Item 1.01 Entry Into A Material Definitive Agreement.
As
previously reported by Global SPAC Partners Co., a Cayman Islands exempted company (“Global”), on a Current
Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 28, 2021, Global
is a party to a Business Combination Agreement, dated as of December 21, 2021 (the “Original Business Combination Agreement”),
with Gorilla Technology Group Inc., a Cayman Islands exempted company (“Gorilla”),
and Gorilla Merger Sub, Inc., a Cayman Islands exempted company and a wholly owned subsidiary of Gorilla (“Merger Sub”).
Amended and Restated Business
Combination Agreement
On May 18, 2022, Global, Merger
Sub, Global SPAC Sponsors LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective
Time (as defined in the Business Combination Agreement (as defined below)) for the shareholders of Global as of immediately prior to the
Effective Time (the “Global Representative”), and Tomoyuki Nii, in the capacity as the representative from and
after the Effective Time for the Gorilla shareholders as of immediately prior to the Effective Time (the “Gorilla Representative”),
entered into the Amended and Restated Business Combination Agreement (the “Amended and Restated Business Combination Agreement”,
and as may be further amended from time to time, the “Business Combination Agreement” and the transactions contemplated
thereby, the “Transactions”) which amends and restates the Original Business Combination Agreement. The Amended
and Restated Business Combination Agreements adds both the Global Representative and the Gorilla Representative as parties thereto.
Contingent Value Rights
The Amended and Restated Business
Combination Agreement amends the Original Business Combination Agreement by providing for the additional issuance of one (1) Class A contingent
value right of Gorilla (a “Class A CVR”), which shall be registered under the Securities Act of 1933, as amended
(the “Securities Act”), for each outstanding Class A ordinary share, par value $0.0001 per share (“Global
Class A Ordinary Share”), of Global as of the Effective Time that is not redeemed or converted in connection with the extraordinary
general meeting of Global shareholders to approve the Transactions (the “Redemption”) (including the Global
Class A Ordinary Shares (each a “PIPE Share”) included as part of the PIPE Subunits (as defined below)), with
the holders of Global Class A Ordinary Shares that were issued in the private placement (either directly or as part of units or subunits)
that Global conducted in connection with its initial public offering (the “Private Global Shares”) to agree
to waive their right to receive Class A CVRs pursuant to the Insider Letter Amendment (as defined below). The Amended and Restated Business
Combination Agreement also describes that pursuant to the Amended Subscription Agreements (as defined below), the PIPE Investors (as defined
below) will receive for each new subunit of Global (the “PIPE Subunits”) purchased thereunder one-half (1/2)
of one (1) Class B contingent value right (each whole Class B contingent right, a “Class B CVR” and the Class
B CVRs collectively with the Class A CVRs, “CVRs”)), which shall not be registered under the Securities Act
or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Amended and Restated Business
Combination Agreement provides that without the prior written consent of the Global Representative and PIPE Investors representing a majority
of the commitments under the Subscription Agreements (if prior to the consummation of the Transactions (the “Closing”))
or holding a majority of the Class B CVRs (if after the Closing) (a “PIPE Investor Majority”), Gorilla shall
not be permitted to list for trading or quotation the Class A CVRs or the Class B CVRs on Nasdaq, the New York Stock Exchange or any other
major stock exchange. Pursuant to the Subscription Agreement, the Class B CVRs will be subject to transfer restrictions by the holders
thereof and may not be transferred except to certain limited permitted transferees.
Each Class A CVR
entitles the holder to receive from Gorilla, in the event that any Earnout Shares (as defined below) are forfeited by Gorilla
shareholders in accordance with the Amended and Restated Business Combination Agreement, a pro rata portion (along with the holders
of Class B CVRs with respect to Revenue Protection Shares (as defined below) only) of newly issued Gorilla ordinary shares, par
value $0.0001 per share (“Gorilla Ordinary Shares”), and other securities or property in the Earnout
Escrow Account (as defined below) that are forfeited by Gorilla shareholders with respect to the Earnout Shares.
Each Class B CVR entitles
the holder to receive, from Gorilla in the event that any Revenue Protection Shares are forfeited by Gorilla shareholders in accordance
with the Amended and Restated Business Combination Agreement, a pro rata portion (along with the holders of Class A CVRs) of newly issued
Gorilla Ordinary Shares and other securities or property in the Earnout Escrow Account that are forfeited by Gorilla shareholders with
respect to such Revenue Protection Shares, provided, that a Class B CVR shall not have any rights with respect to any Price Protection
Shares.
At or prior to the Closing,
Gorilla, the Global Representative and Continental Stock Transfer & Trust Company, as rights agent (or an alternative rights agent)
will enter into a Contingent Value Rights Agreement in form and substance reasonably acceptable to Gorilla and Global.
Earnout
The Amended and Restated Business
Combination Agreement also amends the Original Business Combination Agreement to provide that fourteen million (14,000,000) of Gorilla
Ordinary Shares (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after
the Closing, including to account for any equity securities into which such shares are exchanged or converted, and together with any dividends
or distributions or other income paid or otherwise accruing (the “Earnings”) during the time such shares are
held in escrow, the “Earnout Shares”) that would have otherwise been delivered to the holders of Gorilla Ordinary
Shares as of the Closing (each, a “Gorilla Shareholder”) in the pre-Closing recapitalization being conducted
by Gorilla shall be placed in escrow in a segregated escrow account (the “Earnout Escrow Account”) in accordance
with an escrow agreement to be entered into at or prior to the Closing by Gorilla, the Global Representative, the Gorilla Representative
and Continental Stock Transfer & Trust Company, as escrow agent (or an alternative escrow agent), in form and substance reasonably
acceptable to Gorilla and Global (the “Earnout Escrow Agreement”), with such Gorilla shareholders entitled to
vote such shares while held in the Earnout Escrow Account, but with any Earnings being maintained in the Earnout Escrow Account and only
released along with the related Earnout Shares. Any Earnout Shares that vest will be disbursed (along with related Earnings) from the
Earnout Escrow Account to the Gorilla Shareholders, and any Earnout Shares that are forfeited by the Gorilla Shareholders will be disbursed
(along with related Earnings) from the Earnout Escrow Account to Gorilla for cancellation, and to be reissued and redelivered to the holders
of CVRs as described above. Each Gorilla Shareholder shall have the contingent right to receive their pro rata share of such Earnout Shares,
based on the consolidated financial performance of Gorilla and its subsidiaries during the fiscal years ending each of December 31, 2022
and December 31, 2023 (each such calendar year, an “Earnout Year”) and the price of the Gorilla Ordinary Shares
during certain specified periods prior to the date on which Gorilla files its annual audited consolidated financial statements on its
Annual Report on Form 20-F or Form 10-K (or other equivalent SEC form) with the SEC for the fiscal year ended December 31, 2023. The Gorilla
Shareholders will be entitled to receive the Earnout Shares as follows:
2022 Earnout Shares
Each of the Gorilla Shareholders
shall be entitled to receive their pro rata share of sixty percent (60%) of the Earnout Shares (along with Earnings thereon) (the “2022
Earnout Shares”) from the Earnout Escrow Account, and all of the 2022 Earnout Shares shall vest, if all of the following
occur:
(a)
the average twenty (20) trading day volume-weighted average price of
the Gorilla Ordinary Shares (the “Average VWAP Price”) is at least equal to the price at which each Global Class
A Ordinary share is redeemed or converted pursuant to the Redemption (the “Redemption Price”) during each of
the twenty (20) trading day periods (each such period, a “2022 VWAP Measurement Period”) ending on the last
trading day immediately prior to each of (i) September 30, 2022, (ii) December 31, 2022, (iii) the date (the “2022 Annual
Report Filing Date”) on which Gorilla files its annual audited consolidated financial statements on its Annual Report on
Form 20-F or Form 10-K (or other equivalent SEC form) with the SEC for the fiscal year ended December 31, 2022 (the “2022
Annual Report”), and (iv) if the closing share price of the Gorilla Ordinary Shares falls below $5.00 per share for
any five (5) consecutive trading days during the period from the Closing until the 2022 Annual Report Filing Date then the trading day
immediately after such fifth (5th) consecutive trading day;
(b)
the amount of consolidated revenues of Gorilla and its subsidiaries for the fiscal year ended December 31, 2022, on a consolidated
basis (including periods prior to the Closing, but excluding the revenues of Global, if any, for periods prior to the Closing), as set
forth in the 2022 Annual Report and otherwise in accordance with IFRS (the “2022 Consolidated Revenue”) is at
least Sixty-Five Million U.S. Dollars ($65,000,000) (the “2022 Revenue Target”); provided, however,
that if after the Closing and during the fiscal year ended December 31, 2022, Gorilla or its subsidiaries acquires another business or
material assets outside the ordinary course of business, then the 2022 Consolidated Revenue shall be computed without taking into consideration
(i) the revenues of or generated by such acquired business or material assets or (ii) any impact such acquired business or material assets
would have on the consolidated revenues of Gorilla. 2022 Consolidated Revenue will also exclude (x) any extraordinary gains (such as from
the sale of real property, investments, securities or fixed assets) or any other extraordinary income and (y) any revenues that are non-recurring
and earned outside of the ordinary course;
(c)
Gorilla’s reported consolidated gross margin for the fiscal year ending December 31, 2022 as set forth in the 2022 Annual
Report is at least equal to Gorilla’s reported consolidated gross margin for the fiscal year ending December 31, 2021 as set forth
in Gorilla’s audited consolidated financial statements for the fiscal year ended December 31, 2021 (the “2022 Gross
Margin Test”); and
(d) the 2022 Annual Report
is filed with the SEC on or prior to March 31, 2023 (subject to the 2022 Annual Report Deadline Penalty as described below) (the “2022
Annual Report Deadline”).
2022 Price Protection
In the event that all of the
tests for the 2022 Earnout Shares are not satisfied, and the Average VWAP Price is less than the Redemption Price during
any of the 2022 VWAP Measurement Periods, then immediately on the first trading day after the end of such 2022 VWAP Measurement Period,
Gorilla Shareholders shall forfeit and shall no longer be eligible to receive from the Earnout Escrow Account an aggregate number of Earnout
Shares, whether 2022 Earnout Shares or 2023 Earnout Shares (as defined below) (up to a maximum amount equal to all of the Earnout Shares,
but in any event, not less than zero), equal to (a) (i) the total number of outstanding Global Class A Ordinary Shares as of the Effective
Time (including any applicable PIPE Shares) that are not redeemed or converted in the Redemption, less the number of Private Global Shares
(the “Total Applicable Global Shares”), multiplied by (ii) the Redemption Price, divided by (iii) the Average
VWAP Price for such 2022 VWAP Measurement Period, minus (b) the Total Applicable Global Shares, minus (c) the number of Earnout Shares,
if any, forfeited by Gorilla Shareholders for the 2022 price protection for a prior 2022 VWAP Measurement Period (the “2022
Price Protection”, and any Earnout Shares (along with Earnings thereon) that are forfeited as a result of the 2022 Price
Protection are referred to as “2022 Price Protection Shares”).
2022 Gross Margin Test
Penalty
In the event that all of the
tests for the 2022 Earnout Shares are not satisfied, and the 2022 Gross Margin Test is not met, then immediately on
the first trading day after the filing of the 2022 Annual Report with the SEC, the Gorilla shareholders shall forfeit and shall no longer
be eligible to receive any 2022 Earnout Shares (but shall still be eligible to receive 2023 Earnout Shares) (the “2022 Gross
Margin Test Penalty”).
2022 Annual Report Deadline
Penalty
In the event that all of the
tests for the 2022 Earnout Shares are not satisfied, and the 2022 Annual Report Deadline is not met and the failure
to meet such condition is not waived in writing by a PIPE Investor Majority, then immediately on the first trading day after March 31,
2023, the Gorilla Shareholders shall forfeit and shall no longer be eligible to receive any 2022 Earnout Shares (but shall still be eligible
to receive 2023 Earnout Shares); provided, that if the failure to meet the 2022 Annual Report Deadline is primarily as a result
of delays caused by changes in laws or requirements of the SEC (including staff interpretations) or the applicable trading market for
the Target Ordinary Share, or changes in IFRS or interpretations thereof, then so long as Gorilla is using its best efforts to file the
2022 Annual Report with the SEC as soon as possible after March 31, 2023 (but in no event after June 30, 2023), the Gorilla Shareholders
shall not forfeit their 2022 Earnout Shares, and the 2022 Annual Report Deadline shall be deemed to have been satisfied, until the earlier
of June 30, 2023 or such time that Gorilla is no longer using such best efforts, as which point, the 2022 Annual Report Deadline shall
be deemed to not be satisfied and the Gorilla Shareholders shall immediately forfeit and shall no longer be eligible to receive any 2022
Earnout Shares (but shall still be eligible to receive 2023 Earnout Shares (as defined below)) (the “2022 Annual Report Deadline
Penalty”).
2022 Revenue Protection
In the event that all of the
tests for the 2022 Earnout Shares are not satisfied, and any 2022 Earnout Shares remain after giving effect to the forfeitures
by Gorilla Shareholders under the 2022 Price Protection, the 2022 Gross Margin Test Penalty or the 2022 Annual Report Deadline Penalty
above (such remaining 2022 Earnout Shares, the “2022 Revenue Earnout Shares”), then if:
(i)
the 2022 Consolidated Revenue is more than the 2022 Revenue Target, the 2022 Revenue Earnout Shares shall immediately become vested
and deemed earned by and payable to the Gorilla Shareholders in accordance with their respective pro rata shares;
(ii)
the 2022 Consolidated Revenue is less than the 2022 Revenue Target, but equal to at least Fifty-One Million Dollars ($51,000,000)
(the “2022 Revenue Floor”), then the Gorilla Shareholders shall immediately forfeit and shall no longer be eligible
to receive an aggregate number of 2022 Revenue Earnout Shares equal to (I) the difference of (x) the 2022 Consolidated Revenue minus (y)
the 2022 Revenue Floor, divided by (II) the difference of (x) the 2022 Revenue Target minus (y) the 2022 Revenue Floor, multiplied by
(III) the 2022 Revenue Earnout Shares, and the remaining 2022 Revenue Earnout Shares after giving effect to such forfeiture shall immediately
become vested and deemed earned by and payable to the Gorilla Shareholders in accordance with their respective pro rata shares; or
(iii)
the 2022 Consolidated Revenue is less than the 2022 Revenue Floor, then the Gorilla Shareholders shall immediately forfeit and
shall no longer be eligible to receive any 2022 Revenue Earnout Shares (but shall still be eligible to receive 2023 Earnout Shares) (the
provisions of clauses (i) through (iii) above, “2022 Revenue Protection”, and any Earnout Shares (along with
Earnings thereon) that are forfeited as a result of this 2022 Revenue Protection or 2022 Gross Margin Test or the 2022 Annual Report Deadline
are referred to as “2022 Revenue Protection Shares”).
2023 Earnout Shares
If there are any remaining
Earnout Shares after giving effect to the forfeitures by Gorilla Shareholders under the 2022 Price Protection, 2022 Gross Margin Test
Penalty, the 2022 Annual Report Deadline Penalty and the 2022 Revenue Protection above (such remaining Earnout Shares (along with Earnings
thereon), the “2023 Earnout Shares”), then each of the Gorilla Shareholders shall be entitled to receive their
pro rata share of the 2023 Earnout Shares from the Earnout Escrow Account, and all of the 2023 Earnout Shares shall vest, if all of the
following occur:
(a)
the Average VWAP Price is at least equal to the lower of (i) the lowest Average VWAP Price during the 2022 VWAP Measurement Periods
and (ii) the Redemption Price during the twenty (20) trading day period (such period, the “2023 VWAP Measurement Period”)
ending on the last trading day immediately prior to the date on which Gorilla files its annual audited consolidated financial statements
on its Annual Report on Form 20-F or 10-K (or other equivalent SEC form) with the SEC for the fiscal year ended December 31, 2023 (the
“2023 Annual Report”);
(b)
the amount of consolidated revenues of Gorilla and its subsidiaries, on a consolidated basis, for the fiscal year ended December
31, 2023, as set forth in the 2023 Annual Report and otherwise in accordance with IFRS (the “2023 Consolidated Revenue”)
is at least Ninety Million U.S. Dollars ($90,000,000) (the “2023 Revenue Target”); provided, however,
that the 2023 Consolidated Revenue will also exclude (x) any extraordinary gains (such as from the sale of real property, investments,
securities or fixed assets) or any other extraordinary income and (y) any revenues that are non-recurring and earned outside of the ordinary
course.
(c)
Gorilla’s reported consolidated gross margin for the fiscal year ending December 31, 2023 as set forth in the 2023 Annual
Report is at least equal to Gorilla’s reported consolidated gross margin for the fiscal year ending December 31, 2022 as set forth
in the 2022 Annual Report (the “2023 Gross Margin Test”); and
(d)
the 2023 Annual Report is filed with the SEC on or prior to March 31, 2024 (subject to the 2023 Annual Report Deadline Penalty)
(the “2023 Annual Report Deadline”).
2023 Price Protection
In the event that all of the
tests for the 2023 Earnout Shares are not satisfied, and the Average VWAP Price is less than the Redemption Price during
the 2023 VWAP Measurement Period, then immediately on the first Trading Day after the end of the 2023 VWAP Measurement Period, the Gorilla
Shareholders shall forfeit and shall no longer be eligible to receive from the Earnout Escrow Account an aggregate number of 2023 Earnout
Shares (up to a maximum amount equal to all of the Earnout Shares, but in any event, not less than zero), equal to (A) (I) the Total Applicable
Global Shares, multiplied by (II) the Redemption Price, divided by (III) the Average VWAP Price for the 2023 VWAP Measurement Period,
minus (B) the Total Applicable Global Shares, minus (C) the number of Earnout Shares, if any, forfeited by Company shareholders under
the Earnout for a 2022 VWAP Measurement Period (any 2023 Earnout Shares (along with Earnings thereon) that are forfeited as a result of
this 2023 Price Protection are referred to as “2023 Price Protection Shares” and, collectively with the 2022
Price Protection Shares, the “Price Protection Shares”).
2023 Target Revenue and 2023 Gross Margin Test Penalty
In the event that all of the
tests for the 2023 Earnout Shares are not satisfied, and either or both of the conditions described under 2023 Revenue
Target or the 2023 Gross Margin Test are not met, then immediately on the first trading day after the filing of the 2023 Annual Report
with the SEC, the Gorilla shareholders shall forfeit and shall no longer be eligible to receive any 2023 Earnout Shares (the “2023
Target Revenue and 2023 Gross Margin Test Penalty”).
2023 Annual Report Deadline
Penalty
In the event that all of the
tests for the 2023 Earnout Shares are not satisfied, and the 2023 Annual Report Deadline is not met and the failure
to meet such condition is not waived in writing by a PIPE Investor Majority, then immediately on the first trading day after March 31,
2024, the Gorilla Shareholders shall forfeit and shall no longer be eligible to receive any 2023 Earnout Shares; provided, that
if the failure to meet such condition in the 2023 Annual Report Deadline is primarily as a result of delays caused by changes in laws
or requirements of the SEC (including staff interpretations) or the applicable trading market, or changes in IFRS or interpretations thereof,
then so long as Gorilla is using its best efforts to file the 2023 Annual Report with the SEC as soon as possible after March 31, 2024
(but in no event after June 30, 2024), the Gorilla Shareholders shall not forfeit their 2023 Earnout Shares under this 2023 Annual Report
Deadline Penalty, and the 2023 Annual Report Deadline shall be deemed to have been satisfied, until the earlier of June 30, 2024 or such
time that Gorilla is no longer using such best efforts, as which point, the 2023 Annual Report Deadline shall be deemed to not be satisfied
and the Gorilla Shareholders shall immediately forfeit and shall no longer be eligible to receive any 2023 Earnout Shares (the “2023
Annual Report Deadline Penalty”, and any Earnout Shares (along with Earnings thereon) that are forfeited as a result of
this 2023 Annual Report Deadline Penalty or the 2023 Target Revenue and 2023 Gross Margin Test Penalty are referred to as “2023
Revenue Protection Shares” and, collectively with the 2022 Revenue Protection Shares, the “Revenue Protection
Shares”).
Covenants Regarding
Additional Financing
The Amended and Restated Business
Combination Agreement also amends the Original Business Combination Agreement to provide that in addition to the Amended Subscription
Agreements, Global may (and if requested by Global, Gorilla shall) enter into additional financing agreements reasonably necessary to
satisfy the closing condition that Global will have at least $50,000,000 in cash and cash equivalents,
including funds remaining in its trust account (after giving effect to the completion and payment of any redemptions) and the proceeds
of any PIPE or other private placement, but prior to paying any of Global’s expenses and liabilities due at the Closing (any
such agreements, together with the Amended Subscription Agreements, the “Financing Agreements”) on terms and
conditions that either are not materially worse to the interests of Gorilla’s security holders, taken as a whole, than those set
forth in the Amended Subscription Agreement or are otherwise on such terms as Global and Gorilla shall reasonably agree Global and Gorilla
shall use their reasonable best efforts to consummate the PIPE Investment in accordance with the Financing Agreements.
Termination
The Amended and Restated
Business Combination Agreement amends the Original Business Combination Agreement to extend the outside date by which either the Global
and Gorilla may terminate the Business Combination Agreement from April 13, 2022 to July 13, 2022 (the “Outside Date”)
(provided, that, if Global seeks and obtains an extension (the “Extension”)
of its deadline to consummate its initial business combination beyond July 13, 2022, Global shall have the right, with the prior written
consent of Gorilla, to extend the Outside Date for an additional period equal to the shortest of (a) three (3) additional months, (b)
the period ending on the last date for Global to consummate its business combination pursuant to such Extension and (c) such period as
mutually agreed by the parties to the Business Combination Agreement), as long as the terminating party’s breach did not cause or
result in the Closing to occur by the Outside Date.
The foregoing description
of the Amended and Restated Business Combination Agreement does not purport to be complete and is qualified in its entirety by the terms
and conditions of the Amended and Restated Business Combination Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report
on Form 8-K (this “Current Report”) and is incorporated herein by reference.
Other Related Agreements
Amended and Restated
Subscription Agreements
Also
as previously reported by Global in a Current Report on Form 8-K filed with the SEC on February 11, 2022, Global and Gorilla entered into
subscription agreements (each, an “Original Subscription Agreement”) on February 10, 2022 with certain institutional
investors (the “PIPE Investors”), pursuant to which the PIPE investors agreed to purchase an aggregate of five
(5) million subunits of Global, each subunit consisting of one Global Class A ordinary share and one-quarter of redeemable Global
warrant, at a price of $10.10 per subunit in a private placement (the “PIPE”) to be consummated immediately
prior to and substantially concurrently with the Closing.
On
May 18, 2022, Global, Gorilla and each of the PIPE Investors entered into an Amended and Restated Subscription Agreement (each, an “Amended
Subscription Agreement” and as each may be further amended from time to time, a “Subscription Agreement”),
to amend and restate the Original Subscription Agreement.
The Amended Subscription
Agreement amends the Original Subscription Agreement to provide for the issuance of one-half (1/2) of one (1) Class B CVR by Gorilla (with
the aggregate number of Class B CVRs rounded down to the nearest whole Class B CVR) for each PIPE Subunit purchased by such PIPE Investor
(in addition to the Class A CVRs that they will receive in the Transactions under the Business Combination Agreement for each PIPE Share).
Each Amended Subscription
Agreement also amends the Original Subscription Agreement to permit the PIPE Investor, at its written election at any time prior to the
mailing of the final definitive proxy statement for Global’s meeting of shareholders to approve the Transactions, to decrease its
commitments to purchase PIPE Subunits thereunder; provided that the aggregate commitments to purchase PIPE Subunits under all of the Amended
Subscription Agreements after giving effect to such reductions shall not be less than sixty percent (60%) of the aggregate of the total
number of subscribed PIPE Subunits set forth in all of the Amended Subscription Agreements.
The
Amended Subscription Agreements also amend the Original Subscription Agreements to (i) include the Class A CVRs (but not the Class B CVRs)
to be issued in the Transactions for the Global ordinary shares underlying “PIPE Subunits
in the registration rights applicable to the PIPE Subunits and (ii) subject the Class B CVRs to transfer restrictions by the holders
thereof, where the Class B CVRs may not be transferred except to certain limited permitted transferees.
The foregoing description
of the Amended Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of
the Form of Amended Subscription Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein
by reference.
Letter Agreement Amendment
On April 8, 2021, Global
entered into a Letter Agreement (the “Letter Agreement”) with its officers, its directors, Global SPAC Sponsors
LLC, a Delaware limited liability company (“Sponsor”), and I-Bankers Securities, Inc. (“I-Bankers”
and collectively with such officers, directors and the Sponsor, the “Insiders”), pursuant to which the Insiders
agreed, among other matters, (i) to not transfer the Global Class B Ordinary
Shares (or Global Class A Ordinary Shares issuable upon conversion thereof) for a period ending on the earlier of the six-month anniversary
of the date of the consummation of Global’s initial business combination and the date on which the closing price of Global’s
Class A Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share sub-divisions, share dividends, reorganizations
and recapitalizations) for any 20 trading days within a 30-trading day period following the consummation of Global’s initial
business combination or earlier, in any case, if, following a business combination, Global completes a liquidation, merger, share exchange,
reorganization or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares
for cash, securities or other property (the “Founder Shares Lock-up Period”), except to certain permitted transferees,
and (ii) to not transfer any placement units, placement subunits, placement shares, placement warrants (or Global Class A Ordinary Shares
issuable upon conversion thereof) until 30 days after the completion of Global’s initial business combination (“Placement
Unit Lock-Up Period”), except to certain permitted transferees.
In the Amended Business Combination
Agreement, Global and Gorilla agreed to enter into an amendment to the Letter Agreement (the “Letter Agreement Amendment”)
on or prior to the Closing with Gorilla, Global and the Insiders. The Letter Agreement Amendment will have (i) Gorilla assume the rights
and obligations of Global under the Letter Agreement with respect to the Gorilla securities issued in the Transactions in replacement
of the Global securities and (ii) the Insiders holding Private Global Shares waive their rights to receive Class A CVRs from Gorilla in
the Transactions with respect to such Private Global Shares.
The foregoing description
of the Letter Agreement Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the
form of Letter Agreement Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report and is incorporated herein by reference.