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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 29, 2021

 

 

 

GLOBIS ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39786   85-2703418

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

7100 W. Camino Real, Suite 302-48

Boca Raton, Florida

 

33433

(Address of principal executive offices)   (Zip Code)

 

 

 

212-847-3248

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one share of Common Stock, and one Warrant to acquire one share of Common Stock   GLAQU   The Nasdaq Stock Market LLC
Common Stock, par value $0.0001 per share   GLAQ   The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50  

GLAQW

  The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 1.01 Entry Into A Material Definitive Agreement.

 

As previously disclosed, on December 19, 2021, Globis Acquisition Corp., a Delaware corporation (“Globis”), entered into a Securities Purchase Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among Globis, Forafric Agro Holdings Limited, a Gibraltar private company limited by shares (“FAHL”), and Lighthouse Capital Limited, a Gibraltar private company limited by shares (the “Seller”).

 

The Business Combination Agreement provides for the consummation of the following transactions (collectively, the “Business Combination”): (a) Globis will form under the laws of the State of Nevada a wholly-owned subsidiary of Globis (the “Globis Nevada”), change its jurisdiction of incorporation to Nevada by merging with and into Globis Nevada such that Globis Nevada will survive the merger, and Globis Nevada will change its jurisdiction of incorporation by transferring by way of a redomiciliation and domesticating as a Gibraltar public company limited by shares (the “Redomiciliation”) and changing its name to “Forafric Global PLC” (referred to herein as “New Forafric”); and (b) immediately following the effectiveness of the Redomiciliation, New Forafric will acquire 100% of the equity interests in FAHL from the Seller.

 

PIPE Subscription Agreement

 

In connection with the proposed Business Combination, on December 31, 2021, Globis entered into a subscription agreement (the “PIPE Subscription Agreement”) with an “accredited investor” (as such term is defined in Rule 501 of Regulation D) (the “PIPE Investor”), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investor will purchase ordinary shares of New Forafric in a private placement following the Redomiciliation and prior to the closing of the Business Combination (the “Business Combination Closing”). Pursuant to the PIPE Subscription Agreement, the PIPE Investor will purchase, at a purchase price of $10.50 per share, a number of ordinary shares of New Forafric (the “PIPE Shares”) that will be equal to the lesser of (i) 4.99% of all issued and outstanding ordinary shares, after taking into account the completion of the Business Combination and all ordinary shares issued pursuant to the FAHL Bonds (defined below) and other related subscription agreements, if any, and (ii) 1,904,761 ordinary shares (the “PIPE Investment”); accordingly, the maximum aggregate amount to be paid by the PIPE Investor for the PIPE Shares is approximately $20 million. The purpose of the sale of the PIPE Shares is to raise additional capital for use in connection with the Business Combination.

 

The PIPE Shares are identical to the ordinary shares of New Forafric that will be held by Globis’ public stockholders following the Redomiciliation, except that the PIPE Shares will not be entitled to any redemption rights and will not be registered with the U.S. Securities and Exchange Commission (“SEC”).

 

The closing of the sale of the PIPE Shares (the “PIPE Closing”) will be contingent upon the substantially concurrent with the Business Combination Closing. The PIPE Closing will occur on the date of, and substantially concurrently with and conditioned upon the effectiveness of, the Business Combination. The PIPE Closing will be subject to customary conditions, including:

 

all representations and warranties of Globis and the PIPE Investor contained in the PIPE Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined in the PIPE Subscription Agreement), which representations and warranties shall be true in all respects) at, and as of, the PIPE Closing (except that representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such earlier date); and
     
all conditions precedent to the closing of the Business Combination, including the approval by Globis’ stockholders, shall have been satisfied or waived.

 

 

 

 

The PIPE Subscription Agreement will terminate upon the earliest to occur of (i) such date and time as the Business Combination Agreement is validly terminated in accordance with its terms without the Business Combination having been consummated, (ii) upon the mutual written agreement of each of the parties to the PIPE Subscription Agreement and FAHL, (iii) Globis’ notification to the PIPE Investor in writing that it has, with the prior written consent of FAHL, abandoned its plans to move forward with the Business Combination, (iv) the End Date (as defined in the Business Combination Agreement), if the PIPE Closing has not occurred by such date, (v) at the election of the PIPE Investor, on or after the date that is 180 days after the date of the PIPE Subscription Agreement if the PIPE Closing has not occurred on or prior to such date, or (vi) if any of the conditions to the PIPE Closing are not satisfied or waived, or are not capable of being satisfied, on or prior to the PIPE Closing, as a result thereof, the transactions contemplated by the PIPE Subscription Agreement will not be and are not consummated at the PIPE Closing.

 

Pursuant to the PIPE Subscription Agreement, Globis also granted the PIPE Investor certain registration rights whereby Globis has agreed to file (at Globis’ sole cost and expense) a registration statement registering the resale of the PIPE Shares (the “PIPE Resale Registration Statement”) within 30 calendar days after the consummation of the Business Combination. Globis will use its commercially reasonable efforts to have the PIPE Resale Registration Statement declared effective no later than the 60th calendar day following the PIPE Closing (or, in the event the SEC notifies Globis that it will “review” the PIPE Resale Registration Statement, the 120th calendar day following the PIPE Closing).

 

A copy of the PIPE Subscription Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the PIPE Subscription Agreements is qualified in its entirety by reference to the full text of the PIPE Subscription Agreement filed with this Current Report on Form 8-K.

 

Convertible Bonds Offering

 

In connection with the proposed Business Combination, between December 31, 2021 and January 3, 2022, affiliates (each a “Bond Investor”) of Up and Up Capital, LLC and Globis SPAC LLC, the sponsors of Globis, subscribed for convertible bonds of FAHL, as issuer (the “Bonds Issuer”), in an aggregate principal amount of $9.5 million (the “FAHL Bonds”) in a private placement, issued pursuant to a Bond Subscription Deed (the “Bond Subscription Deed”), among the Bonds Issuer, the Seller and the Bond Investors. The FAHL Bonds are unsecured obligations of the Bonds Issuer and are not transferable without the consent of the Bonds Issuer (such consent not to be unreasonably withheld). The Bonds Issuer intends to use the proceeds from the sale of the FAHL Bonds for general working capital and/or capital expenditure requirements.

 

Unless earlier converted or redeemed in accordance with the terms of the FAHL Bonds, the FAHL Bonds will mature and be redeemed on June 15, 2026. Interest shall accrue on the FAHL Bonds at a rate of 6% per annum and the Bond Investors are entitled to certain customary information rights.

 

Pursuant to the current terms of the FAHL Bonds, upon consummation of the Business Combination, the FAHL Bonds will automatically convert into ordinary shares of New Forafric at at a price per share that is a 10% discount to the PIPE Investment, subject to certain adjustments. The number of ordinary shares will be equal to the quotient that results from dividing the aggregate principal amount of the respective FAHL Bond by $9.45, subject to certain adjustments.

 

 

 

 

Pursuant to a letter of acknowledgement (the “Acknowledgement”), Globis also granted the Bond Investors certain registration rights whereby Globis has agreed to file (at Globis’ sole cost and expense) a registration statement registering the resale of the ordinary shares issued upon conversion of the FAHL Bonds (the “Bonds Resale Registration Statement”) within 45 calendar days after the Business Combination Closing, if these ordinary shares are not registered in connection with the consummation of the Business Combination. Globis will use its commercially reasonable efforts to have the Bonds Resale Registration Statement declared effective as soon as practicable after the filing thereof.

 

Copies of the Bond Subscription Deed and Acknowledgement are filed with this Current Report on Form 8-K as Exhibits 10.2 and 10.3 and are incorporated herein by reference. The foregoing description of the Bond Subscription Deed and Acknowledgement are qualified in their entirety by reference to the full text of the Bond Subscription Deed and Acknowledgement filed with this Current Report on Form 8-K.

 

Amendment No. 4 to Promissory Note with Globis SPAC LLC

 

As previously disclosed, on January 11, 2021, Globis issued an unsecured convertible promissory note (as amended, the “Note”) to Globis SPAC LLC (the “Lender”), which provides for borrowings from time to time of up to an aggregate of $1,000,000. The Note bears no interest and is due and payable upon the date on which Globis consummates its initial business combination. On April 28, 2021, the Note was amended to terminate the option for the Lender to convert the amount outstanding under the Note into warrants entitling the holder to purchase one share of common stock of Globis at a price of $11.50 per share, subject to adjustment. The Note was further amended on July 19, 2021 and October 13, 2021 to increase the principal amount of the Note to $2,000,000 and then $3,000,000, respectively.

 

On December 29, 2021, the Note was further amended to increase the principal amount of the Note to $5,000,000. A copy of Amendment No. 4 to the Note is filed with this Current Report on Form 8-K as Exhibit 10.4 and is incorporated herein by reference. The foregoing description of Amendment No. 4 to the Note is qualified in its entirety by reference to the full text of Amendment No. 4 to the Note filed with this Current Report on Form 8-K.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K under the headings “PIPE Subscription Agreement” and “Convertible Bonds Offering” is incorporated by reference herein. The PIPE Shares that may be issued in connection with the Subscription Agreement and the ordinary shares of New Forafric issuable upon automatic conversion of the FAHL Bonds will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.

 

Additional Information

 

In connection with the Business Combination, Globis Nevada, a wholly-owned subsidiary of Globis, intends to file with the SEC a Registration Statement on Form S-4 (the “Registration Statement”), which will include a preliminary prospectus and preliminary proxy statement. Globis will mail a definitive proxy statement/final prospectus and other relevant documents to its stockholders. This communication is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus or any other document that Globis will send to its stockholders in connection with the Business Combination. Investors and security holders of Globis are advised to read, when available, the proxy statement/prospectus in connection with Globis’ solicitation of proxies for its extraordinary general meeting of stockholders to be held to approve the Business Combination (and related matters) because the proxy statement/prospectus will contain important information about the Business Combination and the parties to the Business Combination. The definitive proxy statement/final prospectus will be mailed to stockholders of Globis as of a record date to be established for voting on the Business Combination. stockholders will also be able to obtain copies of the proxy statement/prospectus, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: 7100 W. Camino Real, Suite 302-48, Boca Raton, Florida.

 

 

 

 

Participants in the Solicitation

 

Globis, the Seller, FAHL and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Globis’ stockholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of Globis’ directors and officers in Globis’ filings with the SEC, including the Registration Statement to be filed with the SEC by Globis, which will include the proxy statement of Globis for the Business Combination, and such information and names of FAHL’s managers and executive officers will also be in the Registration Statement to be filed with the SEC by Globis, which will include the proxy statement of Globis for the Business Combination.

 

Forward Looking Statements

 

Certain statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination between Globis, the Seller and FAHL, the estimated or anticipated future results and benefits of the combined company following the Business Combination, including the likelihood and ability of the parties to successfully consummate the Business Combination, future opportunities for the combined company, and other statements that are not historical facts.

 

These statements are based on the current expectations of Globis’ management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Globis and Seller. These statements are subject to a number of risks and uncertainties regarding Globis’ businesses and the Business Combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to, general economic, political and business conditions; the inability of the parties to consummate the Business Combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination; the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Business Combination; the risk that the approval of the stockholders of Globis or FAHL for the potential transaction is not obtained; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating the potential transaction or difficulty in integrating the businesses of Globis and FAHL; the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; the ability of the combined company to grow and manage growth profitably and retain its key employees; the amount of redemption requests made by Globis’ stockholders; the inability to obtain or maintain the listing of the post-acquisition company’s securities on The Nasdaq Stock Market LLC following the Business Combination; costs related to the Business Combination; and those factors discussed in Globis’ final prospectus relating to its initial public offering, dated December 10, 2020, and other filings with the SEC. There may be additional risks that Globis presently does not know or that Globis currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide Globis’ expectations, plans or forecasts of future events and views as of the date of this communication. Globis anticipates that subsequent events and developments will cause Globis’ assessments to change. However, while Globis may elect to update these forward-looking statements at some point in the future, Globis specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Globis’ assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

 

 

 

Disclaimer

 

This Current Report is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number   Description
10.1†   Subscription Agreement, dated as of December 31, 2021, by and between Globis Acquisition Corp. and the PIPE Investor.
10.2†   Bond Subscription Deed, dated as of December 31, 2021, by and among Forafric Agro Holdings Limited, Lighthouse Capital Limited and the Bond Investors.
10.3   Acknowledgement, dated as of January 2, 2022, executed by Globis Acquisition Corp.
10.4   Amendment No. 4 to Promissory Note, dated as of December 29, 2021, by and between Globis Acquisition Corp. and Globis SPAC LLC.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: January 4, 2022 GLOBIS ACQUISITION CORP.
     
     
  By: /s/ Paul Packer
  Name: Paul Packer
  Title: Chief Executive Officer and Chief Financial Officer

 

 

 

Exhibit 10.1

 

SUBSCRIPTION AGREEMENT

 

Globis Acquisition Corp.

7100 W. Camino Real, Suite 302-48

Boca Raton, Florida 33433

 

Ladies and Gentlemen:

 

This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Globis Acquisition Corp., a Delaware corporation (“Globis”), and the undersigned subscriber (the “Investor”), in connection with the Securities Purchase Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among Globis, Lighthouse Capital Limited, a Gibraltar private company limited by shares (“Lighthouse”), and Forafric Agro Holdings Limited, a Gibraltar private company limited by shares (the “Company”), pursuant to which, among other things, Lighthouse will sell to Globis all of its right, title, and interest in and to all equity securities of the Company, upon the terms and subject to the conditions set forth in the Transaction Agreement and, such that after giving effect to such acquisition, the Company will become a wholly-owned subsidiary of Globis, on the terms and subject to the conditions therein (the transactions contemplated by the Transaction Agreement, the “Transaction”). In connection with the Transaction, Globis is seeking commitments from interested investors to purchase, following the Redomiciliation (as defined below) and prior to the closing of the Transaction, Globis’s ordinary shares (the “Shares”), in a private placement for a purchase price of $10.50 per share (the “Per Share Purchase Price”). Globis plans to enter into subscription agreements (the “Other Subscription Agreements” and together with this Subscription Agreement, the “Subscription Agreements”) with certain other investors (the “Other Investors” and together with the Investor, the “Investors”), pursuant to which the Investors will have agreed to purchase on the closing date of the Transaction additional Shares, at the Per Share Purchase Price. Prior to the closing of the Transaction (and as more fully described in the Transaction Agreement), Globis will (i) form a wholly-owned subsidiary under the laws of the State of Nevada (the “New Subsidiary”), (ii) merge with and into the New Subsidiary such that the New Subsidiary will survive the merger and succeed to all of the rights, privileges, immunities, properties, powers, liabilities, and obligations of Globis, including such rights, privileges, immunities, properties, powers, liabilities, and obligations pursuant to this Subscription Agreement, and (iii) change its jurisdiction of incorporation from the State of Nevada to Gibraltar by effecting a redomiciliation in accordance with the applicable provisions of the Nevada Business Corporation Act and continuing and re-domiciling as a Gibraltar public company (the “Redomiciliation”) pursuant to and in accordance with the Companies Act 2014 of the Laws of Gibraltar (the “Companies Act”) and the Companies (Re-domiciliation) Regulations 1996 of the Laws of Gibraltar. The aggregate purchase price to be paid by the Investor for the subscribed Shares at the Per Share Purchase Price is referred to herein as the “Subscription Amount.”

 

 
 

 

In connection therewith, and in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth herein, and intending to be legally bound hereby, each of the Investor and Globis acknowledges and agrees as follows:

 

1. Subscription. On the terms and subject to the conditions provided for herein, the Investor hereby irrevocably subscribes for and agrees to purchase from Globis at the Closing (as defined below) upon the payment of the Subscription Amount, a number of Shares equal to the lesser of (a) an amount that is 4.99% of all issued and outstanding Shares on the Closing Date after taking into account the completion of the Transaction and the issuance of all Shares pursuant to the Subscription Agreements on the Closing Date, and (b) 1,904,761 Shares (such lesser number, the “Investor’s Shares”). The Investor acknowledges and agrees that Globis reserves the right to accept or reject the Investor’s subscription for the Investor’s Shares for any reason or for no reason, in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by Globis only when this Subscription Agreement is signed by a duly authorized person by or on behalf of Globis; Globis may do so in counterpart form. The Investor acknowledges and agrees that, as a result of the Redomiciliation, the Shares (including the Investor’s Shares) that will be issued pursuant hereto shall be ordinary shares, nominal value $0.001 per share, of a Gibraltar public company (and not, for the avoidance of doubt, shares of common stock in a Delaware corporation).

 

2. Closing. The closing of the issuance and sale of the Investor’s Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur on the date of, and substantially concurrently with and conditioned upon the effectiveness of, the Transaction. Upon (a) the satisfaction or waiver of the conditions set forth in Section 3 below and (b) delivery of written notice from (or on behalf of) Globis to the Investor (the “Closing Notice”), that Globis reasonably expects all conditions to the closing of the Transaction to be satisfied or waived on a date that is not less than five (5) business days after the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to Globis, three (3) business days prior to the closing date specified in the Closing Notice (the “Closing Date”), the Subscription Amount by wire transfer in immediately available funds to the account(s) specified by Globis in the Closing Notice. On the Closing Date, Globis shall issue a number of the Investor’s Shares to the Investor determined in accordance with Section 1 of this Subscription Agreement and subsequently cause such Investor’s Shares to be registered in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under applicable securities laws, in the name of the Investor (or its nominee in accordance with its delivery instructions) or to a custodian designated by Investor, as applicable, on Globis’s share register; provided, however, that Globis’s obligation to issue the Investor’s Shares to the Investor is contingent upon Globis having received the Subscription Amount in full accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business. In the event the Closing of the Transaction does not occur within two (2) business days of the anticipated Closing Date identified in the Closing Notice, Globis shall promptly (but not later than one (1) business day thereafter) return the Subscription Amount to the Investor, and any book entries shall be deemed cancelled. For purposes of this Subscription Agreement, “business day” shall mean any day other than (x) a Saturday or Sunday or (y) a day on which the banking institutions located in New York, New York are permitted or required by law, executive order or governmental decree to remain closed.

 

 
 

 

3. Closing Conditions.

 

a. The obligation of the parties hereto to consummate the purchase and sale of the Investor’s Shares pursuant to this Subscription Agreement is subject to the following conditions:

 

(i) no applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby; and

 

(ii) all conditions precedent to the closing of the Transaction under the Transaction Agreement shall have been satisfied or waived (as determined by the parties to the Transaction Agreement and other than those conditions under the Transaction Agreement which, by their nature, are to be fulfilled at the closing of the Transaction, including to the extent that any such condition is dependent upon the consummation of the purchase and sale of the Shares pursuant to this Subscription Agreement).

 

b. The obligation of Globis to consummate the issuance and sale of the Investor’s Shares pursuant to this Subscription Agreement shall be subject to the condition that all representations and warranties of the Investor contained in this Subscription Agreement are true and correct in all material respects at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations and warranties of the Investor contained in this Subscription Agreement as of the Closing Date.

 

c. The obligation of the Investor to consummate the purchase of the Shares pursuant to this Subscription Agreement shall be subject to the following conditions: (i) all representations and warranties of Globis contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Closing Date (other than any applicable representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such earlier date), and consummation of the Closing shall constitute a reaffirmation by Globis of each of the representations and warranties of Globis contained in this Subscription Agreement as of the Closing Date; (ii) Globis shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, except where the failure of such performance, satisfaction or non-compliance would not or would not reasonably be expected to prevent, materially delay or materially impair the ability of Globis to consummate the Closing; (iii) without the Investor’s prior written consent, there shall not have been any waiver, amendment or modification to the Transaction Agreement (as the same exists on the date of this Subscription Agreement) that would materially adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement; and (iv) no suspension of the qualification of the Investor’s Shares for offering or sale or trading on the Nasdaq (as defined herein), or initiation or threatening of any proceedings for any of such purposes, shall have occurred.

 

 
 

 

4. Further Assurances. At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the subscription as contemplated by this Subscription Agreement.

 

5. Globis Representations and Warranties. Globis represents and warrants to the Investor that:

 

a. Globis is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Globis has all corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement. As of the Closing Date, following the Redomiciliation, Globis will be duly incorporated, validly existing as a public limited company and in good standing under the laws of Gibraltar.

 

b. As of the Closing Date, the Investor’s Shares will be duly authorized and, when issued and delivered to the Investor against full payment therefor in accordance with the terms of this Subscription Agreement, the Investor’s Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under Globis’s memorandum of association and articles of association (as amended to the Closing Date) or under the Companies Act.

 

c. This Subscription Agreement and the Transaction Agreement have been duly authorized, executed and delivered by Globis and, assuming that the Transaction Agreement constitutes a valid and binding agreement of the Company and Lighthouse and that this Subscription Agreement constitutes the valid and binding agreement of the Investor, this Subscription Agreement and the Transaction Agreement are enforceable against Globis in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law or equity.

 

d. The execution and delivery by Globis of this Subscription Agreement and the Transaction Agreement and the performance by Globis of its obligations thereunder, including the issuance and sale of the Investor’s Shares, the compliance by Globis with all of the provisions of this Subscription Agreement and the consummation by Globis of the transactions contemplated herein, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Globis or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Globis or any of its subsidiaries is a party or by which Globis or any of its subsidiaries is bound or to which any of the property or assets of Globis is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of Globis and its subsidiaries, taken as a whole (a “Material Adverse Effect”), or materially affect the validity of the Investor’s Shares or the legal authority of Globis to comply in all material respects with the terms of this Subscription Agreement; (ii) result in any breach or violation of the provisions of the organizational documents of Globis (including the organizational documents after giving effect to the Redomiciliation); or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Globis or any of their properties that would reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Shares or the legal authority of Globis to comply in all material respects with this Subscription Agreement.

 

 
 

 

e. There are no securities or instruments issued by or to which Globis is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares (including the Investor’s Shares), that have not been or will not be validly waived on or prior to the Closing Date.

 

f. Globis is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the organizational documents of Globis, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which Globis is a party or by which Globis’ properties or assets are bound, or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Globis or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

 

g. Globis has furnished to the Investor a true and correct copy of the Transaction Agreement, including all exhibits, annexes and disclosure schedules thereto.

 

h. Assuming the accuracy of Investor’s representations and warranties in Section 6 of this Subscription Agreement, Globis is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by Globis of this Subscription Agreement (including, without limitation, the issuance of the Investor’s Shares), other than (i) the filing with the Securities and Exchange Commission (the “Commission”) of the Registration Statement (as defined below), (ii) filings required by applicable state or federal securities laws, (iii) the filings required in connection with the Redomiciliation, (iv) the filings required in accordance with Section 10(n), (v) those required by the Nasdaq (as defined herein), including with respect to obtaining stockholder approval, (vi) the filing of notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or other anti-trust filings under the laws of other jurisdictions, if applicable; and (vii) those the failure of which to obtain would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or have a material adverse effect on the Issuer’s ability to consummate the transactions contemplated hereby, including the sale and issuance of the Investor’s Shares.

 

 
 

 

i. Except as disclosed in an amended SEC Report (as defined below) or subsequent SEC Report, as of their respective dates, all reports (as amended and/or supplemented, the “SEC Reports”) filed by Globis with the U.S. Securities and Exchange Commission (the “SEC”) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended, (the “Securities Act”) and/or the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of Globis included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position of Globis as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. A copy of each SEC Report is available to the Investor via the SEC’s EDGAR system. To the knowledge of Globis, there are no material outstanding or unresolved comments in comment letters from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports.

 

j. Assuming the accuracy of the Investor’s representations and warranties set forth in Section 6, no registration under the Securities Act is required for the offer and sale of the Shares by Globis to the Investor hereunder. The Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

 

k. Except for such matters as have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, as of the date hereof, there is no (i) action, suit, claim or other proceeding, in each case by or before any governmental authority pending, or, to the knowledge of Globis, threatened against Globis or (ii) judgment, decree, injunction, ruling or order of any governmental entity or arbitrator outstanding against Globis. Globis has not received any written communication from a governmental entity that alleges that Globis is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

 

l. As of the date of this Subscription Agreement, the authorized capital stock of Globis consists of (i) 100,000,000 shares of common stock, par value $0.0001 per share, 15,050,833 of which are issued and outstanding, (ii) 1,000,000 shares of preferred stock, par value $0.0001 per share, none of which are issued or outstanding, and (iii) 15,789,722 warrants to purchase common stock of Globis are issued and outstanding. On the date of Closing, after giving effect to the Redomiciliation and before the Investor’s Shares are issued to the Investor pursuant to this Subscription Agreement and Shares are issued to the Other Investors pursuant to the Other Subscription Agreements and before Shares are issued to holders of securities convertible into Shares (the “Relevant Time”), a maximum of 15,050,833 Shares will be issued and outstanding and (ii) a maximum of 15,789,722 warrants to purchase common stock of Globis will be issued and outstanding. At the Relevant Time all (1) issued and outstanding shares of common stock of Globis will have been duly authorized, validly issued, fully paid and non-assessable and (2) outstanding warrants will have been duly authorized, validly issued and non-assessable.

 

 
 

 

m. Except as set forth above and pursuant to the Other Subscription Agreements, the Transaction Agreement and the other agreements and arrangements referred to therein, as of the date hereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from Globis any common stock or other equity interests in Globis, or securities convertible into or exchangeable or exercisable for such equity interests. As of the date hereof, Globis has no subsidiaries and does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated or unincorporated. There are no shareholder agreements, voting trusts or other agreements or understandings to which Globis is a party or by which it is bound relating to the voting of any securities of Globis, other than (1) as set forth in the SEC Reports and (2) as contemplated by the Transaction Agreement.

 

n. As of the date of this Subscription Agreement, the issued and outstanding common stock of Globis is registered pursuant to Section 12(b) of the Exchange Act, and is listed for trading on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “GLAQ.” There is no suit, action, proceeding or investigation pending or, to the knowledge of Globis, threatened against Globis by Nasdaq or the SEC with respect to any intention by such entity to deregister the Shares or prohibit or terminate the listing of the Shares on Nasdaq. Globis has taken no action that is designed to terminate the registration of the Shares under the Exchange Act.

 

o. Neither Globis nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Subscription Amount.

 

p. Globis has not entered into any side letter or similar agreement with any Other Investor or any other investor in connection with such Other Investor’s or such other investor’s direct or indirect investment in Globis other than (i) the Transaction Agreement, (ii) the Other Subscription Agreements; provided, that no Other Subscription Agreement included a purchase price per share that is lower than the Per Share Purchase Price, (iii) that certain Letter Agreement, dated December 10, 2020 by and among Globis and the other parties thereto and (iv) confidentiality agreements with each of the Other Investors. The Other Subscription Agreements have not been amended in any material respect following the date of this Subscription Agreement and reflect the same Per Share Purchase Price and terms that are no more favorable to any such Other Investor thereunder than the terms of this Subscription Agreement.

 

 
 

 

6. Investor Representations and Warranties. The Investor represents and warrants to Globis that:

 

a. The Investor (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring the Investor’s Shares only for his, her or its own account and not for the account of others, or if the Investor is subscribing for the Investor’s Shares as a fiduciary or agent for one or more investor accounts, the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the Investor’s Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and shall provide the requested information set forth on Schedule A). The Investor is not an entity formed for the specific purpose of acquiring the Investor’s Shares.

 

b. The Investor acknowledges and agrees that the Investor’s Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Investor’s Shares have not been registered under the Securities Act. The Investor acknowledges and agrees that the Investor’s Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act except (i) to Globis or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of clauses (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates representing the Investor’s Shares shall contain a restrictive legend to such effect and, as a result, the Investor may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Shares and may be required to bear the financial risk of an investment in the Investor’s Shares for an indefinite period of time. The Investor acknowledges and agrees that the Investor’s Shares will not immediately be eligible for resale pursuant to Rule 144 promulgated under the Securities Act. The Investor acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Investor’s Shares.

 

c. The Investor acknowledges and agrees that the Investor is purchasing the Investor’s Shares from Globis. The Investor further acknowledges that there have been no representations, warranties, covenants and agreements made to the Investor by or on behalf of Globis, the Company, any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of Globis expressly set forth in this Subscription Agreement.

 

d. The Investor’s acquisition and holding of the Investor’s Shares will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended, or any applicable similar law.

 

 
 

 

e. The Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in order to make an investment decision with respect to the Shares, including, with respect to Globis, the Transaction and the business of the Company and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that he, she or it has had the opportunity to review Globis’s SEC Reports. The Investor acknowledges and agrees that the Investor and the Investor’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares.

 

f. The Investor became aware of this offering of the Shares solely by means of direct contact between the Investor and Globis, the Company or a representative of Globis or the Company, and the Shares were offered to the Investor solely by direct contact between the Investor and Globis, the Company or a representative of Globis or the Company. The Investor did not become aware of this offering of the Investor’s Shares, nor were the Investor’s Shares offered to the Investor, by any other means. The Investor acknowledges that the Investor’s Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation, Globis, the Company, any of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the representations and warranties of Globis contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in Globis.

 

g. The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Investor’s Shares, including those set forth in Globis’s SEC Reports. The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Investor’s Shares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision. The Investor is able to sustain a complete loss on its investment in the Investor’s Shares, has no need for liquidity with respect to its investment in the Investor’s Shares and has no reason to anticipate any change in circumstances, financial or otherwise, which may cause or require any sale or distribution of all or any part of the Investor’s Shares.

 

h. Alone, or together with any professional advisor(s), the Investor has adequately analyzed and fully considered the risks of an investment in the Investor’s Shares and determined that the Investor’s Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in Globis. The Investor acknowledges specifically that a possibility of total loss exists.

 

i. In making its decision to purchase the Investor’s Shares, the Investor has relied solely upon independent investigation made by the Investor.

 

j. The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Investor’s Shares or made any findings or determination as to the fairness of this investment.

 

 
 

 

k. The Investor, if not an individual, has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction of formation or incorporation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.

 

l. The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor, have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not an individual, will not violate any provisions of the Investor’s organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be applicable. The signature on this Subscription Agreement is genuine, and the signatory, if the Investor is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual, the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.

 

m. The Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (each, a “Prohibited Investor”). The Investor agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Shares were legally derived.

 

n. The Investor acknowledges that it is not aware of any disclosure or offering document has been prepared in connection with the offer and sale of the Investor’s Shares.

 

o. In connection with the issue and purchase of the Investor’s Shares, no person, firm or corporation has acted as the Investor’s financial advisor or fiduciary.

 

 
 

 

p. The Investor will have, when required to deliver payment to Globis pursuant to Section 2 above, sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Investor’s Shares pursuant to this Subscription Agreement.

 

7. Registration Rights.

 

a. Globis agrees that, within thirty (30) calendar days after the consummation of the Transaction, Globis will file with the SEC (at Globis’ sole cost and expense) a registration statement registering the resale of the Investor’s Shares (the “Registration Statement”), and Globis shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 120th calendar day if the Commission notifies Globis that it will “review” the Registration Statement) following the Closing and (ii) the 10th business day after the date Globis is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Effective Date”); provided, however, that Globis’ obligations to include the Investor’s Shares in the Registration Statement are contingent upon the Investor furnishing in writing to Globis such information regarding the Investor, the securities of the Issuer held by Investor and the intended method of disposition of the Investor Shares as shall be reasonably requested by the Issuer to effect the registration of the Investor’s Shares, and Investor shall execute such documents in connection with such registration as Globis may reasonably request that are customary of a selling stockholder in similar situations, including providing that Globis shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder. Notwithstanding the foregoing, if the SEC prevents Globis from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Shares or otherwise, such Registration Statement shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted by the Commission. In such event, the number of Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders. Upon notification by the Commission that the Registration Statement has been declared effective by the Commission, within one (1) business day thereafter, Globis shall file the final prospectus under Rule 424 of the Securities Act. Globis will provide a draft of the Registration Statement to the Investor for review at least two (2) business days in advance of filing the Registration Statement. In no event shall the Investor be identified as a statutory underwriter in the Registration Statement unless requested by the SEC.

 

 

 

 

b. In the case of the registration, qualification, exemption or compliance effected by Globis pursuant to this Subscription Agreement, Globis shall, upon reasonable request, inform the Investor as to the status of such registration, qualification, exemption and compliance. At its expense the Issuer shall:

 

(i) except for such times as Globis is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws which the Issuer determines to obtain, continuously effective with respect to the Investor, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of the following: (1) the Investor ceases to hold any of the Investor’s Shares or (2) the date all Investor’s Shares held by the Investor may be sold without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 promulgated under the Securities Act and without the requirement for Globis to be in compliance with the current public information required under Rule 144(c)(1) or Rule 144(i)(2), as applicable, and (3) two years from the Effective Date of the Registration Statement.

 

(ii) advise the Investor within two (2) business days:

 

(1) when a Registration Statement or any amendment thereto has been filed with the Commission and when such Registration Statement or any post-effective amendment thereto has become effective;

 

(2) of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information;

 

(3) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such purpose;

 

(4) of the receipt by Globis of any notification with respect to the suspension of the qualification of the Investor’s Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

 

(5) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in the Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading.

 

Notwithstanding anything to the contrary set forth herein, Globis shall not, when so advising the Investor of such events, provide the Investor with any material, nonpublic information regarding Globis other than to the extent that providing notice to the Investor of the occurrence of the events listed in (1) through (5) above constitutes material, nonpublic information regarding the Issuer;

 

(iii) use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement as soon as reasonably practicable;

 

 
 

 

(iv) upon the occurrence of any event contemplated above, except for such times as Globis is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, Globis shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Investor’s Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

 

(v) use its commercially reasonable efforts to cause all Investor’s Shares to be listed on each securities exchange or market, if any, on which the Shares have been listed or admitted to trading;

 

(vi) use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Investor’s Shares contemplated hereby and to enable Investor to sell the Investor’s Shares under Rule 144; and

 

(vii) remove the legend described in Section 6(b) above (or instruct its transfer agent to so remove such legend) from the Investor’s Shares if (1) the Registration Statement has become effective under the Securities Act, (2) the Investor’s Shares are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of Globis), or (3) such Investor’s Shares are eligible for sale under Rule 144, without the requirement for Globis to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. The Investor agrees to provide Globis, its counsel and/or the transfer agent with evidence reasonably requested by it in order to cause the removal of the legend described in Section 2(b)(ii) (the “Representations”). Any fees (with respect to the transfer agent, Globis’ counsel or otherwise) associated with the issuance of any legal opinion required by Globis’ transfer agent or the removal of such legend shall be borne by Globis. If a legend is no longer required pursuant to the foregoing, Globis will no later than three (3) Business Days following the delivery by the Investor to Globis or the transfer agent (with notice to Globis) of a legended certificate or instrument representing Investor’s Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and the Representations, deliver or cause to be delivered to such applicable holder a certificate or instrument (as the case may be) representing such Investor’s Shares that is free from all restrictive legends. Certificates for Investor’s Shares free from all restrictive legends may be transmitted by the transfer agent to the applicable holders by crediting the account of the applicable holder’s prime broker with DTC as directed by such applicable holder.

 

 
 

 

c. Notwithstanding anything to the contrary in this Subscription Agreement, Globis shall be entitled to delay or postpone the effectiveness of the Registration Statement, and from time to time to require the Investor not to sell under the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Issuer or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event Globis’ board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by Globis in the Registration Statement of material information that Globis has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of Globis’ board of directors, upon the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that Globis may not delay or suspend the Registration Statement on more than two (2) occasions or for more than sixty (60) consecutive calendar days, or more than ninety (90) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from Globis of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, the Investor agrees that (i) it will immediately discontinue offers and sales of the Investor’s Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until the Investor receives copies of a supplemental or amended prospectus (which Globis agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by Globis that the Investor may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by Globis unless otherwise required by law or subpoena. If so directed by Globis, the Investor will deliver to Globis or, in the Investor’s sole discretion destroy, all copies of the prospectus covering the Investor’s Shares in the Investor’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Investor’s Shares shall not apply (1) to the extent the Investor is required to retain a copy of such prospectus (x) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document retention policy or (2) to copies stored electronically on archival servers as a result of automatic data back-up. The Investor shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Investor’s Shares.

 

d. The Investor may deliver written notice (an “Opt-Out Notice”) to Globis requesting that the Investor not receive notices from Globis otherwise required by this Section 7; provided, however, that the Investor may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from the Investor (unless subsequently revoked), (i) Globis shall not deliver any such notices to the Investor and the Investor shall no longer be entitled to the rights associated with any such notice and (ii) each time prior to the Investor’s intended use of an effective Registration Statement, the Investor will notify Globis in writing at least two (2) business days in advance of such intended use, and if a notice of a Suspension Event was previously delivered (or would have been delivered but for the provisions of this Section 7(d)) and the related suspension period remains in effect, Globis will so notify the Investor, within one (1) business day of the Investor’s notification to Globis, by delivering to Globis a copy of such previous notice of Suspension Event, and thereafter will provide the Investor with the related notice of the conclusion of such Suspension Event immediately upon its availability.

 

 
 

 

e. Globis shall, notwithstanding any termination of this Subscription Agreement, indemnify, defend and hold harmless the Investor (to the extent a seller under the Registration Statement), the officers, directors and agents of the Investor, and each person who controls the Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, from and against any and all out-of-pocket losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (ii) any violation or alleged violation by Globis of the Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations under this Section 6, except to the extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information regardingthe Investor furnished in writing to Globis by the Investor expressly for use therein or the Investor has omitted a material fact from such information or otherwise violated the Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder; provided, however, that the indemnification contained in this Section 7 shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of Globis (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall Globis be liable for any Losses to the extent they arise out of or are based upon a violation that occurs (1) in reliance upon and in conformity with written information furnished by the Investor, (2) in connection with any failure of such person to deliver or cause to be delivered a prospectus made available by Globis in a timely manner or (3) in connection with any offers or sales effected by or on behalf of Investor in violation of Section 7(c) hereof. Globis shall notify the Investor promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 7 of which the Issuer receives notice in writing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party and shall survive the Transfer of the Investor’s Shares by the Investor.

 

f. The Investor shall, severally and not jointly, indemnify and hold harmless Globis, its directors, officers, agents and employees, and each person who controls Globis (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, (i) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or (ii) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, with respect to (i) and/or (ii), to the extent, but only to the extent, that such untrue or alleged untrue statements or omissions or alleged omissions are based upon information regarding the Investor furnished in writing to Globis by the Investor expressly for use therein; provided, however, that the indemnification contained in this Section 7(f) shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the consent of the Investor (which consent shall not be unreasonably withheld, conditioned or delayed). In no event shall the liability of the Investor be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Investor’s Shares giving rise to such indemnification obligation. The Investor shall notify Globis promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 7(f) of which the Investor is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party and shall survive the Transfer of the Investor’s Shares by the Investor. Globis may amend the Registration Statement so as to convert the Registration Statement to a Registration Statement on Form S-3 (or F-3, as applicable) at such time after Globis becomes eligible to use such Form S-3 (or F-3, as applicable). Globis’s obligations to include the Investor’s Shares issued pursuant to this Subscription Agreement (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Investor furnishing in writing to Globis such information regarding the Investor, the securities of Globis held by the Investor and the intended method of disposition of such Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by Globis to effect the registration of such Shares, and shall execute such documents in connection with such registration as Globis may reasonably request that are customary of a selling stockholder in similar situations.

 

 

 

 

8. Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time as the Transaction Agreement is terminated in accordance with its terms without the Transaction having been consummated, (b) upon the mutual written agreement of each of the parties hereto and the Company to terminate this Subscription Agreement, (c) Globis’s notification to the Investor in writing that it has, with the prior written consent of the Company, abandoned its plans to move forward with the Transaction, (d) the End Date (as defined in the Transaction Agreement), if the Closing has not occurred by such date, or (e) at the election of the Investor, on or after the date that is 180 days after the date of this Subscription Agreement if the Closing has not occurred on or prior to such date, or (f) if any of the conditions to Closing set forth in Section 3 of this Subscription Agreement are not satisfied or waived, or are not capable of being satisfied, on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement will not be and are not consummated at the Closing (the termination events described in clauses (a)–(f) above, collectively, the “Termination Events”); provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from any such willful breach. Globis shall notify the Investor of the termination of the Transaction Agreement promptly after the termination of such agreement. Upon the occurrence of any Termination Event, this Subscription Agreement shall be void and of no further effect and any monies paid by the Investor to Globis in connection herewith shall promptly (and in any event within one business day) following the Termination Event be returned to the Investor.

 

9. Trust Account Waiver. The Investor acknowledges that Globis is a blank check company with the powers and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving Globis and one or more businesses or assets. The Investor further acknowledges that, as described in Globis’s prospectus relating to its initial public offering dated December 10, 2020 (the “Prospectus”) available at www.sec.gov, substantially all of Globis’s assets consist of the cash proceeds of Globis’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit of Globis, its public shareholders and the underwriters of Globis’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released to Globis to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of Globis entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held in the Trust Account, and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement; provided, however, that nothing in this Section 9 shall be deemed to limit the Investor’s right, title, interest or claim to any monies held in the Trust Account by virtue of its record or beneficial ownership of shares of common stock of Globis currently outstanding on the date hereof, pursuant to a validly exercised redemption right with respect to any such shares of common stock, except to the extent that the Investor has otherwise agreed with Globis to not exercise such redemption right.

 

10. Miscellaneous.

 

a. Neither this Subscription Agreement nor any rights that may accrue to the Investor hereunder (other than the Shares acquired hereunder, if any) may be transferred or assigned.

 

b. Globis may request from the Investor such additional information as Globis may deem necessary to register the resale of the Investor’s Shares and evaluate the eligibility of the Investor to acquire the Investor’s Shares, and the Investor shall provide such information as may reasonably be requested. The Investor acknowledges that Globis may file a copy of this Subscription Agreement with the SEC as an exhibit to a periodic report or a registration statement of Globis.

 

c. Each party to this Subscription Agreement acknowledges that the other party hereto and the Company will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement. Prior to the Closing, each party to this Subscription Agreement agrees to promptly notify the other party hereto and the Company if any of the acknowledgments, understandings, agreements, representations and warranties made by such party in this Subscription Agreement are no longer accurate. Each party to this Subscription Agreement acknowledges and agrees that upon each purchase by the Investor of Shares from Globis such party will be deemed to a reaffirm the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notice) by such party as of the time of such purchase.

 

d. Globis and the Company are each entitled to rely upon this Subscription Agreement and each is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby; provided, however, that the foregoing clause of this Section 10(d) shall not give the Company any rights other than those expressly set forth herein and, without limiting the generality of the foregoing and for the avoidance of doubt, in no event shall the Company be entitled to rely on any of the representations and warranties of Globis set forth in this Subscription Agreement.

 

 
 

 

e. All of the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.

 

f. This Subscription Agreement may not be modified, waived or terminated (other than pursuant to the terms of Section 8 above) except by an instrument in writing, signed by each of the parties hereto, provided, however, that no modification or waiver by Globis of the provisions of this Subscription Agreement shall be effective without the prior written consent of the Company (other than modifications or waivers that are solely ministerial in nature or otherwise immaterial and do not affect any economic or any other material term of this Subscription Agreement). No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.

 

g. This Subscription Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. Except as set forth in Section 7, Section 8, Section 10(c), Section 10(d), Section 10(f), this Section 10(g), the last sentence of Section 10(k), and Section 11 with respect to the persons specifically referenced therein, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successor and assigns, and the parties hereto acknowledge that such persons so referenced are third party beneficiaries of this Subscription Agreement for the purposes of, and to the extent of, the rights granted to them, if any, pursuant to the applicable provisions.

 

h. Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns.

 

i. If any provision of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

 

j. This Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

 

 
 

 

k. The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement, without posting a bond or undertaking and without proof of damages, to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge and agree that the Company shall be entitled to specifically enforce the Investor’s obligations to fund the Subscription Amount and the provisions of the Subscription Agreement of which the Company is an express third-party beneficiary, in each case, on the terms and subject to the conditions set forth herein.

 

l. This Subscription Agreement shall 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) as to all matters (including any action, suit, litigation, arbitration, mediation, claim, charge, complaint, inquiry, proceeding, hearing, audit, investigation or reviews by or before any governmental entity related hereto), including matters of validity, construction, effect, performance and remedies

 

m. Each party hereto hereby and any person asserting rights as a third party beneficiary may do so only if he, she or it irrevocably agrees that any action, suit or proceeding between or among the parties hereto, whether arising in contract, tort or otherwise, arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Subscription Agreement or any related document or any of the transactions contemplated hereby or thereby (“Legal Dispute”) shall be brought only to the exclusive jurisdiction of the courts of the State of Delaware or the federal courts located in the State of Delaware, and each party hereto hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum. To the extent that any party hereto or any of its properties has or may hereafter acquire any right of immunity, whether characterized as sovereign immunity or otherwise, and whether under the United States Foreign Sovereign Immunities Act of 1976 (or any successor legislation) or otherwise, from any legal proceedings, whether in the United States or elsewhere, to enforce or collect upon this Subscription Agreement, including, without limitation, immunity from suit or service of process, immunity from jurisdiction or judgment of any court or tribunal or execution of a judgment, or immunity of any of its property from attachment prior to any entry of judgment, or from attachment in aid of execution upon a judgment, such party hereby irrevocably and expressly waives any such immunity, and agrees not to assert any such right or claim in any such proceeding, whether in the United States or elsewhere. During the period a Legal Dispute that is filed in accordance with this Section 10(m) is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each party hereto and any person asserting rights as a third party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such party is not personally subject to the jurisdiction of the above named courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of such action, suit or proceeding is improper. A final judgment in any action, suit or proceeding described in this Section 10(m) following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable laws. EACH OF THE PARTIES HERETO, AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT, IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

 

 
 

 

n. Globis shall, by 9:00 a.m., New York City time, on the first (1st) business day immediately following the date of this Subscription Agreement, issue one or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and any other material, nonpublic information that Globis has provided to the Investor at any time prior to the filing of the Disclosure Document. From and after the issuance of the Disclosure Document, to Globis’ knowledge, the Investor shall not be in possession of any material, nonpublic information received from Globis or any of its officers, directors or employees. Notwithstanding anything in this Subscription Agreement to the contrary, Globis shall not publicly disclose the name of the Investor or any of its affiliates, or include the name of the investor or any of its affiliates in any press release or in any filing with the Commission or any regulatory agency or trading market, without the prior written consent of the Investor, except (i) as required by the federal securities law in connection with the Registration Statement, (ii) in a press release or marketing materials of Globis in connection with the Transaction to the extent any such disclosure is substantially equivalent to the information that has previously been made public without breach of the obligation under this Section 10(n), and (iii) to the extent such disclosure is required by law, at the request of the Staff of the Commission or regulatory agency or under the regulations of the Nasdaq, in which case Globis shall provide the Investor with prior written notice of such disclosure permitted under this subclause (iii).

 

11. Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation other than the statements, representations and warranties of Globis expressly contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in Globis. The Investor acknowledges and agrees that none of (i) any of the Other Investors pursuant to the Other Subscription Agreements related to the private placement of the Shares (including the respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the Other Investors), or (ii) any other party to the Transaction Agreement or any Non-Party Affiliate, shall have any liability to the Investor, or to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related to the private placement of the Investor’s Shares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Investor’s Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by Globis, the Company or any Non-Party Affiliate concerning Globis, the Company, any of their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of Globis, the Company or any of Globis’s or the Company’s controlled affiliates or any family member of the foregoing.

 

[SIGNATURE PAGES FOLLOW]

 

 
 

 

IN WITNESS WHEREOF, the Investor has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.

 

Name of Investor: ALM Venture Capital S.à.r.l., SPF   State/Country of Formation or Domicile: Grand Duchy of Luxembourg
         
By: /s/ Yacoub Frayem Boukhris /s/ Thomas Heymans      
Name: Yacoub Frayem Boukhris and Thomas Heymans      
Title: Class A and Class B Managers      
         
Name in which Shares are to be registered (if different):   Date: 31 December 2021
         
Business Address-Street: 2 rue Heinrich Heine   Mailing Address-Street (if different):
         
City, State, Zip: Luxembourg   City, State, Zip:
         
Attn: Thomas Heymans   Attn:  
         
Telephone No.: +352 26 45 68 1   Telephone No.:
Facsimile No.: +352 26 45 68 50   Facsimile No.:

 

You must pay the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account specified by Globis in the Closing Notice.

 

 
 

 

IN WITNESS WHEREOF, Globis has accepted this Subscription Agreement as of the date set forth below.

 

    GLOBIS ACQUISITION CORP.  
     
    By:    /s/ Paul Packer
    Name: Paul Packer
    Title:     
Date: December 31, 2021         

 

 

 

 

SCHEDULE A

 

ELIGIBILITY REPRESENTATIONS OF THE INVESTOR

 

 

 

 

Exhibit 10.2

 

Dated December 31, 2021

 

FORAFRIC AGRO HOLDINGS LIMITED

(as Issuer)

 

and

 

LIGHTHOUSE CAPITAL LIMITED

(as Issuer’s Shareholder)

 

and

 

THE SUBSCRIBERS AS DEFINED IN THIS DEED

(as Subscribers)

 

 

 

bond SUBScRIPTION deed

 

(USD $40,000,000 6% Bonds 2026)

 

 

 

 

-1-

 

 

This Deed is made on December 31, 2021 (this “Deed”)

 

By

 

FORAFRIC AGRO HOLDINGS LIMITED, a private company limited by shares incorporated under the laws of Gibraltar with registered number 114436 and registered office at 57/63 Line Wall Road, Gibraltar (the Issuer) and LIGHTHOUSE CAPITAL LIMITED, a private company limited by shares incorporated under the laws of Gibraltar with registered number 114433 and registered office at 57/63 Line Wall Road, Gibraltar (the Issuer’s Shareholder) for the benefit of The SUBSCRIBERS AS HEREIN DEFINED.

 

Whereas

 

(A) The Issuer has by a resolution of its directors passed on or before the date of this Deed authorised the issue of 6 per cent. per annum bonds in the aggregate initial principal amount of up to USD $40,000,000 to be constituted by this Deed (the Bonds).
   
(B) The Issuer and the Issuer’s Shareholder are executing this Deed for the benefit of each person who executes a Deed of Accession pursuant to this Deed and subscribes and pays the subscription amount for Bonds (each such person a Subscriber and all subscribers from time to time together the Subscribers, which terms shall include their respective successors and permitted assigns from time to time).
   
(C) Globis is a prospective purchaser of the Issuer and the purchase price for the Issuer takes into account the issue of the Bonds. It is envisaged that subject to and concurrently with completion of the DE-SPAC Transaction, the Bonds will be novated by the Issuer to Globis and the Bonds will immediately thereon be cancelled by the Subscribers in consideration for which Globis will issue Globis Shares to the Subscribers, in each case on and subject to the terms and conditions of this Deed.

 

Now this Deed Witnesses as follows:

 

1 Interpretation
   
  Schedule 1 shall have effect for the purposes of definitions and construction of references in this Deed.
   
2 Issue of Bonds
   
2.1 Subject as provided in this Deed the Issuer shall issue Bonds up to the aggregate original principal amount of USD $40,000,000.
   
2.2 Each issue of Bonds shall take place on a Bond Closing Date.
   
2.3 The Bonds shall be issued minimum amounts of US$ 100,000 and, above that amount, in integral multiples of USD $25,000.
   
2.4 The Bonds shall rank pari passu in all respects with each other.
   
2.5 The net proceeds of the Bonds shall be applied in or towards the Issuer’s working capital and/or capital expenditure requirements. A Bondholder is not bound to monitor or verify the application of any proceeds of any Bond.

 

-2-

 

 

2.6 The Issuer’s Shareholder incurs only the obligations on its part specified in clause 6 and shall have no other obligation under or in connection with any Bond or any Bond Document.
   
3 Terms
   
  The Bonds shall be issued and held subject to and with the benefit of the provisions of this Deed and the Conditions. All such provisions shall be binding on the Issuer and the Bondholders and all persons claiming through or under them respectively and shall inure for the benefit of all Bondholders.
   
4 Bond Subscriptions
   
4.1 Subject to clause 4.3, each subscription of Bonds shall take place on a date (a Bond Closing Date) agreed for that purpose between the Issuer and a prospective Subscriber (a Prospective Subscriber).
   
4.2 On or prior to each Bond Closing Date:

 

  (a) the Issuer shall deliver to the Prospective Subscriber:

 

    i. a certified true copy of a resolution of its directors authorising the execution of this Deed, the issue of the Bonds and the performance of its obligations thereunder;
       
    ii. a certified true copy of any other consent or authorisation required for the Issuer’s execution of this Deed, the issue of the Bonds and the performance of its obligations thereunder; and
       
    iii. if so requested by a Prospective Subscriber, such “know your customer” information and documents as it may have reasonably requested;

 

  (b) if so requested by the Issuer, each Prospective Subscriber shall deliver to the Issuer such “know your customer” information and documents as the Issuer may have reasonably requested; and subject to and upon Conversion each Prospective Subscriber hereby unconditionally and irrevocably consents and agrees with the Issuer that all such “know your customer” information and documents as the Prospective Subscriber may provide to the Issuer shall be delivered by the Issuer to Globis on request by Globis.

 

4.3 It shall be a condition precedent to each Bond Closing that no Event of Default or Potential Event of Default has occurred on or prior to the relevant Bond Closing Date or would result from the issue of the Bonds.
   
4.4 On each Bond Closing Date:

 

  (a) the Issuer, the Issuer’s Shareholder and the Prospective Subscriber shall execute a deed in the form set out in Schedule 7 (a Deed of Accession);
     
  (b) the Prospective Subscriber shall pay to the Issuer in USD the principal amount of the Bonds to be issued to the Prospective Subscriber as shall have been agreed between the Issuer and the Prospective Subscriber; and

 

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  (c) the Issuer shall deliver to the Prospective Subscriber the Certificate to which it is entitled and a certified extract of the Register showing its registration as Bondholder in respect thereof.

 

4.5 If no Bonds shall have been subscribed on or prior to the DE-SPAC Longstop Date, this Deed shall thereupon terminate and in that event no party shall have any obligations towards any other party hereunder.
   
4.6 Payments under clause 4.4(b) shall be made to such bank account as the Issuer shall have notified the Prospective Subscriber in writing.
   
5 Redemption

 

  (a) The Bonds shall mature and be redeemed on [15 June 2026] (the Final Redemption Date) subject to the provisions of clause 6.
     
  (b) The Issuer shall be entitled, at its option, to redeem all or part of the Bonds (treating the Bonds pro rata in case of partial redemption) without premium or penalty upon payment of accrued interest on the principal redeemed.

 

6 Mandatory Exchange of the Bonds on Conversion Date
   
6.1 Subject to completion of the DE-SPAC Transaction on or before the DE-SPAC Longstop Date and concurrently with the completion of the DE-SPAC Transaction on the DE-SPAC Transaction Date, each outstanding Bond shall be exchanged for that number of Globis Shares produced by dividing the outstanding principal and accrued interest thereon by the Conversion Price.
   
6.2 The Issuer’s Shareholder shall procure that each Bondholder is offered in respect of each Bond held by it, and each Bondholder shall accept, that number of Globis Shares determined under clause 6.1 on the Conversion Date.
   
6.3 The conversion of the Bonds under this clause 6 shall be made by the following simultaneous transactions:

 

  (a) the novation from the Issuer to Globis of the entirety of the Issuer’s liabilities and obligations towards the Bondholders in respect of principal, interest and otherwise under and in respect of the Bonds (the Novated Obligations), and the assumption by Globis of the Novated Obligations, pursuant to the due execution and unconditional delivery of a deed of novation (the Deed of Novation) by the Issuer, acting for itself (as novator) and on behalf of the Bondholders (as creditors consenting to the novation of the Novated Obligations as aforesaid), and Globis (as novatee) in such form as shall be agreed between the Issuer and Globis; anddd
     
  (b) the conversion of the Novated Obligations into Globis Shares by Globis cancelling the Bonds and the Bondholders accepting such cancellation in consideration for the issue of the Globis Shares on the Conversion Date; and the issue to the Bondholders of such number of Globis Shares at the Conversion Price as shall correspond to the principal amount (plus accrued interest up to the Conversion Date) of the Bonds registered in their names and upon the execution of those transactions the Novated Obligations shall be deemed to have been cancelled and thereafter to be of no effect.

 

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6.4 The Subscribers jointly and severally hereby unconditionally and irrevocably consent to and agree with the novation of the Novated Obligations.
   
6.5 The parties, whether at the date of this Deed or at any time thereafter and at their own expense, shall promptly (and shall procure that any third party shall) do, execute and perform all such further deeds, documents, assurances, leases, acts and do all and any such other things as any other party to this Deed may reasonably require in order to give full effect to the novation of the Novated Obligations.
   
6.6 The Issuer’s Shareholder undertakes that for so long as the Bonds remain outstanding and prior to the DE-SPAC Longstop Date:

 

  (a) it will use reasonable commercial efforts to procure that Globis shall not alter the rights attached to its ordinary shares in any way which would adversely affect the rights of the Bondholders without the prior consent of the Majority Bondholders; and
     
  (b) it will notify each Bondholder as soon as reasonably practicable after it becomes aware that Globis has resolved to implement an Adjustment Event specifying the prospective date of the Adjustment Event and the proposed terms of it.

 

6.7 Following an Adjustment Event, the Issuer’s Shareholder’s auditors or other professional advisors shall certify to the Bondholder(s) in writing the adjustments to the number and nominal value of the Globis Shares to be exchanged for the Bonds so that, after such adjustment and on that exchange, the Bondholders shall receive the same percentage of the issued share capital of Globis carrying the same proportion of votes exercisable at a general meeting of Issuer’s Shareholders and the same entitlement to participate in distributions, in each case as nearly as practicable, as would have been the case had no Adjustment Event occurred.
   
6.8 No exchange of the Bonds for Globis Shares under this clause 6 shall take place if the DE-SPAC Transaction shall not have occurred on or before the DE-SPAC Longstop Date.
   
6.9 In the event that the Globis Shares issued pursuant to this Deed are not registered in connection with the consummation of the DE-SPAC Transaction, Globis has agreed that, within forty-five (45) calendar days after the DE-SPAC Transaction Date, it will file with the U.S. Securities & Exchange Commission (at its sole cost and expense) a registration statement registering the resale of the Globis Shares issued pursuant to this Deed (the Registration Statement), and that it shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof. Globis has also agreed to cause such Registration Statement, or another shelf registration statement that includes the Globis Shares issued pursuant to this Deed, to remain effective until the earliest of (i) the second anniversary of the DE-SPAC Transaction Date, (ii) the date on which the Subscribers cease to hold any Globis Shares issued pursuant to this Deed, or (iii) on the first date on which the Subscribers are able to sell all of the Globis Shares issued to them pursuant to this Deed (or shares received in exchange therefor) under Rule 144 promulgated under the Securities Act of 1933, as amended, within 90 days without limitation as to the amount of such securities that may be sold. Each Subscriber agrees to fully, promptly, truthfully and accurately disclose its legal and ultimate beneficial ownership and all other pertinent details of the Subscriber relating to the Globis Shares it owns to Globis upon request to assist Globis in making the determination described above. Globis may amend the Registration Statement so as to convert the Registration Statement to a Registration Statement on Form S-3 (or F-3, as applicable) at such time after Globis becomes eligible to use such Form S-3 (or F-3, as applicable). Each Subscriber acknowledges and agrees that Globis may suspend the use of any such registration statement if it determines that in order for such registration statement not to contain a material misstatement or omission, an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under the Securities Exchange Act of 1934, as amended. Globis’s obligations to include the Globis Shares issued to each Subscriber pursuant to this Deed (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Subscriber furnishing in writing and fully, promptly, truthfully and accurately to Globis such information regarding the Subscriber, the securities of Globis held by the Subscriber and the intended method of disposition of such Globis Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by Globis to effect the registration of such Globis Shares, and shall execute such documents in connection with such registration as Globis may reasonably request that are customary of a selling stockholder in similar situations. The Issuer’s Shareholder shall procure that Globis shall deliver the Acknowledgement to each Subscriber as soon as practicable after the Issuer’s Shareholder enters into a definitive agreement with Globis regarding the DE-SPAC Transaction.

 

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7 Interest
   
7.1 Interest shall accrue and be payable on each Bond in accordance with the Conditions.
   
7.2 If the Issuer fails to pay any amount payable by it on a Bond when so payable in accordance with the Conditions, it shall be liable to pay interest on the overdue amount from the due date up to the date of actual payment (before and after judgment) at the interest rate specified in paragraph 1.4 of the Conditions calculated by reference to a 360 day year and added to principal daily.
   
8 Certificates
   
8.1 Each Bondholder shall be entitled to receive without charge a Certificate for the Bonds registered in its name.
   
8.2 Where Bonds are held jointly, the Issuer shall issue a single Certificate in respect of them. Delivery of a Certificate to the person who is first named in the Register as Bondholder shall be sufficient delivery to all joint holders of such Bonds.
   
8.3 In the case of redemption of only some of the Bonds represented by a Certificate, the Certificate shall be:

 

  (a) endorsed with a memorandum of the nominal amount of the Bonds so redeemed and the date of the redemption; or
     
  (b) cancelled and replaced by a new Certificate for the balance of the principal amount of the Bonds.

 

8.4 In the case of transfer of only some of the Bonds represented by a Certificate, then (subject to the transfer restrictions contained in this Deed) that Certificate shall be:

 

  (a) endorsed with a memorandum of the nominal amount of the Bonds so transferred and the date of the transfer; or
     
  (b) cancelled and replaced by new Certificates for the principal amount of the Bonds in the names of the relevant Bondholders.

 

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9 The Register
   
9.1 The Issuer shall maintain a Register of the Bonds issued by it.
   
9.2 There shall be entered in the Register:

 

  (a) the name and address of each Bondholder;
     
  (b) the principal amount of Bonds held by each Bondholder;
     
  (c) the date of issue of each of the relevant Bonds and the date on which the name of each Bondholder is entered in the Register;
     
  (d) the serial number of each Certificate and the date of its issue; and
     
  (e) the date(s) and amount(s) of all transfers of any of the Bonds.

 

9.3 The Issuer shall promptly amend the Register maintained by it to record any change to the name or address of a Bondholder that is notified in writing to it by that Bondholder.
   
9.4 The Bondholders or any of them, or any person authorised by a Bondholder, shall be at liberty at all reasonable times upon at least 48 hours’ prior written notice to the Issuer to inspect the applicable Register during office hours, to take copies of or extracts from it or to request a copy to be provided by email.
   
9.5 Every Bondholder shall be recognised by the Issuer as entitled to his Bonds free from any equity, set-off or cross-claim against the original or an intermediate holder of such Bonds.
   
10 Covenant to Pay
   
10.1 The Issuer shall pay to or to the order of each Bondholder in same day funds when due in accordance with the Bond Documents:

 

  (a) the principal amount of each Bond held by that Bondholder together with any other amount payable under the Bond Documents; and
     
  (b) if so payable in accordance with the Bond Documents, interest on the aggregate principal amount of each Bond together with any other amount payable in accordance with the Bond Documents.

 

11 Status of the Bonds
   
11.1 Each Bond shall constitute a direct, unconditional obligation of the Issuer.
   
11.2 No application has been made to any investment exchange for permission to deal in, or for an official or other listing or quotation, in respect of the Bonds.
   
11.3 The obligations of the Issuer under the Bonds shall rank at least pari passu with all other present and future unsecured obligations of the Issuer, subject to applicable law.
12  Representations and Warranties
   
12.1 The Issuer hereby represents and warrants to each Subscriber in the terms set out in Schedule 4 (the Representations).

 

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12.2 The Representations shall be deemed to be repeated by the Issuer at each Bond Closing by reference to the facts and circumstances then existing.
   
13 Undertakings
   
13.1 The Issuer hereby undertakes to each Subscriber in the terms set out in Schedule 5.
   
14 Events of Default
   
14.1 Each of the events or circumstances set out in Schedule 6 is an Event of Default.
   
14.2 On and at any time after the occurrence of any Event of Default, for so long as the Event of Default has not been rectified within 15 Business Days, the Majority Bondholders, or such person as they may authorise for this purpose, may by notice to the Issuer declare that all or part of the Bonds, together with accrued interest and all other amounts accrued or outstanding under the Bond Documents shall be immediately due and payable, whereupon they shall be immediately due and payable.
   
15 Indemnities
   
15.1 USD is the sole currency of payment and account in respect of the Bonds.
   
15.2 If any sum due from the Issuer under the Bond Documents (a Sum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the First Currency) in which that Sum is payable into another currency (the Second Currency) for the purpose of:

 

  (a) making or filing a claim or proof against the Issuer;
     
  (b) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

 

the Issuer shall as an independent obligation, within 3 Business Days of demand, indemnify each Bondholder to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (i) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (ii) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

 

15.3 The Issuer shall within 10 Business Days of demand, indemnify each Bondholder against any cost, loss or liability incurred by any Bondholder as a result of:

 

  (a) the occurrence of any Event of Default in respect of which it is the Issuer of a defaulted Bond;
     
  (b) its failure to pay any amount due under a Bond Document on the date on which it is payable in accordance with this Deed and the Conditions.

 

16 Costs and Expenses
   
16.1 Each party shall bear its own costs and expenses (including legal fees) incurred by it in connection with the negotiation and execution of the Bond Documents.
   
16.2 The Issuer shall pay all reasonable costs and expenses (including reasonable legal fees) incurred by a Subscriber in connection with the enforcement of the Bond Documents following an Event of Default.

 

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17 Assignment and Transfer
   
17.1 Subject to clause 17.2, no Subscriber shall assign or transfer its rights or obligations under this Deed except with the consent of the Issuer.
   
17.2 Notwithstanding clause 17.1, the Bonds shall be transferable by a transfer made with the prior consent of the Issuer (such consent not to be unreasonably withheld) and, subject thereto, in accordance with the Conditions and the transferee pursuant to any transfer so made shall benefit from the rights conferred upon the Subscribers under this Deed with effect from the effective date of the transfer.
   
17.3 The Issuer shall not assign or transfer its rights or obligations under this Deed save as expressly provided for in clause 6.3 or otherwise except with the consent of the Majority Bondholders.
   
18 Payments
   
18.1 Payments of principal and interest in respect of the Bonds shall be paid in accordance with this Deed and the Conditions when so required without any deduction or withholding (whether in respect of any set-off, counterclaim or otherwise whatsoever) unless the deduction or withholding is required by law.
   
18.2 If a Tax Deduction is required by law to be made by the Issuer, the amount of the payment due from the Issuer shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
   
19 Miscellaneous
   
19.1 Calculations and Certificates

 

  (a) In any litigation or arbitration proceedings arising out of or in connection with a Bond Document, the entries made in the accounts maintained by a Bondholder are prima facie evidence of the matters to which they relate.
     
  (b) Any certification or determination by a Bondholder of a rate or amount under any Bond Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.
     
  (c) Any interest accruing under a Bond Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days.

 

19.2 Partial Invalidity
   
  If, at any time, any provision of a Bond Document is or becomes illegal, invalid or unenforceable in any respect under its governing law, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

 

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19.3 Remedies and Waivers
   
  No failure to exercise, nor any delay in exercising, on the part of any Bondholder, any right or remedy under a Bond Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Bond Documents. No election to affirm any Bond Document on the part of any Bondholder shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Bond Document are cumulative and not exclusive of any rights or remedies provided by law.
   
19.4 Amendments and Waivers
   
  Any term of this Deed may be amended or waived by written agreement between the parties hereto subject to the prior written consent of the Majority Bondholders and any such amendment or waiver will be binding on the parties hereto and on the Bondholders.
   
20 Communications
   
20.1 Any notice, certification, consent or other communication under or in connection with this Deed (each a Notice) shall be in writing and delivered by hand, email, recorded or special delivery or courier.
   
20.2 Notices shall be sent to according to the contact details set out in clause 20.3, or such other contact address or contact person as any party may notify the others for the purposes of Notices given to it from time to time in accordance with this clause 20.
   
20.3 For the purposes of clause 20.2 the following contact details are specified:

 

Party   Attention   Address   Email
             
Issuer  

Shlomo Wahnon

 

with a copy to:

Hassans International

Law Firm Limited

Madison Building

MidTown, Gibraltar GX11 1AA

Attention: Isaac Levy

Email: Isaac.levy@hassans.gi

 

 

Madison Building

MidTown, Gibraltar GX11 1AA

 

  swahnon@forafric.com
Issuer’s Shareholder  

Shlomo Wahnon

 

with a copy to:

Hassans International

Law Firm Limited

Madison Building

MidTown, Gibraltar

GX11 1AA

Attention: Isaac Levy

Email: Isaac.levy@hassans.gi

 

 

Madison Building

MidTown, Gibraltar GX11 1AA

 

  swahnon@forafric.com

 

20.4 Any such communication will take effect, in the case of delivery, at the time of delivery or, in the case of fax or email, at the time of despatch.

 

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21 Confidentiality
   
21.1 Subject to clause 21.2, each Subscriber undertakes to the Issuer not to:

 

  (a) disclose to any person (i) the existence of or terms of the Bond Documents, or (ii) any documents, financial statement or information disclosed by the Issuer pursuant to the Bond Documents in the course of any due diligence investigations or enquiries made in connection with the negotiation of the Bond Documents (the Bond Documents and such documents, financial statement or information as aforesaid Confidential Information); or
     
  (b) make use of Confidential Information other than to the extent necessary for the purpose of exercising or performing its rights and obligations under the Bond Documents.

 

21.2 A Subscriber may disclose any information that it would otherwise be required to keep confidential under this clause 21:

 

  (a) if or to the extent that the information is in the public domain other than as a result of unauthorised disclosure or publication;
     
  (b) to such of its professional advisers, consultants, employees or officers as are reasonably necessary to advise on the Bond Documents, or to its auditors or bankers, in each case under conditions of confidentiality;
     
  (c) to the extent that the disclosure is required:

 

    i. by applicable law; or
       
    ii. by a regulatory body, tax authority or securities exchange with competent jurisdiction so to require (each an Authority)

 

but in the case of this paragraph (b) each party shall use reasonable endeavours, if or to the extent permitted by applicable law or by the relevant Authority, to consult the Issuer and to take into account any reasonable requests that the Issuer may make in relation to the disclosure before making it.

 

The parties recognise that Globis, as a listed company, will be required to make public disclosures and filings and nothing in this Deed shall restrict or limit the ability of Globis to make such public disclosures and filings, including but not limited to the disclosure of Confidential Information.

 

22 Governing Law and Jurisdiction
   
22.1 This Deed, and any non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, English law.
   
22.2 The English courts shall have exclusive jurisdiction to settle any dispute arising out of or in connection with the Bond Documents, including a dispute relating to the existence, validity or termination of any Bond Document or any non-contractual obligation arising out of or in connection with any Bond Document (a Dispute).
   
22.3 The parties agree that the English courts are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.
   
23 Third Party Rights
   
  A person, other than a Bondholder, who is not a party to this Deed or a transferee of a Bondholder in accordance with the Conditions has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed.
   
24 Counterparts
   
  This Deed may be executed and delivered in any number of counterparts, all of which, taken together, shall constitute one and the same deed and any party to this Deed may enter into the same by executing and delivering a counterpart.

 

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IN WITNESS whereof this Deed has been executed as a deed on the date first above written.

 

Signed as a Deed for and on behalf of

FORAFRIC AGRO HOLDINGS LIMITED

acting by a director in the presence of:

 

 

 
  Director
   

 

Witness signature /s/ DAVID SHALLEM  
Name  
(in block capitals) DAVID SHALLEM  
Address Unit 5.3 Madison Building, Midtown  
     
     
Occupation Office Administrator  

 

Signed as a Deed for and on behalf of

LIGHTHOUSE CAPITAL LIMITED

acting by a director in the presence of: 

 

 
  Director
   

 

Witness signature /s/ DAVID SHALLEM  
Name  
(in block capitals) DAVID SHALLEM  
Address Unit 5.3 Madison Building, Midtown  
   
     
Occupation Office Administrator  

 

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Schedule 1

Interpretation

 

1. Definitions

 

In this Deed, the following terms shall have the meanings given to them below:

 

Acknowledgement means the acknowledgement by Globis in the form set out in Schedule 3 delivered pursuant to this Deed.

 

Adjustment Event means any or all of the following, at any time, or by reference to any record date, while the Bonds remain outstanding prior to the DE-SPAC Longstop Date:

 

  (a) any allotment or issue of shares by Globis by way of capitalisation of profits or reserves;
     
  (b) any cancellation, purchase or redemption of shares, or any reduction or repayment of shares, by Globis;
     
  (c) any sub-division or consolidation of shares by Globis; and
     
  (d) any issue of securities or other instruments convertible into shares in, or shares of, Globis or any grant of options, warrants or other rights to subscribe for, or call for the allotment or issue of, shares in the capital of Globis

 

but excluding:

 

  i. any issue(s) of shares pursuant to the exercise of any options granted to directors, employees or consultants of the Issuer or any of its Affiliates;
     
  ii. any issue(s) of shares by way of private investment in public equity (PIPE) in connection with the DE-SPAC Transaction;
     
  iii. any issue(s) of shares in connection with the DE-SPAC Transaction to the Issuer’s Shareholder; and
     
  iv. any redemption of shares by Globis in accordance with its Certificate of Incorporation or articles of association or memorandum of association, as applicable.

 

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

 

Approved Merger means a merger or reconstruction between the Issuer and Globis by whatever form effected and whether or not involving a third company.

 

Audited Financial Statements means the audited balance sheets of the Group as at 31 December 2019 and 31 December 2020 and the related statements of income, shareholder equity and cash flows for the 12 month periods ending on each of those dates, copies of which, prepared in accordance with GAAP, have been provided to the Subscribers.

 

Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, permit or registration.

 

Bond means a Bond issued or to be issued pursuant to this Deed.

 

Bond Closing means in respect of any subscription of Bonds the actions set out in clause 4.4 to implement that subscription.

 

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Bond Closing Date has the meaning given to it in clause 4.1.

 

Bond Documents means this Deed, the Certificates, the Conditions and any Deed of Accession executed pursuant to this Deed.

 

Bondholder means a person appearing as the registered holder of a Bond in the Register.

 

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in Gibraltar.

 

Certificate means a bond certificate in the applicable form set out in Schedule 2 issued pursuant to this Deed.

 

Conditions means the bond terms and conditions endorsed on the Bonds.

 

Consent means the written consent of the Majority Bondholders.

 

Control in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person:

 

  (a) by means of the holding of shares, or the possession of voting power, in or in relation to that or any other body corporate; or
     
  (b) as a result of any powers conferred by the articles of association or any other document regulating that or any other body corporate.

 

Conversion Date means the DE-SPAC Transaction Date as notified by the Issuer to the Subscribers.

 

Conversion Price means the price at which the Bonds are to be exchanged for Globis Shares being USD $9.45 per Globis Share.

 

Deed of Accession has the meaning given to it in clause 4.4.

 

Deed of Novation has the meaning given to it in clause 6.

 

Default means an Event of Default or a Potential Event of Default.

 

DE-SPAC Longstop Date means the earlier of:

 

  a) the date on which the Issuer gives notice to the Bondholders that the DE-SPAC Transaction will not occur by the date referred to in b) below; or
     
  b)  15 June 2022.

 

DE-SPAC Transaction means the acquisition of all the issued shares in the Issuer by Globis.

 

DE-SPAC Transaction Date means the date on which the DE-SPAC Transaction is closed.

 

Environment means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

 

(a) air (including, without limitation, air within natural or man-made structures, whether above or below ground)
   
(b) water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers) and
   
(c) land (including, without limitation, land under water)

 

Environmental Claim means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law

 

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Environmental Law means any applicable law or regulation which relates to:

 

(a) the pollution or protection of the Environment;
   
(b) the conditions of the workplace; or
   
(c) the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste.

 

Event of Default means each of the events or circumstances set out in Schedule 6 (Events of Default).

 

Final Redemption Date has the meaning given to it in clause 5.

 

Financial Statements means the Audited Financial Statements and the Unaudited Financial Statements.

 

Financial Year End means 31 December in each year.

 

GAAP means United States generally accepted accounting principles, applied on a consistent basis.

 

Globis means Globis Acquisition Corp., currently a Delaware corporation, which subject to the terms and conditions separately agreed between itself, the Issuer’s Shareholder and the Issuer, is to change its jurisdiction of incorporation and name by de-registering as a Delaware corporation and, following a transaction involving a merger with and into a wholly-owned subsidiary Nevada corporation, continuing and re-domiciling as a Gibraltar public limited company pursuant to the Gibraltar Companies Act 2014 and the Gibraltar Companies (Re-domiciliation) Regulations 1996.

 

Globis Shares means ordinary shares of USD $0.001 par value in the capital of Globis ranking pari passu with all other ordinary shares in its capital.

 

Group means the Issuer and each of its direct and indirect Subsidiaries and each of them from time to time.

 

Holding Company means, in relation to a person, any other person in respect of which it is a Subsidiary.

 

IFRS means the accounting standards issued by the IFRS Foundation and the International Accounting Standards Board.

 

Majority Bondholders means the registered holders of more than 50% of the total outstanding principal amounts of the outstanding Bonds; the taking of action by the Majority Bondholders must have been duly authorised in advance of the action by a Special Resolution in accordance with clause 8.18 of the Conditions or a signed resolution in accordance with 8.19 of the Conditions.

 

Material Adverse Effect means a material adverse effect on (a) the Issuer’s ability to perform its payment obligations or other material obligations under the Bond Documents, or (b) the rights or remedies of any Bondholder under any of the Bond Documents, or (c) the business or assets of the Group taken as a whole.

 

Material Asset means the assets and undertaking of the Material Subsidiary.

 

Material Asset Sale means the sale of all or a material part of the Material Asset.

 

Material Subsidiary means Forafric Maroc SA, a company incorporated under the laws of Morocco with company number 15239503.

 

Novated Obligations has the meaning given to it in clause 6.

 

Potential Event of Default means an event or circumstance which with the passing of time or the fulfilment of any other conditions provided for in this Deed would be an Event of Default.

 

Prospective Subscriber has the meaning given to it in clause 4.1.

 

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Rule 144 means SEC Rule 144 - see https://www.sec.gov/reportspubs/investorpublications/investorpubsrule144htm.html.

 

Quarter means a calendar quarter ending on 31 March, 30 June, 30 September or 31 December.

 

Quarter Date means the last day of a Quarter.

 

Register means a register of Bondholders maintained by the Issuer pursuant to this Deed.

 

Representations has the meaning given to it in clause 12.1.

 

Special Resolution has the meaning given to it in the Conditions.

 

Subscribers has the meaning given to it in Recital (B) of this Deed and Subscriber shall be construed accordingly.

 

Subsidiary means in relation to any person an entity of which that person has direct or indirect control or owns directly or indirectly more than 50 per cent. of the voting capital or similar right of ownership and control for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise.

 

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

 

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Bond Document.

 

Unaudited Financial Statements means the unaudited balance sheets of the Group as at 30 September 2021 and the related statements of income, Issuer’s Shareholder equity and cash flows for the 9-month period ending on that date, copies of which have been provided to the Subscribers.

 

USD and $ mean lawful currency of the United States of America.

 

2. Interpretation

 

(a) Unless a contrary indication appears, any reference in this Deed to:
   
  the singular includes the plural and vice versa;
   
  assets include present and future properties, revenues and rights of every description;
   
  disposal includes a sale, transfer, assignment, grant, lease, licence, declaration of trust or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly;
   
  any agreement or instrument is a reference to that agreement or instrument as amended, novated, supplemented, extended or restated;
   
  indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
   
  a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership or other entity (whether or not having separate legal personality);
   
  a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;
   
  a provision of law is a reference to that provision as amended or re-enacted; and
   
  a time of day is a reference to CET time.
   
(b) Section, Clause and Schedule headings are for ease of reference only.
   
(c) the Schedules to this Deed are an integral part of this Deed.

 

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Schedule 2

Form of Bond Certificate

 

BOND CERTIFICATE

 

Date of Issue: [●]

Certificate No: [●]

 

THE BONDS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE LAWS OF ANY JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LEGISLATION

 

FORAFRIC AGRO HOLDINGS LIMITED (the ISSUER)

incorporated under the laws of GIBRALTAR

REGISTERED NUMBER: 114436

REGISTERED OFFICE: 57/63 Line Wall Road, Gibraltar

 

6% BondS DUE [●] 2026

 

1. The bonds represented by this Certificate (the Bonds) are issued pursuant to a Bond Subscription Deed dated [●] 2021 (the Deed) made by the Issuer, and Lighthouse Capital Limited in favour of the Subscribers from time to time (as therein defined).
   
2. The Bonds are subject to, and have the benefit of, the Deed and the terms and conditions of the Bonds (the Conditions) endorsed hereon.
   
3. Terms defined in the Deed have the same meanings in this Certificate (including the Conditions) except where the context otherwise requires.
   
4. The obligations of the Issuer under the Bonds rank pari passu with all other present and future unsecured obligations of the Issuer, subject to applicable law.
   
5. The Issuer hereby certifies that [NAME(S)] of [ADDRESS(ES)] (the Bondholder(s)) [is/are], at the date hereof, entered in the Register of Bondholders as the holder(s) of Bonds in the principal amount of USD $[●].
   
6. For value received, the Issuer promises to pay the Bondholder(s) as holder of the Bonds in respect of which this Certificate is issued (or, in the case of joint Bondholder(s), the person first named in paragraph 5) such amount as shall become due and payable from time to time under the Bonds and otherwise to comply with the Conditions.
   
7. The Bondholder(s) (or, in the case of joint Bondholder(s), the person first named in paragraph 5) shall be treated as having one vote in respect of each USD $1 in principal amount of Bonds represented by this Certificate. The Bondholder(s) or any proxy appointed by it shall be treated as one person for the purposes of quorums for meetings.
   
8. The statement set forth in the legend above are an integral part of the Bonds in respect of which this Certificate is issued and by acceptance thereof the Bondholder(s) agree to be subject to and bound by the terms and provisions set forth in such legend.

 

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9. This Certificate is evidence of entitlement only. Title to the Bonds passes only on due registration on the Register of Bondholders and only the duly registered holder (or, in the case of joint holders, the person first named in the said Register) is entitled to payments in respect of the Bond.
   
10. The Bonds are repayable and shall bear interest in accordance with the Conditions.
   
11. Any change of address of the Bondholder(s) must be notified in writing signed by the Bondholder(s) to the Issuer at its Registered Office.
   
12. The Bonds, and any non-contractual obligations arising out of or in connection with it, shall be governed by, and shall be construed in accordance with, English law.
   
13. Copies of the Deed are available for inspection at the registered office of the Issuer.
   
14. This Certificate has been executed as a deed and is delivered and takes effect on the date of issue stated at the beginning of it.

 

Executed as a deed by FORAFRIC AGRO HOLDINGS LIMITED

acting by [NAME OF FIRST DIRECTOR],

a director and [NAME OF SECOND DIRECTOR OR SECRETARY],

[a director OR its secretary]

.................................

[SIGNATURE OF FIRST DIRECTOR]

Director

.................................

[SIGNATURE OF SECOND DIRECTOR OR SECRETARY]

[Director or Secretary]

OR

Executed as a deed by [NAME OF COMPANY]

acting by [NAME OF DIRECTOR] a director,

.................................

[SIGNATURE OF DIRECTOR]

Director

in the presence of:

Witness Signature:................................

Name:.................................................

Address:..............................................

Occupation

Dated: [INSERT DATE]

 

Certificate of Authentication

 

Certified by or on behalf of FORAFRIC AGRO HOLDINGS LIMITED that the person(s) named in paragraph 4 above is/are at the date hereof entered in the Register of Bondholders as holder(s) of the Bonds.

 

By:  

 

Authorised Signatory

 

Dated: ___________

 

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TERMS AND CONDITIONS

 

1. Interest
   
1.1 Interest shall accrue on the Bonds at a rate of 6% per annum (the Interest Rate) on the outstanding principal amount of the Bonds.
   
1.2 Interest shall accrue on the daily outstanding principal amount of the Bonds at the Interest Rate and shall be calculated on the basis of a 360-day year and the actual number of days elapsed.
   
1.3 Interest shall be payable, subject to clause 6 of the Deed (Mandatory Exchange of the Bonds on Conversion Date), on each 12 month anniversary of the date of issue of the Bonds and on the Final Redemption Date.
   
1.4 If the Issuer fails to pay any principal or interest when due, interest shall continue to accrue on the unpaid amount (before and after judgment) at the rate per annum which is equal to the sum of the Interest Rate and a margin of 5 percentage points.
   
2. Time of payment
   
2.1 Whenever any payment of principal (or otherwise) becomes due on a day which is not a Business Day, payment shall be made on the next following Business Day.
   
3. Redemption
   
3.1 The Bonds then in issue shall be redeemed at par together with accrued and unpaid interest on the Bonds at the Interest Rate upon the earlier of (a) the Final Redemption Date, and (b) the date on which a notice is given pursuant to clause 14.2 of the Deed.
   
3.2 In order for the Bond to be redeemed the Bondholder shall return the relevant Certificate for cancellation and shall notify the issuer of the bank account to which payment shall be made.
   
3.3 The Issuer shall cancel any Bonds repaid, redeemed or purchased.
   
4. Conversion
   
4.1 Clause 6 of the Deed (Mandatory Exchange of the Bonds on Conversion Date) shall apply on the Conversion Date.
   
4.2 Subject to 6 of the Deed (Mandatory Exchange of the Bonds on the Conversion Date) and clause 4.1, the Issuer shall procure that Globis Shares are issued and allotted to the Bondholder(s) on the Conversion Date in accordance with Clause 6 of the Deed and the related share certificates shall be despatched to the persons entitled to them at their own risk by registered mail.

 

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4.3 The entitlement of the Bondholder(s) to fractions of Globis Shares shall be rounded to the nearest whole number of Globis Shares.
   
5. Transfer
   
5.1 The Issuer shall recognise the registered holder(s) of the Bonds as the absolute owner of them and shall not, except as provided by statute or as ordered by a court of competent jurisdiction, be bound to take notice of any trust, express, implied or constructive, to which any Bond may be subject.
   
5.2 The Bonds are transferable, with the prior consent of the Issuer (not to be unreasonably withheld), minimum amounts of US$ 100,000 and, above that amount, in integral multiples of USD $25,000 by instrument in writing in the usual common form and such instrument need not be under seal.
   
5.3 Each instrument of transfer shall be signed by the transferor, and the transferor shall be deemed to remain the owner of the Bonds to be transferred until the name of the transferee is entered in the register in respect of such Bonds.
   
5.4 Each instrument of transfer shall be sent to, or left for registration at, the registered office of the Issuer for the time being, and shall be accompanied by the Certificate(s) for the Bonds to be transferred and any other evidence that the Issuer may require to prove the title of the transferor or his right to transfer the Bonds (and, if such instrument is executed by some other person on his behalf, the authority of that person to do so). All instruments of transfer that are registered may be retained by the Issuer.
   
5.5 Payment of the principal amount and all accrued interest on the Bonds shall be made by bank transfer to an account nominated for that purpose to the Issuer in writing by the registered holder or, in the case of joint registered holders, to the one who is first-named on the register.
   
6. Meetings of Bondholders
   
6.1 The provisions of this Clause 6 shall have effect only if and for so long as there is more than one Bondholder.
   
6.2 The Issuer may at any time convene a meeting of the holders of Bonds issued by it (in this clause 6 only the Bondholders). In addition, the Issuer shall at the written request of the holders of not less than one-tenth in nominal amount of the outstanding Bonds convene a meeting of the Bondholders. Any meeting shall be held at such place as the Issuer may designate.

 

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6.3 At least 14 days’ notice (exclusive of the day on which the notice is served or deemed to be served and of the day for which notice is given) of every meeting shall be given to the Bondholders. The notice shall specify the place, day and time of the meeting and the general nature of the business to be transacted, but it shall not be necessary (except in the case of a Special Resolution) to specify in the notice the terms of any resolution to be proposed. A meeting of the Bondholders shall, despite being called at shorter notice than specified above, be deemed to have been duly called if it is agreed in writing by all of the Bondholders.
   
6.4 At any meeting the quorum shall be Bondholders holding, or representing by proxy, at least 25% in nominal amount of the outstanding Bonds. No business (other than choosing a Chairman) shall be transacted at any meeting unless the requisite quorum is present.
   
6.5 If a quorum is not present, within half an hour from the time appointed for the meeting, the meeting shall be dissolved if it was convened on the requisition of Bondholders. In any other case, it shall stand adjourned to such day and time (at least 14 days later, but not more than 28 days later) and to such place as may be appointed by the Chairman. At such adjourned meeting, two Bondholders present in person (or by proxy) and entitled to vote shall constitute a quorum (whatever the nominal amount of the Bonds held by them). At least 14 days’ notice of any adjourned meeting of Bondholders shall be given (in the same manner mutatis mutandis as for an original meeting). That notice shall state that any 2 Bondholders present in person (or by proxy) at the adjourned meeting (whatever the nominal amount of Bonds held by them) shall form a quorum.
   
6.6 A person (who may but need not be a Bondholder) nominated by the Issuer shall be entitled to take the chair at every such meeting but, if no such person is nominated or if the person so nominated is not present at the meeting within 30 minutes after the time appointed for holding the meeting, the Bondholders present in person or by proxy shall choose one of their number to be Chairman. Any director or officer of the Issuer, and the Issuer’s solicitors and any other person authorised in that behalf by the Issuer may attend at any such meeting.
   
6.7 Each question submitted to a meeting of Bondholders shall, unless a poll is demanded, be decided by a show of hands.
   
6.8 At any meeting of Bondholders unless a poll is demanded by the Chairman or by one or more Bondholders present in person or by proxy and holding or representing in the aggregate more than 50% in nominal amount of the outstanding Bonds (before or on the declaration of the result of the show of hands), a declaration by the Chairman that a resolution has been carried by the requisite majority, lost or not carried by the requisite majority shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution.
   
6.9 If a poll is duly demanded, it shall be taken in such manner and (subject as set out below) either at once or after an adjournment as the Chairman directs. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll shall not prevent the meeting from continuing for the transaction of any business other than the question on which the poll has been demanded. The demand for a poll may be withdrawn.

 

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6.10 If there is an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall not be entitled to a casting vote in addition to the vote(s) (if any) to which he may be entitled as a Bondholder or as a proxy.
   
6.11 The Chairman may, with the consent of (and shall if so directed by) any meeting at which a quorum is present, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting except business that might lawfully have been transacted at the meeting from which the adjournment took place.
   
6.12 Any poll demanded at any meeting on the election of a Chairman, or on any question of adjournment, shall be taken at the meeting without adjournment.
   
6.13 On a show of hands, each Bondholder who is an individual and is present in person or (being a corporation) is present by its duly authorised representative or by one of its officers as its proxy, shall have one vote. On a poll, each Bondholder present in person or by proxy, shall have one vote for every USD $1 nominal of Bonds held by him and a person entitled to more than one vote need not (if he votes) use all his votes or cast all the votes he uses in the same way.
   
6.14 In the case of joint registered Bondholders any one of them shall be entitled to vote in respect of such Bonds either in person or by proxy and, in the latter case, as if the joint holder were solely entitled to such Bonds. If more than one joint holder is present at any meeting either personally or by proxy that one joint holder so present whose name as between himself and the other or others present stands first in the register as one of the joint holders shall alone be entitled to vote in person or by proxy.
   
6.15 Each instrument appointing a proxy must be in writing and duly executed by the appointor or his duly authorised attorney or, in the case of a corporation under its common seal or duly executed by a duly authorised attorney or officer. The Chairman may (but shall not be bound to) require evidence of the authority of any attorney or officer. A proxy need not be a Bondholder.
   
6.16 An instrument of proxy shall be in the usual or common form or in any other form that the directors may accept. The proxy shall be deemed to include the right to demand or join in demanding a poll. A proxy shall, unless stated otherwise, be valid as well for any adjournment of the meeting as for the meeting to which it relates and need not be witnessed.
   
6.17 The instrument appointing a proxy, and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority, shall be deposited at the place specified in (or in any document accompanying) the notice convening the meeting. If no such place is specified, the proxy shall be deposited at the registered office of the Issuer not less than 48 hours before the time appointed for holding the meeting or adjourned meeting or for taking of the poll at which the person named in that instrument proposes to vote. In default, the instrument of proxy shall not be treated as valid. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the revocation of the proxy or of the authority under which the proxy is given, unless notification in writing of the revocation has been received at the registered office of the Issuer or at such other place (if any) specified for the deposit of instruments of proxy in the notice convening the meeting (or any document accompanying it) 48 hours before the commencement of the meeting or adjourned meeting or the taking of the poll at which the vote is given.

 

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6.18 A decision required by the Deed to be made by the Majority Bondholders may only be made in accordance with this clause 6.18 or clause 6.19. Special Resolution passed at a meeting of the Bondholders shall be binding on all the Bondholders whether or not they are present at the meeting. Each of the Bondholders shall be bound to give effect to it accordingly. The term Special Resolution, when used in the Conditions, means a resolution passed at a meeting of the Bondholders duly convened and held in accordance with the Conditions, which is required is carried by the Majority Bondholders upon a poll.
   
6.19 A resolution in writing signed by or on behalf of the Majority Bondholders shall, for all purposes, be as valid and effectual as a Special Resolution passed at a meeting duly convened and held in accordance with the Conditions. Such resolution in writing may be contained in one document or in several documents in similar form, each signed by one or more Bondholders.
   
6.20 Minutes of all resolutions and proceedings at every meeting shall be made and duly entered in books to be from time to time provided for that purpose by the Issuer. Any minutes, if purporting to be signed by the Chairman of the meeting or by the Chairman of the next succeeding meeting of the Bondholders, shall be conclusive evidence of the matters stated in them. Until the contrary is proved, every meeting for which minutes have been made and signed shall be deemed to have been duly held and convened, and all resolutions passed at the meeting to have been duly passed.
   
7. MISCELLANEOUS PROVISIONS
   
7.1 If more than one person is entered in the register as joint holders of any Bonds the receipt of any one of such holders for any moneys payable on or in respect of the Bonds shall be as effective a discharge to the Issuer or other person making the payment as if the person signing such receipt were the sole registered holder of such Bonds.
   
7.2 If any Certificate is worn out or defaced then, on production of it to the directors of the Issuer, they may cancel it and may issue a fresh Certificate in lieu. If any Certificate is lost or destroyed it may be replaced on such terms (if any) as to evidence and indemnity as the Issuer may reasonably require. An entry recording the issue of the new Certificate and indemnity (if any) shall be made in the Register of Bondholders. No fee shall be charged for the registration of any transfer or for the registration of any probate, letters of administration, certificate of marriage or death, power of attorney or other documents relating to or effecting title to any Bonds.
   
7.3 Any notice, consent or other document required to be given under this Instrument shall be in writing and may be given to or served on any Bondholder by sending it by first-class post in a prepaid envelope addressed to such Bondholder at his registered address. In the case of joint Bondholders, a notice given to, or document served on, the Bondholder whose name stands first in the register in respect of such Bonds shall be sufficient notice to, or service on, all the joint holders. Any such notice sent or document served by first-class post shall be deemed to have been given or served 48 hours or 96 hours in the case of a notice or document sent to an address for a Bondholder not in the United Kingdom after the time when it is posted and in proving such notice or service, it shall be sufficient to prove that the envelope containing the notice or document was properly addressed, stamped and posted.
   
7.4 Any notice or other document delivered or sent by post to, or left at, the registered address of any Bondholder in pursuance of these provisions shall, notwithstanding that such Bondholder is then dead or bankrupt or in liquidation, and whether or not the Issuer has notice of his death or bankruptcy or liquidation, be deemed to have been duly served or delivered in respect of any Bonds registered in the name of such Bondholder as sole or first-named joint holder unless his name shall at the time of the service of the notice or document have been removed from the register as the holder of the Bonds, and such service shall for all purposes be deemed sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the Bonds.

 

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Schedule 3

Form of Acknowledgement

 

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Schedule 4

Representations and Warranties

 

1. Status

 

  (a) It is a limited liability corporation, duly incorporated and validly existing under the laws of Gibraltar.
     
  (b) It has the power to own its assets and carry on its business as it is being conducted.

 

2. Binding obligations

 

  (a) The obligations expressed to be assumed by it in each Bond Document to which it is a party are legal, valid, binding and enforceable obligations.

 

3. Non-conflict with other obligations

 

  (a) The entry into and performance by it of the Bond Documents to which it is a party do not and will not conflict with:

 

    (i) any law or regulation applicable to it;
       
    (ii) its constitutional documents; or
       
    (iii) any material agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such material agreement or instrument.

 

4. Power and authority

 

  (a) It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Bond Documents to which it is a party and the transactions contemplated thereby.
     
  (b) No limit on its powers will be exceeded as a result of entry into, performance and delivery of, the Bond Documents.

 

5. Validity and admissibility in evidence

 

  (a) All Authorisations required or desirable:

 

    (i) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Bond Documents to which it is a party; and
       
    (ii) to make the Bond Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,

 

have been obtained or effected and are in full force and effect.

 

  (b) All Authorisations necessary for the conduct of its business, trade and ordinary activities have been obtained or effected and are in full force and effect.

 

6. Governing law and enforcement

 

  (a) The choice of the governing law of the Bond Documents to which it is a party will be recognised and enforced in its jurisdiction of incorporation.

 

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  (b) Any judgment obtained in relation to a Bond Document to which it is a party in the jurisdiction of the governing law of that Bond Document will be recognised and enforced in its jurisdiction of incorporation.

 

7. Deduction of Tax

 

  (a) It is not required to make any Tax Deduction from any payment it may make under any Bond Document.

 

8. No filing or stamp taxes

 

  (a) It is not necessary that the Bond Documents to which it is party be registered, filed, recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the said Bond Documents or the transactions contemplated by those Bond Documents.
     
  (b) Any disclosure required to be made by it to any relevant taxing authority in relation to stamp duty land tax payable on any transactions contemplated by or being financed by the Bond Documents has been or will be made in a timely manner.

 

9. No Default

 

  (a) No Default has occurred and is continuing.
     
  (b) No Default will result from the issue of the Bonds.
     
  (c) No Default will arise from the novation of the Novated Obligations.

 

10. Information

 

  (a) All information (other than financial projections) supplied by the Issuer or on its behalf to any Bondholder in connection with the Bond Documents was true and accurate in all material respects and not misleading as at the date at which it was stated to be given.
     
  (b) Any financial projections supplied by the Issuer or on its behalf to any Bondholder in connection with the Bond Documents have been prepared as at their date on the basis of assumptions considered by it to be prudent.

 

11. Financial statements

 

  (a) The Financial Statements were prepared in accordance with GAAP.
     
  (b) Each of the Financial Statements gave a true and fair view of the financial condition of the Issuer and the consolidated financial position of the Group as at the relevant balance sheet date and the results of operations during the relevant accounting period.
     
  (c) Since the date of the most recent Financial Statements there has been no material adverse change in the business, assets or financial condition of the Group taken as a whole.

 

12. No proceedings pending or threatened

 

No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, will have a Material Adverse Effect have so far as it is aware been started or threatened against any member of the Group.

 

13. Environmental Matters

 

No Environmental Claim has so far as it is aware been commenced or is threatened against any member of the Group, where that claim has or is reasonably likely to have a Material Adverse Effect.

 

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Schedule 5

Undertakings

 

The undertakings in this Schedule 5 remain in force from the date of this Deed for so long as any amount is outstanding under the Bond Documents. The undertakings in this Schedule 5 shall cease to be effective on the DE-SPAC Transaction Date.

 

A. Information undertakings
   
1. Financial Statements

 

  (a) The Issuer shall, no later than 30 Business Days following each Quarter Date, provide to the Bondholders unaudited financial statements for each member of the Group and a consolidated financial statement for the Group covering the Quarter ending on that Quarter Date
     
  (b) The Issuer shall, no later than 60 Business Days following its Financial Year End, provide to the Bondholders audited financial statements for each member of the Group and a consolidated financial statement for the Group covering the financial year ending on that date each prepared in accordance with GAAP or, if the DE-SPAC Transaction shall not have occurred on or before the DE-SPAC Longstop Date, prepared in accordance with IFRS.

 

2. Information

 

The Issuer shall supply to the Bondholders:

 

  (a) at the same time as they are dispatched, copies of all documents dispatched by the Issuer or the Material Subsidiary to the Issuer’s shareholders generally (or any class of them) or its creditors generally (or any class of them) at the same time as they are dispatched;
     
  (b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings or investigations which are current, threatened or pending against the Issuer or the Material Subsidiary and which, if adversely determined, are likely to have a Material Adverse Effect; and
     
  (c) promptly, such further information regarding the financial condition, business and operations of the Issuer and/or Material Subsidiary as the Bondholders may reasonably request.

 

3. Notification of default

 

  (a) The Issuer shall notify the Bondholders of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.
     
  (b) Promptly upon a request by a Bondholder, the Issuer shall supply to the Bondholders a certificate signed by a director on its behalf certifying that no Default is continuing in relation to it (or if a Default is continuing in relation to it, specifying the Default and the steps, if any, being taken by it to remedy it).

 

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B. General undertakings
   
1. Authorisations

 

The Issuer shall, and shall ensure that the Material Subsidiary shall, promptly:

 

  (a) obtain, comply with and do all that is necessary to maintain in full force and effect; and
     
  (b) supply certified copies to the Bondholders of

 

all Authorisations required to:

 

  (i) enable the Issuer to perform its obligations under the Bond Documents and to ensure the legality, validity, enforceability or admissibility in evidence of any Bond Document to which it is a party; or
     
  (ii) own their assets and carry on their business as it is being conducted.

 

2. Compliance with laws

 

The Issuer shall, and shall ensure that Material Subsidiary shall, comply in all respects with all laws to which it may be subject, if failure so to comply has or will have a Material Adverse Effect.

 

3. Change of business

 

The Issuer shall not carry on any business other than a holding company and activities in connection with the DE-SPAC Transaction.

 

4. No amendment to constitutional documents

 

The Issuer shall not, and shall procure that Material Subsidiary shall not, make any amendment to its articles of association or memorandum of association (or equivalent) other than to give effect to the provisions of this Deed or as otherwise may be permitted by the Bond Documents.

 

5. Disposals

 

  (a) The Issuer shall not dispose of any of its interests in the Material Subsidiary;
     
  (b) The Issuer shall procure that no disposal is made by the Material Subsidiary of any of its assets if such disposal will have a Material Adverse Effect.

 

6. Taxes

 

  (a) The Issuer shall, and shall procure that the Material Subsidiary shall, pay all Taxes due and payable by it prior to the accrual of any fine or penalty for late payment, except if and to the extent that:

 

  (i) payment of those Taxes is being contested in good faith; and
       
  (ii) adequate reserves are being maintained for those Taxes, the costs required to contest them and any interest or penalties that may accrue.

 

  (b) The Issuer shall ensure that its residence for Tax purposes is in Gibraltar.

 

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Schedule 6

Events of Default

 

1. Non-payment

 

The Issuer does not pay on the due date any amount payable pursuant to a Bond Document at the place and in the currency in which it is expressed to be payable on or within 15 Business Days after its due date.

 

2. Other obligations

 

(a) Subject to paragraph (b) below, the Issuer does not comply with any provision of the Bond Documents (other than those referred to in paragraph 1 of this Schedule 6).
     
  (b) No Event of Default under paragraph 2(a) will occur if the failure to comply is capable of remedy and is remedied within 15 Business Days of the date on which the Issuer becomes aware of it.

 

3. Misrepresentation

 

Any representation or statement made or deemed to be made by the Issuer in the Bond Documents is or proves to have been incorrect when made or deemed to be made.

 

4. Cross default

 

(a) any indebtedness of the Issuer or the Material Subsidiary over US Dollars $700,000 (or equivalent) is not paid when due; or
     
  (b) any indebtedness of the Issuer or the Material Subsidiary is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default or acceleration event (however described).

 

5. Insolvency

 

  (a) The Issuer or the Material Subsidiary:

 

  (i) is unable or admits inability to pay its debts as they fall due;
     
  (ii) is deemed to, or is declared to, be unable to pay its debts under applicable law;
     
  (iii) suspends or threatens to suspend making payments on any of its debts; or
     
  (iv) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Bondholder in its capacity as such) with a view to rescheduling any of its indebtedness.

 

  (b) A moratorium is declared in respect of any indebtedness of the Issuer or the Material Subsidiary. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

 

-29-

 

 

6. Insolvency proceedings

 

Except in connection with an Approved Merger, any corporate action or legal proceedings are taken with respect to the Issuer or the Material Subsidiary or any of their assets in relation to:

 

  (a) suspension of payments, moratorium of indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise);
     
  (b) composition, compromise, assignment or arrangement with any creditor;
     
  (c) appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or similar officer; or
     
  (d) enforcement of any security interest over any of its assets.

 

unless in each case discharged, stayed or dismissed within 20 Business Days after commencement.

 

7. Creditors’ process

 

Any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction affects any asset or assets of the Issuer or the Material Subsidiary and is not discharged within 20 Business Days.

 

8. Cessation of business

 

Except in connection with an Approved Merger, the Issuer or the Material Subsidiary suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or part of its business and such cessation or suspension will have a Material Adverse Effect.

 

9. Material Sale

 

The Issuer sells or otherwise disposes of the Material Subsidiary or the Material Subsidiary sells all or any material part of its assets and, in each such case, the sale has or will have a Material Adverse Effect.

 

10. Unlawfulness and invalidity

 

  (a) It is or becomes unlawful for the Issuer to perform any of its obligations under the Bond Documents to which it is a party.
     
  (b) Any obligation or obligations of the Issuer under any Bond Documents to which it is a party are not or cease to be legal, valid, binding or enforceable (subject to any general principles of law limiting its obligations upon insolvency).
     
  (c) Any Bond Document to which the Issuer is a party ceases to be in full force and effect or any security given by the Issuer in favour of the Bondholders ceases to be legal, valid, binding, enforceable or effective (subject to any general principles of law limiting its obligations upon insolvency).

 

11. Repudiation and rescission of agreements

 

The Issuer or the Issuer’s Shareholder rescinds or purports to rescind or repudiates or purports to repudiate a Bond Document to which it is a party.

 

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Schedule 7

Form of Deed of Accession

 

This Deed is made on                                        2021

 

By (1) FORAFRIC AGRO HOLDINGS LIMITED, a private company limited by shares incorporated under the laws of Gibraltar with registered number 114436 and registered office at 57/63 Line Wall Road, Gibraltar (the Issuer), (2) LIGHTHOUSE CAPITAL LIMITED, a private company limited by shares incorporated under the laws of Gibraltar with registered number 114433 and registered office at 57/63 Line Wall Road, Gibraltar (the Issuer’s Shareholder), and (3) [●], a [●] registered in [●] with registered address at [●] (the Prospective Subscriber) in favour of (4) the Subscribers from time to time as defined in the BOND SUBSCRIPTION Deed.

 

Whereas

 

(A) The Issuer and the Issuer’s Shareholder executed a Bond Subscription Deed dated [] 2021 (the Bond Subscription Deed) constituting up to $40,000,000 of Bonds.
   
(B) [Recite any previous accession by a Bondholder if applicable].
   
(C) It is proposed that the Prospective Subscriber will subscribe to Bonds in the principal amount of USD $[●] and will accede to the Bond Subscription Deed by way of this Deed.
   
(D) The Issuer, the Issuer’s Shareholder and the Prospective Subscriber are executing this Deed in order to give effect to the accession by the Prospective Subscriber to the Bond Subscription Deed upon and subject to the terms and conditions set out in this Deed.

 

Now this Deed Witnesses as follows:

 

1 INTERPRETATION

 

1.1 Unless the context otherwise requires, words and expressions used in this Deed shall have the meanings given to them in, and shall be interpreted in accordance with, the Bond Subscription Deed.

 

2 ACCESSION TO THE BOND SUBSCRIPTION DEED

 

2.1 The Prospective Subscriber confirms that it has been supplied with a copy of the Bond Subscription Deed [add reference to prior Deeds of Accession if applicable].
   
2.2 The Issuer represents that no notice has been given by it to any Subscriber, or by a Subscriber to the Issuer, that an Event of Default or Potential Event of Default has occurred and is continuing or would result from the issue of Bonds by the Prospective Subscriber.
   
2.3 The Issuer, the Issuer’s Shareholder and the Prospective Subscriber undertake with each other and for the benefit of the Subscribers from time to time to be bound by, observe and perform the Bond Subscription Deed.

 

3 AUTHORIZATION

 

The Prospective Subscriber, by its execution of this Deed of Accession, hereby authorises the Issuer to execute the Deed of Novation on its behalf when required by and in accordance with clause 6 of the Bond Subscription Deed and agrees that upon the execution of the transactions described in clause 6 of the Bond Subscription Deed the Novated Obligations shall be deemed to have been cancelled and to be thereafter of no effect. The Prospective Subscriber further agrees not to take any action that could frustrate the mandatory conversion of the Bonds into Globis Shares when required by and in accordance with clause 6 of the Bond Subscription Deed.

 

-31-

 

 

4 NOTICES

 

The Prospective Subscriber’s contact details are as set out below:

Party:

Address:

Email address:

 

5 GOVERNING LAW AND JURISDICTION

 

5.1 This Deed, and any non-contractual obligations arising out of or in connection with it, shall be governed by, and construed in accordance with, English law.
   
5.2 The English courts shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed, including a dispute relating to the existence, validity or termination of this Deed or any non-contractual obligation arising out of or in connection with this Deed (a Dispute).
   
5.3 It is agreed that the English courts are the most appropriate and convenient courts to settle all Disputes and accordingly no party to this Deed will argue to the contrary.
   
6 COUNTERPARTS
   
6.1 This Deed may be executed and delivered in any number of counterparts, all of which, taken together, shall constitute one and the same deed.

 

IN WITNESS whereof this Deed has been executed as a deed on the date first above written.

 

Signed as a Deed for and on behalf of

FORAFRIC AGRO HOLDINGS LIMITED

acting by a director in the presence of:

 

 
  Director
   

 

Witness signature  
     
Name  
(in block capitals)  
Address  
     
     
Occupation  

 

 

-32-

 

 

Signed as a Deed for and on behalf of

LIGHTHOUSE CAPITAL LIMITED

acting by a director in the presence of:

 

 
  Director
   

 

Witness signature  
     
Name  
(in block capitals)  
Address  
     
     
Occupation  

 

Signed as a Deed for and on behalf of

[●] acting by its [●] in the presence of:

 

 
  [●]
   

 

Witness signature  
     
Name  
(in block capitals)  
Address  
     
     
Occupation  

 

-33-

 

 

Exhibit 10.3

 

Acknowledgement

 

This Acknowledgement is provided by the undersigned GLOBIS ACQUISITION CORP. (hereinafter Globis) pursuant to a Bond Subscription Deed dated December 31, 2021 (the Deed) made by FORAFRIC AGRO HOLDINGS LIMITED, a private company limited by shares incorporated under the laws of Gibraltar with registered number 114436 and registered office at 57/63 Line Wall Road, Gibraltar (the Issuer), and LIGHTHOUSE CAPITAL LIMITED, a private company limited by shares incorporated under the laws of Gibraltar with registered number 114433 and registered office at 57/63 Line Wall Road, Gibraltar, in favour of the Subscribers from time to time as defined in the Deed. Capitalized terms used but not defined herein shall have the meanings set forth in the Deed.

 

1. Globis hereby acknowledges to the Subscribers that, in the event that the Globis Shares issued pursuant to the Deed are not registered in connection with the consummation of the DE-SPAC Transaction, it has agreed that, within forty-five (45) calendar days after the DE-SPAC Transaction Date, it will file with the U.S. Securities & Exchange Commission (at the its sole cost and expense) a registration statement registering the resale of the Globis Shares issued pursuant to the Deed (the Registration Statement), and that it shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof.
   
2. Globis has also agreed to cause such Registration Statement, or another shelf registration statement that includes the Globis Shares issued pursuant to the Deed, to remain effective until the earliest of (i) the second anniversary of the DE-SPAC Transaction Date, (ii) the date on which the Subscribers cease to hold any Globis Shares issued pursuant to the Deed, or (iii) on the first date on which the Subscribers are able to sell all of the Globis Shares issued to them pursuant to the Deed (or shares received in exchange therefor) under Rule 144 promulgated under the Securities Act of 1933, as amended, within 90 days without limitation as to the amount of such securities that may be sold, provided that each Subscriber fully, promptly, truthfully and accurately discloses its ownership of Globis Shares to Globis and also provides Globis with all other pertinent details of the Subscriber relating to the Globis Shares the Subscriber owns upon request to assist Globis in making the determination described above.
   
3. Globis may amend the Registration Statement so as to convert the Registration Statement to a Registration Statement on Form S-3 (or F-3, as applicable) at such time after Globis becomes eligible to use such Form S-3 (or F-3, as applicable).
   
4. Globis may suspend the use of any such registration statement if it determines that in order for such registration statement not to contain a material misstatement or omission, an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under the Securities Exchange Act of 1934, as amended.

 

 

 

 

5. The obligations of Globis to include the Globis Shares issued to each Subscriber pursuant to the Deed (or shares issued in exchange therefor) for resale in the Registration Statement are contingent upon the Subscriber furnishing in writing and fully, promptly, truthfully and accurately to Globis such information regarding the Subscriber, the securities of Globis held by the Subscriber and the intended method of disposition of such Globis Shares, which shall be limited to non-underwritten public offerings, as shall be reasonably requested by Globis to effect the registration of such Globis Shares, and the execution by each Subscriber of such documents in connection with such registration as Globis may reasonably request that are customary of a selling stockholder in similar situations.

 

  GLOBIS ACQUISITION CORP.
     
  By: /s/ Paul Packer
  Name: Paul Packer
  Title: Chief Executive Officer and Chief Financial Officer

 

 

 

Exhibit 10.4

 

GLOBIS ACQUISITION CORP.

AMENDMENT NO. 4 PROMISSORY NOTE

 

THIS AMENDMENT NUMBER 4 OF NOTE (this “Amendment”) is entered into effective as of December 29, 2021, by Globis Acquisition Corp., a Delaware corporation (“Maker”), and Globis SPAC LLC, a Delaware limited liability company (“Globis SPAC”), or its designees.

 

RECITALS:

 

WHEREAS that certain Promissory Note, dated January 11, 2021, in the original principal amount of $1,000,000.00 (the “Note”) executed by Maker payable to Globis SPAC; and

 

WHEREAS, the Note was amended by Amendment No. 2 on July 19, 2021 to increase the principal amount of the Note to $2,000,000; and

 

WHEREAS, the Note was amended by Amendment No. 3 on October 13, 2021 to increase the principal amount of the Note to $3,000,000; and

 

WHEREAS the parties desire to further amend the Note to increase the principal amount of the Note to $5,000,000, and each party acknowledges the mutual benefits of so amending the Note;

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

 

  1. The Principal Amount of the Note is hereby increased to $5,000,000.

 

All other terms of the Note, as amended, shall remain in full force and effect.

 

[Signature Page Follows]

 

 

 

 

EXECUTED as of the day and year first above written.

 

  GLOBIS ACQUISITION CORP.
  a Delaware corporation
     
  By: /s/ Paul Packer
  Name: Paul Packer
  Title: Chief Executive Officer and Chief Financial Officer
     
  GLOBIS SPAC LLC
  a Delaware limited liability company
     
  By: /s/ Paul Packer
  Name: Paul Packer
  Title: Manager

 

SIGNATURE PAGE TO AMENDMENT NO. 4 TO PROMISSORY NOTE