances, including if the Transaction does not proceed to Completion for any reason and including any refusal or failure to obtain the CIC Approval. Each such payment shall be made without set-off, counterclaim, deduction or withholding.

4.	The Price has been determined on a Cash-Free, Debt-Free basis by reference to the Completion Accounts, to be prepared in accordance with ARTICLE 8 and Schedule 1, and on the basis that, at Completion, the Company’s Own Funds are not less than the amount required under the EMI Regulatory Framework and the Safeguarding Arrangements are in place and unimpaired.

5.	Notwithstanding any other provision of this Agreement, any payment due to the Sellers under this Agreement shall be made to the Guarantor or any other company which is affiliated with the Guarantor (and as is directed by the Guarantor), and any payment so made shall constitute full and valid discharge of the Buyer’s corresponding payment obligation, provided that this Article shall not affect the payment, holding, release or application of the Deposit in accordance with the Irrevocable Instruction.

6.	If the Buyer fails to pay any Interim Payment, or any other sum due under this Article 3, within five (5) Business Days of its due date, then, without prejudice to any other right or remedy available to the Seller: (a) interest shall accrue on the overdue amount from the due date until payment in full at the rate of four per cent (4%) per annum above the base rate of the Bank of England, accruing daily and compounded quarterly; and (b) the Sellers may serve written notice on the Buyer of such failure (a “Late Payment Notice”), and if the Buyer has not remedied the failure in full within five (5) Business Days of receipt of a Late Payment Notice, the Guarantor may terminate this Agreement by written notice to the Buyer, in which case all sums already paid by the Buyer under this Article 3 shall be retained by the Guarantor.

ARTICLE 4 - CONDITIONS

1.	Completion is conditional on:

	A.	the Buyer obtaining CIC Approval from the FCA in respect of the change of control of the Company resulting from the Transaction, which condition may not be waived;

	B.	no notice, order or direction having been given by the FCA under FSMA or the EMRs suspending the voting rights attaching to, or requiring divestment of, the Shares, and the EMI Licence remaining in full force and effect and not having been varied (save for [the requirements imposed on the Company by the FCA with effect from 11 April 2024 and] any variation made with the Buyer’s prior written consent[, in each case as Disclosed]), suspended or revoked;

	C.	the Safeguarding Arrangements remaining in place and unimpaired, and the Company’s Own Funds not falling below the minimum required under the EMI Regulatory Framework, as at Completion.

	D.	each of the Regulatory Warranties remaining true and accurate in all material respects at Completion save as Disclosed in the Completion Disclosure Letter as if repeated immediately before Completion by reference to the facts and circumstances then existing.

	E.	completion of the Denmark SPA having occurred before, or occurring simultaneously with, Completion of this Agreement, save that the Buyer may waive this condition by written notice to the Sellers and the Guarantor only if the Buyer has first obtained (to the extent required) the approval of, or non-objection by, Finanstilsynet under the Danish Payments Act to the Buyer’s indirect acquisition of a qualifying holding in the Subsidiary through the Company.

The Buyer shall be primarily responsible, and shall bear the costs, for preparing and submitting the CIC Application to the FCA as soon as reasonably practicable, and in any event within fourteen (14) days, following execution of this Agreement, and the Guarantor shall procure that the Company and its officers provide all information, certifications and supporting documentation reasonably requested by the FCA or reasonably required by the Buyer to complete the CIC Application, so as to reach the completeness gate for the assessment period as promptly as possible. The Buyer acknowledges that the regulatory burden for the change of control process rests primarily on the Buyer, and the Buyer assumes the risk of any delay, conditions or refusal in connection with the CIC Approval. The Buyer shall keep the Sellers and the Guarantor fully informed of all developments in relation to such CIC Application. The Buyer shall procure that each person who will acquire or increase control over the Company as a result of the Transaction submits the notice required of it under section 178 of FSMA as part of, or at the same time as, the CIC Application.

3.	From the Effective Date until Completion: (a) the Sellers shall procure that the Company works cooperatively with the Buyer to add further transactional bank accounts and to onboard a new transactional banking relationship, in preparation for CIC Approval; (b) the Sellers shall procure that the Company shall use reasonable efforts to maintain the EMI Licence in good standing, continues to comply with the EMI Regulatory Framework and the AML Legislation in all material respects, and does not amend, surrender or agree to any variation of the EMI Licence, or agree to any material commitment, undertaking or requirement of the FCA, without the Buyer’s prior written consent; and (c) the Sellers shall permit the Buyer to add a trade name to the Company (which is not Astropay) for the purpose of explaining the transition plan to the FCA in connection with the CIC Application. Until Completion, the Sellers shall remain the sole legal and beneficial owners of the Shares and shall retain ultimate authority and responsibility for the governance and operation of the Company.

4.	If the FCA notifies the Seller, the Company or the Buyer that it objects to the CIC Application, or imposes conditions on its approval that are not satisfactory to the Buyer acting reasonably, the Buyer may terminate this Agreement by written notice to the Sellers and the Guarantor, and all sums paid by the Buyer to the Sellers or the Guarantor under Article 3 shall be retained by the Sellers or the Guarantor. For the avoidance of doubt, in no event shall the Buyer be entitled, based on a refusal or failure of the CIC Approval, to seek indemnification against the Sellers or any of its affiliates, or to recover any amounts paid under Article 3, except in the case of the Seller’s fraud.

5.	If Completion has not occurred within twelve (12) months following the Effective Date, or such later date as the Buyer and the Sellers may agree in writing, either the Buyer or the Sellers may terminate this Agreement by written notice to the other, without prejudice to any accrued rights or liabilities of either Party. Notwithstanding the foregoing, if Completion has not occurred because the CIC Application remains under consideration by the FCA, and provided that such delay is not due to the failure to promptly file the CIC Application or subsequently promptly provide any information required for such application within the applicable timelines, neither Party may terminate this Agreement pursuant to this Article 4.5, and the date for Completion shall be automatically extended until the date of CIC Approval or rejection.

6.	If the Denmark SPA is terminated by the Company or the Guarantor pursuant to Article 4.5 of the Denmark SPA before Completion and completion of the Denmark SPA has occurred, the Buyer may terminate this Agreement by written notice to the Sellers and the Guarantor, without prejudice to any accrued rights or liabilities of any Party.

ARTICLE 5 – COMPLETION

1.	Completion shall take place as soon as practicable and no later than 3 Business Days following satisfaction of the conditions in Article 4, at a place and time to be agreed by the Parties.

2.	At Completion, the Sellers shall procure that the Company delivers to the Buyer:

stock transfer forms in respect of the Shares duly executed by each Seller in favour of the Buyer (or its nominee), together with the share certificates for the Shares (or an indemnity in the agreed form in respect of any lost certificate);

	B.	a signed copy of the minutes of a meeting of the board of directors of the Company approving (subject only to the stock transfer forms being duly stamped) the registration of the Buyer (or its nominee) as holder of the Shares, and the register of members of the Company duly written up accordingly;

	C.	unless otherwise agreed in writing, resignations of all directors of the Company with effect from Completion, together with written confirmation from each resigning director that they have no claim against the Company;

	D.	a statement of the Company’s Own Funds as at the most recent practicable date prior to Completion, together with evidence that the Safeguarding Arrangements are in place and unimpaired; and

	E.	such other documents as are reasonably necessary to vest title to the Shares in the Buyer and to give the Buyer control of the Company.

3.	At Completion, the Buyer shall pay the Remaining Consideration in accordance with Article 3.2(D).

4.	Promptly following Completion, the Buyer shall procure that the Company notifies the FCA and any other relevant authority of the change of control and the composition of the Company’s management body, to the extent required under FSMA or the EMRs. In addition, the Buyer shall procure that the Company (i) files updated persons with significant control (PSC) information with Companies House within the time period required under the Companies Act, and (ii) notifies the FCA, in accordance with the EMRs and the FCA’s notification requirements (including by submission of a PSD Individual form), of the appointment of any new director or person responsible for the management of the Company, and (iii) ensures that each director appointed at or following Completion has verified his or her identity with the registrar of companies as required under the Companies Act (as amended by the Economic Crime and Corporate Transparency Act 2023), in each case to the extent required under FSMA, the EMRs or the Companies Act.

ARTICLE 6 - TRANSACTION WARRANTIES

The Sellers warrant to the Buyer, in the terms set out below, as to title, capacity, the regulatory standing and licensing of the company (including the EMI licence, the own funds requirement and the safeguarding arrangements), financial position, material contracts, litigation, tax and employment matters.

Title and Capacity

	(i)	each Seller is the sole legal and beneficial owner of the Shares set against his name in Recital (B), free from all Encumbrances, and has full power and authority to sell the Shares on the terms of this Agreement.

	(ii)	The Shares constitute the entire issued and allotted share capital of the Company and are fully paid.

	(iii)	No person has any right (whether exercisable now or in the future and whether contingent or not) to require the Company to issue any share capital.

Regulatory Standing

	(i)	The Company holds the EMI Licence, which is valid, subsisting and in full force and effect, and the Company has not received notice from the FCA of any intention to vary, suspend or revoke it.

	(ii)	The Company conducts its business within the scope of activities permitted under the EMI Licence and has not carried on any regulated activity for which it is not authorised.

	(iii)	The Company’s Own Funds have, at all times during the twelve (12) months prior to the Effective Date, met the requirement applicable to it under the EMI Regulatory Framework, calculated in accordance with the method notified to the FCA.

	(iv)	The Safeguarding Arrangements comply with the EMRs and (from 7 May 2026) CASS 15 of the FCA Handbook, are unimpaired, and cover in full the Company’s liabilities to electronic money holders and payment service users.

	(v)	Save as Disclosed, the Company is not subject to any outstanding order, undertaking, warning, remedial programme, fine or enforcement measure imposed by the FCA, the NCA and/or any other applicable authority, and has not been notified of any pending investigation or supervisory action. Save as Disclosed, at no time in the three (3) years prior to the Effective Date has the Company, any Seller, the Guarantor or any other member of the AstroPay group been subject to any order, undertaking, warning, remedial programme, fine or enforcement measure imposed by the FCA, the NCA, OFSI or any other applicable authority in connection with the business of the Company.

	(vi)	The Company has, at all times during the five (5) years preceding the Effective Date, complied in all material respects with the AML Legislation, including customer due diligence, ongoing monitoring, record-keeping and suspicious activity reporting obligations to the NCA, and, save as Disclosed, has not failed to make any suspicious transaction report that it was required to make.

	(vii)	The Company is, and has at all times been, in compliance with all applicable sanctions laws and regulations of the European Union, the United Kingdom and the United States, and neither the Company nor, to the Seller’s knowledge, any of its officers, employees or agents is a Restricted Party or has engaged in any transaction with a Restricted Party in violation of applicable sanctions laws.

	(viii)	The Company has complied in all material respects with the UK GDPR, the Data Protection Act 2018 and all other applicable data protection legislation in the conduct of its business.

	(ix)	The Company has commissioned an independent third-party assurance report on its compliance with the Safeguarding Arrangements (being, for periods before 7 May 2026, the safeguarding audit expected by the FCA under the EMRs and its Approach Document on payment services and electronic money and, for periods from 7 May 2026, the annual safeguarding audit required under CASS 15 of the FCA Handbook) in respect of each of its last three financial periods; true and complete copies of each such report, including the report for the period from 1 January 2025 to 31 October 2025 (which contained a qualified conclusion), have been disclosed to the Buyer; and, save as Disclosed, no such report contains any qualified conclusion, or any finding that remains unremediated as at the Effective Date; and the Company has submitted to the FCA, in full and on time, each monthly safeguarding return required of it since 7 May 2026.

	(x)	The Company holds all agent and distributor registrations required under the EMRs (each of which is accurately reflected on the Financial Services Register), and has made all notifications required under regulation 26 of the EMRs in respect of, and holds in good standing, its third-party outsourcing agreements, true and complete copies of which have been disclosed to the Buyer.

Financial Position

	(i)	The accounts of the Company disclosed to the Buyer give a true and fair view of its financial position as at the date to which they are prepared and have been prepared in accordance with applicable UK accounting standards (UK-adopted international accounting standards or, as applicable, FRS 101/FRS 102), consistently applied.

	(ii)	Since the date of the last accounts disclosed to the Buyer, the Company has carried on its business in the ordinary course and there has been no material adverse change in its financial position.

Material Contracts

	(i)	True and complete copies of all Material Contracts of the Company, including banking, safeguarding, agency, outsourcing and payment scheme agreements, have been disclosed to the Buyer, and there are no material contracts to which the Company is a party that have not been so disclosed.

	(ii)	The Company is not in material breach of any Material Contract, and no party has given notice to terminate any Material Contract as a result of the Transaction.

Litigation and Investigations

(i)

The Company is not engaged in, and has not been threatened with, any litigation, arbitration or regulatory investigation or proceeding.

Tax

(i)

The Company have, in all material respects, duly and timely complied with all applicable Tax filing, reporting in the United Kingdom and Denmark, respectively, and, as at the date of this Agreement, neither the Company nor the Subsidiary is subject to any unresolved material dispute, enquiry, investigation, assessment or claim by any Tax Authority in respect of Taxes.

	(ii)	No Tax is or will be payable by the Company in respect of any gain, profit or other amount arising directly from or in connection with the disposal of the shares in the Subsidiary pursuant to the Denmark SPA. The payment of the consideration payable in respect of such disposal by the purchaser directly to the Guarantor or any of its Affiliates in accordance with Article 3.5 of the Denmark SPA shall not, give rise to any additional Tax liability of the Company, nor shall such payment alter the Tax treatment of the disposal of the shares in the Subsidiary.

	(iii)	Company confirms and agrees that the payment by the purchaser of the consideration for the disposal of the shares in the Subsidiary directly to the Guarantor or any of its Affiliates in accordance with Article 3.5 of the Denmark SPA is expressly authorised and directed by the Company and, to the extent of the amount so paid, shall constitute full and valid discharge of the purchaser’s obligation to pay such consideration to the Company. The Company shall procure that all corporate approvals, authorisations and procedures required in connection with such payment and, to the extent applicable, any distribution or transfer of value by the Company to its shareholders arising in connection therewith, are duly obtained, completed and maintained, and that any such distribution or transfer is made in compliance with Part 23 of the Companies Act 2006 and all other applicable provisions of the Companies Act 2006. For the avoidance of doubt, the payment by the purchaser directly to the Guarantor or its Affiliates in accordance with Article 3.5 of the Denmark SPA shall not, in itself, constitute an unlawful distribution or transaction at an undervalue by the Company.

Employment

(i)

True and complete details of all employees, consultants and directors of the Company, including their terms of engagement, have been disclosed to the Buyer in the Data Room, and the Company has complied in all material respects with applicable UK employment legislation.

Continuity of Group Arrangements

(i)

The Company’s systems and controls, as presently constituted (including those provided by the Sellers, the Guarantor and/or Tikrel Investment S.A.), are adequate and proportionate to its regulated activities.

2.	The Sellers warrant to the Buyer that except as Disclosed, each Transaction Warranty is true, accurate and not misleading as at the Effective Date.

3.	Except as set out in this Article 6 or as Disclosed, the Shares and the Company are sold “as is” and the Sellers give no other representations or warranties, whether express or implied.

4.	Each of the Transaction Warranties is separate and independent and, unless specifically provided otherwise, is not limited by reference to any other Warranty or any other provision in this Agreement.

5.	The Buyer warrants that at the Effective Date it has no actual knowledge of any matter that would give rise to a breach of any of the Transaction Warranties.

6.	The provisions of Schedule 2 shall limit or exclude (as the case may be) the Seller’s liability for any Warranty Claim.

7.	This Agreement does not include, and the Sellers shall be under no obligation in respect of, any non-compete undertakings.

8.	The Buyer warrants to each Seller and the Guarantor that:

	A.	it has all requisite power and authority to enter into, deliver and perform this Agreement and any other Transaction Documents to which the Buyer is a party;

	B.	this Agreement and any other Transaction Documents to which the Buyer is a party shall, upon execution, constitute valid, legal and binding obligations of the Buyer in accordance with their terms;

	C.	the execution, delivery and performance by the Buyer of this Agreement and any other Transaction Documents to which it is a party shall not result in:

	(i)	a breach of any provision of the Buyer’s articles of association or other bylaws;

	(ii)	a breach of, or constitute a default under, any agreement or instrument to which the Buyer is a party or by which it is otherwise bound; or

	(iii)	a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which the Buyer is subject or by which it is bound.

9.	Immediately before Completion, the Sellers shall be deemed to repeat each of the Regulatory Warranties by reference to the facts, matters and circumstances then existing (the “Bring-Down Warranties”), and for this purpose references in this Article 6 to the Effective Date shall be read as references to the date of Completion, except as Disclosed in a supplemental disclosure letter delivered by the Sellers to the Buyer not less than five (5) Business Days before Completion (the “Completion Disclosure Letter”). Without prejudice to the condition set out in Article 4.1(D), if any Bring-Down Warranty is breached in a manner that has, or would reasonably be expected to have, a material adverse effect on the EMI Licence, the Buyer may, without prejudice to any other right or remedy, elect by written notice to the Sellers either (a) to treat the condition in Article 4.1(D) as not satisfied and decline to proceed to Completion, or (b) to waive that condition and proceed to Completion.

10.	Immediately before Completion, the Buyer shall be deemed to repeat the warranty that it has no actual knowledge of any matter that would give rise to a breach of any of the Bring-Down Warranties by reference to the facts, matters and circumstances then existing immediately prior to Completion.

ARTICLE 7 - PRE-COMPLETION UNDERTAKINGS AND REGULATORY COOPERATION

1.	Between the Effective Date and Completion, the Sellers shall procure that the Company: (a) carries on its business in the ordinary course and consistently with the EMI Regulatory Framework; (b) does not issue electronic money otherwise than in the ordinary course of business, or vary the terms of the Safeguarding Arrangements; (c) does not appoint or remove any member of its management body, compliance officer, money laundering reporting officer or internal auditor without prior consultation with the Buyer save where such appointment or removal follows a resignation, death or incapacity, is required by law or by the FCA, or is necessary in order to maintain the EMI Licence in good standing; and (d) promptly notifies the Buyer of any material correspondence, inspection, request for information or enforcement step taken by the FCA, the NCA or any other competent authority.

2.	The Sellers shall procure that the Company affords the Buyer and its advisers reasonable access to the Company’s compliance function, AML records and regulatory correspondence for the purpose of preparing the CIC Application and monitoring compliance with this ARTICLE 7, subject to applicable confidentiality and data protection restrictions.

3.	The Sellers shall procure that, no later than Completion, the Company and Tikrel Investment S.A. (or another group company) enter into a transitional services agreement, in a form reasonably satisfactory to the Buyer (acting reasonably), providing for the continued supply to the Company of the systems, technology, premises and brand licence arrangements presently provided by Tikrel Investment S.A., for a period of up to eight (8) weeks without charge following Completion, so as to enable an orderly transition without impairing the Company’s ability to meet the EMI Regulatory Framework’s requirements as to systems and controls. The Buyer agrees to use all reasonable efforts to minimise the duration and scope of any required transitional services. If transitional services are required for longer than eight (8) weeks, a monthly fee of USD 30,000 shall be payable for them, provided that a single transitional services agreement shall cover both the Company and the Subsidiary and no fee shall be payable under this Agreement for any period in respect of which the same fee is payable under the Denmark SPA.

4.	The Sellers shall, promptly following the Effective Date, procure that the Company cooperates in good faith with the Buyer to agree an approach for notifying each Banking Partner of the Transaction and thereafter notifies each Banking Partner of the Transaction. The Sellers shall procure that the Company uses reasonable endeavours to address any questions raised by any Banking Partner in connection with the Transaction and keeps the Buyer reasonably informed of progress.

ARTICLE 8 - COMPLETION ACCOUNTS

1.	The Completion Accounts shall be prepared in accordance with Schedule 1.

ARTICLE 9 - SELLERS INDEMNITY

Subject to the limitations set out in Article 6 and Schedule 2, the Sellers or the Guarantor shall indemnify the Buyer and, following Completion, the Company, from and against any and all losses, liabilities, damages, costs (including reasonable legal costs), fines, penalties and expenses (together, “Losses”) suffered or incurred by the Buyer or the Company brought, initiated or threatened by a third party, or any liability of the Company owed to a third party, arising directly from:

	A.	any action, proceeding, investigation or enforcement measure initiated or threatened by the FCA, the NCA or any other regulatory or competent authority exclusively in respect of any act, omission or circumstance occurring prior to Completion;

	B.	any Tax or other liability of the Company, or any claim against the Company by any creditor, liquidator or administrator of the Company, in each case arising from the disposal of the shares in the Subsidiary under the Denmark SPA or the payment of the consideration for that disposal to the Guarantor or its Affiliates;

	C.	The Seller’s obligation to indemnify under this ARTICLE 9 shall not be subject to the limitations set out in Schedule 2 to the extent that the relevant Loss arises from fraud on the part of the Seller.

	D.	In the event there is an Indemnity Claim under this ARTICLE 9, the Buyer shall give notice as soon as reasonably practicable to the Guarantor (specifying in such notice details as would be required in any notice served pursuant to ARTICLE 17). The Buyer shall:

	(i)	Ensure that the Company takes such action as the Guarantor may request to conduct, avoid, dispute, resist, appeal, compromise or defend the claim; and

	(ii)	not, and shall ensure that the Company does not, make any admission of liability, agreement or compromise or settlement with any person, body or authority in relation to it without prior consent of the Guarantor; and

	(iii)	keep the Guarantor fully informed of all developments in relation to such claim.

	E.	The Guarantor shall have the right, at its own cost, to conduct the defence of any third-party claim in respect of which indemnification is sought under this Article 9, provided that the Buyer shall have the right to participate in such defence with counsel of its own choosing at its own cost.

	F.	Any payment made by the Sellers or the Guarantor under this Article 9 shall be made within five Business Days of written demand by the Buyer of the relevant Loss being finally determined by a final and non-appealable judgment or arbitral award of a competent court or tribunal, or agreed in writing between the Buyer and the Sellers or the Guarantor, together with reasonable supporting evidence of the relevant Loss. No payment shall be due in respect of any Loss that has not been so determined or agreed.

	G.	Article 6 and this Article 9 shall cease to have effect in respect of a Claim relating to a breach of the Transaction Warranties and Regulatory Warranties on the first (1st) anniversary of the date of Completion; and neither the Sellers nor the Guarantor shall have any liability under this Article 9 in respect of any Loss arising, or any claim notified, after the applicable date referred to above.

ARTICLE 10 – BUYER INDEMNITY

The Buyer shall indemnify, defend and hold harmless the Sellers and the Guarantor from and against any and all losses, liabilities, damages, costs (including reasonable legal costs), fines, penalties and expenses (together, “Losses”) suffered or incurred by the Sellers as a result of any claim, action, proceeding, investigation or enforcement measure brought, initiated or threatened by a third party, or any liability owed to a third party, arising directly from:

	A.	the Company’s use of any trade name added to the Company pursuant to Article 4.3(c);

	B.	any act of the Buyer, or of any person acting on its behalf, that confers on the Buyer control over, or the ability to direct, the management or operation of the Company prior to Completion.

	C.	The Buyer shall notify the Guarantor in writing as soon as reasonably practicable upon becoming aware of any matter giving rise to a claim under this article, provided that any failure to give timely notice shall not relieve the Buyer of its indemnity obligations except to the extent the Buyer is materially prejudiced by such failure.

	D.	The Buyer shall have the right, at its own cost, to conduct the defence of any third-party claim in respect of which indemnification is sought under this article, provided that the Sellers and the Guarantor shall have the right to participate in such defence with counsel of its own choosing at its own cost, and the Buyer shall not settle any such claim without the prior written consent of the Guarantor (not to be unreasonably withheld or delayed) if such settlement imposes any obligation on, or adversely affects, the Seller.

	E.	Any payment made by the Buyer under this article shall be made within five (5) Business Days of the relevant Loss being finally determined by a final and non-appealable judgment or arbitral award of a competent court or tribunal, or agreed in writing between the Buyer and the Guarantor, together with reasonable supporting evidence of the relevant Loss. No payment shall be due in respect of any Loss that has not been so determined or agreed.

ARTICLE 11 – RELEASE OF GUARANTEES WAIVER OF CLAIMS AND OTHER POST-COMPLETION MATTERS

1.	The Sellers shall ensure that, at Completion the Company is released from any guarantees, security interests, indemnities or other commitments given by it in favour of the Seller, or any person connected with the Sellers (if any), and pending that release, the Sellers shall pay to the Buyer and the Company on demand an amount equal to all liabilities, losses, claims, costs and expenses of any nature whatsoever arising from or in connection with those guarantees, security interests, indemnities and/or other commitments.

2.	The Sellers shall ensure that at or before Completion all monies owing by the Sellers or any person connected with the Seller, to the Company are paid in full, whether or not then due for payment.

3.	The Sellers shall ensure that at Completion there will be no amounts (other than reimbursement of expenses, wages for the current salary period and holiday pay for the current holiday year, all of which sums the Sellers shall ensure are fully disclosed and provided for in the Completion Accounts) owing by the Company to the Seller.

4.	Each Seller confirms that with effect from Completion:

	A.	neither the Sellers nor any person connected with them has any claim against the Company or against any of the shareholders, directors, officers or employees of the Company;

	B.	there are no agreements or arrangements under which the Company has any obligation (actual, contingent or prospective) to or in respect of the Sellers or any person connected with the relevant Seller; and

	C.	any claim which the Seller has against the Company is waived in full, any obligation owed by the Company to the Seller or any person connected with the Seller is released and the Seller shall pay to the Buyer on demand an amount equal to all losses which the Buyer or the Company incurs or suffers in any way, directly or indirectly, relating to any such claim or obligation.

ARTICLE 12 - FINANCIAL STATEMENTS

1.	The Sellers have delivered to the Buyer true, accurate and complete copies of the audited financial statements of the Company for the fiscal years ended on 31.12.22; 31.12.23; 31.12.24; and 31.12.25 (“Audited Accounts”) and the draft management accounts as at 31 August 2026 (“Management Accounts”) trial balances which are true and accurate on the Effective Date.

2.	The Audited Accounts have been prepared in accordance with International Financial Reporting Standards (IFRS) applied on a consistent basis throughout the periods indicated and present fairly in all material respects the financial position, results of operations and cash flows of the Company as of the dates and for the periods indicated within such Audited Accounts.

3.	The Company has no material liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, except as disclosed in the Management Accounts or as incurred in the ordinary course of business since the date of the most recent Management Accounts. Without prejudice to the foregoing, the Sellers shall procure that, by the date of Completion, the Company fully discharges all outstanding liabilities and obligations disclosed in the Management Accounts.

ARTICLE 13 - ASSIGNMENT

The Buyer may, at any time prior to Completion, assign all or any of its rights and obligations under this Agreement, provided that it obtains the prior written consent of the Guarantor (not to be unreasonably withheld), to any subsidiary or affiliate nominated by the Buyer, and may nominate any such person as the purchaser of the Shares. Without limiting the foregoing, provided that it obtains the prior written consent of the Guarantor (not to be unreasonably withheld), the Buyer may bring in one or more strategic partners or investors in connection with the CIC submission, including by way of a partner acquiring a controlling or other stake in the Company, provided that any such assignment or introduction shall be disclosed to the FCA and, where the relevant person would acquire or increase control over the Company, shall be subject to the prior approval of the FCA under Part XII of FSMA (and, where the Subsidiary is at that time a subsidiary of the Company, of Finanstilsynet under the Danish Payments Act).

ARTICLE 14 – CONFIDENTIALITY

1.	Each Party shall keep confidential the terms of this Agreement and all information obtained from the other Party in connection with the Transaction, save as required by law, regulation or any competent authority (including the FCA in connection with the CIC Application, Finanstilsynet in connection with the change of control application under the Denmark SPA, Companies House or the NCA), or as necessary to enforce its rights under this Agreement.

2.	Nothing in this Article 14 shall restrict the Company, the Sellers or the Buyer from making any disclosure to the FCA or any other competent authority that is required in connection with the EMI Licence, the CIC Application or the ongoing supervision of the Company, and each Party shall promptly notify the other before making any such disclosure to the extent reasonably practicable and not prohibited by the relevant authority.

ARTICLE 15 - COSTS

1.	Each Party shall pay its own costs and expenses incurred in connection with the negotiation, preparation and execution of this Agreement, save that any regulatory filing fees payable to the FCA in connection with the CIC Application shall be borne by the Buyer.

2.	The Buyer shall be solely liable for any stamp duty payable on the transfer of the Shares and shall, at its own cost, present the stock transfer forms to HM Revenue & Customs for stamping promptly and in any event within thirty (30) days following Completion.

ARTICLE 16 - GENERAL

1.	This Agreement constitutes the entire agreement between the Parties relating to the sale and purchase of the Shares and supersedes any other agreement in respect of such matters.

2.	No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each Party, save that any variation required to satisfy a condition imposed by the FCA in connection with the CIC Approval shall be effective if agreed in writing between the Buyer and the Sellers acting reasonably.

3.	If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect.

ARTICLE 17 - NOTICES

Any notice under this Agreement shall be in writing and delivered by hand, courier or email to the address or email address last notified by the relevant Party, and shall be deemed received (a) if delivered by hand or courier, on delivery; and (b) if sent by email, when sent, provided no delivery failure notice is received, in each case on a Business Day, and otherwise on the next Business Day.

ARTICLE 18 - GOVERNING LAW AND JURISDICTION

1.	This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

2.	Any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation shall be finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC), by one or more arbitrators appointed in accordance with those Rules. The seat of arbitration shall be London, England. The language of the arbitration shall be English.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed in duplicate and delivered by their duly authorised officers as of the Effective Date.

SIGNED by Sergio Enrique Fogel Kaplan		/s/ Serigo Enrique Fogel Kaplan

Name:	Sergio Enrique Fogel Kaplan

Capacity:	in his personal capacity, as a Seller

Date:	6/10/2026

SIGNED by Andrés Bzurovski Bay		/s/ Andrés Bzurovski Bay

Name:	Andrés Bzurovski Bay

Capacity:	in his personal capacity, as a Seller

Date:	6/10/2026

SIGNED for and on behalf of FDCTech Inc.		/s/ Mitchell M. Eaglstein
		Director
By:

Name:	Mitchell M. Eaglstein

Title:	Director

Date:	6/10/2026

SIGNED for and on behalf of AstroPay Global Holdings		/s/ Diego Steinberg
		Director
By:

Name:	Diego Steinberg

Title:	Director for

AstroPay Global Holdings

Date:	6/10/2026

Schedule 1 – Completion Accounts

Part A Preparation of Completion Accounts

1	Preparation

1.1	The Seller, Buyer and the Guarantor will procure that after Completion, Completion Accounts for the Company will be prepared and reported on in accordance with the provisions of this Schedule 1.

1.2	The Completion Accounts will comprise the Completion Net Cash Statement and a statement of the Company’s Own Funds.

1.3	The Completion Accounts shall be drawn up in the form set out in Part B of this Schedule 1 and will be prepared in accordance with the following accounting policies that shall be applied in the following order of priority:

	1.3.1	adopting the accounting bases, principles, policies, treatments and categorisations applied for the purposes of the creating the pro forma Completion Accounts included in Part B of Schedule 1 including the notes included with such pro forma Completion Accounts;

	1.3.2	to the extent not covered by paragraph 1.3.1, the accounting principles, policies, procedures, practices and estimation techniques applied in preparing the accounts; and

	1.3.3	to the extent there is no conflict with paragraph 1.3.1, in accordance with accounting practice.

1.4	The Completion Net Cash Statement shall be prepared using the format set out in Part B of this Schedule 1 and for the avoidance of doubt using the headings contained within the pro forma Completion Net Cash Statement set out in Part B of Schedule 1.

1.5	The Completion Accounts shall include a statement of the Company’s Own Funds as at Completion, calculated in accordance with regulation 19 of, and Schedule 2 to, the EMRs, and confirmation that the Safeguarding Arrangements were in place and unimpaired as at Completion.

2	Procedure

2.1

Within 30 days following the date of Completion, the Buyer shall prepare and deliver to the Sellers and the Guarantor a draft of the Completion Accounts in the form set out in Part B of this Schedule 1. The notice provisions set out in ARTICLE 17 shall not apply to the delivery of Completion Accounts under this paragraph 2.1 of this Schedule 1 and, for the avoidance of doubt, the Parties agree that the Completion Accounts can be delivered to the Seller and the Guarantor by email.

2.2

The Sellers and the Guarantor shall review the draft Completion Accounts within 15 Business Days of such delivery. The Sellers and the Guarantor will notify the Buyer by written notice within such period whether or not it accepts or objects to the draft Completion Accounts ((Notice of Acceptance) or (Notice of Objection)) (as the case may be). The Buyer shall make available to the Sellers and the Guarantor access to records and other materials as may be necessary in the review of the draft Completion Accounts.

2.3	If the Sellers and the Guarantor deliver a Notice of Objection then the Buyer and the Sellers and the Guarantor shall, within a period of 15 (fifteen) Business Days from the Notice of Objection, endeavour to agree in good faith, the draft Completion Accounts. If the parties have not agreed the form of the draft Completion Accounts during the 15 (fifteen) Business Day period, then any party may refer the matters in dispute to a partner of at least ten years relevant qualified experience at an independent firm of chartered accountants agreed by the parties. If the parties are unable to agree on the appointment of an independent firm of chartered accountants after a further 21 days, an independent firm of chartered accountants will be appointed on the application of either party by the President or other senior officer for the time being of the Institute of Chartered Accountants in England and Wales (the “Expert”).

2.4	The Expert will act on the following basis:

	2.4.1	the Expert will act as an expert and not as an arbitrator;

	2.4.2	the Expert’s terms of reference will be agreed between the parties prior to engagement and will be to determine the remaining matters in dispute between the parties;

	2.4.3	the parties will each provide the Expert with all information relating to the matter which the Expert reasonably requires and the Expert will be entitled (to the extent he considers appropriate) to base his determination on such information and on the accounting and other records of the Company;

	2.4.4	the decision of the Expert is, in the absence of fraud or manifest error, final and binding on the parties;

	2.4.5	the parties will each pay one half of the Expert’s costs or as the Expert may determine;

	2.4.6	except to the extent that the parties agree otherwise or otherwise as set out in this paragraph 2.4, the Expert will determine its own procedure and will determine only:

	2.4.7	whether any of the arguments for the adjustments to be made to the draft Completion Accounts put forward in the Notice of Objection are correct in whole or in part; and

	2.4.8	if so, what alterations should be made to the Completion Accounts in order to correct the relevant inaccuracy in them;

	2.4.9	the Expert will only apply the accounting principles as set out in paragraph 1.3;

2.4.10

the procedure of the Expert will:

	(a)	give the parties a reasonable opportunity to make written representations to it; and

	(b)	require that each party supply the other with a copy of any written representations at the same time as they are made to the Expert; and

	(c)	determination of the Expert will be in writing and notified to each party contemporaneously.

2.5	If the Sellers and the Guarantor have delivered a Notice of Acceptance, or fail to serve a Notice of Objection within the time period specified in paragraph 2.2 or if the Completion Accounts are finally determined at any stage in the procedure set out in this paragraph 2 the Completion Accounts as so agreed or determined will be the Completion Accounts for the purposes of this Agreement and shall be final and binding on the Buyer, the Guarantor and the Seller.

2.6	The Seller, the Guarantor and the Buyer will pay their own costs and expenses in connection with the preparation and agreement of the Completion Accounts including, where applicable, costs associated with presentation of their case to the Expert.

3	Adjustment of the Price

3.1	For the avoidance of doubt, the Price shall be increased, on a dollar-for-dollar basis, by an amount equal to that part of the Own Funds required to be maintained under the EMI Regulatory Framework, up to (and not exceeding) the amount required to be maintained under the EMI Regulatory Framework, such increase to be determined and paid in accordance with Schedule 1.

3.2	Any adjustment to the Price pursuant to this Schedule 1 shall not affect the amount or timing of the Deposit, the Execution Payment or any Interim Payment, each of which shall remain payable in full.

3.3	If following the agreement or determination of the Completion Accounts in accordance with ARTICLE 8 and Schedule 1:

	3.3.1	the Completion Net Cash is shown to be greater than the Target Cash, the Buyer shall within ten (10) days of the agreement or determination pay the Sellers in accordance with Article 3.5; or

	3.3.2	the Completion Net Cash is shown to be lower than the Target Cash, the Sellers shall within ten days of the agreement or determination repay the shortfall to the Buyer (to such bank account as the Buyer may nominate for this purpose).

3.4

All sums payable under this Schedule 1 shall be paid by the relevant party within ten (10) Business Days of the Completion Accounts becoming final, together with interest at the rate specified in this Agreement from the date of the Completion to the date of payment but shall not affect the amount or timing of the Deposit, the Execution Payment or any Interim Payment in accordance with ARTICLE 3. All sums payable shall be made:

	3.4.1	in the case of payments to the Seller, by electronic funds transfer to the Guarantor or Seller’s Solicitors’ client account or by such other method as may be agreed between the parties (and payment to them will be a good and sufficient discharge to the Buyer and the Buyer will not be concerned as to the application of the moneys so paid); and

	3.4.2	in the case of payments to the Buyer, by electronic funds transfer to the Buyer’s account, details of which shall be provided by the Buyer to the Seller’s Solicitors or by such other method as may be agreed between the parties (and the Sellers will not be concerned as to the application of the moneys so paid).

Part B Pro Forma Completion Net Cash Statement

Schedule 2 – Seller’s limitations on liability

1.	The Transaction Warranties and the Seller’s indemnity obligations under Article 9 shall be assumed by AstroPay the Guarantor and shall be subject to such limitations as set out in this Schedule 2.

The Seller’s and the Guarantor’s aggregate liability under the Transaction Warranties and Indemnities under this Agreement shall be capped at the amount of the Price actually received by the Sellers (or the Guarantor, as the case may be) at the time any Warranty Claim or Indemnity Claim is made pursuant to Article 3 .

3.	Any individual Warranty Claim with a value below £10,000 shall be excluded;

Neither the Sellers nor the Guarantor shall be liable for a Claim unless notice in writing summarising the nature of the Claim, and as far as reasonably practicable, the amount claimed, has been given by or on behalf of the Buyer to the Sellers and the Guarantor on or before the first (1st) anniversary of the date of Completion in respect of all Claims.

5.	Neither the Sellers nor the Guarantor shall be liable for any Claim:

(a)

to the extent it arises from facts, events or circumstances that have been Disclosed; and/or

(b)

if and to the extent that the Warranty Claim relates to a matter specifically provided for in the accounts of the Company or Completion Accounts.

Neither the Sellers nor the Guarantor shall be liable for any loss arising from any change in law, regulation, regulatory guidance or regulatory practice after the Effective Date, or from any requirement, condition or action imposed by the FCA or any other authority in connection with the CIC Approval.

Subject to paragraphs 8 and 9 of this Schedule 2, a Claim notified in accordance with paragraph 4 of Schedule 2 and not satisfied, settled or withdrawn will be unenforceable against the Sellers or the Guarantor on the expiry of the period of 12 months starting on the day of notification of the Claim, unless proceedings (including particulars of claim) in respect of such Claim have been issued and served in accordance with Article 17 on the Sellers and the Guarantor within that period.

If the loss or liability to be suffered or incurred by the Buyer to which a Claim relates is contingent (such Claim being a “Contingent Claim”), then such Contingent Claim may be brought by the Buyer until the Buyer actually suffers the loss or incurs the liability in question, but in respect of such a Contingent Claim:

(a)

the Buyer shall not be prevented from notifying under paragraph 4 of Schedule 2 such a Claim; and

(b)

if any such Claim is notified within the applicable time limit in paragraph 4 of Schedule 2 then the 12 month period in paragraph 7 of Schedule 2 will commence on the day the Buyer actually suffers the loss or incurs the liability.

To the extent that any Contingent Claim notified under paragraph 8 of Schedule 2 results in the threshold specified in paragraph 3 of Schedule 2 being exceeded, then, upon the Buyer actually suffering the loss or incurring the liability under such Contingent Claim the Buyer shall be entitled to pursue all other Claims which have been properly notified prior to such time (“Notified Claims”), notwithstanding that the time limit set out in paragraph 4 of Schedule 2 had not originally been complied with in relation to such Notified Claims, and paragraph 4 of Schedule 2 shall apply again to such Notified Claims from and excluding the date that the Claim resulting in the threshold being exceeded is made.

10.

Where the Buyer or any of its group company actually recovers any loss or damage which is the subject of a Claim under the terms of any insurance policy for the time being in force, the liability of the Sellers and the Guarantor in relation to such Claim will be limited to the aggregate of the amount by which the loss or damage exceeds the amount so recovered plus the expenses incurred in making such recovery.

11.	Neither the Sellers nor the Guarantor shall be liable for any Claim if and to the extent that the Claim arises out of, or the amount of the Claim is increased by:

(a)

any voluntary act, omission, transaction or arrangement carried out by the Buyer or any of its group company after Completion which:

(i)

is outside the ordinary course of the relevant company’s business and which is not under a legally binding obligation entered into on or before Completion; and

(ii)

the Buyer knew or ought reasonably to have known would give rise to a Claim;

(b)

the passing of or change in any statutory or other binding legislative or regulatory provision after the date of this Agreement, except as announced prior to the date of this Agreement;

(c)

any change after Completion in the principles, policies or methods used in the preparation of the statutory accounts of the Company, except for any changes required because of a change in law or because such accounts did not comply with generally accepted accounting principles prior to date of the accounts of the Company; or

(d)

any change on or after Completion to the accounting reference date of the Company.

12.

If the Sellers or the Guarantor have paid any amount to the Buyer in respect of a Claim and the Buyer subsequently recovers the same loss from a third party (“Double Recovery Amount”) the Buyer shall reimburse the Sellers or the Guarantor (as relevant) within 10 Business Days of receipt of the Double Recovery Amount, an amount equal to the lower of the sum paid by the Sellers (or any of them) in respect of the relevant Claim and the Double Recovery Amount (less any expenses incurred in making such recovery and less any Tax payable in respect of such recovery).

13.	Where both the Sellers and the Guarantor have made payment in relation to a Claim which is the subject of a third party recovery by the Buyer, the Buyer shall reimburse the relevant party in the same proportions as the Sellers or the Guarantor contributed to payment for the relevant Claim.

14.	The Buyer shall notify the Sellers and the Guarantor, as soon as reasonably practicable after the Buyer becomes aware of any claim by a third party against the Company which has given rise to, or in the Buyer’s opinion is likely to give rise to, a Claim (a “Third Party Claim”).

15.

The Buyer shall procure that the Company shall obtain a consent of the Guarantor in relation to any Third Party Claim, supply the Guarantor with such information and copies of documents relating to any Third Party Claim that the Guarantor requests and deal with any Third Party Claim. The Buyer shall not settle any such Claim without the prior written consent of the Guarantor and the Sellers if such settlement imposes any obligation on, or adversely affects, the Sellers or the Guarantor.

16.	A breach of Warranty or Indemnity which is capable of remedy shall not entitle the Buyer to compensation unless (and then only to the extent that) such breach has not been remedied by the Guarantor within 30 Business Days after the date of service of the notice of the Claim under this Schedule 2.

17.	Nothing in this Agreement shall be deemed to relieve the Buyer from its duty to mitigate its loss.

18.	The Buyer shall not be entitled to recover damages in respect of any Claim or otherwise obtain reimbursement or restitution more than once in respect of the same loss.

19.	Nothing in Schedule 2 applies to exclude or limit the Sellers or the Guarantor liability where and to the extent that a Claim arises or is delayed as a result of dishonesty, fraud, wilful misconduct or wilful concealment by the Seller.