Exhibit
10.1


 


AMENDMENT
NO. 2 TO PURCHASE AGREEMENT


 


This
Amendment No. 2 (this “Amendment”), dated June 8, 2022 (the “Effective Date”), is made and
entered into by and among: (i) Globis Acquisition Corp., a Delaware corporation (“Globis”); (ii) Lighthouse Capital
Limited, a Gibraltar private company limited by shares (“Seller”); (iii) Forafric Agro Holdings Limited, a Gibraltar
private company limited by shares (the “Company”); and (iv) Forafric Global PLC (f/k/a Globis NV Merger Corp.), a
Gibraltar public company limited by shares (“New Parent”). Globis, Seller, the Company, and New Parent are collectively
referred to herein as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed
to such terms in the Securities Purchase Agreement, dated December 19, 2021, as amended by Amendment No. 1, dated as of April 20, 2022
(as further amended, restated, supplemented, or otherwise modified from time to time, the “Purchase Agreement”), by
and among Globis, Seller, the Company, and New Parent.


 


RECITALS


 


A.
Globis, Seller, the Company, and New Parent are parties to the Purchase Agreement.


 


B.
Globis, Seller, the Company, and New Parent now desire to amend the Purchase Agreement in accordance with Section 12.05 of the Purchase
Agreement as set forth in this Amendment.


 


AGREEMENT


 


Intending
to be legally bound hereby, the Parties agree as follows:


 


1.
Amendments.


 


a.
Subclause (i) of Section 1.02(a) of the Purchase Agreement is hereby amended to replace the reference to “$20,000,000” with
“$0”.


 


b.
Section 1.02(a) of the Purchase Agreement is hereby amended to add a new subclause (vi) as follows:


 


“(vi)
plus, the deferred payment paid pursuant to Section 1.13.”


 


c.
A new Section 1.13 shall be added to the Purchase Agreement as follows:


 


“Deferred
Payment. On the first anniversary of the Closing Date New Parent shall pay to the Seller the principal sum of $20,000,000 together
with interest on the outstanding amount from the Closing Date up to the date of payment (computed on the basis of a 360-day year consisting
of twelve (12) months of thirty (30) days) accrued but unpaid thereon at the fixed per annum rate of 8%. If any amount of principal of
the said deferred payment and/or interest thereon is unpaid on the said first anniversary of the Closing Date, New Parent shall pay the
Seller additional interest on the outstanding amount at the per annum rate of 12% (or at such lower rate as shall be the highest rate
permitted under applicable usury laws). The said additional interest shall be calculated and compounded daily by reference to a 360-day
year. Notwithstanding anything contained in this Agreement (i) New Parent submits to the exclusive jurisdiction of the Supreme Court
of Gibraltar for all purposes associated with the said deferred payment and interest thereon, and (ii) agrees that New Parent’s
obligation to pay the same shall be governed and construed in accordance with Gibraltar law.


 


d.
Section 10.07(a)(i) of the Purchase Agreement is hereby deleted in its entirety and replaced as follows:


 


“(i)
At the Seller’s discretion, such amount will be satisfied by (1) release and transfer of Indemnity Shares (valued at $10.50 per
share) to Buyer, (2) set-off against any amounts owed by New Parent pursuant to Section 1.13 or set-off against any Earnout Shares
(valued at $10.50 per share) that are then-earned and issuable to the Seller pursuant to Section 1.07, (3) the return and cancellation,
for no consideration, of any other Buyer Ordinary Shares then held of record and beneficially by the Seller (valued at $10.50 per share),
or (4) the payment of immediately available funds to Buyer (in United States Dollars, unless otherwise agreed in writing by the Buyer
Indemnitee).”


 


2.
Remaining Provisions of the Purchase Agreement. Except as amended hereby, the terms of the Purchase Agreement remain in full force
and effect. On and after the Effective Date, each reference in the Purchase Agreement to “this Agreement” or words of similar
import shall mean and be deemed to be a reference to the Purchase Agreement as amended by this Amendment.


 


3.
Miscellaneous. This Amendment may only be amended or modified by a written instrument executed by the Parties and which makes reference
to this Amendment. The provisions of Sections 12.01 (Notices), 12.03 (Severability), 12.04 (Expenses), 12.05 (Amendment; Waiver), 12.06
(Beneficiaries; Assignment), 12.07 (Counterparts), 12.09 (Governing Law), 12.10 (Arbitration), 12.16 (Waiver of Jury Trial), and 12.17
(Trust Account Waiver) of the Purchase Agreement are hereby incorporated by reference into this Amendment, mutatis mutandis.


 


[Signature
Pages Follow]


 




    	 



     


    

 


The
Parties have caused this Amendment to be duly executed and delivered as of the Effective Date.


 


	 	GLOBIS:
	 	 
	 	GLOBIS
    ACQUISITION CORP.
	 	 	 
	 	By:
    	/s/
    Paul Packer
	 	Name:	Paul
    Packer
	 	Title:
    	Chief
    Executive Officer
	 	 	 
	 	NEW
    PARENT:
	 	 
	 	Forafric
    Global PLC
	 	 	 
	 	By:	/s/
    Paul Packer
	 	Name:	Paul
    Packer
	 	Title:	Director


 




    	SIGNATURE PAGE TO PURCHASE AGREEMENT AMENDMENT NO. 2



     

    

 


	 	SELLER:
	 	 
	 	LIGHTHOUSE
    CAPITAL LIMITED
	 	 	              
	 	By:
    	/s/
    Michael Elbaz
	 	Name:	Michael
    Elbaz
	 	Title:
    	Director
	 	 	 
	 	COMPANY:
	 	 
	 	FORAFRIC
    AGRO HOLDINGS LIMITED
	 	 	 
	 	By:
    	/s/ Michael Elbaz
	 	Name:	Michael
    Elbaz
	 	Title:
    	Director


 




    	SIGNATURE PAGE TO PURCHASE AGREEMENT AMENDMENT NO. 2