Exhibit
10.8


 


 DATED




 


OCTOBER
4, 2022


 


deed
of amendment and restatement


 


 between




 


Intelligent
Fingerprinting Limited (as Borrower)


 


Debra
Coffey (as Lenders)


 


 and




 


GBS,
Inc. (as Guarantor)


 


relating
to BRIDGE FACILITY AGREEMENT dated 26 October 2021


 




    	 



    	 



    

 


CONTENTS




 


 


CLAUSE




 


	1.	Definitions
    and interpretation	ii
	2.	Restatement
    of the Original Facility Agreement	iii
	3.	Existing
    security	iii
	4.	Continuity
    and further assurance	iii
	5.	Miscellaneous	iv
	6.	Third
    party rights	iv
	7.	Governing
    law and jurisdiction	iv


 


 SCHEDULE




 


	Schedule
    1	Form
    of amended and restated facility agreement	v


 




    	 



    	(i)



    

 


This
deed is dated October 4, 2022


 


Parties




 


	(1)	INTELLIGENT
    FINGERPRINTING LIMITED, (registered number 06409298) a company incorporated in England and Wales whose registered office is at
    14-17 Evolution Business Park Milton Road, Impington, Cambridge, CB24 9NG (“Borrower”); 
	(2)	Debra
    Coffey of 500 Throckmorton Street No. 2204 Fort Worth Texas 76102 United States, (“Lenders”); and
	(3)	GBS
    Inc., of 420 Lexington Ave., Suite 300, New York, NY 10170, a Delaware corporation (“Guarantor”).


 


BACKGROUND




 


	(A)	The
    Borrower and the Lenders entered into a facility agreement dated 26 October 2021 pursuant to which the Lenders agreed to make available
    to the Borrower a secured sterling term loan facility in an amount of one thousand two hundred and eighty pounds sterling (£1,280)
    in aggregate (the “Original Facility Agreement”).
	 	 
	(B)	The
    Borrower and the Lenders have agreed to amend and restate the Original Facility Agreement as set out in this deed.
	 	 
	(C)	The
    Guarantor has agreed to guarantee the obligations of the Borrower under the Restated Facility Agreement, and has therefore been added
    as a party to that agreement.


 






    	 



    	(ii)



    

 


Agreed
terms


 


	1.	Definitions
    and interpretation
	 	 
	1.1	Terms
    defined in the Restated Facility Agreement shall have the same meaning when used in this deed, unless defined below. In addition,
    the definitions below apply in this deed. 
	 	 
	 	Closing
    has the meaning given in the Share Exchange Agreement entered into between the Borrower, the
    RFA Lenders and the Guarantor, among others, on or around the date of this deed in respect of the sale of the entire issued
    share capital of the Borrower.
	 	 
	 	Original
    Facility Agreement: has the meaning given in recital (A).
	 	 
	 	Restated
    Facility Agreement: the Original Facility Agreement as amended and restated by this deed in the form set out in Schedule 1.
	 	 
	 	Secured
    Liabilities: has the meaning set out in the Security Document.
	 	 
	1.2	The
    rules of interpretation of the Original Facility Agreement shall apply to this deed as if set out in this deed save that references
    in the Original Facility Agreement to “this agreement” shall be construed as references to this deed.
	 	 
	1.3	In
    this deed:
	 	 
	(a)	any
    reference to a “clause” or “Schedule” is, unless the context otherwise requires, a reference to a clause
    or Schedule of this deed; and
	 	 
	(b)	clause
    and Schedule headings are for ease of reference only.
	 	 
	1.4	This
    deed is a designated Finance Document.
	 	 
	1.5	The
    Schedule forms part of this deed and shall have effect as of set out in full in the body of this deed. Any reference to this deed
    includes the Schedule.


 




    	 



    	(iii)



    

 


	2.	Restatement
    of the Original Facility Agreement
	 	 
	2.1	With
    effect on and from the date of Closing (the “Restatement Date”), the Original Facility Agreement shall be amended
    and restated in the form set out in Schedule 1 so that the rights and obligations of the parties to the Restated Facility Agreement
    shall, on and from the Restatement Date, be governed by and construed in accordance with the provisions of the Restated Facility
    Agreement, provided that, subject to clause 2.2, such amendment and restatement shall be without prejudice to all and any rights and
    obligations which have accrued on or prior to the Restatement Date.
	 	 
	2.2	In
    consideration for the Borrower and the Guarantor having entered into this deed, with effect on and from the Restatement Date, the
    Lender hereby waives any Event of Default that has occurred prior to the Restatement Date as a result of the Borrower’s breach
    of clause 5.1 of the Original Facility Agreement.
	 	 
	3.	Existing
    security
	 	 
	3.1	The
    Borrower confirms that the Security Document:


 


	 	(a)	ranks
    as a continuing security for the payment and discharge of the Secured Liabilities; and
	 	 	 
	 	(b)	shall
    continue in full force and effect in all respects and shall secure all obligations under the Restated Facility Agreement, and the
    Security Document and this deed shall be read and construed together.


 


	3.2	For
    the avoidance of doubt, clause 8.2 of the Security Document provides that the Lenders cannot commence enforcement action under the
    Security Document without the prior written consent of the RFA Lenders. 
	 	 
	3.3	The
    Lenders acknowledge, for the benefit of the Borrower and (notwithstanding clause 7 (Third party rights) hereof) each of the
    RFA Lenders, that the Liabilities evidenced by the RFA Loan as amended and restated pursuant to an amendment and restatement deed
    dated on or around the date hereof (the “RFA Amendment and Restatement Deed”) continue to be secured by the debenture
    dated 24 September 2021 and entered into by the Borrower and the RFA Lenders, and all Secured Liabilities (as defined therein), including
    as amended pursuant to the RFA Amendment and Restatement Deed, continue to rank in priority to the Secured Liabilities as defined
    in the Security Document. The Lenders confirm that they have received a copy of the RFA Amendment and Restatement Deed.
	 	 
	4.	Further
    acknowledgements
	 	 
	4.1	The
    parties hereto agree that as of 30 September 2022, the outstanding amount of the Loan (including the principal and accrued interest
    (including accrued default interest)), is £1,481.12.
	 	 
	5.	Continuity
    and further assurance
	 	 
	5.1	The
    provisions of the Finance Documents shall, save as amended in this deed, continue in full force and effect.
	 	 
	5.2	The
    Borrower shall, at the request of the Lenders and at its own expense, do all such acts and things necessary or desirable to give
    effect to the provisions of this deed.


 




    	 



    	(iv)



    

 


	6.	Miscellaneous
	 	 
	6.1	The
    provisions of clauses 12 (remedies, waivers, amendments and consents), 13 (severance) and 17 (notices) of the Restated Facility Agreement
    shall apply to this deed as if set out in full and so that references in those provisions to “this deed” shall be construed
    as references to this deed and references to “party” or “parties” shall be construed as references to parties
    to this deed.
	 	 
	6.2	This
    deed may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the
    counterparts together shall constitute one agreement. 
	 	 
	7.	Third
    party rights
	 	 
	7.1	Except
    as expressly provided elsewhere in this deed, a person who is not a party to this deed shall not have any rights under the Contracts
    (Rights of Third Parties) Act 1999 to enforce, or enjoy the benefit of, any term of this deed.
	 	 
	8.	Governing
    law and jurisdiction
	 	 
	8.1	This
    deed and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject
    matter or formation shall be governed by and construed in accordance with the law of England and Wales.
	 	 
	8.2	Each
    party irrevocably agrees that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over
    any dispute or claim (including non-contractual disputes or claims) that arises out of or in connection with this deed or its subject
    matter or formation. Nothing in this clause shall limit the right of the Lenders to take proceedings against the Borrower in any
    other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of
    proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.


 


This
deed has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.


 




    	 



    	(v)



    

 


	Schedule
    1	Form
    of amended and restated facility agreement


 




    	 



    	(vi)



    

 


	Executed
    and delivered as a deed by	 	 
	 	 	 
	INTELLIGENT
    FINGERPRINTING LIMITED	 	 
	 	 	 
	Acting
    by Philip Hand,	 	/s/
    Philip Hand
	a
    director, in the presence of	 	Director
	 	 	 
	/s/
    Sophie Turner	 	 
	Witness
    Signature	 	 
	Witness
    Name: Sophie Turner	 	 
	Witness
    Address: 38 Windmill Lane Fulbourn	 	 
	CB21
    5DT UK	 	 
	 	 	 
	Executed
    and delivered as a deed by	 	 
	 	 	 
	Debra
    Coffey by their attorney Philip Hand	 	/s/
    Philip Hand
	 	 	 
	under
    a power of attorney	 	Signature
	in
    the presence of	 	 
	/s/
    Sophie Turner	 	 
	Witness
    Signature	 	 
	Witness
    Name: Sophie Turner	 	 
	Witness
    Address: 38 Windmill Lane Fulbourn	 	 
	CB21
    5DT UK	 	 
	 	 	 
	Executed
    and delivered as a deed by	 	 
	 	 	 
	GBS
    INC.	 	 
	 	 	 
	acting
    by Spiro Sakiris - CFO,	 	/s/
    Spiro Sakiris
	CFO,
    in the presence of	 	CFO
	/s/
    Harry Simeonidis	 	 
	Witness
    Signature	 	 
	Witness
    Name: Harry Simeonidis	 	 
	Witness
    Address: 76 Austin St, Illawong NSW	 	 
	2234
    Australia	 	 


 




    	 



    	(vii)



    

 


 


 


	 	 	INTELLIGENT
    FINGERPRINTING LIMITED (as Borrower)
	 	 	and
	 	 	 
	 	 	Debra
    Coffey (as Lenders)
	 	 	 
	 	 	and
	 	 	 
	 	 	GBS,
    INC. (as Guarantor)
	 	 	 
	 	 	originally
    dated 26 October 2021, and amended and restated on 4 October 2022


 




    	 



    	 



    

 


CONTENTS




 


	Clause	 	Page
    Number
	1.	Definitions
    and Interpretation	1
	2.	The
    Facility	4
	3.	Purpose	4
	4.	Interest	4
	5.	Repayment
    / Prepayment	5
	6.	Conversion	5
	7.	Security	5
	8.	Payments	6
	9.	Covenants	7
	10.	Events
    of Default	9
	11.	Guarantee
    and Indemnity	10
	12.	Amendments,
    Waivers and Consents and Remedies	11
	13.	Severance	11
	14.	Assignment
    and transfer	11
	15.	Counterparts	11
	16.	Third
    party rights	11
	17.	Notices	12
	18.	Governing
    law and jurisdiction	12
	EXECUTION	13


 




    	 



    	 



    

 


THIS
AGREEMENT is dated October 4, 2022


 


 PARTIES




 


	(4)	INTELLIGENT
    FINGERPRINTING LIMITED, (registered number 06409298) a company incorporated in England and Wales whose registered office is at
    14-17 Evolution Business Park Milton Road, Impington, Cambridge, CB24 9NG (“Borrower”);
	(5)	Debra
    Coffey of 500 Throckmorton Street No. 2204, Fort Worth Texas 76102 United States (“Lenders”); and
	(6)	GBS
    Inc., of 420 Lexington Ave., Suite 300, New York, NY 10170, a Delaware corporation (“Guarantor”).


 


		BACKGROUND	



 


	 	A.	The
    Lenders have agreed to provide the Borrower with a secured sterling term loan facility in an amount of one thousand two hundred and
    eighty pounds sterling (£1,280) in aggregate.
	 	 	 
	 	B.	The
    Guarantor is the holding company of the Borrower and has been made a party to this agreement as at the Restatement Date for the purpose
    of, amongst other things, entering into the guarantee and indemnity set out in clause 11.


 





Agreed
terms


 


	1.	Definitions
    and Interpretation
	 	 
	1.1	Definitions
	 	 
	 	The
    following definitions apply in this agreement.
	 	 
	 	“Articles”	 	means
    the articles of association of the Borrower from time to time.
	 	“Board”

     

    “Borrowed
    Money”
	 	means
    the board of directors of the Company from time to time.

    means
    Financial Indebtedness in respect of which an Obligor is the debtor or otherwise has a liability.

	 	“Business
    Day”	 	means
    a day (other than a Saturday, Sunday or public holiday) when clearing banks in the City of London are open for business.
	 	“Capped
    Outstanding Loan Amount”	 	means
    the lesser of: (i) the Outstanding Loan as at the Conversion Date; and (ii) the Maximum Conversion Amount.
	 	“Closing”	 	has
    the meaning given in the SEA.
	 	“Company
    Convertible Preferred Stock Conversion”	 	has
    the meaning given in the SEA.
	 	“Company
    Stockholder Approval”	 	has
    the meaning given in the SEA.
	 	“Conversion”	 	means
    the conversion of the Capped Outstanding Loan Amount into Ordinary B Shares in accordance with Clause 6.
	 	“Conversion
    Date”	 	means
    the first Business Day following the date on which the Company Stockholder Approval is obtained in respect of the Company Convertible
    Preferred Stock Conversion.
	 	“Conversion
    Price”	 	means
    £0.029425 (being 55% of £0.0535, the current price of the Ordinary B Shares for the purposes of this agreement);
	 	“Equity
    Securities”	 	has
    the meaning given to “ordinary shares” in section 560(1) of the Companies Act 2006.
	 	“Event
    of Default”	 	means
    any event or circumstance set out in clause 10 (other than clause 10.11).
	 	“Existing
    Shareholder Loans”	 	means
    the RFA Loan and the five separate bridge facility agreements entered into between the Borrower and each of John Polden, Karin Briden,
    Sennett Kirk III, Sennett Kirk III Exempt Trust, and Thomas Johnson, respectively, dated 26 October 2021, as amended and restated
    on or about the Restatement Date;


 




    	 



    	2



    

 


	 	“Facility”	 	means
    the term loan facility made available under this agreement.
	 	“Finance
    Document”	 	means
    this agreement, the Security Document and any other document designated as such by the Lenders and the Borrower.


 


	 	“Financial
    Indebtedness”	 	means
    any Liability comprising or in connection with any:


 


	 	(a)	moneys
    borrowed;
	 	(b)	debit
    balance on any account with a bank or other financial institution (including any credit card or payment services provider);
	 	(c)	amount
    raised by acceptance under any acceptance credit facility or dematerialised equivalent;
	 	(d)	amount
    raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
	 	(e)	hire
    purchase, finance lease, capital lease or any other lease which has the same economic effect as a finance lease or capital lease;
	 	(f)	receivables
    sold or discounted;
	 	(g)	obligation
    to deliver assets or services paid for in advance by a financier or otherwise relating to a financing transaction;
	 	(h)	arrangement
    pursuant to which an asset sold or otherwise disposed of may be re-acquired;
	 	(i)	derivative
    transaction (including any future, forward, option, swap and contract for differences), whether entered into in connection with protection
    against or benefit from fluctuation in any rate or price or otherwise;
	 	(j)	amount
    raised under any other transaction (including any forward sale or purchase, sale and sale back and sale and leaseback agreement)
    of a type not referred to in any other paragraph of this definition having the commercial effect of borrowing or otherwise classified
    as borrowings under the accounting standards applicable to that person; or
	 	(k)	counter-indemnity
    obligation in respect of a guarantee entered into by any person.


 


	 	“Final
    Repayment Date”	 	means
    the date that falls 24 months after the date of Closing.


 


	 	“Fundraising”	 	means
    the Borrower raising financing from an issue of Equity Securities to any person(s) but excluding any issue of Equity Securities of
    the Borrower resulting from:


 


	 	i.	the
    exercise of any options granted to employees or consultants of the Borrower or which are permitted under the Articles; or
	 	ii.	the
    exercise of any rights of conversion under any Existing Shareholder Loans.


 


	 	“GBS
    Loan Agreement”	 	means
    the bridge facility agreement dated 16 June 2022 made between the Guarantor and the Borrower.
	 	“Group”	 	means,
    the Guarantor, the Borrower and any subsidiary of the Borrower.
	 	“Guaranteed
    Obligations”	 	all
    monies, debts and liabilities of any nature from time to time due or owing from or incurred by the Borrower to a Lender under the
    Finance Documents.
	 	“Investor
    Rights Agreement”	 	has
    the meaning given in the SEA.


 


	 	“Insolvency
    Event”	 	means
    in respect of any person, the commencement or taking (in each case by that or any other person) of any legal proceedings or other
    formal legal step or procedure for:


 


	 	(a)	the
    winding up, bankruptcy, dissolution or administration of, or in relation to, such person; 
	 	(b)	the
    appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager, or other similar officer in respect
    of such person or any assets of such person; or
	 	(c)	the
    entry by that person into a general composition assignment or arrangement with the creditors of such person generally (whether by
    way of voluntary arrangement, scheme of arrangement or otherwise);
	 	(d)	the
    moratorium, stay or limitation of creditors’ rights; or


 


	 	any
    corporate action, legal proceedings or other formal legal procedure or step analogous in any other jurisdiction to those referred
    to in paragraphs (a) to (c) above.


 




    	 



    	3



    

 


	 	“Insolvent”	 	in
    respect of any person:


 


	 	(a)	that
    person being unable to (or admitting inability to) pay its debts as they fall due;
	 	(b)	that
    person suspending payment of its debts generally; 
	 	(c)	the
    value of that person’s assets being less than its Liabilities; or
	 	(d)	that
    person being deemed unable to pay his or her debts as they fall due within the meaning of section 123(1) or (2) of the Insolvency
    Act 1986.


 


	 	“Liabilities”	 	means
    any liabilities, obligations, damages, penalties, fees, charges, fines, costs and expenses, in each case (unless otherwise specified)
    howsoever arising, including whether: 


 


	 	(a)	arising
    under any applicable law, in contract, tort, delict, unjustified enrichment, or otherwise;
	 	(a)	arising
    as a result of any negligence of any person, any breach by any person of duty under any applicable law, or otherwise; and / or
	 	(b)	present,
    future, contingent, unascertained, or otherwise.


 


	 	“Loan”

     
	 	means
    the principal amount of the loan made or to be made by the Lenders to the Borrower under this agreement or (as the context requires)
    the principal amount outstanding for the time being of that loan.
	 	“Maximum
    Conversion Amount”	 	means
    an amount equal to £1,698.72, representing the principal amount of the Loan together with interest at 17% per annum accrued
    pursuant to Clause 4 calculated up until the Closing Anniversary.
	 	“Obligor”	 	means
    each of the Borrower and the Guarantor.
	 	“Ordinary
    Shares”	 	means
    the Ordinary Shares of £0.00001 each in the capital of the Borrower with the rights set out in the Articles.
	 	“Ordinary
    B Shares”	 	means
    the Ordinary B Shares of £0.00001 each in the capital of the Borrower with the rights set out in the Articles.
	 	“Outstanding
    Loan”	 	means
    the principal amount of the Loan together with all accrued interest pursuant to Clause 4 and all other amounts accrued or outstanding
    under the Finance Documents.
	 	“Registration
    Rights Agreements”	 	has
    the meaning given in the SEA.
	 	“Restatement
    Date” 	 	means
    the date of Closing.
	 	“RFA
    Loan”	 	means
    the bridge facility agreement entered into between the Borrower and the RFA Lenders, originally dated 24 September 2021, as amended
    and restated on or about the Restatement Date.
	 	“RFA
    Debenture”	 	means
    the debenture dated 24 September 2021 between the Borrower and RFA Lenders.
	 	“RFA
    Lenders”	 	means
    the Ma-Ran Foundation and The Gary W. Rollins Foundation.
	 	“Security”	 	any
    mortgage, charge (whether fixed or floating, legal or equitable), pledge, lien, assignment by way of security or other security interest
    securing any obligation of any person or any other agreement or arrangement having a similar effect.
	 	“Security
    Document”	 	means
    the debenture dated 26 October 2021 between the Borrower and the Lenders.
	 	“SEA”	 	means
    the Share Exchange Agreement entered into among the Borrower, the Lenders and the Guarantor, among others, on or around the Restatement
    Date in respect of, among other things, the sale of the shares in the Borrower to the Guarantor.
	 	“Tax”	 	means
    any tax, levy, impost, duty or other charge, fee, deduction or withholding of a similar nature (including any penalty or interest
    payable in connection with the failure to pay, or delay in paying, any of these).
	 	“Tax
    Deduction”	 	means
    a deduction or withholding for, or on account of, Tax from a payment under a Finance Document.

     

	 	“Transaction
    Documents”	 	means
    each of the SEA, the Investor Rights Agreement and the Registration Rights Agreements.


 




    	 



    	4



    

 


	1.2	Interpretation
	 	 
	 	In
    this agreement:
	 	 
	 	1.2.1	a
    reference to a person shall include a reference to an individual, firm, company, corporation, partnership, unincorporated body of
    persons, government, state or agency of a state or any association, trust, joint venture or consortium (whether or not having separate
    legal personality) and that person’s personal representatives, successors, permitted assigns and permitted transferees;
	 	1.2.2	unless
    the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
	 	1.2.3	unless
    the context otherwise requires, a reference to one gender shall include a reference to the other genders;
	 	1.2.4	a
    reference to a party shall include that party’s successors, permitted assigns and permitted transferees; and
	 	1.2.5	a
    reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.


 


	2.	The
    Facility
	 	 
	2.1	The
    Lenders grant to the Borrower a secured sterling term loan facility of one thousand two hundred and eighty pounds sterling (£1,280),
    to be drawn in a single advance on the terms, and subject to the conditions, of this agreement.
	 	 
	3.	Purpose
	 	 
	3.1	The
    Borrower shall use all money borrowed under this agreement for general working capital requirements. 
	3.2	The
    Lenders are not obliged to monitor or verify how any amount advanced under this agreement is used.
	 	 
	4.	Interest
	 	 
	4.1	Subject
    to clause 4.3, the Loan shall bear interest at 17% per annum on a compounded basis, increasing to 22% per annum on a compounded basis
    with effect from the date that falls 12 months following the Restatement Date (the “Closing Anniversary”), if
    the Conversion has not taken place by the Closing Anniversary. 
	4.2	If
    any Obligor fails to make any payment due under this agreement on the due date for payment, interest on the unpaid amount shall accrue
    daily on a compounded basis, from the date of non-payment to the date of actual payment (both before and after judgment), at 2% above
    the applicable interest rate specified in clause 4.1  above.
	4.3	Any
    interest under this agreement shall accrue on a day-to-day basis, calculated according to the number of actual days elapsed and a
    year of 365 days.
	4.4	The
    Lenders’ calculation of any interest under this agreement shall be final.


 




    	 



    	5



    

 


	5.	Repayment
    / Prepayment
	 	 
	5.1	Subject
    to clause 5.2, the Loan shall be repayable in full by the Borrower, together with accrued interest and all other amounts accrued
    or outstanding under the Finance Documents, on the Final Repayment Date or earlier with the prior written consent of the Lenders.
	 	 
	5.2	In
    the event that the Company Stockholder Approval in respect of the Company Convertible Preferred Stock Conversion is obtained prior
    to the Final Repayment Date:


 


	 	5.2.1	the
    Capped Outstanding Loan Amount shall convert into Ordinary B Shares in accordance with clause 6; and
	 	 	 
	 	5.2.2	if
    the amount of the Outstanding Loan as at the Conversion Date is greater than the Maximum Conversion Amount, the sum of the Outstanding
    Loan minus the Maximum Conversion Amount shall be repaid in full in cash and in cleared funds by the Borrower on the Conversion Date.


 


	5.3	The
    Borrower shall not be entitled to prepay all or any part of the Loan prior to the Final Repayment Date without the prior written
    consent of both Lenders.
	 	 
	6.	Conversion
	 	 
	6.1	On
    the Conversion Date, the Borrower shall issue to the Lenders new fully paid Ordinary B Shares (the “Conversion Shares”)
    in an aggregate amount equal to the Capped Outstanding Loan Amount divided by the Conversion Price. For the avoidance of doubt, the
    maximum amount of the Outstanding Loan that shall be capable of converting into Ordinary B Shares in accordance with this clause 6
     shall be the Maximum Conversion Amount. The Lenders shall provide the Borrower with the calculation for such Conversion and such
    calculation will be final.
	6.2	Ordinary
    B Shares arising on Conversion shall be issued and allotted by the Borrower on the Conversion Date and the certificates for such
    Ordinary B Shares shall be despatched to the persons entitled to them. 
	6.3	The
    Ordinary B Shares arising on Conversion shall be credited as fully paid and rank pari passu with Ordinary B Shares of the
    same class in issue on the Conversion Date and shall carry the right to receive all dividends and other distributions declared after
    the Conversion Date. 
	6.4	The
    entitlement of each Lender to a fraction of an Ordinary B Share on Conversion shall be rounded up to the nearest whole number of
    Ordinary B Shares. 
	6.5	The
    parties have agreed that, following the issue of the Conversion Shares, the Conversion Shares shall immediately be transferred by
    the Lenders to the Guarantor pursuant to article 1.5 of the SEA, on the terms set out in that agreement.
	6.6	If
    clause 5.2 of this agreement applies, notwithstanding any provision in the Transaction Documents to the contrary, the Capped
    Outstanding Loan Amount shall be deemed to remain outstanding as a Loan under this Agreement until the Lenders have received the IFP
    Convertible Loan Consideration (as defined in the SEA) to which they are entitled in accordance with the terms of the SEA (the time
    at which the Lenders receive such IFP Convertible Loan Consideration being the “Final Conversion Time”). On
    occurrence of the Final Conversion Time, the Capped Outstanding Loan Amount which is required to convert into Ordinary B Shares in
    accordance with clause  5.2.1 above shall be considered so converted.
	6.7	Each
    of the parties consents to and authorises, and shall do all such acts and things necessary or desirable to effect, the Conversion.
	 	 
	7.	Security
	 	 
	7.1	The
    Borrower entered into the Security Document by way of Security for the payment and discharge of the Loan on 26 October 2021.
	7.2	The
    Borrower represents and warrants that as of and from the date of agreement it has not granted and undertakes that it will not grant
    any Security to any other person that has or will have priority over the Security created in the Security Document, other than in
    respect of the existing registered security created pursuant to the RFA Debenture.


 




    	 



    	6



    

 


	8.	Payments
	 	 
	8.1	All
    payments made by each Obligor under the Finance Documents shall be in sterling and in immediately available cleared funds to the
    Lenders at the account to be notified by the Lenders to the relevant Obligor.
	8.2	If
    any payment becomes due on a day that is not a Business Day, the due date of such payment will be extended to the next succeeding
    Business Day, or, if that Business Day falls in the following calendar month, such due date shall be the immediately preceding Business
    Day.
	8.3	All
    payments made by each Obligor under the Finance Documents shall be made in full, without set-off, counterclaim or condition, and
    free and clear of, and without any deduction or withholding, provided that, if an Obligor is required by law or regulation to make
    such deduction or withholding, it shall:


 


	 	8.3.1	ensure
    that the deduction or withholding does not exceed the minimum amount legally required;
	 	 	 
	 	8.3.2	pay
    to the relevant taxation or other authorities, as appropriate, the full amount of the deduction or withholding;
	 	 	 
	 	8.3.3	furnish
    to the Lenders, within the period for payment permitted by the relevant law, either:


 


	 	(i)	an
    official receipt of the relevant taxation authorities concerned on payment to them of amounts so deducted or withheld; or
	 	 	 
	 	(ii)	if
    such receipts are not issued by the taxation authorities concerned on payment to them of amounts so deducted or withheld, a certificate
    of deduction or equivalent evidence of the relevant deduction or withholding; and


 


	 	8.3.4	pay
    to the Lenders such additional amount as is necessary to ensure that the net full amount received by the Lenders after the required
    deduction or withholding is equal to the amount that the Lenders would have received had no such deduction or withholding been made.


 


	8.4	If
    an Obligor makes a payment in accordance with clause  8.3 (Tax Payment) and the Lenders determine that:


 


	 	8.4.1	a
    credit against, relief or remission for, or repayment of, any Tax (Tax Credit)
    is attributable to an increased payment of which that Tax Payment is a part, to that Tax Payment or to a Tax Deduction in
    consequence of which that Tax Payment was required; and
	 	 	 
	 	8.4.2	it
    has obtained and used (in whole or in part) that Tax Credit,
	 	 	 
	 	the
    Lenders shall pay an amount to the relevant Obligor that the Lenders determine will leave the Lenders (after that payment) in the
    same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.


 


	8.5	Without
    prejudice and subject to clause 8.3,  the parties hereto will, to the extent they are entitled under applicable law, use reasonable
    endeavours to apply for relief under a double tax treaty to minimise any withholding obligations and to obtain and utilise any Tax
    Credit as referred to in clause 8.4. The parties will provide all documentation as reasonably requested by the other party to minimise
    any withholding obligations and to enable a Lender to obtain a credit for tax withheld.


 




    	 



    	7



    

 


	9.	Covenants
	 	 
	Notwithstanding
    any other provision herein, each Obligor covenants with the Lenders that on and from the date of this agreement until all its Liabilities
    under the Finance Documents have been discharged in full:


 


	9.1	the
    Borrower, and the Guarantor shall procure that the Borrower, will not:


 


	 	9.1.1	create,
    or permit to subsist, any Security on or over any of its assets other than, in respect of the Borrower only, Security created pursuant
    to the Security Document or Security in relation to Existing Shareholder Loans; or
	 	9.1.2	other
    than in relation to the RFA Debenture or the Security relating to each other Existing Shareholder Loan, create or permit to subsist,
    any Security on or over any of its assets in priority to the Security created pursuant to the Security Document; or
	 	9.1.3	other
    than in relation to the RFA Debenture or the Security relating to each other Existing Shareholder Loan, create or permit to subsist,
    any right in favour of any person, other than the Lenders, to commence or to pursue any enforcement action against the Borrower in
    respect of the Security subject to the Security Document, other than with the consent of the Lenders (not to be unreasonably withheld);
    or
	 	9.1.4	sell,
    transfer or otherwise dispose of any of its assets on terms whereby such assets are or may be leased to or re-acquired or acquired
    by it; or
	 	9.1.5	sell,
    transfer or otherwise dispose of any of its receivables on recourse terms; or
	 	9.1.6	enter
    into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination
    of accounts; or
	 	9.1.7	enter
    into any other preferential arrangement having a similar effect; or
	 	9.1.8	incur
    or permit to subsist, any obligation for Financial Indebtedness other than pursuant to the Existing Shareholder Loans or the GBS
    Loan Agreement in their forms as of the Restatement Date


 


	 	in
    circumstances where the arrangement or transaction is entered into primarily as a method of raising Borrowed Money or of financing
    the acquisition of an asset.


 


	9.2	The
    Borrower warrants as of the date of this agreement and as of the Restatement Date and the Guarantor warrants as of the Restatement
    Date:


 


	 	9.2.1	that
    it is not insolvent or unable to pay its debts within the meaning of the Insolvency Act 1986 or any other applicable insolvency legislation,
    including, but not limited to, in any jurisdiction in which the Borrower or Guarantor is qualified to do business or incorporated,
    nor has it stopped paying its debts as they fall due;
	 	9.2.2	that
    no order has been made or resolution passed and no petition has been presented, meeting convened, procedure commenced or other step
    threatened or taken or order made for:


 


	 	(i)	an
    Obligor’s winding-up, bankruptcy, liquidation or dissolution;
	 	(ii)	an
    Obligor to enter into any arrangement or composition for the benefit of creditors; 
	 	(iii)	the
    appointment of an administrator in respect of an Obligor; or
	 	(iv)	the
    appointment of a receiver (including an administrative receiver), liquidator, supervisor, compulsory manager, trustee or similar
    person in respect of an Obligor or any of its revenue, assets or undertakings; 


 


	 	9.2.3	that
    there has been no scheme of arrangement, compromise, stay, limitation on creditors rights or other arrangement between an Obligor
    and its creditors and/or members or any class of its creditors and/or members sanctioned or approved or proposed;
	 	9.2.4	that
    there is no unsatisfied judgment or court order outstanding against an Obligor and no distress, execution or other process has been
    levied on any of its assets;
	 	9.2.5	that
    there has been no corporate action, legal proceedings or other formal legal procedure, circumstance or step analogous in any other
    jurisdiction to those referred to in clauses  9.2.1 to 9.2.4;
	 	9.2.6	that
    no creditor of it or any Group company has taken steps to enforce any debt or other sum owed by it or that Group company which is
    subsisting;
	 	9.2.7	that
    neither it nor a Group company has entered into a general assignment, arrangement or composition with or for the benefit of its creditors;
	 	9.2.8	that
    the Borrower has, at the Restatement Date, sufficient authorised but unissued equity share capital in the Company or shareholder
    authority to enter into this agreement and the Loan and to satisfy in full, without the need for the passing of any further resolutions
    of its shareholders (whether a special or an ordinary resolution in accordance with section 551 of the Companies Act 2006), the outstanding
    rights of conversion for the time being attaching to the Outstanding Loan, without first having to offer the same to any existing
    shareholders of the Borrower or any other person in accordance with the Articles including Article 33 thereof; and
	 	9.2.9	that
    it is duly incorporated and validly existing under the law of its jurisdiction of incorporation, has the power to own assets and
    carry on the business being conducted. Further each Obligor has full corporate authority to enter into, perform and deliver this
    agreement and has entered into this agreement in good faith for its benefit and on arm’s length commercial terms. This agreement
    is the valid and legally binding obligation of each Obligor, enforceable against each Obligor in accordance with its terms.


 




    	 



    	8



    

 


	9.3	The
    Borrower will, while any part of the Outstanding Loan remains outstanding: 


 


	 	9.3.1	not
    alter the Articles adopted at Closing or amend the rights attaching to the Ordinary B Shares in any way which would adversely affect
    the rights of the Lenders (in any capacity) without the prior written approval of the Lenders;
	 	9.3.2	maintain
    sufficient authorised but unissued equity share capital in the Company or shareholder authority to satisfy in full, without the need
    for the passing of any further resolutions of its shareholders (whether a special or an ordinary resolution in accordance with section
    551 of the Companies Act 2006), the outstanding rights of conversion for the time being attaching to the Outstanding Loan, without
    first having to offer the same to any existing shareholders of the Borrower or any other person in accordance with Article 33 of
    the Articles; 
	 	9.3.3	not
    proceed with a Fundraising without having sufficient authorised but unissued equity share capital in the Company or obtaining shareholder
    authority to both consummate the Fundraising and to satisfy in full, without the need for the passing of any further resolutions
    of its shareholders, the outstanding rights of conversion for the time being attaching to the Outstanding Loan, without first having
    to offer the same to any existing shareholders of the Borrower or any other person;
	 	9.3.4	not
    redeem, or enter into a contract to purchase, any shares in the capital of the Borrower (including Ordinary Shares and Ordinary B
    Shares);
	 	9.3.5	not
    reduce its issued share capital;
	 	9.3.6	not
    invest in any other company or partnership or dispose of any such investment;
	 	9.3.7	not
    enter into or amend any transaction (or series of transactions), including loans which are: (a) not in the ordinary course of business;
    or (b) not on an arms-length basis; or (c) with any Director, Shareholder or affiliate (other than in relation to such person’s
    employment or engagement by the Borrower to provide services);
	 	9.3.8	not
    pay dividends or distribute, or redeem or purchase, any equity securities;
	 	9.3.9	not
    give any guarantee, indemnity or suretyship on the obligations of any other person outside of the ordinary course of business; and
	 	9.3.10	not
    issue any shares or other equity interests to any entity other than the Guarantor.


 


	9.4	The
    Borrower will not sell, assign, lease, transfer or otherwise dispose of in any manner (or purport to do so) all or any part of, or
    any interest in, any of its assets at any time other than trading stock in the ordinary course of its business.
	 	 
	9.5	The
    Borrower will not incur or otherwise be a creditor in respect of any Financial Indebtedness ranking senior to the indebtedness created
    hereunder without the Lenders’ prior written consent.
	 	 
	9.6	The
    Borrower shall use all money borrowed under this agreement for general working capital requirements only as so evidenced in its regular
    reporting to its Board.
	 	 
	9.7	No
    Obligor shall amend, vary, novate, supplement, supersede, waive or terminate any term of the GBS Loan Agreement without the prior
    written consent of the Lenders.
	 	 
	9.8	The
    Borrower shall not (and the Guarantor shall procure that the Borrower shall not), prior to the date on which the Outstanding Loan
    has been repaid in full by the Borrower, make any payment, prepayment, repayment, redemption, defeasance or discharge of any amounts
    owed by the Borrower to the Guarantor pursuant to the GBS Loan Agreement.
	 	 
	9.9	The
    Guarantor shall not amend, modify or supplement (or agree to amend, modify or supplement) the rights attaching to the Company Common
    Stock or the Company Convertible Preferred Stock (each as defined in the SEA), provided that the Guarantor shall be permitted to
    change the number of shares of Company Common Stock or the Company Convertible Preferred Stock issued and outstanding pursuant to
    a reverse stock split.


 




    	 



    	9



    

 


	10.	Events
    of Default
	 	 
	Each
    of the events or circumstances set out in this clause  10 (other than clause 10.11) is an Event of Default.


 


	10.1	Any
    Obligor fails to pay any sum payable by it under any Finance Document, unless its failure to pay is caused solely by an administrative
    error or technical problem and payment is made within three Business Days of its due date.
	10.2	Any
    Obligor fails (other than by failing to pay), to comply with any provision of any Finance Document, or the Guarantor fails to comply
    with any material provision of any Transaction Document (including for the avoidance of doubt a misrepresentation or breach of warranty
    thereunder), and (if the Lenders consider, acting reasonably, that the default is capable of remedy), such default is not remedied
    within 10 Business Days of the earlier of:


 


	 	10.2.1	the
    Lenders notifying the Borrower of the default and the remedy required; and
	 	10.2.2	the
    relevant Obligor becoming aware of the default.


 


	10.3	If:


 


	 	10.3.1	any
    Borrowed Money is not paid when due or within any originally applicable grace period; or
	 	10.3.2	any
    Borrowed Money becomes due, or capable or being declared due and payable prior to its stated maturity by reason of an event of default
    (howsoever described); or
	 	10.3.3	any
    commitment for Borrowed Money is cancelled or suspended by a creditor of a member of the Group by reason of an event of default (howsoever
    described); or
	 	10.3.4	any
    creditor of a member of the Group becomes entitled to declare any Borrowed Money due and payable prior to its stated maturity by
    reason of an event of default (howsoever described).


 


	10.4	An
    Insolvency Event occurs in respect of an Obligor or an Obligor becomes Insolvent.
	10.5	Any
    provision of any Finance Document or Transaction Document is or becomes, for any reason, invalid, unlawful, unenforceable, terminated,
    disputed or ceases to be effective or to have full force and effect.
	10.6	An
    Obligor repudiates or evidences an intention to repudiate any Finance Document or any Transaction Document.
	10.7	A
    member of the Group suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a substantial part of its
    business.
	10.8	Any
    event occurs (or circumstances exist) which, in the reasonable opinion of the Lenders, has or is likely to materially and adversely
    affect the any Obligor’s ability to perform all or any of its obligations under, or otherwise comply with the terms of, any
    Finance Document or any Transaction Document.
	10.9	Any
    Transaction Document is terminated or ceases to have full force and effect.
	10.10	The
    Borrower ceases to be a wholly-owned subsidiary of the Guarantor.
	10.11	At
    any time after an Event of Default has occurred which is continuing, the Lenders may, by notice to the Borrower:


 


	 	10.11.1	cancel
    all of its outstanding obligations to advance the Outstanding Loan or any part of it under this agreement whereupon they shall immediately
    be cancelled; and/or
	 	10.11.2	declare
    that the Outstanding Loan is immediately due and payable, whereupon they shall become immediately due and payable; and/or
	 	10.11.3	declare
    that the Loan be payable on demand, whereupon it shall become immediately payable on demand by the Lenders; and/or
	 	10.11.4	declare
    the Security Document to be enforceable.


 




    	 



    	10



    

 


	11.	Guarantee
    and Indemnity
	 	 
	11.1	In
    consideration of the Lenders entering into this agreement, the Guarantor guarantees to the Lenders that, whenever the Borrower does
    not discharge any of the Guaranteed Obligations as and when they fall due, the Guarantor shall on demand make all payments to the
    Lenders necessary to discharge the Guaranteed Obligations.
	11.2	If
    the Guaranteed Obligations are, or become, unenforceable, invalid or illegal, the Guarantor agrees to indemnify and keep indemnified
    the Lenders in full and on demand from and against all and any losses, costs, claims, liabilities, damages, demands, and expenses
    suffered or incurred by such Lender arising out of, or in connection with, any failure of the Borrower to perform or discharge the
    Guaranteed Obligations.
	11.3	The
    Guarantor as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under
    clause 11.1 agrees to indemnify and keep indemnified the Lenders in full and on demand from and against all and any losses, costs
    claims, liabilities, damages, demands, and expenses suffered or incurred by the such Lender arising out of, or in connection with,
    any failure of the Borrower to perform or discharge the Guaranteed Obligations except where the Borrower’s failure to perform
    or discharge the Guaranteed Obligations results from such Lender’s failure to comply with its obligations under this agreement
    or the Borrower contesting any payment or part of a payment in good faith.
	11.4	This
    guarantee is and shall at all times be a continuing security and shall cover the ultimate balance of all monies payable under this
    agreement, irrespective of any intermediate payment or discharge in full or in part of the Guaranteed Obligations. 
	11.5	The
    liability of the Guarantor under clause 11.1 shall not be reduced, discharged or otherwise adversely affected by: 


 


	 	11.5.1	any
    act, omission, matter or thing which would not have discharged or affected the liability of the Guarantor had it been a principal
    debtor instead of a guarantor;
	 	11.5.2	any
    variation, extension, discharge, compromise, dealing with, exchange or renewal of any right or remedy which any Lender may now or
    after the date of this guarantee have from or against any of the Borrower and any other person in connection with the Guaranteed
    Obligations;
	 	11.5.3	any
    act or omission by any Lender or any other person in taking up, perfecting or enforcing any Security, indemnity, or guarantee from
    or against the Borrower or any other person;
	 	11.5.4	any
    termination, amendment, variation, novation, replacement or supplement of or to any of the Guaranteed Obligations including, without
    limitation, any change in the purpose of, any increase in or extension of the Guaranteed Obligations and any addition of new Guaranteed
    Obligations;
	 	11.5.5	any
    grant of time, indulgence, waiver or concession to the Borrower or any other person;
	 	11.5.6	the
    insolvency, bankruptcy, liquidation, administration or winding up, or any incapacity, limitation, disability, discharge by operation
    of law or change in the constitution, name or style, of the Borrower, any Lender or any other person;
	 	11.5.7	any
    invalidity, illegality, unenforceability, irregularity or frustration of any actual or purported obligation of, or Security held
    from, the Borrower or any other person in connection with the Guaranteed Obligations;
	 	11.5.8	any
    claim or enforcement of payment from the Borrower or any other person;
	 	11.5.9	any
    other act or omission except an express written release by deed of the Guarantor by any Lender; or
	 	11.5.10	anything
    done or omitted by any person which, but for this provision, might operate or exonerate or discharge the Guarantor or otherwise reduce
    or extinguish its liability under clause 11.1.


 


	11.6	The
    Guarantor waives any right it may have to require a Lender (or any trustee or agent on its behalf) to proceed against or enforce
    any other right or claim for payment against any person before claiming from the Guarantor under this clause 11.
	11.7	The
    Guarantor shall on a full indemnity basis pay to the Lenders on demand the amount of all costs and expenses (including legal and
    out-of-pocket expenses and any value added tax on those costs and expenses) which such Lender incurs in connection with:


 


	 	11.7.1	the
    preservation, or exercise and enforcement, of any rights under or in connection with this clause 11 or any attempt so to do;
    and
	 	11.7.2	any
    discharge or release of the obligations set out in this clause 11.


 




    	 



    	11



    

 


	11.8	Until
    all amounts which may be or become payable by the Borrower under this agreement have been irrevocably paid in full, and unless the
    RFA Lenders otherwise both approve in writing, the Guarantor shall not exercise any security or other rights which it may have by
    reason of performance by it of its obligations under this clause 11, whether such rights arise by way of set-off, counterclaim, subrogation,
    indemnity or otherwise.
	11.9	The
    rights of the Lenders under this clause 11 shall be in addition to and independent of all other security which such Lender may hold
    from time to time in respect of the discharge and performance by the Borrower of the Guaranteed Obligations.


 


	12.	Amendments,
    Waivers and Consents and Remedies
	 	 
	12.1	No
    amendment of any Finance Document shall be effective unless it is in writing and signed by, or on behalf of, each party to it (or
    its authorised representative).
	12.2	A
    waiver of any right or remedy under any Finance Document or by law, or any consent given under any Finance Document, is only effective
    if given in writing by the waiving or consenting party and shall not be deemed a waiver of any other breach or default. It only applies
    in the circumstances for which it is given and shall not prevent the party giving it from subsequently relying on the relevant provision.
	12.3	A
    failure or delay by a party to exercise any right or remedy provided under any Finance Document or by law shall not constitute a
    waiver of that or any other right or remedy, prevent or restrict any further exercise of that or any other right or remedy or constitute
    an election to affirm any Finance Document. No single or partial exercise of any right or remedy provided under any Finance Document
    or by law shall prevent or restrict the further exercise of that or any other right or remedy. No election to affirm any Finance
    Document by the Lenders shall be effective unless it is in writing. 
	12.4	The
    rights and remedies provided under the Finance Documents are cumulative and are in addition to, and not exclusive of, any rights
    and remedies provided by law.


 


	13.	Severance
	 	 
	 	If
    any provision (or part of a provision) of any Finance Document is or becomes invalid, illegal or unenforceable, it shall be deemed
    modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant
    provision (or part of a provision) shall be deemed deleted. Any modification to or deletion of a provision (or part of a provision)
    under this clause shall not affect the legality, validity and enforceability of the rest of the Finance Documents.


 


	14.	Assignment
    and transfer
	 	 
	 	Neither
    party may assign any of its rights or transfer any of its rights or obligations under the Finance Documents without the prior written
    consent of the other party.


 


	15.	Counterparts
	 	 
	 	Each
    Finance Document may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original,
    but all the counterparts shall together constitute one agreement.


 


	16.	Third
    party rights
	 	 
	16.1	A
    person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy
    the benefit of any term of this agreement. This does not affect any right or remedy of a third party which exists, or is available,
    apart from the Contracts (Rights of Third Parties) Act 1999.
	16.2	The
    rights of the parties to rescind or agree any amendment or waiver under this agreement are not subject to the consent of any other
    person.


 




    	 



    	12



    

 


	17.	Notices
    
	 	 
	17.1	Any
    notice or other communication given to a party under or in connection with any Finance Document shall be:


 


	 	17.1.1	in
    writing;
	 	17.1.2	delivered
    by email, hand, by pre-paid first-class post, airmail or other next working day delivery service or sent by fax; and
	 	17.1.3	sent
    to:


 


	 	(i)	the
    Borrower at:
	 	Address:
    	14-17
    Evolution Business Park Milton Road, Impington, Cambridge, CB24 9NG
	 	Email:
    	philip.hand@intelligentfingerprinting.com
	 	For
    the attention of: 	Philip
    Hand


 


	 	(ii)	Debra
    Coffey at:
	 	Address:
    	500
    Throckmorton Street No. 2204, Fort Worth Texas 76102, United States
	 	Email:
    	dcoffey@smartstartinc.com
	 	For
    the attention of: 	Debra
    Coffey


 


	 	(iii)	The
    Guarantor at:
	 	Address:
    	420
    Lexington Ave, Suite 300, New York, NY, United States
	 	Email:
    	spiro.sakiris@gbs.inc
    
	 	For
    the attention of: 	Spiro
    Sakiris


 


	 	or
    to any other address as is notified in writing by one party to the other from time to time. 
	 	 
	17.2	Any
    notice shall be deemed to have been received:


 


	 	17.2.1	if
    sent by email or fax, at time of sending, provided that:


 


	 	(i)	the
    receipt shall not occur if the sender receives an automated message indicating that the message has not be delivered to the recipient;
    and
	 	(ii)	if
    sent after 5.00pm (local time at the address of the recipient set out above) on any Business Day, notice shall be deemed to be received
    at 9.00am (local time at such address) on the next Business Day; and


 


	 	17.2.2	if
    sent by hand, when left at the recipient’s address or if sent by first class post, 72 hours from the time of posting or if
    sent to or from the United Kingdom by airmail, five Business Days from the time of posting. 


 


	18.	Governing
    law and jurisdiction
	 	 
	18.1	This
    agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual
    disputes or claims) shall be governed by and construed in accordance with the law of England.
	18.2	Each
    party irrevocably agrees that the courts of England shall have exclusive jurisdiction over any dispute or claim that arises out of,
    or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
	18.3	The
    Guarantor irrevocably appoints Worldwide Corporate Advisors, located at 150 Minories, London, EC3N 1LS as its agent to receive on
    its behalf in England service of any proceedings under clause 18.2. Such service shall be deemed completed on delivery to such agent
    (whether or not it is forwarded to and received by the Guarantor) and shall be valid until such time as Lender has received prior
    written notice that such agent has ceased to act as agent. If for any reason such agent ceases to be able to act as agent or no longer
    has an address in England, the Guarantor shall forthwith appoint a substitute and provide to the Lender notice in writing of the
    new agent’s name and address in England.


 


This
agreement has been entered into on the date stated at the beginning of it.


 




    	 



    	13



    

 


EXECUTION




 





	Signed
                                            by
	          
	 	

     

	for
    and on behalf of INTELLIGENT FINGERPRINTING LIMITED	 	Director
    / Authorised Signatory
	 	 	 
	Signed
                                            by
	 
	 	

     

	for
    and on behalf of GBS INC.	 	Director
    / Authorised Signatory
	 	 	 
	Signed
	
    
	 	
    

	by Debra Coffey