Guardforce AI Co., LTD Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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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 AGREEMENT
Underwriting 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:

ORDINARY SHARE PURCHASE WARRANT Guardforce AI Co., Limited
Guardforce AI Co., LTD • January 21st, 2022 • 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 Agreement
Securities 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”).

SECURITIES PURCHASE AGREEMENT
Securities 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”).

ORDINARY SHARE PURCHASE WARRANT GUARDFORCE AI CO., LIMITED
Guardforce AI Co., LTD • September 20th, 2021 • Services-detective, guard & armored car services • New York

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 [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Guardforce AI Co., Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), up to ______ Ordinary Shares, par value $0.003 per share (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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) s

SECURITIES PURCHASE AGREEMENT
Securities 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”).

INDEMNITY AGREEMENT
Indemnity 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.”

Guardforce AI Co., Limited
Guardforce AI Co., LTD • January 21st, 2022 • Services-detective, guard & armored car services • New York
LOCK-UP AGREEMENT
Lock-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

Guardforce AI Co., Limited And Vstock Transfer, LLC, as Warrant Agent Warrant Agency Agreement Dated as of [___] , 2021 WARRANT AGENCY AGREEMENT
Warrant 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 AGREEMENT
Second 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., Limited
Guardforce AI Co., Ltd. • April 7th, 2022 • Services-detective, guard & armored car services • New York
Consulting Agreement
Consulting 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.

AMENDMENT NO. 1 TO ADVISORY AGREEMENT
Advisory 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 PROXY
Voting 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 AGREEMENT
Conversion 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 Agreement
Settlement Agreement • April 29th, 2024 • Guardforce AI Co., Ltd. • Services-detective, guard & armored car services
CANCELLATION AGREEMENT
Cancellation Agreement • February 23rd, 2024 • Guardforce AI Co., Ltd. • Services-detective, guard & armored car services
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MEMORANDUM OF UNDERSTANDING BETWEEN GUARDFORCE SECURITY (THAILAND) CO. LTD. AND
Memorandum of Understanding • March 20th, 2020 • Guardforce AI Co., LTD
INDEPENDENT DIRECTOR AGREEMENT
Independent 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 AGREEMENT
Lease 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
AT THE MARKET OFFERING AGREEMENT
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:

Transfer Agreement for Technology Platform
Transfer Agreement • 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 AGREEMENT
Independent 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 agreement
Advisory 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...
Third Supplemental 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.

SUPPLEMENTAL AGREEMENT
Supplemental 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”).

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