Exhibit
10.12


 


DATED


 


OCTOBER
4, 2022


 


deed
of amendment and restatement


 


between


 


Intelligent
Fingerprinting Limited (as Borrower)


 


Sennett
Kirk III (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	iv
	5.	Miscellaneous	iv
	6.	Third
    party rights	v
	7.	Governing
    law and jurisdiction	v


 


SCHEDULE


 




	Schedule
    1	Form
    of amended and restated facility agreement	vi


 







    	 



    	(i)



    

 


Execution
version



 


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)	Sennett
                                            Kirk III of P.O. Box 1934 Denton, Texas 76202, (“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 five thousand three hundred and ten pounds sterling (£5,310)
                                            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.



 




    	 



    	(iv)



    

 


	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 £6,144.31.



 


	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.



 


	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.



 




    	 



    	(v)



    

 


	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.


 




    	 



    	(vi)



    

 


	Schedule
1	Form
                                            of amended and restated facility agreement



 




    	 



    	(vii)



    

 





	Executed
    and delivered as a deed by	 	 
	 	 	 
	INTELLIGENT FINGERPRINTING
    LIMITED	 	 
	 	 	 
	Acting by Philip
    Hand,	 	 
	 	 	 
	A director, in the
    presence of	 	 
	 	 	 
	/s/
    Sophie Turner	 	/s/
                                            Philip Hand

    

	 	 	 
	Witness Signature	 	Director
	 	 	 
	Witness Name: Sophie
    Turner	 	 
	 	 	 
	Witness
    Address: 38 Windmill Lane Fulbourn CB21 5DT UK	 	 
	 	 	 
	Executed and delivered
    as a deed by	 	 
	 	 	 
	Sennett Kirk III
    by their attorney Philip Hand	 	/s/
    Philip Hand
	 	 	 
	under a power of attorney	 	Authorised
    signatory
	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	 	 


 




    	 



    	(viii)



    

 


Execution
version


 


	 	 	INTELLIGENT
    FINGERPRINTING LIMITED (as Borrower)
	 	 	and
	 	 	Sennett
    Kirk III (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	5
	3.	Purpose	6
	4.	Interest	6
	5.	Repayment
    / Prepayment	6
	6.	Conversion	6
	7.	Security	7
	8.	Payments	7
	9.	Covenants	8
	10.	Events
    of Default	10
	11.	Guarantee
    and Indemnity	11
	12.	Amendments,
    Waivers and Consents and Remedies	12
	13.	Severance	12
	14.	Assignment
    and transfer	13
	15.	Counterparts	13
	16.	Third
    party rights	13
	17.	Notices	13
	18.	Governing
    law and jurisdiction	14
	EXECUTION	15


 




    	 



    	 



    

 


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)	Sennett
                                            Kirk III of P.O. Box 1934 Denton, Texas 76202 (“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 five thousand three hundred and ten pounds sterling (£5,310) 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”
    	 	means
    the board of directors of the Company from time to time.
	 	 	 	 
	 	“Borrowed
    Money”	 	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.



 



    	 



    	2



    

 


	 	“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 Debra Coffey, John Polden,
    Karin Briden, Sennett Kirk III Exempt Trust, and Thomas Johnson, respectively, dated 26 October 2021, as amended and restated on
    or about the Restatement Date;
	 	 	 	 
	 	“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.




 





    	 



    	3



    

 


	 	“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.




 




    	 



    	4



    

 


	 	“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 £7,047.01, 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.
	 	 	 	 




    	 



    	5



    

 


	 	“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.


 


	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 five thousand three
                                            hundred and ten pounds sterling (£5,310), to be drawn in a single advance on the terms,
                                            and subject to the conditions, of this agreement.



 




    	 



    	6



    

 


	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.	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.



 




    	 



    	7



    

 


	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.



 


		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



    

 


	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.



 


		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



    

 


		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.
	 	 	 






	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



 




    	 



    	10



    

 


		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.



 


		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.



 




    	 



    	11



    

 


	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.



 





	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;



 




    	 



    	12



    

 


		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.
	 	 	 






	11.8	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.


 




    	 



    	13



    

 


	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.



 


	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)	Sennett
                                            Kirk III at:






		Address:	P.O
                                            Box 1934 Denton, Texas 76202






		Email:	sennett.kirk@gmail.com






		For
                                            the attention of:	Sennett
    Kirk III



 


		(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



 




    	 



    	14



    

 


		(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.


 




    	 



    	15



    

 


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
    Sennett Kirk III