REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2020 • Globis Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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”).
UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 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:
Globis Acquisition CorpGlobis Acquisition Corp. • December 7th, 2020 • 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 7th, 2020 • Globis Acquisition Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of [*], 2020, by and between Globis Acquisition Corp., a Delaware company (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 7th, 2020 • Globis Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020, by and between Globis Acquisition Corp., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”).
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 7th, 2020 • Globis Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [__] day of [__] 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”).
Date] Globis Acquisition Corp. New York, New York 10022Letter Agreement • December 7th, 2020 • Globis Acquisition Corp. • Blank checks • New York
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 7th, 2020 • Globis Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of _____, 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 ____ 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”).
Globis Acquisition Corp.Globis Acquisition Corp. • December 7th, 2020 • 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
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.
