Exhibit
10.3


 


STOCK
ESCROW AGREEMENT


 


This
STOCK ESCROW AGREEMENT, dated as of December 6, 2021 (this “Agreement”), by and among GLOBALINK INVESTMENT INC., a
Delaware corporation (“Company”), the initial stockholders listed on the signature pages hereto (collectively, the
“Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow
Agent”).


 


WHEREAS,
the Company has entered into an Underwriting Agreement, dated as of December 6, 2021 (“Underwriting Agreement”), with
Chardan Capital Markets LLC, acting as representative (the “Representative”) of the several underwriters named therein
(collectively, the “Underwriters”), pursuant to which, among other matters, the Underwriters have agreed to purchase
10,000,000 units (“Units”) of the Company, plus an additional 1,500,000 Units if the Underwriters exercise their over-allotment
option in full. Each Unit consists of one share of common stock, par value $0.001 per share (“Common Stock”), of the
Company, one right to receive one-tenth (1/10) of one share of Common Stock upon the consummation of an initial business combination
and one warrant entitling the holder thereof to purchase one-half (1/2) of one share of Common Stock at an exercise price of $11.50 per
share, all as more fully described in the Company’s final Prospectus, dated the day hereof (“Prospectus”),
comprising part of the Company’s Registration Statement on Form S-1 (File No. 333-261222) under the Securities Act of 1933,
as amended (“Registration Statement”), declared effective on December 6, 2021.


 


WHEREAS,
the Initial Stockholders have agreed as a condition of the sale of the Units to deposit their Insider Shares (as defined in the Prospectus),
as set forth opposite their respective names on Exhibit A attached hereto (collectively “Escrow Shares”), in
escrow as hereinafter provided.


 


WHEREAS,
the Company and the Initial Stockholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed as
hereinafter provided.


 


IT
IS AGREED:


 


1.
Appointment of Escrow Agent. The Company and the Initial Stockholders hereby appoint the Escrow Agent to act in accordance with
and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with
and subject to such terms.


 


2.
Deposit of Escrow Shares. On or prior to the date hereof, each of the Initial Stockholders delivered to the Escrow Agent certificates
representing such Initial Stockholder’s respective Escrow Shares, together with applicable share powers, to be held and disbursed
subject to the terms and conditions of this Agreement. Each of the Initial Stockholders acknowledges that the certificate representing
such Initial Stockholder’s Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement.


 


3.
Disbursement of the Escrow Shares.


 


3.1
The Escrow Agent shall hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date hereof
and (i) for 50% of the Escrow Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s
initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and
(y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends,
reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s
initial Business Combination and (ii) for the remaining 50% of the Escrow Shares, ending six months after the date of the consummation
of an initial Business Combination. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow
Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Initial Stockholder’s Escrow Shares
(and any applicable share power) to such Initial Stockholder; provided, however, that if the Escrow Agent is notified by the Company
pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall
promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, within six months after the Company
consummates an initial Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock
exchange or other similar transaction which results in all of the stockholders of such entity having the right to exchange their shares
of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman
of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent,
certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Shares
to the Initial Stockholders. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow
Shares in accordance with this Section 3.1.


 




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3.2
Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000 Units
of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Stockholders
agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Shares held by the Initial
Stockholders listed on Exhibit B determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a fraction, (x) the
numerator of which is the number of Escrow Shares held by each such holder, and (y) the denominator of which is the total number of Escrow
Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of Units purchased by the Underwriters upon the exercise
of their over-allotment option, and (ii) the denominator of which is 1,500,000. The Company shall promptly provide notice to the Escrow
Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by
the Underwriters in connection with their exercise thereof.


 


4.
Rights of Initial Stockholders in Escrow Shares.


 


4.1
Voting Rights as a Stockholder. Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as herein
provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including,
without limitation, the right to vote such shares.


 


4.2
Dividends and Other Distributions in Respect of the Escrow Shares. During the Escrow Period, all dividends payable in cash with
respect to the Escrow Shares shall be paid to the Initial Stockholders, but all dividends payable in stock or other non-cash property
(“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used
herein, the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed thereon, if any.


 


4.3
Restrictions on Transfer. During the Escrow Period, the only permitted transfers of the Escrow Shares will be (1) to the Company’s
pre-IPO stockholders or their respective affiliates or members, or to the Company’s offices, directors, advisors and employees,
(2) transfers to the Initial Stockholder’s affiliates or its members upon its liquidation, (3) to relatives and trusts for estate
planning purposes, (4) by virtue of the laws of descent and distribution upon death of the Initial Stockholder, (5) pursuant to a qualified
domestic relations order, (6) by private sales made at prices no greater than the price at which the Insider Shares were originally purchased
or (7) to the Company for the cancellation of up to 375,000 shares of Common Stock subject to forfeiture to the extent that the Underwriters’
over-allotment option is not exercised in full or in part or in connection with the consummation of the Company’s initial Business
Combination, in each case (except for clause 7 or with the Company’s prior consent) on the condition that such transfers may be
implemented only upon the respective permitted transferee’s written agreement to be bound by the terms and conditions of this Agreement
and of the Insider Letter signed by the Initial Stockholder transferring the Escrow Shares.


 


4.4
Insider Letters. Each of the Initial Stockholders has executed a letter agreement with the Company and the Representative, dated
as indicated on Exhibit C hereto, and the form of which is filed as an exhibit to the Registration Statement (“Insider
Letter”), respecting the rights and obligations of such Initial Stockholder in certain events, including but not limited to
the liquidation of the Company.


 




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5.
Concerning the Escrow Agent.


 


5.1
Good Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise
of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion
or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only
as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons.
The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement
unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the
Escrow Agent are affected, unless it shall have given its prior written consent thereto.


 


5.2
Indemnification. The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including
reasonable counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding
involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow
Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from the gross negligence or willful
misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of
any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such
notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine
ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate court or it may retain
the Escrow Shares pending receipt of a final, non-appealable order of a court having jurisdiction over all of the parties hereto directing
to whom and under what circumstances the Escrow Shares are to be disbursed and delivered. The provisions of this Section 5.2 shall survive
in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.


 


5.3
Compensation. The Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered by it hereunder.
The Escrow Agent shall also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the administration
of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all
taxes or other governmental charges.


 


5.4
Further Assurances. From time to time on and after the date hereof, the Company and the Initial Stockholders shall deliver or
cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as
the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance
herewith or to assure itself that it is protected in acting hereunder.


 


5.5
Resignation. The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving
the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become
effective at such time that the Escrow Agent shall turn over, to a successor escrow agent appointed by the Company, the Escrow Shares
held hereunder. If no new escrow agent is so appointed within the 60-day period following the giving of such notice of resignation, the
Escrow Agent may deposit the Escrow Shares with any court it reasonably deems appropriate.


 


5.6
Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested
in writing at any time by the other parties hereto, jointly; provided, however, that such resignation shall become effective only upon
acceptance of appointment by a successor escrow agent as provided in Section 5.5.


 


5.7
Liability. Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for
its own gross negligence or its own willful misconduct.


 


5.8
Waiver. The Escrow 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 Escrow 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.


 




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6.
Miscellaneous.


 


6.1
Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the
internal laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of
the substantive laws of another jurisdiction.


 


6.2
Third Party Beneficiaries. Each of the Initial Stockholders hereby acknowledges that the Representative is a third-party beneficiary
of this Agreement and this Agreement may not be modified or changed without the prior written consent of the Representative.


 


6.3
Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof
and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party to the
charged.


 


6.4
Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning
or interpretation thereof.


 


6.5
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal
representatives, successors and assigns; provided, that the Escrow Agent may not assign this Agreement without the prior written consent
of the Company.


 


6.6
Notices. Any notice or other communication required or which may be given hereunder shall be in writing and either be delivered
personally or be mailed, certified or registered mail, or by private national courier service, return receipt requested, postage prepaid,
or by e-mail as described below, and shall be deemed given when so delivered personally or by e-mail or, if mailed or sent by private
national courier service, two days after the date of mailing or the date of delivery to the private national courier service, as follows:


 


	 	If
    to the Company, to:	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

	 	 	 
	 	If to an Initial Stockholder, to such Initial Stockholder’s address set forth in Exhibit A.
	 	 	 
	 	If
    to the Escrow Agent, to:	Continental
    Stock Transfer & Trust Company
	 	 	1
State Street
	 	 	New
York, New York 10004
	 	 	


Attention:
Francis Wolf



	 	 	E-mail:
fwolf@continentalstock.com
	 	 	 
	 	A copy (which copy shall not constitute notice) sent hereunder shall be sent to:











 


























	 	 	Chardan
Capital Markets, LLC
	 	 	17
State Street, 21st Floor
	 	 	New
York, NY 10004
	 	 	Attn:
George Santana
	 	 	E-mail:
GSantana@chardan.com
	 	 	 
	 	and:	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



 




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	 	and:	Troutman
    Pepper Hamilton Sanders LLP
	 	 	5
    Park Plaza, Suite 1400

    Irvine,
    CA 92614

    Attn:
    Larry A. Cerutti, Esq.

    E-mail:
    Larry.Cerutti@troutman.com



 


The
parties hereto consent to the delivery of notices or other communication by electronic transmission at the e-mail address set forth below
the respective party’s name in this Section 6.6. To the extent that any notice given by means of electronic transmission is returned
or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected e-mail address has
been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party agrees to promptly
notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing. The parties may
change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change
in the manner provided herein for giving notice.


 


6.7
Liquidation of the Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of
the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.


 


[Signature
Page Follows]


 




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WITNESS
the execution of this Agreement as of the date first above written.


 


	ESCROW AGENT:	 	COMPANY:
	 	 	 	 	 
	CONTINENTAL STOCK TRANSFER & TRUST
    COMPANY	 	GLOBALINK
    INVESTMENT INC.
	 	 	 	 	 
	By:	/s/
    Douglas Reed	 	By:	/s/
    Say Leong Lim
	Name:	Douglas
    Reed	 	Name:	Say
    Leong Lim
	Title:	Vice
    President of Account Administration	 	Title:	Chief
    Executive Officer


 





























	INITIAL STOCKHOLDERS:	 	 
	 	 	 	 	 
	GL Sponsor LLC	 	 	                              
	 	                        	 	 	 
	By:
	/s/ Sally Lim	 	By:	/s/ Say Leong Lim

	Name:	Sally Lim	 	Name:	Say Leong Lim
	Title:	Manager	 	Title:	 
	 	 	 	 	 
	By:	/s/
    Kian Huat Lai	 	By:	/s/
    Hui Liang Wong
	Name:	Kian
Huat Lai	 	Name:	Hui
Liang Wong
	Title:	 	 	Title:	 
	 	 	 	 	 
	By:	/s/
    Cliff (Ming Hang) Chong	 	By:	/s/
    Hong Shien Beh
	Name:	Cliff
(Ming Hang) Chong	 	Name:	Hong
Shien Beh
	Title:	 	 	 	 


 


[Signature
Page to Stock Escrow Agreement]


 




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EXHIBIT
A


 


Initial
Stockholders


 





	Name and Address of Initial Stockholder	 	Number of Shares	 	 	Date of Insider Letter
	GL Sponsor LLC 
1180 Avenue of the Americas, 8 Floor 
New York, NY 10036	 	 	2,835,000	 	 	December 6, 2021
	Say Leong Lim 
1180 Avenue of the Americas, 8 Floor 
New York, NY 10036	 	 	15,000	 	 	December 6, 2021
	Cliff (Ming Hang) Chong 
1180 Avenue of the Americas, 8 Floor 
New York, NY 10036	 	 	10,000	 	 	December 6, 2021
	Hong Shien Beh 
1180 Avenue of the Americas, 8 Floor 
New York, NY 10036	 	 	5,000	 	 	December 6, 2021
	Hui Liang Wong
 1180 Avenue of the Americas, 8 Floor
 New York, NY 10036
	 	 	5,000	 	 	December 6, 2021
	Kian Huat Lai 
1180 Avenue of the Americas, 8 Floor 
New York, NY 10036	 	 	5,000	 	 	December 6, 2021



  



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EXHIBIT
B


 


Escrow
Shares Subject to Forfeiture


 


GL
Sponsor LLC – 375,000 shares


 




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EXHIBIT
C


 


Insider
Letter


 


Insider
Letter Agreement by and among the Company and the Company’s officers, directors and stockholders,
dated December 6, 2021.


 




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