Item
1.01 Entry into a Material Definitive Agreement
Amendment to Business Combination Agreement
As previously disclosed, on December 19, 2021,
Globis Acquisition Corp., a Delaware corporation (“Globis” or the “Company”), entered into a Securities Purchase
Agreement, which was amended on April 20, 2022 (as amended, supplemented or otherwise modified from time to time, the “Business
Combination Agreement”), by and among Globis, Forafric Agro Holdings Limited, a Gibraltar private company limited by shares (“FAHL”),
Lighthouse Capital Limited, a Gibraltar private company limited by shares (the “Seller”) and Globis NV Merger Corp., a Nevada
corporation (“Globis Nevada”). The Business Combination Agreement provides for the consummation of the following series of
transactions (collectively, the “Business Combination”): (i) Globis Nevada changes its jurisdiction of incorporation by transferring
by way of a redomiciliation and domesticating as a Gibraltar private limited company known as “Forafric Global Limited” (the
“Redomiciliation”) and, following the Redomiciliation, altering its authorized and issued share capital and thereafter re-registering
as a Gibraltar public company limited by shares and changing its name to “Forafric Global PLC” (referred to herein as “New
Forafric”); (ii) New Forafric forms a new wholly-owned subsidiary, Globis NV Merger 2 Corp., a Nevada corporation (“Merger
Sub”); (iii) Globis merges with and into Merger Sub, with Merger Sub surviving (the “Merger”); (iv) immediately following
the effectiveness of the Merger, all of the common stock of Merger Sub issued pursuant to the Merger is contributed to New Forafric in
exchange for ordinary shares of New Forafric; and (v) as soon as practicable thereafter, New Forafric acquires 100% of the equity interests
in FAHL from the Seller and FAHL becomes a direct subsidiary of New Forafric.
On June 8, 2022, the aforementioned parties agreed
to further amend and revise the Business Combination Agreement (the “Second Amendment”) by providing that the Closing Payment
(as defined in the Business Combination Agreement) shall be deferred in its entirety and that Globis shall pay to the Seller the principal sum of $20,000,000 together with interest on the the outstanding amount from the date
of the closing of the Business Combination up to the date of payment (computed on the basis of a 360-day year consisting of twelve (12)
months of thirty (30) days) accrued but unpaid thereon at the fixed per annum rate of 8%. The deferred payment shall be made on the first
anniversary of the the closing of the Business Combination. If any amount of principal and/or interest thereon
is unpaid after such due date, Globis shall pay the Seller additional interest on the outstanding amount at the per annum rate of 12%
(or at such lower rate as shall be the highest rate permitted under applicable usury laws).
The foregoing description is a summary of the
material terms of the of the Second Amendment and is qualified in its entirety by reference to the full text of the Second Amendment,
a copy of which are attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Forward
Share Purchase Agreements
On
June 8, 2022, the Company and certain unaffiliated investors (the “Investors”) entered into Forward
Share Purchase Agreements (the “Forward Purchase Agreements”) pursuant to which, on the three month anniversary
of the date of the closing of the Company’s business combination (the “Business Combination”), the Investors
may elect to sell and transfer to the Company, and the Company will purchase, in the aggregate up to 1,500,000 shares of common stock
of Globis, par value $0.0001 per share (the “Investor Shares”), consisting of (i) shares of common stock then
held by the Investors and/or (ii) any additional shares of common stock that the Investors may acquire prior to the closing of the Business
Combination. The Company will acquire the Investor Shares at a price of $10.80 per share (the “Shares Purchase Price”).
The date of the closing of the Business Combination is referred to as “Business Combination Closing Date”,
and the date of the purchase by the Company of the Investor Shares is referred to as the “Investor Shares Closing Date”.
In conjunction with the sale of the Investor Shares to the Company, each Investor shall notify the Company and the Escrow Agent (as defined
below) in writing five business days prior to the three-month anniversary of the date of the Business Combination Closing Date whether
or not such Investor is exercising its right to sell the Investor Shares that such Investor holds to the Company pursuant to the Forward
Purchase Agreements (each, a “Investor Shares Sale Notice”). Failure of timely delivery of the Investor Shares
Sales Notice shall be deemed as forfeiture of such Investor’s right to sell any Investor Shares to the Company pursuant to the
Forward Purchase Agreements. If an Investor Shares Sale Notice is timely delivered by an Investor to the Company and the Escrow Agent,
the Company will purchase from such Investor the Investor Shares held by such Investor on the Investor Shares Closing Date.
In
exchange for the Company’s commitment to purchase the Investor Shares on the Investor Shares Closing Date, each Investor agreed
that it will not request redemption of any of the Investor Shares in conjunction with Globis’ stockholders’ approval of the
Business Combination, or tender the Investor Shares to Globis in response to any redemption or tender offer that Globis may commence
for its shares of common stock.
Notwithstanding
anything to the contrary in the Forward Purchase Agreements, commencing on the day after the date by which shares of common stock of
Globis must be tendered for redemption in conjunction with Globis’ stockholders’ approval of the Business Combination (the
“Redemption Date”), the Investor may sell its Investor Shares in the open market as long as the sales price
exceeds $10.80 per Investor Share. If the Investor sells any Investor Shares in the open market after the Redemption Date and prior to
the three-month anniversary of the Business Combination Closing Date at a sales price per Investor Share that is greater than
$10.80 (such sale, the “Early Sale” and such shares, the “Early Sale Shares”), the
Escrow Agent shall release from the Escrow Account to the Company an amount equal to $10.80 per Early Sale Share sold in such Early Sale.
Simultaneously
with the closing of the Business Combination, the Company will deposit into an escrow account with Wilmington Trust, National Association
(the “Escrow Agent”), subject to the terms of an escrow agreement, an amount equal to the lesser of (i) $16,200,000
and (ii) $10.80 multiplied by the aggregate number of Investor Shares held by the Investors as of the closing of the Business Combination.
The Company’s purchase of the Investor Shares will be made with funds from the escrow account attributed to the Investor Shares.
In the event that an Investor sells any Investor Shares as provided for above, it shall provide notice to the Company and the Escrow
Agent within three business days of such sale (the “Open Market Sale Notice), and the Escrow Agent shall release
from the escrow account for the Company’s use without restriction an amount equal to the pro rata portion of the escrow attributed
to the Investor Shares which the Investor has sold. In the event that the Investor chooses not to sell to the Company any Investor Shares
that the Investor owns as of the three-month anniversary of the Business Combination Closing Date, the Escrow Agent shall release all
remaining funds from the escrow account for the Company’s use without restriction.
Nothing
in the Forward Purchase Agreements prohibits or restricts the Investors with respect to the purchase from third parties prior to the
Business Combination Closing Date of additional shares of common stock of Globis, including shares that have previously been tendered
by third parties for redemption in conjunction with Globis’ stockholders’ approval of the Business Combination, to the extent
such third parties unwind such tenders for redemption, or any warrants, convertible notes or options (including puts or calls) of Globis;
provided, the aggregate number of Investor Shares (including any additional shares) owned by the Investors shall not exceed 1,500,000
shares of common stock of Globis, unless otherwise agreed in writing by all parties.
Globis
agreed not to enter into additional agreements for the purchase of Globis’ common stock that provide material terms that are more
favorable than the terms provided to the Investors in the Forward Purchase Agreements. In the event that Globis enters into separate
purchase agreements with material terms that are more favorable than the terms provided to
the Investor in the Forward Purchase Agreements at any time prior to the Business Combination Closing Date, Globis shall promptly inform
the Investor of such more favorable terms, and the Investor shall have the mutual right to elect to have such more favorable terms included
in the Forward Purchase Agreements.
The
Forward Purchase Agreements contain customary representations, warranties and covenants from the parties. Globis’ obligation to
consummate the transactions contemplated by the Forward Purchase Agreements are subject to the consummation of the Business Combination.
Globis
agreed to indemnify the Investor and its respective officers, directors, employees, agents and shareholders (collectively referred to
as the “Investor Indemnitees”) against, and hold them harmless of and from, any and all loss, liability, cost,
damage and expense, including without limitation, reasonable and documented out-of-pocket outside counsel fees, which the Investor Indemnitees
may suffer or incur by reason of any action, claim or proceeding, in each case, brought by a third party creditor of Globis, Forafric
Agro Holdings Limited or any of their respective subsidiaries asserting that an Investor is not entitled to receive the aggregate Share
Purchase Price or such portion thereof as they are entitled to receive pursuant to the Forward Purchase Agreements, in each case unless
such action, claim or proceeding is the result of the fraud, bad faith, willful misconduct or gross negligence of any Investor Indemnitee.
Each
Forward Purchase Agreement may be terminated: (i)
by mutual written consent of Globis and the Investor; (ii) automatically if Globis stockholders fail to approve the Business Combination;
and (iii) prior to the closing of the Business Combination by discretion of the Investor if there occurs a Company Material Adverse Effect
(as defined in that the Business Combination Agreement. Each Forward Purchase Agreement may be terminated by the Investor, if (x)
prior to the stockholder meeting to approve the Business Combination, all parties have not executed the escrow agreement; or, (y) the
Business Combination Agreement is materially amended in a manner materially adverse to the Investor.
The
foregoing description is only a summary of the Forward Purchase Agreements and is qualified in its entirety by reference to the full
text of the Forward Purchase Agreements, a form of which is filed as Exhibit 10.2 hereto and is incorporated by
reference herein. The form of Forward Purchase Agreement is included as an exhibit to this Current Report on Form 8-K in
order to provide investors and security holders with material information regarding its terms of the transaction. It is not intended
to provide any other factual information about Globis or the Investor. The representations, warranties and covenants contained in the
Forward Purchase Agreements were made only for purposes of that agreement; are solely for the benefit of the parties to such respective
Forward Purchase Agreement; may have been made for the purposes of allocating contractual risk between the parties to such Forward Purchase
Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the parties that
differ from those applicable to investors. Security holders and investors should not rely on the representations, warranties or covenants
or any description thereof as characterizations of the actual state of facts or condition of Globis or the Investor.