CONTROL SHARE PURCHASE AGREEMENT

Exhibit 10.1

CONTROL SHARE PURCHASE AGREEMENT

** **

TRANSGLOBAL MANAGEMENT GROUP, INC.

VERSION 18

Effective as of October 2, 2026

This Control Share Purchase Agreement (this “Agreement”) is entered into as of the date on which the last signatory executes it (the “Execution Date”) by and among Marc Angell and Jacquie Angell (each a “Seller” and together, the “Sellers”), Third Life World, LLC, a Nevada limited liability company (“Buyer”), and Transglobal Management Group, Inc., a Florida corporation quoted under the trading symbol TMGI (“TMGI”), together they are the “Parties.”

RECITALS

A. At Closing, Marc Angell will be the sole record and beneficial owner of the two hundred (200) shares of TMGI Series A Preferred Stock described on Schedule A, which constitute the voting control block of TMGI and carry in the aggregate eighty percent (80%) of TMGI’s total voting power (the “Pref Shares A”).

B. Buyer desires to acquire, and Marc Angell desires to transfer, the Pref Shares A on the terms stated in this Agreement, in exchange for the Purchase Price described in Section 1(a) and the issuance by TMGI to the Sellers of eight (8) shares of a new class of TMGI preferred stock, to be created and designated as Series B Preferred Stock (the “Pref Shares B”), together with the other obligations stated herein. Jacquie Angell joins as a Seller for purposes of the rights, protections and obligations expressly applicable to her and the Sellers, including those concerning the Jacquie Note under Section 3.

C. TMGI joins as a full Party to undertake the corporate, share-designation, share-issuance, consulting, compliance and transfer-agent obligations stated herein. The schedules and exhibits are integral parts of this Agreement; no additional stock purchase, consulting or installment agreement is required to make these obligations effective, other than the filing of the Certificate of Designation contemplated by Section 2(b).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. Purchase and Sale; Closing

TMGI shall deliver to its transfer agent irrevocable written instructions directing the transfer agent not to record or release the transfer of the Pref Shares A to Buyer unless and until the transfer agent has simultaneously issued and reflected all eight (8) Pref Shares B in the names of the Sellers in the allocation jointly directed by them. TMGI shall cause its transfer agent to acknowledge such instructions in writing before Closing. The Parties agree that no irrevocable power of attorney, transfer-agent clawback instruction, or similar instrument shall be required or delivered under this Agreement, except as expressly provided in Section 2(e) and Exhibit E with respect to a Compensation Default arising from the Pref Shares B or the Jacquie Note. Except as so provided, neither Seller shall have authority after Closing to cancel Buyer’s ownership of the Pref Shares A except by a writing signed by Buyer or by final order of a court or arbitrator of competent jurisdiction.

2. Compensation; Pref Shares B; Consulting

The Consulting Bonus is unconditional and is separate from the monthly consulting compensation payable under Section 2(f) and Schedule B. It is not contingent upon the achievement of any performance objective, completion of any service period, receipt of financing, Closing or any other condition. The Consulting Bonus shall not be governed, reduced, adjusted or otherwise affected by the KPI Addendum.

The Consulting Bonus shall survive Closing, any change in TMGI’s management or control, expiration or termination of Marc Angell’s consulting engagement, and termination of this Agreement. It may not be cancelled, terminated, reduced, deferred, offset or otherwise modified without Marc Angell’s prior written consent. No amount payable under this Section may be reduced by setoff, counterclaim, recoupment or deduction, except for legally required tax reporting or withholding.

3. The Jacquie Note

4. Ongoing Service-Provider Commitments

5. Buyer Asset Disclosure – Operating Company Only

Buyer shall complete and certify Schedule D, listing every material asset owned, licensed, leased or controlled by Third Life World, LLC, the operating company, including a description, estimated value, liens and whether it will be contributed to TMGI. If there are none, Buyer shall write “None.” No disclosure is required of any asset of any affiliate, member, manager or other person or entity other than Third Life World, LLC itself. Each asset marked for contribution shall be transferred at Closing free of undisclosed liens. Buyer represents that Schedule D is complete and accurate as to Third Life World, LLC and that it has authority to transfer each contributed asset.

6. Representations and Warranties

7. Covenants; Public-Company Compliance

8. Indemnification

9. Remedies

10. Confidentiality and Announcements

Each Party shall use nonpublic information received in connection with this transaction only to complete and administer it, protect the information with reasonable care, and disclose it only to representatives who need it and are under comparable duties. Required legal and public-company disclosures are permitted. When lawful and practicable, the disclosing Party shall provide advance notice and a reasonable opportunity to review. No voluntary press release concerning this Agreement may be issued without the other Parties’ prior written approval.

11. Miscellaneous

[Signature page follows]

IN WITNESS WHEREOF, the Parties have executed this definitive Agreement as of the Execution Date.

SELLERS

____________________________________

Marc Angell, individually

Date: __________ Email: __________________

____________________________________

Jacquie Angell, individually

Date: __________ Email: __________________

BUYER

THIRD LIFE WORLD, LLC

By: ____________________________________

Name: Jorge Guinovart

Title: Managing Member

Date: __________

Address: 723 South 7th Street, Las Vegas, Nevada 89101

Email: ________________________________

TMGI

TRANSGLOBAL MANAGEMENT GROUP, INC.

By: ____________________________________

Name: ________________________________

Title: ________________________________

Date: __________ Email: __________________

SCHEDULE A

PREF SHARES A (VOTING CONTROL BLOCK)

The transfer agent’s current Statement of Account shall be attached immediately behind this Schedule A when issued. It is the sole required evidence of Marc Angell’s possession and control under Section 1(b).

SCHEDULE B

MARC ANGELL CONSULTING TERMS

1. Engagement and Term. TMGI retains Marc Angell as an independent consultant for an initial term of three (3) months beginning on the Closing Date (the “Initial Term”). The engagement may be extended beyond the Initial Term for such additional period as Marc Angell and TMGI mutually agree in writing, and unless otherwise agreed each extension shall be on the same terms, including the monthly fee.

2. Services. Marc shall provide reasonable transition, corporate-history and advisory services; respond reasonably to Buyer and TMGI management; assist with orderly handoff of service-provider relationships and records; and provide reasonable, truthful public support for the transition when requested. Services shall not exceed twenty (20) hours per month without Marc’s written consent, may be performed remotely except as mutually agreed, and are nonexclusive.

3. Compensation. TMGI shall pay Marc a monthly fee of $5,000 during the Initial Term and any extension. The first monthly fee is due at Closing, and each subsequent monthly fee is due on the same calendar day of each following month as the Closing Date, or on the last business day of a month having no corresponding day. These payment obligations are obligations of TMGI and are guaranteed by Buyer solely in its capacity as an entity. No individual associated with Buyer personally guarantees these payment obligations. The Parties intend to attach a KPI Addendum setting measurable consulting objectives and any related fee adjustments or bonuses; until executed, this Schedule B controls. No KPI Addendum shall reduce the $5,000 monthly fee or the $15,000 aggregate compensation for the Initial Term unless Marc Angell expressly agrees to such reduction in the signed KPI Addendum.

4. Expenses. TMGI shall reimburse reasonable, documented, preapproved out-of-pocket expenses within ten (10) business days after invoice.

5. Confidentiality and Status. Marc shall protect TMGI confidential information, subject to customary exceptions and legally compelled disclosure. He is an independent contractor, not an employee, fiduciary or agent, and has no authority to bind TMGI unless expressly authorized in writing.

6. Termination; Cause; Default. “Cause” means Marc’s: (i) material breach of this Schedule B that remains uncured for fifteen (15) days after written notice specifying the breach; (ii) fraud, willful misconduct, or gross negligence in performing the services; (iii) conviction of, or plea of guilty or nolo contendere to, a felony; or (iv) material violation of law in the course of performing the services. If TMGI, Buyer, any successor management, or anyone acting on their behalf terminates the engagement without Cause before the end of the Initial Term, the full compensation for the Initial Term, $15,000, less monthly fees already paid, shall be immediately due and payable by TMGI. If the engagement is terminated for Cause, or if Marc resigns without Good Reason, TMGI shall owe only unpaid fees accrued through the termination date. “Good Reason” means TMGI’s failure to pay any undisputed monthly fee within ten (10) business days after written notice of nonpayment; if Marc resigns for Good Reason during the Initial Term, the remaining unpaid Initial Term balance shall be immediately due. If any amount then due remains unpaid five (5) business days after written delinquency notice, that amount bears interest at the lesser of 10% per annum or the maximum lawful rate, together with reasonable enforcement costs and attorneys’ fees. Nonpayment of consulting compensation is not a Compensation Default under Section 2(e), does not authorize cancellation of Buyer’s ownership of the Pref Shares A, and does not authorize any power of attorney or transfer-agent clawback.

7. No Offset or Mitigation. Compensation is separate from the Purchase Price, the Pref Shares B and the Jacquie Note, is not subject to offset, counterclaim, recoupment or a duty to mitigate, and survives a change in TMGI management or control.

**8. KPI Addendum; Integrated Terms. **A separate KPI Addendum may be executed by TMGI and Marc Angell after Closing to set measurable consulting objectives and any related fee adjustments or bonuses. No such KPI Addendum shall reduce the $5,000 monthly fee or the $15,000 aggregate compensation for the Initial Term unless Marc Angell expressly agrees to such reduction in the signed KPI Addendum. When executed, that addendum forms part of this Schedule B. This Schedule is a binding part of the Agreement and requires no separate consulting agreement or signature other than any KPI Addendum the Parties elect to sign.

9. Consulting Bonus. In addition to all other compensation payable under this Agreement and Schedule B, TMGI shall pay Marc Angell a one-time consulting bonus of One Hundred Fifteen Thousand Dollars ($115,000) (the “Consulting Bonus”). The Consulting Bonus shall be fully earned and irrevocably vested upon execution of this Agreement and shall be paid in full no later than ninety (90) calendar days after the Execution Date. TMGI may pay all or any portion of the Consulting Bonus before that date without premium or penalty.

The Consulting Bonus is unconditional and is separate from the monthly consulting compensation payable under Section 2(f) and Schedule B. It is not contingent upon the achievement of any performance objective, completion of any service period, receipt of financing, Closing or any other condition. The Consulting Bonus shall not be governed, reduced, adjusted or otherwise affected by the KPI Addendum.

The Consulting Bonus shall survive Closing, any change in TMGI’s management or control, expiration or termination of Marc Angell’s consulting engagement, and termination of this Agreement. It may not be cancelled, terminated, reduced, deferred, offset or otherwise modified without Marc Angell’s prior written consent. No amount payable under this Section may be reduced by setoff, counterclaim, recoupment or deduction, except for legally required tax reporting or withholding.

SCHEDULE C

ONGOING MONTHLY SERVICE-PROVIDER COMMITMENTS

This schedule sets out the ongoing service-provider commitments under Section 4 and reproduces the monthly service-provider budget from the Prior Purchase Agreement; the amounts remain the same. Actual invoices and provider contracts control payment timing and any lawful adjustments.

SCHEDULE D

THIRD LIFE WORLD, LLC – OPERATING COMPANY ASSET DISCLOSURE

List every material asset owned, licensed, leased or controlled by Third Life World, LLC, as required by Section 5. No assets of any affiliate, member, manager or other person or entity need be listed. If there are none, write “None” in the first row. Attach additional pages if needed.

(a) Third Life World earns revenue from several sources inside its AI-agent virtual world. Users pay a monthly subscription to use AI agents, with premium tiers that add advanced features. The platform takes a 1% fee on every in-world transaction, charges for creating new AI agents, and makes in-world purchases of items, upgrades and services. It also generates income from sales of land parcels and buildings in the world. An API lets outside developers connect their own AI agents to the platform, which opens a further revenue stream as the ecosystem grows. Because agents trade around the clock, subscription and fee revenue grow with the number of agents and the level of activity in the world.

BUYER CERTIFICATION: Buyer certifies that this Schedule D is complete and accurate in all material respects as to Third Life World, LLC and that Buyer has authority to transfer each asset marked for contribution.

THIRD LIFE WORLD, LLC

By: ____________________________________

Name: Jorge Guinovart, Managing Member

Date: __________

EXHIBIT E

IRREVOCABLE POWER OF ATTORNEY COUPLED WITH AN INTEREST

For value received and as a condition to the transfer of the Pref Shares A under the Control Share Purchase Agreement (Version 18) dated October 2, 2026 (the “Purchase Agreement”), Third Life World, LLC (“Buyer”) irrevocably appoints each of Marc Angell and Jacquie Angell, acting separately, as Buyer’s attorney-in-fact to execute and deliver instructions and instruments reasonably necessary to cancel Buyer’s ownership of all two hundred (200) TMGI Series A Preferred Shares (the “Pref Shares A”) and cause their reissuance to Marc Angell, but only after a Compensation Default under clauses (i) through (iv) of Section 2(e) has occurred and remains uncured to the extent any cure period applies under Section 2(e) of the Purchase Agreement.

This power is coupled with an interest, is given as security, and is irrevocable for so long as any Pref Shares B remain outstanding or the Jacquie Note remains outstanding and entitled to the protections of Section 3. A person relying on this power may rely on a written default certification signed by either Seller. Buyer ratifies lawful acts taken within this authority and directs TMGI and its transfer agent to honor them. For avoidance of doubt, nonpayment of consulting compensation under Section 2(f) or Schedule B does not authorize exercise of this power. This power survives incapacity, dissolution, change of control, assignment, Closing and any attempted revocation, and terminates automatically when all Pref Shares B have been converted or otherwise cease to be outstanding and the Jacquie Note has been fully satisfied or otherwise ceases to be outstanding.

THIRD LIFE WORLD, LLC

By: ____________________________________

Name: Jorge Guinovart

Title: Managing Member

Date: __________

ACKNOWLEDGMENT

State of ____________________

County of __________________

The foregoing instrument was acknowledged before me on __________, 2026, by Jorge Guinovart, as Managing Member of Third Life World, LLC, on behalf of the company.

Notary Public

My Commission Expires: ______________

EXHIBIT F

PRINCIPAL TERMS OF SERIES B PREFERRED STOCK (PREF SHARES B)

The Certificate of Designation for the Series B Preferred Stock shall contain the following terms, which are binding on TMGI and Buyer under Section 2 of the Agreement.

1. Designation and Number. The series shall be designated “Series B Preferred Stock” (the “Pref Shares B”) and shall consist of eight (8) authorized shares, par value $0.0001 per share. No additional Pref Shares B may be authorized or issued.

2. Issuance. All eight (8) Pref Shares B shall be issued at Closing to Marc Angell and Jacquie Angell in the allocation they jointly direct in writing, as partial consideration for the Pref Shares A, together with the Purchase Price under Section 1(a) of the Agreement.

3. Conversion Right. Each Pref Share B is convertible, at the option of its holder, at any time and from time to time, without expiration and without payment of additional consideration, into that number of shares of TMGI common stock (the “Conversion Shares”) equal to one-half of one percent (0.5%) of the total issued and outstanding shares of TMGI common stock on the date of conversion (the “Conversion Date”), calculated immediately after giving effect to the conversion.

4. Conversion Formula. When a holder converts N Pref Shares B on a Conversion Date, the number of Conversion Shares issued shall equal (N × 0.005 × O) ÷ (1 − N × 0.005), where O is the number of shares of common stock issued and outstanding immediately before the conversion on the Conversion Date, as reflected in the transfer agent’s records, rounded up to the nearest whole share. By way of illustration only, if 100,000,000 shares of common stock are outstanding and one Pref Share B is converted, the holder receives 502,513 Conversion Shares, representing one-half of one percent (0.5%) of the 100,502,513 shares then outstanding; if all eight (8) Pref Shares B are converted together, the holders receive 4,166,667 Conversion Shares, representing four percent (4%) of the 104,166,667 shares then outstanding.

5. Non-Dilution. The Pref Shares B are non-dilutive. The conversion percentage of one-half of one percent (0.5%) per Pref Share B, and four percent (4%) for all eight (8) Pref Shares B in the aggregate, is fixed and shall not be reduced, adjusted or impaired by any issuance of common or preferred stock, conversion or exercise of notes, warrants, options or other securities, stock split, reverse stock split, stock dividend, recapitalization, reclassification or other corporate action occurring before conversion. For avoidance of doubt, the foregoing protection expressly includes any stock consolidation, share combination or other reduction in the number of issued and outstanding shares of common stock. If TMGI effects any reverse stock split, stock consolidation, share combination, recapitalization, reclassification or similar transaction, the conversion rights of the Pref Shares B shall automatically adjust so that the holders retain exactly the same percentage-based conversion entitlement immediately following such action as immediately before such action. No such transaction shall cause any Pref Share B to become convertible on a fixed-share or one-for-one basis or otherwise reduce, eliminate or impair its percentage-based conversion entitlement. Any transaction or series of related transactions having the purpose or effect of circumventing these protections, including a reverse stock split or consolidation combined with an issuance, conversion, exchange, recapitalization or reclassification, shall be disregarded to the extent necessary to preserve the percentage-based conversion economics stated herein. If TMGI is party to any merger, consolidation, reverse merger, share exchange or sale of substantially all assets, each Pref Share B shall thereafter be convertible into one-half of one percent (0.5%) of the issued and outstanding common equity of the surviving, resulting or acquiring parent entity, and TMGI shall not complete any such transaction unless that entity assumes these obligations in writing.

6. Voting and Protective Provisions. The Pref Shares B have no voting rights except as required by Florida law, provided that the written consent of the holders of all outstanding Pref Shares B is required to (a) amend, alter or repeal any term of the Pref Shares B or the Certificate of Designation; (b) redeem, cancel or reclassify any Pref Shares B; (c) increase the number of authorized Pref Shares B; or (d) take any action that would reduce the conversion percentage or otherwise impair the rights of the Pref Shares B; (e) amend, restate, replace or supersede the Certificate of Designation or otherwise redesignate the Pref Shares B in a manner that changes the percentage-based conversion right to a fixed-share, one-for-one or other less favorable conversion right; or (f) effect any reverse stock split, stock consolidation, share combination, recapitalization, reclassification or similar transaction in a manner that reduces, circumvents or impairs the percentage-based conversion rights of the Pref Shares B. The voting power of the Pref Shares A, whether exercised alone or together with any other class or series of securities, shall not authorize or approve any action prohibited by this Section without the required written consent of the holders of all outstanding Pref Shares B. Any purported amendment, designation, corporate action or transaction undertaken in violation of this Section shall be ineffective against the holders of the Pref Shares B to the fullest extent permitted by law.

7. Dividends and Liquidation. The Pref Shares B shall participate in any dividend or distribution on the common stock on an as-converted basis. Upon any liquidation, dissolution or winding up of TMGI, the Pref Shares B shall share ratably with the common stock on an as-converted basis, determined as though converted immediately before the event.

8. Conversion Mechanics. A holder converts by delivering a written conversion notice (which may be by email) to TMGI and its transfer agent. Within three (3) trading days after delivery, TMGI shall cause its transfer agent to issue the Conversion Shares in book-entry form or by DWAC delivery, as the holder directs. TMGI shall bear all transfer-agent fees, legal-opinion costs and other costs of conversion. Conversion Shares, when issued, shall be duly authorized, validly issued, fully paid and nonassessable.

9. Reservation of Shares. TMGI shall at all times reserve sufficient authorized and unissued shares of common stock to permit conversion of all outstanding Pref Shares B. If authorized shares become insufficient, TMGI shall, within forty-five (45) days, take all corporate action necessary to increase its authorized shares, and the holder of the Pref Shares A shall vote in favor.

10. No Redemption; No Expiration. The Pref Shares B are not redeemable by TMGI, do not expire, and remain outstanding until converted by their holders.

11. Transfer. A holder may transfer Pref Shares B, in whole or in part, to a spouse, heir, trust or entity controlled by the holder, or otherwise in compliance with applicable securities laws. Each Pref Share B retains all of its rights in the hands of a transferee.

12. Securities Laws. The Pref Shares B are issued in a private transaction exempt from registration and shall bear customary restrictive legends. TMGI shall cooperate, at its expense, with any sale of Conversion Shares under Rule 144, including timely delivery of legal opinions and transfer-agent instructions.

EXHIBIT G

THE JACQUIE NOTE

A true and complete copy of the Jacquie Note, as in effect on the Execution Date and as referenced in the Prior Purchase Agreement, shall be attached immediately behind this Exhibit G. The attached copy is attached for identification only; its attachment does not amend, restate or otherwise alter the Jacquie Note.