REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 21st, 2022 • Guardforce AI Co., LTD • Services-detective, guard & armored car services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 18, 2022, between Guardforce AI Co., Limited, an exempted company incorporated in the Cayman Islands (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between Guardforce AI Co., Limited and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters Guardforce AI Co., Limited UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2023 • Guardforce AI Co., Ltd. • Services-detective, guard & armored car services • New York
The undersigned, GUARDFORCE AI CO., LIMITED, a Cayman Islands exempted company (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries, the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • July 2nd, 2024 • Guardforce AI Co., Ltd. • Services-detective, guard & armored car services • New York
GUARDFORCE AI CO., LIMITED, a Cayman Islands exempted company (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
ORDINARY SHARE PURCHASE WARRANT Guardforce AI Co., LimitedOrdinary Share Purchase Warrant • January 21st, 2022 • Guardforce AI Co., LTD • Services-detective, guard & armored car services
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received , or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 20, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Guardforce AI Co., Limited, an exempted company incorporated in the Cayman Islands (the “Company”), up to Ordinary Shares par value US$0.003 each (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Securities Purchase AgreementSecurities Purchase Agreement • October 28th, 2022 • Guardforce AI Co., Ltd. • Services-detective, guard & armored car services • Utah
This Securities Purchase Agreement (this “Agreement”), dated as of October 25, 2022 (the “Effective Date”), is entered into by and between Guardforce AI Co., Limited, a Cayman Islands corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
INDEMNITY AGREEMENTIndemnification Agreement • August 13th, 2021 • Guardforce AI Co., LTD • Services-detective, guard & armored car services
INDEMNITY AGREEMENT, dated [ ], 2021 (this “Agreement”), is made by and between Guardforce AI Co., Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and the undersigned (“Indemnitee”). Each of Company and Indemnitee are sometimes referred to in this Agreement individually as a “Party” and, collectively, as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 7th, 2022 • Guardforce AI Co., Ltd. • Services-detective, guard & armored car services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 6, 2022, between Guardforce AI Co., Limited, an exempted company incorporated in the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 21st, 2022 • Guardforce AI Co., LTD • Services-detective, guard & armored car services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 18, 2022, between Guardforce AI Co., Limited, an exempted company incorporated in the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
Guardforce AI Co., LimitedPlacement Agent Agreement • January 21st, 2022 • Guardforce AI Co., LTD • Services-detective, guard & armored car services • New York
LOCK-UP AGREEMENTLock-Up Agreement • April 7th, 2022 • Guardforce AI Co., Ltd. • Services-detective, guard & armored car services • New York
This Letter Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provisions hereof be enforced by, any of other Person. Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Purchase Agreement. Pursuant to Section 2.2(a) of the Purchase Agreement and in satisfaction of a condition of the Company’s obligations under the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until 45 days after the Closing Date (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the u
Shenzhen Kewei Robot Technology Co., Limited And Guardforce AI Co., Limited Guardforce AI Robot Service (Shenzhen) Co., Limited Sale and Purchase Agreement Relating to Shares of Seven Kewei Group CompaniesSale and Purchase Agreement • June 1st, 2022 • Guardforce AI Co., Ltd. • Services-detective, guard & armored car services • Hong Kong
Guardforce AI Co., Limited And Vstock Transfer, LLC, as Warrant Agent Warrant Agency Agreement Dated as of [___] , 2021 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • September 20th, 2021 • Guardforce AI Co., LTD • Services-detective, guard & armored car services • California
WARRANT AGENCY AGREEMENT, dated as of [___] , 2021 (“Agreement”), between Guardforce AI Co., Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and Vstock Transfer, LLC, a limited liability company organized under the laws of California (the “Warrant Agent”).
SECOND SUPPLEMENTAL AGREEMENTSecond Supplemental Agreement • April 1st, 2022 • Guardforce AI Co., Ltd. • Services-detective, guard & armored car services
This Second Supplemental Agreement (the “Agreement”) is dated on March 17, 2022, by and between Quantum Infosec Inc. (the “Vendor”), Guardforce AI Co., Limited (the “Purchaser”) and Handshake Networking Limited (the “Company”) (collectively, the “Parties”).
Guardforce AI Co., LimitedPlacement Agent Agreement • April 7th, 2022 • Guardforce AI Co., Ltd. • Services-detective, guard & armored car services • New York
Consulting AgreementConsulting Agreement • September 2nd, 2022 • Guardforce AI Co., Ltd. • Services-detective, guard & armored car services
This Consulting Agreement (the “Agreement” or “Consulting Agreement”) states the terms and conditions that govern the contractual agreement between Guardforce AI Co., Limited having its registered office at Cricket Square, Hutchins Drive, P.O. Box, Grand Cayman, KY1-1111, Cayman Islands (the “Client”), and _______ (the “Consultant”) who agrees to be bound by this Agreement.
Dated the February 2021 Quantum Infosec Inc. (as “Vendor”) and Guardforce AI Co., Limited (as “Purchaser”) SALE AND PURCHASE AGREEMENT relating to share capital of Handshake Networking Limited (the “Company”)Sale and Purchase Agreement • April 29th, 2021 • Guardforce AI Co., LTD • Pipe lines (no natural gas) • Hong Kong
AMENDMENT NO. 1 TO ADVISORY AGREEMENTAdvisory Agreement • March 20th, 2020 • Guardforce AI Co., LTD • Texas
This AMENDMENT NO.1 TO ADVISORY AGREEMENT (“Agreement”) is entered into and effective this 16th day of December 2019 by and between Guardforce AI Co., LTD (the “Company”), and HFG Capital Investments, L.L.C., a Texas Limited Liability Company (“HFG”):
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • October 2nd, 2023 • Guardforce AI Co., Ltd. • Services-detective, guard & armored car services
This VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) is made and entered into as of September 28, 2023 (the “Effective Date”), by and among Guardforce AI Co., Limited, an exempted company incorporated in the Cayman Islands (the “Company”), WK Venture Success Limited, a company incorporated in the British Virgin Islands with limited liability, who is the holder of certain indebtedness of the Company (“WK Venture” ) and each of the persons listed on the Schedule to this Agreement (together with WK Venture, each, a “Holder” and collectively, the “Holders” and, the Holders together with the Company, the “Parties”).
CONVERSION AGREEMENTConversion Agreement • October 2nd, 2023 • Guardforce AI Co., Ltd. • Services-detective, guard & armored car services • New York
This Conversion Agreement (this “Agreement”) is made and entered into as of September 28, 2023 (the “Effective Date”), by and among Guardforce AI Co., Limited, an exempted company incorporated in the Cayman Islands (the “Company”), WK Venture Success Limited, a company incorporated in the British Virgin Islands with limited liability, who is the holder of certain indebtedness of the Company (“WK Venture”) and each of the persons listed on Schedule 2 to this Agreement (together with WK Venture, each, a “Holder” and collectively, the “Holders” and, the Holders together with the Company, the “Parties”).
Settlement AgreementSettlement Agreement • April 29th, 2024 • Guardforce AI Co., Ltd. • Services-detective, guard & armored car services
CANCELLATION AGREEMENTCancellation Agreement • February 23rd, 2024 • Guardforce AI Co., Ltd. • Services-detective, guard & armored car services
Dated the 30th day of December 2022 Guardforce Cash Solutions Security (Thailand) Company Limited (as Borrower) and WK Venture Success Limited (as Lender) FOURTH SUPPLEMENTAL AGREEMENT to Loan Agreement dated as of 25 August 2018, as supplementedLoan Agreement • January 13th, 2023 • Guardforce AI Co., Ltd. • Services-detective, guard & armored car services
MEMORANDUM OF UNDERSTANDING BETWEEN GUARDFORCE SECURITY (THAILAND) CO. LTD. ANDMemorandum of Understanding • March 20th, 2020 • Guardforce AI Co., LTD
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • August 13th, 2021 • Guardforce AI Co., LTD • Services-detective, guard & armored car services
INDEPENDENT DIRECTOR AGREEMENT, dated [*], 2021 (this “Agreement”), by and between Guardforce AI Co., Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and [ ] (the “Director”).
LEASE AGREEMENT Between Varin World Company Limited And Guardforce Cash Solutions Security (Thailand) Company Limited Date 27 May 2019 LEASE AGREEMENTLease Agreement • May 18th, 2020 • Guardforce AI Co., LTD • Finance services
This Lease Agreement is made between Varin World Company Limited, having its principal office located at No. 96 Vibhavidi-Rangsit Road, TaladBangkhen Sub-District, Laksi District, Bangkok 10210, represented by Mr. Varin Pulsiriwong, managing director, (hereinafter referred to as the “Lessor”) of the one part, and Guardforce Cash Solutions Security (Thailand) Company Limited, having its principal office located at No. 96 Vibhavidi-Rangsit Road, TaladBangkhen Sub-District, Laksi District, Bangkok 10210, represented by Mr. Chu Kwok Wing and Ms. Chanpreeya Ekthammasut, authorized directors (hereinafter referred to as the “Lessee”) of the other part.
Guardforce AI Co., Limited (as “Vendor”) and (as “Purchasers”) SALE AND PURCHASE AGREEMENT relating to 510 ordinary shares in Handshake Networking Limited (as “Company”)Sale and Purchase Agreement • February 23rd, 2024 • Guardforce AI Co., Ltd. • Services-detective, guard & armored car services • Hong Kong
Shenzhen Yeantec Co., Limited And Guardforce AI Co., Limited Guardforce AI Robot Service (Shenzhen) Co., Limited Sale and Purchase Agreement relating to Shares of Beijing Wanjia Security System LimitedSale and Purchase Agreement • June 1st, 2022 • Guardforce AI Co., Ltd. • Services-detective, guard & armored car services • Hong Kong
Transfer Agreement for Technology PlatformTransfer Agreement for Technology Platform • July 20th, 2023 • Guardforce AI Co., Ltd. • Services-detective, guard & armored car services
Whereas Party A and Party B have entered into the Asset Acquisition Agreement on December 21, 2022 (No. AAA-SZKW-GFAI-20221221, hereinafter referred to as the “Master Agreement”) and the Supplemental Agreement to the Asset Acquisition Agreement (No. SUPP-AAA-20230629, hereinafter referred to as the “Supplemental Agreement”), Party A and Party B have entered into this Agreement by consensus in order to achieve the acquisition purpose of the Master Agreement and the Supplemental Agreement.
AMENDMENT NO. 2 TO INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • April 29th, 2024 • Guardforce AI Co., Ltd. • Services-detective, guard & armored car services
THIS AMENDMENT NO. 2 TO INDEPENDENT DIRECTOR AGREEMENT (this “Amendment”) is made and entered into this 31st day of August, 2023 (the “Amendment Effective Date”), by and between Guardforce AI Co., Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and (the “Director”).
advisory agreementAdvisory Agreement • May 18th, 2020 • Guardforce AI Co., LTD • Finance services • Texas
THIS ADVISORY AGREEMENT (“Agreement”) is made and entered into this 11th day of October 2018 by and between HFG Capital Investments, L.L.C. (“Advisor”) and Guardforce AI Co., LTD, a (the “Company”).
Dated the 31 day of December 2020 Guardforce Cash Solutions Security (Thailand) Company Limited (as Borrower) Guardforce Holdings (HK) Limited (as GFHK) Mr. Tu Guoshen (涂國身) and Guardforce AI Technology Limited (as Warrantors) and Profit Raider...Master Loan Agreement • April 29th, 2021 • Guardforce AI Co., LTD • Pipe lines (no natural gas)
and is SUPPLEMENTAL to an Amended and Restated Master Loan Agreement dated 15 March 2019, as amended and supplemented to date by the Prior Supplements (“Master Loan Agreement”), made between the parties hereto.
Shenzhen Kewei Robot Technology Co., Limited (“Vendor”) and Guardforce AI Co., Limited (“Purchaser”) SALE AND PURCHASE AGREEMENT relating to share capital of Shenzhen Keweien Robot Service Co., Limited and Guangzhou Kewei Robot Technology Co., Limited...Sale and Purchase Agreement • April 1st, 2022 • Guardforce AI Co., Ltd. • Services-detective, guard & armored car services • Hong Kong
SUPPLEMENTAL AGREEMENTSupplemental Agreement • April 29th, 2021 • Guardforce AI Co., LTD • Pipe lines (no natural gas)
This Supplemental Agreement (the “Supplemental Agreement”) is dated as of 12 March 2021 by and between Quantum Infosec Inc. (the “Vendor”), Guardforce AI Co., Limited (the “Purchaser”) and Handshake Networking Limited (the “Company”). (collectively the “Parties”).
Consulting AgreementConsulting Agreement • January 23rd, 2024 • Guardforce AI Co., Ltd. • Services-detective, guard & armored car services • Hong Kong
This Consulting Agreement (the “Agreement”) sets forth the terms and conditions governing the contractual agreement between Guardforce AI Co., Limited, a company incorporated in Cayman Islands with its principal place of business at 10 Anson Road, #28-01 International Plaza, Singapore 079903 (the “Company”), and Catherine (Yuting) Zuo, residing at Room 27A, Block 2, Century Huating, No. 15 Jingtian Street East, Futian District, Shen Zhen, Guargdong, China (the “Consultant”), both of whom agree to be bound by this Agreement.
AMENDMENT NO. 1 TO CONSULTING AGREEMENTConsulting Agreement • April 29th, 2024 • Guardforce AI Co., Ltd. • Services-detective, guard & armored car services
THIS AMENDMENT NO. 1 TO CONSULTING AGREEMENT (this “Amendment”) is made and entered into this 31st day of August, 2023 (the “Amendment Effective Date”), by and between Guardforce AI Co., Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and Jia Lin (the “Consultant”).
