REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 14th, 2021 • Global SPAC Partners Co, • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 8, 2021, is made and entered into by and among Global SPAC Partners Co., a Cayman Islands exempted company (the “Company”), Global SPAC Sponsors LLC, a Delaware limited liability company (the “Sponsor”), I-Bankers Securities, Inc. (“I-Bankers”) and the other undersigned parties listed on the signature page hereto (each such party, together with the Sponsor, I-Bankers and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
16,000,000 Units Global SPAC Partners Co. UNDERWRITING AGREEMENTUnderwriting Agreement • April 14th, 2021 • Global SPAC Partners Co, • Blank checks • New York
The undersigned Global SPAC Partners Co., a Cayman Islands exempted company (“Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (hereinafter referred to as “you”, “I-Bankers”) as representative for and on behalf of itself and the other underwriters named on Schedule A hereto (the Representative and the other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”):
Global SPAC Partners Co. PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman IslandsSecurities Subscription Agreement • October 13th, 2020 • Global SPAC Partners Co, • Blank checks • New York
Global SPAC Partners Co., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Global SPAC Partners Sponsors LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for and purchase 5,750,000 of the Company’s Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Ordinary Shares”), up to 750,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over- allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
20,000,000 Units Global SPAC Partners Co. UNDERWRITING AGREEMENTUnderwriting Agreement • March 18th, 2021 • Global SPAC Partners Co, • Blank checks • New York
The undersigned, Global SPAC Partners Co., a Cayman Islands exempted company (“Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (hereinafter referred to as “you”, “I-Bankers”) as follows, where I-Bankers acts as representative for and on behalf of itself, Emirates NBD Capital PSC (hereinafter referred to as “Emirates”), the other underwriters named on Schedule A hereto, and Emirates NBD Capital Limited (“EMCAP”), acting as a co-manager (in such representative capacity, the “Representative”) (the Representative and the other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”):
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 18th, 2021 • Global SPAC Partners Co, • Blank checks • New York
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • March 9th, 2021 • Global SPAC Partners Co, • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2021 among the Company, Indemnitee and the other parties thereto pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 14th, 2021 • Global SPAC Partners Co, • Blank checks • New York
April 8, 2021Underwriting Agreement • April 14th, 2021 • Global SPAC Partners Co, • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Global SPAC Partners Co., a Cayman Islands exempted company (the “Company”), and I-Bankers Securities, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 18,400,000 of the Company’s units (including up to 2,400,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of (i) one subunit (consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one-quarter of one warrant) (the “Subunits”) and (ii) one-half of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share. The Units shall be sold in the Publi
WARRANT AGREEMENT between GLOBAL SPAC PARTNERS CO. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated April 8, 2021Warrant Agreement • April 14th, 2021 • Global SPAC Partners Co, • Blank checks • New York
PLACEMENT UNIT SUBSCRIPTION AGREEMENTPlacement Unit Subscription Agreement • April 14th, 2021 • Global SPAC Partners Co, • Blank checks • New York
This PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 8th day of April, 2021, by and between Global SPAC Partners Co., a Cayman Islands company (the “Company”), having its principal place of business at 2093 Philadelphia Pike #1968, Claymont, DE 19703, and Global SPAC Sponsors LLC (the “Subscriber”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2021 • Global SPAC Partners Co, • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Gorilla Technology Group Inc., a Cayman Islands exempted company (the “Company”), and the undersigned parties listed on the signature page hereto (each a “Holder” and collectively the “Holders”).
BUSINESS COMBINATION AGREEMENT by and among GLOBAL SPAC PARTNERS CO., as SPAC, GORILLA MERGER SUB, INC. as Merger Sub, and GORILLA TECHNOLOGY GROUP INC., as the Company, Dated as of December 21, 2021Business Combination Agreement • December 28th, 2021 • Global SPAC Partners Co, • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of December 21, 2021 by and among (i) Global SPAC Partners Co., a Cayman Islands exempted company (together with its successors, “SPAC”), (ii) Gorilla Merger Sub, Inc., a Cayman Islands exempted company and a direct wholly owned subsidiary of the Company (“Merger Sub”), and (iii) Gorilla Technology Group Inc., a Cayman Islands exempted company (the “Company”). SPAC, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
Global SPAC Partners Co.Administrative Services Agreement • March 18th, 2021 • Global SPAC Partners Co, • Blank checks • Delaware
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • December 28th, 2021 • Global SPAC Partners Co, • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2021, by and between (i) Gorilla Technology Group Inc., a Cayman Islands exempted company (the “Company”) and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement, as hereinafter defined.
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2021 • Global SPAC Partners Co, • Blank checks
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of [●], and shall be effective as of the Closing (defined below), by and among (i) Gorilla Technology Group Inc., a Cayman Islands exempted company (the “Company”), (ii) Global SPAC Partners Co., a Cayman Islands exempted company (“SPAC”), (iii) Global SPAC Sponsors LLC, a Delaware limited liability company (the “Sponsor”) and (iv) I-Bankers Securities, Inc. (“I-Bankers”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (as defined below) (and if such term is not defined in the Registration Rights Agreement, then in the Business Combination Agreement (as defined below)).
AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • December 28th, 2021 • Global SPAC Partners Co, • Blank checks
THIS AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is made and entered into as of [___], 2022, by and among (i) Global SPAC Partners Co., a Cayman Islands exempted company (the “SPAC”), (ii) Gorilla Technology Group Inc., a Cayman Islands exempted company (the “Company”), and (iii) Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Warrant Agreement (as defined below) (and if such term is not defined in the Warrant Agreement, then the Business Combination Agreement (as defined below)).
AMENDED AND RESTATED SUBSCRIPTION AGREEMENT May 18, 2022Subscription Agreement • May 18th, 2022 • Global SPAC Partners Co, • Services-prepackaged software • New York
Reference is hereby made to that certain Subscription Agreement, dated as of February 10, 2022 (the “Original Subscription Agreement”), by and among between Global SPAC Partners Co., a Cayman Islands exempted company (together with its successors, the “Company”), Gorilla Technology Group Inc., a Cayman Islands exempted company (together with its successors, “Target”), and the undersigned subscriber (“Subscriber”), pursuant to which in connection with the proposed business combination (the “Transaction”) between the Company and the Target in accordance with that certain Business Combination Agreement, dated as of December 21, 2021 (the “Original BCA”, and as it is being amended and restated on or about the date hereof by the Amended BCA (as defined below), and as it may be further amended, the “BCA”), by and among, the Company, Target and Gorilla Merger Sub, Inc., a Cayman Islands exempted company and a direct wholly owned subsidiary of Target (“Merger Sub”), the Subscriber agreed to pu
VOTING AGREEMENTVoting Agreement • December 28th, 2021 • Global SPAC Partners Co, • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of December 21, 2021, by and among (i) Gorilla Technology Group Inc., a Cayman Islands exempted company (the “Company”), (ii) Global SPAC Partners Co., a Cayman Islands exempted company (together with its successors, “SPAC”), and (iii) the undersigned shareholder of SPAC (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
Global SPAC Partners Co.Administrative Services Agreement • April 14th, 2021 • Global SPAC Partners Co, • Blank checks • Delaware
This letter agreement by and between Global SPAC Partners Co., a Cayman Islands exempted company (the “Company”) and SPAC Partners LLC (“LLC”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
VOTING AGREEMENTVoting Agreement • December 28th, 2021 • Global SPAC Partners Co, • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of December 21, 2021, by and among (i) Gorilla Technology Group Inc., a Cayman Islands exempted company (the “Company”), (ii) Global SPAC Partners Co., a Cayman Islands exempted company (together with its successors, “SPAC”), and (iii) the undersigned shareholder of the Company (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
AMENDMENT TO LETTER AGREEMENTLetter Agreement • May 18th, 2022 • Global SPAC Partners Co, • Services-prepackaged software
THIS AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of [●], and shall be effective as of the Closing (defined below), by and among (i) Global SPAC Partners Co., a Cayman Islands exempted company (“Company”), (ii) Global SPAC Sponsors LLC, a Delaware limited liability company (the “Sponsor”), (iii) I-Bankers Securities, Inc. (“I-Bankers”), (iv) Gorilla Technology Group Inc., a Cayman Islands exempted company (the “Target”), and (v) the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team and who, along with the Sponsor and I-Bankers, and other transferees of the applicable Company securities, is referred to as an “Insider” pursuant to the terms of the Letter Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Letter Agreement (as defined below) (and if such term is not defined in the Letter Agreement, then in the BCA (as de
FIRST AMENDMENT TO LOCK-UP AGREEMENTLock-Up Agreement • February 11th, 2022 • Global SPAC Partners Co, • Services-prepackaged software
This First Amendment To Lock-Up Agreement, dated as of [●], 2022 (this “Amendment”), amends that certain Lock-Up Agreement made and entered into as of December 21, 2021 (the “Lock-Up Agreement”), by and between (i) Gorilla Technology Group Inc., a Cayman Islands exempted company (the “Company”), and (ii) the undersigned (“Holder”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Lock-Up Agreement.
