Training document. This Share Purchase Agreement, the parties, the target and every fact in it are fictional. It is a deliberately simplified “plain vanilla” SPA written for teaching purposes — real agreements are longer and turn on their own facts. Copper chips like Explained in Ch. 9 link each clause to the chapter of the course that explains it.

DATED 14 JULY 2026

Share Purchase Agreement

relating to the entire issued share capital of
SOLARIS DIGITAL ASSETS EUROPE LIMITED

§PartiesExplained in Ch. 1

(1) MERIDIAN FINTECH VENTURES LIMITED, a company incorporated in England and Wales (company number 11224466) whose registered office is at 4th Floor, 12 Lombard Yard, London EC3V 9AA (the “Seller”); and

(2) ATLAS PAYMENTS GROUP PLC, a company incorporated in England and Wales (company number 07553311) whose registered office is at 1 Granary Square, London N1C 4AA (the “Buyer”).

§Background

(A)Solaris Digital Assets Europe Limited (the “Target”) is a private company limited by shares incorporated in Ireland (registered number 684201). The Target is authorised by the Central Bank of Ireland as a crypto-asset service provider under MiCA. Further particulars of the Target and its subsidiaries are set out in Schedule 1.

(B)The Seller is the sole legal and beneficial owner of the Shares, being the entire issued share capital of the Target.

(C)The Seller has agreed to sell, and the Buyer has agreed to buy, the Shares on the terms of this agreement.

§Contents

IT IS AGREED as follows:

1.Definitions and interpretationExplained in Ch. 10

1.1In this agreement the following words have the following meanings:
“Accounts”
the audited consolidated financial statements of the Group for the financial year ended on the Locked Box Date, comprising a balance sheet, a profit and loss account, a cash flow statement and the notes to them;
“Announcement”
the announcement of the Transaction in the agreed form;
“Business Day”
a day (other than a Saturday, Sunday or public holiday) on which banks are open for general business in London and Dublin;
“Buyer’s Deal Team”
Priya Nair, Jonathan Hale and Sofia Lindqvist;
“Buyer’s Solicitors”
Blackwood & Steel LLP of 9 Ropemaker Court, London EC2Y 8AW;
“CBI”
the Central Bank of Ireland;
“Completion”
completion of the sale and purchase of the Shares in accordance with clause 7;
“Completion Date”
the date on which Completion occurs;
“Conditions”
the conditions set out in clause 5.1;
“Consideration”
the consideration for the Shares set out in clause 3.1;
“Data Room”
the electronic data room relating to the Group hosted by Vaultline Limited under the project name “Sunrise”, the contents of which are listed in the index annexed to the Disclosure Letter and preserved on the archive USB drives delivered to the Buyer’s Solicitors on the date of this agreement;
“Disclosed”
fairly disclosed in the Disclosure Letter or the Data Room, in each case with sufficient detail to enable a reasonable buyer to identify the nature and scope of the matter disclosed;
“Disclosure Letter”
the letter of the same date as this agreement from the Seller to the Buyer making disclosures against the Warranties;
“Encumbrance”
any mortgage, charge, pledge, lien, option, right of pre-emption, right of first refusal, third-party right or interest, or security interest of any kind, or any agreement to create any of them;
“Fundamental Warranties”
the Warranties set out in paragraphs 1 and 2 of Schedule 3;
“Group” and “Group Company”
the Target and the Subsidiaries, and each of them;
“Leakage”
any of the following occurring in the period from (but excluding) the Locked Box Date to (and including) the Completion Date, other than Permitted Leakage:
  1. (a)any dividend or other distribution (in cash or in kind) declared, paid or made by any Group Company to or for the benefit of the Seller or any Related Person;
  2. (b)any payment by any Group Company to or for the benefit of the Seller or any Related Person, including any management, monitoring, service or directors’ fees;
  3. (c)any transfer of assets by any Group Company to, or assumption of liabilities of, the Seller or any Related Person, in each case at an undervalue;
  4. (d)any waiver or release by any Group Company of any amount owed to it by the Seller or any Related Person;
  5. (e)any transaction, exit or similar bonus paid or agreed to be paid by any Group Company to any person in connection with the Transaction;
  6. (f)any professional fees or costs of the Seller relating to the Transaction paid or borne by any Group Company;
  7. (g)any agreement or commitment by any Group Company to do any of the things in paragraphs (a) to (f); and
  8. (h)any Tax payable by any Group Company as a result of any of the things in paragraphs (a) to (g);
“Legacy AML Matter”
the matters described in section 5 of the inspection letter from the CBI to the Target dated 6 March 2026 (a copy of which is at Data Room document 7.4.1) relating to failures of the Target’s automated transaction monitoring between January and September 2024 and the resulting backlog of unreviewed alerts, including the remediation programme required by that letter;
“Locked Box Date”
31 December 2025;
“Long Stop Date”
31 March 2027;
“Losses”
all losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable legal and other professional fees);
“MiCA”
Regulation (EU) 2023/1114 of the European Parliament and of the Council on markets in crypto-assets;
“Permitted Leakage”
the matters set out in Schedule 4;
“Regulatory Approval”
the approval referred to in clause 5.1(a);
in relation to the Seller: (a) any member of the Seller’s group (other than a Group Company); (b) any shareholder of the Seller; and (c) any director or officer of the Seller or of any person in (a) or (b), and any person connected with any of them;
“Seller’s Knowledge”
the actual knowledge of Daniel Okoye, Elena Marsh, Tomás Brennan and Agnieszka Zielińska, in each case having made reasonable enquiry, and “so far as the Seller is aware” is to be read accordingly;
“Seller’s Solicitors”
Farrow & Kent LLP of 40 Cheapside Row, London EC2V 6DN;
“Senior Employee”
any employee of a Group Company whose annual base salary exceeds €120,000;
“Shares”
the 100,000 ordinary shares of €1.00 each in the capital of the Target, being the entire issued share capital of the Target;
“Subsidiaries”
the companies listed in Part B of Schedule 1;
“Tax”
all forms of taxation, duties, imposts, contributions and levies of any jurisdiction, whenever imposed, and all related penalties, fines and interest;
“Tax Covenant”
the covenant given by the Seller in clause 10.1;
“Tax Warranties”
the Warranties set out in paragraph 12 of Schedule 3;
“Transaction”
the sale and purchase of the Shares on the terms of the Transaction Documents;
“Transaction Documents”
this agreement, the Disclosure Letter and each other document to be entered into under this agreement;
“Warranties”
the statements set out in Schedule 3, and “Warranty Claim” means a claim for breach of any of them;
“Working Hours”
9.30 a.m. to 5.30 p.m. (London time) on a Business Day.
1.2In this agreement, unless the context requires otherwise:
  1. (a)clause and Schedule headings do not affect interpretation, and references to clauses and Schedules are to clauses of, and schedules to, this agreement;
  2. (b)the singular includes the plural and vice versa;
  3. (c)a reference to legislation is to that legislation as amended, re-enacted or replaced from time to time;
  4. (d)“including” and similar words do not limit the general words that precede them;
  5. (e)a document in the “agreed form” is a document agreed by the parties and initialled by or on behalf of each of them for identification; and
  6. (f)references to “€” are to euro.

2.Sale and purchaseExplained in Ch. 3

2.1On the terms of this agreement, the Seller shall sell with full title guarantee, and the Buyer shall buy, the Shares, free from all Encumbrances and together with all rights attaching to them at Completion.
2.2The Seller waives, and shall procure the waiver of, any right of pre-emption or other restriction on transfer in respect of the Shares, whether under the constitution of the Target or otherwise.
2.3The Buyer is not obliged to complete the purchase of any of the Shares unless the purchase of all the Shares is completed simultaneously.

3.ConsiderationExplained in Ch. 9

3.1The consideration for the Shares is €42,000,000 (the “Consideration”), plus the Locked Box Interest, less the amount of any Leakage notified and agreed or determined before Completion.
3.2The “Locked Box Interest” is €4,000 for each day in the period from (and including) 1 January 2026 to (and including) the Completion Date.
3.3The Consideration and the Locked Box Interest shall be paid in cash at Completion in accordance with clause 7.3.
3.4Any payment made by the Seller under clause 4, clause 8, clause 10 or otherwise under this agreement shall, so far as possible, be treated as a reduction of the Consideration.

4.Locked boxExplained in Ch. 9

4.1The Seller undertakes to the Buyer that since the Locked Box Date no Leakage has occurred, and that no Leakage will occur in the period from the date of this agreement to Completion.
4.2The Seller shall notify the Buyer in writing promptly on becoming aware of any Leakage or of anything that is reasonably likely to constitute Leakage.
4.3If any Leakage occurs, the Seller shall, on demand by the Buyer, pay to the Buyer an amount in cash equal to that Leakage.
4.4The Seller has no liability under clause 4.3 unless the Buyer notifies the Seller in writing of the Leakage claim, with reasonable details, on or before the date falling nine months after the Completion Date. Clause 9 does not apply to claims under this clause 4, except clause 9.8 (no double recovery).

5.ConditionsExplained in Ch. 13

5.1Completion is conditional on:
  1. (a)the CBI having approved, or being deemed under applicable law to have approved, the Buyer’s proposed acquisition of a qualifying holding in the Target pursuant to Articles 83 and 84 of MiCA (the “Regulatory Approval”); and
  2. (b)no order or judgment of any court or governmental authority of competent jurisdiction being in effect that prohibits Completion.
5.2The Buyer shall:
  1. (a)submit a complete notification to the CBI in respect of the Regulatory Approval within 15 Business Days after the date of this agreement;
  2. (b)use all reasonable endeavours to obtain the Regulatory Approval as soon as reasonably practicable and in any event before the Long Stop Date;
  3. (c)keep the Seller reasonably informed of material progress, and provide the Seller with copies of material correspondence with the CBI (redacted as necessary for confidential information); and
  4. (d)not withdraw the notification without the Seller’s prior written consent.
5.3Nothing in this agreement requires the Buyer to accept any condition, restriction or undertaking imposed in connection with the Regulatory Approval that would be materially adverse to the business of the Buyer’s group taken as a whole.
5.4The Seller shall, and shall procure that each Group Company shall, provide the Buyer with all information and assistance reasonably required in connection with the Regulatory Approval.
5.5If the Conditions are not satisfied (or, where capable of waiver, waived) on or before the Long Stop Date, either party (other than a party whose breach of this clause 5 caused the failure) may terminate this agreement by written notice to the other. On termination, each party’s accrued rights survive, and this clause and clauses 1, 12, 14, 15, 16 and 17 remain in force.

6.Period before CompletionExplained in Ch. 13

6.1From the date of this agreement until Completion, the Seller shall procure that each Group Company carries on its business in the ordinary course, consistent with past practice.
6.2Without the Buyer’s prior written consent, the Seller shall procure that no Group Company:
  1. (a)declares or pays any dividend or makes any other distribution;
  2. (b)issues or redeems any shares, or grants any option over its shares;
  3. (c)incurs borrowings exceeding €250,000 in aggregate, other than in the ordinary course;
  4. (d)enters into, terminates or materially varies any contract with an annual value exceeding €250,000;
  5. (e)acquires or disposes of any material asset otherwise than in the ordinary course;
  6. (f)increases the remuneration of, materially varies the terms of, dismisses (other than for cause) or hires any Senior Employee;
  7. (g)settles any litigation or regulatory proceeding for an amount exceeding €100,000;
  8. (h)applies to vary or surrender any regulatory authorisation, or makes any material change to its compliance policies, except as required by law or by the CBI;
  9. (i)changes its accounting policies or its constitution; or
  10. (j)agrees to do any of the things in paragraphs (a) to (i).
6.3The Buyer’s consent for the purposes of clause 6.2 must not be unreasonably withheld or delayed, and is deemed given if the Buyer does not respond within five Business Days of a written request. Nothing in this agreement gives the Buyer control of any Group Company before Completion, and nothing in this clause requires any act or omission that would contravene applicable law, including MiCA.
6.4The Seller shall procure that the Buyer and its advisers are given reasonable access, on reasonable notice and during Working Hours, to the senior management, books and records of the Group for the purposes of integration planning, subject to appropriate confidentiality arrangements.
6.5The Seller shall promptly notify the Buyer in writing if it becomes aware of any matter constituting a material breach of the Warranties or reasonably likely to result in a Condition not being satisfied.

7.CompletionExplained in Ch. 15

7.1Completion shall take place at the offices of the Seller’s Solicitors (or remotely, by electronic exchange of documents) on the date falling five Business Days after the day on which the last of the Conditions is satisfied or waived, or on such other date as the parties agree in writing.
7.2At Completion, the Seller shall do everything required of it in Part A of Schedule 2, and the Buyer shall do everything required of it in Part B of Schedule 2.
7.3The Buyer shall pay the Consideration and the Locked Box Interest (less any deduction under clause 3.1) by transfer of immediately available funds to the client account of the Seller’s Solicitors notified to the Buyer at least five Business Days before Completion. Receipt of those funds by the Seller’s Solicitors is a good discharge of the Buyer’s payment obligation, and the Buyer is not concerned with how the funds are applied.
7.4If either party fails in any material respect to comply with its obligations under clause 7.2 or 7.3, the other party may by written notice: (a) proceed to Completion so far as practicable; (b) defer Completion by up to ten Business Days (and this clause applies to Completion as so deferred, provided Completion may be deferred only once); or (c) terminate this agreement, in which case each party’s accrued rights survive.

8.WarrantiesExplained in Ch. 11

8.1The Seller warrants to the Buyer that each Warranty is true and accurate as at the date of this agreement.
8.2The Fundamental Warranties are deemed to be repeated immediately before Completion by reference to the facts and circumstances then existing.
8.3The Warranties (other than the Fundamental Warranties) are qualified by all matters Disclosed.
8.4Each Warranty is separate and independent and, unless expressly provided otherwise, is not limited by reference to any other Warranty or any other provision of this agreement.
8.5The Seller waives, and may not enforce, any right or claim it may have against any Group Company or any of its directors, officers or employees in respect of information provided in connection with the Warranties, the Disclosure Letter or the Data Room, except in the case of fraud. Those persons may enforce this clause under clause 16.7.
8.6The Buyer warrants to the Seller that: (a) it is validly incorporated and has full power and authority to enter into and perform the Transaction Documents; (b) its obligations under them are (or will when executed be) legal, valid and binding; (c) no consent or approval is required by it to enter into this agreement other than the Regulatory Approval; and (d) it will at Completion have immediately available funds to pay the Consideration and the Locked Box Interest.

9.Limitations on liabilityExplained in Ch. 11 & 14

9.1The Seller is not liable for a Warranty Claim, a claim under the Tax Covenant or a claim under clause 10.2 unless the Buyer gives the Seller written notice of the claim, including reasonable details of its nature and (so far as practicable) the amount claimed:
  1. (a)in the case of a Warranty Claim (other than under the Fundamental Warranties or the Tax Warranties), on or before the date falling 18 months after the Completion Date;
  2. (b)in the case of a claim under the Fundamental Warranties, the Tax Warranties or the Tax Covenant, on or before the seventh anniversary of the Completion Date; and
  3. (c)in the case of a claim under clause 10.2, on or before the fourth anniversary of the Completion Date,
and any such claim is deemed withdrawn unless legal proceedings in respect of it are commenced within nine months of the notice (or, for a contingent liability, within nine months of the liability becoming actual).
9.2The Seller is not liable for a Warranty Claim (other than under the Fundamental Warranties) if the amount of the claim (together with all claims arising from the same or substantially the same facts) does not exceed €50,000, and such claims shall be disregarded for the purposes of clause 9.3.
9.3The Seller is not liable for any Warranty Claim (other than under the Fundamental Warranties) unless the aggregate amount of all such claims (excluding claims disregarded under clause 9.2) exceeds €420,000, in which case the Seller is liable for the whole amount and not only the excess.
9.4The aggregate liability of the Seller:
  1. (a)for all Warranty Claims other than under the Fundamental Warranties and the Tax Warranties shall not exceed €10,500,000;
  2. (b)for all claims under clause 10.2 shall not exceed €8,000,000; and
  3. (c)for all claims under or in connection with this agreement shall not exceed an amount equal to the Consideration.
9.5The Seller is not liable for a Warranty Claim to the extent that:
  1. (a)specific provision or reserve for the matter was made in the Accounts;
  2. (b)the claim arises or is increased as a result of a change in law, regulation or published regulatory or Tax practice after the date of this agreement;
  3. (c)the claim arises from a voluntary act or omission of the Buyer’s group after Completion outside the ordinary course of business, which the Buyer knew was reasonably likely to give rise to the claim;
  4. (d)the loss is actually recovered by the Buyer’s group under a policy of insurance (net of costs of recovery and any increased premium); or
  5. (e)the liability is contingent, provided that this does not prevent notice of the claim being given, and the Seller is not required to pay until the liability becomes actual.
9.6The Seller is not liable for a Warranty Claim in respect of any fact, matter or circumstance of which any member of the Buyer’s Deal Team had actual knowledge at the date of this agreement, where that person was actually aware that it would be reasonably likely to give rise to a Warranty Claim.
9.7If a Warranty Claim arises from a claim by a third party: the Buyer shall notify the Seller as soon as reasonably practicable; the Buyer shall (and shall procure that the relevant Group Company shall) keep the Seller reasonably informed, consider the Seller’s reasonable representations, and not settle or compromise the third-party claim without the Seller’s prior written consent (not to be unreasonably withheld or delayed). Nothing in this agreement affects the Buyer’s common law duty to mitigate its loss.
9.8The Buyer is not entitled to recover more than once in respect of the same loss.
9.9Nothing in this agreement limits or excludes the Seller’s liability for fraud or fraudulent misrepresentation.

10.Tax covenant and specific indemnityExplained in Ch. 12

10.1Tax Covenant. The Seller covenants to pay to the Buyer an amount equal to any liability of a Group Company for Tax arising in respect of income, profits or gains earned, accrued or received on or before the Locked Box Date, or in respect of any event occurring on or before the Locked Box Date, except to the extent that:
  1. (a)specific provision or reserve for the liability was made in the Accounts;
  2. (b)the liability arises in the ordinary course of business of the Group after the Locked Box Date;
  3. (c)the liability is Tax comprised in Permitted Leakage; or
  4. (d)the liability arises or is increased as a result of a change in law or rates of Tax announced after the date of this agreement.
10.2AML indemnity. The Seller shall indemnify the Buyer, for itself and on behalf of each Group Company, on demand against all Losses arising out of or in connection with the Legacy AML Matter, including:
  1. (a)any fine or penalty imposed by the CBI;
  2. (b)the costs of the transaction-monitoring remediation programme required by the CBI; and
  3. (c)reasonable professional fees incurred in connection with the matters in (a) and (b).
10.3Claims under this clause 10 are not subject to clauses 9.2, 9.3 or 9.6, but are subject to the caps in clause 9.4 and the time limits in clause 9.1.
10.4The Buyer shall procure that the remediation programme referred to in clause 10.2(b) is conducted diligently and in a cost-effective manner, and shall keep the Seller reasonably informed of material correspondence with the CBI concerning the Legacy AML Matter.

11.Restrictive covenantsExplained in Ch. 15

11.1The Seller undertakes to the Buyer that it will not, and will procure that no member of its group will, directly or indirectly:
  1. (a)for three years from Completion, carry on or be engaged or economically interested in any business in the United Kingdom or the European Economic Area that competes with the crypto-asset services business of the Group as carried on at Completion;
  2. (b)for two years from Completion, solicit or entice away from any Group Company any Senior Employee (other than by way of a general public advertisement); or
  3. (c)for two years from Completion, solicit any person who was a client of any Group Company in the twelve months before Completion with a view to providing services that compete with those of the Group.
11.2Nothing in clause 11.1 prevents the Seller or any member of its group from holding, for investment purposes only, up to 3% of any class of securities listed on a recognised stock exchange, or from retaining the portfolio investments Disclosed in the Disclosure Letter.
11.3Each undertaking in clause 11.1 is separate. The parties consider the undertakings reasonable, but if any is found to go beyond what is reasonable to protect the goodwill of the Group, it applies with whatever deletion or modification is necessary to make it valid and enforceable.

12.Confidentiality and announcementsExplained in Ch. 5

12.1Each party shall keep confidential the terms of the Transaction Documents, the negotiations relating to them, and all confidential information received from the other party in connection with the Transaction.
12.2Clause 12.1 does not prevent disclosure: (a) required by law, by any regulator (including the CBI and the Financial Conduct Authority) or by the rules of any stock exchange on which a party’s securities are listed; (b) to a party’s group companies, and to its and their professional advisers, insurers and financiers, on a need-to-know and confidential basis; or (c) of information already public other than through breach of this clause.
12.3On or shortly after signing of this agreement, the parties shall release the Announcement. No other public announcement about the Transaction may be made without the other party’s prior written consent, except as required as described in clause 12.2(a).
12.4The confidentiality agreement between the parties dated 12 February 2026 terminates at Completion. If this agreement terminates before Completion, that confidentiality agreement continues in force in accordance with its terms.

13.Further assurance and assignment

13.1Each party shall, at its own cost, do everything reasonably required of it to give effect to the Transaction Documents, including (in the case of the Seller) executing any further documents needed to vest full legal and beneficial title to the Shares in the Buyer.
13.2No party may assign or transfer any of its rights under this agreement without the prior written consent of the other, except that the Buyer may assign its rights: (a) to a wholly-owned member of its group, provided the assignee reassigns before ceasing to be such a member; and (b) by way of security to its financing providers. No assignment may increase the Seller’s liability.

14.Entire agreementExplained in Ch. 6 & 11

14.1The Transaction Documents constitute the entire agreement between the parties relating to the Transaction and supersede all earlier agreements, understandings and statements relating to it, including the heads of terms between the parties dated 3 April 2026.
14.2Each party acknowledges that in entering into the Transaction Documents it has not relied on any statement, representation, assurance or warranty other than as expressly set out in the Transaction Documents. The Buyer’s only remedy in respect of the Warranties is damages for breach of contract, and neither party may rescind or terminate this agreement after Completion for misrepresentation or breach.
14.3Nothing in this clause limits or excludes liability for fraud.

15.NoticesExplained in Ch. 10

15.1A notice under this agreement must be in writing in English and delivered by hand, by courier, by pre-paid recorded post or by email to the relevant party as follows (or as later notified in accordance with this clause):
  1. (a)Seller: Meridian Fintech Ventures Limited, 4th Floor, 12 Lombard Yard, London EC3V 9AA, marked for the attention of Daniel Okoye; email: notices@meridianfv.example — with a copy (not itself constituting notice) to the Seller’s Solicitors, marked “Ref: MFV/Sunrise — R. Adeyemi”;
  2. (b)Buyer: Atlas Payments Group plc, 1 Granary Square, London N1C 4AA, marked for the attention of the General Counsel; email: legal.notices@atlaspayments.example — with a copy (not itself constituting notice) to the Buyer’s Solicitors, marked “Attn: M. Feld”.
15.2A notice is deemed received: (a) if delivered by hand or courier, at the time of delivery; (b) if sent by recorded post, on the second Business Day after posting; and (c) if sent by email, at the time of transmission provided no delivery failure is received — except that a notice received outside Working Hours is deemed received when Working Hours next begin.

16.GeneralExplained in Ch. 10

16.1Except as expressly provided otherwise, each party bears its own costs in connection with the Transaction Documents.
16.2The Buyer bears all stamp duty and other documentary or transfer taxes payable on the transfer of the Shares.
16.3No variation of this agreement is effective unless in writing and signed by or on behalf of each party.
16.4No failure or delay in exercising any right under this agreement operates as a waiver of it, and the rights and remedies in this agreement are cumulative and do not exclude rights and remedies provided by law.
16.5If any provision of this agreement is or becomes invalid or unenforceable, it is deemed modified to the minimum extent necessary to make it valid and enforceable or, if that is not possible, deleted, and the validity of the remaining provisions is not affected.
16.6This agreement may be executed in any number of counterparts, each of which is an original and which together constitute one agreement. A counterpart executed and delivered by electronic signature is effective.
16.7Except as provided in clause 8.5, a person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. The parties may vary or terminate this agreement without the consent of any such person.

17.Governing law and jurisdictionExplained in Ch. 10

17.1This 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 are governed by the law of England and Wales.
17.2The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

S1.Schedule 1 — The Target and the SubsidiariesExplained in Ch. 4

Part A — The Target

NameSolaris Digital Assets Europe Limited
Registered number684201 (Ireland)
Registered office3rd Floor, 18 Fenian Quay, Dublin 2, D02 XR71, Ireland
Issued share capital100,000 ordinary shares of €1.00 each, fully paid
Registered shareholderMeridian Fintech Ventures Limited (100%)
DirectorsElena Marsh, Tomás Brennan, Daniel Okoye, Saoirse Whelan
Regulatory statusAuthorised by the CBI as a crypto-asset service provider under MiCA (reference CASP-2025-0147) for custody and administration, exchange of crypto-assets for funds, and execution of orders
Accounting reference date31 December

Part B — The Subsidiaries

NameJurisdictionOwnershipActivity
Solaris Custody Services Limited (no. 691588)Ireland100% by the TargetSafekeeping of client crypto-assets
Solaris Tech Services sp. z o.o. (KRS 0000998877)Poland100% by the TargetSoftware development and back-office support

S2.Schedule 2 — Completion obligationsExplained in Ch. 15

Part A — Seller’s obligations

AAt Completion, the Seller shall deliver (or procure the delivery) to the Buyer of:
  1. (a)a share transfer form in respect of the Shares, duly executed by the Seller in favour of the Buyer;
  2. (b)the share certificates for the Shares (or an indemnity in the agreed form for any lost certificate);
  3. (c)letters of resignation, in the agreed form, of Daniel Okoye and Saoirse Whelan as directors of each Group Company, effective from Completion and confirming they have no claims against any Group Company;
  4. (d)the certificate of incorporation, statutory registers and minute books of each Group Company;
  5. (e)minutes of a meeting of the board of the Target approving (subject only to stamping where required) the registration of the transfer of the Shares, and appointing Priya Nair and Jonathan Hale as directors with effect from Completion;
  6. (f)evidence of the termination, with effect from Completion and at no cost to any Group Company, of the management services agreement between the Seller and the Target dated 2 May 2022;
  7. (g)a power of attorney in the agreed form enabling the Buyer to exercise the rights attaching to the Shares pending registration of the transfer; and
  8. (h)such signed bank mandate changes for each Group Company as the Buyer reasonably requires.

Part B — Buyer’s obligations

BAt Completion, the Buyer shall:
  1. (a)pay the Consideration and the Locked Box Interest in accordance with clause 7.3; and
  2. (b)deliver to the Seller a certified copy of the resolutions of the board of the Buyer authorising the execution and performance of the Transaction Documents.

S3.Schedule 3 — WarrantiesExplained in Ch. 11

1. Capacity and title

1.1The Seller is validly incorporated and has full power and authority to enter into and perform the Transaction Documents, which constitute (or will when executed constitute) legal, valid and binding obligations of the Seller.
1.2The Seller is the sole legal and beneficial owner of the Shares, free from all Encumbrances.
1.3The Shares are fully paid and constitute the entire issued share capital of the Target. No person has any right (actual or contingent) to require the issue or transfer of any share or security of any Group Company.

2. The Group

2.1The information in Schedule 1 is true, accurate and complete.
2.2The Target is the sole legal and beneficial owner of the entire issued share capital of each Subsidiary, free from all Encumbrances, and no Group Company has any other subsidiary, branch or interest in any other undertaking.

3. Accounts

3.1The Accounts have been prepared in accordance with applicable law and accounting standards consistently applied, and give a true and fair view of the state of affairs of the Group as at the Locked Box Date and of its results for the financial year then ended.
3.2The Group’s accounting records are up to date and have been properly kept as required by law.

4. Position since the Locked Box Date

4.1Since the Locked Box Date: (a) each Group Company has carried on its business in the ordinary course; (b) there has been no material adverse change in the financial position or turnover of the Group; (c) no Group Company has declared or paid any dividend or other distribution; and (d) no Group Company has incurred any material capital expenditure or borrowing outside the ordinary course.

5. Regulatory and compliance

5.1The Target holds the authorisation described in Part A of Schedule 1, which is in full force. The authorisations held by the Group are all the regulatory authorisations needed to carry on the business of the Group as now carried on, and, so far as the Seller is aware, there are no circumstances likely to result in any of them being suspended, varied, limited or revoked.
5.2Each Group Company conducts, and has for the past three years conducted, its business in all material respects in compliance with applicable law and regulation, including MiCA, applicable anti-money-laundering and counter-terrorist-financing law, and applicable financial sanctions.
5.3Except for the Legacy AML Matter, no Group Company is, or in the past three years has been, subject to any investigation, enforcement action, skilled-person review or material remediation requirement by any regulator, and, so far as the Seller is aware, none is pending or threatened.
5.4The Target maintains regulatory capital and safeguards client assets in accordance with applicable requirements, and all material regulatory returns and notifications have been made when due.
5.5No Group Company, and no director, officer or employee of any Group Company in that capacity, has committed any offence under applicable anti-bribery or anti-corruption law.

6. Contracts

6.1Copies of each contract of a Group Company with an annual value exceeding €250,000, and of each contract with any of the Group’s ten largest clients by revenue, are in the Data Room, and each such contract is in full force.
6.2No Group Company, and so far as the Seller is aware no counterparty, is in material breach of any such contract, and no such counterparty has given written notice terminating, or of its intention to terminate, any such contract (including as a result of the Transaction).
6.3No Group Company is party to any contract outside the ordinary course of business, any joint venture or partnership, or any agreement with the Seller or any Related Person, other than as Disclosed.

7. Information technology and intellectual property

7.1Each Group Company owns, or holds a valid licence of, all intellectual property and information technology systems materially required for its business. The trading platform software known as “Helia” is owned by Solaris Tech Services sp. z o.o.
7.2In the past three years there has been no material failure of, or unauthorised access to, the Group’s IT systems that has had a material adverse effect on the business, and the Group operates commercially reasonable business continuity and cyber-security arrangements.

8. Data protection

8.1Each Group Company complies in all material respects with applicable data protection law, and in the past three years no Group Company has received any written notice, complaint or enforcement action from a data protection authority, and has not notified any personal data breach to such an authority.

9. Employees

9.1The Data Room contains anonymised details, complete and accurate in all material respects, of the remuneration and notice periods of all employees of the Group, and copies of the service agreements of each Senior Employee.
9.2No Senior Employee has given or received notice of termination, and, so far as the Seller is aware, no Senior Employee intends to resign as a result of the Transaction.
9.3No Group Company operates or contributes to any defined benefit pension arrangement.

10. Litigation

10.1No Group Company is engaged in any litigation, arbitration or other dispute resolution proceedings (except debt collection in the ordinary course involving amounts below €50,000), and, so far as the Seller is aware, none is pending or threatened by or against any Group Company.

11. Insolvency

11.1Neither the Seller nor any Group Company is insolvent or unable to pay its debts as they fall due, and no step has been taken in relation to any winding-up, administration, receivership, moratorium or analogous procedure in any jurisdiction in respect of any of them.

12. Tax

12.1Each Group Company has submitted all material Tax returns when due, and all such returns were complete and accurate in all material respects; all Tax due and payable has been paid.
12.2No Group Company is involved in any dispute with, or current enquiry by, any Tax authority, and, so far as the Seller is aware, none is pending or threatened.
12.3Each Group Company is, and has always been, resident for Tax purposes only in its jurisdiction of incorporation, and has no permanent establishment elsewhere.

S4.Schedule 4 — Permitted LeakageExplained in Ch. 9

S4The following are “Permitted Leakage”:
  1. (a)the monthly management charge of €25,000 (plus VAT, if any) payable by the Target to the Seller under the management services agreement dated 2 May 2022, in respect of the period up to Completion;
  2. (b)salaries, bonuses, benefits and expenses paid or provided to employees and directors of the Group in the ordinary course of employment (excluding any transaction, exit or similar bonus);
  3. (c)the transaction bonuses, not exceeding €350,000 in aggregate (plus employer taxes), payable to the individuals and in the amounts set out in the Disclosure Letter;
  4. (d)any payment made, or agreed to be made, at the written request or with the prior written consent of the Buyer; and
  5. (e)any Tax payable by a Group Company in respect of any of the above.

THIS AGREEMENT has been entered into on the date first written above.

D. Okoye
Signed for and on behalf of MERIDIAN FINTECH VENTURES LIMITED
by Daniel Okoye, Director
J. Hale
Signed for and on behalf of ATLAS PAYMENTS GROUP PLC
by Jonathan Hale, Chief Legal Officer, under a power of attorney dated 9 July 2026