Exhibit
4.5


 


SUPPLEMENTAL
AGREEMENT


 


This
Supplemental Agreement (the “Supplemental Agreement”) is dated as of 12 March 2021 by and between Quantum Infosec Inc. (the
“Vendor”), Guardforce AI Co., Limited (the “Purchaser”) and Handshake Networking Limited (the “Company”).
(collectively the “Parties”).


 


RECITALS:


The
Parties have executed the Sale and Purchase Agreement (the “SPA”) on 4 February 2021 pursuant to which the Vendor agrees
to sell its 51% shares of the Company to the Purchaser or any of its subsidiary company in consideration of the issuance by the Purchaser
of 131,105 ordinary shares, credited as fully paid, to the Vendor.


 


Each
party has got all necessary approval to approve this Supplemental Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing recitals, which shall be considered an integral part of this Supplemental Agreement, the
Parties hereby agree as follow:


 


1.1
In Clause 1.1 of the SPA, the definition of “Completion Date” shall be substituted by the following:


 


““Completion
Date” means 25 March 2021, or another date negotiated and further agreed by Parties. ”


 


1.2
Pursuant to Clause 5.12 of the SPA “It is hereby agreed that the Purchaser shall have the right to add more warranty clauses (by
way of supplemental agreement or side letter) after completing the due diligence review before Completion”, now Parties hereby
agree to add Clause 5.13 with regard to non-competition to the SPA as below:


 


“The
Vendor, Mr Richard James Stagg and Mr David William Walker hereby jointly and severally warrant(s) that they shall not engage in any
business activity that is competitive with or similar to the Company’s business activities, inter alia, in the provision
of IT security consulting services.”


 


1.3
The Parties also hereby agree to add Clause 5.14 to the SPA as below:


 


“The
Vendor, Mr Richard James Stagg and Mr David William Walker hereby jointly and severally warrant(s) that the Purchaser shall not be held
liable for the repayment of any loan that took place before Completion owed by the Vendor or the Company, or any director, shareholder
or officer of which.”


 


1.4
Except for the above, all other terms in the SPA shall remain unchanged.


 


(signature
page to follow)


 






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IN
WITNESS WHEREOF, this Supplemental Agreement has been signed by the Parties hereto on the date set forth above.


 


	SIGNED by 	 
	Richard James Stagg, a director	)
	for and on behalf of	)
	Quantum Infosec Inc.	)
	 	)
	in the presence of:	)






 


	SIGNED
    by 	 
	Terence
    Wing Khai Yap, a director	)
	for
    and on behalf of	)
	Guardforce
    AI Co., Limited	)
	 	)
	in
    the presence of:  	)
	 	 
	SIGNED
    by 	 
	David
    William Walker, a director	)
	for
    and on behalf of	)
	Handshake
    Networking Limited	)
	 	)
	in
    the presence of: 	)



 






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	For
    the purposes of Clauses 1.2 and 1.3 hereof:	 
	 	 
	(I)SIGNED
    SEALED and (J) DELIVERED by )	
	Richard
    James Stagg	)
	(Holder
    of HKID No. R087548(0))	)
	 	)
	in
    the presence of:	)
	 	 
	(II)
    SIGNED SEALED and DELIVERED by	)
	David
    William Walker	)
	(Holder
    of HKID No. XD836507(0))	)
	 	)
	in
    the presence of:	)


 


 


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