REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 15th, 2020 • Globis Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 10, 2020, is made and entered into by and among Globis Acquisitions Corp., a Delaware corporation (the “Company”), Globis SPAC LLC, a Delaware limited liability company (“Globis SPAC”), and Up and Up Capital, LLC, a Delaware limited liability company (“Up and Up” and together with Globis SPAC, the “Sponsors” and each, a “Sponsor”) (the Sponsors 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”).
10,000,000 Units Globis Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • December 15th, 2020 • Globis Acquisition Corp. • Blank checks • New York
The undersigned, Globis Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you,” “Chardan,” or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 15th, 2020 • Globis Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 10, 2020, by and between Globis Acquisition Corp., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”).
Globis Acquisition CorpSubscription Agreement • December 7th, 2020 • Globis Acquisition Corp. • Blank checks • Delaware
We are pleased to accept the offer Up and Up Capital, LLC (the “Subscriber” or “you”) has made to purchase 172,500 shares (“Founder Shares”) of the common stock, $0.0001 par value per share (“Common Stock”), of Globis Acquisition Corp., a Delaware corporation (the “Company”), up to 22,500 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 7th, 2020 • Globis Acquisition Corp. • Blank checks
This Indemnification Agreement (“Agreement”) is made and entered into as of this [ ] day of [______], 2020, by and between Globis Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • December 15th, 2020 • Globis Acquisition Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of December 10, 2020, by and between Globis Acquisition Corp., a Delaware company (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • December 15th, 2020 • Globis Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 10, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Globis Acquisition Corp., a Delaware corporation (the “Company”), and Globis SPAC LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 15th, 2020 • Globis Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 10, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Globis Acquisition Corp., a Delaware corporation (the “Company”), and Up and Up Capital, LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 7th, 2020 • Globis Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [___], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Globis Acquisition Corp., a Delaware corporation (the “Company”), and [____] company (the “Purchaser”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • December 15th, 2020 • Globis Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 10th day of December, 2020, by and between Globis Acquisition Corp., a Delaware corporation (the “Company”), and Up and Up Capital, LLC, a Delaware limited liability company (the “Subscriber”).
December 10, 2020 Globis Acquisition Corp. New York, New York 10022Underwriting Agreement • December 15th, 2020 • Globis Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Globis Acquisition Corp., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, 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 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant to purchase one share of Common Stock (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below)
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 15th, 2020 • Globis Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of December 10, 2020 (“Agreement”), by and among Globis Acquisition Corp., a Delaware corporation (the “Company”), Globis SPAC LLC, a Delaware limited liability company, Up and Up Capital, LLC, a Delaware limited liability company (each, a “Sponsor” and together, the “Sponsors”), Chardan Capital Markets, LLC, a Delaware limited liability company (“Chardan”, and together with the Sponsors, the “Escrow Participants”) and VSTOCK TRANSFER, LLC, a California limited liability trust company (the “Escrow Agent”).
Dated_April 20, 2022 FORAFRIC AGRO HOLDINGS LIMITED (as Issuer) and LIGHTHOUSE CAPITAL LIMITED (as Issuer’s Shareholder) AMENDMENT TO bond SUBScRIPTION deedBond Subscription Deed • April 21st, 2022 • Globis Acquisition Corp. • Blank checks
Globis Acquisition Corp.Office Space and Support Agreement • December 15th, 2020 • Globis Acquisition Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Globis Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Globis Capital Management, L.P. (the “Affiliate”) shall make available to the Company certain office space, utilities and secretarial and administrative support as may be required by the Company from time to time, situated at 805 Third Avenue, 15th floor, New York, New York 10022 (or any successor location). In exchange therefor, the Company shall pay the Affiliate the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the
Globis Acquisition Corp.Office Space and Support Agreement • December 7th, 2020 • Globis Acquisition Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Globis Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), _________ (the “Affiliate”) shall make available to the Company certain office space, utilities and secretarial and administrative support as may be required by the Company from time to time, situated at 805 Third Avenue, 15th floor, New York, New York 10022 (or any successor location). In exchange therefor, the Company shall pay the Affiliate the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date; pro
LEASE AGREEMENTLease Agreement • February 15th, 2022 • Globis Acquisition Corp. • Blank checks
DARAFRIC SARL A.U., a limited liability single-person company, with share capital of DH 10,000, whose registered office is situated at 89 Boulevard Al Massira Al Khadra, Casablanca, duly registered in the Register of Companies of Casablanca under number 410 819, represented by Mr Michael EL BAZ under powers conferred upon him,
SECURITIES PURCHASE AGREEMENT BY AND AMONG GLOBIS ACQUISITION CORP., LIGHTHOUSE CAPITAL LIMITED,Securities Purchase Agreement • December 20th, 2021 • Globis Acquisition Corp. • Blank checks • Nevada
This SECURITIES Purchase Agreement (this “Agreement”) is entered into as of December 19, 2021 (the “Signing Date”), by and among (i) Globis Acquisition Corp., a Delaware corporation (“Buyer”), (ii) Lighthouse Capital Limited, a Gibraltar private company limited by shares (the “Seller”), and (iii) Forafric Agro Holdings Limited, a Gibraltar private company limited by shares (the “Company”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them on Exhibit A attached hereto. Buyer, the Seller, and the Company are referred to collectively herein as the “Parties” and each individually as a “Party.”
ASSIGNMENT AND NOVATION AGREEMENTAssignment and Novation Agreement • June 10th, 2022 • Globis Acquisition Corp. • Blank checks • New York
This ASSIGNMENT AND NOVATION (this “Assignment and Novation”) is made as of June 9, 2022, by and between Globis NV Merger 2 Corp., a Nevada corporation (the “Assignor”), and Forafric Global PLC, a Gibraltar public company limited by shares (the “Assignee”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Warrant Agreement (as defined below).
BETWEENDeed of Indemnity • April 21st, 2022 • Globis Acquisition Corp. • Blank checks • Gibraltar
Globis Acquisition CorpSubscription Agreement • December 7th, 2020 • Globis Acquisition Corp. • Blank checks • New York
This Amendment No. 1 (this “Amendment”) is made to that certain Subscription Agreement (the “Subscription Agreement”), dated as of September 1, 2020 by and between Globis Acquisition Corp., a Delaware corporation (the “Company”), and Globis SPAC LLC (the “Subscriber”). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to such terms in the Subscription Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 4th, 2022 • Globis Acquisition Corp. • Blank checks • Delaware
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 subsidi
CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.] Framework contract for...Framework Contract for the Delegation of Purchases and Methods of Application • February 15th, 2022 • Globis Acquisition Corp. • Blank checks
The company FORAFRIC MAROC, located at 29, rue Bab Mansour, Casablanca 20250, MOROCCO, representing the import companies CERELIS SARL and FORAFRIC SA and validly represented for this purpose by Mr Mustapha JAMALEDDINE, in his capacity as General Manager;
AMENDMENT NO. 1 TO PURCHASE AGREEMENTPurchase Agreement • April 21st, 2022 • Globis Acquisition Corp. • Blank checks
This Amendment No. 1 (this “Amendment”), dated April 20, 2022 (the “Effective Date”), is made and entered into by and among: (i) Globis Acquisition Corp., a Delaware corporation (“Buyer”); (ii) Lighthouse Capital Limited, a Gibraltar private company limited by shares (“Seller”); (iii) Forafric Agro Holdings Limited, a Gibraltar private company limited by shares (the “Company”); and (iv) Globis NV Merger Corp., a Nevada corporation (“New Parent”). Buyer, Seller, the Company, and New Parent are collectively referred to herein as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Securities Purchase Agreement, dated December 19, 2021 (as further amended, restated, supplemented, or otherwise modified from time to time, the “Purchase Agreement”), by and among Buyer, Seller, and the Company.
Globis Acquisition Corp. AMENDMENT NO. 1 PROMISSORY NOTEPromissory Note • May 19th, 2021 • Globis Acquisition Corp. • Blank checks
THIS AMENDMENT OF NOTE (this “Amendment”) is entered into effective as of April 28, 2021, by Globis Acquisition Corp., a Delaware corporation (“Maker”), Globis SPAC LLC, a Delaware limited liability company (“Globis SPAC”), and Globis Capital Partners, LP, a Delaware limited partnership (“Globis Capital” and together with Globis SPAC and Maker, the “Parties”).
