REGISTRATION RIGHTS AGREEMENT by and between GBS INC. The sellers listed on annex a hereto and The sellers listed on annex b hereto Dated as of October 4, 2022Registration Rights Agreement • October 11th, 2022 • GBS Inc. • Surgical & medical instruments & apparatus • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 4, 2022 by and among GBS INC., a Delaware corporation (the “Company”), the sellers listed on Annex A hereto (the “RFA Sellers”) and the sellers listed on Annex B hereto (the “Other IFP Sellers”, and, together with their successors and any Person that becomes a party hereto pursuant to Section 4.1, and the RFA Sellers, the “Sellers”). Capitalized terms that are used but not defined elsewhere herein are defined in Exhibit A.
DATEDBridge Facility Agreement • October 11th, 2022 • GBS Inc. • Surgical & medical instruments & apparatus • England and Wales
DEED OF AMENDMENT AND RESTATEMENTBridge Facility Agreement • October 11th, 2022 • GBS Inc. • Surgical & medical instruments & apparatus • England and Wales
Voting AgreementVoting Agreement • October 11th, 2022 • GBS Inc. • Surgical & medical instruments & apparatus • Delaware
This Voting Agreement (this “Agreement”), dated as of October 4, 2022, is made and entered into by and between the stockholders listed on Exhibit A hereto (each, a “Stockholder” and, collectively, the “Stockholders”) of GBS Inc., a Delaware corporation (the “Company”), and the Company. The Stockholders and the Company are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Dear Spiro Extension Request - Loan Agreement dated 16 June 2022Loan Agreement • October 11th, 2022 • GBS Inc. • Surgical & medical instruments & apparatus
Pursuant to clause 5.3 of the Loan Agreement between Intelligent Fingerprinting Limited and GBS, Inc. dated 16 June 2022 (the “Agreement”), we hereby request that the Final Repayment Date (as defined in the Agreement) be extended to 4 October 2024.
GBS INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 11th, 2022 • GBS Inc. • Surgical & medical instruments & apparatus • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of October 4, 2022, by and among GBS Inc., a Delaware corporation (the “Company”), each of the Persons listed on Schedule 1 attached hereto (the “RFA Sellers”) and Jason Isenberg, as the RFA Sellers’ Representative (including any other Person designated by the RFA Sellers, the “RFA Representative”). Unless otherwise defined herein, capitalized terms are defined in Section 4 hereof. The Company, RFA Representative and each RFA Seller are each a “Party” and referred to collectively herein as the “Parties.”
SHARE EXCHANGE AGREEMENT BY AND AMONG GBS INC., INTELLIGENT FINGERPRINTING LIMITED, THE SELLERS LISTED ON SCHEDULE I HERETO,Share Exchange Agreement • October 11th, 2022 • GBS Inc. • Surgical & medical instruments & apparatus • Delaware
THIS SHARE EXCHANGE AGREEMENT is made and entered into as of October 4, 2022 (this “Agreement”), by and among GBS INC., a Delaware corporation (“Company”), INTELLIGENT FINGERPRINTING LIMITED, a company registered in England and Wales with company number 06409298 (“IFP”), the Persons listed on Schedule I hereto (collectively, “Sellers” and each, individually, a “Seller”), and Jason Isenberg as the RFA Sellers’ Representative and Philip Hand as the Other Sellers’ Representative (together the Sellers’ Representatives (as defined herein). IFP, Company, each Seller and each Sellers’ Representative are each a “Party” and referred to collectively herein as the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A.
FORM OF] Voting AgreementVoting Agreement • October 11th, 2022 • GBS Inc. • Surgical & medical instruments & apparatus • Delaware
This Voting Agreement (this “Agreement”), dated as of October 4, 2022, is made and entered into by and among the undersigned stockholder who is also a director and/or officer (“Stockholder”) of GBS Inc., a Delaware corporation (the “Company”), the Company, Jason Isenberg, as the RFA Sellers’ Representative (as such term is defined in the Share Exchange Agreement referenced below), and Philip Hand, as the Other Sellers’ Representative as such term is defined in the Share Exchange Agreement referenced below). Stockholder, the Company and Sellers’ Representatives are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
