Exhibit 10.3


 


LOCK-UP AGREEMENT


 


April 6, 2022


 


Guardforce AI Co., Limited


 


		Re:	Securities Purchase Agreement, dated as of April 6, 2022 (the “Purchase Agreement”), between
Guardforce AI Co., Limited (the “Company”) and the purchasers signatory thereto (each, a “Purchaser”
and, collectively, the “Purchasers”)



 


Ladies and Gentlemen:


 


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 undersigned or any Affiliate of the undersigned or any person in privity with the undersigned
or any Affiliate of the undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease
a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), with respect to, any Ordinary Shares of the Company or securities convertible, exchangeable or exercisable into, Ordinary
Shares of the Company beneficially owned, held or hereafter acquired by the undersigned (the “Securities”). Beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. In order to enforce this covenant, the Company shall
impose irrevocable stop-transfer instructions preventing the transfer agent of the Company from effecting any actions in violation of
this Letter Agreement.


 


Notwithstanding
the foregoing, and subject to the conditions below, the undersigned may transfer the Securities provided that (1) the Company receives
a signed lock-up letter agreement (in the form of this Letter Agreement) for the balance of the Restriction Period from each donee, trustee,
distributee, or transferee, as the case may be, prior to such transfer (2) any such transfer shall not involve a disposition for
value, (3) such transfer is not required to be reported with the Securities and Exchange Commission in accordance with the Exchange
Act and no report of such transfer shall be made voluntarily, and (4) neither the undersigned nor any donee, trustee, distributee
or transferee, as the case may be, otherwise voluntarily effects any public filing or report regarding such transfers, with respect to
transfer:


 


	 	i)	as a bona fide gift or gifts;


 


	 	ii)	to any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin);


 


	 	iii)	to any corporation, partnership, limited liability company, or other business entity all of the equity holders of which consist of the undersigned and/or the immediate family of the undersigned;


 


	 	iv)	if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (a) to another corporation, partnership, limited liability company, trust or other business entity that is an Affiliate of the undersigned or (b) in the form of a distribution to limited partners, limited liability company members or shareholders of the undersigned;


 


	 	v)	if the undersigned is a trust, to the beneficiary of such trust;


 


	 	vi)	by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned; or


 


	 	vii)	 of securities purchased in open market transactions after the Closing Date.


 






     


     


    

   


In addition, notwithstanding
the foregoing, this Letter Agreement shall not restrict the delivery of Ordinary Shares to the undersigned upon (i) exercise any options
granted under any employee benefit plan of the Company; provided that any Ordinary Shares or Securities acquired in connection with any
such exercise will be subject to the restrictions set forth in this Letter Agreement, or (ii) the exercise of warrants; provided that
such Ordinary Shares delivered to the undersigned in connection with such exercise are subject to the restrictions set forth in this Letter
Agreement.


 


Furthermore, the
undersigned may enter into any new plan established in compliance with Rule 10b5-1 of the Exchange Act; provided that (i) such plan may
only be established if no public announcement or filing with the Securities and Exchange Commission, or other applicable regulatory authority,
is made in connection with the establishment of such plan during the Restriction Period and (ii) no sale of Ordinary Shares are made pursuant
to such plan during the Restriction Period.


 


The undersigned
acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to each Purchaser to complete
the transactions contemplated by the Purchase Agreement and the Company shall be entitled to specific performance of the undersigned’s
obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform
this Letter Agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit
from the closing of the transactions contemplated by the Purchase Agreement.


 


This Letter Agreement may
not be amended or otherwise modified in any respect without the written consent of each of the Company and the undersigned. This Letter
Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict
of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern
District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action or proceeding
arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding,
any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an
inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by receiving a copy thereof sent to the
Company at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands
that this Letter Agreement does not intend to create any relationship between the undersigned and any Purchaser and that no Purchaser
is entitled to cast any votes on the matters herein contemplated and that no issuance or sale of the Securities is created or intended
by virtue of this Letter Agreement.


 


This Letter Agreement shall
be binding on successors and assigns of the undersigned with respect to the Securities and any such successor or assign shall enter into
a similar agreement for the benefit of the Purchasers.


  


*** SIGNATURE PAGE FOLLOWS***








 






     


     


    

 


This Letter Agreement may
be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.


 


_________________________


Signature


 


__________________________


Print Name


 


__________________________


Position in Company, if any


 


Address for Notice:


 


_______________________________________


 


_______________________________________


 


_______________________________________


Number of Ordinary Shares


 


_____________________________________________________________________________


Number of Ordinary Shares underlying subject to
warrants, options, debentures or other convertible securities


 


By signing below, the Company
agrees to enforce the restrictions on transfer set forth in this Letter Agreement.


 


GUARDFORCE
AI CO., LIMITED


 


	By:	          	 
	Name:	 	 
	Title: