UNDERWRITING AGREEMENTUnderwriting Agreement • December 10th, 2021 • Globalink Investment Inc. • Blank checks • New York
The undersigned, Globalink Investment Inc., 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 10th, 2021 • Globalink Investment Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 6, 2021, by and among Globalink Investment Inc., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNITY AGREEMENTIndemnity Agreement • December 10th, 2021 • Globalink Investment Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 6, 2021, by and between Globalink Investment Inc., a Delaware corporation (the “Company”), and the undersigned in the signature page (“Indemnitee”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 19th, 2021 • Globalink Investment Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Globalink Investment Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • December 10th, 2021 • Globalink Investment Inc. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of December 6, 2021, by and between Globalink Investment Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 10th, 2021 • Globalink Investment Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of December 6, 2021 by and between Globalink Investment Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
RIGHTS AGREEMENTRights Agreement • December 10th, 2021 • Globalink Investment Inc. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of December 6, 2021, by and between Globalink Investment Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as rights agent (the “Rights Agent”).
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 17th, 2023 • Globalink Investment Inc. • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of March 6, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Globalink Investment Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
MERGER AGREEMENT dated as of January 30, 2024 by and among Alps Global Holding Berhad, as the Company, Globalink Investment Inc., as Parent, GL Sponsor LLC, in the capacity as the Parent Representative, and Dr. Tham Seng Kong, in the capacity as the...Merger Agreement • January 31st, 2024 • Globalink Investment Inc. • Blank checks • Delaware
MERGER AGREEMENT dated as of January 30, 2024 (this “Agreement”), by and among (i) Alps Global Holding Berhad, a company formed under the laws of Malaysia (the “Company”), (ii) Globalink Investment Inc., a Delaware corporation (“Parent”), (iii) GL Sponsor LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) other than the Company Shareholders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Parent Representative”), and (iv) Dr. Tham Seng Kong, an individual, in the capacity as the representative from and after the Effective time for the Company Shareholders (as defined below) as of immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (the “Seller Representative”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2024 • Globalink Investment Inc. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of , 2024, and shall be effective as of the Closing (as defined below), is made and entered into by and among (i) Alps Life Science Inc.(formerly known as Globalink Investment Inc.), a Delaware corporation (the “Company”), (ii) each of the undersigned parties that are Pre-BC Investors (as defined below), and (iii) each of the former shareholders of Alps Global Holding Berhad, a company formed under the laws of Malaysia (“Alps Global”) whose names are listed on Exhibit A hereto (each a “Alps Global Shareholder” and collectively the “Alps Global Shareholders”) (each of the foregoing parties (other than the Company) and any Person (as defined below) who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, an “Investor” and collectively, the “Investors”).
Globalink Investment Inc. New York, NY 10036Letter Agreement • November 19th, 2021 • Globalink Investment Inc. • Blank checks • New York
This letter agreement (this “Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Globalink Investment Inc., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of common stock, par value $0.001 per share (“Common Stock”), of the Company, one right to receive one-tenth (1/10) of one share of Common Stock upon the consummation of an initial Business Combination (“Right(s)”) and one warrant, with each Warrant entitling its holder to purchase one-half (1/2) of one share of Common Stock at a price of $11.50 per full share (“Warrant(s)”). Certain capitalized terms used herein are defined in paragraph 16 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 19th, 2021 • Globalink Investment Inc. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of [●], 2021 (this “Agreement”), by and among GLOBALINK INVESTMENT INC., a Delaware corporation (“Company”), the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • August 10th, 2022 • Globalink Investment Inc. • Blank checks
This LOCK-UP AGREEMENT (this “Agreement”) is dated as of August [*], 2022 by and between the undersigned stockholder (the “Holder”), Globalink Investment Inc., a Delaware corporation (the “Parent”) and GL Sponsor LLC, in the capacity as the Parent Representative (the “Parent Representative”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • January 31st, 2024 • Globalink Investment Inc. • Blank checks
In connection with the proposed business combination (the “Transaction”) by and among Globalink Investment Inc. a Delaware corporation (“Parent”), Alps Global Holding Berhad, a Company formed under the laws of Malaysia (“Target”), pursuant to that certain Merger Agreement, dated as of January [●], 2024 (as it may be amended, modified or supplemented from time to time, the “Transaction Agreement”), by and among Parent, Target and certain other parties named therein, Parent is seeking commitments to purchase shares of Parent’s securities (the “Securities”), on the terms more fully described in Exhibit A (the “Purchase Price”), in a private placement to be conducted by Parent (the “Offering”).
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • June 11th, 2024 • Globalink Investment Inc. • Blank checks
FORM OF COMPANY SHAREHOLDERS SUPPORT AGREEMENTShareholders Support Agreement • January 31st, 2024 • Globalink Investment Inc. • Blank checks
This COMPANY SHAREHOLDERS SUPPORT AGREEMENT, dated as of , 2024 (this “Support Agreement”), is entered into by and among the Shareholders named on the signature page hereto (each, a “Shareholder”), Alps Global Holding Berhad, a company formed under the laws of Malaysia (the “Company”), and Globalink Investment Inc., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AMENDED AND RESTATED MERGER AGREEMENT dated as of May 20, 2024 by and among Globalink Investment Inc., as Parent,Amended and Restated Merger Agreement • May 24th, 2024 • Globalink Investment Inc. • Blank checks • Delaware
This AMENDED AND RESTATED MERGER AGREEMENT dated as of May 20, 2024 (this “Agreement”), by and among (i) Alps Global Holding Pubco, a Cayman Islands exempted company (“Pubco”); (ii) Alps Biosciences Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Merger Sub”); (iii) Alps Life Sciences Inc, a Cayman Islands exempted company (“Alps Holdco”); (iv) Globalink Investment Inc., a Delaware corporation (“Parent”), (v) GL Sponsor LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined below) other than Alps Holdco Shareholders (as defined below) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of this Agreement (the “Parent Representative”), and (vi) Dr. Tham Seng Kong, an individual, in the capacity as the representative from and after the Effective time for Alps Holdco Shareholders (as defined below) as of imm
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • May 24th, 2024 • Globalink Investment Inc. • Blank checks
This LOCK-UP AGREEMENT (this “Agreement”) is dated as of [*], 2024 by and between the undersigned stockholder (the “Holder”), Alps Global Holding Pubco, a Cayman Islands exempted company (“Pubco”) and Globalink Investment Inc., a Delaware corporation (the “Parent”) and GL Sponsor LLC, in the capacity as the Parent representative (the “Parent Representative”).
Globalink Investment Inc. New York, NY 10036Letter Agreement • December 10th, 2021 • Globalink Investment Inc. • Blank checks • New York
This letter agreement (this “Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Globalink Investment Inc., a Delaware corporation (the “Company”), and Chardan Capital Markets, LLC, as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of common stock, par value $0.001 per share (“Common Stock”), of the Company, one right to receive one-tenth (1/10) of one share of Common Stock upon the consummation of an initial Business Combination (“Right(s)”) and one warrant, with each Warrant entitling its holder to purchase one-half (1/2) of one share of Common Stock at a price of $11.50 per full share (“Warrant(s)”). Certain capitalized terms used herein are defined in paragraph 16 hereof.
FORM OF COMPANY SHAREHOLDERS SUPPORT AGREEMENTForm of Company Shareholders Support Agreement • May 24th, 2024 • Globalink Investment Inc. • Blank checks
This COMPANY SHAREHOLDERS SUPPORT AGREEMENT, dated as of May 20, 2024 (this “Support Agreement”), is entered into by and among the Shareholders named on the signature page hereto (each, a “Shareholder”), Alps Life Sciences Inc, a Cayman Islands exempted company (the “Company”), and Globalink Investment Inc., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 10th, 2023 • Globalink Investment Inc. • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of March 6, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Globalink Investment Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
FORM OF PARENT STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • January 31st, 2024 • Globalink Investment Inc. • Blank checks
This PARENT STOCKHOLDER SUPPORT AGREEMENT, dated as of , 2024 (this “Support Agreement”), is entered into by and among the stockholder named on the signature page hereto (the “Stockholder”), Alps Global Holding Berhad, a company formed under the laws of Malaysia (the “Company”) and Globalink Investment Inc., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENTSupport Agreement • August 10th, 2022 • Globalink Investment Inc. • Blank checks
This COMPANY STOCKHOLDER SUPPORT AGREEMENT, effective as of the 3rd day of August, 2022 (this “Support Agreement”), is entered into by and among the stockholder named on the signature page hereto (the “Stockholder”), Tomorrow Crypto Group Inc., a Nevada corporation (the “Company”), and Globalink Investment Inc., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2024 • Globalink Investment Inc. • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of [●], 2024, and shall be effective as of the Closing (as defined below), is made and entered into by and among (i) Alps Global Holding Pubco (successor to Globalink Investment Inc.), a Cayman Islands exempted (the “Pubco”), (ii) GL Sponsor LLC, a Delaware limited liability company (the “Sponsor”), (iii) each of the undersigned parties listed as Pre-BC Investors on the signature page hereto (each such party, together with the Sponsor and any person or entity deemed a “Pre-BC Investor” and collectively the “Pre-BC Investors”), and (iv) each of the former shareholders of Alps Life Sciences Inc, a Cayman Islands exempted company (“Alps Holdco”) whose names are listed on Exhibit B hereto (each a “Alps Holdco Shareholder” and collectively the “Alps Holdco Shareholders”) (each of the foregoing parties (other than Pubco) and any Person (as defined below) who hereafter becomes a party to th
FORM OF PARENT STOCKHOLDER SUPPORT AGREEMENTSupport Agreement • August 10th, 2022 • Globalink Investment Inc. • Blank checks
This PARENT STOCKHOLDER SUPPORT AGREEMENT, dated as of August 3, 2022 (this “Support Agreement”), is entered into by and among the stockholder named on the signature page hereto (the “Stockholder”), Tomorrow Crypto Group Inc., a Nevada corporation (the “Company”), and Globalink Investment Inc., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
GLOBALINK INVESTMENT INC. 1180 Avenue of the Americas, 8 Floor New York, NY 10036Globalink Investment Inc. • December 10th, 2021 • 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 Globalink Investment Inc. (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”), GL Sponsor LLC (“Sponsor”) shall make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 1180 Avenue of the Americas, 8 Floor, New York, NY 10036 (or any successor location). In exchange therefore, the Company shall pay Sponsor a sum not to exceed $10,000 per month, on the Effective Date and continuing monthly thereafter until the Termination Date. Sponsor h
AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 4th, 2023 • Globalink Investment Inc. • Blank checks
This Amendment No. 2 (this “Amendment”), dated as of November 28, 2023, to the Investment Management Trust Agreement, as amended (as defined below) is made by and between Globalink Investment Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 2nd, 2024 • Globalink Investment Inc. • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of March 6, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Globalink Investment Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • January 31st, 2024 • Globalink Investment Inc. • Blank checks
This LOCK-UP AGREEMENT (this “Agreement”) is dated as of , 2024 by and between the undersigned stockholder (the “Holder”), Globalink Investment Inc., a Delaware corporation (the “Parent”) and GL Sponsor LLC, in the capacity as the Parent representative (the “Parent Representative”).
FORM OF PARENT STOCKHOLDER SUPPORT AGREEMENTSupport Agreement • May 24th, 2024 • Globalink Investment Inc. • Blank checks
This PARENT STOCKHOLDER SUPPORT AGREEMENT, dated as of May ___, 2024 (this “Support Agreement”), is entered into by and among the stockholder named on the signature page hereto (the “Stockholder”), Alps Life Sciences Inc, a Cayman Islands exempted company (“Alps Holdco”) and Globalink Investment Inc., a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • May 24th, 2024 • Globalink Investment Inc. • Blank checks
In connection with the proposed business combination (the “Transaction”) by and among Globalink Investment Inc. a Delaware corporation (“Parent”), Alps Global Holding Pubco, a Cayman Islands exempted company (“Pubco”), Alps Biosciences Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Merger Sub”), Alps Life Sciences Inc, a Cayman Islands exempted company (“Target”), , pursuant to that certain Amended and Restated Merger Agreement, dated as of May ___, 2024 (as it may be amended, modified or supplemented from time to time, the “Transaction Agreement”), by and among Parent, Pubco, Merger Sub, Target and certain other parties named therein, Pubco is seeking commitments from interested investors to purchase its ordinary shares, par value $0.0001 per share (the “Pubco Ordinary Shares”), for a purchase price of $10.00 per share (the “Per Share Purchase Price” and the aggregate purchase price for all Securities being referred to herein as the “Purchase Pr
GLOBALINK INVESTMENT INC. 1180 Avenue of the Americas, 8 Floor New York, NY 10036Globalink Investment Inc. • November 19th, 2021 • 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 Globalink Investment Inc. (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”), GL Sponsor LLC (“Sponsor”) shall make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 1180 Avenue of the Americas, 8 Floor, New York, NY 10036 (or any successor location). In exchange therefore, the Company shall pay Sponsor a sum not to exceed $10,000 per month, on the Effective Date and continuing monthly thereafter until the Termination Date. Sponsor h
STOCK ESCROW AGREEMENTStock Escrow Agreement • December 10th, 2021 • Globalink Investment Inc. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of December 6, 2021 (this “Agreement”), by and among GLOBALINK INVESTMENT INC., a Delaware corporation (“Company”), the initial stockholders listed on the signature pages hereto (collectively, the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
