PRIVATE
PLACEMENT AGREEMENT


 


GLOBALINK,
LTD.


(TRADING
SYMBOL: OTCQB:GOBK)


 


 


This
Agreement is made on the _____ day of ______, 20___ and is signed and sealed in Vancouver, Canada and Beijing, China in counterparts:


 


Between


 


The
Issuer: Globalink, Ltd., a United States public company registered in the State of Nevada, United States of America and is
quoted in the Nasdaq's Over-The-Counter QB exchange, under the trading symbol: GOBK:OTCQB.


 


And


 


The
Investor: ________ a Chinese citizen, holder of China passport No. ______and a private person and businessman, with address
located at __________________________________, China


 


Whereas


1.The
investor wishes to invest US$__________ into the United States public company Globalink Ltd., by purchasing restrictive common
stocks of Globalink Ltd.


 


2.The
current total corporate securities of Globalink Ltd. issued and outstanding is ________ Common Shares. The total authorized securities
of Globalink Ltd. consists of 500,000,000 Common Shares at a par value of US$0.0002 per share.


 


3.The
total number of registered tradable shares is _______ Common Shares as of to date. These are freely tradable shares without restrictions.


 


4.The
restrictive shares are withheld from trading for a period of 6 months after which the restrictive legend may be removed and the
shares registered for free trading.






5.The
market price of the Globalink Ltd. securities have traded sporadically ranging from a low of US$___ to a high of US$_____ per
share in the past year with no corporate media releases pertaining to corporate activities.



 


6.Globalink
Ltd. is in the negotiation stages for a large development project as well as preparation of necessary documents for raising capital
for expansion of existing project and implementation of the anticipated development project.


 



    	 	1	 



    	 



    




 


Now
Therefore The Issuer Globalink Ltd. proposes the following terms and conditions:


 


 


		1.	For
                                         the purposes of investors purchasing securities of Globalink Ltd., the Board of Directors
                                         has set the purchasing price at US$___ per share which reflects the average market price
                                         of the past year.



 


 


	 	2.	The
    proposed investment of US$______ to purchase Globalink Ltd. securities would result in the issuance of _________ restrictive
    common shares of the company to the investor, which in the presence of total issued and outstanding shares of ________, of
    which the current _________ shares is included, is ______% of all issued and outstanding shares.







 





		3.	Due
                                         to the recent significant investments by investors to purchase the securities of Globalink
                                         Ltd., the present Board of Directors had been re-organized with new CEO, CFO and directors
                                         to undertake new projects proposed by the new Board of Directors.



 


 


		4.	The
                                         new Board has established a new master plan for marketing, promotion, investor relations,
                                         IPO/DPO to raise capital for expansion of Globalink Ltd's wholly-owned subsidiary of
                                         OneWorld travel agency and the already commenced Chinese commercial gingko leave project,
                                         as well as the contemplated IT research and development in early warning health software
                                         and hardware project and other contemplated viable projects.



 


 


		5.	The
                                         new Board cooperates, assists and coordinates in preparing the Chinese commercial gingko
                                         leave health project, and IT software and hardware health monitoring systems project
                                         to be acquired by Globalink Ltd. in the future.



 




    	 	2	 



    	 



    

 


 


Both
the Issuer and the Investor herewith agree to all the above terms and conditions and acknowledge their acceptance by means of
their signatures and seals as indicated hereunder.


 


The
Issuer:


GLOBALINK
LTD. 


 





	Company Seal	 	 
	 	 	 	 	 
	Hin Kwok Sheung, CEO/Director	 	Robing Young, Secretary/Director
	 	 	 
	 	 	 
	The Investor:	 	Witness:
	X	 	 
	 	 	 



 





 


 


This
Agreement contains three (3) Exhibits titled “ Exhibit A: Securities Subscription Agreement”; "Exhibit B: Suitability
Letter" and "Exhibit C: Investment Letter" which require execution.




    	 	3	 



    	 



    

 


Exhibit
A 


PRIVATE
OFFERING


SECURITIES
SUBSCRIPTION AGREEMENT


GLOBALINK
LTD. (The “Issuer”)


The
undersigned purchaser (the “Purchaser”) hereby irrevocably and unconditionally subscribe to and agrees to purchase
_____ units of common shares (the “Shares”), each unit consists of _____ shares in the capital stock of the Issuer
at a price of US$________ per Unit, for an aggregate acquisition cost to the Purchaser of US$ _________ (the “Funds”),
upon and subject to the terms and conditions set out in the following page.





	 	THE
    PURCHASER	 
	 	 	 
	 	 	 
	Name
    of the Purchaser (Please Print)	 	Signature
    of Individual Purchaser or Authorized Signatory of the Purchaser (if Purchaser is not An individual)
	 	 	 
	 	 	 
	Address
    of Purchaser	 	 
	 	 	 
	 	 	 
	 	 	Signature
    of Witness (if Purchaser is an Individual)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Name
    of Contact Person (If Purchaser is Not an Individual)	 	Name
    of Witness (Please Print)
	 	 	 
	 	 	 
	 	 	Affix
    Corporate Seal
	Telephone
    No. of Purchaser or Contact Person	 	(If
    Purchase is a Corporation)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Email
    Address of Purchase or Contact Person	 	 
	 	 	 



 



    	 	4	 



    	 



    




Please
complete the following section if you require the certificate(s) representing the Shares to appear in the name of an intermediary,
such as your broker or RRSP, or require that the certificates be delivered to an address other than the address shown above.


	REGISTRATION
    INSTRUCTIONS	 	DELIVERY
    INSTRUCTIONS
	 ☐ 
    Same as above, or	 	☐
     Same as above, or 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Name
    to appear on Certificate (please print)	 	Name
    and account reference if applicable
	 	 	 
	 	 	 
	 	 	 
	Account
    reference if applicable	 	Name
    of Contact Person (please print)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Address
    of Intermediary		Delivery
    Address
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



 


EXECUTED
by the Purchaser this __________ day of ____________________ ,20___





ACCEPTED
and EXECUTED by the Issuer this ___________day of ___________________, 20____


 



    	 	5	 



    	 



    




 GLOBALINK
LTD.


Per:





	 	 	 
	 	 	 
	Authorized Signatory	 	Authorized Signatory
	 	 	 
	 	 	 



 


 



    	 	6	 



    	 



    

 


GLOBALINK
LTD.


(The
“Issuer”)


 


Pursuant
to the Issuer being declared effective as a SB2 United States public company by the Securities Exchange and Commission of the
United States of America, the Issuer hereby initiates to sell its common shares to the Purchaser for the number and the price
as stated above under the form of Private Offering Exemption of Section 4(2) of the Securities Act.


 


Section
4(2) of the Securities Act exempts from registration “transactions by an issuer not involving any public offering.”
To qualify for this exemption, the purchasers of the securities must:


		•	have
                                         enough knowledge and experience in finance and business matters to evaluate the risks
                                         and merits of the investment (the “sophisticated investor”), or be able to
                                         bear the investment’s economic risk;



		•	have
                                         access to the type of information normally provided in a prospectus; and
	 	•	agree
                                         not to resell or distribute the securities to the public during the holding period of
                                         6 months.




 


The
undersigned Purchaser hereby irrevocably agrees to purchase the number of shares and at the price stated in the foregoing. The
Purchaser understands that a formal Share Certificate stipulating the number of shares will be formally issued by the Issuer's
Transfer Agent at a later date. The Purchaser further understands that the securities being offered are restricted securities
for a period of 6 months.


The
Purchaser understands that the Issuer’s mission and business plan is to complete the e-hotel booking websites and thereafter
market and expand into the internet and e-commerce related fields of the travel industry, from business to business and business
to consumers.


The
Purchaser confirms that he/it is a “sophisticated investor”, has the necessary assets and is aware and understands
the high degree of risk associated with investment into a relatively new company. The Purchaser acknowledges that it/he has had
the opportunity to ask questions of the Issuer’s executive officers, has received all information requested concerning the
Issuer and is thoroughly familiar with the Issuer, its business goal, its operations and its financial conditions.


The
Purchaser understands that no representations or warranties have been made to the Purchaser, or to its/his advisors, by the Issuer
or its officers, directors, employees or representatives with respect to the businesses of the Issuer, the financial conditions
of the Issuer, and/or the economic, tax or other aspects or consequences of the issuer in the offering of these securities. The
Purchaser acknowledges that it/he, has carefully considered the risks involved in the purchase of the securities being offered
hereby prior to subscribing for the securities.


 



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The
Purchaser further understands and the Issuer represents that the execution, delivery and performance by the Issuer of this Agreement
has been duly authorized by all required corporate actions on the part of the Issuer. The Issuer is not in violation or default
under, nor will its execution, delivery and performance of this Agreement result in a violation of or constitute a default under,
its Certificate of Incorporation or Bylaws or any material instrument of indebtedness, mortgage or security agreement, lease or
other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except such violations
or defaults which would not have a material adverse effect on its businesses or financial conditions.


 


All
parties privy to this Agreement understand and accept that photocopies of the executed Agreement shall have equal solemnity as
the original Agreement.


 


Dated
this ______ day of ______ , 20____


 


 


 


 


 




    	 	8	 



    	 



    

 


 


Exhibit
B


 


SUITABILITY
LETTER 


TO:GLOBALINK,
LTD.


I
make the following representations with the intent that they may be relied on by Globalink, Ltd. (the “Company”),
in determining my suitability as a purchaser of securities of the Company.


1.                  
I have had the opportunity to ask questions of, and receive answers and information, from the officers of the Company and I deemed
such information sufficient to make an investment decision in the Company.


2.                  
I have such knowledge and experience in business and financial matters that I am capable of evaluating the Company, its business
activities, and the risks and merits of this prospective investment, and I am not
utilizing a purchaser representative (as defined in regulation D (“Regulation D”) promulgated pursuant
to the Securities Act of 1933, as amended (the “Securities Act”)) in connection with the evaluation of such
risks and merits, except as set forth in paragraph 3.


3.                  
I shall provide a separate written statement from each purchaser representative on the Purchaser Representative Acknowledgment
Form available from the Company, in which is disclosed (i) the relationship of the purchaser representative with the Company,
if any, which has existed at any time during the previous two (2) years, and compensation received or to be received as a result
of such relationship, and (ii) the education, experience, and knowledge in financial and business matters which enables the purchaser
representative to evaluate the relative merits and risks of an investment in the Company.


4.                  
The undersigned and the purchaser representatives listed above, if any, together have such knowledge and experience in financial
and business matters that they are capable of evaluating the Company and the proposed activities thereof and the merits and risks
of this prospective investment.


5.                  
I have adequate means of providing for my current needs and possible personal contingencies and have no need in the foreseeable
future for liquidity of an investment in the Company.


6.                  
Instructions: Complete either (a) or (b) below, as applicable:


(a)                
FOR ACCREDITED INVESTORS. I confirm that I am an “accredited investor” as defined under rule 501 of Regulation
D, as checked below:


(i)                 
Any bank as defined in section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined
in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; any broker or dealer registered
pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Securities
Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in
section 2(a)(48) of that Act; any small business investment company licensed by the U. S. Small Business Administration under
section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if
such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income
Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is
either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan
has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are
accredited investors;


☐Yes☐No


(ii)               
Any private business development company as defined in section 302(a)(22) of the Investment Advisers Act of 1940;


☐Yes☐No


(iii)             
Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust,
or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;


☐Yes☐No


(iv)              
Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive
officer, or general partner of a general partner of that issuer;


☐Yes☐No


(v)               
Any natural person whose individual net worth or joint net worth with that person’s spouse, at the time of his or her purchase
exceeds $1,000,000;


☐Yes☐No


For
purposes of category (v), the term “net worth” means the excess of total assets over total liabilities. In computing
net worth for the purposes of category (v) above, the undersigned’s principal residence must be valued either at (A) cost,
including the cost of improvements, net of current encumbrances upon the property or (B) the appraised value of the property as
determined upon a written appraisal used by an institutional lender making a loan to the individual secured by the property, including
the cost of subsequent improvements, net of current encumbrances upon the property.


(vi)              
Any natural person who had an individual income in excess of $200,000 in each of the two (2) most recent years or joint income
with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the
same income level in the current year;


☐Yes☐No


In
determining income, the undersigned should add to his or her adjusted gross income any amounts attributable to tax exempt income
received, losses claimed as a limited partner in any limited partnership, deductions claimed for depletion, contributions to an
IRA or Keogh retirement plan, alimony payments, and any amount by which income from long-term capital gains has been reduced in
arriving at adjusted gross income.


(vii)            
Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered,
whose purchase is directed by a sophisticated person as described in section 230.506(b)(2)(ii); and


☐Yes☐No


(viii)          
Any entity in which all of the equity owners are accredited investors.


☐Yes☐No


(b)               
FOR NONACCREDITED INVESTORS. I am not an accredited investor.


The
following information is being provided here in lieu of furnishing a personal financial statement.


(i)                 
My net worth excluding principal residence, furnishings, and automobiles is at least __  times the total investment I intend
to make in the Company;


(ii)               
My annual disposable income, after excluding all of my personal and family living expenses and other cash requirements for current
obligations, is such that the loss of my entire investment in the Company would not materially alter my standard of living;


☐Yes☐No


(iii)             
Considering the foregoing and all other relevant factors in my financial and personal circumstances, I am able to bear the economic
risk of an investment in the Company.


☐Yes☐
No


7.                  
I have previously been advised that I would have an opportunity to review all the pertinent facts concerning the Company, and
to obtain any additional information which I might request, to the extent possible or obtainable, without unreasonable effort
and expense, in order to verify the accuracy of the information provided me.


8.                  
I have personally communicated or been offered the opportunity to communicate with executive officers of the Company to discuss
the business and financial affairs of the Company, its products and activities, and its plans for the future. I acknowledge that
if I would like to further avail myself of the opportunity to ask additional questions of the Company, the Company will make arrangements
for such an opportunity on request.


9.                  
I have been advised that no accountant or attorney engaged by the Company is acting as my representative, accountant, or attorney.


10.               
I will hold title to my interest as follows:





	 ☐
    Community Property	 	 ☐
    Separate Property
	 	 	 
	 ☐ Joint Tenants, with
    Right of Survivorship	 	 ☐ Tenants in Common
	 	 	 
	 	 	 ☐ Other (Single Person,
    Trust, etc., please indicate)
	 	 	 
	 	 	 






11.               
I am a bona fide resident of the country of  ________  The address below is my true and correct principal residence.


DATED
this ___ day of _____, 20______





	 	 	 
	Name (Please Print)	 	Name of Joint Subscriber, If Any












	 	 	 
	Signature	 	Signature
	 	 	 
	 	 	 
	 	 	 
	Street Address	 	Street Address
	 	 	 
	 	 	 
	 	 	 
	City, State, and Zip Code	 	City, State, and Zip Code



Signature
Signature


 


 



    	 	9	 



    	 



    




Exhibit
C


INVESTMENT
LETTER


GLOBALINK,
LTD.


Re:Purchase
of shares of Common Stock of Globalink, Ltd.


Gentlemen:


In
connection with the acquisition by the undersigned of shares of Common Stock of Globalink, Ltd. (the “Securities”),
the undersigned represents that the Securities are being acquired without a view to, or for, resale in connection with any distribution
of such Securities or any interest therein without registration or other compliance under the Securities Act of 1933, as amended
(the “Securities Act”), and that the undersigned has no direct or indirect participation in any such undertaking
or in the underwriting of such an undertaking.


The
undersigned understands that the Securities have not been registered, but are being acquired by reason of a specific exemption
under the Securities Act as well as under certain state statutes for transactions by an issuer not involving any public offering
and that any disposition of the subject Securities may, under certain circumstances, be inconsistent with this exemption and may
make the undersigned an “underwriter” within the meaning of the Securities Act. It is understood that the definition
of an “underwriter” focuses on the concept of “distribution” and that any subsequent disposition of the
subject Securities can only be effected in transactions which are not considered distributions. Generally, the term “distribution”
is considered synonymous with “public offering” or any other offer or sale involving general solicitation or general
advertising. Under present law, in determining whether a distribution occurs when securities are sold into the public market,
under certain circumstances one must consider the availability of public information regarding the issuer, a holding period for
the securities sufficient to assure that the persons desiring to sell the securities without registration first bear the economic
risk of their investment, and a limitation on the number of securities which the stockholder is permitted to sell and on the manner
of sale, thereby reducing the potential impact of the sale on the trading markets. These criteria are set forth specifically in
rule 144 promulgated under the Securities Act (“Rule 144”). After one (1) year from the date the Securities
are fully paid for and the subscription is accepted by the issuer, all as calculated in accordance with Rule 144(d), sales of
the Securities in reliance on Rule 144 can only be made in limited amounts in accordance with the terms and conditions of that
rule. After two (2) years from the date the Securities are fully paid for, as calculated in accordance with Rule 144(d), it can
generally be sold without meeting these conditions provided the holder is not (and has not been for the preceding three (3) months)
an affiliate of the issuer.




    	 	10	 



    	 



    

Globalink,
Ltd.


 


The
undersigned acknowledges that the Securities must be held and may not be sold, transferred, or otherwise disposed of for value
unless it is subsequently registered under the Securities Act or an exemption from such registration is available; the issuer
is under no obligation to register the Securities under the Securities Act or under section 12 of the Securities Exchange Act
of 1934, as amended, except as may be expressly agreed to by it in writing; if Rule 144 is available, and no assurance is given
that it will be, initially only routine sales of such Securities in limited amounts can be made in reliance on Rule 144 in accordance
with the terms and conditions of that rule; the issuer is under no obligation to the undersigned to make Rule 144 available, except
as may be expressly agreed to by it in writing; in the event Rule 144 is not available, compliance with regulation A promulgated
under the Securities Act or some other exemption may be required before the undersigned can sell, transfer, or otherwise dispose
of such Securities without registration under the Securities Act; the issuer’s registrar and transfer agent will maintain
a stop transfer order against the registration of transfer of the Securities; and the certificate representing the convertible
promissory notes and warrants composing the Securities will bear a legend in substantially the following form so restricting the
sale of such Securities.


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND ARE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT.
THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT.


The
issuer may refuse to register transfer of the Securities in the absence of compliance with Rule 144 unless the undersigned furnishes
the issuer with a “no-action” or interpretative letter from the Securities and Exchange Commission or an opinion of
counsel reasonably acceptable to the issuer stating that the transfer is proper; further, unless such letter or opinion states
that the Securities are free of any restrictions under the Securities Act, the issuer may refuse to transfer the Securities to
any transferee who does not furnish in writing to the issuer the same representations and agree to the same conditions with respect
to such Securities as are set forth herein. The issuer may also refuse to transfer the Securities if any circumstances are present
reasonably indicating that the transferee’s representations are not accurate.





	 	 	Very truly
    yours,
	 	 	 
	 	 	 



 





	Dated:	 	 	X
	 	 	(Subscriber)
	 	 	 
	 	 	 
	 	 	(Joint Subscriber)



 






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