FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

Exhibit 10.4

FINAL FORM

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

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)).

RECITALS

WHEREAS, SPAC and the Sponsor are parties to that certain Registration Rights Agreement, dated as of April 8, 2021 (the “Original Agreement” and, as amended by this Amendment, the “Registration Rights Agreement”), pursuant to which SPAC granted certain registration rights to the Sponsor and I-Bankers with respect to SPAC’s securities;

WHEREAS, on December 21, 2021, (i) the Company, (ii) Gorilla Merger Sub, Inc., a Cayman Islands exempted company and a direct wholly owned subsidiary of the Company (“Merger Sub”), and (iii) SPAC, entered into that certain Business Combination Agreement (as amended from time to time in accordance with the terms thereof, the “Business Combination Agreement”);

WHEREAS, pursuant to the Business Combination Agreement, subject to the terms and conditions thereof, (i) prior to, but contingent upon, the Closing of the Merger, pursuant to a recapitalization (the “Recapitalization”) approved by the Company’s shareholders, (a) each outstanding preferred share, (“Company Preferred Shares”) shall become and be converted into ordinary shares, of the Company (“Company Ordinary Shares”) and (b) immediately following such conversion, each then outstanding Company Ordinary Share shall become and be converted into such number of Company Ordinary Shares as is determined pursuant to the terms of the Business Combination Agreement; (ii) as described the Business Combination Agreement, immediately following the consummation of the Recapitalization, Merger Sub shall, at the Effective Time, be merged with and into SPAC, and SPAC shall continue as a wholly owned subsidiary of the Company, and, in connection therewith, (A) each ordinary share of SPAC issued and outstanding immediately prior to the Effective Time, including ordinary shares of SPAC issued as part of the Backstop PIPE Securities, shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive an equal number of Company Ordinary Shares, and (B) each SPAC Warrant shall be assumed by the Company and become a warrant to purchase the same number of Company Ordinary Shares (each, a “Company Warrant”) at the same exercise price during the same exercise period as the SPAC Warrant being assumed all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the provisions of applicable law; and (iii) the memorandum and articles of association of SPAC shall be amended and restated in the form attached as Exhibit I to the Business Combination Agreement and each issued and outstanding share of common stock of Merger Sub shall become and be converted into one ordinary share of SPAC, and the corporate name of SPAC shall be changed to a name mutually agreed upon by SPAC and the Company;

WHEREAS, the parties hereto desire to amend the Original Agreement to add the Company as a party to the Registration Rights Agreement and to revise the terms hereof in order to reflect the transactions contemplated by the Business Combination Agreement, including the issuance of the Company Ordinary Shares and assumption of the SPAC Warrants thereunder; and

WHEREAS, pursuant to Section 5.5 of the Original Agreement, the Original Agreement can be amended with the written consent of SPAC and the holders of at least a majority in interest of the Registrable Securities at the time in question.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Addition of the Company as a Party to the Registration Rights Agreement. The parties hereby agree to add the Company as a party to the Registration Rights Agreement. The parties further agree that, from and after the Closing, all of the rights and obligations of SPAC under the Registration Rights Agreement shall be, and hereby are, assigned and delegated to and assumed by the Company as if it were the original “Company” party thereto. By executing this Amendment, the Company hereby agrees to be bound by and subject to all of the terms and conditions of the Registration Rights Agreement, including from and after the Closing as if it were the original “Company” party thereto.

2. Amendments to Registration Rights Agreement. The Parties hereby agree to the following amendments to the Registration Rights Agreement:

(a) The defined terms in this Amendment, including in the preamble and recitals hereto, and the definitions incorporated by reference from the Business Combination Agreement, are hereby added to the Registration Rights Agreement as if they were set forth therein.

(b) The parties hereby agree that the term “Registrable Security” shall include any Company Ordinary Shares issued by the Company to the Sponsor under the Business Combination Agreement in the Merger for its Registrable Securities of SPAC, and any SPAC Warrants assumed by the Company in connection therewith and any Company Ordinary Shares issuable upon exercise or conversion of such Company Warrants and any other securities of the Company or any successor entity issued to the Sponsor in consideration of (including as a stock split, dividend or distribution) or in exchange for any of such securities. The parties also agree that any reference in the Registration Rights Agreement to “Ordinary Shares” will instead refer to Company Ordinary Shares, and any other securities of the Company or any successor entity issued in consideration of (including as a stock split, dividend or distribution) or in exchange for any of such securities.

(c) Section 5.1 of the Registration Rights Agreement is hereby amended to add the following address for notices to the Company under the Registration Rights Agreement: “Gorilla Technology Group Inc., 0X-0, Xx.000, Xxxx Xxxxx Xxxx, Xxxxx, Xxxxxx, Xxxxxx, R.O.C., Attn: Xx. Xxxxxxx Koh.”

3. Effectiveness. This Amendment shall become effective upon the Closing. In the event that the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, this Amendment and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

4. Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Original Agreement are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Original Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein. Any reference to the Registration Rights Agreement in the Original Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Registration Rights Agreement, as amended by this Amendment (or as the Registration Rights Agreement may be further amended or modified in accordance with the terms thereof and hereof). The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent with the provisions of the Original Agreement, including Sections 5.4 thereof.

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IN WITNESS WHEREOF, each party hereto has signed or has caused to be signed by its officer thereunto duly authorized this First Amendment to Registration Rights Agreement as of the date first above written.

The Company:

GORILLA TECHNOLOGY GROUP INC.

By:

Name:  

Title:  

Sponsor:

GLOBAL SPAC SPONSOR LLC

By:

Name:  

Title:  

SPAC:

GLOBAL SPAC PARTERS CO.

By:

Name:

Title:  

I-BANKERS SECURITIES, INC.

By:

Name:  

Title:  

{Signature Page to First Amendment to Registration Rights Agreement}

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