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).
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.
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).
