Exhibit
10.4


 


Voting
Agreement


 


This
Voting Agreement (this “Agreement”), dated as of October 4, 2022, is made and entered into by and between the stockholders
listed on Exhibit A hereto (each, a “Stockholder” and, collectively, the “Stockholders”)
of GBS Inc., a Delaware corporation (the “Company”), and the Company. The Stockholders and the Company are each sometimes
referred to herein individually as a “Party” and collectively as the “Parties.”


 


RECITALS


 


A. Concurrently
with the execution of this Agreement, the Company, the Stockholders, Intelligent Fingerprinting Limited, a company registered in England
and Wales with company number 06409298 (“IFP”), Sellers and Sellers’ Representatives, are entering into a Share
Exchange Agreement (as the same may be amended from time to time, the “Share Exchange Agreement”), pursuant to which,
among other things, (i) Sellers (including the Stockholders) are selling all of the issued shares in the capital of IFP to the Company,
and (ii) the Company is issuing shares of common stock, par value $0.01 per share, of the Company (“Company Common Stock”),
and other Equity Securities of the Company to Sellers (including the Stockholders).


 


B. In
order to induce the Company to enter into the Share Exchange Agreement, each Stockholder is willing to make certain representations,
warranties, covenants, and agreements as set forth in this Agreement with respect to the shares of Company Common Stock Beneficially
Owned (as such term is defined below) by such Stockholder and set forth in Exhibit A hereto opposite such Stockholder’s
name on such Exhibit A (the “Original Shares” and, together with any additional shares of Company Common Stock
pursuant to Section 6 hereof, the “Shares”); and


 


C. As
a condition to its willingness to enter into the Share Exchange Agreement, the Company has required that each Stockholder, and each Stockholder
has agreed to, execute and deliver this Agreement.


 


AGREEMENT


 


In
consideration of the foregoing and of the representations, warranties, covenants, and agreements contained in this Agreement, and for
other good and valuable consideration, the receipt, sufficiency, and adequacy of which are hereby acknowledged, the Parties, intending
to be legally bound, agree as follows:


 


1. Definitions.
For purposes of this Agreement, capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to
such terms in the Share Exchange Agreement. When used in this Agreement, the following terms in all of their tenses, cases, and correlative
forms shall have the meanings assigned to them in this Section 1.


 


(a) “Beneficially
Own” or “Beneficial Ownership” has the meaning assigned to such term in Rule 13d-3 under the Exchange Act,
and a Person’s beneficial ownership of securities shall be calculated in accordance with the provisions of such rule (in each case,
irrespective of whether or not such rule is actually applicable in such circumstance). For the avoidance of doubt, “Beneficially
Own” and “Beneficial Ownership” shall also include record ownership of securities.


 




    	 



     


    

 





(b) “Beneficial
Owner” means the Person who Beneficially Owns the referenced securities.


 


(c) “Board”
means the board of directors of the Company.


 


(d) “Law”
means any local, county, state, federal, foreign or other constitution, law, statute, treaty, regulation, ordinance, code, common law
or any rule, Order, decree, judgment, judicial consent, consent decree, edict, Permit, directive or governmental requirement enacted,
promulgated, entered into, agreed or imposed by any Governmental Body.


 


2. Representations
and Warranties of the Stockholders.


 


Each
Stockholder represents and warrants to the Company that:


 


(a) Ownership
of Shares. Such Stockholder: (i) is the sole, record, legal and Beneficial Owner of all of the Original Shares free and clear of
any proxy, voting restriction, adverse claim, or other Encumbrances, other than those created by this Agreement or under applicable federal
or state securities Laws; (ii) has the sole voting power over all of the Original Shares; (c) is not a party to any option, warrant,
purchase right or other Contract that could require such Stockholder to sell, transfer or otherwise dispose of any of its Original Shares;
and (d) is not party to any voting trust, proxy or other agreement or understanding with respect to the voting of any Original Shares
(other than any such instrument created or entered into in connection with this Agreement).


 


(b) Disclosure
of All Equity Securities Owned. Such Stockholder does not Beneficially Own any shares of Company Common Stock or other Equity Securities
of the Company other than the Original Shares.


 


(c) Power
and Authority; Binding Agreement. If a natural person, such Stockholder has the requisite legal capacity to enter into this Agreement,
to perform its obligations hereunder and to consummate the transactions contemplated hereby. If not a natural person, (i) such Stockholder
has the requisite corporate or other organizational power and authority to enter into this Agreement, to perform its obligations hereunder
and to consummate the transactions contemplated hereby, and (ii) the execution and delivery of this Agreement by such Stockholder, the
performance by such Stockholder of its obligations hereunder and the consummation by such Stockholder of the transactions hereby have
been duly authorized by all necessary corporate or other organizational action on the part of such Stockholder. This Agreement has been
duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by the Company, constitutes
the valid and binding obligation of such Stockholder, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of
equity.


 




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(d) No
Conflict. The execution and delivery of this Agreement by such Stockholder does not, and the performance of any applicable obligations
under this Agreement by such Stockholder will not (i) conflict with or violate or breach, in each case in any material respect, or constitute
a default (or give rise to any right of termination, cancelation or acceleration) under, or result in the creation of any Encumbrance
upon any of the Original Shares under the terms, conditions or provisions of any Organizational Document (if any) or Legal Requirement
or Contract applicable to such Stockholder, to which such Stockholder is a party or by which its properties are bound or affected, (ii)
require the consent of any other Person, or (iii) require the filing or registration with, or notification to, or authorization of any
Governmental Body or any other Person.


 


(e) No
Insolvency Proceedings. Such Stockholder is not subject to any Insolvency Proceedings.


 


(f) No
Litigation. There is no ongoing Proceeding or, to the actual knowledge of such Stockholder, threatened, against such Stockholder
or any of its Affiliates by or before any court, Governmental Body or third party that (i) relates to such Stockholder’s ownership
of the Original Shares or the transactions contemplated by this Agreement; or (ii) individually or in the aggregate, could reasonably
be expected to have a material adverse effect on, or materially delay, the ability of such Stockholder to consummate the transactions
contemplated hereby.


 


3. Representations
and Warranties of the Company.


 


The
Company represents and warrants to each Stockholder that:


 


(a) The
Company has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to
consummate the transactions contemplated hereby.


 


(b) The
execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder and the consummation
by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the
Company.


 


(c) This
Agreement has been duly executed and delivered by an authorized officer of the Company and, assuming the due authorization, execution
and delivery by each Stockholder, constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’
rights generally and general principles of equity.


 


4. Agreement
to Vote Shares.


 


(a) Each
Stockholder irrevocably and unconditionally covenants agrees that at all times until the Expiration Time, at any meeting of the Company,
however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written
consent of the stockholders of the Company, such Stockholder shall, in each case to the fullest extent that the Shares are entitled to
count as present, vote thereon or consent thereto:


 


(i) appear
at each such meeting or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and


 




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(ii) vote
(or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent (if then permitted under the Company’s
governing documents) (which vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall
ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such
vote or consent) covering, all the Shares in favor of (A) the Current Company Stockholder Proposals (as defined in the Share Exchange
Agreement) presented to the stockholders with a Board’s recommendation to vote in favor of such proposals; (B) any proposal presented
to the stockholders which is expressly contemplated by the Share Exchange Agreement, including, for the avoidance of doubt, a proposal
to adopt a stock option plan in accordance with the terms set out in Section 6.9(c) of the Share Exchange Agreement; (C) any proposal
presented to the stockholders with a unanimous Board’s recommendation to vote in favor of such proposal that has the primary intent
of taking one or more actions that would be necessary or advisable for the Company to remain in compliance with the applicable listing
requirements of the Nasdaq Stock Market, including, for the avoidance of doubt, any reverse stock split; and (D) any proposal to adjourn
or postpone any meeting of the Company’s stockholders at which any of the foregoing matters requiring such Stockholder’s
approval are submitted for consideration and vote of the Company’s stockholders to a later date if there are not sufficient votes
for approval of such matters on the date on which the meeting is held to vote upon any of the foregoing matters requiring stockholders’
approval.


 


(b) If
a Stockholder is the Beneficial Owner, but not the record holder, of the Shares, such Stockholder agrees to take all actions necessary
to cause the record holder of the Shares, including any nominees, to vote all of the Shares in accordance with this Section 4.


 


(c) Each
Stockholder agrees that the Company shall be authorized to include in any proxy or material transmitted to stockholders of the Company,
a statement to the effect that such Stockholder is a party to this Agreement and has committed to vote such Stockholder’s
Shares in accordance with the terms of this Agreement.


 


5. No
Voting Trusts or Other Arrangement.


 


Each
Stockholder agrees that during the term of this Agreement such Stockholder will not, and will not permit any Person under such Stockholder’s
control to, deposit any of the Shares in a voting trust or subject any of the Shares to any arrangement with respect to the voting of
the Shares, other than agreements entered into with the Company.


 




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6. Additional
Shares.


 


Each
Stockholder agrees that all shares of Company Common Stock or other Equity Securities of the Company that such Stockholder purchases,
acquires the right to vote, or otherwise acquires Beneficial Ownership of, after the execution of this Agreement and prior to the Expiration
Time (including additional shares of Company Common Stock acquired by or issued to such Stockholder pursuant to the terms of the Share
Exchange Agreement) shall be subject to the terms and conditions of this Agreement and shall constitute Shares for all purposes of this
Agreement. In the event of any stock split (including a reverse stock split), stock dividend or distribution, merger, reorganization,
recapitalization, reclassification, combination, subdivision, issuer tender or exchange offer, exchange of shares, or other similar transaction
of the capital stock of the Company affecting the Shares, the terms of this Agreement shall apply to the resulting securities and such
resulting securities shall be deemed to be “Shares” for all purposes of this Agreement.


 


7. Waiver
of Certain Other Actions.


 


Each
Stockholder hereby agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action
with respect to, any Action, derivative or otherwise, against the Company, or any of their respective Subsidiaries or successors challenging
the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement.


 


8. Termination.


 


This
Agreement shall terminate upon the earlier to occur of (the “Expiration Time”): (a) the completion of the annual meeting
of the Company’s stockholders for the Company’s fiscal year ended June 30, 2023; and (b) the termination of this Agreement
by mutual written consent of the Parties. Nothing in this Section 8 shall relieve or otherwise limit the liability of any Party
for any intentional breach of this Agreement prior to such termination.


 


9. No
Agreement as Director or Officer.


 


No
Stockholder makes any agreement or understanding in this Agreement in any Stockholder’s capacity as a director or officer of the
Company or any of its Subsidiaries (if such Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any
actions or omissions taken by such Stockholder in such Stockholder’s capacity as such a director or officer, and no such actions
or omissions shall be deemed a breach of this Agreement; or (b) will be construed to prohibit, limit, or restrict such Stockholder from
exercising such Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders.


 


10. Further
Assurances.


 


Each
Stockholder agrees, from time to time, and without additional consideration, to execute and deliver such additional proxies, documents,
and other instruments and to take all such further action as the Company may reasonably request to consummate and make effective the
transactions contemplated by this Agreement.


 




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11. Stop
Transfer Instructions.


 


At
all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Time, in furtherance of this
Agreement, each Stockholder hereby authorizes the Company or its counsel to notify the Company’s transfer agent that there is a
stop transfer order with respect to all of the Shares (and that this Agreement places limits on the voting and transfer of the Shares),
subject to the provisions hereof and provided that any such stop transfer order and notice will immediately be withdrawn and terminated
by the Company following the Expiration Time.


 


12. Specific
Performance.


 


All
rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.
Each Party agrees that, in the event of any breach or threatened breach by another Party of any covenant, obligation or other provision
set forth in this Agreement: (a) such first Party will be entitled, without any proof of actual damages (and in addition to any other
remedy that may be available to it) to: (i) a decree or order of specific performance or mandamus to enforce the observance and performance
of such covenant, obligation or other provision; and (ii) an injunction restraining such breach or threatened breach; and (b) such first
Party will not be required to provide any bond or other security in connection with any such decree, order or injunction or in connection
with any related action or Legal Proceeding.


 


13. Entire
Agreement; Amendment.


 


(a) Entire
Agreement. This Agreement and the Share Exchange Agreement constitute the entire agreement and supersede all prior agreements and
undertakings, both written and oral, between the Parties, or any of them, with respect to the subject matter hereof.


 


(b) Amendment.
This Agreement may not be amended or supplemented, and no provisions hereof may be modified or waived, except by an instrument in writing
signed by both of the Parties. No waiver of any provisions hereof by either Party shall be deemed a waiver of any other provisions hereof
by such Party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such Party.


 


14. Notices.


 


Any
notice or other communication required or permitted to be delivered to a Party under this Agreement will be in writing and will be deemed
properly delivered, given and received: (a) if delivered by hand, when delivered; (b) if sent on a Business Day by email with confirmed
receipt before 5:00 p.m. (recipient’s time) on the date sent, on such Business Day; (c) if sent by email on a day other than a
Business Day, or if sent by email with confirmed receipt at any time after 5:00 p.m. (recipient’s time) on the date sent, on the
date on which receipt is confirmed, if a Business Day, and otherwise on the first Business Day following the date on which receipt is
confirmed; (d) if sent by registered, certified or first class mail, the third Business Day after being sent; and (e) if sent by overnight
delivery via a national courier service, one Business Day after being sent, in each case to the address or email address set forth beneath
the name of such Party below (or to such other address or email address as such Party shall have specified in a written notice given
to the other Parties):


 


If
to the Company:


 


GBS
Inc.


142
West 57th Street, 11th Floor


New
York, NY 10019


Attention:
Spiro Sakiris


Email:
spiro.sakiris@gbs.com


 




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With
a copy (which shall not constitute notice) to:


 


ArentFox
Schiff LLP


233
South Wacker Drive, Suite 7100


Chicago,
IL 60606


Attention:
Ralph De Martino and Alex Young


Email:
ralph.demartino@afslaw.com and alex.young@afslaw.com


 


If
to any Stockholder:


 


RFA
Sellers Representative


1908
Cliff Valley Way NE


Atlanta,
Georgia, 30329-2479


Attention:
Jason Isenberg


Email:
jisenberg@rfallc.com


 


Other
Sellers’ Representative


14-17
Evolution Business Park Milton Road, Impington, Cambridge, CB24 9NG


Attention:
Philip Hand


Email:
philip.hand@intelligentfingerprinting.com


 




With copies (which shall not constitute notice) to:


 


Jones
Day


1221
Peachtree Street, N.E., Suite 400


Atlanta,
Georgia 30361


Attention:
Mark L. Hanson


Email:
mlhanson@jonesday.com


 


Bristows
LLP


100
Victoria Embankment, London EC4Y 0DH


Attn.:
Iain Redford


Email:
Iain.Redford@bristows.com


 


15. Miscellaneous.


 


(a) Governing
Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws
that might otherwise govern under applicable principles of conflicts of laws thereof.


 




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(b) Venue.
The Parties agree that any Legal Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection
with, this Agreement or the transactions contemplated hereby shall be brought in the Chancery Court of the State of Delaware located
in Wilmington, Delaware and any state appellate court therefrom located in Wilmington, Delaware, or, if no such state court has proper
jurisdiction, the Federal District Court for the District of Delaware located in Wilmington, Delaware, and any appellate court therefrom.
Each Party hereby irrevocably submits to the exclusive jurisdiction of such court in respect of any legal or equitable Legal Proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby, or relating to enforcement of any of the terms
of this Agreement, and hereby waives, and agrees not to assert, as a defense in any such Legal Proceeding, any claim that it is not subject
personally to the jurisdiction of such court, that the Legal Proceeding is brought in an inconvenient forum, that the venue of the Legal
Proceeding is improper or that this Agreement or the transactions contemplated hereby may not be enforced in or by such courts. Each
Party agrees that notice or the service of process in any Legal Proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby shall be properly served or delivered if delivered in the manner contemplated by Section 14 or in any other
manner permitted by applicable Legal Requirement.


 


(c) Waiver
of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


(d) Expenses.
All fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement (including, without
limitation, all legal, accounting, broker, finer or investment banker fees and expenses) will be paid by the Party incurring such expenses.
Each of the Parties acknowledges that the agreements contained in this Section 15(d) are an integral part of the transactions
contemplated by this Agreement, without which, the Parties would not enter into this Agreement.


 


(e) Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy,
all other conditions and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner adverse to any Party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the Parties will negotiate in good faith to modify this Agreement
so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated
hereby are fulfilled to the extent possible.


 


(f) Counterparts
and Exchanges by Electronic Transmission or Facsimile. This Agreement may be executed in one or more counterparts, and by the different
parties hereto in separate counterparts and by facsimile or electronic (i.e., PDF) transmission, each of which when executed will be
deemed to be an original but all of which taken together will constitute one and the same agreement. No Party shall raise the use of
facsimile or electronic (i.e., PDF) transmission to deliver any such signature page or the fact that such signature was transmitted or
communicated through the use of a facsimile or electronic (i.e., PDF) transmission as a defense to the formation or enforceability of
a contract, and each Party forever waives any such defense.


 


(g) Headings.
The headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation
of this Agreement.


 


(h) Assignment;
Successors and Assigns. This Agreement will be binding upon each Party and its successors and assigns (if any). This Agreement will
inure to the benefit of: (i) the Company; (ii) the Stockholders; and (iii) the respective heirs, successors and assigns (if any) of the
foregoing. Neither Party may assign this Agreement or any of its rights, interests or obligations hereunder without the prior written
approval of the other Party.


 


(i) Parties
In Interest. This Agreement will be binding upon and inure solely to the benefit of each Party, and nothing in this Agreement, expressed
or implied, is intended to or will confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement. Notwithstanding the foregoing, for the avoidance of doubt, the Company shall have the right to enforce this Agreement
directly against each Stockholder in the event of a breach by such Stockholder of this Agreement.


 


[signature
page follows]


 







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IN
WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first written above.


 


	 	GBS INC.

                                                                                 

	 	By:	/s/
    Spiro Sakiris
	 	Name:	Spiro
    Sakiris
	 	Title:	Chief
    Financial Officer


 


	 	STOCKHOLDERS

                                                                                 

	 	/s/
    Philip Hand
	 	Signed
    by each of the Stockholders acting by their attorney Philip Hand under a power of attorney


 




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Exhibit
A


 


	 	 	Name of Stockholder	 	Number of Shares of Company Common
    Stock Beneficially Owned as of the date of this Agreement	 
	1	 	Sue Jickells	 	 	1,533	 
	2	 	Nikolaos Tzokas	 	 	1,027	 
	3	 	David Russell	 	 	9,501	 
	4	 	Georgina Russell	 	 	685	 
	5	 	Catherine Russell	 	 	685	 
	6	 	University of East Anglia	 	 	14,211	 
	7	 	Iceni Seedcorn Fund LLP	 	 	4,629	 
	8	 	Executors of L Ball	 	 	62,529	 
	9	 	David Ball Irrevocable trust	 	 	175,865	 
	10	 	David Ball Descendants Trust	 	 	313	 
	11	 	Shannon Ball Irrevocable Trust	 	 	140,917	 
	12	 	Shannon Ball Descendants Trust	 	 	766	 
	13	 	Allison Bertorelli Irrevocable Trust	 	 	170,700	 
	14	 	Allison Bertorelli Descendants Trus	 	 	766	 
	15	 	Meredith Martin Irrevocable Trust	 	 	174,939	 
	16	 	Meredith Martin Descendants Trust	 	 	313	 
	17	 	Jason Ball Irrevocable Trust	 	 	138,202	 
	18	 	Jason Ball Descendants Trust	 	 	313	 
	19	 	David Ball	 	 	2,613	 
	20	 	Shannon Ball	 	 	6,398	 
	21	 	Allison Bertorelli	 	 	6,398	 
	22	 	Meredith Martin	 	 	2,613	 
	23	 	Jason Ball	 	 	2,613	 
	24	 	Barbara Ball	 	 	34,859	 
	25	 	Thomas Johnson	 	 	71,313	 
	26	 	Robert Rosholt	 	 	68,036	 
	27	 	Sennett Kirk III	 	 	12,732	 
	28	 	Sennett Kirk III Exempt Trust	 	 	12,732	 
	29	 	Diana Lea Anthony 2015 Trust	 	 	35,401	 
	30	 	Guy Leland Anthony 2015 Trust	 	 	21,253	 
	31	 	John Ross Anthony 2015 Trust	 	 	26,046	 
	32	 	Jay Anthony	 	 	31,857	 
	33	 	Guy Anthony	 	 	14,825	 
	34	 	John Ross Anthony	 	 	14,825	 
	35	 	Michael Johns	 	 	4,597	 
	36	 	Jim Ballard	 	 	2,974	 
	37	 	David Hammer	 	 	2,204	 
	38	 	Nestors Financial	 	 	11,257	 
	39	 	HBT PE LLC	 	 	9,956	 
	40	 	The MaRan Foundation	 	 	782,264	 
	41	 	The GWR Foundation	 	 	647,685	 
	42	 	Debra Coffey	 	 	3,065	 
	43	 	John Polden	 	 	18,900	 
	44	 	JRF Walls	 	 	14,310	 
	45	 	Nicola Hand	 	 	12,184	 
	46	 	Phil Hand	 	 	149,141	 
	47	 	Stephan Goetz	 	 	49	 
	48	 	Jon Johnson	 	 	51	 
	49	 	Jerry Walker	 	 	8,067	 
	50	 	Susan Mace	 	 	2,133	 
	51	 	Callistus Sequeria	 	 	440	 
	52	 	Karin Briden	 	 	1,231	 
	53	 	Carolanne Smith	 	 	391	 
	54	 	Joanna Williams	 	 	29,783	 



 




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