Exhibit 10.2


 


CONVERTIBLE PROMISSORY NOTE


 


	Effective Date: October 25, 2022	U.S. $1,707,500.00



 


FOR VALUE RECEIVED, Guardforce
AI Co., Limited, a Cayman Islands corporation (“Borrower”), promises to pay to Streeterville
Capital, LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $1,707,500.00 and any
interest, fees, charges, and late fees accrued hereunder on the date that is twelve (12) months after the Purchase Price Date (the “Maturity
Date”) in accordance with the terms set forth herein and to pay simple interest on the Outstanding Balance at the rate of eight
percent (8%) per annum from the Purchase Price Date until the same is paid in full. All interest calculations hereunder shall be computed
on the basis of a 360-day year comprised of twelve (12) thirty (30) day months and shall be payable in accordance with the terms
of this Note. This Convertible Promissory Note (this “Note”) is issued and made effective as of October 25, 2022 (the
“Effective Date”). This Note is issued pursuant to that certain Securities Purchase Agreement dated October 25, 2022,
as the same may be amended from time to time, by and between Borrower and Lender (the “Purchase Agreement”). Certain
capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.


 


This Note carries an OID of
$187,500.00. In addition, Borrower agrees to pay $20,000.00 to Lender to cover Lender’s legal fees, accounting costs, due diligence,
monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the “Transaction Expense
Amount”). All of the OID and Transaction Expense Amount is fully earned and included in the initial principal balance of this
Note. The purchase price for this Note shall be $1,500,000.00 (the “Purchase Price”), computed as follows: $1,707,500.00
original principal balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by Lender by wire transfer
of immediately available funds.


 


1. Payment;
Prepayment.


 


1.1. Payment.
All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined below), as provided
for herein, and delivered to Lender at the address or bank account furnished to Borrower for that purpose. All payments shall be applied
first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest, and thereafter,
to (d) principal.


 


1.2. Prepayment.
Borrower may pay all or any portion of the amount owed earlier than it is due; provided that in the event Borrower elects to prepay
all or any portion of the outstanding balance, it shall pay to Lender 120% of the portion of the outstanding balance Borrower elects to
prepay. Early payments of less than all principal, fees and interest outstanding will not, unless agreed to by Lender in writing, relieve
Borrower of Borrower’s remaining obligations hereunder.


 


2. Security.
This Note is unsecured.


 


3. Conversions.
Lender has the right at any time after the Purchase Price Date until the Outstanding Balance has been paid in full, at its election, to
convert (“Conversion”) all or any portion of the Outstanding Balance into fully paid and non-assessable Ordinary Shares,
par value $0.003 (the “Ordinary Shares”), of Borrower (“Conversion Shares”) as per the following
conversion formula: the number of Conversion Shares equals the amount being converted (the “Conversion Amount”) divided
by the Conversion Price. Conversion notices in the form attached hereto as Exhibit A (each, a “Conversion Notice”)
may be effectively delivered to Borrower by any method set forth in the “Notices” Section of the Purchase Agreement, and all
Conversions shall be cashless and not require further payment from Lender. Borrower shall deliver the Conversion Shares from any Conversion
to Lender in accordance with Section 8 below. In the event Lender submits a Conversion Notice where the Conversion Price is below
the Floor Price, then the Note shall not convert, and instead within five (5) Trading Days of receipt of the Conversion Notice, Borrower
will deliver to Lender cash in the amount of 120% of the Conversion Amount, with the Outstanding Balance being reduced by the Conversion
Amount.


 






     


     


    

 


4. Trigger
Events; Defaults; and Remedies.


 


4.1. Trigger
Events. The following are trigger events under this Note (each, a “Trigger Event”): (a) Borrower fails to pay any
principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) a receiver, trustee or other similar official
shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or
shall not be dismissed or discharged within sixty (60) days; (c) Borrower becomes insolvent or generally fails to pay, or admits in writing
its inability to pay, its debts as they become due; (d) Borrower makes a general assignment for the benefit of creditors; (e) Borrower
files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (f) an involuntary bankruptcy proceeding
is commenced or filed against Borrower; (g) the occurrence of a Fundamental Transaction without Lender’s prior written consent,
which shall not be unreasonably withheld; (h) Borrower fails to maintain the Share Reserve (as defined in the Purchase Agreement) as required
in the Purchase Agreement; (i) Borrower fails to observe or perform any covenant set forth in Section 4 of the Purchase Agreement; (j)
Borrower fails to deliver any Conversion Shares in accordance with the terms hereof; (k) Borrower defaults or otherwise fails to observe
or perform any covenant, obligation, condition or agreement of Borrower contained herein or in any other Transaction Document (as defined
in the Purchase Agreement), other than those specifically set forth in this Section 4.1 and Section 4 of the Purchase Agreement; (l) any
representation, warranty or other statement made or furnished by or on behalf of Borrower to Lender herein, in any Transaction Document,
or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made
or furnished; (m) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of Borrower or any
of its property or other assets for more than $500,000, and shall remain unvacated, unbonded, unappealed or unstayed for a period of thirty
(30) calendar days unless otherwise consented to by Lender; (n) Borrower fails to be DWAC Eligible; or (o) Borrower breaches any covenant
or other term or condition contained in any Other Agreements.


 


4.2. Trigger
Event Remedies. At any time following the occurrence of any Trigger Event, Lender may, at its option, increase the Outstanding Balance
by applying the Trigger Effect (subject to the limitation set forth below).


 


4.3. Defaults.
At any time following the occurrence of a Trigger Event, Lender may, at its option, send written notice to Borrower demanding that Borrower
cure the Trigger Event within ten (10) Trading Days. If Borrower fails to cure the Trigger Event within the required ten (10) Trading
Day cure period, the Trigger Event will automatically become an event of default hereunder (each, an “Event of Default”).


 


4.4. Default
Remedies. At any time and from time to time following the occurrence of any Event of Default, Lender may accelerate this Note by written
notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount. Notwithstanding
the foregoing, upon the occurrence of any Trigger Event described in clauses (b), (c), (d), (e) or (f) of Section 4.1, an Event of Default
will be deemed to have occurred and the Outstanding Balance as of the date of such Trigger Event shall become immediately and automatically
due and payable in cash at the Mandatory Default Amount, without any written notice required by Lender for the Trigger Event to become
an Event of Default. At any time following the occurrence of any Event of Default, upon written notice given by Lender to Borrower, interest
shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the
lesser of fifteen percent (15%) per annum or the maximum rate permitted under applicable law (“Default Interest”).
For the avoidance of doubt, Lender may continue making Conversions at any time following a Trigger Event or an Event of Default until
such time as the Outstanding Balance is paid in full. In connection with acceleration described herein, Lender need not provide, and Borrower
hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately and without expiration of any
grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such
acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender shall have all rights as a holder
of the Note until such time, if any, as Lender receives full payment pursuant to this Section 4.4. No such rescission or annulment shall
affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit Lender’s right to pursue
any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive
relief with respect to Borrower’s failure to timely deliver Conversion Shares upon Conversion of the Note as required pursuant to
the terms hereof.


 






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5. Unconditional
Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation of Borrower
not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now has or may have hereafter
against Lender, its successors and assigns, and agrees to make the payments or Conversions called for herein in accordance with the terms
of this Note.


 


6. Waiver.
No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting the waiver.
No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to any other
prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to provide
a waiver or consent in the future except to the extent specifically set forth in writing.


 


7. Adjustment
of Conversion Price and Floor Price upon Subdivision or Combination of Ordinary Shares. Without limiting any provision hereof, if
Borrower at any time on or after the Effective Date subdivides (by any stock split, stock dividend, recapitalization, ratio change or
otherwise) one or more classes of its outstanding Ordinary Shares into a greater number of shares, the Conversion Price and Floor Price
in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision hereof, if Borrower at
any time on or after the Effective Date combines (by combination, reverse stock split, ratio change or otherwise) one or more classes
of its outstanding Ordinary Shares into a smaller number of shares, the Conversion Price and Floor Price in effect immediately prior to
such combination will be proportionately increased. Any adjustment pursuant to this Section 7 shall become effective immediately after
the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 7 occurs during the period
that a Conversion Price is calculated hereunder, then the calculation of such Conversion Price shall be adjusted appropriately to reflect
such event.


 


8. Method
of Conversion Share Delivery. On or before the close of business on the third (3rd) Trading Day following the date of delivery
of a Conversion Notice (the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at such time and such Conversion
Shares are eligible for delivery via DWAC, deliver or cause its transfer agent to deliver the applicable Conversion Shares electronically
via DWAC to the account designated by Lender in the applicable Conversion Notice. If Borrower is not DWAC Eligible or such Conversion
Shares are not eligible for delivery via DWAC, it shall deliver to Lender or its broker (as designated in the Conversion Notice), via
reputable overnight courier, a certificate representing the number of Ordinary Shares equal to the number of Conversion Shares to which
Lender shall be entitled, registered in the name of Lender or its designee. For the avoidance of doubt, Borrower has not met its obligation
to deliver Conversion Shares by the Delivery Date unless Lender or its broker, as applicable, has actually received the certificate representing
the applicable Conversion Shares no later than the close of business on the relevant Delivery Date pursuant to the terms set forth above.
Moreover, and notwithstanding anything to the contrary herein or in any other Transaction Document, in the event Borrower or its transfer
agent refuses to deliver any Conversion Shares without a restrictive securities legend to Lender on grounds that such issuance is in violation
of Rule 144 under the Securities Act of 1933, as amended (“Rule 144”), Borrower shall deliver or cause its transfer
agent to deliver the applicable Conversion Shares to Lender with a restricted securities legend, but otherwise in accordance with the
provisions of this Section 8. In conjunction therewith, Borrower will also deliver to Lender a written explanation from its counsel or
its transfer agent’s counsel opining as to why the issuance of the applicable Conversion Shares violates Rule 144.


 






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9. Conversion
Delays. If Borrower fails to deliver Conversion Shares in accordance with the timeframe stated in Section 8, Lender may at any time
prior to receiving the applicable Conversion Shares rescind in whole or in part such Conversion, with a corresponding increase to the
Outstanding Balance (any returned amount will tack back to the Purchase Price Date for purposes of determining the holding period under
Rule 144). In addition, for each Conversion, in the event that Conversion Shares are not delivered by the Delivery Date, a late fee equal
to 5% of the applicable Conversion Share Value rounded to the nearest multiple of $100.00 but with a floor of $250.00 per day (but in
any event the cumulative amount of such late fees for each Conversion shall not exceed 150% of the applicable Conversion Share Value)
will be assessed for each day after the Delivery Date until Conversion Share delivery is made; and such late fee will be added to the
Outstanding Balance (such fees, the “Conversion Delay Late Fees”).


 


10. Ownership
Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower shall not
effect any conversion of this Note to the extent that after giving effect to such conversion would cause Lender (together with its affiliates)
to beneficially own a number of Ordinary Shares exceeding 4.99% of the number of Ordinary Shares outstanding on such date (including for
such purpose the Ordinary Shares issuable upon such issuance) (the “Maximum Percentage”). For purposes of this section,
beneficial ownership of Ordinary Shares will be determined pursuant to Section 13(d) of the 1934 Act. Notwithstanding the forgoing, the
term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization is less than $25,000,000.00.
Notwithstanding any other provision contained herein, if the term “4.99%” is replaced with “9.99%” pursuant to
the preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set
forth below. By written notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver
will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional
and non-waivable and shall apply to all affiliates and assigns of Lender.


 


11. Sales
Limitation. Lender agrees that so long as no Trigger Event has occurred, Lender will limit its sales of Conversion Shares on the open
market in any given calendar week to fifteen percent (15%) of the weekly trading volume of the Ordinary Shares on Borrower’s principal
trading market for such week, unless otherwise authorized by Borrower in writing. Borrower’s sole and exclusive remedy in the event
of a breach by Lender of the foregoing sales limitation shall be to reduce the Outstanding Balance by the amount of net proceeds that
Lender received that exceeded the sales limitation.


 


12. Opinion
of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right to have any
such opinion provided by its counsel.


 


13. Governing
Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Purchase Agreement to determine the proper
venue for any disputes are incorporated herein by this reference.


 






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14. Arbitration
of Disputes. By its issuance or acceptance of this Note, each party agrees to be bound by the Arbitration Provisions (as defined in
the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.


 


15. Cancellation.
After repayment or conversion of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically be deemed
canceled, and shall not be reissued.


 


16. Amendments.
The prior written consent of both parties hereto shall be required for any change or amendment to this Note.


 


17. Assignments.
Borrower may not assign this Note without the prior written consent of Lender. Any Ordinary Shares issued upon conversion of this Note
may be offered, sold, assigned or transferred by Lender without the consent of Borrower. This Note may be offered, sold, assigned or transferred
by Lender without the consent of Borrower.


 


18. Notices.
Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with
the subsection of the Purchase Agreement titled “Notices.”


 


19. Liquidated
Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of this Note, Lender’s
damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability to predict
future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender and Borrower agree
that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but instead are intended
by the parties to be, and shall be deemed, liquidated damages (under Lender’s and Borrower’s expectations that any such liquidated
damages will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144). Therefore, no additional
penalty claims, lost profits or liquidated damages shall be claimed in excess of agreed liquidated damage amounts under this Note.


 


20. Severability.
If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of Borrower
and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.


 


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signature page follows]


 






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IN WITNESS WHEREOF, Borrower
has caused this Note to be duly executed as of the Effective Date.


 


	 	BORROWER:
	 	 
	 	Guardforce AI Co., Limited
	 	 	 
	 	By:	/s/ Lei Wang
	 	 	Lei Wang, CEO


 


	ACKNOWLEDGED,
    ACCEPTED AND AGREED:	 
	 	 
	LENDER:	 
	 	 	 
	Streeterville Capital, LLC	 
	 	 	 
	By:	/s/ John M. Fife	 
	 	John M. Fife, President	 


 


[Signature Page to Convertible
Promissory Note]


 






     


     


    

 


ATTACHMENT 1


DEFINITIONS


 


For purposes of this
Note, the following terms shall have the following meanings:


 


A1. “Closing Bid
Price” and “Closing Trade Price” means the last closing bid price and last closing trade price, respectively,
for the Ordinary Shares on its principal market, as reported by Bloomberg, or, if its principal market begins to operate on an extended
hours basis and does not designate the closing bid price or the closing trade price (as the case may be) then the last bid price or last
trade price, respectively, of the Ordinary Shares prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if its principal
market is not the principal securities exchange or trading market for the Ordinary Shares, the last closing bid price or last trade price,
respectively, of the Ordinary Shares on the principal securities exchange or trading market where the Ordinary Shares are listed or traded
as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of the Ordinary
Shares in the over-the-counter market on the electronic bulletin board for the Ordinary Shares as reported by Bloomberg, or, if no closing
bid price or last trade price, respectively, is reported for the Ordinary Shares by Bloomberg, the average of the bid prices, or the ask
prices, respectively, of any market makers for the Ordinary Shares as reported by OTC Markets Group, Inc., and any successor thereto.
If the Closing Bid Price or the Closing Trade Price cannot be calculated for the Ordinary Shares on a particular date on any of the foregoing
bases, the Closing Bid Price or the Closing Trade Price (as the case may be) of the Ordinary Shares on such date shall be the fair market
value as mutually determined by Lender and Borrower. All such determinations shall be appropriately adjusted for any stock dividend, stock
split, stock combination or other similar transaction during such period.


 


A2. “Conversion
Price” means eighty percent (80%) multiplied by the lowest daily VWAP during the ten (10) Trading Day period immediately preceding
the applicable measurement date.


 


A3. “Conversion
Share Value” means the product of the number of Conversion Shares deliverable pursuant to any Conversion Notice multiplied by
the Closing Trade Price of the Ordinary Shares on the Delivery Date for such Conversion.


 


A4. “DTC”
means the Depository Trust Company or any successor thereto.


 


A5. “DTC/FAST
Program” means the DTC’s Fast Automated Securities Transfer program.


 


A6. “DWAC”
means the DTC’s Deposit/Withdrawal at Custodian system.


 


A7. “DWAC Eligible”
means that (a) Borrower’s Ordinary Shares are eligible at DTC for full services pursuant to DTC’s operational arrangements,
including without limitation transfer through DTC’s DWAC system; (b) Borrower has been approved (without revocation) by DTC’s
underwriting department; (c) Borrower’s transfer agent is approved as an agent in the DTC/FAST Program; (d) the Conversion Shares
are otherwise eligible for delivery via DWAC; and (e) Borrower’s transfer agent does not have a policy prohibiting or limiting delivery
of the Conversion Shares via DWAC.


 


A8. “Fundamental
Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related
transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the surviving corporation) any
other person or entity, or (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,
sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets
to any other person or entity, or (iii) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related
transactions, allow any other person or entity to make a purchase, tender or exchange offer that is accepted by the holders of more than
50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the person or
persons making or party to, or associated or affiliated with the persons or entities making or party to, such purchase, tender or exchange
offer), or (iv) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate
a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with any other person or entity whereby such other person or entity acquires more than 50% of the outstanding
shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the other persons or entities making
or party to, or associated or affiliated with the other persons or entities making or party to, such stock or share purchase agreement
or other business combination), or (v) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related
transactions, reorganize, recapitalize or reclassify the Ordinary Shares, other than an increase in the number of authorized shares of
Borrower’s Ordinary Shares, or (b) any “person” or “group” (as these terms are used for purposes of
Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder shall, after the Purchase Price Date, become
the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate
ordinary voting power represented by issued and outstanding voting stock of Borrower.


 


Attachment 1 to Convertible Promissory Note, Page
1


 






     


     


    

 


A9. “Floor Price”
means $0.18 per Ordinary Share, as may be adjusted pursuant to the terms of this Note.


 


A10. “Major Trigger
Event” means any Trigger Event occurring under Sections 4.1(a) - 4.1(i).


 


A11. “Mandatory
Default Amount” means the Outstanding Balance following the application of the Trigger Effect.


 


A12. “Market Capitalization”
means a number equal to (a) the average VWAP of the Ordinary Shares for the immediately preceding fifteen (15) Trading Days, multiplied
by (b) the aggregate number of outstanding Ordinary Shares as reported on Borrower’s most recent annual or quarterly filing with
the SEC.


 


A13. “Minor Trigger
Event” means any Trigger Event that is not a Major Trigger Event.


 


A14. “OID”
means an original issue discount.


 


A15. “Other Agreements”
means, collectively, (a) all existing and future agreements and instruments between, among or by Borrower (or an affiliate), on the one
hand, and Lender (or an affiliate), on the other hand, and (b) any financing agreement or a material agreement that affects Borrower’s
ongoing business operations.


 


A16. “Outstanding
Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as the case may be, pursuant to
the terms hereof for payment, Conversion, offset, or otherwise, plus the OID, plus the Transaction Expense Amount, accrued but unpaid
interest, collection and enforcements costs (including attorneys’ fees) incurred by Lender, transfer, stamp, issuance and similar
taxes and fees related to Conversions, and any other fees or charges (including without limitation Conversion Delay Late Fees) incurred
under this Note.


 


A17. “Purchase
Price Date” means the date the Purchase Price for this Note is delivered by Lender to Borrower.


 


A18. “Trading
Day” means any day on which Nasdaq (or such other principal market for the Ordinary Shares) is open for trading.


 


A19. “Trigger
Effect” means multiplying the Outstanding Balance as of the date the applicable Trigger Event occurred (after giving effect
to any opportunity to cure) by (a) ten percent (10%) for each occurrence of any Major Trigger Event, or (b) five percent (5%) for each
occurrence of any Minor Trigger Event, and then adding the resulting product to the Outstanding Balance as of the date the applicable
Trigger Event occurred, with the sum of the foregoing then becoming the Outstanding Balance under this Note as of the date the applicable
Trigger Event occurred; and provided further that the Trigger Effect shall not apply to any Trigger Event pursuant to Section 4.1(j) hereof.


 


A20. “VWAP”
means the volume weighted average price of the Ordinary Shares on the principal market for a particular Trading Day or set of Trading
Days, as the case may be, as reported by Bloomberg.


 


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left blank]


 


Attachment 1 to Convertible Promissory Note, Page
2


 






     


     


    

 


EXHIBIT A


 


Streeterville Capital, LLC


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 


Date:                      


 


CONVERSION NOTICE


 


The above-captioned Lender hereby gives notice
to Guardforce AI Co., Limited, a Cayman Islands corporation (the “Borrower”), pursuant to that certain Convertible
Promissory Note made by Borrower in favor of Lender on October 25, 2022 (the “Note”), that Lender elects to convert
the portion of the Note balance set forth below into fully paid and non-assessable Ordinary Shares of Borrower as of the date of conversion
specified below. Said conversion shall be based on the Conversion Price set forth below. In the event of a conflict between this Conversion
Notice and the Note, the Note shall govern, or, in the alternative, at the election of Lender in its sole discretion, Lender may provide
a new form of Conversion Notice to conform to the Note. Capitalized terms used in this notice without definition shall have the meanings
given to them in the Note.


 


		A.	Date of Conversion:  ____________



		B.	Conversion #:  ____________



		C.	Conversion Amount:  ____________



		D.	Conversion Price: _______________



		E.	Conversion Shares: _______________ (C divided by D)



		F.	Remaining Outstanding Balance of Note: ____________*



 


	*	Subject to adjustments for corrections, defaults, interest
and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms of which shall control
in the event of any dispute between the terms of this Conversion Notice and such Transaction Documents.



 


Please transfer the Conversion Shares electronically
(via DWAC) to the following account:


 


	Broker:	 	 	Address:	 
	DTC#:	 	 	 	 
	Account #:	 	 	 	 
	Account Name:	 	 	 	 



 


To the extent the Conversion
Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated shares to Lender via reputable
overnight courier after receipt of this Conversion Notice (by facsimile transmission or otherwise) to:


 


	 	 	 
	 	 	 



 


Sincerely,


 


Lender: 


 


	Streeterville Capital, LLC	 
	 	 
	By:	 	 
	 	John M. Fife, President	 



 


 


 


Exhibit A to Convertible Promissory Note, Page
1