5,000,000 Units BUKIT JALIL GLOBAL ACQUISITION 1 LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • June 30th, 2023 • Bukit Jalil Global Acquisition 1 Ltd. • Blank checks • New York
Bukit Jalil Global Acquisition 1 Ltd., a Cayman Islands exempted company with limited liability (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as the representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2023 • Bukit Jalil Global Acquisition 1 Ltd. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the June 27, 2023, by and among Bukit Jalil Global Acquisition 1 Ltd., a Cayman Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENTRights Agreement • June 30th, 2023 • Bukit Jalil Global Acquisition 1 Ltd. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of June 27, 2023 between Bukit Jalil Global Acquisition 1 Ltd., a Cayman Islands company, with offices at 31-1 Taman Miharja Phase 3B, Jalan 3/93, 2 ½ Miles, Cheras Kuala Lumpur, Malaysia 55200 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Right Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 30th, 2023 • Bukit Jalil Global Acquisition 1 Ltd. • Blank checks • New York
This Agreement, made and entered into effective as of June 27, 2023 (“Agreement”), by and between Bukit Jalil Global Acquisition 1 Ltd., a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 12th, 2023 • Bukit Jalil Global Acquisition 1 Ltd. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of ________, 2023 by and between Bukit Jalil Global Acquisition 1 Ltd. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • June 30th, 2023 • Bukit Jalil Global Acquisition 1 Ltd. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 27, 2023, is by and between Bukit Jalil Global Acquisition 1 Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, LLC, as warrant agent (the “Warrant Agent” or also referred to herein as the “Transfer Agent”).
BUKIT JALIL GLOBAL ACQUISITION 1 LTD. Kuala Lumpur, Malaysia 55200Bukit Jalil Global Acquisition 1 Ltd. • June 12th, 2023 • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase 1,437,500 ordinary shares (the “Shares”), par value $0.0001 per share (the “Ordinary Shares”) in ourselves, Bukit Jalil Global Acquisition 1 Ltd., a Cayman Islands exempted company (the “Company”), among which, up to 187,500 Ordinary Shares are subject to forfeiture by you if the underwriter of the initial public offering (the "IPO") of the Company does not fully exercise their over-allotment options (the "Over-allotment Option"). The terms on which the Company is willing to sell the Shares to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreement regarding such Shares, are as follows:
PRIVATE UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND THE SPONSORPrivate Unit Subscription Agreement • June 30th, 2023 • Bukit Jalil Global Acquisition 1 Ltd. • Blank checks
Bukit Jalil Global Acquisition 1 Ltd. Kuala Lumpur, Malaysia 55200 28th Floor New York, NY 10022Bukit Jalil Global Acquisition 1 Ltd. • June 30th, 2023 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Bukit Jalil Global Acquisition 1 Ltd., a Cayman Islands company (the “Company”), and A.G.P. / Alliance Global Partners, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share”), one-half of one redeemable warrant, with each whole warrant to acquire one Ordinary Share (the “Warrants”), and one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 30th, 2023 • Bukit Jalil Global Acquisition 1 Ltd. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 27, 2023 by and between Bukit Jalil Global Acquisition 1 Ltd. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • June 12th, 2023 • Bukit Jalil Global Acquisition 1 Ltd. • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of [__], 2023 (“Agreement”), by and among Bukit Jalil Global Acquisition 1 Ltd., a Cayman Islands exempted Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York limited liability trust company (the “Escrow Agent”).
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • June 30th, 2023 • Bukit Jalil Global Acquisition 1 Ltd. • Blank checks
This Securities Transfer Agreement is dated as of April 12, 2023 (this “Transfer”), by and among Bukit Jalil Global Investment Ltd., a Cayman Islands exempted company (the “Seller”), Bukit Jalil Global Acquisition 1 Ltd., a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
Bukit Jalil Global Acquisition 1 Ltd.Letter Agreement • June 30th, 2023 • Bukit Jalil Global Acquisition 1 Ltd. • Blank checks
This letter agreement by and between Bukit Jalil Global Acquisition 1 Ltd. (the “Company”) and Bukit Jalil Global Investment Ltd. (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date of the Company’s final prospectus (the “Start Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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”):
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • June 12th, 2023 • Bukit Jalil Global Acquisition 1 Ltd. • Blank checks
This Securities Transfer Agreement is dated as of April 12, 2023(this “Transfer”), by and among Bukit Jalil Global Investment Ltd., a Cayman Islands exempted company (the “Seller”), Bukit Jalil Global Acquisition 1 Ltd., a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
BUSINESS COMBINATION AGREEMENT by and among BUKIT JALIL GLOBAL ACQUISITION 1 LTD., GIBO HOLDINGS LIMITED, GIBO MERGER SUB 1 LIMITED, GIBO MERGER SUB 2 LIMITED, and GLOBAL IBO GROUP LTD. dated August 5, 2024Business Combination Agreement • August 9th, 2024 • Bukit Jalil Global Acquisition 1 Ltd. • Blank checks • New York
This Business Combination Agreement, dated August 5, 2024 (this “Agreement”), is made and entered into by and among Bukit Jalil Global Acquisition 1 Ltd., a Cayman Islands exempted company limited by shares (“Acquiror”), GIBO Holdings Limited, a Cayman Islands exempted company limited by shares and a direct wholly-owned Subsidiary of the Company (“PubCo”), GIBO Merger Sub 1 Limited, a Cayman Islands exempted company limited by shares and a direct wholly-owned Subsidiary of PubCo (“Merger Sub I”), GIBO Merger Sub 2 Limited, a Cayman Islands exempted company limited by shares and a direct wholly-owned Subsidiary of PubCo (“Merger Sub II”) and Global IBO Group Ltd., a Cayman Islands exempted company limited by shares (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2024 • Bukit Jalil Global Acquisition 1 Ltd. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [___], is made and entered into by and among GIBO Holdings Limited, a Cayman Islands exempted company limited by shares (“PubCo”), and each of the undersigned parties listed on the signature pages hereto under “Holders” (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SHARE ESCROW AGREEMENTShare Escrow Agreement • June 30th, 2023 • Bukit Jalil Global Acquisition 1 Ltd. • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of June 27, 2023 (“Agreement”), by and among Bukit Jalil Global Acquisition 1 Ltd., a Cayman Islands exempted Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York limited liability trust company (the “Escrow Agent”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 9th, 2024 • Bukit Jalil Global Acquisition 1 Ltd. • Blank checks • New York
This Sponsor Support Agreement (this “Agreement”) is made and entered into as of August 5, 2024, by and among (i) GIBO Holdings Limited, a Cayman Islands exempted company (“Pubco”), (ii) Global IBO Group Ltd., a Cayman Islands exempted company (the “Company”), (iii) Bukit Jalil Global Investment Ltd. a Cayman Islands exempted company (the “Sponsor”), and (iv) Bukit Jalil Global Acquisition 1 Ltd., a Cayman Islands exempted company (“Acquiror”). Pubco, the Company, Acquiror, and the Sponsor are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • August 9th, 2024 • Bukit Jalil Global Acquisition 1 Ltd. • Blank checks • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated [ ], is made by and among Bukit Jalil Global Acquisition 1 Ltd., a Cayman Islands exempted company (the “Company”), GIBO Holdings Limited, a Cayman Islands exempted company (“PubCo”), Bukit Jalil Global Investment Ltd., a Cayman Islands limited liability company (“Sponsor”) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated June 27, 2023, by and between the Company and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
TRUST AMENDMENTInvestment Management Trust Agreement • July 2nd, 2024 • Bukit Jalil Global Acquisition 1 Ltd. • Blank checks • New York
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of July 1, 2024, by and between Bukit Jalil Global Acquisition 1 Ltd., a Cayman Islands company (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated June 27, 2023, by and between the parties hereto (as the same may be amended, restated or supplemented, the “Trust Agreement”).
COMPANY SHAREHOLDER SUPPORT AGREEMENTCompany Shareholder Support Agreement • August 9th, 2024 • Bukit Jalil Global Acquisition 1 Ltd. • Blank checks • New York
This Company Shareholder Support Agreement (this “Agreement”) is made and entered into as of August 5, 2024, by and among (i) GIBO Holdings Limited, a Cayman Islands exempted company (“Pubco”), (ii) Global IBO Group Ltd., a Cayman Islands exempted company (the “Company”), (iii) certain shareholders of the Company (each, a “Requisite Shareholder”), and (iv) Bukit Jalil Global Acquisition 1 Ltd., a Cayman Islands exempted company (the “Acquiror”). Pubco, the Company, Acquiror, and the Requisite Shareholders are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • June 27th, 2023 • Bukit Jalil Global Acquisition 1 Ltd. • Blank checks
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
