20-F - ALPS - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe fiscal year ended _______________

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe transition period from to

☒ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: October 28, 2025

Commission File Number: 001-42915

AlpsGroup Inc

(Exact name of Registrant as specified in its charter)

Not applicable	Cayman Islands
(Translation<br> of Registrant’s name into English)	(Jurisdiction<br> of incorporation or organization)

UnitE-18-01 & E-18-02, Level 18, Icon Tower (East)

No.1, Jalan 1/68F, Jalan Tun Razak

50400Kuala Lumpur

WilayahPersekutuan, Malaysia

(Address of principal executive offices)

Dr.Tham Seng KongTel.: 603-2163 1113

Email:investorrelations@alpsmedical.com

UnitE-18-01 & E-18-02, Level 18, Icon Tower (East)

No.1, Jalan 1/68F, Jalan Tun Razak

50400Kuala Lumpur

WilayahPersekutuan, Malaysia

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary<br> shares, par value $0.0001 per share	ALPS	The<br> Nasdaq Stock Market LLC
Warrants,<br> each whole warrant exercisable for one-half of one ordinary share at a price of $11.50 per whole share	ALPWF	OTC<br> Markets

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report:

On October 28, 2025, the issuer had 166,400,326 ordinary shares, par value $0.0001 per share, outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☐

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large<br> accelerated filer ☐	Accelerated<br> filer ☐	Non-accelerated<br> filer ☒
		Emerging<br> growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S.<br> GAAP ☐	International<br> Financial Reporting Standards as issued by the International Accounting Standards Board ☒	Other<br> ☐

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐

TABLEOF CONTENTS

	Page
EXPLANATORY NOTE	1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	2
PART I	3
Item 1. Identity of Directors, Senior Management and Advisers	3
Item 2. Offer Statistics and Expected Timetable	3
Item 3. Key Information	4
Item 4. Information on the Company	5
Item 4A. Unresolved Staff Comments	6
Item 5. Operating and Financial Review and Prospects	6
Item 6. Directors, Senior Management and Employees	6
Item 7. Major Shareholders and Related Party Transactions	11
Item 8. Financial Information	12
Item 9. The Offer and Listing	12
Item 10. Additional Information	13
Item 11. Quantitative and Qualitative Disclosures about Market Risks	14
Item 12. Description of Securities Other than Equity Securities	14
PART II	15
PART III	16
Item 17. Financial Statements	16
Item 18. Financial Statements	16
Item 19. Exhibits	17

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EXPLANATORYNOTE

On January 30, 2024, Globalink Investment Inc. (“Globalink”) entered into a merger agreement (as amended and restated on May 20, 2024, further amended on March 6, 2025, April 18, 2025, September 27, 2025, and as may be further amended, restated or supplemented from time to time, the “Merger Agreement”), by and among Globalink, GL Sponsor LLC, a Delaware limited liability company, in the capacity as the representative from and after the effective time of the Acquisition Merger (as defined below) (the “EffectiveTime”) in accordance with the terms and conditions of the Merger Agreement (the “Parent Representative” or the “Sponsor”), Alps Global Holding Pubco, a Cayman Islands exempted company (“PubCo”), Alps Biosciences Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of PubCo (“Merger Sub”), Alps Life Sciences Inc, a Cayman Islands exempted company (“Alps Holdco”) and Dr. Tham Seng Kong, an individual, in the capacity as the representative from and after the Effective Time for the shareholders of Alps Holdco as of immediately prior to the Effective Time in accordance with the terms and conditions of the Merger Agreement (the “Seller Representative”).

Pursuant to the terms of the Merger Agreement, the Business Combination between Globalink and Alps Holdco was effected in two steps: (i) Globalink merged with and into PubCo, with PubCo remaining as the surviving publicly traded entity (the “Redomestication Merger”); and (ii) Merger Sub merged with and into Alps Holdco, resulting in Alps Holdco remaining as the surviving entity and a wholly-owned subsidiary of PubCo (the “Acquisition Merger”). Except as otherwise indicated or required by context, references in this Shell Company Report on Form 20-F (including information incorporated by reference herein, the “Report”) to “we,” “us,” “our,” “Company” or “PubCo” refer to Alps Global Holding Pubco, a Cayman Islands exempted company, and its consolidated subsidiaries. PubCo after the Business Combination is referred to in this Report, as the “CombinedCompany” or “Alps Group.”

Upon the consummation of the Business Combination on October 28, 2025, and pursuant to the Merger Agreement:

●	All<br> of the outstanding shares of Alps Holdco were cancelled in exchange for the right to receive<br> PubCo ordinary shares equal to the Conversion Ratio (as defined in the Merger Agreement).<br> The aggregate consideration for the Business Combination is US$1.6 billion, payable at the<br> Closing in the form of newly issued PubCo ordinary shares, at $10.00 per share, of US$0.0001<br> par value each (the “Merger Consideration Shares”). The Merger Consideration<br> Shares were allocated pro rata with each shareholder of Alps Holdco receiving a number of<br> PubCo ordinary shares determined in accordance with the terms of the Merger Agreement.
●	Each<br> share of Globalink common stock, par value $0.001 per share, issued and outstanding immediately<br> prior to the effective time of the Redomestication Merger (other than any redeemed shares),<br> were automatically cancelled, and PubCo issued to its holder (other than Globalink stockholders<br> who exercised their redemption rights in connection with the Business Combination) one validly<br> issued PubCo ordinary share, which was fully paid;
●	Each<br> Globalink warrant to purchase one-half (1/2) of one share of Globalink common stock issued<br> and outstanding immediately prior to effective time of the Redomestication Merger converted<br> into one warrant to purchase one-half (1/2) of one PubCo ordinary share (“PubCo warrant”) (or equivalent portion thereof). The PubCo warrants will have substantially<br> the same terms and conditions as set forth in the Globalink warrants;
●	The<br> holders of Globalink rights (convertible into one-tenth (1/10) of one share of Globalink<br> common stock) issued and outstanding immediately prior to the effective time of the Redomestication<br> Merger obtained the right to receive one-tenth (1/10) of one PubCo ordinary share (“PubCo right”) in exchange for the cancellation of each Globalink right; and
●	8,000,000<br> shares of ordinary shares the Combined Company (representing five percent (5%) of the Merger<br> Consideration Shares) were issued and held in escrow with Continental Stock Transfer &<br> Trust (“Escrow Agent”) to satisfy any indemnification obligations incurred<br> under the Merger Agreement (the “Escrow Shares”).
●	The<br> name of the Combined Company was changed to “Alps Group Inc”.

Subsequent to the execution of the Merger Agreement and as a condition and an inducement to Globalink and Alps Holdco to consummate the Business Combination, PubCo, Globalink and Alps Holdco entered into subscription agreements (collectively, the “Subscription Agreements”) with certain investors (the “PIPE Investors”) for an aggregate subscription amount of US$3,107,875 in PubCo ordinary shares in a private placement to be consummated substantially concurrently with the Closing (the “PIPE Investment”). The PIPE Investment closed immediately prior to the consummation of the transactions contemplated by the Merger Agreement. The PIPE Investors, together with certain former shareholders of Globalink also entered into the Registration Rights Agreement with Pubco pursuant to which Pubco will, among other things, file a resale shelf registration statement on behalf of the stockholders no later than 60 days after the Closing. The Amended and Restated Registration Rights Agreement will also provide certain demand registration rights and piggyback registration rights to the shareholders, subject to underwriter cutbacks and issuer blackout periods.

The Combined Company’s Ordinary Shares are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “ALPS”. The Combined Company’s Warrants are listed on the OTCID under the symbol “ALPWF.”

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CAUTIONARYNOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements provide our current expectations or forecasts of future events of the Company. Forward-looking statements include all statements other than statements of historical fact, including statements about the Company’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements. These forward-looking statements include, but are not limited to, statements relating to expectations for future financial performance, business strategies, financings and expectations for the Company’s business. Forward-looking statements may include statements preceded by, followed by or that include the words “may”, “can”, “should”, “will”, “estimate”, “plan”, “project”, “forecast”, “intend”, “expect”, “anticipate”, “believe”, “seek”, “target” or similar expressions, but not all forward-looking statements include such terms.

The forward-looking statements in this Report are based on information available as of the date of this Report and Company management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Although we believe the expectations reflected in the forward-looking statements were reasonable at the time made, they cannot guarantee future results, level of activity, volume of sales, performance or achievements. Moreover, no one assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should carefully consider the cautionary statements contained or referred to in connection with the forward-looking statements contained in this Report.

You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ include:

●	changes<br> in domestic and foreign business, market, financial, political and legal conditions;
●	inability<br> to obtain financing, equity, debt, or convertible debt financings to fund our operations on favorable terms or at all (including<br> where such inability results in additional costs being incurred, and/or additional funding not be available, under existing financing<br> arrangements);
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●	growth<br> in demand for our products and services being lower than expected, or eventuating later than expected (including but not limited<br> to delay in development, clinical trials, or commercialization of product candidates);
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●	increase<br> in prices of labor or materials, or adverse movements in foreign exchange;
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●	disruption<br> to global supply chains;
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●	downward<br> pricing pressure from customers;
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●	the<br> inability to maintain the listing of the Company’s securities on a U.S. securities exchange;
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●	the<br> failure to realize the anticipated benefits of the Business Combination and related transactions;
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●	risks<br> related to the rollout of our business strategy and the timing of expected business milestones;
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●	the<br> effects of competition on our future business and our ability to grow and manage growth, establish and maintain relationships with<br> customers, and retain management and key employees;
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●	the<br> outcome of any legal proceedings that may be instituted against us or any of our respective directors or officers;
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●	the<br> impact of any pandemic or other public health crisis, such as the COVID-19 pandemic, and governmental responses;
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●	risks<br> related to the Combined Company’s industry;
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●	changes<br> in laws and regulations;
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●	risks<br> and uncertainties related to being based in and having substantially all operations in Malaysia; and
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●	other<br> risks and uncertainties described in the section of this Report entitled “Risk Factors.”
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PARTI

ITEM1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A.	Directors and Senior Management

The directors and executive officers of the Combined Company upon the consummation of the Business Combination are set forth in the Form F-4, in the section titled “Directors and Executive Officers of the Combined Company” which is incorporated herein by reference.

The business address for each of the directors and executive officers of the Combined Company is Unit E-18-01 & E-18-02, Level 18, Icon Tower (East), No. 1, Jalan 1/68F, Jalan Tun Razak, 50400 Kuala Lumpur, Wilayah Persekutuan, Malaysia.

B.	Advisers

Hunter Taubman Fischer & Li LLC represented Globalink as U.S. securities counsel in connection with the Business Combination. The address of Hunter Taubman Fischer & Li LLC is 950 Third Avenue, 19th Floor, New York, NY 10022.

Ogier represented Globalink and Merger Sub on matters relating to Cayman Islands law. The address of Ogier is 89 Nexus Way, Camana Bay, Grand Cayman, Cayman Islands.

The Law Offices of Jenny Chen-Drake represented Alps Holdco, Pubco and Merger Sub in connection with the Business Combination. The address of the Law Offices of Jenny Chen-Drake is 1441 New Highway 96 West, Suite 2, #123, Franklin, Tennessee 37064.

Darryl, Edward & Co. represented Alps Global Holding Berhad on matters relating to Malaysian law and will be the Combined Company’s Malaysian legal counsel following the Business Combination. The address of Darryl, Edward & Co. is D-35-03, Menara Suezcap 1, KL Gateway, 59200 Kuala Lumpur.

Ogier has represented has Pubco and Alps Holdco on matters of Cayman Islands law. The address of Ogier is 11th Floor, Central Tower, 28 Queen’s Road Central, Central, Hong Kong.

C.	Auditors

Marcum LLP has acted as the independent registered public accounting firm for Globalink. The address of Marcum LLP is 750 3rd. Avenue, Floor 11, New York NY 10017.

UHY Malaysia PLT acted as the independent registered public accounting firm of PubCo for the financial period May 14, 2024 (date of incorporation) to August 31, 2024, and will be the Combined Company’s independent registered public accounting firm following the Business Combination.

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UHY Malaysia PLT also acted as the independent registered public accounting firm of Alps Holdco for the financial period April 11, 2024 (date of incorporation) to May 31, 2024, and will be the Combined Company’s independent registered public accounting firm following the Business Combination.

UHY Malaysia PLT acted as the independent registered public accounting firm of Alps Global Holding Berhad and its subsidiaries, for its consolidated financial statements as of and for the fiscal years ended March 31, 2024 and 2023. The address of UHY Malaysia PLT is Suite 11.05, Level 11, The Gardens South Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur.

ITEM2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM3. KEY INFORMATION

A.	[Reserved]
B.	Capitalization and Indebtedness
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The following table sets forth, on the basis of generally accepted accounting principles in the United States, our consolidated capitalization and indebtedness on an unaudited pro forma combined basis as of March 31, 2025, after giving effect to the Business Combination.

As of March 31, 2025 (pro forma)
Cash and cash equivalents
Total equity		)
Debt:
Non-current debt
Current debt
Total indebtedness
Total capitalization

All values are in US Dollars.

For more information, see the unaudited pro forma condensed combined financial information of the Combined Company contained in Exhibit 99.3 to this Report.

C.	Reasons for the Offer and Use of Proceeds

Not applicable.

D.	Risk Factors

The risk factors associated with the Company are described in the Form F-4 in the section titled “Risk Factors,” which is incorporated herein by reference.

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ITEM4. INFORMATION ON THE COMPANY

A.	History and Development of the Company

The legal name of the Company is Alps Group Inc. The Company was incorporated as an exempted company under the laws of Cayman Islands on May 14, 2024, for the purpose of completing the Business Combination. After the Business Combination, the business of Alps Life Sciences Inc, Alps Global Holding Berhad and its subsidiaries prior to the consummation of the Business Combination became the business of Alps Group Inc following the consummation of the Business Combination. The history and development of the Company and the material terms of the Business Combination are described in the Proxy Statement in the sections titled “Summary of the Proxy Statement/Prospectus,” “Proposal No. 2 — The Acquisition Merger Proposal,” “Information About Alps,” “Management’sDiscussion and Analysis of Financial Condition and Results of Operations of Alps,” and “Description of Pubco’sSecurities,” which are incorporated herein by reference. See “Explanatory Note” in this Report for additional information regarding the Company and the Business Combination. Certain information about the Company is set forth in “Item4.B — Business Overview” and is incorporated herein by reference.

The Company’s registered office is c/o Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands, and the Company’s principal executive office is Unit E-18-01 & E-18-02, Level 18, Icon Tower (East), No. 1, Jalan 1/68F,Jalan Tun Razak, 50400 Kuala Lumpur, Wilayah Persekutuan, Malaysia. The Company’s principal website address is https://alps-holdings.com. We do not incorporate the information contained on, or accessible through, the Company’s websites into this Report, and you should not consider it a part of this Report. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website is www.sec.gov.

B.	Business Overview

Following and as a result of the Business Combination, all business of the Combined Company is conducted through its subsidiaries. A description of the business is included in the Proxy Statement in the sections titled “Information About Alps” and “Management’sDiscussion and Analysis of Financial Condition and Results of Operations of Alps,” which are incorporated herein by reference.

C.	Organizational Structure

Following the consummation of the Business Combination, (i) Globalink merged with and into PubCo, with PubCo remaining as the surviving publicly traded entity (the “Redomestication Merger”); and (ii) Merger Sub merged with and into Alps Holdco, resulting in Alps Holdco remaining as the surviving entity and a wholly-owned subsidiary of PubCo (the “Acquisition Merger”). PubCo after the Business Combination is referred to in this Shell Company Report on Form 20-F (this “Report”), as the “CombinedCompany.”

The ownership percentages above reflect the final shareholder structure of the Company immediately post-business combination closing.

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Information regarding the Company’s property and equipment is described in the Proxy Statement in the section titled “InformationAbout Alps” in the subsections titled “— Our Research and Development,” “— Our Pipeline,” “Description of Properties,” and “cGMP Facility” which are incorporated herein by reference.

ITEM4A. UNRESOLVED STAFF COMMENTS

None.

ITEM5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The discussion and analysis of the financial condition and results of operation of the Alps Life Sciences Inc, Alps Global Holding Berhadand its subsidiaries for the fiscal years ended March 31, 2025 and 2024, are included in the Proxy Statement in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is incorporated herein by reference.

ITEM6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.	Directors and Senior Management.

The following table sets forth certain information relating to the executive officers and directors of the Combined Company as of the date of this Report.

CombinedCompany

Name	Age	Position
Dr.<br> THAM Seng Kong	55	Director;<br> Chief Executive Officer and Interim Chief Financial Officer
CHEW<br> Yoke Ling	53	Director
LOW<br> Wei Sim	30	Chief<br> Operating Officer
Professor<br> Manickam RAVICHANDRAN	57	Chief<br> Scientific Officer
Professor<br> POH Chit Laa	73	Chief<br> Vaccine Development Officer
Tan<br> Sri Dato’ Seri Dr. Suleiman bin MOHAMED	76	Independent<br> Director
CHUA<br> Boon Ping	40	Independent<br> Director
Intan<br> Ilyani binti Ghazali	45	Independent<br> Director

AlpsHoldco

Name	Age	Position
Dr.<br> THAM Seng Kong	55	Director;<br> Chief Executive Officer and Interim Chief Financial Officer
CHEW<br> Yoke Ling	53	Director
LOW<br> Wei Sim	29	Chief<br> Operating Officer
Professor<br> Manickam RAVICHANDRAN	57	Chief<br> Scientific Officer
Professor<br> POH Chit Laa	73	Chief<br> Vaccine Development Officer
Tan<br> Sri Dato’ Seri Dr. Suleiman bin MOHAMED	76	Independent<br> Director
CHUA<br> Boon Ping	40	Independent<br> Director
Intan<br> Ilyani binti Ghazali	45	Independent<br> Director

Alps is in the process of evaluating and seeking suitable candidates to serve as the Chief Financial Officer of the Combined Company. In the interim, the board of directors has appointed Dr. THAM Seng Kong to serve as the Interim Chief Financial Officer.

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Dr.THAM Seng Kong serves as Managing Director on the Combined Company’s board of director. Dr. Tham has served as Alps’ Managing Director, Group Chief Executive Officer and Group Chief Research Scientist since its inception. Dr. Tham is a veteran in the field of life sciences, with a focus in the field of Cellular Therapy. He is an established member of the Malaysian Society for Stem Cell Research & Therapy and the Malaysia Association for Cell Therapy. He has been involved in ongoing extensive research on anti-aging cellular therapy since 2006. Dr. Tham also actively participates in cancer research. Dr. Tham obtained his Bachelor of Medicine from Xiamen University in 1994, and Masters of Business Administration from the Business Institute of Pennsylvania in 2012. Dr. Tham obtained his Ph.D. in Integrated Chinese Medicine & Western Clinical Medicine (Oncology) from Guangzhou University of Chinese Medicine (GUCM) in 2017. Dr. Tham will bring to the board his deep expertise in the field of life sciences and cellular therapy.

CHEWYoke Ling serves as a Director on the Combined Company’s board of director. She has served as a Director of Alps since 2017. With a background in the beauty industry, Ms. Chew has leveraged her expertise to drive strategic initiatives within our organization. In her role as a marketing director, Ms. Chew oversees sales and marketing activities for Alps’ products and services. Her responsibilities extend to the planning and coordination of Alps medical tourism efforts, catering to both local and international clients. She obtained a Diploma in Marketing from Stamford Group of Colleges, in 1992, and a Diploma in Secretarial Studies from RIMA College, in 1990. Ms. Chew will bring to the board her expertise and knowledge in marketing and medical tourism

LowWei Sim (Amanda) serves as the Chief Operating Officer of the Combined Company. Ms. Amanda has been appointed as our Deputy Chief Operating Officer from April 1, 2024. Prior to this role, she held a senior executive position within the same company. Since December 1, 2018, Ms. Amanda has served as a director at Aiiot Technologies Sdn. Bhd., which specializes in information system development and supporting services ancillary to the Internet of Things (IoT). Additionally, she also serves as the executive director in Alps Globemedic Sdn. Bhd., a company dedicated to healthcare business developments, since November 2018. Amanda obtained her Bachelor of Science (BSc) Hons. in Business Studies from Sunway University, Malaysia in 2018. Ms. Low will bring to the board her expertise in healthcare and wellness operations.

ProfessorManickam RAVICHANDRAN serves as the Combined Company’s Chief Scientific Officer. Professor Ravichandran has been Alps’ Chief Scientific Officer since December 1, 2022. He is responsible for overseeing the scientific and research-related activities. He also serves as the Dean of the Faculty of Applied Sciences at AIMST University, and previously served as the Vice-Chancellor of AIMST University, Malaysia. Professor Ravichandran received his Bachelor of Science in Botany from Madurai Kamaraj University, India in 1988. He obtained his M.Sc. in Medical Microbiology from Christian Medical College, Vellore in 1991, and gained his Ph.D. in Biotechnology from Anna University, Chennai, India in 1977. Professor Ravichandran also contributes to the academic community as an Editorial Board Member of the Tropical Biomedicine Journal, a position he has held since July 7, 2020. Professor Ravichandran’s academic and research excellence has been recognized with 44 national and international awards, including honors from prestigious exhibitions such as IENA in Nuremberg, Germany, and the International Exhibition of Inventions in Geneva. He has also been awarded the Anugerah Inovasi Negara in Malaysia. As an associate member and committee member of ‘Top Research Scientists Malaysia’ at the Academy of Sciences Malaysia. Professor Ravichandran will bring to the board his deep knowledge and expertise in scientific and research related activities.

ProfessorPOH Chit Laa serves as the Combined Company’s Chief Vaccine Development Officer. Professor Poh is Alps’ Chief Vaccine Development Officer since 2024. Professor Poh has a prestigious career in higher education, focusing on medical microbiology, bacteriology, and biotechnology. She has served as distinguished professor and Head of the Centre for Virus and Vaccine Research at Sunway University from 2011 to 2024. Professor Poh held numerous academic positions, including Professor of Environmental Biotechnology at Swinburne University of Technology (Australia) from 2007 to 2009, and Professor of Biomedical Science at Curtin University of Technology (Australia) from 2005 to 2006. Earlier in her career, Professor Poh was an Associate Professor at the National University of Singapore from 1982 to 2007. Professor Poh obtained a Bachelor of Science (BSc) with First Class Honors in 1975, and a Ph.D. in Medical Microbiology and Bacteriology from Monash University, Australia in 1980. Additionally, Professor Poh contributes to the academic community as a member of the Editorial Committee of the Journal of Bioscience and Bioengineering, published by the Society for Biotechnology in Japan, a role she has held since 2023. Professor Poh will bring to the board her expertise and knowledge in medical microbiology, bacteriology and biotechnology.

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Non-Executiveand Independent Directors

TanSri Dato’ Seri Dr. Suleiman bin Mohamed serves as an independent director after the Business Combination. Tan Sri Suleiman has had a distinguished career in journalism, government, and education. Since 2009, he has been the founder and Chairman of Koperasi Khazanah Suria (KL) Berhad, a company focused on business consulting and promoting financial literacy, education, and planning for its members. From 2012 to 2016, he served as the Chairman of UNITAR International University. Tan Sri Suleiman was elected as a Member of the Parliament of Malaysia for four consecutive terms from 1986 to 2004. During his tenure, he held several significant positions, Deputy Minister of Health from 1999 to 2004, Deputy Minister of Information from 1995 to 1999, and Deputy Minister of the Prime Minister’s Department from 1987 to 1995. Tan Sri Suleiman holds a Doctorate in Philosophy in Malay Literature Studies from Universiti Kebangsaan Malaysia. He obtained a Doctorate in Journalism and a Bachelor’s Degree in Communication Science from Universitas Negeri Padjadjaran, Bandung, Indonesia. Tan Sri Suleiman will bring to the board his deep experience and knowledge of Malaysia’s governmental policies and structure in the healthcare field.

ChuaBoon Ping serves as an independent director after the Business Combination. Mr. Chua possesses over 18 years of experience in internal auditing, risk management, internal controls, sustainability reporting and corporate governance. Since August 2021, he has served as Head of Risk Management and Internal Audit at Kossan Rubber Industries Bhd, overseeing the company’s risk assessment activities, internal audit functions, sustainability-related matters and regulatory compliance matters. From November 2014 to July 2021, he was with AYS Ventures Berhad where he held various senior roles and responsibilities in overall corporate matters, including corporate governance, strategic planning, sustainability reporting, risk management, internal audits, ISO and regulatory compliances. Mr. Chua began his career as a Business Analyst with Deloitte Enterprise Risk Services Sdn Bhd and subsequently held internal audit roles in several public listed companies in Malaysia across diverse sectors including trading and manufacturing, leisure and hospitality, milling, healthcare, construction, and property development. Mr. Chua holds a Bachelor’s Degree in Accounting (with Honours) from the University of Hertfordshire, United Kingdom, in 2005. He is a Chartered Accountant registered with the Malaysian Institute of Accountants (C.A.(M)), a Fellow of the Association of Chartered Certified Accountants (FCCA), and a Professional Member of The Institute of Internal Auditors Malaysia (CMIIA). Mr. Chua brings to the board his expertise in internal auditing, internal controls, risk management, sustainability and corporate governance.

IntanIlyani binti Ghazali serves as an independent director of the Combined Company after the Business Combination. Ms. Intan has extensive experience in strategic partnerships, branding, and stakeholder management. Since August 2024, she has served as Vice President of Retail & eCommerce at Shui Xing Group Ventures. From July 2021 to July 2024, Ms. Intan was the Head of Strategic Partnership & Branding at JLand Group, where she managed partnerships with companies including Petronas Gentari and Mitsui. Previously, she held roles at Maybank Group, including Special Officer to the Chairman from 2008 to 2014 and Executive, Corporate Services & Legal from 2006 to 2008. Ms. Intan also founded Face & Co, a skincare brand, and managed it from 2017 to 2020. Ms. Intan holds a Master of Business Administration from the University of Technology, Malaysia, awarded in 2023, and a Diploma in Executive Secretaryship from MARA University of Technology, Malaysia, awarded in 2000. She brings expertise in partnership development and branding to the board.

Committeesof the Board of the Directors

The Combined Company’s board of directors has an audit committee, compensation committee and nominating and corporate governance committee. All of the committees comply with all applicable requirements of the Sarbanes-Oxley Act, Nasdaq and SEC rules and regulations as further described below. The responsibilities of each of the committees of the Combined Company’s board of directors are described below. Each member of these committees is appointed by the Combined Company’s board of directors and will serve for such term or terms as the board may determine or until such member’s earlier resignation or death.

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AuditCommittee

The Combined Company is required to maintain an audit committee consisting of at least three independent directors in accordance with the Nasdaq listing standards and applicable SEC rules. The audit committee is composed of three independent directors: Mr. Chua Boon Ping (chair), Tan Sri Dato’ Seri Dr. Suleiman bin Mohamed, and Ms. Intan Ilyani binti Ghazali. The parties have determined that Mr. Chua Boon Ping qualifies as the “audit committee financial expert” under Nasdaq listing standards and under Rule 10-A-3(b)(1) under the Exchange Act.

The audit committee’s role is to compile the necessary audit committee report for the SEC to be included in PubCo’s proxy statements and to support the Combined Company’s board of directors in supervising (1) the integrity of the financial reports, (2) adherence to legal and statutory obligations, (3) the qualifications and autonomy of Alps’ independent accountants, (4) the internal audit function’s efficacy, and (5) the performance of the independent accounting firm engaged by the Combined Company.

CompensationCommittee

The Combined Company maintains a compensation committee composed of Tan Sri Dato’ Seri Dr. Suleiman bin Mohamed (chair), Ms. Intan Ilyani binti Ghazali, and Mr. Chua Boon Ping. The Combined Company’s board of directors has determined that each proposed member of PubCo’s remuneration committee is independent under the Nasdaq listing standards and applicable SEC rules, including the additional independence requirements applicable to the members of a remuneration committee.

The Combined Company’s board of directors has adopted a charter setting forth the responsibilities of the committee, which are consistent with the Nasdaq listing standards and applicable SEC rules, and include among others:

●	recommending<br>to the Combined Company’s board of directors for its approval a compensation policy in accordance with the requirements of Cayman<br>Islands law as well as other compensation policies, incentive-based compensation plans and equity-based compensation plans, and overseeing<br>the development and implementation of such policies and recommending to Combined Company’s board of directors any amendments or<br>modifications the committee deems appropriate, including as required under Cayman Islands law;
●	implementing<br>and administering our incentive compensation equity-based remuneration plans;
●	assisting<br>management in complying with the proxy statement and annual report disclosure requirements;
●	approving<br>all special perquisites, special cash payments and other special compensation and benefit arrangements for the officers and employees;
●	if<br>required, producing a report on executive compensation to be included in the annual proxy statement; and
●	reviewing,<br> evaluating and recommending changes, if appropriate, to the remuneration for directors.

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NominationCommittee

The Combined Company maintains a nominating and corporate governance committee composed of Ms. Intan Ilyani binti Ghazali (chair), Tan Sri Dato’ Seri Dr. Suleiman bin Mohamed, and Mr. Chua Boon Ping. The primary purposes of the nominating and corporate governance committee are to (A) (i) identify individuals qualified to serve on the board of directors, consistent with criteria approved by the board of directors, (ii) recommend that the board of directors approve a slate of director nominees for election by the shareholders of the Company at the annual meeting of the shareholders of the Company and (iii) recommend director nominees in the event of a vacancy on the board of directors, (B) (i) develop and recommend to the board of directors a set of corporate governance policies and principles to be applicable to the Company and (ii) periodically re-evaluate such policies and guidelines for the purpose of recommending amendments to them if appropriate, (C) oversee an annual evaluation of the board of directors, each of the committees of the board of directors, and management of the Company, (D) review certain related party transactions and procedures for evaluating and approving such transactions, (E) (i) review the stock ownership guidelines applicable to each of the directors, the Chief Executive Officer and each other individual identified as an executive officer of the Company, (ii) determine compliance with such guidelines at least annually, (iii) review such guidelines annually, and (iv) recommend any necessary changes to the board of directors, and (F) perform such other duties and responsibilities as may be delegated to it from time to time by the board of directors.

B.	Compensation

Information pertaining to the compensation of the directors and executive officers of the Combined Company is set forth in the Proxy Statement, in the section titled “Executive Compensation,” “Directors and Officers of the Combined Company — Compensationof Directors and Executive Officers,” and “Directors and Officers of the Combined Company — Employment Agreementsand Indemnification Agreements,” which are incorporated herein by reference.

Following the Business Combination, the Combined Company has entered into employment agreements with each of its executive officers. Each such agreement supersedes any prior employment arrangement with the respective officer. Under the employment agreements, each officer is entitled to receive a base annual salary, the amount of which is determined by the board of directors of the Combined Company (the “Board”), and reimbursement for reasonable, pre-approved travel and other business-related expenses incurred in the performance of duties. Employment under each agreement is at will and continues until either party provides at least sixty (60) days’ prior written notice of its intention to terminate the employment relationship. If an officer’s employment is terminated by the Combined Company without “cause” or by the officer for “just cause,” the officer will be entitled to receive (i) accrued but unpaid base salary through the termination date; (ii) reimbursement for any unreimbursed pre-approved reasonable business expenses incurred through the termination date; (iii) accrued but unused annual leave days; (iv) all other payments or benefits to which she shall be entitled as of the termination date under the terms of any applicable compensation arrangement or benefit, equity, or fringe benefit plan or program or grant; and (v) in lieu of benefits under any severance plan or policy of the Combined Company, any such amount as may be agreed between the parties. The foregoing description of the form of Employment Agreement is qualified in its entirety by the terms of the Employment Agreement attached hereto and incorporated herein as Exhibit 4.20.

Following the Business Combination, the Combined Company has entered into Director Retainer Agreements with each of its independent directors. Pursuant to the terms of such agreements, the independent directors serve as independent contractors and not as employees of the Combined Company. Each independent director is entitled to a monthly cash retainer, the amount of which is determined by the Board and, and to reimbursement for reasonable out-of-pocket expenses incurred in connection with the performance of Board duties, subject to the Company’s prior written approval. The foregoing description of the form of Director Retainer Agreement is qualified in its entirety by the terms of the Director Retainer Agreement attached hereto and incorporated herein as Exhibit 4.28.

C.	Board Practices

Information pertaining to the Company’s board practices is set forth in the Proxy Statement, in the section titled ““ExecutiveCompensation,” “Directors and Officers of the Combined Company” in the subsections titled “— Board of Directors,” “— Committees of the Board of Directors,” and “— Code of BusinessConduct and Ethics” which are incorporated herein by reference.

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Information pertaining to the Company’s employees is set forth in the Proxy Statement, in the section titled “Information About Alps—Employees,” which is incorporated herein by reference.

E.	Share Ownership

Ownership of the Company’s Ordinary Shares by its directors and executive officers upon the consummation of the Business Combination is set forth in Item 7.A of this Report.

F.	Disclosure of Registrant’s Action to Recover ErroneouslyAwarded Compensation

Not applicable.

ITEM7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.	Major Shareholders.

The following table sets forth information regarding the beneficial ownership of Ordinary Shares as of October 28, 2025 by:

●	each<br> person known by us to be the beneficial owner of more than 5% of Ordinary Shares;
●	each<br> of our directors and executive officers; and
●	all<br> our directors and executive officers as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if that person possesses sole or shared voting or investment power over that security. A person is also deemed to be a beneficial owner of securities that the person has a right to acquire within 60 days including, without limitation, through the exercise of any option, warrant or other right or the conversion of any other security. Such securities, however, are deemed to be outstanding only for the purpose of computing the percentage beneficial ownership of that person but are not deemed to be outstanding for the purpose of computing the percentage beneficial ownership of any other person. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities.

The calculations of the percentage of beneficial ownership are based on 166,400,326 Ordinary Shares issued and outstanding, as of October 28, 2025.

Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them.

Nameand Address of Beneficial Owners	Number of<br> <br>Shares<br> <br>(All Classes)<br> <br>(#)
Executive Officers and Directors(1):
Dr. Tham Seng Kong		77,144,380	46.36	%	46.36	%
Chew Yoke Ling		6,882,720	4.13	%	4.13	%
Low Wei Sim		821,083	*		*
Professor Manickam Ravichandran		20,000	*		*
Professor Poh Chit Laa		2,000	*		*
Tan Sri Dato’ Seri Dr. Suleiman bin Mohamed		-	-		-
Chua Boon Ping		149,771	*		*
Intan Ilyani binti Ghazali		10,000	*		*
All Directors and Executive Officers as a Group (8 Individuals)		84,724,445	50.90	%	50.90	%
Greater than 5% Holders:
Dr. Tham Seng Kong		77,144,380	46.36	%	46.36	%
Lim Kuang Sia		17,171,873	10.32	%	10.32	%
Crystal Propel Sdn. Bhd.		15,750,454	9.46	%	9.46	%
*	Less<br> than 1%.
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(1)	Unless<br> otherwise noted, the business address of each shareholder is Unit E-18-01 & E-18-02, Level 18, Icon Tower (East), No. 1, Jalan<br> 1/68F, Jalan Tun Razak, 50400 Kuala Lumpur, Wilayah Persekutuan, Malaysia.

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Information pertaining to the Company’s related party transactions is set forth in the Proxy Statement in the section titled “CertainRelationships and Related Person Transactions – Certain Relationships and Transactions of Alps,” which is incorporated herein by reference.

C.	Interests of Experts and Counsel

None.

ITEM8. FINANCIAL INFORMATION

A.	Consolidated Statements and Other Financial Information

FinancialStatements

See Item 18 of Part III of this Report.

LegalProceedings

Legal or arbitration proceedings are described in the Proxy Statement in the section titled “Information About Alps — LegalProceedings,” which is incorporated herein by reference.

DividendPolicy

The Company’s policy on dividend distributions is described in the Proxy Statement in the sections titled “Trading Marketand Dividends – Dividend Policy,” “Risk Factors - Because there are no current plans to pay cash dividendson the PubCo ordinary shares for the foreseeable future, you may not receive any return on investment unless you sell your PubCo ordinaryshares at a price greater than what you paid for it.” “Material U.S. Federal Income Tax Consequences – U.S.Federal Income Tax Consequences of Ownership and Disposition of Pubco,” “Description of Pubco Securities,” which are incorporated herein by reference.

B.	Significant Changes

Not applicable.

ITEM9. THE OFFER AND LISTING

A.	Offer and Listing Details

The Combined Company’s Ordinary Shares are listed on Nasdaq under the symbol “ALPS”. The Combined Company’s Warrants are listed on the OTCID under the symbol “ALPWF”. Holders of the Combined Company’s Ordinary Shares and Warrants should obtain current market quotations for their securities.

B.	Plan of Distribution

Not applicable.

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The Combined Company’s Ordinary Shares are listed on Nasdaq under the symbol “ALPS”. The Combined Company’s Warrants are listed on the OTCID under the symbol “ALPWF”

D.	Selling Shareholders

Not applicable.

E.	Dilution

Not applicable.

F.	Expenses of the Issue

Not applicable.

ITEM10. ADDITIONAL INFORMATION

A.	Share Capital

The Company’s authorized share capital is US$50,000 divided into 500,000,000 shares comprising (i) 495,000,000 PubCo ordinary shares of US$0.0001 par value each, and (ii) 5,000,000 PubCo preferred shares of US$0.0001 par value each. As of October 28, 2025, subsequent to the Closing, 166,400,326 Ordinary Shares were issued and outstanding.

B.	Memorandum and Articles of Association

The Amended and Restated Memorandum and Articles of Association of the Company (“Company Charter”) effective as of October 27, 2025 are filed as part of this Report.

The description of the Company Charter is contained in the Proxy Statement in the sections titled “Proposal 2: The Acquisition Merger-Proposal,” “Comparison of Corporate Governance and Stockholders’ / Shareholders’ Rights,” and “Description of Pubco’s Securities,” which are incorporated herein by reference.

C.	Material Contracts

MaterialContracts Relating to the Business Combination

BusinessCombination Agreement

The description of the Business Combination Agreement in the Proxy Statement in the sections titled “The Redomestication MergerProposal (Proposal 1)” and “The Acquisition Merger Proposal (Proposal 2)” are incorporated herein by reference.

RelatedAgreements

The description of the material provisions of certain additional agreements entered into pursuant to the Business Combination Agreement in the Proxy Statement in the section titled “The Acquisition Merger Proposal (Proposal 2)” — Certain RelatedAgreements” is incorporated herein by reference.

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There are no governmental laws, decrees, regulations or other legislation in the Cayman Islands that may affect the import or export of capital, including the availability of cash and cash equivalents for use by the Company, or that may affect the remittance of dividends, interest, or other payments by the Company to non-resident holders of its Ordinary Shares. There is no limitation imposed by the laws of the Cayman Islands or in the Company Charter on the right of non-residents to hold or vote shares.

E.	Taxation

Information pertaining to tax considerations is set forth in the Proxy Statement in the section titled “Material U.S. Federal Income TaxConsiderations” which is incorporated herein by reference.

F.	Dividends and Paying Agents

The Company’s policy on dividend distributions is described in the Proxy Statement in the sections titled “Trading Marketand Dividends – Dividend Policy,” “Risk Factors - Because there are no current plans to pay cash dividendson the PubCo ordinary shares for the foreseeable future, you may not receive any return on investment unless you sell your PubCo ordinaryshares at a price greater than what you paid for it.” “Material U.S. Federal Income Tax Consequences – U.S. Federal Income Tax Consequences of Ownership and Disposition of Pubco,” “Description of Pubco Securities,” which are incorporated herein by reference. The Company has not identified a paying agent.

G.	Statement by Experts

The financial statements of PubCo for the financial period May 14, 2024 (date of incorporation) to March 31, 2025, included in the Proxy Statement were audited by UHY Malaysia PLT, an independent registered public accounting firm as stated in their report appearing herein. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of Alps Holdco and its subsidiaries as of March 31, 2025, and 2024, included in the Proxy Statement were audited by UHY Malaysia PLT, an independent registered public accounting firm as stated in their report appearing herein. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

H.	Documents on Display

We are subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. We will also furnish to the SEC, on Form 6-K, unaudited financial information on a bi-annual basis. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with the SEC.

I.	Subsidiary Information

Not applicable.

J.	Annual Report to Security Holders

Not applicable.

ITEM11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information on market risk is set forth in the Proxy Statement in the section titled “Management’s Discussion and Analysisof Financial Condition and Results of Operation of Alps — Quantitative and Qualitative Disclosures about Market Risk,” which is incorporated herein by reference.

ITEM12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.

Not applicable.

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PARTII

Not applicable.

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PARTIII

ITEM17. FINANCIAL STATEMENTS

Not applicable.

ITEM18. FINANCIAL STATEMENTS

The unaudited pro forma condensed combined financial information of PubCo as of and for the year ended March 31, 2025, contained in Exhibit 99.1 to this Report is incorporated herein by reference.

The audited financial statements of PubCo for the financial period May 14, 2024 (date of incorporation) to August 31, 2024, contained in the Proxy Statement filed on September 17, 2025, are incorporated herein by reference.

The consolidated audited financial statements of Alps Holdco and its subsidiaries as of and for the years ended March 31, 2025, and 2024, contained in the Proxy Statement filed on September 17, 2025, are incorporated herein by reference.

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ITEM19. EXHIBITS

EXHIBITINDEX

EXHIBIT NUMBER	DESCRIPTION
1.1*	Amended and Restated Memorandum and Articles of Association
2.1	Amended and Restated Merger Agreement dated as of May 20, 2024 by and among Alps Global Holding Pubco, Alps Life Sciences Inc, Globalink Investment Inc., and certain other parties (incorporated by reference to Annex A to Amendment No. 8 to the Registration Statement on Form F-4 (File No. 333-284035) filed with the Securities and Exchange Commission on September 8, 2025)
2.2	First Amendment to the Merger Agreement, dated as of March 6, 2025, by and among Alps Life Sciences Inc, Globalink Investment Inc., GL Sponsor LLC and Dr. Tham Seng Kong (incorporated by reference to Annex A-2 to Amendment No. 8 to the Registration Statement on Form F-4 (File No. 333-284035), as amended, filed with the Securities and Exchange Commission on September 8, 2025)
2.3	Second Amendment to the Merger Agreement, dated as of April 18, 2025, by and among Alps Life Sciences Inc, Globalink Investment Inc., GL Sponsor LLC and Dr. Tham Seng Kong (incorporated by reference to Annex A-3 to Amendment No. 8 to the Registration Statement on Form F-4 (File No. 333-284035), as amended, filed with the Securities and Exchange Commission on September 8, 2025)
2.4	Third Amendment to the Merger Agreement, dated as of September 27, 2025, by and among Alps Life Sciences Inc, Globalink Investment Inc., GL Sponsor LLC and Dr. Tham Seng Kong (incorporated by reference to Exhibit 2.1 to the prospectus filed pursuant to Rule 425 (File No. 333-284035), filed with the Securities and Exchange Commission on September 8, 2025)
3.1*	Amended and Restated Registration Rights Agreement, dated as of October 10, 2025, by and among Alps Global Holding Pubco, GL Sponsor LLC, Alps Life Sciences Inc. and certain shareholders
4.1*	Form of Assignment, Assumption and Amendment to Warrant Agreement
4.1	Patent License Agreement dated March 3, 2024, by and among Alps Global Holding Berhad and Tham Seng Kong (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form F-4 (File No. 333-284035) filed with the Securities and Exchange Commission on December 23, 2024)
4.2	Patent License Agreement dated March 3, 2024, by and among Alps Global Holding Berhad and Ding KeXiang (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form F-4 (File No. 333-284035) filed with the Securities and Exchange Commission on December 23, 2024)
4.3	Patent License Agreement dated March 3, 2024, by and among Alps Global Holding Berhad and Yang Yong Peng (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form F-4 (File No. 333-284035) filed with the Securities and Exchange Commission on December 23, 2024)
4.4	Patent License Agreement dated March 3, 2024, by and among Alps Global Holding Berhad and Ding Yu (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form F-4 (File No. 333-284035) filed with the Securities and Exchange Commission on December 23, 2024)
4.5	Licensing and Commercialization Agreement dated September 12, 2023, by and among Universiti Sains Malaysia and Vax Biotech Sdn. Bhd. (incorporated by reference to Exhibit 10.19 to the Registration Statement on Form F-4 (File No. 333-284035) filed with the Securities and Exchange Commission on December 23, 2024)
4.6	Lease Agreement dated March 31, 2021, by and among Alps Global Holding Berhad and Celestialab Sdn. Bhd. (incorporated by reference to Exhibit 10.20 to the Registration Statement on Form F-4 (File No. 333-284035) filed with the Securities and Exchange Commission on December 23, 2024)
4.7	Memorandum of Understanding dated March 19, 2024, by and among Alps Global Holding Berhad and JLand Group Sdn. Bhd. (incorporated by reference to Exhibit 10.21 to the Registration Statement on Form F-4 (File No. 333-284035) filed with the Securities and Exchange Commission on December 23, 2024)
4.8	Memorandum of Agreement dated August 9, 2023, by and among Alps Global Holding Berhad, USCI Hospital Sdn. Bhd. and UCSI Education Sdn. Bhd. (incorporated by reference to Exhibit 10.22 to the Registration Statement on Form F-4 (File No. 333-284035) filed with the Securities and Exchange Commission on December 23, 2024
4.9	Letter of Appointment dated April 25, 2024, by and between Alps Global Holding Berhad and Dr. Tham Seng Kong (incorporated by reference to Exhibit 10.23 to Amendment No. 4 to the Registration Statement on Form F-4 (File No. 333-284035) filed with the Securities and Exchange Commission on June 9, 2025)
4.10	Letter of Appointment dated April 25, 2024, by and between Celebre Pro Medic Sdn. Bhd. and Dr. Tham Seng Kong (incorporated by reference to Exhibit 10.24 to Amendment No. 4 to the Registration Statement on Form F-4 (File No. 333-284035) filed with the Securities and Exchange Commission on June 9, 2025)
4.11	Letter of Appointment dated April 25, 2024, by and between TMC Global Holdings Sdn. Bhd. and Dr. Tham Seng Kong (incorporated by reference to Exhibit 10.25 to Amendment No. 4 to the Registration Statement on Form F-4 (File No. 333-284035) filed with the Securities and Exchange Commission on June 9, 2025)

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SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Report on its behalf.

	Alps Group Inc
October 31, 2025	By:	/s/ Dr. Tham Seng Kong
	Name:	Dr.<br>Tham Seng Kong
	Title:	Chief<br> Executive Officer and
		Director

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Exhibit1.1

CompaniesAct (Revised)

CompanyLimited by Shares

amendedand restated

memorandumof association

ALPSGROUP INC

Adopted by special resolution on 20 October 2025 and effective on 27 October 2025

CompaniesAct (Revised)

CompanyLimited by Shares

Amendedand Restated

Memorandumof Association

AlpsGroup Inc

Adopted by special resolution on 20 October 2025 and effective on 27 October 2025

1	The<br> name of the Company is Alps Group Inc, including such name as may be changed from time to time .
2	The<br> Company’s registered office will be situated at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand<br> Cayman, KY1-9009, Cayman Islands or at such other place in the Cayman Islands as the directors may at any time decide.
---	---
3	The<br> Company’s objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised), the Company has full power<br> and authority to carry out any object not prohibited by any law of the Cayman Islands.
---	---
4	The<br> Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided by section 27 (2) of the Companies<br> Act (Revised), the Company has and is capable of exercising all the functions of a natural person of full capacity irrespective of<br> any question of corporate benefit.
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5	Nothing<br> in any of the preceding paragraphs permits the Company to carry on any of the following businesses without being duly licensed, namely:
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(a)	the<br> business of a bank or trust company without being licensed in that behalf under the Banks and Trust Companies Act (Revised); or
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(b)	insurance<br> business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed<br> in that behalf under the Insurance Act (Revised); or
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(c)	the<br> business of company management without being licensed in that behalf under the Companies Management Act (Revised).
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6	The<br> Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of its business carried on<br> outside the Cayman Islands. Despite this, the Company may effect and conclude contracts in the Cayman Islands and exercise in the<br> Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman Islands.
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7	The<br> Company is a company limited by shares and accordingly the liability of each member is limited to the amount (if any) unpaid on that<br> member’s shares.
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8	The<br> share capital of the Company is US$50,000 divided into 500,000,000 Shares comprising (i) 495,000,000 Ordinary Shares of US$0.0001<br> par value each; and (ii) 5,000,000 Preferred Shares of US$0.0001 par value each of such class or classes (however designated) as<br> the Board may determine in accordance with Article 2.4 of the Articles. However, subject to the Companies Act (Revised) and the Company’s<br> articles of association, the Company has power to do any one or more of the following:
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(a)	redeem<br> or repurchase any of its shares;
---	---
(b)	increase<br> or reduce its capital;
---	---
(c)	issue<br> any part of its capital (whether original, redeemed, increased or reduced):
---	---
(i)	with<br> or without any preferential, deferred, qualified or special rights, privileges or conditions; or
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(ii)	subject<br> to any limitations or restrictions
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and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; and

(d)	alter<br> any of those rights, privileges, conditions, limitations or restrictions.
9	The<br> Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside<br> the Cayman Islands and to be deregistered in the Cayman Islands.
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CompaniesAct (Revised)

CompanyLimited By Shares

AMENDEDAND RESTATED

articlesof association

ALPSGROUP INC

(Adopted by special resolution passed on 20 October 2025 and effective on 27 October 2025)

Contents

1	Definitions, interpretation and exclusion of Table A	1
Definitions		1
Interpretation		4
Exclusion<br> of Table A Articles		5
2	Shares	5
Power<br> to issue Shares and options, with or without special rights		5
Power<br> to pay commissions and brokerage fees		7
Trusts<br> not recognised		7
Security<br> interests		7
Power<br> to vary class rights		8
Effect<br> of new Share issue on existing class rights		8
No<br> bearer Shares or warrants		8
Treasury<br> Shares		8
Rights<br> attaching to Treasury Shares and related matters		8
Register<br> of Members		9
Annual<br> Return		9
3	Share certificates	10
Issue<br> of share certificates		10
Renewal<br> of lost or damaged share certificates		10
4	Lien on Shares	10
Nature<br> and scope of lien		10
Company<br> may sell Shares to satisfy lien		11
Authority<br> to execute instrument of transfer		11
Consequences<br> of sale of Shares to satisfy lien		11
Application<br> of proceeds of sale		12
5	Calls on Shares and forfeiture	12
Power<br> to make calls and effect of calls		12
Time<br> when call made		12
Liability<br> of joint holders		13
Interest<br> on unpaid calls		13
Deemed<br> calls		13
Power<br> to accept early payment		13
Power<br> to make different arrangements at time of issue of Shares		13
Notice<br> of default		13
Forfeiture<br> or surrender of Shares		14
Disposal<br> of forfeited or surrendered Share and power to cancel forfeiture or surrender		14
Effect<br> of forfeiture or surrender on former Member		14
Evidence<br> of forfeiture or surrender		15
Sale<br> of forfeited or surrendered Shares		15
6	Transfer of Shares	15
Form<br> of Transfer		15
Power<br> to refuse registration for Shares not listed on a Designated Stock Exchange		15
Suspension<br> of transfers		16
Company<br> may retain instrument of transfer		16
Notice<br> of refusal to register		16
7	Transmission of Shares	16
---	---	---
Persons<br> entitled on death of a Member		16
Registration<br> of transfer of a Share following death or bankruptcy		17
Indemnity		17
Rights<br> of person entitled to a Share following death or bankruptcy		17
8	Alteration of capital	18
Increasing,<br> consolidating, converting, dividing and cancelling share capital		18
Dealing<br> with fractions resulting from consolidation of Shares		18
Reducing<br> share capital		18
9	Redemption and purchase of own Shares	19
Power<br> to issue redeemable Shares and to purchase own Shares		19
Power<br> to pay for redemption or purchase in cash or in specie		19
Effect<br> of redemption or purchase of a Share		19
10	Meetings of Members	20
Annual<br> and extraordinary general meetings		20
Power<br> to call meetings		20
Content<br> of notice		21
Period<br> of notice		21
Persons<br> entitled to receive notice		22
Accidental<br> omission to give notice or non-receipt of notice		22
11	Proceedings at meetings of Members	22
Quorum		22
Lack<br> of quorum		22
Chairman		23
Right<br> of a Director to attend and speak		23
Accommodation<br> of Members attending meeting virtually		23
Security		23
Adjournment,<br> postponement and cancellation		24
Method<br> of voting		24
Taking<br> of a poll		24
Chairman’s<br> casting vote		24
Written<br> resolutions		24
Sole-Member<br> Company		25
12	Voting rights of Members	25
Right<br> to vote		25
Rights<br> of joint holders		26
Representation<br> of corporate Members		26
Member<br> with mental disorder		26
Objections<br> to admissibility of votes		27
Form<br> of proxy		27
How<br> and when proxy is to be delivered		28
Voting<br> by proxy		29
13	Number of Directors	29
14	Appointment, disqualification and removal of Directors	29
No<br> age limit		29
Corporate<br> Directors		29
No<br> shareholding qualification		29
Appointment<br> of Directors		29
Board’s<br> power to appoint Directors		30
Term<br> of appointment		30
Removal<br> of Directors		30
Resignation<br> of Directors		30
Termination<br> of the office of Director		31
15	Alternate Directors	31
---	---	---
Appointment<br> and removal		31
Notices		32
Rights<br> of alternate Director		32
Appointment<br> ceases when the appointor ceases to be a Director		32
Status<br> of alternate Director		33
Status<br> of the Director making the appointment		33
16	Powers of Directors	33
Powers<br> of Directors		33
Directors<br> below the minimum number		33
Appointments<br> to office		33
Provisions<br> for employees		34
Exercise<br> of voting rights		34
Remuneration		34
Disclosure<br> of information		35
17	Delegation of powers	35
Power<br> to delegate any of the Directors’ powers to a committee		35
Local<br> boards		36
Power<br> to appoint an agent of the Company		36
Power<br> to appoint an attorney or authorised signatory of the Company		37
Borrowing<br> Powers		37
Corporate<br> Governance		37
18	Meetings of Directors	38
Regulation<br> of Directors’ meetings		38
Calling<br> meetings		38
Notice<br> of meetings		38
Use<br> of technology		38
Quorum		38
Chairman<br> or deputy to preside		38
Voting		39
Recording<br> of dissent		39
Written<br> resolutions		39
Validity<br> of acts of Directors in spite of formal defect		39
19	Permissible Directors’ interests and disclosure	40
20	Minutes	40
21	Accounts and audit	40
Auditors		41
22	Record dates	41
23	Dividends	42
Source<br> of dividends		42
Declaration<br> of dividends by Members		42
Payment<br> of interim dividends and declaration of final dividends by Directors		42
Apportionment<br> of dividends		43
Right<br> of set off		43
Power<br> to pay other than in cash		43
How<br> payments may be made		43
Dividends<br> or other monies not to bear interest in absence of special rights		44
Dividends<br> unable to be paid or unclaimed		44
24	Capitalisation of profits	44
---	---	---
Capitalisation<br> of profits or of any share premium account or capital redemption reserve;		44
Applying<br> an amount for the benefit of Members		45
25	Share Premium Account	45
Directors<br> to maintain share premium account		45
Debits<br> to share premium account		45
26	Seal	46
Company<br> seal		46
Duplicate<br> seal		46
When<br> and how seal is to be used		46
If<br> no seal is adopted or used		46
Power<br> to allow non-manual signatures and facsimile printing of seal		46
Validity<br> of execution		46
27	Indemnity	47
Release		47
Insurance		48
28	Notices	48
Form<br> of notices		48
Electronic<br> communications		48
Persons<br> entitled to notices		49
Persons<br> authorised to give notices		50
Delivery<br> of written notices		50
Joint<br> holders		50
Signatures		50
Giving<br> notice to a deceased or bankrupt Member		50
Date<br> of giving notices		51
Saving<br> provision		51
29	Authentication of Electronic Records	51
Application<br> of Articles		51
Authentication<br> of documents sent by Members by Electronic means		51
Authentication<br> of document sent by the Secretary or Officers of the Company by Electronic means		52
Manner<br> of signing		52
Saving<br> provision		52
30	Transfer by way of continuation	53
31	Winding up	53
Distribution<br> of assets in specie		53
No<br> obligation to accept liability		53
32	Amendment of Memorandum and Articles	54
Power<br> to change name or amend Memorandum		54
Power<br> to amend these Articles		54
33	Mergers and Consolidations	54

CompaniesAct (Revised)

CompanyLimited by Shares

Amendedand Restated

Articlesof Association

AlpsGroup Inc

(Adopted by special resolution passed on 20 October 2025 and effective on 27 October 2025)

1	Definitions, interpretation and exclusion of Table A

Definitions

1.1	In<br> these Articles, the following definitions apply:

Actmeans the Companies Act (Revised) of the Cayman Islands, including any statutory modification or re-enactment thereof for the time being in force;

Articlesmeans, as appropriate:

(a)	these<br> articles of association as amended from time to time: or
(b)	two<br> or more particular articles of these Articles;
---	---

and Article refers to a particular article of these Articles;

Auditors means the auditor or auditors for the time being of the Company;

Board means the board of Directors from time to time;

BusinessDay means a day when banks in Grand Cayman, the Cayman Islands are open for the transaction of normal banking business and for the avoidance of doubt, shall not include a Saturday, Sunday or public holiday in the Cayman Islands;

CaymanIslands means the British Overseas Territory of the Cayman Islands;

ClassA Director means a Director so designated pursuant to Article 14.4.

ClassB Director means a Director so designated pursuant to Article 14.4.

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| --- |

ClearDays, in relation to a period of notice, means that period of calendar days excluding:

(a)	the<br> calendar day when the notice is given or deemed to be given; and
(b)	the<br> calendar day for which it is given or on which it is to take effect;
---	---

Commission means Securities and Exchange Commission of the United States of America or other federal agency for the time being administering the U.S. Securities Act;

Company means the above-named company;

DefaultRate means ten per cent per annum;

DesignatedStock Exchanges means the Nasdaq Capital Market in the United States of America for so long as the Company’s Shares are there listed and any other stock exchange on which the Company’s Shares are listed for trading;

DesignatedStock Exchange Rules means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares or on the Designated Stock Exchanges;

Directors means the directors for the time being of the Company and the expression Director shall be construed accordingly;

Electronic has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

ElectronicRecord has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

ElectronicSignature has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;

FullyPaid Up means:

(a)	in<br> relation to a Share with par value, means that the par value for that Share and any premium payable in respect of the issue of that<br> Share, has been fully paid or credited as paid in money or money’s worth; and
(b)	in<br> relation to a Share without par value, means that the agreed issue price for that Share has been fully paid or credited as paid in<br> money or money’s worth;
---	---

generalmeeting means a general meeting of the Company duly constituted in accordance with the Articles;

IndependentDirector means a Director who is an independent director as defined in the Designated Stock Exchange Rules as determined by the Board;

Member means any person or persons entered on the register of Members from time to time as the holder of a Share;

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| --- |

Memorandum means the memorandum of association of the Company as amended from time to time; month means a calendar month;

Officer means a person appointed to hold an office in the Company including a Director, alternate Director or liquidator and excluding the Secretary;

OrdinaryResolution means a resolution of a general meeting passed by a simple majority of Members who (being entitled to do so) vote in person or by proxy or, in the case of corporations, by their duly authorised representatives, at that meeting. The expression includes a unanimous written resolution signed by all of the Members entitled to vote at such meeting;

OrdinaryShare means an ordinary share in the capital of the Company;

PartlyPaid Up means:

(a)	in<br> relation to a Share with par value, that the par value for that Share and any premium payable in respect of the issue of that Share,<br> has not been fully paid or credited as paid in money or money’s worth; and
(b)	in<br> relation to a Share without par value, means that the agreed issue price for that Share has not been fully paid or credited as paid<br> in money or money’s worth;
---	---

PreferredShare means a preferred share in the capital of the Company;

Secretary means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

Share means a share in the share capital of the Company and the expression:

(a)	includes<br> stock (except where a distinction between shares and stock is expressed or implied); and
(b)	where<br> the context permits, also includes a fraction of a Share;
---	---

SpecialResolution means a resolution of a general meeting or a resolution of a meeting of the holders of any class of Shares in a class meeting duly constituted in accordance with the Articles in each case passed by a majority of not less than two-thirds of Members who (being entitled to do so) vote in person or by proxy at that meeting. The expression includes a unanimous written resolution signed by all of the Members entitled to vote at such meeting;

TreasuryShares means Shares held in treasury pursuant to the Act and Article 2.12; and

U.S.Securities Act means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

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| --- |

Interpretation

1.2	In<br> the interpretation of these Articles, the following provisions apply unless the context otherwise requires:
(a)	A<br> reference in these Articles to a statute is a reference to a statute of the Cayman Islands as known by its short title, and includes:
---	---
(i)	any<br> statutory modification, amendment or re-enactment; and
---	---
(ii)	any<br> subordinate legislation or regulations issued under that statute.
---	---

Without limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of that Act in force from time to time as amended from time to time.

(b)	Headings<br> are inserted for convenience only and do not affect the interpretation of these Articles, unless there is ambiguity.
(c)	If<br> a day on which any act, matter or thing is to be done under these Articles is not a Business Day, the act, matter or thing must be<br> done on the next Business Day.
---	---
(d)	A<br> word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference<br> to any gender also denotes the other genders.
---	---
(e)	A<br> reference to a person includes, as appropriate, a company, trust, partnership, joint venture, association, body corporate<br> or government agency.
---	---
(f)	Where<br> a word or phrase is given a defined meaning another part of speech or grammatical form in respect to that word or phrase has a corresponding<br> meaning.
---	---
(g)	All<br> references to time are to be calculated by reference to time in the place where the Company’s registered office is located.
---	---
(h)	The<br> words written and in writing include all modes of representing or reproducing words in a visible form, but do not include<br> an Electronic Record where the distinction between a document in writing and an Electronic Record is expressed or implied.
---	---
(i)	The<br> words including, include and in particular or any similar expression are to be construed without limitation.
---	---

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| --- | | 1.3 | The headings in these Articles are intended for convenience only and shall not affect the interpretation of these Articles. | | --- | --- |

Exclusionof Table A Articles

1.4	The<br> regulations contained in Table A in the First Schedule of the Act and any other regulations contained in any statute or subordinate<br> legislation are expressly excluded and do not apply to the Company.
2	Shares
---	---

Powerto issue Shares and options, with or without special rights

2.1	Subject<br> to the provisions of the Act and these Articles (including provisions about the redemption and purchase of the Shares, the Directors<br> have general and unconditional authority to:
(a)	allot<br> (with or without confirming rights of renunciation), grant options over or otherwise deal with any unissued Shares to such persons,<br> at such times and on such terms and conditions as they may decide; and/or
---	---
(b)	grant<br> rights over Shares or other securities to be issued in one or more classes as they deem necessary or appropriate and determine the<br> designations, powers, preferences, privileges and other rights attaching to such Shares or securities, including dividend rights,<br> voting rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may be greater than the powers,<br> preferences, privileges and rights associated with the then issued and outstanding Shares, at such times and on such other terms<br> as they think proper.
---	---

No Share may be issued at a discount except in accordance with the provisions of the Act.

2.2	Without<br> limitation to the preceding Article, the Directors may so deal with the unissued Shares:
(a)	either<br> at a premium or at par; or
---	---
(b)	with<br> or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital<br> or otherwise.
---	---
2.3	Without<br> limitation to the two preceding Articles:
---	---
(a)	the<br> Company may issue rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the<br> holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company at such times and on<br> such terms and conditions as the Directors may decide;
---	---
(b)	the<br> Directors may refuse to accept any application for Shares, and may accept any application in whole or in part, for any reason or<br> for no reason; and
---	---
(c)	subject<br> to the Act, the Company may issue fractions of a Share of any class. A fraction of a Share shall be subject to and carry the corresponding<br> fraction of liabilities (whether with respect to calls or otherwise), limitations, preferences, privileges, qualifications, restrictions,<br> rights and other attributes of a Share of that class of Shares.
---	---

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| --- | | 2.4 | Subject to the provisions of the Act and these Articles (including provisions about the redemption and purchase of the Shares), the Directors may authorise the division of Shares into any number of classes and the different classes shall be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different classes (if any) may be fixed and determined by the Directors or by an Ordinary Resolution. The Directors may issue Shares with such preferred or other rights, all or any of which may be greater than the rights of Ordinary Shares, at such time and on such terms as they may think appropriate. Notwithstanding Article 2.11, the Directors may issue from time to time, out of the authorised share capital of the Company (other than the authorised but unissued Ordinary Shares), series of Preferred Shares in their absolute discretion and without approval of the Members; provided, however, before any Preferred Shares of any series are issued, the Directors shall fix, by resolution or resolutions, the following provisions of such series: | | --- | --- | | (a) | the designation of such series and the number of Preferred Shares to constitute such series; | | --- | --- | | (b) | whether the shares of such series shall have voting rights, in addition to any voting rights provided by Act, and, if so, the terms of such voting rights, which may be general or limited; | | --- | --- | | (c) | the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, the preference or relation which such dividends shall bear to the dividends payable on any Shares of any other class of Shares or any other series of Preferred Shares; | | --- | --- | | (d) | whether the Preferred Shares or such series shall be subject to redemption by the Company, and, if so, the times, prices and other conditions of such redemption; | | --- | --- | | (e) | the amount or amounts payable upon Preferred Shares of such series upon, and the rights of the holders of such series in, a voluntary or involuntary liquidation, dissolution or winding up, or upon any distribution of the assets, of the Company; | | --- | --- | | (f) | whether the Preferred Shares of such series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the Preferred Shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation of the retirement or sinking fund; | | --- | --- | | (g) | whether the Preferred Shares of such series shall be convertible into, or exchangeable for, Shares of any other class of Shares or any other series of Preferred Shares or any other securities and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange; | | --- | --- |

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| --- | | (h) | the limitations and restrictions, if any, to be effective while any Preferred Shares or such series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Company of, the existing Shares or Shares of any other class of Shares or any other series of Preferred Shares; | | --- | --- | | (i) | the conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issue of any additional Shares, including additional shares of such series or of any other class of Shares or any other series of Preferred Shares; and | | --- | --- | | (j) | any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions of any other class of Shares or any other series of Preferred Shares. | | --- | --- |

Powerto pay commissions and brokerage fees

2.5	The<br> Company may pay a commission to any person in consideration of that person:
(a)	subscribing<br> or agreeing to subscribe, whether absolutely or conditionally; or
---	---
(b)	procuring<br> or agreeing to procure subscriptions, whether absolute or conditional,
---	---

for any Shares. That commission may be satisfied by the payment of cash or the allotment of Fully Paid Up or Partly Paid Up Shares or partly in one way and partly in another.

2.6	The<br> Company may employ a broker in the issue of its capital and pay him any proper commission or brokerage.

Trustsnot recognised

2.7	Except<br> as required by law:
(a)	no<br> person shall be recognised by the Company as holding any Share on any trust; and
---	---
(b)	no<br> person other than the Member shall be recognised by the Company as having any right in a Share.
---	---

Securityinterests

2.8	Notwithstanding<br> the preceding Article, the Company may (but shall not be obliged to) recognise a security interest of which it has actual notice<br> over shares. The Company shall not be treated as having recognised any such security interest unless it has so agreed in writing<br> with the secured party.

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| --- |

Powerto vary class rights

2.9	If<br> the share capital is divided into different classes of Shares then, unless the terms on which a class of Shares was issued state<br> otherwise, the rights attaching to a class of Shares may only be varied if one of the following applies:
(a)	the<br> Members holding not less than two-thirds of the issued Shares of that class consent in writing to the variation; or
---	---
(b)	the<br> variation is made with the sanction of a Special Resolution passed at a separate general meeting of the Members holding the issued<br> Shares of that class.
---	---
2.10	For<br> the purpose of Article 2.9(b), all the provisions of these Articles relating to general meetings apply, mutatis mutandis, to every<br> such separate meeting except that the necessary quorum shall be one or more persons holding, or representing by proxy, not less than<br> one third of the issued Shares of the class.
---	---

Effectof new Share issue on existing class rights

2.11	Unless<br> the terms on which a class of Shares was issued state otherwise, the rights conferred on the Member holding Shares of any class shall<br> not be deemed to be varied by the creation or issue of further Shares ranking pari passu with the existing Shares of that<br> class.

Nobearer Shares or warrants

2.12	The<br> Company shall not issue Shares or warrants to bearers.

TreasuryShares

2.13	Shares<br> that the Company purchases, redeems or acquires by way of surrender in accordance with the Act shall be held as Treasury Shares and<br> not treated as cancelled if:
(a)	the<br> Directors so determine prior to the purchase, redemption or surrender of those shares; and
---	---
(b)	the<br> relevant provisions of the Memorandum and Articles and the Act are otherwise complied with.
---	---

Rightsattaching to Treasury Shares and related matters

2.14	No<br> dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including<br> any distribution of assets to Members on a winding up) may be made to the Company in respect of a Treasury Share.

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| --- | | 2.15 | The Company shall be entered in the register of Members as the holder of the Treasury Shares. However: | | --- | --- | | (a) | the Company shall not be treated as a Member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void; and | | --- | --- | | (b) | a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Act. | | --- | --- | | 2.16 | Nothing in Article 2.15 prevents an allotment of Shares as Fully Paid Up bonus shares in respect of a Treasury Share and Shares allotted as Fully Paid Up bonus shares in respect of a Treasury Share shall be treated as Treasury Shares. | | --- | --- | | 2.17 | Treasury Shares may be disposed of by the Company in accordance with the Act and otherwise on such terms and conditions as the Directors determine. | | --- | --- |

Registerof Members

2.18

The Directors shall keep or cause to be kept a register of Members as required by the Act and may cause the Company to maintain one or more branch registers as contemplated by the Act, provided that where the Company is maintaining one or more branch registers, the Directors shall ensure that a duplicate of each branch register is kept with the Company’s principal register of Members and updated within such number of days of any amendment having been made to such branch register as may be required by the Act.

2.19

The title to Shares listed on a Designated Stock Exchange may be evidenced and transferred in accordance with the laws applicable to the rules and regulations of the Designated Stock Exchange and, for these purposes, the register of Members may be maintained in accordance with Section 40B of the Act.

---

AnnualReturn

2.20	The<br> Directors in each calendar year shall prepare or cause to be prepared an annual return and declaration setting forth the particulars<br> required by the Act and shall deliver a copy thereof to the registrar of companies for the Cayman Islands.

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---
---	---

Issueof share certificates

3.1	A<br> Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates<br> representing Shares, if any, shall be in such form as the Directors may determine. If the Directors resolve that share certificates<br> shall be issued, upon being entered in the register of Members as the holder of a Share, the Directors may issue to any Member:
(a)	without<br> payment, one certificate for all the Shares of each class held by that Member (and, upon transferring a part of the Member’s<br> holding of Shares of any class, to a certificate for the balance of that holding); and
---	---
(b)	upon<br> payment of such reasonable sum as the Directors may determine for every certificate after the first, several certificates each for<br> one or more of that Member’s Shares.
---	---
3.2	Every<br> certificate shall specify the number, class and distinguishing numbers (if any) of the Shares to which it relates and whether they<br> are Fully Paid Up or Partly Paid Up. A certificate may be executed under seal or executed in such other manner as the Directors determine.
---	---
3.3	Every<br> certificate shall bear legends required under the applicable laws, including the U.S. Securities Act (to the extent applicable).
---	---
3.4	The<br> Company shall not be bound to issue more than one certificate for Shares held jointly by several persons and delivery of a certificate<br> for a Share to one joint holder shall be a sufficient delivery to all of them.
---	---

Renewalof lost or damaged share certificates

3.5	If<br> a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to:
(a)	evidence;
---	---
(b)	indemnity;
---	---
(c)	payment<br> of the expenses reasonably incurred by the Company in investigating the evidence; and
---	---
(d)	payment<br> of a reasonable fee, if any for issuing a replacement share certificate,
---	---

as the Directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

4	Lien on Shares

Natureand scope of lien

4.1	The<br> Company has a first and paramount lien on all Shares (whether Fully Paid Up or not) registered in the name of a Member (whether solely<br> or jointly with others). The lien is for all monies payable to the Company by the Member or the Member’s estate:
(a)	either<br> alone or jointly with any other person, whether or not that other person is a Member; and
---	---

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| --- | | (b) | whether or not those monies are presently payable. | | --- | --- | | 4.2 | At any time the Board may declare any Share to be wholly or partly exempt from the provisions of this Article. | | --- | --- |

Companymay sell Shares to satisfy lien

4.3	The<br> Company may sell any Shares over which it has a lien if all of the following conditions are met:
(a)	the<br> sum in respect of which the lien exists is presently payable;
---	---
(b)	the<br> Company gives notice to the Member holding the Share (or to the person entitled to it in consequence of the death or bankruptcy of<br> that Member) demanding payment and stating that if the notice is not complied with the Shares may be sold; and
---	---
(c)	that<br> sum is not paid within fourteen Clear Days after that notice is deemed to be given under these Articles,
---	---

and Shares to which this Article 4.3 applies shall be referred to as Lien Default Shares.

4.4	The<br> Lien Default Shares may be sold in such manner as the Board determines.
4.5	To<br> the maximum extent permitted by law, the Directors shall incur no personal liability to the Member concerned in respect of the sale.
---	---

Authorityto execute instrument of transfer

4.6	To<br> give effect to a sale, the Directors may authorise any person to execute an instrument of transfer of the Lien Default Shares sold<br> to, or in accordance with the directions of, the purchaser.
4.7	The<br> title of the transferee of the Lien Default Shares shall not be affected by any irregularity or invalidity in the proceedings in<br> respect of the sale.
---	---

Consequencesof sale of Shares to satisfy lien

4.8	On<br> a sale pursuant to the preceding Articles:
(a)	the<br> name of the Member concerned shall be removed from the register of Members as the holder of those Lien Default Shares; and
---	---
(b)	that<br> person shall deliver to the Company for cancellation the certificate (if any) for those Lien Default Shares.
---	---
4.9	Notwithstanding<br> the provisions of Article 4.8, such person shall remain liable to the Company for all monies which, at the date of sale, were presently<br> payable by him to the Company in respect of those Lien Default Shares. That person shall also be liable to pay interest on those<br> monies from the date of sale until payment at the rate at which interest was payable before that sale or, failing that, at the Default<br> Rate. The Board may waive payment wholly or in part or enforce payment without any allowance for the value of the Lien Default Shares<br> at the time of sale or for any consideration received on their disposal.
---	---

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Applicationof proceeds of sale

4.10	The<br> net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists<br> as is presently payable. Any residue shall be paid to the person whose Lien Default Shares have been sold:
(a)	if<br> no certificate for the Lien Default Shares was issued, at the date of the sale; or
---	---
(b)	if<br> a certificate for the Lien Default Shares was issued, upon surrender to the Company of that certificate for cancellation
---	---

but, in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the

Lien Default Shares before the sale.

5	Calls on Shares and forfeiture

Powerto make calls and effect of calls

5.1	Subject<br> to the terms of allotment, the Board may make calls on the Members in respect of any monies unpaid on their Shares including any<br> premium. The call may provide for payment to be by instalments. Subject to receiving at least 14 Clear Days’ notice specifying<br> when and where payment is to be made, each Member shall pay to the Company the amount called on his Shares as required by the notice.
5.2	Before<br> receipt by the Company of any sum due under a call, that call may be revoked in whole or in part and payment of a call may be postponed<br> in whole or in part. Where a call is to be paid in instalments, the Company may revoke the call in respect of all or any remaining<br> instalments in whole or in part and may postpone payment of all or any of the remaining instalments in whole or in part.
---	---
5.3	A<br> Member on whom a call is made shall remain liable for that call notwithstanding the subsequent transfer of the Shares in respect<br> of which the call was made. He shall not be liable for calls made after he is no longer registered as Member in respect of those<br> Shares.
---	---

Timewhen call made

5.4	A<br> call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.

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Liabilityof joint holders

5.5	Members<br> registered as the joint holders of a Share shall be jointly and severally liable to pay all calls in respect of the Share.

Intereston unpaid calls

5.6	If<br> a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount<br> unpaid from the day it became due and payable until it is paid:
(a)	at<br> the rate fixed by the terms of allotment of the Share or in the notice of the call; or
---	---
(b)	if<br> no rate is fixed, at the Default Rate.
---	---

The Directors may waive payment of the interest wholly or in part.

Deemedcalls

5.7	Any<br> amount payable in respect of a Share, whether on allotment or on a fixed date or otherwise, shall be deemed to be payable as a call.<br> If the amount is not paid when due the provisions of these Articles shall apply as if the amount had become due and payable by virtue<br> of a call.

Powerto accept early payment

5.8	The<br> Company may accept from a Member the whole or a part of the amount remaining unpaid on Shares held by him although no part of that<br> amount has been called up.

Powerto make different arrangements at time of issue of Shares

5.9	Subject<br> to the terms of allotment, the Directors may make arrangements on the issue of Shares to distinguish between Members in the amounts<br> and times of payment of calls on their Shares.

Noticeof default

5.10	If<br> a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than<br> 14 Clear Days’ notice requiring payment of:
(a)	the<br> amount unpaid;
---	---
(b)	any<br> interest which may have accrued; and
---	---
(c)	any<br> expenses which have been incurred by the Company due to that person’s default.
---	---
5.11	The<br> notice shall state the following:
---	---
(a)	the<br> place where payment is to be made; and
---	---
(b)	a<br> warning that if the notice is not complied with the Shares in respect of which the call is made will be liable to be forfeited.
---	---

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Forfeitureor surrender of Shares

5.12

If the notice given pursuant to Article 5.10 is not complied with, the Directors may, before the payment required by the notice has been received, resolve that any Share the subject of that notice be forfeited. The forfeiture shall include all dividends or other monies payable in respect of the forfeited Share and not paid before the forfeiture. Despite the foregoing, the Board may determine that any Share the subject of that notice be accepted by the Company as surrendered by the Member holding that Share in lieu of forfeiture.

Disposalof forfeited or surrendered Share and power to cancel forfeiture or surrender

5.13

A forfeited or surrendered Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Board determine either to the former Member who held that Share or to any other person. The forfeiture or surrender may be cancelled on such terms as the Directors think fit at any time before a sale, re-allotment or other disposition. Where, for the purposes of its disposal, a forfeited or surrendered Share is to be transferred to any person, the Directors may authorise some person to execute an instrument of transfer of the Share to the transferee.

Effectof forfeiture or surrender on former Member

5.14	On<br> forfeiture or surrender:
(a)	the<br> name of the Member concerned shall be removed from the register of Members as the holder of those Shares and that person shall cease<br> to be a Member in respect of those Shares; and
---	---
(b)	that<br> person shall surrender to the Company for cancellation the certificate (if any) for the forfeited or surrendered Shares.
---	---
5.15	Despite<br> the forfeiture or surrender of his Shares, that person shall remain liable to the Company for all monies which at the date of forfeiture<br> or surrender were presently payable by him to the Company in respect of those Shares together with:
---	---
(a)	all<br> expenses; and
---	---
(b)	interest<br> from the date of forfeiture or surrender until payment:
---	---
(i)	at<br> the rate of which interest was payable on those monies before forfeiture; or
---	---
(ii)	if<br> no interest was so payable, at the Default Rate.
---	---

The Directors, however, may waive payment wholly or in part.

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Evidenceof forfeiture or surrender

5.16	A<br> declaration, whether statutory or under oath, made by a Director or the Secretary shall be conclusive evidence of the following matters<br> stated in it as against all persons claiming to be entitled to forfeited Shares:
(a)	that<br> the person making the declaration is a Director or Secretary of the Company, and
---	---
(b)	that<br> the particular Shares have been forfeited or surrendered on a particular date.
---	---

Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.

Saleof forfeited or surrendered Shares

5.17	Any<br> person to whom the forfeited or surrendered Shares are disposed of shall not be bound to see to the application of the consideration,<br> if any, of those Shares nor shall his title to the Shares be affected by any irregularity in, or invalidity of the proceedings in<br> respect of, the forfeiture, surrender or disposal of those Shares.
6	Transfer of Shares
---	---

Formof Transfer

6.1	Subject<br> to the following Articles about the transfer of Shares, and provided that such transfer complies with applicable rules of the Designated<br> Stock Exchange, a Member may freely transfer Shares to another person by completing an instrument of transfer in a common form or<br> in a form prescribed by the Designated Stock Exchange or in any other form approved by the Directors, executed:
(a)	where<br> the Shares are Fully Paid, by or on behalf of that Member; and
---	---
(b)	where<br> the Shares are partly paid, by or on behalf of that Member and the transferee.
---	---
6.2	The<br> transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered into the register of Members.
---	---

Powerto refuse registration for Shares not listed on a Designated Stock Exchange

6.3	Where<br> the Shares in question are not listed on or subject to the rules of any Designated Stock Exchange, the Directors may in their absolute<br> discretion decline to register any transfer of such Shares which are not Fully Paid Up or on which the Company has a lien. The Directors<br> may also, but are not required to, decline to register any transfer of any such Share unless:
(a)	the<br> instrument of transfer is lodged with the Company, accompanied by the certificate (if any) for the Shares to which it relates and<br> such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;
---	---

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| --- | | (b) | the instrument of transfer is in respect of only one class of Shares; | | --- | --- | | (c) | the instrument of transfer is properly stamped, if required; | | --- | --- | | (d) | in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred does not exceed four; | | --- | --- | | (e) | the Shares transferred are Fully Paid Up and free of any lien in favour of the Company; and | | --- | --- | | (f) | any applicable fee of such maximum sum as the Designated Stock Exchanges may determine to be payable, or such lesser sum as the Board may from time to time require, related to the transfer is paid to the Company. | | --- | --- |

Suspensionof transfers

6.4

The registration of transfers may, on 14 Clear Days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register of Members closed at such times and for such periods as the Directors may, in their absolute discretion, from time to time determine, provided always that such registration of transfer shall not be suspended nor the register of Members closed for more than 30 Clear Days in any year.

Companymay retain instrument of transfer

6.5	All<br> instruments of transfer that are registered shall be retained by the Company.

Noticeof refusal to register

6.6	If<br> the Directors refuse to register a transfer of any Shares not listed on a Designated Stock Exchange, they shall within one month<br> after the date on which the instrument of transfer was lodged with the Company send to each of the transferor and the transferee<br> notice of the refusal.
7	Transmission of Shares
---	---

Personsentitled on death of a Member

7.1	If<br> a Member dies, the only persons recognised by the Company as having any title to the deceased Members’ interest are the following:
(a)	where<br> the deceased Member was a joint holder, the survivor or survivors; and
---	---
(b)	where<br> the deceased Member was a sole holder, that Member’s personal representative or representatives.
---	---
7.2	Nothing<br> in these Articles shall release the deceased Member’s estate from any liability in respect of any Share, whether the deceased<br> was a sole holder or a joint holder.
---	---

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Registrationof transfer of a Share following death or bankruptcy

7.3	A<br> person becoming entitled to a Share in consequence of the death or bankruptcy of a Member may elect to do either of the following:
(a)	to<br> become the holder of the Share; or
---	---
(b)	to<br> transfer the Share to another person.
---	---
7.4	That<br> person must produce such evidence of his entitlement as the Directors may properly require.
---	---
7.5	If<br> the person elects to become the holder of the Share, he must give notice to the Company to that effect. For the purposes of these<br> Articles, that notice shall be treated as though it were an executed instrument of transfer.
---	---
7.6	If<br> the person elects to transfer the Share to another person then:
---	---
(a)	if<br> the Share is Fully Paid Up, the transferor must execute an instrument of transfer; and
---	---
(b)	if<br> the Share is nil or Partly Paid Up, the transferor and the transferee must execute an instrument of transfer.
---	---
7.7	All<br> the Articles relating to the transfer of Shares shall apply to the notice or, as appropriate, the instrument of transfer.
---	---

Indemnity

7.8	A<br> person registered as a Member by reason of the death or bankruptcy of another Member shall indemnify the Company and the Directors<br> against any loss or damage suffered by the Company or the Directors as a result of that registration.

Rightsof person entitled to a Share following death or bankruptcy

7.9

A person becoming entitled to a Share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled if he were registered as the holder of the Share. But, until he is registered as Member in respect of the Share, he shall not be entitled to attend or vote at any meeting of the Company or at any separate meeting of the holders of that class of Shares.

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Increasing,consolidating, converting, dividing and cancelling share capital

8.1	To<br> the fullest extent permitted by the Act, the Company may by Ordinary Resolution do any of the following and amend its Memorandum<br> for that purpose:
(a)	increase<br> its share capital by new Shares of the amount fixed by that Ordinary Resolution and with the attached rights, priorities and privileges<br> set out in that Ordinary Resolution;
---	---
(b)	consolidate<br> and divide all or any of its share capital into Shares of larger amount than its existing Shares;
---	---
(c)	convert<br> all or any of its Paid Up Shares into stock, and reconvert that stock into Paid Up Shares of any denomination;
---	---
(d)	sub-divide<br> its Shares or any of them into Shares of an amount smaller than that fixed by the Memorandum, so, however, that in the sub-division,<br> the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case of<br> the Share from which the reduced Share is derived; and
---	---
(e)	cancel<br> Shares which, at the date of the passing of that Ordinary Resolution, have not been taken or agreed to be taken by any person, and<br> diminish the amount of its share capital by the amount of the Shares so cancelled or, in the case of Shares without nominal par value,<br> diminish the number of Shares into which its capital is divided.
---	---

Dealingwith fractions resulting from consolidation of Shares

8.2	Whenever,<br> as a result of a consolidation of Shares, any Members would become entitled to fractions of a Share the Directors may on behalf of<br> those Members deal with the fractions as it thinks fit, including (without limitation):
(a)	sell<br> the Shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions<br> of the Act, the Company); and
---	---
(b)	distribute<br> the net proceeds in due proportion among those Members.
---	---
8.3	For<br> the purposes of Article 8.2, the Directors may authorise some person to execute an instrument of transfer of the Shares to, in accordance<br> with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall<br> the transferee’s title to the Shares be affected by any irregularity in, or invalidity of, the proceedings in respect of the<br> sale.
---	---

Reducingshare capital

8.4	Subject<br> to the Act and to any rights for the time being conferred on the Members holding a particular class of Shares, the Company may, by<br> Special Resolution, reduce its share capital in any way.

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---	---

Powerto issue redeemable Shares and to purchase own Shares

9.1	Subject<br> to the Act and to any rights for the time being conferred on the Members holding a particular class of Shares, the Company may by<br> its Directors:
(a)	issue<br> Shares that are to be redeemed or liable to be redeemed, at the option of the Company or the Member holding those redeemable Shares,<br> on the terms and in the manner its Directors determine before the issue of those Shares;
---	---
(b)	with<br> the consent by Special Resolution of the Members holding Shares of a particular class, vary the rights attaching to that class of<br> Shares so as to provide that those Shares are to be redeemed or are liable to be redeemed at the option of the Company on the terms<br> and in the manner which the Directors determine at the time of such variation; and
---	---
(c)	purchase<br> all or any of its own Shares of any class including any redeemable Shares on the terms and in the manner which the Directors determine<br> at the time of such purchase.
---	---

The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.

Powerto pay for redemption or purchase in cash or in specie

9.2	When<br> making a payment in respect of the redemption or purchase of Shares, the Directors may make the payment in cash or in specie<br> (or partly in one and partly in the other) if so authorised by the terms of the allotment of those Shares or by the terms applying<br> to those Shares in accordance with Article 9.1, or otherwise by agreement with the Member holding those Shares.

Effectof redemption or purchase of a Share

9.3	Upon<br> the date of redemption or purchase of a Share:
(a)	the<br> Member holding that Share shall cease to be entitled to any rights in respect of the Share other than the right to receive:
---	---
(i)	the<br> price for the Share; and
---	---
(ii)	any<br> dividend declared in respect of the Share prior to the date of redemption or purchase;
---	---
(b)	the<br> Member’s name shall be removed from the register of Members with respect to the Share; and
---	---

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| --- | | (c) | the Share shall be cancelled or held as a Treasury Share, as the Directors may determine. | | --- | --- | | 9.4 | For the purpose of Article 9.3, the date of redemption or purchase is the date when the Member’s name is removed from the register of Members with respect to the Shares the subject of the redemption or purchase. | | --- | --- | | 10 | Meetings of Members | | --- | --- |

Annualand extraordinary general meetings

10.1	The<br> Company may, but shall not (unless required by the Designated Stock Exchange Rules) be obligated to, in each year hold a general<br> meeting as an annual general meeting, which, if held, shall be convened by the Board, in accordance with these Articles.
10.2	All<br> general meetings other than annual general meetings shall be called extraordinary general meetings.
---	---

Powerto call meetings

10.3	A<br> majority of all the Directors or all of the Class A Directors may call a general meeting at any time.
10.4	If<br> there are insufficient Directors to constitute a quorum and the remaining Directors are unable to agree on the appointment of additional<br> Directors, the Directors must call a general meeting for the purpose of appointing additional Directors.
---	---
10.5	A<br> majority of all the Directors or all of the Class A Directors must also call a general meeting if requisitioned in the manner set<br> out in the next two Articles.
---	---
10.6	The<br> requisition must be in writing and given by one or more Members who together hold at least ten per cent of the rights to vote at<br> such general meeting.
---	---
10.7	The<br> requisition must also:
---	---
(a)	specify<br> the purpose of the meeting.
---	---
(b)	be<br> signed by or on behalf of each requisitioner (and for this purpose each joint holder shall be obliged to sign). The requisition may<br> consist of several documents in like form signed by one or more of the requisitioners; and
---	---
(c)	be<br> delivered in accordance with the notice provisions.
---	---
10.8	Should<br> the majority of all the Directors or all of the Class A Directors fail to call a general meeting within 21 Clear Days’ from<br> the date of receipt of a requisition, the requisitioners or any of them may call a general meeting within three months after the<br> end of that period.
---	---

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| --- | | 10.9 | Without limitation to the foregoing, if there are insufficient Directors to constitute a quorum and the remaining Directors are unable to agree on the appointment of additional Directors, any one or more Members who together hold at least five per cent of the rights to vote at a general meeting may call a general meeting for the purpose of considering the business specified in the notice of meeting which shall include as an item of business the appointment of additional Directors. | | --- | --- | | 10.10 | If the Members call a meeting under the above provisions, the Company shall reimburse their reasonable expenses. | | --- | --- |

Contentof notice

10.11	Notice<br> of a general meeting shall specify each of the following:
(a)	the<br> date and the hour of the meeting;
---	---
(b)	whether<br> the meeting will be held virtually, at a physical place or both;
---	---
(c)	if<br> the meeting is to be held in any part at a physical place, the address of such place;
---	---
(d)	if<br> the meeting is to be held in two or more places or in any part virtually, the technology that will be used to facilitate the meeting;
---	---
(e)	subject<br> to paragraph (f) and the requirements of the Designated Stock Exchange Rules (to the extent applicable), the general nature of the<br> business to be transacted; and
---	---
(f)	if<br> a resolution is proposed as a Special Resolution, the text of that resolution.
---	---
10.12	In<br> each notice there shall appear with reasonable prominence the following statements:
---	---
(a)	that<br> a Member who is entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of that Member;<br> and
---	---
(b)	that<br> a proxyholder need not be a Member.
---	---

Periodof notice

10.13	At<br> least five (5) Clear Days’ notice shall be given to Members for any general meeting.
10.14	Subject<br> to the Act, a meeting may be convened on shorter notice, subject to the Act with the consent of the Member or Members who, individually<br> or collectively, hold not less than 75 per cent of the voting rights of all those who have a right to vote at that meeting.
---	---

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Personsentitled to receive notice

10.15	Subject<br> to the provisions of these Articles and to any restrictions imposed on any Shares, the notice shall be given to the following people:
(a)	the<br> Members
---	---
(b)	persons<br> entitled to a Share in consequence of the death or bankruptcy of a Member;
---	---
(c)	the<br> Directors; and
---	---
(d)	the<br> Auditors (if appointed).
---	---
10.16	The<br> Board may determine that the Members entitled to receive notice of, attend and vote at a meeting are those persons entered on the<br> register of Members at the close of business on a day determined by the Board.
---	---

Accidentalomission to give notice or non-receipt of notice

10.17	Proceedings<br> at a meeting shall not be invalidated by the following:
(a)	an<br> accidental failure to give notice of the meeting to any person entitled to notice; or
---	---
(b)	non-receipt<br> of notice of the meeting by any person entitled to notice.
---	---
10.18	In<br> addition, where a notice of meeting is published on a website proceedings at the meeting shall not be invalidated merely because<br> it is accidentally published:
---	---
(a)	in<br> a different place on the website; or
---	---
(b)	for<br> part only of the period from the date of the notification until the conclusion of the meeting to which the notice relates.
---	---
11	Proceedings at meetings of Members
---	---

Quorum

11.1	Save<br> as provided in the following Article, no business shall be transacted at any meeting unless a quorum is present in person or by proxy.<br> A quorum is as follows:
(a)	if<br> the Company has only one Member: that Member;
---	---
(b)	if<br> the Company has more than one Member: one or more Members holding Shares that represent not less than one-third of the outstanding<br> Shares carrying the right to vote at such general meeting.
---	---

Lackof quorum

11.2	If<br> a quorum is not present within fifteen minutes of the time appointed for the meeting, or if at any time during the meeting it becomes<br> inquorate, then the following provisions apply:
(a)	If<br> the meeting was requisitioned by Members, it shall be cancelled.
---	---

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| --- | | (b) | In any other case, the meeting shall stand adjourned to the same time and place seven days hence, or to such other time or place as is determined by the Directors. If a quorum is not present within fifteen minutes of the time appointed for the adjourned meeting, then the Members present in person or by proxy shall constitute a quorum. | | --- | --- |

Chairman

11.3	The<br> chairman of a general meeting shall be the chairman of the Board or such other Director as the Directors may determine. Absent any<br> such person being present within fifteen minutes of the time appointed for the meeting, the Directors present shall elect one of<br> their number to chair the meeting.
11.4	If<br> no Director is present within fifteen minutes of the time appointed for the meeting, or if no Director is willing to act as chairman,<br> the Members present in person or by proxy and entitled to vote shall choose one of their number to chair the meeting.
---	---

Rightof a Director to attend and speak

11.5	Even<br> if a Director is not a Member, he shall be entitled to attend and speak at any general meeting and at any separate meeting of Members<br> holding a particular class of Shares.

Accommodationof Members attending meeting virtually

11.6	A<br> Member entitled to receive notice and attend a meeting will be deemed to be in attendance at such meeting despite their attendance<br> being virtual if adequate facilities are available to ensure that the Member is able to:
(a)	participate<br> in the business for which the meeting has been convened; and
---	---
(b)	hear<br> all that happens at the meeting.
---	---

Security

11.7

In addition to any measures which the Board may be required to take due to the location or venue of the meeting, the Board may make any arrangement and impose any restriction it considers appropriate and reasonable in the circumstances to ensure the security of a meeting including, without limitation, the searching of any person attending the meeting and the imposing of restrictions on the items of personal property that may be taken into the meeting place. The Board may refuse entry to, or eject from, a meeting a person who refuses to comply with any such arrangements or restrictions.

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Adjournment,postponement and cancellation

11.8	A<br> meeting may be:
(a)	postponed<br> or cancelled prior to the meeting at the discretion of the Directors by written notice provided to all persons entitled to attend<br> the meeting, unless the meeting was requisitioned by Members or otherwise called by Members pursuant to Article 10; or
---	---
(b)	adjourned,<br> with or without an appointed date for resumption, at any time during the meeting at the discretion of the chairman with the consent<br> of the Members constituting a quorum.
---	---
11.9	The<br> chairman must adjourn the meeting if so directed by Members constituting a quorum at the meeting. No business, however, can be transacted<br> at an adjourned or postponed meeting other than business which might properly have been transacted at the original meeting.
---	---
11.10	Should<br> a meeting be adjourned for more than 7 Clear Days, whether because of a lack of quorum or otherwise, Members shall be given at least<br> seven Clear Days’ notice of the date, time and place of the adjourned meeting and the general nature of the business to be<br> transacted. Otherwise it shall not be necessary to give any notice of the adjournment.
---	---

Methodof voting

11.11	A<br> resolution put to the vote of the meeting shall be decided on a poll.

Takingof a poll

11.12

A poll on the question of adjournment shall be taken immediately.

11.13

A poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who need not be Members) and fix a place and time for declaring the result of the poll. If, through the aid of technology, the meeting is held virtually or in more than one place, the chairman may appoint scrutineers virtually and in more than one place; but if he considers that the poll cannot be effectively monitored at that meeting, the chairman shall adjourn the holding of the poll to a date, place and time when that can occur.

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Chairman’scasting vote

11.14	In<br> the case of an equality of votes, the chairman of the meeting at which the poll is taken shall be entitled to a second or casting<br> vote.

Writtenresolutions

11.15	Members<br> may pass a resolution in writing without holding a meeting if the following conditions are met:
(a)	all<br> Members entitled to vote are given notice of the resolution as if the same were being proposed at a meeting of Members;
---	---

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| --- | | (b) | all Members entitled so to vote; | | --- | --- | | (i) | sign a document; or | | --- | --- | | (ii) | sign several documents in the like form each signed by one or more of those Members; and | | --- | --- | | (c) | the signed document or documents is or are delivered to the Company, including, if the Company so nominates, by delivery of an Electronic Record by Electronic means to the address specified for that purpose. | | --- | --- | | (d) | Such written resolution shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held. | | --- | --- | | 11.16 | If a written resolution is described as a Special Resolution or as an Ordinary Resolution, it has effect accordingly. | | --- | --- | | 11.17 | The Directors may determine the manner in which written resolutions shall be put to Members. In particular, they may provide, in the form of any written resolution, for each Member to indicate, out of the number of votes the Member would have been entitled to cast at a meeting to consider the resolution, how many votes he wishes to cast in favour of the resolution and how many against the resolution or to be treated as abstentions. The result of any such written resolution shall be determined on the same basis as on a poll. | | --- | --- |

Sole-MemberCompany

11.18	If<br> the Company has only one Member, and the Member records in writing his decision on a question, that record shall constitute both<br> the passing of a resolution and the minute of it.
12	Voting rights of Members
---	---

Rightto vote

12.1	Unless<br> their Shares carry no right to vote, or unless a call or other amount presently payable has not been paid, all Members are entitled<br> to vote at a general meeting, and all Members holding Shares of a particular class of Shares are entitled to vote at a meeting of<br> the holders of that class of Shares.
12.2	Members<br> may vote in person or by proxy.
---	---
12.3	On<br> a poll a Member shall have one vote for each Share he holds, unless any Share carries special voting rights.
---	---
12.4	No<br> Member is bound to vote on his Shares or any of them; nor is he bound to vote each of his Shares in the same way.
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Rightsof joint holders

12.5	If<br> Shares are held jointly, only one of the joint holders may vote. If more than one of the joint holders tenders a vote, the vote of<br> the holder whose name in respect of those Shares appears first in the register of Members shall be accepted to the exclusion of the<br> votes of the other joint holder.

Representationof corporate Members

12.6	Save<br> where otherwise provided, a corporate Member must act by a duly authorised representative.
12.7	A<br> corporate Member wishing to act by a duly authorised representative must identify that person to the Company by notice in writing.
---	---
12.8	The<br> authorisation may be for any period of time, and must be delivered to the Company before the commencement of the meeting at which<br> it is first used.
---	---
12.9	The<br> Directors of the Company may require the production of any evidence which they consider necessary to determine the validity of the<br> notice.
---	---
12.10	Where<br> a duly authorised representative is present at a meeting that Member is deemed to be present in person; and the acts of the duly<br> authorised representative are personal acts of that Member.
---	---
12.11	A<br> corporate Member may revoke the appointment of a duly authorised representative at any time by notice to the Company; but such revocation<br> will not affect the validity of any acts carried out by the duly authorised representative before the Directors of the Company had<br> actual notice of the revocation.
---	---

Memberwith mental disorder

12.12

A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Cayman Islands or elsewhere) in matters concerning mental disorder may vote by that Member’s receiver, curator bonis or other person authorised in that behalf appointed by that court.

12.13

For the purpose of the preceding Article, evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote must be received not less than 24 hours before holding the relevant meeting or the adjourned meeting in any manner specified for the delivery of forms of appointment of a proxy, whether in writing or by Electronic means. In default, the right to vote shall not be exercisable.

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Objectionsto admissibility of votes

12.14	An<br> objection to the validity of a person’s vote may only be raised at the meeting or at the adjourned meeting at which the vote<br> is sought to be tendered. Any objection duly made shall be referred to the chairman whose decision shall be final and conclusive.

Formof proxy

12.15	An<br> instrument appointing a proxy shall be in any common form or in any other form approved by the Directors.
12.16	The<br> instrument must be in writing and signed in one of the following ways:
---	---
(a)	by<br> the Member; or
---	---
(b)	by<br> the Member’s authorised attorney; or
---	---
(c)	if<br> the Member is a corporation or other body corporate, under seal or signed by an authorised officer, secretary or attorney.
---	---

If the Directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles about authentication of Electronic Records.

12.17	The<br> Directors may require the production of any evidence which they consider necessary to determine the validity of any appointment of<br> a proxy.
12.18	A<br> Member may revoke the appointment of a proxy at any time by notice to the Company duly signed in accordance with Article 12.16.
---	---
12.19	No<br> revocation by a Member of the appointment of a proxy made in accordance with Article 12.18 will affect the validity of any acts carried<br> out by the relevant proxy before the Directors of the Company had actual notice of the revocation.
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Howand when proxy is to be delivered

12.20	Subject<br> to the following Articles, the Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy<br> sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place and the time<br> (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at<br> which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the notice<br> convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the form of appointment of a proxy<br> and any authority under which it is signed (or a copy of the authority certified notarially or in any other way approved by the Directors)<br> must be delivered so that it is received by the Company before the time for holding the meeting or adjourned meeting at which the<br> person named in the form of appointment of proxy proposes to vote. They must be delivered in either of the following ways:
(a)	In<br> the case of an instrument in writing, it must be left at or sent by post:
---	---
(i)	to<br> the registered office of the Company; or
---	---
(ii)	to<br> such other place within the Cayman Islands specified in the notice convening the meeting or in any form of appointment of proxy sent<br> out by the Company in relation to the meeting.
---	---
(b)	If,<br> pursuant to the notice provisions, a notice may be given to the Company in an Electronic Record, an Electronic Record of an appointment<br> of a proxy must be sent to the address specified pursuant to those provisions unless another address for that purpose is specified:
---	---
(i)	in<br> the notice convening the meeting; or
---	---
(ii)	in<br> any form of appointment of a proxy sent out by the Company in relation to the meeting; or
---	---
(iii)	in<br> any invitation to appoint a proxy issued by the Company in relation to the meeting.
---	---
(c)	Notwithstanding<br> Article 12.20(a) and Article 12.20(b), the chairman of the Company may, in any event at his discretion, direct that an instrument<br> of proxy shall be deemed to have been duly deposited.
---	---
12.21	If<br> the form of appointment of proxy is not delivered on time, it is invalid.
---	---
12.22	When<br> two or more valid but differing appointments of proxy are delivered or received in respect of the same Share for use at the same<br> meeting and in respect of the same matter, the one which is last validly delivered or received (regardless of its date or of the<br> date of its execution) shall be treated as replacing and revoking the other or others as regards that Share. lf the Company is unable<br> to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that<br> Share.
---	---
12.23	The<br> Board may at the expense of the Company send forms of appointment of proxy to the Members by post (that is to say, pre-paying and<br> posting a letter), or by Electronic communication or otherwise (with or without provision for their return by pre-paid post) for<br> use at any general meeting or at any separate meeting of the holders of any class of Shares, either blank or nominating as proxy<br> in the alternative any one or more of the Directors or any other person. lf for the purpose of any meeting invitations to appoint<br> as proxy a person or one of a number of persons specified in the invitations are issued at the Company’s expense, they shall<br> be issued to all (and not to some only) of the Members entitled to be sent notice of the meeting and to vote at it. The accidental<br> omission to send such a form of appointment or to give such an invitation to, or the non-receipt of such form of appointment by,<br> any Member entitled to attend and vote at a meeting shall not invalidate the proceedings at that meeting
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Votingby proxy

12.24	A<br> proxy shall have the same voting rights at a meeting or adjourned meeting as the Member would have had except to the extent that<br> the instrument appointing him limits those rights. Notwithstanding the appointment of a proxy, a Member may attend and vote at a<br> meeting or adjourned meeting. If a Member votes on any resolution a vote by his proxy on the same resolution, unless in respect of<br> different Shares, shall be invalid.
12.25	The<br> appointment of a proxy shall not confer on that proxy any right to speak at the meeting, except with the permission of the chairman<br> of the meeting.
---	---
13	Number of Directors
---	---
13.1	There<br> shall be a Board consisting of not less than one person provided however that the Company may by Ordinary Resolution increase or<br> reduce the limits in the number of Directors. Unless fixed by Ordinary Resolution, the maximum number of Directors shall be unlimited.
---	---
14	Appointment, disqualification and removal of Directors
---	---

Noage limit

14.1	There<br> is no age limit for Directors save that they must be at least eighteen years of age.

CorporateDirectors

14.2	Unless<br> prohibited by law, a body corporate may be a Director. If a body corporate is a Director, the Articles about representation of corporate<br> Members at general meetings apply, mutatis mutandis, to the Articles about Directors’ meetings.

Noshareholding qualification

14.3	Unless<br> a shareholding qualification for Directors is fixed by Ordinary Resolution, no Director shall be required to own Shares as a condition<br> of his appointment.

Appointmentof Directors

14.4

The Directors shall be divided into two classes: Class A and Class B. An executive Director shall be a Class A Director (a Class A Director). Each Independent Director shall be a Class B Director (a Class B Director) . Any Director that is not an Independent Director but is non-executive shall also be a Class B Director. Upon the adoption of the Articles, the existing Directors shall by resolution classify themselves as Class A or Class B as applicable. A Director may be appointed by Ordinary Resolution or by the Directors. Any appointment may be to fill a vacancy or as an additional Director.

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| --- | | 14.5 | The remaining Director(s) may appoint a Director even though there is not a quorum of Directors. | | --- | --- | | 14.6 | No appointment can cause the number of Directors to exceed the maximum (if one is set); and any such appointment shall be invalid. | | --- | --- | | 14.7 | For so long as Shares are listed on a Designated Stock Exchange, the Directors shall include at least such number of Independent Directors as applicable law, rules or regulations or the Designated Stock Exchange Rules require as determined by the Board. | | --- | --- |

Board’spower to appoint Directors

14.8

Without prejudice to the Company’s power to appoint a person to be a Director pursuant to these Articles, the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board, subject to the total number of Directors not exceeding any maximum number fixed by or in accordance with these Articles.

Termof appointment

14.9	Subject<br> to all applicable laws and the Designated Stock Exchange Rules:
(a)	each<br> Class A Director shall hold office until such Director resigns, is removed from office, or otherwise vacates the office. There shall<br> be no requirement for any Class A Director to retire or be re-elected at any annual general meeting of the Company or upon any specified<br> event. A Class A Director elected to fill a vacancy resulting from the death, resignation or removal of a Director shall serve for<br> the remainder of the full term of the Director whose death, resignation or removal shall have created such vacancy and until his<br> successor shall have been elected and qualified.
---	---
(b)	an<br> appointment of a Class B Director may be on terms that the Director shall automatically retire from office (unless he has sooner<br> vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a<br> written agreement between the Company and the Class B Director, if any; but no such term shall be implied in the absence of express<br> provision. Each Class B Director whose term of office expires shall be eligible for re-election at a meeting of the Shareholders<br> or re-appointment by the Board.
---	---

Removalof Directors

14.10	A<br> Director may be removed by Ordinary Resolution.

Resignationof Directors

14.11	A<br> Director may at any time resign office by giving to the Company notice in writing or, if permitted pursuant to the notice provisions,<br> in an Electronic Record delivered in either case in accordance with those provisions.

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| --- | | 14.12 | Unless the notice specifies a different date, the Director shall be deemed to have resigned on the date that the notice is delivered to the Company. | | --- | --- |

Terminationof the office of Director

14.13	A<br> Director may retire from office as a Director by giving notice in writing to that effect to the Company at the registered office,<br> which notice shall be effective upon such date as may be specified in the notice, failing which upon delivery to the registered office.
14.14	Without<br> prejudice to the provisions in these Articles for retirement (by rotation or otherwise), a Director’s office shall be terminated<br> forthwith if:
---	---
(a)	he<br> is prohibited by the law of the Cayman Islands from acting as a Director; or
---	---
(b)	he<br> is made bankrupt or makes an arrangement or composition with his creditors generally; or
---	---
(c)	he<br> resigns his office by notice to the Company; or
---	---
(d)	he<br> only held office as a Director for a fixed term and such term expires; or
---	---
(e)	in<br> the opinion of a registered medical practitioner by whom he is being treated he becomes physically or mentally incapable of acting<br> as a Director; or
---	---
(f)	he<br> is given notice by the majority of the other Directors (not being less than two in number) to vacate office (without prejudice to<br> any claim for damages for breach of any agreement relating to the provision of the services of such Director); or
---	---
(g)	he<br> is made subject to any law relating to mental health or incompetence, whether by court order or otherwise; or
---	---
(h)	without<br> the consent of the other Directors, he is absent from meetings of Directors for a continuous period of six months.
---	---
15	Alternate Directors
---	---

Appointmentand removal

15.1	Any<br> Director may appoint any other person, including another Director, to act in his place as an alternate Director. No appointment shall<br> take effect until the Director has given notice of the appointment to the Board.
15.2	A<br> Director may revoke his appointment of an alternate at any time. No revocation shall take effect until the Director has given notice<br> of the revocation to the Board.
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| --- | | 15.3 | A notice of appointment or removal of an alternate Director shall be effective only if given to the Company by one or more of the following methods: | | --- | --- | | (a) | by notice in writing in accordance with the notice provisions contained in these Articles; | | --- | --- | | (b) | if the Company has a facsimile address for the time being, by sending by facsimile transmission to that facsimile address a facsimile copy or, otherwise, by sending by facsimile transmission to the facsimile address of the Company’s registered office a facsimile copy (in either case, the facsimile copy being deemed to be the notice unless Article 29.7 applies), in which event notice shall be taken to be given on the date of an error-free transmission report from the sender’s fax machine; | | --- | --- | | (c) | if the Company has an email address for the time being, by emailing to that email address a scanned copy of the notice as a PDF attachment or, otherwise, by emailing to the email address provided by the Company’s registered office a scanned copy of the notice as a PDF attachment (in either case, the PDF version being deemed to be the notice unless Article 29.7 applies), in which event notice shall be taken to be given on the date of receipt by the Company or the Company’s registered office (as appropriate) in readable form; or | | --- | --- | | (d) | if permitted pursuant to the notice provisions, in some other form of approved Electronic Record delivered in accordance with those provisions in writing. | | --- | --- |

Notices

15.4	All<br> notices of meetings of Directors shall continue to be given to the appointing Director and not to the alternate.

Rightsof alternate Director

15.5

An alternate Director shall be entitled to attend and vote at any Board meeting or meeting of a committee of the Directors at which the appointing Director is not personally present, and generally to perform all the functions of the appointing Director in his absence. An alternate Director, however, is not entitled to receive any remuneration from the Company for services rendered as an alternate Director.

Appointmentceases when the appointor ceases to be a Director

15.6	An<br> alternate Director shall cease to be an alternate Director if:
(a)	the<br> Director who appointed him ceases to be a Director; or
---	---
(b)	the<br> Director who appointed him revokes his appointment by notice delivered to the Board or to the registered office of the Company or<br> in any other manner approved by the Board; or
---	---
(c)	in<br> any event happens in relation to him which, if he were a Director of the Company, would cause his office as Director to be vacated.
---	---

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Statusof alternate Director

15.7	An<br> alternate Director shall carry out all functions of the Director who made the appointment.
15.8	Save<br> where otherwise expressed, an alternate Director shall be treated as a Director under these Articles.
---	---
15.9	An<br> alternate Director is not the agent of the Director appointing him.
---	---
15.10	An<br> alternate Director is not entitled to any remuneration for acting as alternate Director.
---	---

Statusof the Director making the appointment

15.11	A<br> Director who has appointed an alternate is not thereby relieved from the duties which he owes the Company.
16	Powers of Directors
---	---

Powersof Directors

16.1	Subject<br> to the provisions of the Act, the Memorandum and these Articles the business of the Company shall be managed by the Directors who<br> may for that purpose exercise all the powers of the Company.
16.2	No<br> prior act of the Directors shall be invalidated by any subsequent alteration of the Memorandum or these Articles. However, to the<br> extent allowed by the Act, Members may, by Special Resolution, validate any prior or future act of the Directors which would otherwise<br> be in breach of their duties.
---	---

Directorsbelow the minimum number

16.3

lf the number of Directors is less than the minimum prescribed in accordance with these Articles, the remaining Director or Directors shall act only for the purposes of appointing an additional Director or Directors to make up such minimum or of convening a general meeting of the Company for the purpose of making such appointment. lf there are no Director or Directors able or willing to act, any two Members may summon a general meeting for the purpose of appointing Directors. Any additional Director so appointed shall hold office (subject to these Articles) only until the dissolution of the annual general meeting next following such appointment unless he is re-elected during such meeting.

Appointmentsto office

16.4	The<br> Directors may appoint a Director:
(a)	as<br> chairman of the Board;
---	---
(b)	as<br> managing Director;
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| 33 |

| --- | | (c) | to any other executive office, | | --- | --- |

for such period, and on such terms, including as to remuneration as they think fit.

16.5	The<br> appointee must consent in writing to holding that office.
16.6	Where<br> a chairman is appointed he shall, unless unable to do so, preside at every meeting of Directors.
---	---
16.7	If<br> there is no chairman, or if the chairman is unable to preside at a meeting, that meeting may select its own chairman; or the Directors<br> may nominate one of their number to act in place of the chairman should he ever not be available.
---	---
16.8	Subject<br> to the provisions of the Act, the Directors may also appoint and remove any person, who need not be a Director:
---	---
(a)	as<br> Secretary; and
---	---
(b)	to<br> any office that may be required
---	---

for such period and on such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the Directors decide.

16.9	The<br> Secretary or Officer must consent in writing to holding that office.
16.10	A<br> Director, Secretary or other Officer of the Company may not the hold the office, or perform the services, of auditor.
---	---

Provisionsfor employees

16.11	The<br> Board may make provision for the benefit of any persons employed or formerly employed by the Company or any of its subsidiary undertakings<br> (or any member of his family or any person who is dependent on him) in connection with the cessation or the transfer to any person<br> of the whole or part of the undertaking of the Company or any of its subsidiary undertakings.

Exerciseof voting rights

16.12

The Board may exercise the voting power conferred by the Shares in any body corporate held or owned by the Company in such manner in all respects as it thinks fit (including, without limitation, the exercise of that power in favour of any resolution appointing any Director as a Director of such body corporate, or voting or providing for the payment of remuneration to the Directors of such body corporate).

Remuneration

16.13	Every<br> Director may be remunerated by the Company for the services he provides for the benefit of the Company, whether as Director, employee<br> or otherwise, and shall be entitled to be paid for the expenses incurred in the Company’s business including attendance at<br> Directors’ meetings.

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| --- | | 16.14 | Until otherwise determined by the Company by Ordinary Resolution, the Directors (other than alternate Directors) shall be entitled to such remuneration by way of fees for their services in the office of Director as the Directors may determine. | | --- | --- | | 16.15 | Remuneration may take any form and may include arrangements to pay pensions, health insurance, death or sickness benefits, whether to the Director or to any other person connected to or related to him. | | --- | --- | | 16.16 | Unless his fellow Directors determine otherwise, a Director is not accountable to the Company for remuneration or other benefits received from any other company which is in the same group as the Company or which has common shareholdings. | | --- | --- |

Disclosureof information

16.17	Subject<br> to the compliance with applicable laws, including the federal securities laws of the United States, the Directors may release or<br> disclose to a third party any information regarding the affairs of the Company, including any information contained in the register<br> of Members relating to a Member, (and they may authorise any Director, Officer or other authorised agent of the Company to release<br> or disclose to a third party any such information in his possession) if:
(a)	the<br> Company or that person, as the case may be, is lawfully required to do so under the laws of any jurisdiction to which the Company<br> is subject; or
---	---
(b)	such<br> disclosure is in compliance with the Designated Stock Exchange Rules; or
---	---
(c)	such<br> disclosure is in accordance with any contract entered into by the Company; or
---	---
(d)	the<br> Directors are of the opinion such disclosure would assist or facilitate the Company’s operations.
---	---
17	Delegation of powers
---	---

Powerto delegate any of the Directors’ powers to a committee

17.1

The Directors may delegate any of their powers to any committee consisting of one or more persons who need not be Members. Persons on the committee may include non-Directors so long as the majority of those persons are Directors. For so long as Shares are listed on a Designated Stock Exchange, any such committee shall be made up of such number of Independent Directors as required from time to time by the Designated Stock Exchange Rules or otherwise required by applicable law.

17.2

The delegation may be collateral with, or to the exclusion of, the Directors’ own powers.

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| --- | | 17.3 | The delegation may be on such terms as the Directors think fit, including provision for the committee itself to delegate to a sub-committee; save that any delegation must be capable of being revoked or altered by the Directors at will. | | --- | --- | | 17.4 | Unless otherwise permitted by the Directors, a committee must follow the procedures prescribed for the taking of decisions by Directors. | | --- | --- | | 17.5 | For so long as Shares are listed on a Designated Stock Exchange, the Board shall establish an audit committee, a compensation committee and a nominating and corporate governance committee. Each of these committees shall be empowered to do all things necessary to exercise the rights of such committee set forth in these Articles. Each of the audit committee, compensation committee and nominating and corporate governance committee shall consist of at least three Directors (or such larger minimum number as may be required from time to time by the Designated Stock Exchange Rules). The committees shall be made up of such number of Independent Directors as required from time to time by the Designated Stock Exchange Rules or otherwise required by applicable law, subject to any exemptions permitted under the Designated Stock Exchange Rules and other applicable laws. | | --- | --- |

Localboards

17.6	The<br> Board may establish any local or divisional board or agency for managing any of the affairs of the Company whether in the Cayman<br> Islands or elsewhere and may appoint any persons to be members of a local or divisional Board, or to be managers or agents, and may<br> fix their remuneration.
17.7	The<br> Board may delegate to any local or divisional board, manager or agent any of its powers and authorities (with power to sub-delegate)<br> and may authorise the members of any local or divisional board or any of them to fill any vacancies and to act notwithstanding vacancies.
---	---
17.8	Any<br> appointment or delegation under this Article 17.8 may be made on such terms and subject to such conditions as the Board thinks fit<br> and the Board may remove any person so appointed, and may revoke or vary any delegation.
---	---

Powerto appoint an agent of the Company

17.9	The<br> Directors may appoint any person, either generally or in respect of any specific matter, to be the agent of the Company with or without<br> authority for that person to delegate all or any of that person’s powers. The Directors may make that appointment:
(a)	by<br> causing the Company to enter into a power of attorney or agreement; or
---	---
(b)	in<br> any other manner they determine.
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Powerto appoint an attorney or authorised signatory of the Company

17.10	The<br> Directors may appoint any person, whether nominated directly or indirectly by the Directors, to be the attorney or the authorised<br> signatory of the Company. The appointment may be:
(a)	for<br> any purpose;
---	---
(b)	with<br> the powers, authorities and discretions;
---	---
(c)	for<br> the period; and
---	---
(d)	subject<br> to such conditions
---	---

as they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the Directors under these Articles. The Directors may do so by power of attorney or any other manner they think fit.

17.11	Any<br> power of attorney or other appointment may contain such provision for the protection and convenience for persons dealing with the<br> attorney or authorised signatory as the Directors think fit. Any power of attorney or other appointment may also authorise the attorney<br> or authorised signatory to delegate all or any of the powers, authorities and discretions vested in that person.
17.12	The<br> Board may remove any person appointed under Article 17.10 and may revoke or vary the delegation.
---	---

BorrowingPowers

17.13

The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets both present and future and uncalled capital, or any part thereof, and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or its parent undertaking (if any) or any subsidiary undertaking of the Company or of any third party.

CorporateGovernance

17.14

The Board may, from time to time, and except as required by applicable law or the Designated Stock Exchange Rules, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives of the Company, which shall be intended to set forth the guiding principles and policies of the Company and the Board on various corporate governance related matters as the Board shall determine by resolution from time to time.

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Regulationof Directors’ meetings

18.1	Subject<br> to the provisions of these Articles, the Directors may regulate their proceedings as they think fit.

Callingmeetings

18.2	Any<br> Director may call a meeting of Directors at any time. The Secretary must call a meeting of the Directors if requested to do so by<br> a Director.

Noticeof meetings

18.3	Notice<br> of a Board meeting may be given to a Director personally or by word of mouth or given in writing or by Electronic communications<br> at such address as he may from time to time specify for this purpose (or, if he does not specify an address, at his last known address).<br> A Director may waive his right to receive notice of any meeting either prospectively or retrospectively.

Useof technology

18.4	A<br> Director may participate in a meeting of Directors through the medium of conference telephone, video or any other form of communications<br> equipment providing all persons participating in the meeting are able to hear and speak to each other throughout the meeting.
18.5	A<br> Director participating in this way is deemed to be present in person at the meeting.
---	---

Quorum

18.6	The<br> quorum for the transaction of business at a meeting of Directors shall be two unless the Directors fix some other number.

Chairmanor deputy to preside

18.7

The chairman of the Board shall be Dr. Tham Seng Kong, as long as Dr. Tham Seng Kong is a Director. In the event that Dr. Tham Seng Kong is no longer a Director, the Board may appoint a chairman and one or more deputy chairman or chairmen and may at any time revoke any such appointment by the affirmative vote of a simple majority of the Directors then in office, and the period for which the chairman will hold office will also be determined by the affirmative vote of a simple majority of the Directors then in office.

18.8

The chairman, or failing him any deputy chairman (the longest in office taking precedence if more than one is present), shall preside at all Board meetings. If no chairman or deputy chairman has been appointed, or if he is not present within five minutes after the time fixed for holding the meeting, or is unwilling to act as chairman of the meeting, the Directors present shall choose one of their number to act as chairman of the meeting.

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Voting

18.9	A<br> question which arises at a Board meeting shall be decided by a majority of votes. If votes are equal the chairman may, if he wishes,<br> exercise a casting vote.

Recordingof dissent

18.10	A<br> Director present at a meeting of Directors shall be presumed to have assented to any action taken at that meeting unless:
(a)	his<br> dissent is entered in the minutes of the meeting; or
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(b)	he<br> has filed with the meeting before it is concluded signed dissent from that action; or
---	---
(c)	he<br> has forwarded to the Company as soon as practical following the conclusion of that meeting signed dissent.
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A Director who votes in favour of an action is not entitled to record his dissent to it.

Writtenresolutions

18.11	The<br> Directors may pass a resolution in writing without holding a meeting if all Directors sign a document or sign several documents in<br> the like form each signed by one or more of those Directors.
18.12	A<br> written resolution signed by a validly appointed alternate Director need not also be signed by the appointing Director.
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18.13	A<br> written resolution signed personally by the appointing Director need not also be signed by his alternate.
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18.14	A<br> resolution in writing passed pursuant to Article 18.11, Article 18.12 and/or Article 18.13 shall be as effective as if it had been<br> passed at a meeting of the Directors duly convened and held; and it shall be treated as having been passed on the day and at the<br> time that the last Director signs (and for the avoidance of doubt, such day may or may not be a Business Day).
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Validityof acts of Directors in spite of formal defect

18.15

All acts done by a meeting of the Board, or of a committee of the Board, or by any person acting as a Director or an alternate Director, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or alternate Director or member of the committee, or that any of them were disqualified or had vacated office or were not entitled to vote, be as valid as if every such person had been duly appointed and qualified and had continued to be a Director or alternate Director and had been entitled to vote.

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19.1	A<br> Director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction<br> with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors<br> by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract<br> or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard<br> to any contract so made or transaction so consummated. Subject to the Designated Stock Exchange Rules and disqualification by the<br> chairman of the relevant Board meeting, a Director may vote in respect of any contract or transaction or proposed contract or transaction<br> notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum<br> at any meeting of the Directors at which any such contract or transaction or proposed contract or transaction shall come before the<br> meeting for consideration.
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19.2	For<br> the purposes of the preceding Article:
---	---
(a)	a<br> general notice that a Director gives to the other Directors that he is to be regarded as having an interest of the nature and extent<br> specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be<br> deemed to be a disclosure that he has an interest in or duty in relation to any such transaction of the nature and extent so specified;<br> and
---	---
(b)	an<br> interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated<br> as an interest of his.
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20	Minutes
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20.1	The<br> Company shall cause minutes to be made in books of:
---	---
(a)	all<br> appointments of Officers and committees made by the Board and of any such Officer’s remuneration; and
---	---
(b)	the<br> names of Directors present at every meeting of the Directors, a committee of the Board, the Company or the holders of any class of<br> shares or debentures, and all orders, resolutions and proceedings of such meetings.
---	---
20.2	Any<br> such minutes, if purporting to be signed by the chairman of the meeting at which the proceedings were held or by the chairman of<br> the next succeeding meeting or the Secretary, shall be prima facie evidence of the matters stated in them.
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21	Accounts and audit
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21.1	The<br> Directors must ensure that proper accounting and other records are kept, and that accounts and associated reports are distributed<br> in accordance with the requirements of the Act.
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| --- | | 21.2 | The books of account shall be kept at the registered office of the Company and shall always be open to inspection by the Directors. No Member (other than a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by the Act or as authorised by the Directors or by Ordinary Resolution. | | --- | --- | | 21.3 | Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31 March in each year and begin on 1 April in each year. | | --- | --- |

Auditors

21.4	The<br> Directors may appoint an Auditor of the Company who shall hold office on such terms as the Directors determine.
21.5	At<br> any general meeting convened and held at any time in accordance with these Articles, the Members may, by Ordinary Resolution, remove<br> the Auditor before the expiration of his term of office. If they do so, the Members shall, by Ordinary Resolution, at that meeting<br> appoint another Auditor in his stead for the remainder of his term.
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21.6	The<br> Auditors shall examine such books, accounts and vouchers; as may be necessary for the performance of their duties.
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21.7	The<br> Auditors shall, if so requested by the Directors, make a report on the accounts of the Company during their tenure of office at the<br> next annual general meeting following their appointment, and at any time during their term of office, upon request of the Directors<br> or any general meeting of the Company.
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22	Record dates
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22.1	Except<br> to the extent of any conflicting rights attached to Shares, the resolution declaring a dividend on Shares of any class, whether it<br> be an Ordinary Resolution of the Members or a Director’s resolution, may specify that the dividend is payable or distributable<br> to the persons registered as the holders of those Shares at the close of business on a particular date, notwithstanding that the<br> date may be a date prior to that on which the resolution is passed.
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22.2	If<br> the resolution does so specify, the dividend shall be payable or distributable to the persons registered as the holders of those<br> Shares at the close of business on the specified date in accordance with their respective holdings so registered, but without prejudice<br> to the rights inter se in respect of the dividend of transferors and transferees of any of those Shares.
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22.3	The<br> provisions of this Article apply, mutatis mutandis, to bonuses, capitalisation issues, distributions of realised capital profits<br> or offers or grants made by the Company to the Members.
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Sourceof dividends

23.1	Dividends<br> may be declared and paid out of any funds of the Company lawfully available for distribution.
23.2	Subject<br> to the requirements of the Act regarding the application of a company’s Share premium account and with the sanction of an Ordinary<br> Resolution, dividends may also be declared and paid out of any share premium account.
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Declarationof dividends by Members

23.3	Subject<br> to the provisions of the Act, the Company may by Ordinary Resolution declare dividends in accordance with the respective rights of<br> the Members but no dividend shall exceed the amount recommended by the Directors.

Paymentof interim dividends and declaration of final dividends by Directors

23.4	The<br> Directors may declare and pay interim dividends or recommend final dividends in accordance with the respective rights of the Members<br> if it appears to them that they are justified by the financial position of the Company and that such dividends may lawfully be paid.
23.5	Subject<br> to the provisions of the Act, in relation to the distinction between interim dividends and final dividends, the following applies:
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(a)	Upon<br> determination to pay a dividend or dividends described as interim by the Directors in the dividend resolution, no debt shall be created<br> by the declaration until such time as payment is made.
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(b)	Upon<br> declaration of a dividend or dividends described as final by the Directors in the dividend resolution, a debt shall be created immediately<br> following the declaration, the due date to be the date the dividend is stated to be payable in the resolution.
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If the resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.

23.6

In relation to Shares carrying differing rights to dividends or rights to dividends at a fixed rate, the following applies:

(a)

If the share capital is divided into different classes, the Directors may pay dividends on Shares which confer deferred or non-preferred rights with regard to dividends as well as on Shares which confer preferential rights with regard to dividends but no dividend shall be paid on Shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears.

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| --- | | (b) | The Directors may also pay, at intervals settled by them, any dividend payable at a fixed rate if it appears to them that there are sufficient funds of the Company lawfully available for distribution to justify the payment. | | --- | --- | | (c) | If the Directors act in good faith, they shall not incur any liability to the Members holding Shares conferring preferred rights for any loss those Members may suffer by the lawful payment of the dividend on any Shares having deferred or non-preferred rights. | | --- | --- |

Apportionmentof dividends

23.7

Except as otherwise provided by the rights attached to Shares all dividends shall be declared and paid according to the amounts Paid Up on the Shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amount Paid Up on the Shares during the time or part of the time in respect of which the dividend is paid. But if a Share is issued on terms providing that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly.

Rightof set off

23.8	The<br> Directors may deduct from a dividend or any other amount payable to a person in respect of a Share any amount due by that person<br> to the Company on a call or otherwise in relation to a Share.

Powerto pay other than in cash

23.9	If<br> the Directors so determine, any resolution declaring a dividend may direct that it shall be satisfied wholly or partly by the distribution<br> of assets. If a difficulty arises in relation to the distribution, the Directors may settle that difficulty in any way they consider<br> appropriate. For example, they may do any one or more of the following:
(a)	issue<br> fractional Shares;
---	---
(b)	fix<br> the value of assets for distribution and make cash payments to some Members on the footing of the value so fixed in order to adjust<br> the rights of Members; and
---	---
(c)	vest<br> some assets in trustees.
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Howpayments may be made

23.10	A<br> dividend or other monies payable on or in respect of a Share may be paid in any of the following ways:
(a)	if<br> the Member holding that Share or other person entitled to that Share nominates a bank account for that purpose - by wire transfer<br> to that bank account; or
---	---
(b)	by<br> cheque or warrant sent by post to the registered address of the Member holding that Share or other person entitled to that Share.
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| --- | | 23.11 | For the purposes of Article 23.10(a), the nomination may be in writing or in an Electronic Record and the bank account nominated may be the bank account of another person. For the purposes of Article 23.10(b), subject to any applicable law or regulation, the cheque or warrant shall be made to the order of the Member holding that Share or other person entitled to the Share or to his nominee, whether nominated in writing or in an Electronic Record, and payment of the cheque or warrant shall be a good discharge to the Company. | | --- | --- | | 23.12 | If two or more persons are registered as the holders of the Share or are jointly entitled to it by reason of the death or bankruptcy of the registered holder (Joint Holders), a dividend (or other amount) payable on or in respect of that Share may be paid as follows: | | --- | --- | | (a) | to the registered address of the Joint Holder of the Share who is named first on the register of Members or to the registered address of the deceased or bankrupt holder, as the case may be; or | | --- | --- | | (b) | to the address or bank account of another person nominated by the Joint Holders, whether that nomination is in writing or in an Electronic Record. | | --- | --- | | 23.13 | Any Joint Holder of a Share may give a valid receipt for a dividend (or other amount) payable in respect of that Share. | | --- | --- |

Dividendsor other monies not to bear interest in absence of special rights

23.14	Unless<br> provided for by the rights attached to a Share, no dividend or other monies payable by the Company in respect of a Share shall bear<br> interest.

Dividendsunable to be paid or unclaimed

23.15	If<br> a dividend cannot be paid to a Member or remains unclaimed within six weeks after it was declared or both, the Directors may pay<br> it into a separate account in the Company’s name. If a dividend is paid into a separate account, the Company shall not be constituted<br> trustee in respect of that account and the dividend shall remain a debt due to the Member.
23.16	A<br> dividend that remains unclaimed for a period of six years after it became due for payment shall be forfeited to, and shall cease<br> to remain owing by, the Company.
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24	Capitalisation of profits
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Capitalisationof profits or of any share premium account or capital redemption reserve;

24.1	The<br> Directors may resolve to capitalise:
(a)	any<br> part of the Company’s profits not required for paying any preferential dividend (whether or not those profits are available<br> for distribution); or
---	---
(b)	any<br> sum standing to the credit of the Company’s share premium account or capital redemption reserve, if any.
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| --- | | 24.2 | The amount resolved to be capitalised must be appropriated to the Members who would have been entitled to it had it been distributed by way of dividend and in the same proportions. The benefit to each Member so entitled must be given in either or both of the following ways:: | | --- | --- | | (a) | by paying up the amounts unpaid on that Member’s Shares; | | --- | --- | | (b) | by issuing Fully Paid Up Shares, debentures or other securities of the Company to that Member or as that Member directs. The Directors may resolve that any Shares issued to the Member in respect of Partly Paid Up Shares (Original Shares) rank for dividend only to the extent that the Original Shares rank for dividend while those Original Shares remain Partly Paid Up. | | --- | --- |

Applyingan amount for the benefit of Members

24.3	The<br> amount capitalised must be applied to the benefit of Members in the proportions to which the Members would have been entitled to<br> dividends if the amount capitalised had been distributed as a dividend.
24.4	Subject<br> to the Act, if a fraction of a Share, a debenture or other security is allocated to a Member, the Directors may issue a fractional<br> certificate to that Member or pay him the cash equivalent of the fraction.
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25	Share Premium Account
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Directorsto maintain share premium account

25.1	The<br> Directors shall establish a share premium account in accordance with the Act. They shall carry to the credit of that account from<br> time to time an amount equal to the amount or value of the premium paid on the issue of any Share or capital contributed or such<br> other amounts required by the Act.

Debitsto share premium account

25.2	The<br> following amounts shall be debited to any share premium account:
(a)	on<br> the redemption or purchase of a Share, the difference between the nominal value of that Share and the redemption or purchase price;<br> and
---	---
(b)	any<br> other amount paid out of a share premium account as permitted by the Act.
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25.3	Notwithstanding<br> the preceding Article, on the redemption or purchase of a Share, the Directors may pay the difference between the nominal value of<br> that Share and the redemption purchase price out of the profits of the Company or, as permitted by the Act, out of capital.
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Companyseal

26.1	The<br> Company may have a seal if the Directors so determine.

Duplicateseal

26.2	Subject<br> to the provisions of the Act, the Company may also have a duplicate seal or seals for use in any place or places outside the Cayman<br> Islands. Each duplicate seal shall be a facsimile of the original seal of the Company. However, if the Directors so determine, a<br> duplicate seal shall have added on its face the name of the place where it is to be used.

Whenand how seal is to be used

26.3	A<br> seal may only be used by the authority of the Directors. Unless the Directors otherwise determine, a document to which a seal is<br> affixed must be signed in one of the following ways:
(a)	by<br> a Director (or his alternate) and the Secretary; or
---	---
(b)	by<br> a single Director (or his alternate).
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Ifno seal is adopted or used

26.4	If<br> the Directors do not adopt a seal, or a seal is not used, a document may be executed in the following manner:
(a)	by<br> a Director (or his alternate) and the Secretary; or
---	---
(b)	by<br> a single Director (or his alternate); or
---	---
(c)	in<br> any other manner permitted by the Act.
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Powerto allow non-manual signatures and facsimile printing of seal

26.5	The<br> Directors may determine that either or both of the following applies:
(a)	that<br> the seal or a duplicate seal need not be affixed manually but may be affixed by some other method or system of reproduction;
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(b)	that<br> a signature required by these Articles need not be manual but may be a mechanical or Electronic Signature.
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Validityof execution

26.6	If<br> a document is duly executed and delivered by or on behalf of the Company, it shall not be regarded as invalid merely because, at<br> the date of the delivery, the Secretary, or the Director, or other Officer or person who signed the document or affixed the seal<br> for and on behalf of the Company ceased to be the Secretary or hold that office and authority on behalf of the Company.

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27.1	To<br> the extent permitted by law, the Company shall indemnify each existing or former Director (including alternate Director), Secretary<br> and other Officer of the Company (including an investment adviser or an administrator or liquidator) and their personal representatives<br> against:
---	---
(a)	all<br> actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former Director<br> (including alternate Director), Secretary or Officer in or about the conduct of the Company’s business or affairs or in the<br> execution or discharge of the existing or former Director’s (including alternate Director’s), Secretary’s or Officer’s<br> duties, powers, authorities or discretions; and
---	---
(b)	without<br> limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing or former Director (including alternate<br> Director), Secretary or Officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative<br> proceedings (whether threatened, pending or completed) concerning the Company or its affairs in any court or tribunal, whether in<br> the Cayman Islands or elsewhere.
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No such existing or former Director (including alternate Director), Secretary or Officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty, wilful default, wilful neglect or fraud.

27.2

To the extent permitted by law, the Company may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former Director (including alternate Director), Secretary or Officer of the Company in respect of any matter identified in Article 27.1 on condition that the Director (including alternate Director), Secretary or Officer must repay the amount paid by the Company to the extent that it is ultimately found not liable to indemnify the Director (including alternate Director), Secretary or that Officer for those legal costs.

Release

27.3

To the extent permitted by law, the Company may by Special Resolution release any existing or former Director (including alternate Director), Secretary or other Officer of the Company from liability for any loss or damage or right to compensation which may arise out of or in connection with the execution or discharge of the duties, powers, authorities or discretions of his office; but there may be no release from liability arising out of or in connection with that person’s own dishonesty, wilful default, wilful neglect or fraud.

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Insurance

27.4	To<br> the extent permitted by law, the Company may pay, or agree to pay, a premium in respect of a contract insuring each of the following<br> persons against risks determined by the Directors, other than liability arising out of that person’s own dishonesty, wilful<br> default, wilful neglect or fraud:
(a)	an<br> existing or former Director (including alternate Director), Secretary or Officer or auditor of:
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(i)	the<br> Company;
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(ii)	a<br> company which is or was a subsidiary of the Company;
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(iii)	a<br> company in which the Company has or had an interest (whether direct or indirect); and
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(b)	a<br> trustee of an employee or retirement benefits scheme or other trust in which any of the persons referred to in paragraph (a) is or<br> was interested.
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28	Notices
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Formof notices

28.1	Save<br> where these Articles provide otherwise, and subject to the Designated Stock Exchange Rules, any notice to be given to or by any person<br> pursuant to these Articles shall be:
(a)	in<br> writing signed by or on behalf of the giver in the manner set out below for written notices; or
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(b)	subject<br> to the next Article, in an Electronic Record signed by or on behalf of the giver by Electronic Signature and authenticated in accordance<br> with Articles about authentication of Electronic Records; or
---	---
(c)	where<br> these Articles expressly permit, by the Company by means of a website.
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Electroniccommunications

28.2	A<br> notice may only be given to the Company in an Electronic Record if:
(a)	the<br> Directors so resolve or otherwise accept the notice; or
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(b)	any<br> Director or Officer provides the giver of the notice an electronic address to which the notice may be sent and a notice is sent to<br> that address within a reasonable period of time.
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| --- | | 28.3 | A notice may not be given by Electronic Record to a person other than the Company unless the recipient has provided the giver of the notice with an Electronic address to which notice may be sent. | | --- | --- | | 28.4 | Subject to the Act, the Designated Stock Exchange Rules and to any other rules which the Company is bound to follow, the Company may also send any notice or other document pursuant to these Articles to a Member by publishing that notice or other document on a website where: | | --- | --- | | (a) | the Company and the Member have agreed to his having access to the notice or document on a website (instead of it being sent to him); | | --- | --- | | (b) | the notice or document is one to which that agreement applies; | | --- | --- | | (c) | the Member is notified (in accordance with any requirements laid down by the Act and, in a manner for the time being agreed between him and the Company for the purpose) of: | | --- | --- | | (i) | the publication of the notice or document on a website; | | --- | --- | | (ii) | the address of that website; and | | --- | --- | | (iii) | the place on that website where the notice or document may be accessed, and how it may be accessed; and | | --- | --- | | (d) | the notice or document is published on that website throughout the publication period, provided that, if the notice or document is published on that website for a part, but not all of, the publication period, the notice or document shall be treated as being published throughout that period if the failure to publish that notice of document throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the Company to prevent or avoid. For the purposes of this Article 28.4 “publication period” means a period of not less than twenty-one days, beginning on the day on which the notification referred to in Article 28.4(c) is deemed sent. | | --- | --- |

Personsentitled to notices

28.5

Any notice or other document to be given to a Member may be given by reference to the register of Members as it stands at any time within the period of twenty-one days before the day that the notice is given or (where and as applicable) within any other period permitted by, or in accordance with the requirements of, (to the extent applicable) the Designated Stock Exchange Rules and/or the Designated Stock Exchanges. No change in the register of Members after that time shall invalidate the giving of such notice or document or require the Company to give such item to any other person.

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Personsauthorised to give notices

28.6	A<br> notice by either the Company or a Member pursuant to these Articles may be given on behalf of the Company or a Member by a Director<br> or company secretary of the Company or a Member.

Deliveryof written notices

28.7	Save<br> where these Articles provide otherwise, a notice in writing may be given personally to the recipient, or left at (as appropriate)<br> the Member’s or Director’s registered address or the Company’s registered office, or posted to that registered<br> address or registered office.

Jointholders

28.8	Where<br> Members are joint holders of a Share, all notices shall be given to the Member whose name first appears in the register of Members.

Signatures

28.9	A<br> written notice shall be signed when it is autographed by or on behalf of the giver, or is marked in such a way as to indicate its<br> execution or adoption by the giver.
28.10	An<br> Electronic Record may be signed by an Electronic Signature.
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Evidenceof transmission

28.11	A<br> notice given by Electronic Record shall be deemed sent if an Electronic Record is kept demonstrating the time, date and content of<br> the transmission, and if no notification of failure to transmit is received by the giver.
28.12	A<br> notice given in writing shall be deemed sent if the giver can provide proof that the envelope containing the notice was properly<br> addressed, pre-paid and posted, or that the written notice was otherwise properly transmitted to the recipient.
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28.13	A<br> Member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of Shares shall be deemed<br> to have received due notice of the meeting and, where requisite, of the purposes for which it was called.
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Givingnotice to a deceased or bankrupt Member

28.14

A notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description, at the address, if any, supplied for that purpose by the persons claiming to be so entitled.

28.15

Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

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Dateof giving notices

28.16	A<br> notice is given on the date identified in the following table
Method for giving notices	When taken to be given
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(A)<br> Personally	At<br> the time and date of delivery
(B)<br> By leaving it at the Member’s registered address	At<br> the time and date it was left
(C)<br> By posting it by prepaid post to the street or postal address of that recipient	48<br> hours after the date it was posted
(D)<br> By Electronic Record (other than publication on a website), to recipient’s Electronic address	48<br> hours after the date it was sent
(E)<br> By publication on a website	24<br> hours after the date on which the Member is deemed to have been notified of the publication of the notice or document on the website

Savingprovision

28.17	None<br> of the preceding notice provisions shall derogate from the Articles about the delivery of written resolutions of Directors and written<br> resolutions of Members.
29	Authentication of Electronic Records
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Applicationof Articles

29.1	Without<br> limitation to any other provision of these Articles, any notice, written resolution or other document under these Articles that is<br> sent by Electronic means by a Member, or by the Secretary, or by a Director or other Officer of the Company, shall be deemed to be<br> authentic if either Article 29.2 or Article 29.4 applies.

Authenticationof documents sent by Members by Electronic means

29.2	An<br> Electronic Record of a notice, written resolution or other document sent by Electronic means by or on behalf of one or more Members<br> shall be deemed to be authentic if the following conditions are satisfied:
(a)	the<br> Member or each Member, as the case may be, signed the original document, and for this purpose Original Document includes several<br> documents in like form signed by one or more of those Members; and
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(b)	the<br> Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, that Member to an address specified<br> in accordance with these Articles for the purpose for which it was sent; and
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| --- | | (c) | Article 29.7 does not apply. | | --- | --- | | 29.3 | For example, where a sole Member signs a resolution and sends the Electronic Record of the original resolution, or causes it to be sent, by facsimile transmission to the address in these Articles specified for that purpose, the facsimile copy shall be deemed to be the written resolution of that Member unless Article 29.7 applies. | | --- | --- |

Authenticationof document sent by the Secretary or Officers of the Company by Electronic means

29.4	An<br> Electronic Record of a notice, written resolution or other document sent by or on behalf of the Secretary or an Officer or Officers<br> of the Company shall be deemed to be authentic if the following conditions are satisfied:
(a)	the<br> Secretary or the Officer or each Officer, as the case may be, signed the original document, and for this purpose Original Document<br> includes several documents in like form signed by the Secretary or one or more of those Officers; and
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(b)	the<br> Electronic Record of the Original Document was sent by Electronic means by, or at the direction of, the Secretary or that Officer<br> to an address specified in accordance with these Articles for the purpose for which it was sent; and
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(c)	Article<br> 29.7 does not apply.
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This Article 29.4 applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the Company.

29.5	For<br> example, where a sole Director signs a resolution and scans the resolution, or causes it to be scanned, as a PDF version which is<br> attached to an email sent to the address in these Articles specified for that purpose, the PDF version shall be deemed to be the<br> written resolution of that Director unless Article 29.7 applies.

Mannerof signing

29.6	For<br> the purposes of these Articles about the authentication of Electronic Records, a document will be taken to be signed if it is signed<br> manually or in any other manner permitted by these Articles.

Savingprovision

29.7	A<br> notice, written resolution or other document under these Articles will not be deemed to be authentic if the recipient, acting reasonably:
(a)	believes<br> that the signature of the signatory has been altered after the signatory had signed the original document; or
---	---

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| --- | | (b) | believes that the original document, or the Electronic Record of it, was altered, without the approval of the signatory, after the signatory signed the original document; or | | --- | --- | | (c) | otherwise doubts the authenticity of the Electronic Record of the document | | --- | --- |

and the recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity of the Electronic Record in any way the sender thinks fit.

30	Transfer by way of continuation
30.1	The<br> Company may, by Special Resolution, resolve to be registered by way of continuation in a jurisdiction outside:
---	---
(a)	the<br> Cayman Islands; or
---	---
(b)	such<br> other jurisdiction in which it is, for the time being, incorporated, registered or existing.
---	---
30.2	To<br> give effect to any resolution made pursuant to the preceding Article, the Directors may cause the following:
---	---
(a)	an<br> application be made to the Registrar of Companies of the Cayman Islands to deregister the Company in the Cayman Islands or in the<br> other jurisdiction in which it is for the time being incorporated, registered or existing; and
---	---
(b)	all<br> such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.
---	---
31	Winding up
---	---

Distributionof assets in specie

31.1	If<br> the Company is wound up the Members may, subject to these Articles and any other sanction required by the Act, pass a Special Resolution<br> allowing the liquidator to do either or both of the following:
(a)	to<br> divide in specie among the Members the whole or any part of the assets of the Company and, for that purpose, to value any assets<br> and to determine how the division shall be carried out as between the Members or different classes of Members; and/or
---	---
(b)	to<br> vest the whole or any part of the assets in trustees for the benefit of Members and those liable to contribute to the winding up.
---	---

Noobligation to accept liability

31.2	No<br> Member shall be compelled to accept any assets if an obligation attaches to them.

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| --- | | 31.3 | The Directors are authorised to present a winding up petition | | --- | --- | | 31.4 | The Directors have the authority to present a petition for the winding up of the Company to the Grand Court of the Cayman Islands on behalf of the Company without the sanction of a resolution passed at a general meeting. | | --- | --- | | 32 | Amendment of Memorandum and Articles | | --- | --- |

Powerto change name or amend Memorandum

32.1	Subject<br> to the Act, the Company may, by Special Resolution:
(a)	change<br> its name; or
---	---
(b)	change<br> the provisions of its Memorandum with respect to its objects, powers or any other matter specified in the Memorandum.
---	---

Powerto amend these Articles

32.2	Subject<br> to the Act and as provided in these Articles, the Company may, by Special Resolution, amend these Articles in whole or in part.
33	Mergers and Consolidations
---	---
33.1	The<br> Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Companies Act)<br> upon such terms as the Directors may determine and (to the extent required by the Companies Act) with the approval of a Special Resolution.
---	---

| 54 |

| --- |

Exhibit3.1

AMENDEDAND RESTATED REGISTRATION RIGHTS AGREEMENT

THISAMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of October 10, 2025, and shall be effective as of the Closing (as defined below), is made and entered into by and among (i) Alps Global Holding Pubco (successor to Globalink Investment Inc.), a Cayman Islands exempted (the “Pubco”), (ii) GL Sponsor LLC, a Delaware limited liability company (the “Sponsor”), (iii) each of the undersigned parties listed as Pre-BC Investors on the signature page hereto (each such party, together with the Sponsor and any person or entity deemed a “Pre-BCInvestor” and collectively the “Pre-BC Investors”), and (iv) each of the former shareholders of Alps Life Sciences Inc, a Cayman Islands exempted company (“Alps Holdco”) whose names are listed on Exhibit B hereto (each a “Alps Holdco Shareholder” and collectively the “Alps Holdco Shareholders”) (each of the foregoing parties (other than Pubco) and any Person (as defined below) who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, an “Investor” and collectively, the “Investors”).

WHEREAS, each of Globalink Investment Inc., a Delaware corporation (“Globalink”) and the Pre-BC Investors are a party to a certain Registration Rights Agreement, dated December 6, 2021 (the “Original Registration Rights Agreement”), pursuant to which Globalink granted the Pre-BC Investors certain registration rights with respect to certain securities of Pubco, as set forth therein;

WHEREAS, Globalink, Pubco, Alps Holdco, Alps Biosciences Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Merger Sub”), and certain other parties thereto have entered into that certain Amended and Restated Merger Agreement (as it may be amended, modified or supplemented from time to time, the “Merger Agreement”), dated as of May 20, 2024, which provides, among other things, that Globalink will redomicile into the Cayman Islands via a merger between Globalink and Pubco, with Pubco continuing as the surviving company (the “Reincorporation Merger”), in accordance with the Merger Agreement, the Plan of Merger and the Companies Act (as such terms are defined in the Merger Agreement);

WHEREAS, concurrently therewith or immediately after the Reincorporation Merger, Merger Sub will merge with and into Alps Holdco (the “Merger”, the Reincorporation Merger and the Merger are collectively referred to as the “Mergers”), with Alps Holdco being the surviving company (the “Surviving Company”) and a wholly-owned subsidiary of Pubco, and the outstanding shares of Alps Holdco’s share capital will convert into the right to receive Merger Consideration Shares (as defined in the Merger Agreement) described in the Merger Agreement; and

WHEREAS, the Investors and Pubco desire to enter into this Agreement in connection with the Closing to amend and restate the Original Registration Rights Agreement to provide the Investors with certain rights relating to the registration of the securities held by them as of the Closing on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS. The following capitalized terms used herein have the following meanings:

“Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

“AlpsHoldco Investors” is defined in the preamble to this Agreement.

“AlpsHoldco” is defined in the preamble to this Agreement.

“BlackoutPeriod” is defined in Section 3.1.1.

“BusinessDay” means a day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close, excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day.

“Closing” shall have the meaning given in the Merger Agreement.

“ClosingDate” shall have the meaning given in the Merger Agreement.

“Commission” means the U.S. Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.

“CommonStock” means the Common Stock of Globalink, par value $0.001 per share.

“DemandRegistration” is defined in Section 2.1.1.

“DemandingHolder” is defined in Section 2.1.1.

“ExchangeAct” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“FormF-3” is defined in Section 2.3.

“IndemnifiedParty” is defined in Section 4.3.

“IndemnifyingParty” is defined in Section 4.3.

“InitialShares” means all of the outstanding shares of Common Stock issued prior to the consummation of the IPO.

“Investor” is defined in the preamble to this Agreement.

“InvestorIndemnified Party” is defined in Section 4.1.

“IPO” means Globalink’s initial public offering.

“IPOEscrow Agreement” means the Stock Escrow Agreement dated as of December 6, 2021 by and among Globalink, certain of the Investors and Continental Stock Transfer & Trust Company.

“Lock-upAgreement” is defined in Section 2.1.1.

“MaximumNumber of Shares” is defined in Section 2.1.4.

“Merger” is defined in the preamble to this Agreement.

“MergerAgreement” is defined in the preamble to this Agreement.

“MergerSub” is defined in the preamble to this Agreement.

“OriginalRegistration Rights Agreement” is defined in the preamble to this Agreement.

“Person” means a company, corporation, association, partnership, limited liability company, organization, joint venture, trust or other legal entity, an individual, a government or political subdivision thereof or a governmental agency.

“Piggy-BackRegistration” is defined in Section 2.2.1(a).

“PIPESubscription Agreements” means the Subscription Agreements, dated as of [●], [●], by and among Pubco and the subscribers thereto (as may be amended from time to time).

“Pre-BCInvestor” is defined in the preamble to this Agreement.

“PrivateUnit” means each unit of the aggregate of 570,000 units Globalink sold to Public Gold Marketing Sdn. Bhd, a Malaysian private limited company, simultaneously with the consummation of Globalink’s initial public offering.

“ProRata” is defined in Section 2.1.4.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Pubco” is defined in the preamble to this Agreement.

“PubcoOrdinary Shares” means ordinary shares of Pubco, par value US$0.0001.

“PubcoUnderwritten Offering” is defined in Section 2.2.1(b).

“PubcoUnderwritten Shelf Offering Requesting Holder” is defined in Section 2.2.1(b).

“Register,” “Registered” and “Registration” mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“RegistrableSecurities” means (i) the Initial Shares, (ii) the Private Units (and underlying securities), (iii) any securities issued upon the conversion at or prior to the Closing of working capital loans from Pre-BC Investors to Globalink, if any, (iv) the Pubco Ordinary Shares issued or hereafter acquired pursuant to the Merger Agreement (including Earn-Out Shares (as defined in the Merger Agreement)), and (v) any other equity security of Pubco issued or issuable with respect to any such securities by way of a stock dividend, stock split, or other distribution or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by Pubco and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding, or (d) the Registrable Securities are freely saleable by the applicable Investor under Rule 144 without volume limitations, requirements of current public information, manner of sale or any other restrictions under Rule 144.

“RegistrationStatement” means a registration statement filed by Pubco with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).

“ReleaseDate” means the date on which the Initial Shares are disbursed from escrow pursuant to Section 3 of the IPO Escrow Agreement.

“Rule144” means Rule 144 as promulgated under the Securities Act.

“SecuritiesAct” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Sponsor” means GL Sponsor LLC.

“Underwriter” means, solely for the purposes of this Agreement, a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s market-making activities.

“UnderwrittenOffering” means a Registration in which securities of Pubco are sold to the Underwriter in a firm commitment underwriting for distribution to the public.

2. REGISTRATION RIGHTS.

2.1 Demand Registration.

2.1.1 Request for Demand Registration. At any time and from time to time on or after (i) three months prior to the first possible Release Date with respect to the Initial Shares that are Registrable Securities and subject to the IPO Escrow Agreement, or (ii) three months prior to the first possible date on which the restrictions on transfer may lapse under the Lock-up Agreement entered into in connection with the Merger Agreement (the “Lock-up Agreement”) with respect to the Private Units (or underlying securities), all Registrable Securities held by the Alps Holdco Shareholders, the holders of a majority-in-interest of such Registrable Securities held by (x) the Pre-BC Investors, on the one hand, or (y) the Alps Holdco Shareholders, on the other hand, as the case may be, held by such Investors, or the transferees of such Investors, may make a written demand, on no more than one occasion in any twelve month period for each of the Pre-BC Investors and the Alps Holdco Shareholders, for registration under the Securities Act of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. Pubco will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify Pubco within ten (10) days after the receipt by the holder of the notice from Pubco. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. Pubco shall not be obligated to effect more than an aggregate of two (2) Demand Registrations (up to one (1) Demand Registration initiated by a majority-in-interest of the Pre-BC Investors, and up to one (1) Demand Registration initiated by a majority-in-interest of the Alps Holdco Shareholders) under this Section 2.1.1 in respect of all Registrable Securities.

2.1.2 Effective Registration. A registration will not count as a Demand Registration until (i) the Registration Statement filed with the Commission with respect to such Demand Registration has been declared effective, and (ii) Pubco has complied with all of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that Pubco shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.

2.1.3 Underwritten Offering pursuant to Demand Registration. If a majority-in-interest of the Demanding Holders so elect and such holders so advise Pubco as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration, or a portion thereof, shall be in the form of an Underwritten Offering; provided, however, that the aggregate offering price for any such Underwritten Offering may not be less than $25,000,000, unless Pubco is eligible to register such Pubco Ordinary Shares on Form F-3, or subsequent similar form, in a manner which does not require inclusion of any information concerning Pubco other than to incorporate by reference (including forward incorporation by reference) its filings under the Exchange Act, in which case the aggregate offering price for any such Underwritten Offering may not be less than $10,000,000. All such Demanding Holders proposing to distribute their Registrable Securities through such Underwritten Offering under this Section 2.1.3 shall, at the time of any such Underwritten Offering, enter into an underwriting agreement in customary form with the Underwriter(s) selected by a majority-in-interest of the Demanding Holders; provided, however, that such Underwriter(s) is reasonably satisfactory to Pubco; provided, further, that any obligation of any such Investor to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint, among such Investors selling Registrable Securities, and such liability shall be limited to the net amount received by any such Investor from the sale of his, her or its Registrable Securities pursuant to such Underwritten Offering, and the relative liability of each such Investor shall be in proportion to such net amounts.

2.1.4 Reduction of Offering in Connection with Demand Registration. If the managing Underwriter(s) in an Underwritten Offering effected pursuant to a Demand Registration in good faith advises Pubco and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other Pubco Ordinary Shares or other securities which Pubco desires to sell and the Pubco Ordinary Shares or other securities, if any, as to which a registration has been requested pursuant to separate written contractual piggy-back registration rights held by other stockholders of Pubco who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then Pubco shall include in such registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance with the number of shares that each such Person has requested be included in such registration, regardless of the number of shares held by each such Person (such proportion is referred to herein as “Pro Rata”)) up to the maximum amount that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Shares; (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Pubco Ordinary Shares or other securities for the account of other Persons that Pubco is obligated to register pursuant to then other written contractual arrangements with such Persons and that can be sold without exceeding the Maximum Number of Shares.

2.1.5 Demand Registration Withdrawal.

(a) If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written notice to Pubco and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in this Section 2.1. Notwithstanding the forgoing, an Investor may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, an Investor shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made.

(b) Notwithstanding anything to the contrary in this Agreement, Pubco shall be responsible for the registration expenses described in Section 3.3 incurred in connection with a Registration pursuant to a Demand Registration or an Underwritten Offering prior to its withdrawal under this Section 2.1.5.

2.2 Piggy-Back Registration.

2.2.1 Piggy-Back Rights.

(a) If at any time on or after the Closing, Pubco proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by Pubco for its own account or for shareholders of Pubco for their account (or by Pubco and by shareholders of Pubco including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to Pubco’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of Pubco, (iv) for a dividend reinvestment plan, (v) that is on Form F-4 (as promulgated under the Securities Act) relating to equity securities to be issued solely in connection with any acquisition of any entity or business or their then equivalents, or (vi) filed relating to the resale of equity securities to be issued under the PIPE Subscription Agreements; provided, however, that the limitation under clause (vi) shall only apply to the first Registration Statement filed by Pubco as required under the PIPE Subscription Agreements, then Pubco shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). Pubco shall cause such Registrable Securities to be included in such Piggy-back Registration.

(b) If at any time on or after the Closing, Pubco proposes to effect an Underwritten Offering for its own account or for the account of stockholders of Pubco (a “Pubco Underwritten Offering”), Pubco shall notify, in writing, all Investors holding Registrable Securities of such demand, and such Investor who thereafter wishes to include all or a portion of such Investor’s Registrable Securities in such Underwritten Offering (each such Investor, a “Pubco Underwritten Shelf Offering Requesting Holder”) shall so notify Pubco, in writing, within five (5) days after the receipt by such Investor of the notice from Pubco. Upon receipt by Pubco of any such written notification, such Pubco Underwritten Shelf Offering Requesting Holder shall be entitled, subject to Sections 2.2.2 and 3.1.1 hereof, to have its Registrable Securities included in such Pubco Underwritten Offering. Pubco shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of Pubco and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration; provided, however, that any obligation of any such Investor to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint, among such Investors selling Registrable Securities, and such liability shall be limited to the net amount received by any such Investor from the sale of its Registrable Securities pursuant to such Underwritten Offering, and the relative liability of each such Investor shall be in proportion to such net amounts. Notwithstanding the provisions set forth in the immediately preceding sentences, the right to a Piggy-Back Registration set forth under this Section 2.2.1 with respect to the Registrable Securities shall terminate on the tenth (10^th^) anniversary of the Closing.

2.2.2 Reduction of Underwritten Offering in Connection with Piggy-Back Registration. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an Underwritten Offering advises Pubco and the holders of Registrable Securities participating in the Underwritten Offering in writing that the dollar amount or number of Ordinary Shares which Pubco desires to sell in such Underwritten Offering, taken together with the Ordinary Shares, if any, as to which inclusion in such Underwritten Offering has been demanded pursuant to separate written contractual arrangements with Persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which inclusion in such Underwritten Offering has been requested under Section 2.2.1 above, and the Ordinary Shares or other securities, if any, as to which inclusion in such Underwritten Offering has been requested pursuant to separate written contractual Piggy-Back Registration rights of other stockholders of Pubco, exceeds the Maximum Number of Shares, then Pubco shall include in any such registration:

(a) If the Underwritten Offering is undertaken for Pubco’s account: (A) first, the Pubco Ordinary Shares or other equity securities that Pubco desires to sell in such Underwritten Offering that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Pubco Ordinary Shares or other securities, if any, comprised of Registrable Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Pubco Ordinary Shares or other securities for the account of other Persons that Pubco is obligated to register pursuant to written contractual piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Number of Shares;

(b) If the registration is a “demand” registration undertaken at the demand of Persons other than either the holders of Registrable Securities, (A) first, the Pubco Ordinary Shares or other securities for the account of the demanding Persons and the Pubco Ordinary Shares or other securities comprised of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the Pubco Ordinary Shares or other securities for the account of other Persons that Pubco is obligated to register pursuant to written contractual arrangements with such Persons, that can be sold without exceeding the Maximum Number of Shares.

2.2.3 Piggy-Back Registration Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to Pubco and the Underwriter(s) (if any) of such request to withdraw prior to the effectiveness of the Registration Statement. Pubco (whether on its own determination or as the result of a withdrawal by Persons making a demand pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggy-back Registration at any time prior to the effectiveness of such Registration Statement. In the case of any Underwritten Offering in connection with any Piggy-back Registration, any participating Investor shall have the right to withdraw their respective Registrable Securities from such Underwritten Offering prior to the pricing of such Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, Pubco shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration or Underwritten Offering prior to its withdrawal as provided in Section 3.3.

2.2.4 Unlimited Piggy-back Registration Rights. For purposes of clarity, any Registration or Underwritten Offering effected pursuant to Section 2.2. hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

2.3 Resale Shelf Registration Rights.

2.3.1 Registration Statement Covering Resale of Registrable Securities. Pubco shall prepare and file or cause to be prepared and filed with the Commission, no later than ninety (90) days following the Closing Date (the “Filing Deadline”), a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act or any successor thereto registering the resale from time to time by holders of all of the Registrable Securities held by the Holders (the “Resale Shelf RegistrationStatement”). The Resale Shelf Registration Statement shall be on Form F-3 (or, if Form F-3 is not available to be used by Pubco at such time, on Form F-1 or another appropriate form permitting Registration of such Registrable Securities for resale). If the Resale Shelf Registration Statement is initially filed on Form F-1 and thereafter Pubco becomes eligible to use Form F-3 for secondary sales, Pubco shall, as promptly as practicable, cause such Resale Shelf Registration Statement to be amended, or shall file a new replacement Resale Shelf Registration Statement, such that the Resale Shelf Registration Statement is on Form F-3. Pubco shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, but in no event later than ninety (90) days following the Filing Deadline (the “Effectiveness Deadline”); provided, however, that the Effectiveness Deadline shall be extended to one hundred and twenty (120) days after the Filing Deadline if the Registration Statement is reviewed by, and receives comments from, the Commission. Notwithstanding the foregoing, Pubco’s obligations to include the Registrable Securities held by a holder in the Resale Shelf Registration Statement are contingent upon such holder furnishing in writing to Pubco such information regarding the holder, the securities of Pubco held by the holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by Pubco to effect the registration of the Registrable Securities, and the holder’s execution and delivery of such documents in connection with such registration as Pubco may reasonably request that are customary of a selling stockholder in similar situations. Once effective, Pubco shall use commercially reasonable efforts to keep the Resale Shelf Registration Statement and Prospectus included therein continuously effective and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, to ensure that another Registration Statement is available, under the Securities Act at all times until the earliest of (i) the date on which all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement and (ii) the date on which all Registrable Securities and other securities covered by such Registration Statement have ceased to be Registrable Securities. The Registration Statement filed with the Commission pursuant to this subsection 2.3.1 shall contain a Prospectus in such form as to permit any holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement (subject to lock-up restrictions under the Lock-up Agreement and the Release Date under the IPO Escrow Agreement), and shall provide that such Registrable Securities may be sold pursuant to any method or combination of methods legally available to, and requested by, holders of the Registrable Securities.

2.3.2 Amendments and Supplements. Subject to the provisions of Section 2.3.1 above, Pubco shall promptly prepare and file with the Commission from time to time such amendments and supplements to the Resale Shelf Registration Statement and Prospectus used in connection therewith as may be necessary to keep the Resale Shelf Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities. If any Resale Shelf Registration Statement filed pursuant to Section 2.3.1 is filed on Form F-3 and thereafter Pubco becomes ineligible to use Form F-3 for secondary sales, Pubco shall promptly notify the holders of such ineligibility and use its commercially reasonable efforts to file a shelf registration on an appropriate form as promptly as practicable to replace the shelf registration statement on Form F-3 and have such replacement Resale Shelf Registration Statement declared effective as promptly as practicable and to cause such replacement Resale Shelf Registration Statement to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Resale Shelf Registration Statement is available or, if not available, that another Resale Shelf Registration Statement is available, for the resale of all the Registrable Securities held by the holders until all such Registrable Securities have ceased to be Registrable Securities; provided, however, that at any time Pubco once again becomes eligible to use Form F-3, Pubco shall cause such replacement Resale Shelf Registration Statement to be amended, or shall file a new replacement Resale Shelf Registration Statement, such that the Resale Shelf Registration Statement is once again on Form F-3.

2.3.3 SEC Cutback. Notwithstanding the registration obligations set forth in this Section 2.3, in the event the Commission informs Pubco that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, Pubco agrees to promptly (i) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Resale Shelf Registration Statement as required by the Commission and/or (ii) withdraw the Resale Shelf Registration Statement and file a new registration statement (a “New Registration Statement”) on Form F-3, or if Form F-3 is not then available to Pubco for such registration statement, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, Pubco shall use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”). Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that Pubco used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a holder as to further limit its Registrable Securities to be included on the Registration Statement, the number of Registrable Securities to be registered on such Registration Statement will be reduced Pro Rata among all such selling shareholders whose securities are included in such Registration Statement, subject to a determination by the Commission that certain holders must be reduced first based on the number of Registrable Securities held by such holders. In the event Pubco amends the Resale Shelf Registration Statement or files a New Registration Statement, as the case may be, Pubco will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to Pubco or to registrants of securities in general, one or more registration statements on Form F-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Resale Shelf Registration Statement, as amended, or the New Registration Statement.

2.3.4 Underwritten Shelf Takedown. At any time and from time to time after a Resale Shelf Registration Statement has been declared effective by the Commission, the holders of Registrable Securities may request to sell all or any portion of the Registrable Securities in an underwritten offering that is registered pursuant to the Resale Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided, however, that Pubco shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (including securities added to such registration through piggyback registration rights and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $10,000,000. At least fifteen (15) days prior to the public announcement of such Underwritten Shelf Takedown, Pubco shall notify all holders of Registrable Securities that it intends to conduct an Underwritten Shelf Takedown, and all requests for Underwritten Shelf Takedowns shall be made by giving written notice to Pubco at least ten (10) days prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. Pubco shall give written notice of such request to all holders of Registrable Securities promptly (but in any event within five (5) days after receipt of such request for an Underwritten Shelf Takedown) and shall include in any Underwritten Shelf Takedown the securities requested to be included by any holder (each a “Takedown Requesting Holder”) at least forty-eight (48) hours prior to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such holder (including those set forth herein). All such holders proposing to distribute their Registrable Securities through an Underwritten Shelf Takedown under this Section 2.3.4 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Takedown Requesting Holders initiating the Underwritten Shelf Takedown.

2.3.5 Reduction of Underwritten Shelf Takedown. If the managing Underwriter(s) in an Underwritten Shelf Takedown, in good faith, advise Pubco and the Takedown Requesting Holders in writing that the dollar amount or number of Registrable Securities that the Takedown Requesting Holders desire to sell, taken together with all other Pubco Ordinary Shares or other equity securities that Pubco desires to sell, exceeds the Maximum Number of Shares, then Pubco shall include in such Underwritten Shelf Takedown, as follows: (i) first, the Registrable Securities of the Takedown Requesting Holders, on a Pro Rata basis, that can be sold without exceeding the Maximum Number of Shares; and (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or other equity securities that Pubco desires to sell, which can be sold without exceeding the Maximum Number of Shares.

2.3.6 Limits on Underwritten Shelf Takedowns. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1. Under no circumstances shall Pubco be obligated to effect more than an aggregate of two (2) Underwritten Shelf Takedowns in any 12-month period.

3. REGISTRATION PROCEDURES.

3.1 Filings; Information. Whenever Pubco is required to effect the registration of any Registrable Securities pursuant to Section 2, Pubco shall use its commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:

3.1.1 Filing Registration Statement; Restriction on Registration Rights. Pubco shall use its commercially reasonable efforts to, as expeditiously as possible after receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which Pubco then qualifies or which counsel for Pubco shall deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its commercially reasonable efforts to cause such Registration Statement to become effective and use its commercially reasonable efforts to keep it effective for the period required by Section 3.1.3; provided, however, that Pubco shall not be obligated to (but may, at its sole option) (a) effect any Demand Registration or an Underwritten Offering or (b) file a Registration Statement (or any amendment thereto) or effect an Underwritten Offering if Pubco has determined in good faith that the sale of Registrable Securities pursuant a Registration Statement would require disclosure of material non-public information not otherwise required to be disclosed under applicable securities laws (i) which disclosure would have a material adverse effect on Pubco or (ii) relating to a material transaction involving Pubco (any such period, a “Blackout Period”); provided, however, that in no event shall any Blackout Period together with other Blackout Periods exceed an aggregate of 90 days in any consecutive 12-month period. Notwithstanding the foregoing, Pubco shall not exercise its rights under this Section 3.1.1 to invoke a Blackout Period unless it applies the same Blackout Period restrictions contained herein to all other securityholders of Pubco with contractual registration rights.

3.1.2 Copies. Pubco shall, prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement, and such other documents as the holders of Registrable Securities included in such registration or legal counsel for any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders.

3.1.3 Amendments and Supplements. Pubco shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn.

3.1.4 Notification. After the filing of a Registration Statement, Pubco shall promptly, and in no event more than five (5) Business Days after such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders promptly and confirm such advice in writing in all events within five (5) Business Days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and Pubco shall take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any written comments by the Commission or any request by the Commission for any amendment or supplement to such Registration Statement or any Prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or amendment; except that not less than two (2) Business Days before filing with the Commission a Registration Statement or not less than one (1) Business Day before the filing of any related Prospectus or any amendment or supplement thereto, including documents incorporated by reference, Pubco shall (x) furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed and (y) reasonably cooperate with such holders and their counsel and consider in good faith any comments received by such holders or their counsel with respect to the Registration Statement or Prospectus. Pubco shall not file any Registration Statement or Prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal counsel shall object in good faith, provided that, Pubco is notified of such objection in writing no later than two (2) Business Days after the holders have been so furnished copies of a Registration Statement or one (1) Business Day after the holders have been so furnished copies of any related Prospectus or amendments or supplements thereto.

3.1.5 State Securities Laws Compliance. Pubco shall use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of Pubco and do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that Pubco shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.

3.1.6 Agreements for Disposition. Pubco shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties and covenants of Pubco in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in such registration statement. No holder of Registrable Securities included in such registration statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents, and with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such Registration Statement.

3.1.7 Cooperation. The principal executive officer of Pubco, the principal financial officer of Pubco, the principal accounting officer of Pubco and all other officers and members of the management of Pubco shall cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.

3.1.8 Records. Pubco shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of Pubco, as shall be necessary to enable them to exercise their due diligence responsibility, and cause Pubco’s officers, directors and employees to supply all information requested by any of them in connection with such Registration Statement.

3.1.9 Opinions and Comfort Letters. Upon written request, Pubco shall furnish to each holder of Registrable Securities included in any Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to Pubco delivered to any Underwriter and (ii) any comfort letter from Pubco’s independent public accountants delivered to any Underwriter. In the event no legal opinion is delivered to any Underwriter, Pubco shall furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to Pubco to the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect.

3.1.10 Earnings Statement. Pubco shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

3.1.11 Listing. Pubco shall use its commercially reasonable efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by Pubco are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities included in such registration.

3.1.12 Road Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $25,000,000, Pubco shall use its reasonable efforts to make available senior executives of Pubco to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering.

3.1.13 Regulation M. Pubco shall take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, that, to the extent that any prohibition is applicable to Pubco, Pubco will take all reasonable action to make any such prohibition inapplicable.

3.2 Obligation to Suspend Distribution. Upon receipt of any notice from Pubco of the happening of any event of the kind described in Section 3.1.4(iv), or, in the case of a resale registration on Form F-3 pursuant to Section 2.3 hereof, upon any suspension by Pubco, pursuant to a written insider trading compliance program adopted by Pubco’s Board of Directors, of the ability of all “insiders” covered by such program to transact in Pubco’s securities because of the existence of material non-public information, each holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended Prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in Pubco’s securities is removed, as applicable, and, if so directed by Pubco, each such holder will deliver to Pubco all copies, other than permanent file copies then in such holder’s possession, of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice.

3.3 Registration Expenses. Pubco shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form F-3 effected pursuant to Section 2.3, and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) Pubco’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for Pubco and fees and expenses for independent certified public accountants retained by Pubco (including the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the reasonable fees and expenses of any special experts retained by Pubco in connection with such registration; and (ix) the reasonable fees and expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities included in such registration in an amount not to exceed $25,000. Pubco shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof or any fees and disbursements of its counsel in excess of $25,000 in the aggregate in connection therewith, which underwriting discounts or selling commissions and fees and disbursements of its counsel in excess of $25,000 in the aggregate shall be borne by such holders. Additionally, in an Underwritten Offering, all selling shareholders and Pubco shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.

3.4 Holders’ Information. The holders of Registrable Securities shall provide such information as may reasonably be requested by Pubco, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with Pubco’s obligation to comply with Federal and applicable state securities laws. Pubco’s obligations to include the Registrable Securities in any Registration Statement under this Agreement are contingent upon each holder of Registrable Securities furnishing in writing to Pubco such information regarding such holder, the securities of Pubco held by holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by Pubco to effect the registration of the Registrable Securities, and such holder shall execute such documents in connection with such registration as Pubco may reasonably request that are customary of a selling stockholder in similar situations.

4. INDEMNIFICATION AND CONTRIBUTION.

4.1 Indemnification by Pubco. Pubco agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in (or incorporated by reference in) any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any Prospectus contained in the Registration Statement, or free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto), or any amendment or supplement to such Registration Statement, or any filing under any state securities law required to be filed or furnished, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco and relating to action or inaction required of Pubco in connection with any such registration; and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, Prospectus, or free writing prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Pubco, in writing, by such selling holder expressly for use therein, and shall reimburse Pubco, its directors and officers, and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Pubco also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls such Underwriter (within the meaning of the Securities Act or the Exchange Act, as applicable) on substantially the same basis as that of the indemnification provided above in this Section 4.1.

4.2 Indemnification by Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless Pubco, each of its directors, officers, agents and employees, each Person, if any, who controls Pubco (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), each Underwriter (if any), and each other selling holder and each other Person, if any, who controls another selling holder or such Underwriter within the meaning of the Securities Act, and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) (including, without limitation, reasonable attorneys’ fees and other expenses) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any Prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to Pubco by such selling holder expressly for use therein, and shall reimburse Pubco, its directors and officers, and each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such selling holder.

4.3 Conduct of Indemnification Proceedings. Promptly after receipt by any Person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such Person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other Person for indemnification hereunder, notify such other Person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling Persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.

4.4 Contribution.

4.4.1 If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

4.4.2 The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1.

4.4.3 The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such selling holder from the sale of Registrable Securities which gave rise to such contribution obligation. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

5. RULE 144.

5.1 Rule 144. Pubco covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

6. MISCELLANEOUS.

6.1 Other Registration Rights. Pubco represents and warrants that, except for registration rights granted to the investors pursuant to the PIPE Subscription Agreements, no Person, other than the holders of the Registrable Securities, has any right to require Pubco to register any of Pubco’s share capital for sale or to include Pubco’s share capital in any registration filed by Pubco for the sale of share capital for its own account or for the account of any other Person. The Investors hereby acknowledge that Pubco has granted resale registration rights to the purchasers of Pubco’s securities in the PIPE Subscription Agreements, and that nothing herein shall restrict the ability of Pubco to fulfill its resale registration obligations under the PIPE Subscription Agreements.

6.2 Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of Pubco hereunder may not be assigned or delegated by Pubco in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any legally permitted transfer of Registrable Securities by any such holder (subject to lock-up restrictions under the Lock-up Agreement and the Release Date under the IPO Escrow Agreement). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable Securities or of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any Persons that are not party hereto other than as expressly set forth in this. Section 6.2.

6.3 Notices. Any notice hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if by hand or nationally recognized overnight courier service, by 5:00 PM Eastern Time on a Business Day, addressee’s day and time, on the date of delivery, and if delivered after 5:00 PM Eastern Time, on the first Business Day after such delivery; (b) if by email, on the date of transmission with affirmative confirmation of receipt; or (c) three (3) Business Days after mailing by prepaid certified or registered mail, return receipt requested. Notices shall be addressed to the respective parties as follows (excluding telephone numbers, which are for convenience only), or to such other address as a party shall specify to the others in accordance with these notice provisions:

If to Pubco, to:

Alps Global Holding Pubco

Unit E-18-01 & E-18-02 Level 18

Icon Tower (East)

No. 1 Jalan 1/68F, Jalan Tun Razak

50400 Kuala Lumpur

Wilayah Persekutuan, Malaysia

Attn: Dr. Tham Seng Kong

E-mail: drtham@alpsmedical.com

If to an Investor, to the address set forth below such Investor’s name on Exhibit A hereto.

6.4 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

6.5 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient delivery thereof.

6.6 Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Merger Agreement or any Additional Agreement. Without limiting the foregoing, the Pre-BC Investors hereby acknowledge and agree that this Agreement amends and restates and supersedes the Original Registration Rights Agreement in its entirety.

6.7 Modifications and Amendments. Any term of this Agreement may be amended or modified with the written consent of Pubco and the holders of a majority of the Registrable Securities then outstanding; provided that no such amendment or modification may affect any Investor in a manner material and disproportionately adverse to other Investors without the prior written consent of such Investor.

6.8 Titles and Headings; Interpretation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

6.9 Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.

6.10 Remedies Cumulative. In the event that Pubco fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

6.11 Governing Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of Delaware applicable to agreements made, without giving effect to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction.

6.12 Consent to Jurisdiction; Waiver of Trial by Jury. The parties hereto agree to submit any matter or dispute resulting from or arising out of the execution, performance, interpretation, breach or termination of this Agreement to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware does not have jurisdiction, a federal court sitting in Wilmington, Delaware) (or any appellate courts thereof). Each of the parties agrees that service of any process, summons, notice or document in the manner set forth in Section 6.3 hereof or in such other manner as may be permitted by applicable law, shall be effective service of process for any proceeding in the State of New York with respect to any matters to which it has submitted to jurisdiction in this Section 6.12. Each party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware does not have jurisdiction, a federal court sitting in Wilmington, Delaware) (and any appellate courts thereof) in any action or proceeding arising out of or relating to this Agreement, and each of the parties hereby irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such court, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

6.13 Termination of Merger Agreement. This Agreement shall be binding upon each party upon such party’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. In the event that the Merger Agreement is validly terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void and be of no further force or effect, and the parties shall have no obligations hereunder.

6.14 Term. This Agreement shall terminate upon the earlier of (i) the fifth anniversary of the date of this Agreement or, (ii) on a holder of Registrable Securities-by-holder of Registrable Securities basis, on the date as of which (A) all of the Registrable Securities held by such holder have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) such holder of Registrable Securities is permitted to sell all of its Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale.

[SIGNATUREPAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

PUBCO:
Alps Global Holding Pubco
By:	/s/Tham Seng Kong
Name:	Dr.<br>Tham Seng Kong
Title:	Director
PRE-BC INVESTORS:
GL Sponsor LLC
By:	/s/Say Leong Lim
Name:	Say Leong Lim
Title:	Chairman & CEO
Public Gold Marketing Sdn Bhd
By:	/s/ Dato Wira Ng Chun Hau
Name:	Dato Wira Ng Chun Hau
Title:	Director
By:	/s/ Kelvin ((Zeng Yenn) Chin
Name:	Kelvin (Zeng Yenn) Chin
By:	/s/ Hui Liang Wong
Name:	Hui Liang Wong
By:	/s/ Say Leong Lim
Name:	Say Leong Lim
By:	/s/ Hong Shien Beh
Name:	Hong Shien Beh
By:	/s/ Kian Huat Lai
Name:	Kian Huat Lai
ALPS HOLDCO SHAREHOLDER:
Name:	/s/ Alps Holdco Shareholder
Title:	****

[SignaturePage to Amended and Restated Registration Rights Agreement]

EXHIBITA

Name and Address of Pre-BC Investors

Name of Investor	Address
Public Gold Marketing Sdn.<br> Bhd	Plot 21, Technoplex, Medan<br> Bayan Lepas, Taman Perindustrian Bayan Lepas, Phase IV, 11900 Penang
GL Sponsor LLC	1180 Avenue of the Americas,<br> 8th Floor New York, NY 10036
Say Leong Lim	200 Continental Drive,<br> Suite 401, Newark, Delaware, NY 19713.
Kelvin (Zeng Yenn) Chin	200 Continental Drive,<br> Suite 401, Newark, Delaware, NY 19713.
Hong Shien Beh	200 Continental Drive,<br> Suite 401, Newark, Delaware, NY 19713.
Kian Huat Lai	200 Continental Drive,<br> Suite 401, Newark, Delaware, NY 19713.
Hui Liang Wong	200 Continental Drive,<br> Suite 401, Newark, Delaware, NY 19713.

EXHIBITB

Alps Holdco Shareholders

1.	Affluxury<br> Berhad
2.	Agnes<br> Wong Ling Lee
3.	Alphacap<br> Berhad
4.	Ang<br> Chai Kian
5.	Ang<br> Hee Yeou
6.	Antara<br> Emas Sdn. Bhd.
7.	Ashley<br> Wong Po Yin
8.	Aslan<br> Bacho
9.	Azizul<br> Bin Abdul Rahman
10.	Ben<br> Iskandar Bin Mohd. Razef
11.	Benjamin<br> George
12.	Brian<br> Henry Scott
13.	Chair<br> Ngar Kieng
14.	Chan<br> Kuo Wei
15.	Chan<br> Ten Weng
16.	Chan<br> Yoke Ying
17.	Chang<br> Chun Hee
18.	Chang<br> Hao Ker
19.	Chang<br> Woei Jou
20.	Che<br> Rahim Bin Che Daud
21.	Chee<br> Tuck Weng
22.	Chen<br> Lai Koon
23.	Chew<br> Chin Hoong
24.	Chew<br> Seow Boi
25.	Chew<br> Soon Keong
26.	Chew<br> Thiar Loon @Chew Thiang Soon
27.	Chew<br> Yoke Ling
28.	Chia<br> Kok Khaw
29.	Chiang,<br> Ruei-Hong
30.	Chiew<br> June Heng
31.	Chok<br> Kwee Wah
32.	Chong<br> Kok Liang
33.	Chou<br> Hai Cheng
34.	Christie<br> Tan Poh Chu
35.	Chua<br> Boon Ping
36.	Chua<br> Giat Lee
37.	Chua<br> Su Chong
38.	Chua<br> Swee Peng
39.	Khong<br> Lian Kiew
40.	Chua<br> Boon Yi
41.	Chua<br> Boon Chun
42.	Crystal<br> Propel Sdn. Bhd.
43.	CIMB<br> Islamic Trustee Berhad as the executor and trustee for the estate of Dato’ Yusli Bin Mohamed Yusoff
44.	Daulah<br> Holding Sdn. Bhd.
45.	Deltacap<br> Sdn. Bhd.
46.	Ding<br> Ke Xiang
47.	Dr<br> Barath A/L Malla Naidu
---	---
48.	Dr.<br> Ng Chin Leong
49.	Dr.<br> Wan Sazrina Binti Wan Zaid
50.	Dr.<br> Wong Jeh Shyan
51.	Dr.<br> Tham Seng Kong
52.	Engku<br> Nur Zakiah Binti Syed Mohamed
53.	Eugene<br> Lee
54.	Faizal<br> Bin Jamat
55.	Faridah<br> Hanim Binti Haron
56.	Fatanah<br> Ventures Berhad
57.	Fong<br> Wern Chern
58.	Phoon<br> Ngah Wan
59.	Fovty<br> Tech Sdn. Bhd.
60.	Gan<br> Kian Chong
61.	Gao,<br> Yuan
62.	Germaine<br> Phoon Synn Munn
63.	Goh<br> Jasmine
64.	Goh<br> Jeffrey
65.	Hayati<br> Binti Ismail
66.	Hazimah<br> Binti Malek
67.	Heng<br> Lek Nee
68.	Heng<br> Yue Yue
69.	Hew<br> Pik Wai
70.	Ho<br> Kian Hui
71.	Hon<br> Joe Hang
72.	Hui<br> Wai Kwok
73.	IPO<br> House Berhad
74.	Irewards<br> Global Sdn. Bhd.
75.	Jamal<br> Abdul Nasser Bin Zakaria
76.	Jashida<br> Binti Mohamed Kamal
77.	Jescelynn<br> Wong Fung Yee
78.	Joey<br> Lee
79.	Khong<br> Lian Kiew
80.	Khoo<br> Kiat Beng
81.	Khoo<br> Shuh Mey
82.	Khor<br> Chin Poey
83.	Koay<br> Ee Boon
84.	Koh<br> Kuan Yew
85.	Kok<br> Weng Siong
86.	Kong<br> Siew Hoong
87.	Kua<br> Siau Ying
88.	Lai<br> Jiunn Wen
89.	Lam<br> Hui Sim
90.	Lau<br> Moo Leong
91.	Lau<br> Yung Liem
92.	Lee<br> Chai Ling
93.	Lee<br> Jou Yee
94.	Lee<br> Yuk Choi
95.	Leong<br> Kon Ming
96.	Leong<br> Nelson
97.	Li,<br> Cui
98.	Lian<br> Ooi Loon
---	---
99.	Liang<br> Yoke Ling
100.	Lim<br> Hong Khin
101.	Lim<br> Huai Guo
102.	Lim<br> Kuang Sia
103.	Lim<br> Lai Ping
104.	Lim<br> Ooi Chow
105.	Lim<br> Seok Ping
106.	Lim<br> Siow Wee
107.	Lim<br> Tian Noi
108.	Lim<br> Wai Hong
109.	Lim<br> Wai Kuok
110.	Lin<br> Fook Sing
111.	Lo<br> Yiing Shin
112.	Loi<br> Kheng Seong
113.	Low<br> Lai Chu
114.	Low<br> Lai Keng
115.	Low<br> Lai Youn
116.	Low<br> Wei Sim
117.	Low<br> Yock Chen
118.	Ma<br> Jing
119.	MOC<br> Capital Berhad
120.	Mohamad<br> Sabri Bin Mohd Shaffi
121.	Mohd<br> Razef Bin Abdullah
122.	Mok<br> See Zhuang
123.	Mok<br> Yim Yin
124.	Mong<br> Li Shun
125.	Mong<br> Yong Shin
126.	Muhammad<br> Hanif Bin Azmi
127.	Nah<br> Yoke Eng
128.	Nazar<br> Bin Mohd Idrus
129.	Nazran<br> Bin Nazar
130.	Neo<br> Khean Lee
131.	Neo<br> Kian Huat
132.	Ng<br> Leong Bee
133.	Ng<br> See Kee
134.	Ngo<br> Kee Fook
135.	Noor<br> Zamani Binti Baharuddin
136.	Noorhaniza<br> Binti Abdullah
137.	Norshida<br> Binti Ali
138.	Nur<br> Dayana Binti Azman Wong
139.	Onetwo<br> Choose Sdn. Bhd.
140.	Ong<br> Kean Leong
141.	Ong<br> Moh Ching
142.	Ong<br> Tee Keat
143.	Ong<br> Yeow Hwee David
144.	Oo<br> Lin Thai
145.	Pang<br> Mei Fong
146.	Phan<br> Thi Ngoc Bich
147.	Phoo<br> Mun Chan @ Phoon Mun Chan
148.	Phoon<br> Khai Foh
149.	Phoon<br> Ngah Wan
---	---
150.	Poh<br> Kok Keong
151.	Poon<br> Kian Huat
152.	Precession<br> Capital Berhad
153.	Putri<br> Zharifa Binti Amdun
154.	Qin<br> Lihui
155.	Razim<br> Faris Bin Malek @ Othman
156.	Redzuan<br> Bin Abd Aziz
157.	Roselfida<br> Salmah Binti Daud
158.	Saw<br> Sang Loong
159.	Say<br> Choong Seng @ Chia Choong Seng
160.	Seu<br> Ting Wai
161.	Shahirul<br> Basir Bin Mohamed Sultan
162.	Sinoman<br> International Capital Berhad
163.	Siti<br> Maria Binti Juwaini
164.	Siti<br> Nooruhani Binti Ibrahim
165.	So<br> Bee Hwe
166.	So<br> Jing Theng
167.	Solo<br> Labeller Technology Sdn. Bhd.
168.	Soon<br> Siew Yin
169.	Tai<br> Chee Chong
170.	Tan<br> Ai Hong
171.	Tan<br> Chong Hwa
172.	Tan<br> Chor Lee
173.	Tan<br> Hui Lian
174.	Tan<br> Keat Ying
175.	Tan<br> Mee Su
176.	Tan<br> Weoi Tar
177.	Tan<br> Yen Lean
178.	Tan<br> Yu Yun (Chen Yuying)
179.	Tay<br> Hong Son
180.	Tay<br> Hwee Leck
181.	Tay<br> May Chan
182.	Tay<br> Tong Kui
183.	Tee<br> Siew Poh
184.	Teh<br> Kok Hui
185.	Teh<br> Kok Kuan
186.	Teh<br> Swee Bee
187.	Teh<br> Yen Peng
188.	Teh<br> Yen Shing
189.	Teng<br> Seng Wen
190.	Tham<br> Chong Wai
191.	Tham<br> Yang Xi
192.	Tiew<br> Tze Tong
193.	Ting<br> Ju Teen
194.	Uf<br> Engineering Supply Sdn. Bhd.
195.	Venture<br> Equity Berhad
196.	Wan<br> Sazril Bin Wan Zaid
197.	Wan<br> Sazriz Bin Wan Zaid
198.	Wan<br> Sazrudeen Bin Wan Zaid
199.	Wealthpier<br> Berhad
200.	Wong<br> Chau
201.	Wong<br> E Zung
202.	Wong<br> Fuat Jun
203.	Wong<br> Man Ling Brenda
204.	Wong<br> Sai Mei
205.	Wong<br> Sim Kuan
206.	Wong<br> Sui Ting
207.	Wong<br> Yeow Men
208.	Wong<br> Yin Hui
209.	Wong<br> Yu Han
210.	Yang<br> Loong Marketing Sdn. Bhd.
211.	Yap<br> Mou Sing
212.	Yap<br> Poh Lan
213.	Yap<br> Tek Sang
214.	Yap<br> Yee Men
215.	Ye<br> Yongle
216.	Yee<br> Yun Jek
217.	Zhang,<br> Yongming
218.	Zuo<br> Xia Lin

Exhibit4.1

ASSIGNMENT,ASSUMPTION AND AMENDMENT TO WARRANT AGREEMENT

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is made and entered into as of __________, 202_ by and among (i) Globalink Investment Inc., a Delaware corporation (the “Purchaser”), (ii) Alps Global Holding Pubco, an exempted company formed in the Cayman Islands (the “Pubco”), and (iii) Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Warrant Agreement (as defined below) (and if such term is not defined in the Warrant Agreement, then the Business Combination Agreement (as defined below)).

RECITALS

WHEREAS, Purchaser and the Warrant Agent are parties to that certain Warrant Agreement, dated as of December 6, 2021 (as amended, including, without limitation, by this Amendment, the “Warrant Agreement”), pursuant to which the Warrant Agent agreed to act as the Purchaser’s warrant agent with respect to the issuance, registration, transfer, exchange, redemption and exercise of (i) warrants to purchase shares of common stock included in the units of the Purchaser issued in Purchaser’s initial public offering (“IPO”) (the “Public Warrants”), and (ii) warrants to purchase shares of common stock of the Purchaser acquired by Public Gold Marketing Sdn. Bhd. (the “Private Placement Investor”), in a private placement concurrent with the IPO (the “Private Placement Warrants”, and together with the Public Warrants, the “Warrants”);

WHEREAS, (i) Purchaser, (ii) Pubco, (iii) Alps Life Sciences Inc, a Cayman Islands company (“Alps Holdco” or the “Target”), (iv) Alps Biosciences Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of PubCo (“Merger Sub”), (v) GL Sponsor LLC, a Delaware limited liability company, in the capacity as the representative for stockholders of the Purchaser (the “Parent Representative” or “Sponsor”), and (v) Dr. Tham Seng Kong, an individual, in the capacity as the representative for the shareholders of the Target (the “Seller Representative”), are parties to that certain Amended and Restated Business Combination Agreement, dated as of May 20, 2024 (as it may be further amended from time to time in accordance with the terms thereof, the “Business Combination Agreement”);

WHEREAS, pursuant to the Business Combination Agreement, subject to the terms and conditions thereof, among other matters: (i) on the Closing Date, Purchaser will merge with and into Pubco (the “Redomestication Merger”), with Pubco surviving the Redomestication Merger and remaining as the surviving publicly traded entity, and the outstanding securities of the Purchaser being converted into the right to receive Pubco securities; (ii) on the Closing Date and immediately following the Redomestication Merger, and as part of the same overall transaction as the Redomestication Merger, Merger Sub will merge with and into the Target (the “AcquisitionMerger”, and together with the Redomestication Merger, the “Mergers”), with the Target surviving the Acquisition Merger as a wholly-owned subsidiary of Pubco and the outstanding securities of the Target being converted into the right to receive securities of Pubco; and, in connection therewith, (iii) each outstanding warrant of the Purchaser shall be assumed by Pubco and become a warrant to purchase the same number of ordinary shares of Pubco at the same exercise price during the same exercise period and otherwise on the same terms as the warrants of the Purchaser being assumed all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the provisions of applicable law;

WHEREAS, upon consummation of the Mergers, as provided in Section 4.5 of the Warrant Agreement and Section 2.2(c) of the Business Combination Agreement, each of the issued and outstanding Warrants will no longer be exercisable for shares of common stock of the Purchaser but instead will be exercisable (subject to the terms and conditions of the Business Combination Agreement and the Warrant Agreement as amended hereby) for the same number of ordinary shares of Pubco (as defined in the Business Combination Agreement) at the same exercise price per share during the same exercise period and otherwise on the same terms as the Warrants being assumed;

WHEREAS, all references to “Common Stock” or “shares of Common Stock” in the Warrant Agreement (including all Exhibits thereto) shall mean ordinary shares, par value US$0.0001 per share, of Pubco (together with any other securities of Pubco or any successor entity issued in consideration of (including as share sub-divisions, share dividends, consolidations, capitalizations, re-designations and the like) or in exchange for any of such securities, “Pubco Ordinary Shares”);

WHEREAS, the board of directors of Purchaser has determined that the consummation of the transactions contemplated by the Business Combination Agreement will constitute a Business Combination (as defined in the Warrant Agreement); and

WHEREAS, in connection with the Mergers, Purchaser desires to assign all of its right, title and interest in the Warrant Agreement to Pubco, and Pubco wishes to accept such assignment and assume all the liabilities and obligations of Purchaser under the Warrant Agreement with the same force and effect as if Pubco were initially a party to the Warrant Agreement.

NOW,THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Assignment and Assumption; Consent.

(a) Assignment and Assumption. The parties hereby agree to add Pubco as a party to the Warrant Agreement. In connection therewith, Purchaser hereby assigns to Pubco, from and after the Effective Time (as defined below), all of Purchaser’s right, title and interest in and to the Warrant Agreement and the Warrants (each as amended hereby). Pubco hereby assumes and agrees, from and after the Effective Time, to pay, perform, satisfy and discharge in full, as the same become due, all of Purchaser’s liabilities and obligations under the Warrant Agreement and the Warrants (each as amended hereby) arising from and after the Effective Time with the same force and effect as if Pubco were initially a party to the Warrant Agreement. By executing this Amendment, Pubco hereby agrees to be bound by and subject to all of the terms and conditions of the Warrant Agreement, as amended by this Amendment, from and after the Effective Time, as if it were the original “Company” party thereto.

(b) Consent. The Warrant Agent hereby consents to the assignment of the Warrant Agreement and the Warrants by Purchaser to Pubco and the assumption by Pubco of the Purchaser’s obligations under the Warrant Agreement pursuant to Section 1 hereof effective as of the Effective Time, the assumption of the Warrant Agreement and Warrants by Pubco from Purchaser pursuant to Section 1 hereof effective as of the effective time of the Mergers (the “Effective Time”), and to the continuation of the Warrant Agreement and Warrants in full force and effect from and after the Effective Time, subject at all times to the Warrant Agreement and Warrants (each as amended hereby) and to all of the provisions, covenants, agreements, terms and conditions of the Warrant Agreement and this Agreement.

2. Amendments to Warrant Agreement. The parties hereto hereby agree to the following amendments to the Warrant Agreement:

(a) Defined Terms. The defined terms in this Amendment, including in the preamble and recitals hereto, and the definitions incorporated by reference from the Business Combination Agreement, are hereby added to the Warrant Agreement as if they were set forth therein.

(b) Preamble. The preamble of the Warrant Agreement is hereby amended by deleting “Globalink Investment Inc., a Delaware corporation” and replacing it with “Alps Global Holding Pubco, an exempted company formed in the Cayman Islands”. As a result thereof, all references to the “Company” in the Warrant Agreement shall be amended such that they refer to Pubco rather than Purchaser.

(c) Reference to Company Ordinary Shares. All references to “Common Stock” or “shares of Common Stock” in the Warrant Agreement (including all Exhibits thereto) shall mean Pubco Ordinary Shares and any other securities of Pubco or any successor entity issued in consideration of (including as share sub-divisions, share dividends, consolidations, capitalizations, re-designations and the like) or in exchange for any of such securities.

(c) Reference to Warrants. All references to “Warrants” as used in the Warrant Agreement (including all Exhibits thereto) shall include any and all Pubco Warrants into which the Warrants automatically convert upon the Effective Time. The parties further agree that any reference (as applicable and as appropriate) in the Warrant Agreement to a Warrant will instead refer to Pubco Warrants (and any warrants of Pubco or any successor entity issued in consideration of or in exchange for any of such warrants).

(d) Notices. Section 9.2 of the Warrant Agreement is hereby amended to delete the address of the Company for notices under the Warrant Agreement and instead add the following address for notices to Pubco under the Warrant Agreement as the “Company” party thereunder:

If to Pubco to:	with a copy (which will not constitute notice) to:
Alps<br> Life Sciences Inc<br><br> <br>Unit<br> E-18-01 & E-18-02 Level 18<br><br> <br>Icon<br> Tower (East)<br><br> <br>No.<br> 1 Jalan 1/68F, Jalan Tun Razak<br><br> <br>50400<br> Kuala Lumpur<br><br> <br>Wilayah<br> Persekutuan, Malaysia<br><br> <br>Attn:<br> Dr. Tham Seng Kong; Low Wei Sim; Christie Elizabeth	Jenny<br> Chen-Drake, Esq.<br><br> <br>The<br> Law Offices of Jenny Chen-Drake<br><br> <br>1441<br> New Highway 96 West, Suite 2, #123<br><br> <br>Franklin,<br> Tennessee 37064<br><br> <br>(310)<br> 358-0880<br><br> <br>jchendrake@gmail.com
E-mail:<br> drtham@alpsmedical.com; amanda@alpsmedical.com; christie@alpsmedical.com

3. Effectiveness. Notwithstanding anything to the contrary contained herein, this Amendment shall only become effective upon the Closing. In the event that the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, this Amendment and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

4. Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Warrant Agreement are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Warrant Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set forth herein. Any reference to the Warrant Agreement in the Warrant Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith, shall hereinafter mean the Warrant Agreement as the case may be, as amended by this Amendment (or as such agreement may be further amended or modified in accordance with the terms thereof). The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent with the provisions of the Warrant Agreement, as it applies to the amendments to the Warrant Agreement herein, including without limitation Section 9 of the Warrant Agreement.

[REMAINDEROF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]

INWITNESS WHEREOF, each party hereto has caused this Amendment to Assignment, Assumption and Amendment to Warrant Agreement to be signed and delivered by its respective duly authorized officer as of the date first above written.

Purchaser:
Globalink Investment Inc.
By:
Name:
Title:
Pubco:
Alps Global Holding Pubco
By:
Name:
Title:
Warrant Agent:
Continental Stock Transfer & Trust Company
By:
Name:
Title:

[SignaturePage to Amendment to Warrant Agreement]

Exhibit 4.13

Exhibit 4.28

ALPSGLOBAL HOLDING PUBCO

DIRECTORRETAINER AGREEMENT

THIS DIRECTOR RETAINER AGREEMENT (“Agreement”) is entered into by and between Alps Global Holding Pubco, a Cayman Islands exempted company (“Corporation”) and ______________ (“Director”) as of _____ ___, 2025.

WHEREAS, Director has been duly elected as a director of the Corporation in accordance with the Corporation’s bylaws; and

WHEREAS, the Corporation wishes to compensate Director as consideration for his expected service as a director;

NOW THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the parties agree as follows:

1.	Services Provided.

Director agrees, subject to Director’s continued status as a director as determined by the Board of Directors of the Corporation (“Board”) and its stockholders (if applicable), to serve as a member of the Board [and, subject to Director’s appointment thereto, the (1) Audit Committee, (2) Compensation Committee and (3) Nominating/Governance Committee of the Board (each a “Committee”)] and to provide those services (“Services”) required of a director [and Committee member] under the Corporation’s Articles of Association and Memorandum of Association (“Charter Documents”), as both may be amended from time to time, and under the Companies Act (Revised) and corporate and securities laws and other laws and regulations of the Cayman Islands, as applicable.

Director agrees to cooperate with the Corporation and its attorneys, both during and after the termination of this Agreement, in connection with any litigation or other proceeding arising out of or relating to matters of which Director was involved prior to the termination of this Agreement. Director’s cooperation shall include, without limitation, providing assistance to Corporation’s counsel, experts and consultants, and providing truthful testimony in pretrial and trial or hearing proceedings. In the event that Director’s cooperation is requested after the termination of this Agreement, Corporation will (x) seek to minimize interruptions to Director’s schedule to the extent consistent with its interests in the matter; and (y) reimburse Director for all reasonable and appropriate out-of-pocket expenses actually incurred by Director in connection with such cooperation upon reasonable substantiation of such expenses.

Director agrees that Director will not testify voluntarily in any lawsuit or other proceeding which directly or indirectly involves Corporation, or any affiliated companies, or which may create the impression that such testimony is endorsed or approved by Corporation or its affiliated companies, without advance notice (including the general nature of the testimony) to and, as such testimony is without subpoena or other compulsory legal process the approval of, the Corporation’s general counsel.

2.	Nature of Relationship.

Director is an independent contractor and will not be deemed an employee of the Corporation for purposes of employee benefits, income tax withholding, unemployment benefits or otherwise. Except as authorized by the Board of Directors or the Corporation’s Charter Documents, or as allowed by law, Director shall not hold himself out as an agent of the Corporation or enter into any agreement or incur any obligations on the Corporation’s behalf. This Agreement shall not be deemed an employment contract between the Corporation (or any of its subsidiaries or related companies) and Director. Director specifically acknowledges that the term of service provided by this Agreement is set forth in Section 7 below.

3.	Corporation Information.

The Corporation will supply to Director, at the Corporation’s expense:

a.	periodic<br> briefings on the business and operations of the Corporation;
b.	“director<br> packages” (which will include but will not be limited to, for example, meeting agendas and Corporation reports) for each Board<br> and Committee meeting, at a reasonable time before each meeting;

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| --- | | c. | Copies | --- | --- | | d. | Any | e. | Any | 4. | --- | --- | | 4.1 | Director | --- | --- | | 4.2 | Director | 4.3 | Director | 4.4 | Director | 5. | --- | --- | | 5.1 | Retainer. | --- | --- | | 5.2 | Expenses. | 6. | --- | --- | | 6.1 | The | --- | --- | | 7. | Term | --- | --- | | 7.1 | This | --- | --- | | 7.2 | The | 7.3 | Director | 7.4 | Director | 7.5 | This | 7.6 | In | 7.7 | Upon of minutes of all requested stockholders’, directors’ and applicable Committee meetings; | other materials that are required under the Charter Documents or the charter of any Committee on which the Director serves; and | other materials which may, in the reasonable judgment of Corporation, be necessary for performing the Services. | | Representations, Warranties and Covenants of Director. | agrees to provide complete and accurate information and to permit Corporation to perform a full background investigation. Accordingly, Director represents and warrants that the information provided to the Corporation regarding Director’s experience, background and expertise is truthful, accurate and complete. | represents and warrants that the performance of the Services will not violate any agreement to which Director is a party, compromise any rights or trust between any other party and Director, or create a conflict of interest. | agrees not to enter into any agreement during the term of this Agreement that will create a conflict of interest with this Agreement. | agrees to comply with all applicable state and federal laws and regulations, including Section 10 and Section 16 of the Securities and Exchange Act of 1934 and the rules promulgated thereunder. | | Compensation. | The Corporation shall pay Director a cash retainer of __________________ (MYR______) per calendar month during Director’s period of Service (“Retainer”), payable in accordance with the Corporation’s normal and customary practices. | The Corporation will reimburse Director for reasonable expenses incurred in the performance of the Services promptly upon submission of invoices and receipts for such expenses in a form reasonably acceptable to the Corporation, provided that such expenses are approved in writing in advance. Such approval by the Corporation shall not be unreasonably withheld or delayed. Director’s expenses shall not be reimbursable hereunder if those expenses do not qualify for reimbursement under the Charter Documents. | | Indemnification. | Corporation has previously executed, or shall execute concurrently with the execution of this Agreement, an Indemnity Agreement with Director substantially in the form attached hereto as Exhibit A. | and Termination. | Agreement shall be effective beginning on the date hereof and continuing until the last day of Director’s current term as a director of the Corporation, unless earlier terminated as provided in this Section. This Agreement shall automatically renew upon the date of Director’s reelection as a director of the Corporation. | term of service as a Director under this Agreement is as specified in the bylaws of the Corporation, unless earlier terminated as provided in this Section. | may at any time, and for any reason, resign from such position subject to any other contractual obligation or any obligation imposed by operation of law. | may be removed from the Board or any Committee, with or without cause. | Agreement shall automatically terminate upon the death or disability of Director or upon his resignation or removal from the Board. For purposes of this Section, “disability” shall mean the inability of Director to perform the Services for a period of at least fifteen (15) consecutive days. | the event of any termination of this Agreement, Director agrees to return any materials received from the Corporation pursuant to Section 3 of this Agreement except as may be necessary to fulfill any outstanding obligations hereunder. Director agrees that the Corporation has the right of injunctive relief to enforce this provision. | termination of this Agreement, the Corporation shall promptly pay Director all unpaid compensation due, pursuant to Section 5 above, and expense reimbursements incurred, if any, as of the date of termination, upon receipt of reasonable documentation. |

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Director shall, concurrently with the execution of this Agreement, enter into a Proprietary Information, Inventions and Non-Competition Agreement with the Corporation substantially in the form attached hereto as Exhibit B.

9.	Assignment.

This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and, except as otherwise expressly provided herein, neither this Agreement, nor any of the rights, interests or obligations hereunder shall be assigned by either of the parties hereto without the prior written consent of the other party.

10.	General.
10.1	Governing<br> Law and Venue. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance<br> with, the laws of the Cayman Islands, without regard to its conflict of laws rules. The Corporation and Director hereby irrevocably<br> and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought<br> only in the Cayman Islands (the “Caymans Court”), and not in any other state or federal court in the United States<br> of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Caymans Court for purposes<br> of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue<br> of any such action or proceeding in the Caymans Court and (iv) waive, and agree not to plead or to make, any claim that any such<br> action or proceeding brought in the Caymans Court has been brought in an improper or inconvenient forum.
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10.2	Notices.<br> All notices and other communications required or permitted hereunder will be in writing and will be delivered by hand or sent by<br> overnight courier or e-mail to:

Corporation:<br><br> <br>Alps<br> Global Holding Pubco<br><br> <br>Unit<br> E-18-01 & E-18-02, Level 18, Icon Tower (East)<br><br> <br>No.<br> 1, Jalan 1/68F, Jalan Tun Razak<br><br> <br>50400<br> Kuala Lumpur<br><br> <br>Wilayah<br> Persekutuan, Malaysia<br><br> <br>Attn: Chief Executive Officer<br><br> <br>Fax:<br>___________________________<br><br> <br>e-mail:<br>________________________	Director:<br><br> <br>[Insert<br> info]<br><br> <br>Fax:<br> _________________________________<br><br> <br>email: _________________________________

10.3

Severability. In the event that any provision of this Agreement is held to be unenforceable under applicable law, this Agreement will continue in full force and effect without such provision and will be enforceable in accordance with its terms.

10.4

Survival of Obligations. Notwithstanding the expiration or termination of this Agreement, neither party hereto shall be released hereunder from any liability or obligation to the other which has already accrued as of the time of such expiration or termination (including, without limitation, Corporation’s obligation to make any fees and expense payments) or which thereafter might accrue in respect of any act or omission of such party prior to such expiration or termination.

10.5

Entire Agreement. This Agreement, along with the Exhibits referenced herein that may be previously or contemporaneously executed, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements and understanding other than this Agreement relating to the subject matter hereof.

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| --- | | 10.6 | Amendment and Waiver. This Agreement may be amended only by a written agreement executed by the parties hereto. No provision of this Agreement may be waived except by a written document executed by the party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver. | | --- | --- | | 10.7 | Counterparts. This Agreement may be signed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one instrument. The parties hereto agree to accept a facsimile transmission copy of their respective actual signatures as evidence of their actual signatures to this Agreement and any modification or amendment of this Agreement; provided, however, that each party who produces a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax, a true and correct original copy of his or her signature in overnight mail to the address of the other party. |

[Theremainder of this page has been intentionally left blank. Signature page(s) to follow]

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IN WITNESS WHEREOF, the undersigned have executed this Director Retainer Agreement as of the date first written above.

ALPS GLOBAL HOLDING PUBCO
By:
Printed<br> Name: _____________________
Title:	Chief<br> Executive Officer
DIRECTOR
By:
	_________________________

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EXHIBITA

INDEMNITYAGREEMENT

This Indemnity Agreement (“Agreement”) is effective as of ____ ___, 2025, by and between Alps Global Holding Pubco, a Cayman Islands exempted company (the “Company”), and __________ (“Indemnitee”).

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities.

WHEREAS, the Articles of Association and Memorandum of Association of the Company require indemnification of the officers and Board of Directors of the Company (the “Board”). Indemnitee may also be entitled to indemnification pursuant to the Companies Act (Revised) (“Companies Act”). The Articles of Association and Memorandum of Association of the Company and the Companies Act expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified.

WHEREAS, this Agreement is a supplement to and in furtherance of the Articles of Association and Memorandum of Association of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee does not regard the protection available under the Company’s Articles of Association and Memorandum of Association and insurance as adequate in the present circumstances, and may not be willing to serve as a director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified;

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section

Services to the Company. Indemnitee agrees to serve as a director of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue to allow Indemnitee to serve as a director. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee may be removed as a director at any time for any reason, with or without cause, in accordance with the Company’s Articles of Association and Memorandum of Association, the Companies Act and any agreement between Company and Indemnitee. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director of the Company.

Section 2. Definitions. As used in this Agreement:

(a) A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i) Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing twenty percent (20%) or more of the combined voting power of the Company’s then outstanding securities;

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(ii) Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(a)(i), 2(a)(iii) or 2(a)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a least a majority of the members of the Board;

(iii) Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;

(iv) Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and

(v) Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.

For purposes of this Section 2(a), the following terms shall have the following meanings:

(A) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(B) “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(C) “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the Company with another entity.

(b) “Corporate Status” describes the status of a person who is or was a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership or joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Company.

(c) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(d) “Enterprise” shall mean the Company and any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary.

(e) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

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(f) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements) or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(g) “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, including any appeal therefrom, in which Indemnitee was, is or will be involved as a party, a potential party, a non-party witness or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action taken by him or of any action or inaction on his part while acting as director or officer of the Company, or by reason of the fact that he is or was serving at the request of the Company as a director, trustee, general partner, managing member, officer, employee or agent of another corporation, partnership, joint venture, trust or fiduciary of the Company or any other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.

(h) Reference to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

Section 3. Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding had no reasonable cause to believe that his conduct was unlawful.

Section 4. Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

Section 5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses actually and reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

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Section 6. Indemnification For Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

Section 7. Additional Indemnification.

(a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or threatened to be made a party to or a participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding.

(b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to:

(i) to the fullest extent permitted by the provision of the Companies Act that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the Companies Act; and

(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the Companies Act adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Section 8. Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision, except (i) to the extent that amounts are thereafter “clawed back” or otherwise under dispute and (ii) as may be otherwise agreed upon by the Company in writing;

(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or

(c) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of the Proceeding) prior to its initiation (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is initiated by Indemnitee to enforce his rights under this Agreement.

Section 9. Advances of Expenses. Notwithstanding any provision of this Agreement to the contrary, the Company shall advance the expenses incurred by Indemnitee in connection with any Proceeding within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be so included), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed**.** The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that the Indemnitee undertakes to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. This Section 9 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 8.

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Section 10. Procedure for Notification and Defense of Claim.

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification, not later than thirty (30) days after receipt by Indemnitee of notice of the commencement of any Proceeding. The failure by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or under any other agreement (including, without limitation, the Company’s Certificate of Incorporation and Bylaws), and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights hereunder, except to the extent (solely with respect to the indemnity hereunder) that such failure or delay materially prejudices the Company. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.

(b) The Company will be entitled to participate in the Proceeding at its own expense.

Section 11. Procedure Upon Application for Indemnification.

(a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 10(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 11(a) hereof, the Independent Counsel shall be selected as provided in this Section 11(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

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Section 12. Presumptions and Effect of Certain Proceedings.

(a) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has or has not met the applicable standard of conduct.

(b) If the person, persons or entity empowered or selected under Section 11 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 12(b) shall not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 11(a) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination the Board has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 11(a) of this Agreement.

(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

(d) Reliance as Safe Harbor. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. The provisions of this Section 12(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(e) Actions of Others. The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

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Section 13. Remedies of Indemnitee.

(a) In the event that (i) a determination is made pursuant to Section 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 11(a) of this Agreement within forty-five (45) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5 or 6 or the last sentence of Section 11(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Section 3, 4 or 7 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or (vi) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court, selected pursuant to Section 22, to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator through the Judicial Arbitration and Mediation Service (“JAMS”). Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 13(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 13 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c) If a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 13, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification or (ii) a prohibition of such indemnification under applicable law.

(d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 13 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.

Section 14. Non-exclusivity; Survival of Rights; Insurance; Subrogation.

(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s Certificate of Incorporation, the Company’s Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in laws of the Cayman Islands, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Company’s Articles of Association, Memorandum of Association and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

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(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided hereunder) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise except (i) to the extent that amounts are thereafter “clawed back” or otherwise under dispute and (ii) as may be otherwise agreed upon by the Company in writing.

(e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

Section 15. Duration of Agreement. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director or (b) one (1) year after the final termination of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding (including any appeal) commenced by Indemnitee pursuant to Section 13 of this Agreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his heirs, executors and administrators. The Company shall require and shall cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to, by written agreement, expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

Section 16. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 17. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director of the Company.

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(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

Section 18. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.

Section 19. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement or otherwise.

Section 20. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:

(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide to the Company.

(b) If to the Company to:

E-5-2, Megan Avenue 1, Block E

189 Jalan Tun Razak

50400 Kuala Lumpur, Malaysia

Attn: President

or to any other address as may have been furnished to Indemnitee by the Company.

Section 21. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

Section 22. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the Cayman Islands, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 13(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the courts of the Cayman Islands (the “Caymans Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Caymans Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Caymans Court and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Caymans Court has been brought in an improper or inconvenient forum.

Section 23. Coverage. This Agreement shall apply with respect to Indemnitee’s service as a director of the Company prior to the date of this Agreement.

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Section 24. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement. The parties hereto agree to accept a facsimile transmission copy of their respective actual signatures as evidence of their actual signatures to this Agreement and any modification or amendment of this Agreement; provided, however, that each party who produces a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax, a true and correct original copy of his or her signature in overnight mail to the address of the other party.

Section 25. Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

COSMOS GROUP HOLDINGS, INC.		INDEMNITEE
By:	______________________	_______________________________________
Name:	_____________________	Address:___________________
Its:	Chief Executive Officer	___________________

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EXHIBITB

PROPRIETARYINFORMATION, INVENTIONS AND NON-COMPETITION AGREEMENT

This PROPRIETARY INFORMATION, INVENTIONS and NON-COMPETITION AGREEMENT (the “Agreement”) is made and entered into as of ____ ____, 2025 (the “Effective Date”), by and between Alps Global Holding Pubco, a Cayman Islands exempted company (“Corporation”) and ______________ (“Director”).

RECITALS

WHEREAS, the parties desire to assure the confidential status and proprietary nature of the information which may be disclosed by Corporation to the Director; and

AGREEMENT

NOW THEREFORE, in reliance upon and in consideration of the following undertaking, the parties agree as follows:

1.	Nondisclosure.

1.1 Recognition of Corporation’s Rights; Nondisclosure. At all times during the period of time Director serves as a member of the board of directors of the Corporation (“Service Period”) and provides the necessary and requested services in such capacity (“Services”), Director will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Corporation’s Proprietary Information (defined below), except as such disclosure, use or publication may be required in connection with Service to the Corporation, or unless the Corporation expressly authorizes such disclosure in writing. Director will obtain Corporation’s written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that relates to Services and/or incorporates any Proprietary Information. Director hereby assigns to the Corporation any rights Director may have or acquire in such Proprietary Information and recognizes that all Proprietary Information shall be the sole property of the Corporation and its assigns.

1.2 Proprietary Information. The term “Proprietary Information” shall mean any and all confidential and/or proprietary knowledge, data or information of the Corporation, including that which Director may produce in service to the Corporation. By way of illustration but not limitation, “Proprietary Information” includes (a) trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques (hereinafter collectively referred to as “Inventions”); and (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, pricing strategies, licenses, prices and costs, suppliers and customers; and (c) information regarding the skills and compensation of other service providers of the Corporation.

1.3 Third Party Information. Director understands, in addition, that the Corporation has received and in the future will receive from third parties, including clients, customers, consultants, licensees or affiliates, confidential or proprietary information (“ThirdParty Information”). Director understands that the Corporation has a duty to maintain the confidentiality of such Third Party Information and to use it only for certain limited purposes. During the Service Period and thereafter, Director will hold Third Party Information in the strictest confidence and will not disclose Third Party Information to anyone (other than Corporation personnel who need to know such information in connection with their work for the Corporation) or use Third Party Information (except in connection with the performance of Director’s Services for the Corporation), unless expressly authorized by the Corporation in writing.

1.4 No Improper Use of Information of Prior Employers and Others. During the Service Period, Director will not improperly use or disclose any confidential information or trade secrets, if any, of any former or current employer or any other person to whom Director has an obligation of confidentiality, and Director will not bring onto the Corporation premises any unpublished documents or any property belonging to any former or current employer or any other person to whom Director has an obligation of confidentiality unless consented to in writing by that former or current employer or person. In the performance of his duties, Director will only use information which is generally known and used by persons with training and experience comparable to his own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Corporation.

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| --- | | 2. | Assignment of Inventions. | | --- | --- |

2.1 Proprietary Rights. The term “Proprietary Rights” shall mean all trade secrets, patent, copyright, mask work and other intellectual property rights throughout the world.

2.2 Prior Inventions. Inventions, if any, patented or unpatented, which Director made prior to the commencement of the Service Period are excluded from the scope of this Agreement. To preclude any possible uncertainty, Director has set forth on Attachment B (Previous Inventions) attached hereto a complete list of all Inventions that Director has or caused to be (alone or jointly with others) conceived, developed or reduced to practice prior to the commencement of the Service Period, that Director considers to be his property or the property of third parties and that Director wishes to have excluded from the scope of this Agreement (collectively referred to as “PriorInventions”). If such disclosure would cause Director to violate any prior confidentiality agreement, Director shall not list such Prior Inventions in Attachment B but only disclose a cursory name for each such Invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Attachment B for such purpose. If no such disclosure is attached, Director represents that there are no Prior Inventions. If, during the Service Period, Director incorporates a Prior Invention into a Corporation product, process or machine, the Corporation is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, Director agrees that he will not incorporate, or permit to be incorporated, Prior Inventions in any Corporation Inventions without the Corporation’s prior written consent.

2.3 Assignment of Inventions. Subject to Sections 2.4 and 2.6, Director hereby assigns, and agrees to assign in the future when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable, to the Corporation all right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto) whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by Director, either alone or jointly with others, during the Service Period. Inventions assigned to the Corporation, or to a third party as directed by the Corporation pursuant to this Section 2, are hereinafter referred to as “Corporation Inventions.”

2.4 Non-assignable Inventions**.** This Agreement does not apply to an Invention which the Director developed entirely on his or her own time without using the Company’s equipment, supplies, facilities, or trade secret information except for those inventions that either:

●	Relate<br> at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated<br> research or development of the Company; or
●	Result<br> from any Services performed by the Director for the Company.

2.5. Limited Exclusion Notification. Director has reviewed the notification on Attachment A (Limited Exclusion Notification) and agrees that his signature acknowledges receipt of the notification.

2.6 Obligation to Keep Corporation Informed. During the Service Period, and for twelve (12) months after termination of the Service Period, Director will fully disclose in writing to the Corporation all Inventions authored, conceived or reduced to practice by Director, either alone or jointly with others, within no more than thirty (30) days after creation. In addition, Director will disclose to the Corporation all patent applications filed within a year after termination of the Service Period by Director, or on his behalf, within no more than thirty (30) days after filing. At the time of each such disclosure, Director will advise the Corporation in writing of any Inventions that he believes fully qualify for exemption under Section 2.4 of this Agreement, and Director will, at that time, provide all written evidence necessary to substantiate that belief. The Corporation will keep in confidence and will not use for any purpose or disclose to third parties without Director’s consent any confidential information disclosed in writing to the Corporation pursuant to this Agreement relating to Inventions that qualify fully for exemption under the provisions of Section 2.4 of this Agreement. Director will preserve the confidentiality of any Invention that does not fully qualify for exemption under Section 2.4 of this Agreement.

2.7 Works for Hire. Director acknowledges that all original works of authorship which are made by Director (solely or jointly with others) within the scope of Service and which are protectable by copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101) and shall be the sole property of the Corporation.

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2.8 Enforcement of Proprietary Rights. Director will assist the Corporation, or its nominee, to obtain and enforce United States and foreign Proprietary Rights relating to Corporation Inventions in any and all countries, and such Proprietary Rights and Corporation Inventions shall be and remain the sole and exclusive property of the Corporation, or its nominee, whether or not patented or copyrighted. Accordingly, Director will promptly execute, verify and deliver such documents and perform such other acts (including appearances as a witness and assistance or cooperation in legal proceedings) as the Corporation may reasonably request in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. This obligation shall survive and continue beyond the termination of the Service Period, but the Corporation shall compensate Director at a reasonable rate after his termination for the time actually spent providing such assistance.

2.9 Appointment of Corporation as Agent. If, after reasonable effort, the Corporation is unable to secure Director’s signature on any document needed in connection with the actions specified herein, Director hereby irrevocably designates and appoints the Corporation and its duly authorized officers and agents as Director’s agents and attorneys-in-fact, which appointment is coupled with an interest, to act for and in Director’s behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Agreement with the same legal force and effect as if executed by Director. Director hereby waives and quitclaims to the Corporation any and all claims, of any nature whatsoever, which Director now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Corporation.

3.	Records.

Director agrees to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be required by the Corporation) of all Proprietary Information developed by Director and all Inventions made by Director during the Service Period, which records shall be available to and remain the sole property of the Corporation at all times.

4.	Non-Competition Obligation.

Director agrees that during the Service Period, Director will not provide any services or engage in any employment or business activity which is competitive with, or would otherwise conflict with, Director’s Service to the Corporation, without the Corporation’s express written consent. Director agrees further that during the Service Period and for two (2) years after the termination of the Service Period, Director will not, either directly or through others, use trade secret information of the Company to solicit or attempt to solicit any customer, vendor, employee, independent contractor or consultant of the Corporation to terminate his or her relationship with the Corporation in order to become a customer, vendor, employee, consultant or independent contractor to or for any other person or entity including, without limitation, Director.

5.	Non-Solicitation With the Corporation.

Director covenants and agrees that, for a period of two (2) years following termination of the Service Period, Director will not use trade secret information of the Corporation to solicit or engage in competitive business with Corporation’s existing or potential vendors or customers at the time of his separation from the Corporation and Director will not encourage or solicit any customer, vendor, employee or consultant to leave the Corporation for any reason.

6.	No Conflicting Obligation.

Director represents that his performance of all the terms of this Agreement and as a Director to the Corporation does not and will not breach any agreement to keep information acquired by Director prior to the Service Period in confidence or trust. Director has not entered into, and agrees he will not enter into, any agreement either written or oral in conflict herewith.

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| --- | | 7. | Return of Corporation Documents. | | --- | --- |

Upon termination of the Service Period, Director will deliver to the Corporation any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing, comprising or disclosing any Corporation Inventions, Proprietary Information and Third Party Information. Director further agrees that any property situated on the Corporation’s premises and owned by the Corporation, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Corporation at any time with or without notice. Prior to leaving, Director will cooperate with the Corporation in completing and signing the Corporation’s termination statement, which will include, at a minimum, the certifications set forth in Attachment C.

8.	Legal and Equitable Remedies.

Because Director’s services are personal and unique and because Director may have access to and become acquainted with the Proprietary Information of the Corporation, the Corporation shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Corporation may have for a breach of this Agreement.

9.	Notices.

Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or, if sent by certified or registered mail, three (3) days after the date of mailing.

10.	General Provisions.

10.1 Governing Law; Consent to Personal Jurisdiction; Attorney’s Fees. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the Cayman Islands, without regard to its conflict of laws rules. The Corporation and Director hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Cayman Islands (the “Caymans Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Caymans Court for purposes of any action or proceeding arising out of or in connection with this Agreement, and (iii) waive any objection to the laying of venue of any such action or proceeding in the Caymans Court and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Caymans Court has been brought in an improper or inconvenient forum.

10.2 Severability. If one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

10.3 Successors and Assigns. This Agreement will be binding upon Director’s heirs, executors, administrators and other legal representatives and will be for the benefits of the Corporation, its successors, and its assigns.

10.4 Survival. Director agrees that the provisions of this Agreement shall survive the termination of the Service Period and the assignment of this Agreement by the Corporation to any successor-in-interest or other assignee, regardless of the reason or reasons for termination and whether such termination is voluntary or involuntary.

10.5 Nature of Relationship. This Agreement shall not be deemed nor does it create an employment contract between the Corporation (or any of its subsidiaries or related companies) and Director. Director is an independent contractor and shall not be deemed an employee of the Corporation for purposes of employee benefits, income tax withholding, F.I.C.A. taxes, unemployment benefits or any other purpose. Director’s term of service is defined in Section 7 of the Director Retainer Agreement between Director and the Company signed concurrently herewith.

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10.6 Waiver. No waiver by the Corporation of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the Corporation of any right under this Agreement shall be construed as a waiver of any other right. The Corporation shall not be required to give notice to enforce strict adherence to all terms of this Agreement.

10.7 Advice of Counsel. Director acknowledges that, in executing this Agreement, Director has had the opportunity to seek the advice of independent legal counsel, and Director has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation hereof.

10.8 Modification. This Agreement may not be changed, modified, released, discharged, abandoned or otherwise amended, in whole or in part, except by an instrument in writing, signed by Director and the Corporation. Director agrees that any subsequent change or changes in Director’s duties, salary, or compensation shall not affect the validity or scope of this Agreement.

10.9 Entire Agreement. The obligations of this Agreement shall apply to any time during which Director previously provided service, or will in the future provide service, to the Corporation as a consultant or agent if no other agreement governs nondisclosure and assignment of inventions during such period. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged. The headings in this Agreement are used for convenience only and are not to be considered a part of this Agreement or be used to interpret the meaning of any part of this Agreement.

10.10 Counterparts. This Agreement may be signed in two counterparts, each shall be deemed an original and both of which shall together constitute one agreement. The parties hereto agree to accept a facsimile transmission copy of their respective actual signatures as evidence of their actual signatures to this Agreement and any modification or amendment of this Agreement; provided, however, that each party who produces a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax, a true and correct original copy of his or her signature in overnight mail to the address of the other party.

[Theremainder of this page has been intentionally left blank. Signature page(s) to follow]

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IHAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT ATTACHMENT B TO THIS AGREEMENT. NO PROMISESOR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY.

Dated:
By:
Printed<br> Name:

ACCEPTEDAND AGREED TO:

ALPS GLOBAL HOLDING PUBCO
By:
Its:	Chief<br> Executive Officer

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ATTACHMENTA

LIMITEDEXCLUSION NOTIFICATION

THISIS TO NOTIFY you that the foregoing Agreement between you and the Corporation does not require you to assign or offer to assign to the Corporation any invention that you developed entirely on your own time without using the Corporation’s equipment, supplies, facilities or trade secret information except for those inventions that either:

1. Relate at the time of conception or reduction to practice of the invention to the Corporation’s business or actual or demonstrably anticipated research or development of the Corporation;

2. Result from any Services performed by you for the Corporation.

To the extent a provision in the foregoing Agreement purports to require you to assign an invention otherwise excluded from the preceding paragraph, the provision is unenforceable.

This limited exclusion does not apply to any patent or invention covered by a contract between the Corporation and the United States or any of its agencies requiring full title to such patent or invention to be in the United States.

IACKNOWLEDGE RECEIPT of a copy of this notification.

By:
Date:

WITNESSEDBY:

(Printed<br> Name Of Corporation Representative)

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ATTACHMENTB

TO:	[ ]
FROM:
DATE:
SUBJECT:	Previous<br> Inventions

1. Except as listed in Section 2 below, the following is a complete list of all inventions or improvements relevant to the subject matter of my provision of service to Alps Global Holding Pubco, a Cayman Islands exempted company, and all of its affiliates and subsidiaries (collectively, the “Corporation”), that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Corporation:

☐	No<br> inventions or improvements.
☐	See<br> below:
	____________________________________________________________________________________
	____________________________________________________________________________________
	_____________________________________________________________________________________
☐	Additional<br> sheets attached.

2. Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to inventions or improvements generally listed below, the proprietary rights and duty of confidentiality with respect to which I owe to the following party(ies):

****	Invention or Improvement Party(ies)	Relationship
1.	_____________________________________________	______________________________________________
2.	_____________________________________________	______________________________________________
3.	_____________________________________________	______________________________________________
☐	Additional<br> sheets attached.
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ATTACHMENTC

CERTIFICATIONS

[FillOut ONLY Upon Termination of Relationship]

I certify that I do not have in my possession, nor have I failed to return, any records, documents, computer disks, tapes or printouts, sound recordings, customer lists, photographs, data, specifications, drawings, blueprints, reproductions, sketches, notes, reports, proposals, or copies of them, or other documents or materials, equipment, samples, prototypes, models or material containing, comprising or disclosing any Corporation Inventions, Third Party Information or Proprietary Information of the Corporation, its successors and assigns.

I further certify that I have complied with and will continue to comply with all the terms of the Proprietary Information and Inventions Agreement signed by me with the Corporation, including the reporting of any Inventions conceived or made by me covered by such agreement.

I further agree that in compliance with the Proprietary Information and Inventions Agreement, I will preserve as confidential all trade secrets, confidential information, Proprietary Information, Inventions, Third Party Information, Proprietary Rights and Corporation Inventions, as well as any other subject matter pertaining to any business of the Corporation or any of its clients, customers, consultants, licensees, or affiliates.

Date

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| --- |

Exhibit 11(b)

ALPSLIFE SCIENCES

INSIDERTRADING POLICY

Adopted:October 28, 2025

Purpose

This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of Alps Life Sciences (the “Company”) and the handling of confidential information about the Company and the companies with which the Company does business. The Company’s Board of Directors (the “Board”) has adopted this Policy to promote compliance with federal, state and foreign securities laws that prohibit certain persons who are aware of material nonpublic information about a company from: (i) trading in securities of that company; or (ii) providing material nonpublic information to other persons who may trade on the basis of that information.

PersonsSubject to the Policy

This Policy applies to all directors, officers, and employees of the Company and its subsidiaries and affiliates (each, a “CoveredIndividual” and, collectively, “Covered Individuals”). The Board may also determine that other persons should be subject to this Policy, such as agents, contractors, or consultants who have access to material nonpublic information.

In addition, this Policy applies to the family members of a Covered Individual who reside with such Covered Individual (including a spouse, children, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), anyone else who lives in the household of a Covered Individual, and any family members of a Covered Individual who do not live in the household of such Covered Individual but whose transactions in Company Securities are directed by such Covered Individual or are subject to such Covered Individual’s influence or control, such as parents or children who consult with such Covered Individual before they trade in Company Securities (collectively, “Family Members”). A Covered Individual is responsible for the transactions of Family Members and therefore should make them aware of the need to confer with such Covered Individual before they trade in Company Securities, and such Covered Individual should treat all such transactions for purposes of this Policy and applicable securities laws as if the transactions were for such Covered Individual’s own account. This Policy does not, however, apply to personal securities transactions of Family Members where the purchase or sale decision is made by a third party not controlled by, influenced by or related to such Covered Individual or such Covered Individual’s Family Members.

Lastly, this Policy applies to any entities that a Covered Individual influences or controls, including any corporations, partnerships or trusts (collectively referred to as “Controlled Entities” and, together with the Covered Individuals and their Family Members, “Covered Persons”), and transactions by these Controlled Entities should be treated for the purposes of this Policy and applicable securities laws as if they were for such Covered Individual’s account.

TransactionsSubject to the Policy

This Policy applies to transactions in the Company’s securities (collectively referred to in this Policy as “Company Securities”), including the Company’s common stock, options to purchase common stock, warrants, rights or any other type of securities that the Company may issue, including (but not limited to) preferred stock, convertible debentures and warrants, as well as derivative securities that are not issued by the Company, such as exchange-traded put or call options or swaps relating to the Company Securities.

IndividualResponsibility

Persons subject to this Policy have ethical and legal obligations to maintain the confidentiality of

information about the Company and to not engage in transactions in Company Securities while in possession of material nonpublic information. Persons subject to this policy must not engage in illegal trading and must avoid the appearance of improper trading. Each individual is responsible for making sure that he or she complies with this Policy, and that any family member, household member or entity whose transactions are subject to this Policy, as discussed below, also comply with this Policy. In all cases, the responsibility for determining whether an individual is in possession of material nonpublic information rests with that individual, and any action on the part of the Company, the Compliance Officer or any other employee or director pursuant to this Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws. You could be subject to severe legal penalties as well as disciplinary action by the Company for any conduct prohibited by this Policy or applicable securities laws, as described below in more detail under the heading “Consequences of Violations.”

Administrationof the Policy

The Audit Committee of the Board of Directors of the Company shall appoint an individual to serve as the Compliance Officer for the purposes of this Policy. The Compliance Officer may designate another employee of the Company to be responsible for administration of this Policy in the Compliance Officer’s absence. All determinations and interpretations by the Compliance Officer shall be final and not subject to further review.

Statementof Policy

It is the policy of the Company that no director, officer or other employee of the Company (or any other person designated by this Policy or by the Compliance Officer as subject to this Policy) who is aware of material nonpublic information relating to the Company may, directly, or indirectly through family members or other persons or entities:

1.	Engage<br> in transactions in Company Securities, except as otherwise specified in this Policy under the headings “Transactions Under<br> Company Plans,” “Transactions Not Involving a Purchase or Sale” and “Rule 10b5-1 Plans;”
2.	Recommend<br> the purchase or sale of any Company Securities;
3.	Disclose<br> material nonpublic information to persons within the Company whose jobs do not require them to have that information, or outside<br> of the Company to other persons, including, but not limited to, family, friends, business associates, investors and expert consulting<br> firms, unless any such disclosure is made in accordance with the Company’s policies regarding the protection or authorized<br> external disclosure of information regarding the Company; or
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4.	Assist<br> anyone engaged in the above activities.

In addition, it is the policy of the Company that no Covered Person or any other person designated by the Compliance Officer pursuant to this Policy who, in the course of working for the Company, learns of material nonpublic information about a company with which the Company does business, including a customer or supplier of the Company, may trade in that company’s securities until the information becomes public or is no longer material.

There are no exceptions to this Policy, except as specifically noted herein. Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure), or small transactions, are not excepted from this Policy. The securities laws do not recognize any mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.

Definitionof Material, Non-Public Information

Material Information. Information is considered “material” if a reasonable investor would consider that information important in making a decision to buy, hold or sell securities. Any information that could be expected to affect a company’s stock price, whether it is positive or negative, should be considered material. There is no bright-line standard for assessing materiality; rather, materiality is based on an assessment of all of the facts and circumstances, and is often evaluated by enforcement authorities with the benefit of hindsight. While it is not possible to define all categories of material information, some examples of information that ordinarily would be regarded as material are:

●	Financial<br> results of the Company, including earnings or operating results;
●	Projections<br> of earnings or other financial data;
●	Significant<br> litigation or disputes with significant customers, suppliers or contractors;
●	Gain<br> or loss of a significant tenant, supplier or contract;
●	Acquisition,<br> divestiture, merger or consolidation proposals or agreements;
●	Major<br> changes in corporate structure;
●	Public<br> offerings or private sales of debt or equity securities;
●	Stock<br> redemption or repurchase programs by the Company;
●	Significant<br> changes in Company personnel;
●	Significant<br> expansion or reduction of operations;
●	Significant<br> new products, services or marketing plans;
●	Significant<br> write-ups or write-downs of assets, or changes in accounting methods;
●	Actual<br> or projected changes in industry circumstances or competitive conditions that could significantly<br> affect the Company’s revenues, earnings, financial position or future prospects;
●	Increases<br> or decreases in cash dividends;
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●	Stock<br> splits or stock dividends;
●	A<br> significant cybersecurity incident, such as a data breach, or any other significant disruption<br> in the company’s operations or loss, potential loss, breach or unauthorized access<br> of its property or assets, whether at its facilities or through its information technology<br> infrastructure; or
●	The<br> imposition of an event-specific restriction on trading in Company Securities or the securities<br> of another company or the extension or termination of such restriction.

When Information is Considered Public. Information that has not been disclosed to the public is generally considered to be nonpublic information. In order to establish that the information has been disclosed to the public, it may be necessary to demonstrate that the information has been widely disseminated. Information generally would be considered widely disseminated if it has been disclosed through the Dow Jones “broad tape,” newswire services, a broadcast on widely-available radio or television programs, publication in a widely-available newspaper, magazine or news website, or public disclosure documents filed with the U.S. Securities and Exchange Commission (the “SEC”) that are available on the SEC’s website. By contrast, information would likely not be considered widely disseminated if it is available only to the Company’s employees, or if it is only available to a select group of analysts, brokers and institutional investors.

Once information is widely disseminated, it is still necessary to provide the investing public with sufficient time to absorb the information. As a general rule, information should not be considered fully absorbed by the marketplace until after the second business day after the day on which the information is released. If, for example, the Company were to make an announcement on a Monday, Covered Person should not trade in Company Securities until Thursday. Depending upon the particular circumstances, the Company may determine that a longer or shorter period should apply to the release of specific material, non-public information.

TransactionsUnder Company Plans

This Policy does not apply in the case of the following transactions, except as specifically noted:

Stock Option Exercises. This Policy does not apply to the exercise of an employee stock option

acquired pursuant to the Company’s plans, or to the exercise of a tax withholding right pursuant to which a Covered Person has elected to have the Company withhold shares subject to an option to satisfy tax withholding requirements. This Policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.

Restricted Stock Awards. This Policy does not apply to the vesting of restricted stock, or the exercise of a tax withholding right pursuant to which a Covered Person elects to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock. The Policy does apply, however, to any market sale of restricted stock.

401(k) Plan. This Policy does not apply to purchases of Company Securities in the Company’s 401(k) plan resulting from a Covered Person’s periodic contribution of money to the plan pursuant to Covered Person’s payroll deduction election. This Policy does apply, however, to certain elections a Covered Person may make under the 401(k) plan, including (a) an election to increase or decrease the percentage of a Covered Person’s periodic contributions that will be allocated to the Company stock fund, (b) an election to make an intra-plan transfer of an existing account balance into or out of the Company stock fund, (c) an election to borrow money against a Covered Person’s 401(k) plan account if the loan will result in a liquidation of some or all of such Covered Person’s Company stock fund balance and (d) an election to pre-pay a plan loan if the pre-payment will result in allocation of loan proceeds to the Company stock fund. It should be noted that sales of Company Securities from a 401(k) account are also subject to Rule 144, and therefore affiliates should ensure that a Form 144 is filed when required.

Employee Stock Purchase Plan. This Policy does not apply to purchases of Company Securities

in the employee stock purchase plan resulting from a Covered Person’s periodic contribution of money to the plan pursuant to the election a Covered Person made at the time of such Covered Person’s enrollment in the plan. This Policy also does not apply to purchases of Company Securities resulting from lump sum contributions to the plan, provided that a Covered Person elected to participate by lump sum payment at the beginning of the applicable enrollment period. This Policy does apply, however, to a Covered Person’s election to participate in the plan for any enrollment period, and to a Covered Person’s sales of Company Securities purchased pursuant to the plan.

Dividend Reinvestment Plan. This Policy does not apply to purchases of Company Securities under any Company dividend reinvestment plan resulting from a Covered Person’s reinvestment of dividends paid on Company Securities. This Policy does apply, however, to voluntary purchases of Company Securities resulting from additional contributions that a Covered Person chooses to make to any such dividend reinvestment plan, and to a Covered Person’s election to participate in the plan or increase such Covered Person’s level of participation in any such plan. This Policy also applies to a Covered Person’s sale of any Company Securities purchased pursuant to any such plan.

Other Similar Transactions. Any other purchase of Company Securities from the Company or sales of Company Securities to the Company are not subject to this Policy.

TransactionsNot Involving a Purchase or Sale

Bona fide gifts are not transactions subject to this Policy (other than pre-clearance procedures as specified under the heading “Additional Procedures”), unless the Covered Person making the gift has reason to believe that the recipient intends to sell the Company Securities while the Covered Person is aware of material, non-public information, or the Covered Person making the gift is subject to the trading restrictions specified below under the heading “Additional Procedures” and the sales by the recipient of the Company Securities occur during a blackout period. Further, transactions in mutual funds that are invested in Company Securities are not transactions subject to this Policy.

Specialand Prohibited Transactions

The Board has determined that there is a heightened legal risk and/or the appearance of improper or inappropriate conduct if the persons subject to this Policy engage in certain types of transactions. It therefore is the Company’s policy that any Covered Persons may not engage in any of the following transactions, or should otherwise consider the Company’s preferences as described below:

Short-Term Trading. Short-term trading of Company Securities may be distracting to the Covered Person and may unduly focus the Covered Person on the Company’s short-term stock market performance instead of the Company’s long-term business objectives. For these reasons, any Covered Person who purchases Company Securities in the open market may not sell any Company Securities of the same class during the six months following the purchase (or vice versa).

Short Sales. Short sales of Company Securities (i.e., the sale of a security that the Covered Person does not own) may evidence an expectation on the part of the Covered Person that the securities will decline in value and, therefore, have the potential to signal to the market that the Covered Person lacks confidence in the Company’s prospects. In addition, short sales may reduce a Covered Person’s incentive to seek to improve the Company’s performance. For these reasons, short sales of Company Securities are prohibited. In addition, Section 16(c) of the Exchange Act prohibits certain Covered Persons from engaging in short sales.

Publicly-Traded Options. Given the relatively short term of publicly-traded options, transactions in options may create the appearance that a Covered Person is trading based on material, non-public information and focus a Covered Person’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in put options, call options or other derivative securities, on an exchange or in any other organized market, are prohibited by this Policy.

Hedging Transactions. Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Such transactions may permit a Covered Person to continue to own Company Securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the Covered Person may no longer have the same objectives as the Company’s other shareholders. Therefore, Covered Persons are prohibited from engaging in any such transactions.

Margin Accounts and Pledged Securities. Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material, non-public information or otherwise is not permitted to trade in Company Securities, Covered Persons are prohibited from holding Company Securities in a margin account or otherwise pledging Company Securities as collateral for a loan.

Standing and Limit Orders. Standing and limit orders (except standing and limit orders under approved Rule 10b5-1 Plans, as described below) create heightened risks for insider trading violations similar to the use of margin accounts. There is no control over the timing of purchases or sales that result from standing instructions to a broker, and as a result the broker could execute a transaction when a Covered Person is in possession of material, non-public information. The Company therefore discourages placing standing or limit orders on Company Securities. If a Covered Person determines that they must use a standing order or limit order, the order should be limited to short duration and should otherwise comply with the restrictions and procedures outlined below under the heading “Additional Procedures.”

AdditionalProcedures

The Board has established additional procedures in order to assist the Company in the administration of this Policy, to facilitate compliance with laws prohibiting insider trading while in possession of material, non-public information, and to avoid the appearance of any impropriety. These additional procedures are applicable only to those individuals described below.

Pre-Clearance Procedures. Covered Persons may not engage in any transaction in Company Securities without first obtaining pre-clearance of the transaction from the Compliance Officer. A request for pre-clearance should be submitted to the Compliance Officer at least two (2) business days in advance of the proposed transaction. The Compliance Officer is under no obligation to approve a transaction submitted for pre-clearance and may determine not to permit the transaction. If a Covered Person seeks pre-clearance and permission to engage in the transaction is denied, then such Covered Person should refrain from initiating any transaction in Company Securities and should not inform any other person of the restriction.

When a request for pre-clearance is made, the Covered Person should carefully consider whether such Covered Person may be aware of any material, non-public information about the Company and should describe fully those circumstances to the Compliance Officer. The Covered Person should also indicate whether such Covered Person has effected any non-exempt “opposite-way” transactions within the past six (6) months and should be prepared to report the proposed transaction on an appropriate Form 4 or Form 5. The Covered Person should also be prepared to comply with SEC Rule 144 and file Form 144, if necessary, at the time of any sale.

Quarterly Trading Restrictions. Covered Persons may not conduct any transactions involving the Company’s Securities (other than as specified by this Policy), during a “Blackout Period” beginning 15 days prior to the end of each fiscal quarter and ending on the second (2nd) business day following the date of the public release of the Company’s earnings results for that quarter. In other words, Covered Persons may only conduct transactions in Company Securities during the “Window Period” beginning on the third (3rd) business day following the public release of the Company’s quarterly earnings and ending 15 days prior to the close of the next fiscal quarter.

Event-Specific Trading Restriction Periods. From time to time, an event may occur that is material to the Company and is known by only a few Covered Persons. So long as the event remains material and nonpublic, those Covered Persons designated by the Compliance Officer may not trade Company Securities. In addition, the Company’s financial results may be sufficiently material in a particular fiscal quarter that, in the judgment of the Compliance Officer, certain Covered Persons should refrain from trading in Company Securities even sooner than the typical Blackout Period described above. In that situation, the Compliance Officer may notify these Covered Persons that they should not trade in the Company’s Securities, without disclosing the reason for the restriction. The existence of an event-specific trading restriction period or extension of a Blackout Period will not be announced to the Company as a whole and should not be communicated to any other person. Even if the Compliance Officer has not designated a Covered Person as a person who should not trade due to an event-specific restriction, Covered Persons should not trade while aware of material, non-public information. Exceptions will not be granted during an event-specific trading restriction period.

Exceptions. The quarterly trading restrictions and event-specific trading restrictions do not apply to those transactions to which this Policy does not apply, as described above under the headings “Transactions Under Company Plans” and “Transactions Not Involving a Purchase or Sale.” Further, the requirement for pre-clearance, the quarterly trading restrictions and event-specific trading restrictions do not apply to transactions conducted pursuant to approved Rule 10b5-1 plans, described under the heading “Rule 10b5-1 Plans.”

Rule 10b5-1 Plans

Rule 10b5-1 under the Exchange Act provides a defense from insider trading liability under Rule 10b-5. In order to be eligible to rely on this defense, a Covered Person must enter into a Rule 10b5-1 plan for transactions in Company Securities that meets certain conditions specified in the Rule (a “Rule 10b5-1 Plan”). If the plan meets the requirements of Rule 10b5-1 of the Exchange Act, Company Securities may be purchased or sold without regard to certain insider trading restrictions. To comply with the Policy, a Rule 10b5-1 Plan must be approved by the Compliance Officer and meet the requirements of Rule 10b5-1 and any additional Company guidelines for Rule 10b5-1 plans. In general, a Rule 10b5-1 Plan must be entered into at a time when the Covered Person entering into the plan is not aware of material, non-public information. Once the plan is adopted, the Covered Person must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade. The plan must either specify the amount, pricing and timing of transactions in advance or delegate discretion on these matters to an independent third party.

Any Rule 10b5-1 Plan must be submitted for approval five (5) days prior to the entry into the Rule 10b5-1 Plan. No further pre-approval of transactions conducted pursuant to the Rule 10b5-1 Plan will be required.

Filingof Section 16 Reports

The SEC’s rules under Section 16(a) of the Exchange Act impose reporting requirements on executive officers, directors, and 10% stockholders. If there is any change in ownership by an executive officer, director, or 10% stockholder of Company stock at any time, other than through certain exempt Company benefit plans, such person will be required to file a Form 4 with the SEC reporting the change. In virtually all cases, the Form 4 must be filed no later than the second business day following the execution date of the transaction.

Executive officers, directors, and 10% stockholders are also required to report certain exempt transactions to the SEC at year-end on a Form 5. The number and types of transactions eligible for Form 5 reporting are very limited. Coupled with the complexity of determining the time for filing reports in the situations described above, the need to pre-clear with the Compliance Officer all transactions that executive officers, directors, and 10% stockholders may contemplate is essential to our ability to assist such persons in making the proper filings in the required time frames.

Under SEC rules, the preparation and filing of Section 16(a) reports is solely the responsibility of the directors, executive officers, and 10% stockholders. However, because of the complexities of compliance with the Section 16(a) filing requirements and to help prevent inadvertent violations of the short-swing profit rules, the Company has determined that it is prudent to provide such persons with assistance in preparing and filing their reports. In this regard, the Company’s General Counsel (as be appointed from time to time) has been designated as the Company’s Filing Coordinator and can assist all executive officers and directors in preparing, reviewing, and filing all Forms 3, 4, and 5.

Post-TerminationTransactions

This Policy continues to apply to transactions in Company Securities even after termination of service to the Company. If a Covered Person is in possession of material, non-public information when such Covered Person’s service terminates, that Covered Person may not trade in Company Securities until that information has become public or is no longer material.

Consequencesof Violations

The purchase or sale of securities while aware of material, non-public information, or the disclosure of material, non-public information to others who then trade in the Company’s Securities, is prohibited by the federal and state laws. Insider trading violations are pursued vigorously by the SEC, U.S. Attorneys and state enforcement authorities as well as the laws of foreign jurisdictions. Punishment for insider trading violations is severe and could include significant fines and imprisonment. Although the regulatory authorities concentrate their efforts on the individuals who trade, or who tip inside information to others who trade, the federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel.

In addition, a Covered Person’s failure to comply with this Policy may subject the individual to Company-imposed sanctions, including dismissal for cause, whether or not the employee’s failure to comply results in a violation of law. Needless to say, a violation of law, or even an SEC investigation that does not result in prosecution, can tarnish a person’s reputation and irreparably damage a career.

CompanyAssistance

Any person who has a question about this Policy or its application to any proposed transaction may obtain additional guidance from the Compliance Officer.

Certification

All Covered Persons subject to this Policy must certify their understanding of, and intent to comply with, this Policy.

CERTIFICATION

I certify that:

1.	I<br> have read and understand the Company’s Insider Trading Policy (the “Policy”).<br> I understand that the Compliance Officer is available to answer any questions I have regarding<br> the Policy.
2.	Since<br> October 28, or such shorter period of time that I have been an employee of the Company, I<br> have complied with the Policy.
3.	I<br> will continue to comply with the Policy for as long as I am subject to the Policy.

Printed name: ______________________

Signature: ________________________

Date: _________________

Exhibit15.1

UNAUDITEDPRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On January 30, 2024, Globalink entered into the Merger Agreement with Alps Holdco, the Sponsor, and the Seller Representative. The Merger Agreement was amended and restated on May 20, 2024 and entered into by and among Globalink, PubCo, Alps Holdco, Merger Sub, the Sponsor, and the Seller Representative, and was further amended on March 6, 2025. Pursuant to the terms of the Merger Agreement, the Business Combination between Globalink and Alps Holdco was effected in two steps: (i) the Redomestication Merger, whereby, subject to the approval and adoption of the Merger Agreement by the stockholders of Globalink, Globalink has merged with and into PubCo on October 28, 2025, with PubCo remaining as the surviving publicly traded entity; and (ii) the Acquisition Merger, whereby Merger Sub has merged with and into Alps Holdco, resulting in Alps Holdco remaining as the surviving entity and being a wholly-owned subsidiary of PubCo. On October 28, 2025, the Closing, each Alps Holdco Ordinary Share issued and outstanding immediately prior to the Effective Time (other than treasury shares or dissenting shares) were converted into the right to receive PubCo ordinary shares. The total consideration paid by Globalink to the Alps Holdco Shareholders in the form of PubCo ordinary shares at the Closing was equal to $1.6 billion.

The Merger Agreement is subject to certain customary closing conditions and contains customary representations, warranties, covenants and indemnity provisions. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement. The respective boards of directors of Globalink and Alps Holdco have (i) approved and declared advisable the Merger Agreement, the Merger and the transactions contemplated by the Merger Agreement and (ii) resolved to recommend approval of the Merger Agreement and related transactions by their respective shareholders.

The unaudited pro forma condensed combined balance sheet as of March 31, 2025 combines the unaudited historical condensed consolidated balance sheet of Globalink as of March 31, 2025 with the unaudited historical consolidated balance sheet of Alps Holdco as of March 31, 2025, giving effect to the Business Combination, as if it had been consummated as of that date.

The unaudited pro forma condensed combined statement of operations for the fiscal year ended March 31, 2025 combines the unaudited historical condensed consolidated statement of operations of Globalink for the trailing twelve months ended March 31, 2025 (compiled with the audited consolidated statement of operations for the year ended December 31, 2024 less the unaudited condensed consolidated statement of operations for the three month period ended March 31, 2024 plus the unaudited condensed consolidated statement of operations for the three months ended March 31, 2025 of Globalink) with the audited historical consolidated statement of operations of Alps Holdco for the fiscal year ended March 31, 2025, giving effect to the Business Combination, as if it had been consummated as of April 1, 2024, the earliest period presented.

The historical financial information has been adjusted to give pro forma effect to events that relate to material financing transactions consummated after March 31, 2025 and pro forma adjustments that are directly attributable to the Business Combination. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Business Combination.

The historical financial consolidated statements of Alps Holdco have been prepared in accordance with IFRS as issued by the IASB. The historical consolidated financial statements of Globalink have been prepared in accordance with U.S. GAAP. The condensed combined pro forma financial information reflects IFRS and in USD, the basis of accounting used by the registrant, PubCo, and other than the reclassification and presentation of redeemable Globalink’s public shares as other liabilities and the reclassification and presentation of the public warrants as liabilities under IFRS, disclosed in the pro forma notes, no material accounting policy difference is identified in converting Globalink’s historical consolidated financial statements from U.S. GAAP to IFRS. The adjustments presented in the pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of PubCo after giving effect to the Business Combination.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. Globalink and Alps Holdco have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

This information should be read together with the following:

●	the<br> historical unaudited condensed consolidated financial statements of Globalink as of March 31, 2025 and for the three months ended<br> March 31, 2025 and 2024; incorporated by references in the prospectus filed on September 17, 2025;
●	the<br> historical audited financial statements of Alps Holdco as of March 31, 2025 and for the period ended March 31, 2025 and 2024, incorporated<br> by references in the prospectus filed on September 17, 2025;
●	the<br> historical audited consolidated financial statements of Globalink as of December 31, 2024 and for the years ended December 31, 2024<br> and 2023, incorporated by references in the prospectus filed on September 17, 2025;
●	the<br> sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Globalink,”<br> and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alps Holdco”<br> and other financial information incorporated by references in the prospectus filed on September 17, 2025; and
●	other<br> information relating to Globalink and Alps Holdco incorporated by references in the prospectus filed on September 17, 2025, including<br> the Merger Agreement and the description of certain terms thereof set forth under the section entitled “The Business Combination.”

Descriptionof the Business Combination

As a result of the Closing, pursuant to the terms of the Merger Agreement, all of the outstanding shares of Alps Holdco were cancelled in exchange for the right to receive PubCo ordinary shares. The aggregate consideration for the Business Combination is $1.6 billion, payable at the Closing in the form of newly issued PubCo ordinary shares, par value $0.0001 per share. The Merger Consideration Shares are allocated pro rata with each Alps Holdco Shareholder receiving a number of PubCo ordinary shares determined in accordance with the terms of the Merger Agreement.

On October 28, 2025, consummated the PIPE Investment which was conditioned on the concurrent Closing of the Business Combination and other customary closing conditions. PubCo, Globalink and Alps Holdco entered into subscription agreements with certain investors for 310,788 PubCo ordinary shares for a total of $3,107,731 in a PIPE Investment to be consummated simultaneously with the Closing).

At the Closing of the Business Combination, the former Alps Holdco Shareholders will receive an aggregate of 160,000,000 PubCo ordinary shares, among which 8,000,000 PubCo ordinary shares are to be issued and held in escrow to satisfy any indemnification obligations incurred under the Merger Agreement.

AnticipatedAccounting Treatment

The Business Combination will be accounted for as capital reorganization with no goodwill or other intangible assets recorded, in accordance with IFRS. A capital reorganization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Alps Holdco in many respects. However, Globalink does not meet the definition of a “business” pursuant to IFRS 3 Business Combinations, and thus, for accounting purposes, the Business Combination will be accounted for as a capital reorganization.

Under this method of accounting, Globalink will be treated as the “acquired” company for financial reporting purposes. For accounting purposes, Alps Holdco will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Alps Holdco (i.e., a capital transaction involving the issuance of shares by PubCo for the shares of Alps Holdco). Accordingly, the consolidated assets, liabilities and results of operations of Alps Holdco will become the historic financial statements of the Combined Company, and Globalink’s assets, liabilities and results of operations will be consolidated with Alps Holdco beginning on the acquisition date. Operations prior to the Business Combination will be presented as those of Alps Holdco in future reports. The net assets of Globalink will be recognized at carrying value, with no goodwill or other intangible assets recorded.

The deemed costs of the shares issued by PubCo, which represents the fair value of the shares that Alps Holdco would have had to issue for the ratio of ownership interest in PubCo to be the same as if the Business Combination had taken the legal form of Alps Holdco acquiring shares of Globalink, in excess of the net assets of Globalink will be accounted for as stock-based compensation under IFRS 2 Share-BasedPayment.

Alps Holdco has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

●	Alps<br> Holdco Shareholders will have the largest voting interest in PubCo;
●	The<br> board of directors of the Combined Company will be designated solely by Alps Holdco, with at least three (3) directors qualifying<br> as independent directors under the Securities Act and the Nasdaq rules);
●	Alps<br> Holdco’s senior management will be the senior management of the Combined Company;
●	The<br> business of PubCo will comprise the ongoing operations of Alps Holdco; and
●	Alps<br> Holdco is the larger entity, in terms of substantive assets.

Basisof Pro Forma Presentation

The unaudited pro forma condensed combined financial information has been prepared reflecting actual redemption of 337,477 shares of Globalink common stock resulting in redemption payment of $3.39 million leaving 12,635 shares who did not redeem.

Included in the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements are an aggregate of 160,000,000 PubCo ordinary shares to be issued to shareholders of Alps Holdco and an aggregate of 310,788 PubCo ordinary shares to be issued to the PIPE Investors, an aggregate of 291,716 PubCo ordinary share to be issued to Dr. Tham, director of Alps as 50% conversion of amounts due at closing in shares, 13,793 PubCo ordinary shares to be issued to Ms. Chew, a director of Alps, as conversion of amounts due at closing and an aggregate of 280,394 PubCo ordinary shares to be issued to PGM as partial conversion of amounts due in Promissory Note and 39,000 PubCo ordinary shares to be issued to Ng Yan Xun as partial conversion of amounts in due to related party advances at closing in shares. On May 22, 2025, Globalink, Alps Holdco and Chardan entered into an Amendment & Acknowledgement of Engagement Letter and Underwriting Agreement (the “Amendment & Acknowledgement”), in relation to an aggregate of $5,025,000 (the “Fee Amount”) Chardan will be entitled to receive at the closing of the Business Combination, comprising $4,025,000 of deferred underwriting commission and $1,000,000 of M&A fee related to a SPAC business combination. The Amendment & Acknowledgement provides that certain shareholders of Alps Holdco will transfer 4,187,500 Alps Holdco Shares to Chardan immediately prior to the consummation of the Business Combination and such transfer shall be treated as full satisfaction of Globalink’s obligation to pay the Fee Amount; provided that the Business Combination is consummated by July 31, 2025. Pursuant to the Amendment & Acknowledgement, Chardan will hold 2.5% of PubCo’s ordinary shares outstanding immediately following the Business Combination under all scenarios. In connection with the Amendment & Acknowledgement, on May 24, 2025, Globalink, the Sponsor, PGM, and Chardan entered into a Side Letter (the “Side Letter”), pursuant to which the Sponsor agreed that each of the Sponsor and its affiliates, officers and directors (including PGM, but not including Globalink) will engage Chardan as the sole or lead U.S. underwriter, underwriter, financial advisor, capital markets advisor, placement agent, and M&A advisor in connection with: (a) its next US SPAC initial public offering that is undertaken prior to the eighteen (18) month anniversary of the consummation of the Business Combination, and (b) any “de-SPAC” or other initial business combination involving such parties during such time period.

After the Business Combination, Globalink’s current public stockholders and Globalink’s right holders will own approximately 0.7% of the outstanding PubCo ordinary shares, the Globalink founders will own approximately 1.7% of the outstanding PubCo ordinary shares, PGM, an affiliate of the Sponsor, will own approximately 0.6%, the PIPE Investors will own approximately 0.2%, assuming the PIPE Investors will hold 310,788 PubCo ordinary shares, IBDC Asia Sdn. Bhd., an advisory firm to Alps Holdco, will own approximately 0.5%, representing finder’s fees payable in PubCo ordinary shares with value equal to 0.5% of the aggregate consideration for the Business Combination of US$1.6 billion, Dr. Tham, a director of Alps, will own approximately an additional 0.2%, and the former shareholders of Alps Holdco will own approximately 96.1% of the outstanding PubCo ordinary shares, this is inclusive of 2.5% that will be held by Chardan as a result of the Amendment & Acknowledgement (not giving effect to any shares issuable upon the exercise or conversion of options or warrants).

The following presents the calculation of basic and diluted weighted average shares outstanding.

	(Actual<br> Redemptions<br> Into Cash)
Weighted average shares calculation, basic and diluted
Globalink public shares and rights		1,162,635
Globalink Founder and director shares		2,875,000
Private shares and rights owned and converted shares expected to be owned by PGM		946,394
PIPE Investors		310,788
IBDC Asia Sdn. Bhd.		800,000
Alps Director		305,509
Alps Holdco Shareholders (1)		160,000,000
Weighted average shares outstanding		166,400,326
Percent of shares owned by Alps Holdco Shareholders (1)		96.1	%
Percent of shares owned by IBDC Asia Sdn. Bhd.		0.5	%
Percent of shares owned by PIPE Investors		0.2	%
Percent of shares owned by Globalink public holders		0.7	%
Percent of shares owned by Globalink Founders and directors		1.7	%
Percent of shares owned by Alps Director		0.2	%
Percent of shares owned by PGM		0.6	%
		100.0	%
(1)	Includes<br> 4,187,500 shares to be transferred to Chardan pursuant to the Amendment & Acknowledgement.
---	---

UNAUDITEDPRO FORMA CONDENSED COMBINED BALANCE SHEET

ASOF MARCH 31, 2025

													Actual Redemption
	PubCo <br> (IFRS <br> Historical)			ALPS<br> <br>(IFRS Historical)			Globalink<br> (US GAAP Historical)			IFRS Conversion <br> and Presentation Alignment<br> (Note 4)			Transaction Accounting Adjustments				Pro Forma Combined
ASSETS
Non-current assets
Property, plant and equipment	$	-		$	2,378,025		$	-		$	-		$	-			$	2,378,025
Right-of-use assets		-			940,155			-			-			-				940,155
Intangible assets		-			728,313			-			-			-				728,313
Investment in associates		-			1,596,176			-			-			-				1,596,176
Cash held in Trust Account		-			-			3,561,690			-			(4,817	)	I		-
														(163,520	)	B
														(3,393,353	)	O
Total non-current assets		-			5,642,669			3,561,690			-			(3,561,690	)			5,642,669
Current assets
Cash and cash equivalents		-			318,932			3,468			-			163,520		B		3,034,585
														(559,185	)	C
														3,107,850		M
Inventories		-			556,215			-			-			-				556,215
Trade receivables		-			45,528			-			-			-				45,528
Other receivables, deposits and prepayments		-			295,015			50,229			-			-				345,244
Amount due from associates		-			18,435			-			-			-				18,435
Tax recoverable		-			256,843			-			-			-				256,843
Total current assets		-			1,490,968			53,697			-			2,712,185				4,256,850
Total assets	$	-		$	7,133,637		$	3,615,387		$	-		$	(849,505	)		$	9,899,519
EQUITY
ALPS Holdco issued capital		-			580			-			-			(580	)	F		-
PubCo ordinary shares		-			-			-			-			16,000		F		16,640
														1		G
														344		H
														32		K
														31		M
														121		L
														80		N
														31		P
Globalink common stock		-			-			3,445			-			(3,445	)	H		-
Additional paid-in capital		-			-			778,748			12,006,995			41,875,000		A		62,110,807
														(270,528	)	C
														(15,420	)	F
														(62,648,851	)	D
														163,520		G
														60,807,362		E
														3,101		H
														3,023,908		K
														3,107,819		M
														(121	)	L
														224,181		N
														3,055,063		P
Accumulated deficit		(18,503	)		(701,258	)		(11,428,274	)		(12,093,245	)		(37,850,000	)	A		(61,977,886	)
														(882,466	)	C
														62,648,851		D
														(60,807,362	)	E
														222,764		I
														(844,132	)	K
														(224,261	)	N
Other comprehensive income (loss)		-			(187,881	)		-			-							(187,881	)
Non-controlling interest		-			(227,356	)		-			-			-				(227,356	)
Total equity (deficit)		(18,503	)		(1,115,915	)		(10,646,081	)		(86,250	)		11,601,073				(265,676	)
Common stock subject to possible redemption		-			-			3,385,613			(3,385,613	)		-				-
LIABILITIES
Non-current liabilities
Lease liabilities		-			738,245			-			-			-				738,245
Warrant liability		-			-			4,275			86,250			-				90,525
Deferred tax liability		-			21,561			-			-			-				21,561
Deferred underwiring fee commission		-			-			4,025,000			-			(4,025,000	)	A		-
Common stock subject to possible redemption		-			-			-			3,385,613			(163,521	)	G		-
														171,261		I
														(3,393,353	)	O
														-
Total non-current liabilities		-			759,806			4,029,275			3,471,863			(7,410,613	)			850,331
Current liabilities
Trade payables	$	-		$	321,350		$	-		$	-		$	-			$	321,350
Other payables, accruals and deposits received		18,503			878,420			143,440			-			593,779		C		1,634,142
Advance from customers		-			20,763			-			-			-				20,763
Amount due to directors		-			5,972,257			-			-			(3,055,094	)	P		2,917,163
Lease liabilities		-			223,630			-			-			-				223,630
Tax payables		-			73,326			479,279			-			(337,389	)	I		215,216
Franchise tax payable		-			-			259,906			-			(235,903	)	I		24,003
Excise tax liability		-			-			1,477,147			-			-				1,477,147
Convertible note – related party, net of discount		-			-			4,179,808			-			(2,179,808	)	K		2,000,000
Promissory note -third party		-			-			30,000			-			174,450		I		204,450
Due to related party		-			-			277,000			-			-				277,000
Total current liabilities		18,503			7,489,746			6,846,580			-			(5,039,965	)			9,314,864
Total liabilities		18,503			8,249,552			10,875,855			3,471,863			(12,450,578	)			10,165,195
Total liabilities, common stock subject to redemptions and equity	$	-		$	7,133,637		$	3,615,387		$	-		$	(849,505	)		$	9,899,519

UNAUDITEDPRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FISCALYEAR ENDED MARCH 31, 2025

													Actual Redemptions
	PubCo <br> (IFRS <br> Historical)			ALPS<br> <br>(IFRS Historical)			Globalink<br> (US GAAP Historical)			IFRS Conversion <br> and Presentation Alignment<br> (Note 4)			Transaction Accounting Adjustments				Pro Forma Combined
Revenue	$	-		$	3,371,037		$	-		$	-		$	-			$	3,371,037
Cost of sales		-			(2,069,772	)		-			-			-				(2,069,772	)
Gross profit		-			1,301,265			-			-			-				1,301,265
Selling, general and administrative expenses		(18,503	)		(2,400,790	)		(1,436,495	)		-			(60,807,362	)	BB		(66,769,877	)
														(2,106,727	)	CC
Distribution expense		-			(273,487	)		-			-			-				(273,487	)
Share result of associate		-			(10,760	)		-			-			-				(10,760	)
Other operating income		-			31,405			-			-			-				31,405
Other operating expense		-			(1,128,526	)		-			-			-				(1,128,526	)
Operating loss		(18,503	)		(2,480,893	)		(1,436,495	)		-			(62,914,089	)			(66,849,980	)
Penalties on taxes		-			-			(282,936	)		-			-				(282,936	)
Finance expenses		-			(48,283	)		(440,005	)		-			-				(488,288	)
Change in fair value of Common stock subject to possible redemption		-			-			-			(1,881,515	)		1,881,515		DD		-
Change in fair value of warrant liabilities		-			-			9,405			189,750			-				199,155
Interest earned on investments held in Trust Account		-			-			974,952			-			(974,952	)	AA		-
Profit (loss) before income tax		(18,503	)		(2,529,176	)		(1,175,079	)		(1,691,765	)		(62,007,526	)			(67,422,049	)
Income tax expense		-			(95,562	)		(166,614	)		-			-				(262,176	)
Net income (loss)	$	(18,503	)	$	(2,624,738	)	$	(1,341,693	)	$	(1,691,765	)	$	(62,007,526	)		$	(67,684,225	)
Non-controlling interest		-			(111,165	)		-			-			-				(111,165	)
Net income (loss) attributed to shareholders	$	(18,503	)	$	(2,513,573	)	$	(1,341,693	)	$	(1,691,765	)	$	(62,007,525	)		$	(67,573,060	)
Weighted average shares basic and diluted	$	18,503		$	(0.05	)
Basic and diluted net loss per share	$	18,503		$	(0.05	)
Basic and diluted net income per share, redeemable common stock							$	0.40
Basic and diluted net loss per share, non-redeemable common stock							$	(0.61	)
Pro forma weighted average number of shares outstanding - basic and diluted																		166,400,326
Pro forma loss per share - basic and diluted																	$	(0.41	)

NOTESTO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note1 — Description of the Business Combination

On January 30, 2024, Globalink entered into the Merger Agreement with Alps Holdco, the Sponsor, and the Seller Representative. The Merger Agreement was amended and restated on May 20, 2024 and entered into by and among Globalink, Alps Holdco, Merger Sub, the Sponsor, and the Seller Representative, and was further amended on March 6, 2025. Pursuant to the terms of the Merger Agreement, the Business Combination between Globalink and Alps Holdco was effected in two steps: (i) the Redomestication Merger, whereby, subject to the approval and adoption of the Merger Agreement by the stockholders of Globalink, Globalink has merged with and into PubCo on October 28, 2025, with PubCo remaining as the surviving publicly traded entity; and (ii) the Acquisition Merger, whereby Merger Sub has merged with and into Alps Holdco, resulting in Alps Holdco remaining as the surviving entity and being a wholly-owned subsidiary of PubCo. On October 28, 2025, the Closing, each Alps Holdco Ordinary Share issued and outstanding immediately prior to the Effective Time (other than treasury shares or dissenting shares) were converted into the right to receive PubCo ordinary shares. The total consideration to be paid by Globalink to the Alps Holdco Shareholders in the form of PubCo ordinary shares at the Closing was equal to $1.6 billion.

As a result of the Closing, pursuant to the terms of the Merger Agreement, all of the outstanding shares of Alps Holdco were cancelled in exchange for the right to receive PubCo ordinary shares. The aggregate consideration for the Business Combination is $1.6 billion, payable at the Closing in the form of newly issued PubCo ordinary shares, par value $0.0001 per share. The Merger Consideration Shares ware allocated pro rata with each Alps Holdco Shareholder receiving a number of PubCo ordinary shares determined in accordance with the terms of the Merger Agreement.

Note2 — Basis of Presentation

The adjustments presented on the pro forma combined financial statements have been identified and presented to provide an understanding of PubCo upon consummation of the Business Combination for illustrative purposes.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). PubCo has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information. The historical financial information has been adjusted to reflect the pro forma adjustments that are directly attributable to the Business Combination and the PIPE financing as described below.

Included in the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements are an aggregate of 160,000,000 PubCo ordinary shares to be issued to shareholders of Alps Holdco, 800,000 PubCo ordinary shares to be issued to IBDC Asia Sdn. Bhd. as finder fees, and an aggregate of 310,788 PubCo ordinary shares to be issued to the PIPE Investors, an aggregate of 291,716 PubCo ordinary share to be issued to Dr. Tham, a director of Alps, representing 50% conversion of amounts due at closing in shares, an aggregate of 13,793 PubCo ordinary shares to be issued to Ms. Chew, a director of Alps, representing conversion of amounts due at closing in shares, and an aggregate of 280,394 PubCo ordinary shares to be issued to PGM as partial conversion of amounts due in promissory notes, and 39,000 to Ng Yan Xun as partial conversion of amounts due in due to related party advances at closing in shares. Each scenario assumes that the parties secure $3,479,000 of PIPE financing. At this time, the parties have received a firm commitment of such funding. On May 22, 2025, Globalink, Alps Holdco and Chardan entered into the Amendment & Acknowledgement in relation to an aggregate of $5,025,000 Fee Amount Chardan will be entitled to receive at the closing of the Business Combination, comprising $4,025,000 of deferred underwriting commission and $1,000,000 of M&A fee. related to a SPAC business combination. The Amendment & Acknowledgement provides that certain shareholders of Alps Holdco will transfer 4,187,500 Alps Holdco Shares to Chardan immediately prior to the consummation of the Business Combination and such transfer shall be treated as full satisfaction of Globalink’s obligation to pay the Fee Amount; provided that the Business Combination is consummated by July 31, 2025. Pursuant to the Amendment & Acknowledgement, Chardan will hold 2.5% of PubCo’s ordinary shares outstanding immediately following the Business Combination under all scenarios. In connection with the Amendment & Acknowledgement, on May 24, 2025, Globalink, the Sponsor, PGM, and Chardan entered into the Side Letter, pursuant to which the Sponsor agreed that each of the Sponsor and its affiliates, officers and directors (including PGM, but not including Globalink) will engage Chardan as the sole or lead U.S. underwriter, underwriter, financial advisor, capital markets advisor, placement agent, and M&A advisor in connection with: (a) its next US SPAC initial public offering that is undertaken prior to the eighteen (18) month anniversary of the consummation of the Business Combination, and (b) any “de-SPAC” or other initial business combination involving such parties during such time period.

The pro forma adjustments do not have an income tax effect as they are either (i) incurred by legal entities that are not subject to a corporate income tax, or (ii) permanently nondeductible or nontaxable based on the laws of the relevant jurisdiction.

Note3 — Accounting for the Business Combination

The Business Combination will be accounted for as a capital reorganization with no goodwill or other intangible assets recorded, in accordance with IFRS. A capital reorganization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Alps Holdco in many respects. However, Globalink does not meet the definition of a “business” pursuant to IFRS 3 Business Combinations, and thus, for accounting purposes, the Business Combination will be accounted for as a capital reorganization.

Under this method of accounting, Globalink will be treated as the “acquired” company for financial reporting purposes. For accounting purposes, Alps Holdco will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction will be treated as a recapitalization of Alps Holdco (i.e., a capital transaction involving the issuance of shares by PubCo for the shares of Alps Holdco). Accordingly, the consolidated assets, liabilities and results of operations of Alps Holdco will become the historic financial statements of the Combined Company, and Globalink’s assets, liabilities and results of operations will be consolidated with Alps Holdco beginning on the acquisition date. Operations prior to the Business Combination will be presented as those of Alps Holdco in future reports. The net assets of Alps Holdco will be recognized at carrying value, with no goodwill or other intangible assets recorded.

Alps Holdco has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

●	Alps<br> Holdco Shareholders will have the largest voting interest in PubCo;
●	The<br> board of directors of the Combined Company will be designated solely by Alps Holdco, with at least three (3) directors qualifying<br> as independent directors under the Securities Act and the Nasdaq rules);
●	Alps<br> Holdco’s senior management will be the senior management of the Combined Company;
●	The<br> business of PubCo will comprise the ongoing operations of Alps Holdco; and
●	Alps<br> Holdco is the larger entity, in terms of substantive assets.

Note4 — U.S. GAAP to IFRS Conversion and Presentation Alignment

The historical financial information of Globalink has been adjusted to give effect to the differences between U.S. GAAP and IFRS as issued by the IASB for the purposes of the unaudited pro forma condensed combined financial information. One adjustment required to convert Globalink’s consolidated balance sheet from U.S. GAAP to IFRS for purposes of the unaudited pro forma condensed combined financial information was to reclassify Globalink’s Public Warrants and Common stock subject to redemption to non-current financial liabilities under IAS 32, as shareholders have the right to require Globalink to redeem Globalink Public Shares and Warrants and Globalink has an irrevocable obligation to deliver cash or another financial instrument for such redemption.

Further, as part of the preparation of the unaudited pro forma condensed combined financial information, certain reclassifications were made to align Globalink’s consolidated historical financial information in accordance with the presentation of Alps Holdco’s historical financial information, see below for effect of conversion on the financial statements.

Globalink’sConsolidated Balance Sheet as of March 31, 2025

Globalink’s consolidated financial statements have been prepared in accordance with U.S. GAAP and in USD currency and converted to IFRS as follows:

Globalink’sConsolidated Balance Sheet as of March 31, 2025

	US GAAP<br> March 31, <br> 2025			IFRS<br> Adjustments <br> 2025			Ref	IFRS<br> March 31, <br> 2025
Assets
Non -current assets:
Cash held in Trust Account	$	3,561,690		$	-			$	3,561,690
		3,561,690			-				3,561,690
Current assets
Cash		3,468			-				3,468
Prepaid expense		50,229			-				50,229
		53,697			-				53,697
Total assets	$	3,615,387		$	-			$	3,615,387
Liabilities and
Stockholders’ Deficit:
Common stock	$	3,445		$	-			$	3,445
Additional paid-in-capital		778,748			12,006,995		b		12,785,743
Accumulated deficit		(11,428,274	)		(12,093,245	)	b		(23,521,519	)
Total stockholders’ deficit		(10,646,081	)		(86,250	)			(10,732,331	)
Liabilities
Non-current liabilities
Deferred underwriting commissions		4,025,000			-				4,025,000
Warrant liabilities		4,275			86,250		b		90,525
Common stock subject to possible redemption		-			3,385,613		a		3,385,613
		4,029,275			3,471,863				7,501,138
Common stock subject to possible redemption		3,385,613			(3,385,613	)	a		-
Current liabilities
Accounts payable		143,440			-				143,440
Franchise tax payable		259,906			-				259,906
Income tax payable		479,279			-				479,279
Convertible Note - Related Party		4,179,808			-				4,179,808
Promissory note – third party		30,000							30,000
Due to related party		277,000			-				277,000
Excise tax liability		1,477,147			-				1,477,147
		6,846,580			-				6,846,580
Total liabilities		10,875,855			3,471,863				14,347,718
Total Liabilities and Stockholders’ Deficit	$	3,615,387		$	-			$	3,615,387

(a) To reclassify and present redeemable common stock of Globalink as other liabilities under IFRS, as shareholders have the right to require Globalink to redeem the Globalink Public Shares and Globalink has an irrevocable obligation to deliver cash or another financial instrument for such redemption.

(b) To reclassify and present the Public Warrants of Globalink as other liabilities under IFRS, as the warrants represent a settlement alternative that does not result in the exchange of a fixed amount of cash for a fixed number of shares. The redemption provision is at the option of the issuer. As there is a potential settlement that will result in other than fixed amount of cash for a fixed number of shares, the warrants fail to meet the criteria to be accounted for as equity instruments. Specifically, there are redemption provisions for the warrants whereby they may be redeemed on a cashless basis, in which case the holders will receive a variable number of common stock based on the then market value to result in settlement equivalent to $0.01 per warrant.

The historical impact of the reclassification adjustments referenced above was applied between accumulated deficit and additional paid in capital. Under GAAP, the proceeds from redeemable common stock discussed in adjustment above, were allocated into temp equity with the corresponding accretion to additional paid in capital, however, under IFRS, redeemable common stock will be a liability, thus no accretion will pass through equity. As a result, the historical accumulated accretion is reversed and reclassified back to additional paid in capital under GAAP.

U.S.GAAP to IFRS Conversion of Globalink’s Consolidated Statement of Operations for the twelve months ended March 31, 2025

Globalink’s financial statements have been prepared in accordance with U.S. GAAP and in USD currency and is converted to IFRS as follows:

Globalink’sConsolidated Statement of Operations for the trailing twelve months ended March 31, 2025

	US GAAP <br> March 31, <br> 2025			IFRS <br> Adjustments <br> 2025			Ref	IFRS <br> March 31, <br> 2025
General and administrative expenses	$	(1,236,495	)	$	-			$	(1,236,495	)
Franchise tax expense		(200,000	)		-				(200,000	)
Total operating expenses		(1,436,495	)		-				(1,436,495	)
Operating loss		(1,436,495	)		-				(1,436,495	)
Non-operating income (expenses)
Interest earned on cash and investments held in Trust Account		974,952			-				974,952
Penalties on income tax		(282,936	)		-				(282,936	)
Interest expense		(440,005	)		-				(440,005	)
Change in fair value of warrants liabilities		9,405			189,750		a		199,155
Change in fair value of common stock		-			(1,881,515	)	a		(1,881,515	)
Total non-operating income (expenses)		261,416			(1,691,765	)			(1,430,349	)
Loss before income tax		(1,175,079	)		(1,691,765	)			(2,866,844	)
Income tax expenses		(166,614	)		-				(166,614	)
Net loss	$	(1,341,693	)	$	(1,691,765	)		$	(3,033,458	)

(a) To recognize the changes in fair value of the warrant liability and common stock subject to redemption for the twelve months ended March 31, 2025, under IAS 32 changes in fair value through profit or loss.

Note5 — Adjustments to Unaudited Pro Forma

CondensedCombined Balance Sheet as of March 31, 2025

The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

A.	Reflects<br> the settlement of the $5.03 million Fee Amount consisting of $1.00 million in M&A fee and $4.03 million of deferred underwriting<br> fee, by the transfer of 4,187,500 shares from certain shareholders of Alps Holdco to Chardan. The fair value of the shares transferred<br> is $41.88 million, based on the $10 purchase price value and PIPE raise. The settlement of the $5.03 million of Fee Amount is expected<br> to result in $41.87 million of contributed capital and $36.85 million of loss in Globalink’s financial statements.
B.	Reflects<br> the liquidation and reclassification of $0.16million of funds held in the Trust Account to cash and bank balances that become available<br> following the Business.
C.	Represents<br> the transaction costs incurred and paid by Globalink and Alps Holdco of approximately $0.56 million for legal, accounting,<br> due diligence and printing fees incurred as part of the Business Combination. For the Globalink transaction costs paid at closing<br> is $0.33 million and an additional $0.33 million included in accrued liabilities are reflected as an adjustment to accumulated deficit<br> and $0.66 million. For the Alps Holdco transaction costs of $0.23 million were paid at closing and $0.26 million in included in accrued<br> liabilities of which $0.27 million are allocated to new share issuance and recorded to additional paid-in capital and $0.23 million<br> is related to listing cost and recorded to accumulated.
D.	Represents<br> the elimination of Globalink’s historical accumulated deficit after recording the loss on settlement with Chardan as described<br> in adjustment (A) above, the transaction costs to be incurred by Globalink as described in (C) above, the interest recognized in<br> trust as described in (I) below, the interest expense related to the Convertible promissory note through settlement date as described<br> in (K) below and the recording of the public warrants and Common stock subject to redemption as liabilities described in IFRS note<br> 4 above.
E.	Represents<br> the estimated expense recognized, in accordance with IFRS 2, for the excess of the deemed costs of the shares issued by PubCo and<br> the fair value of Globalink’s identifiable net assets at the date of the Business Combination, resulting in a $60.81 million<br> increase to accumulated deficit. The fair value of shares issued was estimated based on the market price of Globalink common stock<br> of $12.00 per share (as of March 31, 2025). The value is preliminary and will change based on fluctuations in the share price of<br> the GLLI common stock through the closing date.

---	---	---	---	---
		Dollars
Globalink shareholders
Public Shareholders	1,162,635
Sponsor and other shareholders	3,502,000
Fair value of shares to be issued to Globalink shareholders at 12.00 per share		$	55,975,620
IFRS Net assets of Globalink as of March 31, 2025			(10,732,331	)
Less: Globalink transaction costs, net			(467,740	)
Add: Settled underwriting fee and M&A fee by transfer of share from certain Alps Holdco shareholders			4,025,000
Add: Settled Promissory note with PubCo Ordinary stock			2,179,808
Add: Release of redeemable Common Stock			163,521
Less: Effect of maximum contractual redemption of Globalink shares			-
Adjusted net assets of Globalink as of March 31, 2025			(4,831,742	)
Difference - being IFRS 2 charge for listing services		$	60,807,362

All values are in US Dollars.

F.	Represents<br> the exchange of outstanding shares into 160,000,000 PubCo ordinary shares at par value of $0.0001 per share upon the Business Combination.
G.	Reflects<br> the release of 12,635 shares that did not redeem and are no longer subject to redemption.
H.	Reflects<br> the conversion of Common Stock into PubCo ordinary shares on a one-for-one basis and reflect the issuance shares in exchange for<br> the rights.
I.	Reflects<br> the additional borrowings subsequent to March 31, 2025 in a form of a Promissory Note in order to fund the extension payments into<br> the trust account and the interest earned in trust through October 28, 2025 the date of the latest extension deposit, net of tax<br> effect.
K.	Reflects<br> the repayment and settlement of the PGM loans of $4.57 million and due to related party of $0.39 million. The PGM loan reflects the<br> settlement of $2.00 million in cash and the issuance of 257,043 PubCo ordinary shares at $10 per share. The cash was not yet been<br> paid and remains payable as of October 28, 2025 date the transaction closed. The due to related party reflect the settlement of $0.39<br> million via the issuance of 39,000 PubCo ordinary shares at $10 per share. The entry includes the accretion to the principal amount<br> from the March 31, 2025 carrying amount of $0.78 million.
L.	Reflects<br> the conversion of Globalink’s Public and Private Rights into 1,207,000 PubCo ordinary shares upon the Closing of the Business<br> Combination, including 57,000 Private Rights of Globalink held by PGM.
M.	Reflects<br> proceeds taking into account the subscription of $3.11 million in PIPE funding at Closing pursuant to the subscription agreements<br> in connection with the PIPE Investment.
N.	Reflects<br> 0.5% finder fees to IBDC Asia Sdn. Bhd. for introducing Globalink to Alps Holdco for corporate exercise payable in shares and valued<br> at $10 per share. The shares are issued as transaction cost was proportionally allocated against additional paid in capital and accumulated<br> deficit based on the proportional issuance of New shares versus shares issued for listing exchange purposes.
O.	Reflects<br> the redemption in connection with the redemption in connection with the June 4, 2025 meeting for 204,910 shares tendered for redemption<br> resulting redemption of $2.59 million from the trust at $12.66 per share and the final redemption in connection with the closing<br> of an additional 59,966 shares tendered for redemption resulting in redemption of $0.78 million from the trust at $12.94 per share.
P.	Reflects<br> the issuance of 291,716 PubCo ordinary shares at $10 for the conversion 50% of amounts due to director Dr. Tham of Alps at $10 per<br> shares and 13,793 PubCo ordinary shares at $10 for the conversion of amounts due to a director of Alps, Mr. Li.

Adjustmentsto Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended March 31, 2025

The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

(AA) Reflects the elimination of interest income generated from the cash and investments held in the Trust Account.

(BB) Represents $60.81 million of expense recognized, in accordance with IFRS 2, for the difference between the deemed costs of the shares issued by PubCo and the carrying value of Globalink’s identifiable net assets, as described in (E) above. This cost is a nonrecurring item.

(CC) To reflect the incremental transaction cost incurred of $2.11 million. This is a non-recurring item.

(DD) To reflect the reversal of the fair value change of financial liability in connection with Common Stock subject to redemption as the shares at closing are no longer redeemable and thus accounted for as equity instruments.

Note6 — Net Earnings (Loss) per Share

Represents the earnings (loss) per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since April 1, 2024. As the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted earnings (loss) per share assumes that the shares issued in connection with the Business Combination have been outstanding for the entire period presented. If the number of Public Shares described under the Maximum Contractual Redemption Scenario are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire period.

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption. The following table sets out the share ownership of PubCo following Closing on a pro forma basis under the No Redemption Scenario and the Maximum Contractual Redemption Scenario:

The following table sets out the share ownership of PubCo following Closing on a pro forma basis under the No Redemption Scenario and the Maximum Contractual Redemption Scenario: (Twelve Months Ended March 31, 2025)

Net loss per share	Actual Redemption
Net loss	$	(67,573,060	)
Net loss per share – Basic	$	(0.41	)
Net loss per share - Diluted ^(1)^	$	(0.41	)
	No Redemption Scenario
---	---	---	---	---	---	---	---	---
			Percent
Pro forma Ownership	Number of Shares		Outstanding			Fully diluted
Globalink public shares and rights		1,162,635		0.7	%		0.7	%
Globalink Founder and director shares		2,875,000		1.7	%		1.7	%
shares and rights held by PGM and other debt converting related parties		946,394		0.6	%		0.5	%
PIPE Investors		310,788		0.2	%		0.2	%
IBDC Asia Sdn. Bhd.		800,000		0.5	%		0.5	%
Alps Director		305,509		0.2	%		0.2	%
Alps Holdco Shareholders (2)		160,000,000		96.1	%		92.7	%
Weighted average shares outstanding		166,400,326		100	%
Potential Sources of Dilution^(1)^
Public Warrants		5,750,000					3.3	%
Private Warrants		285,000					0.2	%
Fully diluted weighted average shares outstanding		172,435,326					100	%
(1)	The<br> potentially dilutive outstanding securities were excluded from the computation of pro forma net loss per share, basic and diluted,<br> because their effect would have been anti-dilutive.
---	---
(2)	Includes<br> 4,187,500 shares to be transferred to Chardan pursuant to the Amendment & Acknowledgement.

Exhibit23.1

Consentof Independent Registered Public Accounting Firm

We consent to the inclusion of the reference to Form F-4 of our report, in the Form 20-F, dated July 24, 2025, with respect to the consolidated financial statements of Alps Life Sciences Inc. and subsidiaries as of March 31, 2025 and March 31, 2024, and the related statements of profit or loss, parent-entity net investment, and cash flows for the financial year ended March 31, 2025 and March 31, 2024.

UHY Malaysia PLT

202406000040 (LLP0041391-LCA) & AF 1411

Kuala Lumpur, Malaysia

October 31, 2025

Consentof Independent Registered Public Accounting Firm

We consent to the inclusion of the reference to Form F-4 of our report, in the Form 20-F, dated June 24, 2025, with respect to the financial statements of Alps Global Holding Pubco as of March 31, 2025, and the related statements of profit or loss, parent-entity net investment, and cash flows for the financial period 14 May 2024 (date of incorporation) to 31 March 2025.

UHY Malaysia PLT

202406000040 (LLP0041391-LCA) & AF 1411

Kuala Lumpur, Malaysia

October 31, 2025