Exhibit
4.5


 


GLOBIS
ACQUISITION CORP.


 


DESCRIPTION
OF SECURITIES


 


General


 


Our
amended and restated certificate of incorporation authorizes the issuance of 100,000,000 shares of common stock, par value $0.0001,
and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material terms
of our securities. Because it is only a summary, it may not contain all the information that is important to you. For a complete
description you should refer to our amended and restated certificate of incorporation, bylaws, and the forms of warrant agreement.
In this description, references to “we,” “us,” “our,” “our company” and “Globis”
refer to Globis Acquisition Corp.


 


Units


 


Each
unit consists of one share of common stock and one redeemable warrant. Each redeemable warrant entitles the holder thereof to
purchase one share of common stock. Each redeemable warrant has an exercise price $11.50 per share and expires on December 10,
2025.


 


The
common stock and warrants comprising the units began separate trading on February 8, 2021, and holders of our units have the option
to continue to hold units or separate their units into the component pieces. Holders must have their brokers contact our transfer
agent in order to separate the units into shares of common stock and warrants.


 


Common
Stock


 


Upon
the closing of our initial public offering, there were 15,050,833 shares of our common stock issued and outstanding, including
11,500,000 shares underlying the units issued in our initial public offering, 100,833 placement shares underlying placement units
issued to one of our sponsors in a private placement that closed concurrently with our initial public offering, 402,500 equity
participation shares issued to our underwriter as underwriters’ compensation and 3,047,500 founder shares issued to our
sponsors.


 


Our
holders of record of our common stock are entitled to one vote for each share held on all matters to be voted on by stockholders.
In connection with any vote held to approve our initial business combination, our insiders, officers and directors have agreed
to vote their respective shares of common stock owned by them immediately prior to our initial public offering, including both
the founder shares and any shares acquired in our initial public offering or following our initial public offering in the open
market, in favor of the proposed business combination.


 


Our
board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class
of directors being elected each year. There is no cumulative voting with respect to the election of directors, with the result
that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors.


 


We
will consummate our initial business combination only if public stockholders do not exercise conversion rights in an amount that
would cause our net tangible assets to be less than $5,000,001 upon consummation of the initial business combination and a majority
of the outstanding shares of common stock voted are voted in favor of the business combination.


 


Pursuant
to our amended and restated certificate of incorporation, if we do not consummate our initial business combination by December
15, 2021 (or June 15, 2022 if the Company extends the period of time to consummate a business combination up to two times, each
by an additional three months), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above)
to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our insiders
have agreed to waive their rights to share in any distribution with respect to their founder shares, although they will be entitled
to liquidating distributions from the trust account that holds the net proceeds of our initial public offering and certain proceeds
from the private placements entered into concurrently with our initial public offering with respect to any public shares they
hold if we fail to complete our initial business combination within the prescribed time period.


 




    	 



     


    

 


Our
stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions
applicable to the shares of common stock, except that public stockholders have the right to sell their shares to us in any tender
offer or have their shares of common stock converted to cash equal to their pro rata share of the trust account if they vote on
the proposed business combination and the business combination is completed. If we hold a stockholder vote to amend any provisions
of our amended and restated certificate of incorporation relating to stockholder’s rights or pre-business combination activity
(including the substance or timing within which we have to complete a business combination), we will provide our public stockholders
with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the
trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding
public shares, in connection with any such vote. In either of such events, converting stockholders would be paid their pro rata
portion of the trust account promptly following consummation of the business combination or the approval of the amendment to the
amended and restated certificate of incorporation. Public stockholders who sell or convert their stock into their share of the
trust account still have the right to exercise the warrants that they received as part of the units. If the business combination
is not consummated or the amendment is not approved, stockholders will not be paid such amounts.


 


Founder
Shares and Placement Shares


 


The
founder shares and placement shares are identical to the shares of common stock included in the units sold in our initial public
offering, and our insiders have the same stockholder rights as public stockholders, except that (i) the founder shares are subject
to certain transfer restrictions, as described in more detail below and (ii) our insiders have agreed (A) to vote their founder
shares, placement shares and any public shares acquired in or after our initial public offering in favor of any proposed business
combination, (B) not to propose, or vote in favor of, (x) an amendment to our amended and restated certificate of incorporation
that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial
business combination by December 15, 2021 (or June 15, 2022 if the Company extends the period of time to consummate a business
combination up to two times, each by an additional three months) or (y) which adversely affects the rights of our public stockholders,
unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such
amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, net of taxes
payable, divided by the number of then outstanding public shares, (C) not to convert any shares (including the founder shares
or placement shares) into the right to receive cash from the trust account in connection with a stockholder vote to approve our
proposed initial business combination (or sell any shares they hold to us in a tender offer in connection with a proposed initial
business combination) or a vote to amend the provisions of our amended and restated certificate of incorporation relating to the
substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination
by December 15, 2021 (or June 15, 2022 if the Company extends the period of time to consummate a business combination up to two
times, each by an additional three months), and (D) that the founder shares and placement shares are not entitled to be redeemed
for a pro rata portion of the funds held in the trust account if a business combination is not consummated.


 


The
founder shares and placement shares have been placed into an escrow account maintained in New York, New York by VStock Transfer,
LLC, acting as escrow agent. Subject to certain limited exceptions, these shares will not be transferred, assigned, sold or released
from escrow until the date of the consummation of our initial business combination. The limited exceptions referred to above include
(1) transfers among the insiders, to our officers, directors, advisors and employees, (2) transfers to an insider’s affiliates
or its members upon its liquidation, (3) transfers to relatives and trusts for estate planning purposes, (4) transfers by virtue
of the laws of descent and distribution upon death, (5) transfers pursuant to a qualified domestic relations order, (6) private
sales made at prices no greater than the price at which the securities were originally purchased or (7) transfers to us for cancellation
in connection with the consummation of an initial business combination, in each case (except for clause 7) where the transferee
agrees to the terms of the escrow agreement and forfeiture, as the case may be, as well as the other applicable restrictions and
agreements of the holders of the founder shares and placement shares.


 




    	 



     


    

 


Preferred
Stock


 


Our
amended and restated certificate of incorporation authorizes the issuance of 1,000,000 shares of undesignated preferred stock,
$0.0001 par value. Pursuant to our amended and restated certificate of incorporation, our board of directors is empowered, without
stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely
affect the voting power or other rights of the holders of common stock. However, the underwriting agreement from our initial public
offering prohibits us, prior to a business combination, from issuing preferred stock which participates in any manner in the proceeds
of the trust account, or which votes as a class with the common stock on our initial business combination. We may issue some or
all of the preferred stock to effect our initial business combination. In addition, the preferred stock could be utilized as a
method of discouraging, delaying or preventing a change in control of us.


 


Redeemable
Warrants


 


Upon
the closing of our initial public offering, there were 15,789,722 of our warrants outstanding, including 11,500,000 warrants underlying
the units issued in our initial public offering, 100,833 placement warrants underlying placement units and 4,188,889 private warrants
issued to our sponsors in a private placement that closed concurrently with our initial public offering.


 


Public
Warrants


 


Each
public warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to
adjustment as discussed below, at any time commencing on the later of the completion of an initial business combination and 12
months from the closing of our initial public offering. Except as set forth below, no warrants will be exercisable for cash unless
we have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants
and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering
the shares of common stock issuable upon exercise of the warrants is not effective within 90 days from the consummation of our
initial business combination, warrant holders may, until such time as there is an effective registration statement and during
any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant
to the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities
Act”) provided that such exemption is available. In such event, each holder would pay the exercise price by surrendering
the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number
of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and
the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean
the average reported last sale price of the shares of common stock for the 10 trading days ending on the third trading day prior
to the date of exercise. For example, if a holder held 150 warrants to purchase 150 shares and the fair market value on the date
prior to exercise was $15.00, that holder would receive 35 shares without the payment of any additional cash consideration. If
an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. The
warrants will expire five years from the consummation of a business combination at 5:00 p.m., Eastern Standard Time.


 


We
may call the outstanding warrants for redemption (excluding the private warrants and warrants underlying the units that may be
issued upon conversion of working capital loans), in whole and not in part, at a price of $0.01 per warrant:


 


	 	●	at
    any time while the warrants are exercisable;
	 	 	 
	 	●	upon
    not less than 30 days’ prior written notice of redemption to each warrant holder;
	 	 	 
	 	●	if,
    and only if, the reported last sale price of the shares of common stock equals or exceeds $16.50 per share (as adjusted for
    stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-day trading period
    ending on the third business day prior to the notice of redemption to warrant holders (the “Force-Call Provision”),
    and
	 	 	 
	 	●	if,
    and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such
    warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter
    until the date of redemption.


 




    	 



     


    

 


The
right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption.
On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price
for such holder’s warrant upon surrender of such warrant.


 


If
we call the warrants for redemption as described above, our management will have the option to require all holders that wish to
exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering
the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number
of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and
the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean
the average reported last sale price of our common stock for the 10 trading days ending on the third trading day prior to the
date on which the notice of redemption is sent to the holders of warrants.


 


In
addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection
with the closing of our 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 our board of directors), (y) the
aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of
our common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial
business combination (the “Market Value”) is below $9.50 per share, the exercise price of the warrants will 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 above
will be adjusted (to the nearest cent) to be equal to 165% of the Market Value.


 


The
warrants were issued in registered form under a warrant agreement between VStock Transfer, LLC, as warrant agent, and us. The
warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity
or correct any defective provision, but requires the approval, by written consent or vote, of the holders of a majority of the
then outstanding warrants in order to make any change that adversely affects the interests of the registered holders.


 


The
exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances
including in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation.
However, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise
prices.


 


The
warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant
agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied
by full payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised.
The warrant holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they
exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the
warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.


 


Except
as described above, no public warrants are exercisable for cash and we are not obligated to issue shares of common stock unless
at the time a holder seeks to exercise such warrant, a prospectus relating to the shares of common stock issuable upon exercise
of the warrants is current and the shares of common stock have been registered or qualified or deemed to be exempt under the securities
laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, we have agreed to use
our best efforts to meet these conditions and to maintain a current prospectus relating to the shares of common stock issuable
upon exercise of the warrants until the expiration of the warrants. However, we cannot assure that we will be able to do so and,
if we do not maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants, holders
will be unable to exercise their warrants and we will not be required to settle any such warrant exercise. If the prospectus relating
to the shares of common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified
or exempt from qualification in the jurisdictions in which the holders of the warrants reside, we will not be required to net
cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and
the warrants may expire worthless.


 




    	 



     


    

 


Warrant
holders may elect to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would
not be able to exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially
own in excess of 9.9% of the shares of common stock outstanding. Notwithstanding the foregoing, any person who acquires a warrant
with the purpose or effect of changing or influencing the control of our company, or in connection with or as a participant in
any transaction having such purpose or effect, immediately upon such acquisition will be deemed to be the beneficial owner of
the underlying shares of common stock and not be able to take advantage of this provision.


 


No
fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled
to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares
of common stock to be issued to the warrant holder.


 


An
exchange offer made to both the publicly traded warrants and the warrants held by our sponsors on the same terms will not constitute
an amendment requiring consent of any warrant holder.


 


We
have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way
to the warrant agreement will 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 we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive
forum for any such action, proceeding or claim. This exclusive forum provision does not apply to suits brought to enforce a duty
or liability created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any other claim for
which the federal courts have exclusive jurisdiction or any complaint asserting a cause of action arising under the Securities
Act against us or any of our directors, officers, other employees or agents. Section 27 of the Exchange Act creates exclusive
federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations
thereunder.


 


Private
Warrants and Placement Warrants


 


We
have agreed that we will not redeem the private warrants or placement warrants and we will allow the holders to exercise such
warrants on a cashless basis (even if a registration statement covering the shares of common stock issuable upon exercise of such
warrants is not effective). Additionally, the representative of the underwriters has agreed that it will not be permitted to exercise
any private warrants that were issued to it and/or its designees upon consummation of our initial public offering after December
10, 2025. Furthermore, because the private warrants and placement warrants were issued in private transactions, the holders and
their transferees are allowed to exercise the private warrants and placement warrants on a cashless basis or for cash even if
a registration statement covering the shares of common stock issuable upon exercise of such warrants is not effective and receive
unregistered shares of common stock. In the event that a holder of private warrants or placement warrants elects to exercise such
warrants on a cashless basis, each holder would pay the exercise price by surrendering the warrants for that number of shares
of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying
the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”
(defined below) by (y) the fair market value. With respect to the private warrants or placement warrants, the “fair market
value” shall mean, at the discretion of the holder, either (x) the last reported sale price of the shares of common stock
for the trading day prior to the date of exercise or (y) the average reported last sale price of the shares of common stock for
the 10 trading days ending on the third trading day prior to the date of exercise.


 


Dividends


 


We
have not paid any cash dividends on our shares of common stock to date and do not intend to pay cash dividends prior to the completion
of a business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any,
capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends
subsequent to a business combination is within the discretion of our then board of directors. It is the present intention of our
board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate
declaring any dividends in the foreseeable future.


 




    	 



     


    

 


Our
Transfer Agent and Warrant Agent


 


The
transfer agent for our securities and warrant agent for our warrants is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New
York 11598.


 


Certain
Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and By-Laws


 


We
are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. This statute prevents certain Delaware
corporations, under certain circumstances, from engaging in a “business combination” with:


 


	 	●	a
    stockholder who owns 10% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);
	 	 	 
	 	●	an
    affiliate of an interested stockholder; or
	 	 	 
	 	●	an
    associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.


 


A
“business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of
Section 203 do not apply if:


 


	 	●	our
    board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the
    date of the transaction;
	 	 	 
	 	●	after
    the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned
    at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares
    of common stock; or
	 	 	 
	 	●	on
    or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized
    at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding
    voting stock not owned by the interested stockholder.


 


Exclusive
Forum for Certain Lawsuits


 


Our
amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative
forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial
owner) to bring (i) any derivative action or proceeding brought on behalf of the company, (ii) any action asserting a claim of
breach of fiduciary duty owed by any director, officer or other employee of the company to the company or the company’s
stockholders, (iii) any action asserting a claim against the company, its directors, officers or employees arising pursuant to
any provision of the Delaware General Corporation Law or the company’s amended and restated certificate of incorporation
or bylaws or (iv) any action asserting a claim against the company, its directors, officers or employees governed by the internal
affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court of Chancery determines that
there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not
consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in
the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have
subject matter jurisdiction. Notwithstanding the foregoing, this exclusive forum provision shall not apply to suits brought to
enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange Act or the rules and regulations thereunder. Additionally, unless we consent in writing to the selection
of an alternative forum, the federal district courts shall be the exclusive forum for the resolution of any complaint asserting
a cause of action arising under the Securities Act against us or any of our directors, officers, other employees or agents. Section
22 of the Securities Act, however, created concurrent jurisdiction for federal and state courts over all suits brought to enforce
any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty
as to whether a court would enforce these exclusive forum provisions, and the enforceability of similar choice of forum provisions
in other companies’ charter documents has been challenged in legal proceedings. While the Delaware courts have determined
that such exclusive forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other
than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by
a court in those other jurisdictions. Although we believe this provision benefits us by providing increased consistency in the
application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits
against our directors and officers. Furthermore, the enforceability of choice of forum provisions in other companies’ certificates
of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions
to be inapplicable or unenforceable.


 




    	 



     


    

 


Special
Meeting of Stockholders


 


Our
bylaws provide that special meetings of our stockholders may be called only by the chairman of our board of directors or our chief
executive officer, or the board of directors pursuant to a resolution adopted by a majority of the board of directors, and may
not be called by any other person.


 


Advance
Notice Requirements for Stockholder Proposals and Director Nominations


 


Our
bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates
for election as directors at our annual meeting of stockholders must provide timely notice of their intent in writing. To be timely,
a stockholder’s notice must be received by our secretary at our executive offices not later than the close of business on
the 90th day nor earlier than the opening of business on the 120th day before the anniversary date of the immediately preceding
annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more
than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close
of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before
the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual
meeting is first made. Our bylaws also specify certain requirements as to the form and content of a stockholders’ meeting.
These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making
nominations for directors at our annual meeting of stockholders.


 


Authorized
but Unissued Shares


 


Our
authorized but unissued common stock and preferred stock are available for future issuances without stockholder approval and could
be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee
benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult
or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.


 


Board
of Directors


 


The
election of directors is determined by a plurality of the votes cast by the stockholders present in person or represented by proxy
at the meeting and entitled to vote thereon. Our amended and restated certificate of incorporation provides that our board of
directors is classified into three classes of directors. As a result, in most circumstances, a person can gain control of our
board of directors only by successfully engaging in a proxy contest at two or more annual meetings.