Exhibit
10.10


 


Dated_April
20, 2022


 


FORAFRIC
AGRO HOLDINGS LIMITED


(as
Issuer)


 


and


 


LIGHTHOUSE
CAPITAL LIMITED


(as
Issuer’s Shareholder)


 





____________________________________________________


 


AMENDMENT
TO bond SUBScRIPTION deed


(USD
$40,000,000 6% Bonds 2026)


____________________________________________________


 


 





 













    	-1-



    	 



    

 





This
Deed is made on April 20, 2022 (this “Deed”)


 


By



 


		(1)	FORAFRIC
                                            AGRO HOLDINGS LIMITED, a private company limited by shares incorporated under the laws
                                            of Gibraltar with registered number 114436 and registered office at 57/63 Line Wall Road,
                                            Gibraltar (Issuer); and



 


		(2)	LIGHTHOUSE
                                            CAPITAL LIMITED, a private company limited by shares incorporated under the laws of Gibraltar
                                            with registered number 114433 and registered office at 57/63 Line Wall Road, Gibraltar (Issuer’s
                                            Shareholder)



 


for
the benefit of the Subscribers as defined in the Bond Subscription Deed referred to in this deed.


 


Whereas



 


		(A)	Issuer
                                            has by a resolution of its directors passed on 31 December 2021authorised the issue of 6
                                            per cent. per annum bonds in the aggregate initial principal amount of up to USD $40,000,000
                                            constituted by a Bond Subscription Deed dated 31 December 2021 executed by Issuer
                                            and Issuer’s Shareholder for the benefit of the Subscribers as therein defined (the
                                            Bond Subscription Deed).



 


		(B)	There
                                            are set out in the Schedule to this deed details of the Subscribers to the Bonds and the
                                            Bonds subscribed by each of them.



 


		(C)	By
                                            an Agreement entitled “Amendment No. 1 to Purchase Agreement” dated 20 April
                                            2022 the structure of the DE-SPAC Transaction has been amended, inter alia, by substituting
                                            Globis NV Merger Corp. currently a Nevada corporation (New Parent) for Globis Acquisition
                                            Corp. (Globis). Prior to consummation of the DE-SPAC Transaction, New Parent will,
                                            amongst other things, have re-domiciled to Gibraltar, altered its share capital and re-registered
                                            as a public limited company under Gibraltar law and its yet to be incorporated wholly owned
                                            Nevada subsidiary (New Subsidiary) will have merged with Globis, with New Subsidiary
                                            as the surviving company. The holders of common stock, warrant holders and unit holders of
                                            New Subsidiary, other than New Parent, will subsequently contribute their respective interests
                                            in New Subsidiary to New Parent, in exchange for equivalent interests in New Parent. Subject
                                            to completion of the DE-SPAC Transaction on or before the DE-SPAC Longstop Date, New Parent
                                            will acquire entire issued share capital of the Issuer on the DE-SPAC Transaction Date and
                                            concurrently New Parent will (i) assume by novation all the rights and obligations of Issuer
                                            under the Bond Subscription Deed, and (ii) issue to Bondholders such number of ordinary shares
                                            of New Parent (each of $0.001 par value) as shall correspond at the Conversion Price to the
                                            principal amount (plus accrued interest up to that date) of the Bonds, the said shares to
                                            be issued to Bondholders pro rata to their respective Bond holdings.



 


		(D)	This
                                            deed is executed in order to amend the Bond Subscription Deed by bringing its terms into
                                            line with the certain changes to the DE-SPAC Transaction as provided in this deed.



 


		(E)	This
                                            deed is subject to the approval of the Majority Bondholders to the execution of this deed
                                            as hereinafter provided.



 




    	-2-



    	 



    

 





Now
this Deed Witnesses as follows:


 


		1	Supplementary
                                            Agreement



 


		1.1	This
                                            deed is supplementary to, and shall be read as one with, the Bond Subscription Deed.



 


		1.2	Save
                                            as amended by this deed, the Bond Subscription Deed shall continue in full force and effect
                                            in accordance with its terms and conditions.



 


		1.3	The
                                            following clauses of the Bond Subscription Deed, namely Clauses 17 (Assignment and Transfer),
                                            19 (Miscellaneous), 20 (Communications), 21 (Confidentiality), 22 (Governing Law and Jurisdiction),
                                            23 (Third Party Rights) and 24 (Counterparts), shall apply to this deed as they apply to
                                            the Bond Subscription Deed.



 


		2	Condition
                                            Precedent



 


		2.1	This
                                            deed is conditional upon the signing of a written resolution by or on behalf of the Majority
                                            Bondholders approving this deed pursuant to clause 19.4 of the Bond Subscription Deed and
                                            paragraphs 6.18 and 6.19 of the Conditions (the Bondholder Approval).



 


		2.2	The
                                            Bondholder Approval may be contained in one or several documents in similar form each signed
                                            by one or more Bondholders.



 


		2.3	This
                                            deed shall come into effect forthwith upon the signing of the Bondholder Approval.



 


		3	Interpretation



 


		3.1	In
                                            this deed, terms defined and references construed in the Bond Subscription Deed shall bear
                                            the same meanings and constructions except as provided herein.



 


		3.2	Each
                                            reference in the Bond Subscription Deed to “this Deed” shall be construed as
                                            a reference to the Bond Subscription Deed as amended by this deed.



 


		4	Amendments
                                            to Bond Subscription Deed



 


		4.1	The
                                            definition of “Globis” in the Bond Subscription Deed shall be deleted in its
                                            entirety.



 


		4.2	The
                                            following definition shall be included in Paragraph 1 of Schedule 1 to the Bond Subscription
                                            Deed:



 


“Forafric
Global PLC” means Forafric Global PLC, currently a Nevada corporation named Globis NV Merger Corp., which subject to the terms
and conditions separately agreed between itself, Globis Acquisition Corp., the Issuer’s Shareholder and the Issuer, is to change
its jurisdiction of incorporation and name by de-registering as a Nevada corporation, and continuing and re-domiciling as a Gibraltar
private limited company pursuant to the Gibraltar Companies Act 2014 and the Gibraltar Companies (Re-domiciliation) Regulations 1996
and re-registering as a Gibraltar public limited company in accordance with Gibraltar law.


 


		4.3	The
                                            definition of “Globis Shares” in the Bond Subscription Deed shall be deleted
                                            in its entirety.



 





		4.4	The
                                            following definition shall be included in Paragraph 1 of Schedule 1 to the Bond Subscription
                                            Deed:



 


“Forafric
Global Shares” means ordinary shares of USD $0.001 par value in the capital of Forafric Global ranking pari passu with all other
ordinary shares in its capital.


 


		4.5	Each
                                            reference in the Bond Subscription Deed to “Globis” shall be replaced by a reference
                                            to Forafric Global PLC.



 


		4.6	Each
                                            reference in the Bond Subscription Deed to “Globis Shares” shall be replaced
                                            by a reference to Forafric Global Shares.



 


		4.7	Clause
                                            6.3(b) of the Bond Subscription Deed shall be amended by the addition of the following at
                                            the end of the paragraph: “(rounded down to the nearest complete number of Forafric
                                            Global Shares allotted and issued at the Conversion Price)”.



 








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IN
WITNESS whereof this Deed has been executed as a deed on the date first above written.


 





	Signed as a Deed for and on behalf of

                         FORAFRIC AGRO HOLDINGS LIMITED

                         acting by a director in the presence of:
		 /s/ Ariel Belilo 

                         

                         

                         

	 		Director



 








	
	
	Witness
    signature	 	 
	 	 	 
	 	 	 
	Name
    (in block capitals)	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Address	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Occupation	 	 
	 	 	 


 







    	-4-



    	 



    

 


	Signed
    as a Deed for and on behalf of

                         LIGHTHOUSE
    CAPITAL LIMITED

                         acting
    by a director in the presence of:
		 /s/ Mesod Bengio 

                         
 
	 	 	Director








 


	
	
	Witness
    signature	 	 
	 	 	 
	 	 	 
	Name
    (in block capitals)	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Address	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Occupation	 	 
	 	 	 





 











    	-5-



    	 



    

 


Schedule
– The Subscribers


 




    	-6-