Exhibit
4.6 


 


WARRANT
AGREEMENT


 


This
Warrant Agreement (“Warrant Agreement”) is made as of [*], 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”).


 


WHEREAS,
the Company is engaged in a public offering (the “Public Offering”) of 10,000,000 units (the “Public Units”)
of the Company (and up to 1,500,000 additional Public Units if the underwriters’ over-allotment option is exercised in full), each
Public Unit consisting of one share of common stock, par value $0.001 per share (the “Common Stock”), one right to
acquire one-tenth (1/10) of one share of Common Stock upon the consummation of an initial business combination (as defined in the Company’s
Amended and Restated Certificate of Incorporation) (the “Right”), and one redeemable warrant (the “Public
Warrant” or “Public Warrants”), with each whole Public Warrant entitling its holder to purchase one-half
(1/2) of one share of Common Stock (the “Public Warrant Shares”) at an exercise price of $11.50 per whole share;


 


WHEREAS,
the Company has received a binding commitment from Public Gold Marketing Sdn. Bhd to purchase, pursuant to a Subscription Agreement,
dated as of [●], 2021, an aggregate of 517,500 units (or 570,000 units if the over-allotment option is exercised in full) (collectively,
the “Private Units” and together with the Public Units, the “Units”), each Private Unit consisting
of one share of Common Stock, one Right and one warrant (the “Private Warrants”), with each whole Private Warrant
entitling its holder to purchase one-half (1/2) of a share of Common Stock (the “Private Warrant Shares” and together
with the Public Warrant Shares, the “Warrant Shares”);


 


WHEREAS,
GL Sponsor LLC (the “Sponsor”) or its affiliates or designees may, but are not obligated to, make loans to the Company
in order to meet its working capital needs or to extend the time for the Company to complete its initial Business Combination, of which
certain amounts of such loans may be convertible into additional Private Units at a price of $ 10.00 per Unit;


 


WHEREAS,
the Company may issue up to an additional [●]
redeemable warrants in satisfaction of certain working capital loans made by the Company’s
officers, directors, initial stockholders (as defined in the Prospectus) and their affiliates (“Working Capital Warrants”);


 


WHEREAS,
following consummation of the Public Offering, the Company may issue additional warrants (“Post IPO Warrants” and
collectively with the Public Warrants, Private Warrants, and Working Capital Warrants, the “Warrants”) in connection
with, or following the consummation by the Company of, an initial business combination;


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
No. 333-[●] (“Registration Statement”), for the registration, under the Securities Act of 1933, as amended
(the “Act”) of, among other securities, the Public Warrants;


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with
the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;


 


WHEREAS,
the Company desires to provide for the form, terms and provisions of the Warrants, including the terms upon which they shall be issued
and exercised, and the respective rights, limitation of rights and immunities of the Company, the Warrant Agent and the holders of the
Warrants; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, as provided herein, the legally valid and binding obligations of the Company, and
to authorize the execution and delivery of this Warrant Agreement.


 




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NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


		1.	Appointment
                                            of Warrant Agent.
                                            The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants,
                                            and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance
                                            with the terms and conditions set forth in this Warrant Agreement.



 


		2.	Warrants.



 


		2.1	Form
                                            of Warrant.
                                            Each Warrant shall be: (a) issued in registered form only, (b) in substantially the form
                                            of Exhibit A hereto, the provisions of which are incorporated herein and (c) signed
                                            by, or bear the facsimile signature of, the Chairman of the Board, the Chief Executive Officer,
                                            the President, a Vice President, the Chief Financial Officer, the Treasurer, an Assistant
                                            Treasurer, the Secretary or an Assistant Secretary of the Company. In the event the person
                                            whose facsimile signature has been placed upon any Warrant shall have ceased to serve in
                                            the capacity in which such person signed the Warrant before such Warrant is issued, it may
                                            be issued with the same effect as if he or she had not ceased to be such at the date of issuance.



 


		2.2	Effect
                                            of Countersignature. Unless and until countersigned by the Warrant Agent pursuant to
                                            this Warrant Agreement, a Warrant shall be invalid and of no effect and may not be exercised
                                            by the holder thereof.



 


		2.3	Registration.



 


		2.3.1	Warrant
                                            Register. The Warrant Agent shall maintain books (the “Warrant Register”),
                                            for the registration of the original issuance and transfers of the Warrants. Upon the initial
                                            issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the
                                            names of the respective holders thereof in such denominations and otherwise in accordance
                                            with instructions delivered to the Warrant Agent by the Company.



 


		2.3.2	Registered
                                            Holder. Prior to due presentment for registration of transfer of any Warrant, the Company
                                            and the Warrant Agent may deem and treat the person in whose name such Warrant shall be registered
                                            upon the Warrant Register (“Registered Holder”) as the absolute owner
                                            of such Warrant and of each Warrant represented thereby (notwithstanding any notation of
                                            ownership or other writing on the Warrant certificate made by anyone other than the Company
                                            or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes,
                                            and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.



 


		2.4	Detachability
                                            of Warrants. Each of the Common Stock, the Rights and the Warrants comprising the Units
                                            will begin to trade separately on (i) the 30th day after the effectiveness of the Registration
                                            Statement, or (ii) such earlier date as Chardan Capital Markets LLC, as representative of
                                            the underwriters (the “Representative”), shall determine is acceptable
                                            (such date, the “Detachment Date”). In no event will separate trading
                                            of the securities comprising the Units commence until the Company (i) files a Current Report
                                            on Form 8-K with the SEC including an audited balance sheet reflecting the Company’s
                                            receipt of the gross proceeds of the Public Offering and (ii) issues a press release announcing
                                            when such separate trading will begin.



 


		2.5	Working
                                            Capital Warrants and Post-IPO Warrants. The Working Capital Warrants and Post IPO Warrants,
                                            when and if issued, shall have the same terms and be in the same form as the Public Warrants
                                            except as may be agreed upon by the Company.



 




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		2.6	Private
                                            Warrants. The Private Warrants will be issued substantially in the same form as the Public
                                            Warrants, except they (i) will be exercisable either for cash or on a cashless basis at the
                                            holder’s option pursuant to Section 3.3 hereof and (ii) will not be redeemable by the
                                            Company, in either case as long as the Private Warrants are held by the initial purchasers
                                            or any of their permitted transferees (as prescribed in the Subscription Agreement). Once
                                            a Private Warrant is transferred to a holder other than a permitted transferee, it shall
                                            be treated as a Public Warrant hereunder for all purposes. The Private Warrants may not be
                                            sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short
                                            sale, derivative, put, or call transaction that would result in the effective economic disposition
                                            of, the Private Warrants (or any securities underlying the Private Warrants) for a period
                                            of thirty (30) days after the consummation by the Company of an initial merger, share exchange,
                                            asset acquisition, share purchase, reorganization or other similar business combination with
                                            one or more businesses or entities (the “Business Combination”), except
                                            to a permitted transferee, provided such permitted transferee agrees to the terms of the
                                            transfer restrictions.



 


		3.	Terms
                                            and Exercise of Warrants.



 


		3.1	Warrant
                                            Price. Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered
                                            Holder thereof, subject to the provisions of such Warrant and of this Warrant Agreement,
                                            to purchase from the Company the number of shares of Common Stock stated therein, at $11.50
                                            per whole share, subject to the adjustments provided in Section 4 hereof. The term “Warrant
                                            Price” as used in this Warrant Agreement refers to the price per whole share at
                                            which Common Stock may be purchased at the time such Warrant is exercised. The Public Warrants
                                            may only be exercised for a whole number of Warrant Shares by a Registered Holder. No The
                                            Company will not issue fractional shares. As a result, such Registered Holder must exercise
                                            Warrants in multiples of two at the Warrant Price (subject to adjustment) in order to validly
                                            exercise his, her or its Warrants



 


		3.2	Duration
                                            of Warrants. A Warrant may be exercised only during the period (“Exercise Period”)
                                            commencing on the later to occur of (i) the completion of the Company’s initial Business
                                            Combination and (ii) 12 months following the effective date of the Registration Statement,
                                            and terminating at 5:00 p.m., New York City time, on the earlier to occur of (A) five years
                                            following the completion of the Company’s initial Business Combination and (B) the
                                            date fixed for redemption of the Warrants as provided in Section 6 of this Warrant Agreement
                                            (“Expiration Date”). Except with respect to the right to receive the Redemption
                                            Price (as set forth in Section 6 hereunder), each Warrant not exercised on or before the
                                            Expiration Date shall become void, and all rights thereunder and all rights in respect thereof
                                            under this Warrant Agreement shall cease at the close of business on the Expiration Date.
                                            The Company may extend the duration of the Warrants by delaying the Expiration Date; provided,
                                            however, that the Company (i) may not extend the duration of the Private Warrants by delaying
                                            the Expiration Date and (ii) will provide written notice of not less than 10 days to Registered
                                            Holders and the Warrant Agent of such extension and that such extension shall be identical
                                            in duration among all of the then outstanding Warrants.



 



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		3.3	Exercise
                                            of Warrants.



 


		3.3.1	Cash
                                            Exercise. Subject to the provisions of the Warrant and this Warrant Agreement, a Warrant,
                                            when countersigned by the Company, may be exercised by the Registered Holder thereof by surrendering
                                            it at the office of the Warrant Agent, or at the office of its successor as Warrant Agent,
                                            currently being:



 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Compliance Department


 








with
the (i) an election to purchase form, duly executed, electing to exercise such Warrant, and (ii) payment in full, in lawful money of
the United States, by certified or bank cashier’s check payable to the order of the Warrant Agent or by wire transfer to the Warrant
Agent’s bank account, of the Warrant Price for each whole Warrant Share as to which the Warrant is exercised and any and all applicable
taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Warrant Shares, and the issuance of the
Warrant Shares (such exercise, a “Cash Exercise”). With respect to the Public Warrants, a Cash Exercise in accordance
with this Section 3.3.1 is available to the Registered Holder only during such times that there is an effective registration statement
registering the Public Warrant Shares, with the prospectus contained therein being available for the resale of the Public Warrant Shares.
With respect to the Private Warrants, a Cash Exercise in accordance with this Section 3.3.1 is available to the Registered Holder so
long as the Registered Holder is the initial purchaser of such Private Warrants or a permitted transferee of such initial purchaser.


 


		3.3.2	Cashless
                                            Exercise. Subject to Section 2.4, notwithstanding anything contained herein to the contrary,
                                            if (i) the Warrant is a Private Warrant, and the Registered Holder is the initial purchaser
                                            of such Private Warrant or a permitted transferee of such initial purchaser, or (ii) the
                                            Warrant is a Public Warrant and there is no effective registration statement registering
                                            the Warrant Shares on any day the Registered Holder desires to exercise such Public Warrant
                                            and more than 90 days have passed since the Company completes its initial Business Combination,
                                            the Registered Holder may exercise the Warrants in whole or in part in lieu of making a cash
                                            payment for whole numbers of Warrant Shares, by providing notice to the Chief Financial Officer
                                            of the Company in an election to purchase form of its election to utilize cashless exercise,
                                            in which event the Company shall issue to the Holder the number of Warrant Shares determined
                                            as follows:



 



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X
= Y [(A-B)/A]


 


where:


 


X
= the number of Warrant Shares to be issued to the Holder.


 


Y
= the number of Warrant Shares with respect to which this Warrant is being exercised.


 


A
= the fair market value of one share of Common Stock.


 


B
= the Warrant Price.


 


The
Registered Holder may not exercise any Warrants in the absence of a registration statement except pursuant to this Section 3.3.2.
For purposes of this Section 3.3.2 and Section 4.1, the fair market value of one share of Common Stock is defined as follows:


 


(i)       if
the Company’s Common Stock is listed and traded on the New York Stock Exchange, the NYSE American, the NASDAQ Global Select Market,
the NASDAQ Global Market or the NASDAQ Capital Market (each, a “Trading Market”), the fair market value shall be deemed
the volume weighted average trading price on such Trading Market for the 20 trading days ending on the third trading day immediately
prior to the date an election to purchase form is submitted to the Company in connection with the exercise of the Warrant; or


  


(ii)       if
the Company’s Common Stock is not listed on a Trading Market, but is traded in the over-the-counter market, the fair market value
shall be deemed to be the volume weighted average bid price on such Trading Market for the 20 trading days ending on the third trading
day immediately prior to the date an election to purchase form is submitted in connection with the exercise of the Warrant; or


 


(iii)       if
there is no active public market for the Company’s Common Stock, the fair market value of the Common Stock shall be determined
in good faith by the Company’s board of directors.


 


		3.3.3	Fractional
                                            Shares. Notwithstanding any provision to the contrary contained in this Warrant Agreement,
                                            the Company shall not be required to issue any fraction of a Warrant Share in connection
                                            with the exercise of Warrants, and in any case where the Registered Holder would be entitled
                                            under the terms of the Warrants to receive a fraction of a Warrant Share upon the exercise
                                            of such Registered Holder’s Warrants, issue or cause to be issued only the largest
                                            whole number of Warrant Shares issuable on such exercise (and such fraction of a Warrant
                                            Share will be disregarded); provided, that if more than one Warrant certificate is presented
                                            for exercise at the same time by the same Registered Holder, the number of whole Warrant
                                            Shares which shall be issuable upon the exercise thereof shall be computed on the basis of
                                            the aggregate number of Warrant Shares issuable on exercise of all such Warrants.



 






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		3.3.4	Issuance
                                            of Warrant Certificates. No later than three (3) business days following the exercise
                                            of any Warrant and the clearance of the funds in payment of the Warrant Price pursuant to
                                            Section 3.3.1 or cashless exercise pursuant to Section 3.3.2, the Company shall issue, or
                                            cause to be issued, in uncertificated or book-entry form through the Warrant Agent and/or
                                            deliver electronically through the facilities of The Depository Trust Company or other book-entry
                                            depositary system to the Registered Holder of such Warrant (or at the option of the Registered
                                            Holder, issue a certificate or certificates representing) the number of full shares of Common
                                            Stock to which he, she or it is entitled, registered in such name or names as may be directed
                                            by him, her or it, and, if such Warrant shall not have been exercised or surrendered in full,
                                            a new countersigned Warrant for the number of shares as to which such Warrant shall not have
                                            been exercised or surrendered. Notwithstanding the foregoing, the Company shall not deliver,
                                            or cause to be delivered, any securities without applicable restrictive legend pursuant to
                                            the exercise of a Warrant unless (a) a registration statement under the Securities Act with
                                            respect to the shares of Common Stock issuable upon exercise of such Warrants is effective
                                            and a current prospectus relating to the Common Stock issuable upon exercise of the Warrants
                                            is available for delivery to the Registered Holder of the Warrant or (b) in the opinion of
                                            counsel to the Company, the exercise of the Warrants is exempt from the registration requirements
                                            of the Securities Act and such securities are qualified for sale or exempt from qualification
                                            under applicable securities laws of the states or other jurisdictions in which the Registered
                                            Holder resides. Warrants may not be exercised by, or securities issued to, any Registered
                                            Holder in any state in which such exercise or issuance would be unlawful. In addition, in
                                            no event will the Company be obligated to pay such Registered Holder any cash consideration
                                            upon exercise or otherwise “net cash settle” the Warrant.



 


		3.3.5	Valid
                                            Issuance. All shares of Common Stock issued upon the proper exercise or surrender of
                                            a Warrant in conformity with this Warrant Agreement shall be validly issued, fully paid and
                                            non-assessable.



 


		3.3.6	Date
                                            of Issuance. Each person or entity in whose name any such certificate for shares of Common
                                            Stock is issued shall, for all purposes, be deemed to have become the holder of record of
                                            such shares on the date on which the Warrant was surrendered and payment of the Warrant Price
                                            was made, irrespective of the date of delivery of such certificate, except that, if the date
                                            of such surrender and payment is a date when the stock transfer books of the Company are
                                            closed, such person shall be deemed to have become the holder of such shares at the close
                                            of business on the next succeeding date on which the stock transfer books are open.



 


		3.3.7	Maximum
                                            Percentage. A holder of a Warrant may notify the Company in writing in the event it elects
                                            to be subject to the provisions contained in this subsection 3.3.7; however, no holder of
                                            a Warrant shall be subject to this subsection 3.3.7 unless he, she or it makes such election.
                                            If the election is made by a holder, the Warrant Agent shall not give effect to the exercise
                                            of the holder’s Warrant, and such holder shall not have the right to exercise such
                                            Warrant, to the extent that after giving effect to such exercise, such person (together with
                                            such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially
                                            own in excess of 9.99% (or such other amount as such person may specify) (the “Maximum
                                            Percentage”) of the shares of Common Stock outstanding immediately after giving
                                            effect to such exercise. For purposes of the foregoing sentence, the aggregate number of
                                            shares of Common Stock beneficially owned by such person and its affiliates shall include
                                            the number of shares of Common Stock issuable upon exercise of the Warrant with respect to
                                            which the determination of such sentence is being made, but shall exclude shares of Common
                                            Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the
                                            Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion
                                            of the unexercised or unconverted portion of any other securities of the Company beneficially
                                            owned by such person and its affiliates (including, without limitation, any convertible notes
                                            or convertible preferred shares or warrants) subject to a limitation on conversion or exercise
                                            analogous to the limitation contained herein. Except as set forth in the preceding sentence,
                                            for purposes of this paragraph, beneficial ownership shall be calculated in accordance with
                                            Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
                                            Act”). For purposes of the Warrant, in determining the number of outstanding shares
                                            of Common Stock, the holder may rely on the number of outstanding shares of Common Stock
                                            as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly
                                            report on Form 10-Q, current report on Form 8-K or other public filing with the SEC as the
                                            case may be, (2) a more recent public announcement by the Company, or (3) any other notice
                                            by the Company or the Warrant Agent setting forth the number of shares of Common Stock outstanding.
                                            For any reason at any time, upon the written request of the holder of the Warrant, the Company
                                            shall, within two (2) business days, confirm orally and in writing to such holder the number
                                            of shares of Common Stock then outstanding. In any case, the number of outstanding shares
                                            of Common Stock shall be determined after giving effect to the conversion or exercise of
                                            equity securities of the Company by the holder and its affiliates since the date as of which
                                            such number of outstanding shares of Common Stock was reported. By written notice to the
                                            Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage
                                            applicable to such holder to any other percentage specified in such notice; provided, however,
                                            that any such increase shall not be effective until the sixty-first (61st) day after such
                                            notice is delivered to the Company.



 




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		4.	Adjustments.



 


		4.1	Stock
                                            Dividends, Splits. If, after the date hereof, and subject to the provisions of Section
                                            4.5 below, the number of outstanding shares of Common Stock is increased or decreased by
                                            a stock dividend payable in shares of Common Stock, or by a forward or reverse split of shares
                                            of Common Stock, or other similar event, then, on the effective date of such stock dividend,
                                            split or similar event, the number of shares of Common Stock issuable on exercise of each
                                            Warrant shall be increased or decreased in proportion to such increase or decrease in outstanding
                                            shares of Common Stock. A rights offering to all holders of the shares of Common Stock entitling
                                            holders to purchase shares of Common Stock at a price less than the Fair Market Value shall
                                            be deemed a stock dividend of a number of shares of Common Stock equal to the product of
                                            (i) the number of shares of Common Stock actually sold in such rights offering (or issuable
                                            under any other equity securities sold in such rights offering that are convertible into
                                            or exercisable for the shares of Common Stock) multiplied by (ii) one (1) minus the quotient
                                            of (x) the price per share of Common Stock paid in such rights offering divided by (y) the
                                            Fair Market Value. For purposes of this subsection 4.1, if the rights offering is for securities
                                            convertible into or exercisable for shares of Common Stock, in determining the price payable
                                            for the shares of Common Stock, there shall be taken into account any consideration received
                                            for such rights, as well as any additional amount payable upon exercise or conversion.



 


		4.2	Aggregation
                                            of Shares. If, after the date hereof, and subject to the provisions of Section 4.6, the
                                            number of outstanding shares of Common Stock is decreased by a consolidation, combination
                                            or reclassification of shares of Common Stock or other similar event (other than a change
                                            covered by Section 4.1), then, on the effective date of such consolidation, combination,
                                            reclassification or similar event, the number of shares of Common Stock issuable on exercise
                                            of each Warrant shall be decreased in proportion to such decrease in outstanding shares of
                                            Common Stock.



 



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		4.3	Extraordinary
                                            Dividends. If the Company, at any time while the Warrants (or rights to purchase the
                                            Warrants) are outstanding and unexpired, shall pay a dividend or make a distribution in cash,
                                            securities or other assets to the holders of the Common Stock on account of such Common Stock
                                            (or other shares of the Company’s capital stock into which the Warrants are convertible),
                                            other than (a) as described in subsection 4.1 above, (b) Ordinary Cash Dividends (as defined
                                            below), (c) to satisfy the conversion rights of the holders of the Common Stock in connection
                                            with a proposed initial business combination, (d) as a result of the repurchase of Common
                                            Stock by the Company in connection with an initial business combination or as otherwise permitted
                                            by the Investment Management Trust Agreement between the Company and the Warrant Agent dated
                                            of even date herewith or (e) in connection with the Company’s liquidation and the distribution
                                            of its assets upon its failure to consummate a business combination (any such non-excluded
                                            event being referred to herein as an “Extraordinary Dividend”), then the Warrant
                                            Price shall be decreased, effective immediately after the effective date of such Extraordinary
                                            Dividend, by the amount of cash and the fair market value (as determined by the Company’s
                                            board of directors, in good faith) of any securities or other assets paid on each share of
                                            Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.3,
                                            “Ordinary Cash Dividends” means any cash dividend or cash distribution which,
                                            when combined on a per share basis with the per share amounts of all other cash dividends
                                            and cash distributions paid on the Common Stock during the 365-day period ending on the date
                                            of declaration of such dividend or distribution (as adjusted to appropriately reflect any
                                            of the events referred to in other subsections of this Section 4 and excluding cash dividends
                                            or cash distributions that resulted in an adjustment to the Warrant Price or to the number
                                            of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being
                                            5% of the offering price of the Units in the Offering).



 


		4.4	Adjustments
                                            in Exercise Price.



 


		4.4.1	Whenever
                                            the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted,
                                            as provided in Sections 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest
                                            cent) by multiplying such Warrant Price, immediately prior to such adjustment, by a fraction,
                                            (a) the numerator of which shall be the number of shares of Common Stock purchasable upon
                                            the exercise of the Warrants immediately prior to such adjustment, and (b) the denominator
                                            of which shall be the number of shares of Common Stock so purchasable immediately thereafter.



 


		4.4.2	If
                                            (x) the Company issues additional shares of Common Stock or equity-linked securities for
                                            capital raising purposes in connection with the closing of the initial Business Combination
                                            at an issue price or effective issue price of less than $9.50 per share of Common Stock (with
                                            such issue price or effective issue price to be determined in good faith by the Board, in
                                            the case of any such issuance to the Company’s pre-Public Offering stockholders or
                                            their affiliates, without taking into account any shares held by the Company’s pre-Public
                                            Offering stockholders or their affiliates, as applicable, prior to such issuance), (y) the
                                            aggregate gross proceeds from such issuances represent more than 60% of the total equity
                                            proceeds, and interest thereon, available for funding the initial Business Combination on
                                            the date of the completion of the Company’s initial Business Combination (net of redemptions),
                                            and (z) the volume weighted average trading price of the Common Stock during the 20 trading
                                            day period starting on the trading day prior to the day on which the Company consummates
                                            the initial business combination (such price, the “Market Value”) is below $9.50
                                            per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115%
                                            of the Market Value, and the $16.50 per share redemption trigger price described in Section
                                            6.1 below will be adjusted (to the nearest cent) to be equal to 165% of the Market Value.



 



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		4.5	Replacement
                                            of Securities upon Reorganization, etc. In case of any reclassification or reorganization
                                            of the outstanding shares of Common Stock (other than a change covered by Section 4.1 or
                                            4.2 hereof or one that solely affects the par value of such shares of Common Stock), or,
                                            in the case of any merger or consolidation of the Company with or into another corporation
                                            (other than a consolidation or merger in which the Company is the continuing corporation
                                            and that does not result in any reclassification or reorganization of the outstanding shares
                                            of Common Stock), or, in the case of any sale or conveyance to another corporation or entity
                                            of the assets or other property of the Company as an entirety or substantially as an entirety,
                                            in connection with which the Company is dissolved, the Registered Holders shall thereafter
                                            have the right to purchase and receive, upon the basis and upon the terms and conditions
                                            specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately
                                            theretofore purchasable and receivable upon the exercise of the rights represented thereby,
                                            the kind and amount of shares of stock or other securities or property (including cash) receivable
                                            upon such reclassification, reorganization, merger or consolidation, or upon a dissolution
                                            following any such sale or transfer, that the Registered Holder would have received if such
                                            Registered Holder had exercised his, her or its Warrant(s) immediately prior to such event;
                                            and if any reclassification also results in a change in shares of Common Stock covered by
                                            Sections 4.1 or 4.2, then such adjustment shall be made pursuant to Section 4.1, 4.2, 4.3
                                            and this Section 4.4. The provisions of this Section 4.5 shall similarly apply to successive
                                            reclassifications, reorganizations, mergers or consolidations, sales or other transfers.



 


		4.6	Notices
                                            of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares
                                            issuable upon exercise of a Warrant, the Company shall give written notice thereof to the
                                            Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment
                                            and the increase or decrease, if any, in the number of shares purchasable at such price upon
                                            the exercise of a Warrant, setting forth in reasonable detail the method of calculation and
                                            the facts upon which such calculation is based. Upon the occurrence of any event specified
                                            in Sections 4.1 – 4.5 the Company shall give written notice to each Registered Holder,
                                            at the last address set forth for such Registered Holder in the Warrant Register, of the
                                            record date or the effective date of the event. Failure to give such notice, or any defect
                                            therein, shall not affect the legality or validity of such event.



 








		4.7	Form
                                            of Warrant. The form of Warrant need not be changed because of any adjustment pursuant
                                            to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price
                                            and the same number of shares as is stated in the Warrants initially issued pursuant to this
                                            Warrant Agreement. However, the Company may, at any time, in its sole discretion, make any
                                            change in the form of Warrant that the Company may deem appropriate and that does not affect
                                            the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange
                                            or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.



 



    	9



    	 



    

 


		4.8	Notice
                                            of Certain Transactions. In the event that the Company shall (a) offer to holders of
                                            all its Common Stock rights to subscribe for or to purchase any securities convertible into
                                            shares of Common Stock or shares of stock of any class or any other securities, rights or
                                            options, (b) issue any rights, options or warrants entitling all the holders of Common Stock
                                            to subscribe for shares of Common Stock, or (c) make a tender offer, redemption offer or
                                            exchange offer with respect to the Common Stock, the Company shall send to the Registered
                                            Holders a notice of such action or offer. Such notice shall be mailed to the Registered Holders
                                            at their addresses as they appear in the Warrant Register, which shall specify the record
                                            date for the purposes of such dividend, distribution or rights, or the date such issuance
                                            or event is to take place and the date of participation therein by the holders of Common
                                            Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action
                                            on the Common Stock and on the number and kind of any other shares of stock and on other
                                            property, if any, and the number of shares of Common Stock and other property, if any, issuable
                                            upon exercise of each Warrant and the Warrant Price after giving effect to any adjustment
                                            pursuant to this Section 4 which would be required as a result of such action. Such notice
                                            shall be given as promptly as practicable after the Company has taken any such action.



 


		5.	Transfer
                                            and Exchange of Warrants.



 


		5.1	Transfer
                                            of Warrants. Prior to the Detachment Date, the Warrants may be transferred or exchanged
                                            only together with any Unit in which such Warrant is included, and only for the purpose of
                                            effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each
                                            transfer of a Unit on the register relating to such Units shall operate also to transfer
                                            the Warrants included in such Unit. From and after the Detachment Date, this Section 5.1
                                            will have no further force and effect.



 


		5.2	Registration
                                            of Transfer. The Warrant Agent shall register the transfer, from time to time, of any
                                            outstanding Warrant into the Warrant Register, upon surrender of such Warrant for transfer,
                                            properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions
                                            for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number
                                            of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent.
                                            The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time
                                            to time upon the Company’s request.



 


		5.3	Procedure
                                            for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together
                                            with a written request for exchange or transfer, and, thereupon, the Warrant Agent shall
                                            issue in exchange therefor one or more new Warrants as requested by the Registered Holder
                                            of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided,
                                            however, that, in the event a Warrant surrendered for transfer bears a restrictive legend,
                                            the Warrant Agent shall not cancel such Warrant and shall issue new Warrants in exchange
                                            therefor until the Warrant Agent has received an opinion of counsel for the Company stating
                                            that such transfer may be made and indicating whether the new Warrants must also bear a restrictive
                                            legend.



 


		5.4	Fractional
                                            Warrants. The Warrant Agent shall not be required to effect any registration of transfer
                                            or exchange which will result in the issuance of a warrant certificate for a fraction of
                                            a warrant.



 



    	10



    	 



    

 


		5.5	Service
                                            Charges. No service charge shall be made for any exchange or registration of transfer
                                            of Warrants.



 


		5.6	Warrant
                                            Execution and Countersignature. The Warrant Agent is hereby authorized to countersign
                                            and to deliver, in accordance with the terms of this Warrant Agreement, the Warrants required
                                            to be issued pursuant to the provisions of this Section 5, and the Company, whenever required
                                            by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf
                                            of the Company for such purpose.



 


		6.	Redemption.



 


		6.1	Redemption.
                                            Subject to the second sentence of this Section 6.1, all (and not less than all) of the outstanding
                                            Pulic Warrants may be redeemed, in whole and not in part, at the option of the Company, at
                                            any time from and after the Warrants become exercisable, and prior to their expiration, at
                                            the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price
                                            of $0.01 per Warrant (“Redemption Price”); provided that the last sales
                                            price of the Common Stock has been equal to or greater than $16.50 per share (subject to
                                            adjustment for splits, dividends, recapitalizations and other similar events), for any twenty
                                            (20) trading days within a thirty (30) trading day period ending on the third business day
                                            prior to the date on which notice of redemption is given and provided further that there
                                            is a current registration statement in effect with respect to the shares of Common Stock
                                            underlying the Public Warrants for each day in the aforementioned 30-day trading period and
                                            continuing each day thereafter until the Redemption Date (defined below). For avoidance of
                                            doubt, if and when the Public Warrants become redeemable by the Company under this Section,
                                            the Company may exercise its redemption right, even if it is unable to register or qualify
                                            the Warrant Shares for sale under all applicable state securities laws.



 


		6.2	Date
                                            Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem
                                            all of the Public Warrants, the Company shall fix a date for the redemption (the “Redemption
                                            Date”). Notice of redemption shall be mailed by first class mail, postage prepaid,
                                            by the Company not less than 30 days prior to the date fixed for redemption to the Registered
                                            Holders of the Public Warrants to be redeemed at their last addresses as they shall appear
                                            on the Warrant Register. Any notice mailed in the manner herein provided shall be conclusively
                                            presumed to have been duly given, whether or not the Registered Holder received such notice.



 


		6.3	Exercise
                                            After Notice of Redemption. The Public Warrants may be exercised in accordance with Section
                                            3 of this Warrant Agreement at any time after notice of redemption shall have been given
                                            by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date; provided
                                            that the Company may require the Registered Holder who desires to exercise such Public Warrant
                                            to elect cashless exercise as set forth under Section 3.3.2, and such Registered Holder must
                                            exercise the Public Warrants on a cashless basis if the Company so requires. On and after
                                            the Redemption Date, the Registered Holder of the Public Warrants shall have no further rights
                                            except to receive, upon surrender of the Public Warrants, the Redemption Price.



 


		6.4	No
                                            Other Rights to Cash Payment. Except for a redemption in accordance with this Section
                                            6, no Registered Holder of any Warrant shall be entitled to any cash payment whatsoever from
                                            the Company in connection with the ownership, exercise or surrender of any Warrant under
                                            this Warrant Agreement.



 



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		7.	Other
                                            Provisions Relating to Rights of Registered Holders of Warrants.



 


		7.1	No
                                            Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any
                                            of the rights of a stockholder of the Company, including, without limitation, the right to
                                            receive dividends, or other distributions, exercise any preemptive rights to vote or to consent
                                            or to receive notice as stockholders in respect of the meetings of stockholders or the election
                                            of directors of the Company or any other matter.



 


		7.2	Lost,
                                            Stolen Mutilated or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or
                                            destroyed, the Company and the Warrant Agent may, on such terms as to indemnity or otherwise
                                            as they may in their discretion impose (which terms shall, in the case of a mutilated Warrant,
                                            include the surrender thereof), issue a new Warrant of like denomination, tenor and date
                                            as the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute
                                            a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen,
                                            mutilated or destroyed Warrant shall be at any time enforceable by anyone.



 


		7.3	Reservation
                                            of Common Stock. The Company shall at all times reserve and keep available a number of
                                            its authorized but unissued shares of Common Stock that will be sufficient to permit the
                                            exercise in full of all outstanding Warrants issued pursuant to this Warrant Agreement.



 


		7.4	Registration
                                            of Common Stock. The Company agrees that as soon as practicable, but in no event later
                                            than thirty (30) business days after the closing of a Business Combination, it shall use
                                            its best efforts to file with the SEC a registration statement for the registration under
                                            the Securities Act of the shares of Common Stock issuable upon exercise of the Warrants,
                                            and to cause the same to become effective and to maintain the effectiveness of such registration
                                            statement, and a current prospectus relating thereto, until the expiration of the Warrants
                                            in accordance with the provisions of this Warrant Agreement. In addition, the Company agrees
                                            to use its best efforts to register the shares of Common Stock issuable upon exercise of
                                            the Warrants under state blue sky laws, to the extent an exemption is not available.



 


		8.	Concerning
                                            the Warrant Agent and Other Matters.



 


		8.1	Payment
                                            of Taxes. The Company will, from time to time, promptly pay all taxes and charges that
                                            may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery
                                            of shares of Common Stock upon the exercise of Warrants, but the Company shall not be obligated
                                            to pay any transfer taxes in respect of the Warrants or such shares.



 


		8.2	Resignation,
                                            Consolidation, or Merger of Warrant Agent.



 


		8.2.1	Appointment
                                            of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed,
                                            may resign its duties and be discharged from all further duties and liabilities hereunder
                                            after giving sixty (60) days’ notice in writing to the Company. If the office of the
                                            Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company
                                            shall appoint, in writing, a successor Warrant Agent in place of the Warrant Agent. If the
                                            Company shall fail to make such appointment within a period of 30 days after it has been
                                            notified in writing of such resignation or incapacity by the Warrant Agent or by the Registered
                                            Holder of the Warrant (who shall, with such notice, submit his, her or its Warrant for inspection
                                            by the Company), then the Registered Holder of any Warrant may apply to the Supreme Court
                                            of the State of New York for the County of New York for the appointment of a successor Warrant
                                            Agent. Any successor Warrant Agent, whether appointed by the Company or by such court, shall
                                            be a corporation organized and existing under the laws of the State of New York, in good
                                            standing and having its principal office in the Borough of Manhattan, City and State of New
                                            York, and be authorized under such laws to exercise corporate trust powers and subject to
                                            supervision or examination by federal or state authorities. After appointment, any successor
                                            Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties
                                            and obligations of its predecessor Warrant Agent with like effect as if originally named
                                            as Warrant Agent hereunder, without any further act or deed; but, if for any reason it becomes
                                            necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the
                                            expense of the Company, an instrument transferring to such successor Warrant Agent all the
                                            authority, powers, and rights of such predecessor Warrant Agent hereunder; and, upon request
                                            of any successor Warrant Agent, the Company shall make, execute, acknowledge, and deliver
                                            any and all instruments in writing for more fully and effectually vesting in and confirming
                                            to such successor Warrant Agent all such authority, powers, rights, immunities, duties and
                                            obligations.



 




    	12



    	 



    

 


		8.2.2	Notice
                                            of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed,
                                            the Company shall give notice thereof to the predecessor Warrant Agent and the transfer agent
                                            for the Common Stock not later than the effective date of any such appointment.



 


		8.2.3	Merger
                                            or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be
                                            merged or with which it may be consolidated or any corporation resulting from any merger
                                            or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant
                                            Agent under this Warrant Agreement without any further act on the part of the Company or
                                            the Warrant Agent.



 


		8.3	Fees
                                            and Expenses of Warrant Agent.



 


		8.3.1	Remuneration.
                                            The Company agrees to pay the Warrant Agent reasonable remuneration for its services as Warrant
                                            Agent hereunder and will reimburse the Warrant Agent upon demand for all expenditures that
                                            the Warrant Agent may reasonably incur in the execution of its duties hereunder.



 


		8.3.2	Further
                                            Assurances. The Company agrees to perform, execute, acknowledge and deliver, or cause
                                            to be performed, executed, acknowledged and delivered, all such further and other acts, instruments
                                            and assurances as may reasonably be required by the Warrant Agent for the carrying out or
                                            performing of the provisions of this Warrant Agreement.



 


		8.4	Liability
                                            of Warrant Agent.



 


		8.4.1	Reliance
                                            on Company Statement. Whenever, in the performance of its duties under this Warrant Agreement,
                                            the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved
                                            or established by the Company prior to taking or suffering any action hereunder, such fact
                                            or matter (unless other evidence in respect thereof be herein specifically prescribed) may
                                            be deemed to be conclusively proved and established by a statement signed by the Chief Executive
                                            Officer, Chief Financial Officer or Chairman of the Board of the Company and delivered to
                                            the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or
                                            suffered in good faith by it pursuant to the provisions of this Warrant Agreement.



 



    	13



    	 



    

 


		8.4.2	Indemnity.
                                            The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct
                                            or bad faith. The Company agrees to indemnify the Warrant Agent and hold it harmless against
                                            any and all liabilities, including judgments, costs and reasonable counsel fees, for anything
                                            done or omitted by the Warrant Agent in the execution of this Warrant Agreement, except as
                                            a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.



 


		8.4.3	Exclusions.
                                            The Warrant Agent shall have no responsibility with respect to the validity of this Warrant
                                            Agreement or with respect to the validity or execution of any Warrant (except its countersignature
                                            thereof); nor shall it be responsible for any breach by the Company of any covenant or condition
                                            contained in this Warrant Agreement or in any Warrant; nor shall it be responsible to make
                                            any adjustments required under the provisions of Section 4 hereof or responsible for the
                                            manner, method or amount of any such adjustment or the ascertaining of the existence of facts
                                            that would require any such adjustment; nor shall it, by any act hereunder, be deemed to
                                            make any representation or warranty as to the authorization or reservation of any shares
                                            of Common Stock to be issued pursuant to this Warrant Agreement or any Warrant or as to whether
                                            any shares of Common Stock will when issued be valid and fully paid and non-assessable.



 


		8.5	Acceptance
                                            of Agency. The Warrant Agent hereby accepts the agency established by this Warrant Agreement
                                            and agrees to perform the same upon the terms and conditions herein set forth and, among
                                            other things, shall account promptly to the Company with respect to Warrants exercised and
                                            concurrently account for, and pay to the Company, all monies received by the Warrant Agent
                                            for the purchase of shares of the Company’s Common Stock through the exercise of Warrants.



 


		8.6	Waiver.
                                            The Warrant Agent hereby waives any right of set-off or any other right, title, interest
                                            or claim of any kind (“Claim”) in or to any distribution of the Trust Account
                                            (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof,
                                            by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees
                                            not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust
                                            Account for any reason whatsoever.



 


		9.	Miscellaneous
                                            Provisions.



 


		9.1	Successors.
                                            All the covenants and provisions of this Warrant Agreement by or for the benefit of the Company
                                            or the Warrant Agent shall bind and inure to the benefit of their respective successors and
                                            assigns.



 


		9.2	Notices.
                                            Any notice, statement or demand authorized by this Warrant Agreement to be given or made
                                            by the Warrant Agent or by the Registered Holder of any Warrant to or on the Company shall
                                            be delivered by hand or sent by registered or certified mail or overnight courier service,
                                            addressed (until another address is filed in writing by the Company with the Warrant Agent)
                                            as follows:



 



    	14



    	 



    

 


	Globalink
                                            Investment Inc.

    1180
    Avenue of the Americas, 8 Floor

    New
    York, NY 10036

    Attn:
    Say Leong Lim, Chief Executive Officer

    E-mail:
    limsayleong@hotmail.com



 


with
a copy (which shall not constitute notice) to:


 


	Hunter
                                            Taubman Fischer & Li LLC

    800
    Third Avenue, Suite 2800

    New
    York, NY 10022

    Attn:
    Ying Li, Esq., Guillaume de Sampigny, Esq.

    E-mail:
    yli@htflawyers.com; gdesampigny@htflawyers.com



 


Any
notice, statement or demand authorized by this Warrant Agreement to be given or made by the Registered Holder of any Warrant or by the
Company to or on the Warrant Agent shall be delivered by hand or sent by registered or certified mail or overnight courier service, addressed
(until another address is filed in writing by the Warrant Agent with the Company), as follows:


 


	Continental Stock Transfer & Trust Company
	1 State Street, 30th Floor
	New York, New York 10004




 


Any
notice, sent pursuant to this Warrant Agreement shall be effective, if delivered by hand, upon receipt thereof by the party to whom it
is addressed, if sent by overnight courier, on the next business day of the delivery to the courier, and if sent by registered or certified
mail on the third day after registration or certification thereof.


 


		9.3	Applicable
                                            Law. The validity, interpretation, and performance of this Warrant Agreement and of the
                                            Warrants shall be governed in all respects by the laws of the State of New York, without
                                            giving effect to conflict of laws. The Company and the Warrant Agent hereby agree that any
                                            action, proceeding or claim against either of them arising out of or relating in any way
                                            to this Warrant Agreement, including under the Securities Act shall be brought and enforced
                                            in the courts of the State of New York or the United States District Court for the Southern
                                            District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall
                                            be exclusive. The Company and the Warrant Agent hereby waive any objection to such exclusive
                                            jurisdiction and that such courts represent an inconvenient forum. Any such process or summons
                                            to be served upon the Company or the Warrant Agent may be served by transmitting a copy thereof
                                            by registered or certified mail, return receipt requested, postage prepaid, addressed to
                                            it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed personal
                                            service and shall be legal and binding upon the party receiving such service in any action,
                                            proceeding or claim. Notwithstanding the foregoing, the provisions of this paragraph will
                                            not apply to suits brought to enforce any liability or duty created by the Exchange Act,
                                            or any other claim for which the federal district courts of the United States of America
                                            are the sole and exclusive forum.



 



    	15



    	 



    

 


Any
person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented
to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above,
is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District
of New York (a “foreign action”) in the name of any Warrant holder, such Warrant holder shall be deemed to have consented
to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District
Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an
“enforcement action”), and (y) having service of process made upon such Warrant holder in any such enforcement action
by service upon such Warrant holder’s counsel in the foreign action as agent for such Warrant holder.


 


		9.4	Persons
                                            Having Rights under this Warrant Agreement. Nothing in this Warrant Agreement expressed
                                            and nothing that may be implied from any of the provisions hereof is intended, or shall be
                                            construed, to confer upon, or give to, any person or corporation other than the parties hereto
                                            and the Registered Holders of the Warrants, any right, remedy, or claim under or by reason
                                            of this Warrant Agreement or of any covenant, condition, stipulation, promise, or agreement
                                            hereof. All covenants, conditions, stipulations, promises, and agreements contained in this
                                            Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto and their
                                            successors and assigns and of the Registered Holders of the Warrants.



 


		9.5	Examination
                                            of the Warrant Agreement. A copy of this Warrant Agreement shall be available at all
                                            reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and
                                            State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent
                                            may require any such Registered Holder to submit his, her or its Warrant for inspection.



 


		9.6	Counterparts-
                                            Facsimile Signatures. This Warrant Agreement may be executed in any number of counterparts,
                                            and each of such counterparts shall, for all purposes, be deemed to be an original, and all
                                            such counterparts shall together constitute one and the same instrument. Facsimile signatures
                                            shall constitute original signatures for all purposes of this Warrant Agreement.



 


		9.7	Effect
                                            of Headings. The section headings herein are for convenience only and are not part of
                                            this Warrant Agreement and shall not affect the interpretation thereof



 


		9.8	Amendments.
                                            This Warrant Agreement and any Warrant certificate may be amended by the parties hereto by
                                            executing a supplemental warrant agreement (a “Supplemental Agreement”),
                                            without the consent of any of the Registered Holders, for the purpose of (i) curing any ambiguity,
                                            or curing, correcting or supplementing any defective provision or mistake contained herein,
                                            or making any other provisions with respect to matters or questions arising under this Warrant
                                            Agreement that is not inconsistent with the provisions of this Warrant Agreement or the Warrant
                                            certificates, (ii) evidencing the succession of another corporation to the Company and the
                                            assumption by any such successor of the covenants of the Company contained in this Warrant
                                            Agreement and the Warrants, (iii) evidencing and providing for the acceptance of appointment
                                            by a successor Warrant Agent with respect to the Warrants, (iv) adding to the covenants of
                                            the Company for the benefit of the Registered Holders or surrendering any right or power
                                            conferred upon the Company under this Warrant Agreement, or (viii) amending this Warrant
                                            Agreement and the Warrants in any manner that the Company may deem to be necessary or desirable
                                            and that will not adversely affect the interests of the Registered Holders in any material
                                            respect. All other modifications or amendments to this Warrant Agreement, including any amendment
                                            to increase the Warrant Price or shorten the Exercise Period, shall require the approval,
                                            by written consent or vote, of the Registered Holders of a majority of the then outstanding
                                            Warrants, and with respect to any amendment to the terms of only the Private Warrants, shall
                                            require the approval, by written consent or vote, of the Registered Holders of a majority
                                            of the then outstanding Private Warrants, as applicable. Notwithstanding the foregoing, the
                                            Company may extend the duration of the Exercise Period in accordance with Section 3.2 without
                                            such consent.



 


		9.9	Severability.
                                            This Warrant Agreement shall be deemed severable, and the invalidity or unenforceability
                                            of any term or provision hereof shall not affect the validity or enforceability of this Warrant
                                            Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
                                            or unenforceable term or provision, the parties hereto intend that there shall be added as
                                            a part of this Warrant Agreement a provision as similar in terms to such invalid or unenforceable
                                            provision as may be possible and be valid and enforceable.



 


[SIGNATURE
PAGE FOLLOWS]


 




    	16



    	 



    

 


IN
WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	GLOBALINK
    INVESTMENT INC.
	 	 	 
	 	By:	                          
	 	Name:	 
	 	Title:	 
	 	 	 
	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature
Page to Warrant Agreement]


 




    	17



    	 



    

 


Exhibit
A


 


Form
of Warrant


 




    	18