8-K
GlobalTech Corp (GLTK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 25, 2025
| GlobalTech Corporation | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 000-56482 | 82-3926338 |
| --- | --- | --- |
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 3550 Barron Way Suite 13a, Reno, NV | 89511 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code:
775-624-4817
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, 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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Share Exchange Agreement
On November 25, 2025, GlobalTech Corporation (the “Company”, “we” and “us”), entered into a Share Exchange Agreement (the “Exchange Agreement”), with 123 Investments Limited, a private company registered under the laws of England and Wales (“123 Investments”), and Stephen Buck and John Patrick Bywater, the shareholders of 123 Investments (the “Shareholders”). 123 Investments, through its subsidiaries, is an independent footwear company based in the United Kingdom, which operates a retail brick and mortar as well as e-commerce stores, and they have developed technology solutions to improve sales on e-commerce platforms which include a buyer’s application, and retail and online sales channels.
Pursuant to the Exchange Agreement, the Shareholders agreed to exchange 51% of the outstanding securities of 123 Investments (the “Exchange” and the “123 Investments Stock”) with the Company in consideration for the following, issuable pro rata with each Shareholder’s ownership of 123 Investments:
(i) 82,800 shares of newly designated shares of Series A Convertible Preferred Stock of the Company (the “Series A Preferred Stock”) at Closing (defined below) (the “Closing Series A Stock”), each having a deemed value of $100 (the “Agreed Value”). A description of the terms of the Series A Preferred Stock is included under Item 5.03 of this Current Report and is incorporated herein by reference;
(ii) 750,000 shares of the Company’s common stock at Closing (defined below) (the “Closing Company Common Stock”, and together with the Closing Series A Stock, the “Closing Shares”);
(iii) up to an additional 9,200 shares of Series A Preferred Stock, issuable by the Company within seven days after the one-year anniversary of the Exchange if, and only if, the Shareholders have not defaulted in, or breached, any of their obligations, covenants or representations under the Exchange Agreement or the Shareholders Agreement (defined below)(the “Holdback Shares”); and
(iv) the right to earn additional consideration of up to $1,000,000 (the “Earnout Consideration”) in the event that both (a) the total EBITDA of 123 Investments in the fiscal year ended December 31, 2026 is equal to or greater than 2.5 million GBP; and (b) the total net profit of 123 Investments in the fiscal year ended December 31, 2026 is equal to or greater than 1.0 million GBP, based on the financial statements of 123 Investments provided to the Company by February 28, 2027. The Earnout Consideration may be paid, at the Company’s option, in cash or shares of Company common stock, with the total number of shares of Company common stock issuable to the Shareholders equal to the total amount of Earnout Consideration divided by the average closing price of the Company’s common stock on the last five trading days of calendar 2026, rounded up to the nearest whole share (the “Earnout Shares”).
In addition, the Company has agreed to make available to 123 Investments a three-year revolving credit facility of US$3,000,000, the terms of which will be purely commercial terms arrived at on an arm’s length basis, to 123 Investments (the “Credit Facility”). The Credit Facility must be made available as soon as practically possible, and in any case no later than fourteen days after funds become available to the Company. If the Credit Facility cannot be made available to 123 Investments by January 15, 2026 (subject to extension due to delays by 123 Investments in delivering certain financial statements to the Company)(the “Credit Facility Deadline”) or if the Credit Facility is not provided for more than fourteen days after the Company’s common stock is listed on the Nasdaq Capital Market; Nasdaq Global Market, or NYSE American (an “Uplisting”), or, then 123 Investments may obtain a similar credit facility and the Company will be obligated to make available sufficient collateral or security required to raise US$3,000,000. In addition, if the Company fails to make the Credit Facility available to 123 Investments on or before the Credit Facility Deadline or if an Uplisting fails to occur on or before December 31, 2025, the Shareholders will be deemed to have satisfied all requirements to earn the Earnout Consideration described above. The Credit Facility must be drawn down by 123 Investments in full within the first eighteen months of its three-year term.
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Pursuant to the Exchange Agreement, each of the Shareholders agreed that for a period of three years following the Closing, except through 123 Investments or its subsidiaries, that neither would compete against the Company in the United Kingdom and such countries of the Middle East as are members of the Gulf Cooperation Council (namely, Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, and the United Arab Emirates), in connection with any product or service offered by, researched by, or developed by, the Company, 123 Investments, or its subsidiaries, at any time during the three years prior to the applicable date of determination, in the software solutions industry.
The Exchange Agreement includes representations and warranties, indemnification obligations, and confidentiality obligations of the parties, customary with a transaction of the size and type as the Exchange Agreement.
The closing of the transactions contemplated by the Exchange Agreement (the “Closing”) are subject to customary closing conditions including the satisfactory outcome of due diligence by the Company; entry into the Shareholders Agreement, Voting Agreement, and Lock-Up Agreement; and the Shareholders’ taking steps to ensure that the board of directors of 123 Investments has five members shortly after closing, of whom three will be appointed by the Company and two will be appointed by the Shareholders.
The Company anticipates the closing of the Exchange occurring on or about December 10, 2025 (the date of such closing, as applicable, the “Closing Date”), and the Closing is subject to certain customary closing conditions, including the delivery of officer’s certificates, accredited investor questionnaires, and other confirmations, and cannot occur more than 40 days after the date of the Exchange Agreement, without approval of the parties. The Exchange Agreement can be terminated at any time prior to closing, with the mutual consent of the Company and 123 Investments; by a non-breaching party after thirty days’ notice of the breach of the agreement to the breaching party, and failure to cure such breach within 30 days (which under certain circumstances can be extended for an additional 15 days); by a party if the closing has not occurred prior to such required closing date (subject to certain requirements); by the Company or a simple majority of the Shareholders, in the event certain requirements to closing become incapable of fulfillment and have not been waived by such party; by a party (including the Shareholders, with consent of a simple majority of the Shareholders), if there (i) is any actual or threatened action or proceeding before any court or any governmental body which seeks to restrain, prohibit, or invalidate the transactions contemplated by the Exchange Agreement which makes it inadvisable to proceed with the Exchange; or (ii) any of the transactions contemplated by the Exchange Agreement are disapproved by any regulatory authority whose approval is required to consummate such transactions or if there is substantial likelihood that any such approval will not be obtained or will be obtained only on a condition or conditions which would be unduly burdensome, making it inadvisable to proceed with the Exchange.
Following the Closing, the Shareholders are required to assist the Company, at 123 Investments’ sole cost and expense, with the preparation of financial statements in accordance with US GAAP, pro forma financial information and such other interim financial information as required by Item 2.01 and/or Item 9.01 of Form 8-K and Regulation S-X of the Securities Act of 1933, as amended (the “Securities Act”), to the extent deemed required by the Company and its advisors (the “Financial Statements”). In the event that the Financial Statements are not delivered to the Company by the sixty-five (65) days following the Closing, 123 Investments is liable to the Company for damages of US$10,000 per day, up to a maximum of US$200,000, until such Financial Statements, in form ready to be filed on the Electric Data Gathering, Analysis and Retrieval (EDGAR), are delivered (the “Penalty”). The Penalty shall only be paid by the retention by the Company of Holdback Shares and/or cancellation of the obligation to issue such Holdback Shares.
The Shareholders agreed to only operate 123 Investments in the ordinary course of business prior to Closing.
Shareholders Agreement
The Exchange Agreement also required that the Shareholders and the Company enter into a Shareholders Agreement (the “Shareholders Agreement”), which Shareholders Agreement dated November 24, 2025, was entered into on November 25, 2025, to be effective on the Closing Date, and includes, among other things, the following provisions:
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Transfer Restrictions: The Shareholders Agreement prohibits the sale or transfer of any shares of 123 Investments without the consent of shareholders who collectively own and can vote more than 75% of all shares of 123 Investments (a “Super Majority In Interest”), subject to certain customary exceptions to affiliates of the shareholder who agree to be bound by the Shareholders Agreement.
Buyout Right: The Shareholders Agreement provides the Company with a buyout right beginning on the earlier of (i) the date of any Uplisting and (ii) the date the Credit Facility has been made available to 123 Investments, and continuing until the Shareholders hold no shares in 123 Investments, exercisable upon written notice from the Company to the Shareholders, which provides the Company the right to purchase all, but not less than all, of the shares of 123 Investments then held by the Shareholders (i.e., the 49% of 123 Investments retained by such Shareholders following the Closing) for an aggregate cash purchase price equal to the greater of (A) 120% of the Put Option Price (defined below) and (B) $200,000 for each 1% of the shares of 123 Investments acquired (as applicable, the “Buyout Price”). The “Put Option Price” means 10% of the sum of (i) 70% of the product of ten (10) multiplied by the earnings before interest, taxes, depreciation and amortization (EBITDA) of 123 Investments for the most recently completed fiscal year, and (ii) 30% of the product of fourteen (14) multiplied by the free cash flow of 123 Investments for the most recently completed fiscal year.
Put Option:**** The Shareholders Agreement provides the Shareholders with the right, exercisable during the twenty business days after the annual general meeting of 123 Investments in the third financial year following the year in which the Credit Facility is made available to 123 Investments herein (the “Put Option Period”), to exchange up to 10% of the shares then held by the Shareholders in 123 Investments for shares of the Company’s common stock (the “Put Option Shares”)(with the number of Put Option Shares being equal to (i) the Put Option Price divided by (ii) the greater of (A) the average of the volume weighted average prices (VWAPs) for the ninety days prior to the date of determination; and (B) $2.50, as adjusted equitably for stock splits, stock dividends and recapitalizations (the “Put Option”). The Put Option is subject to, and can only be exercised if, (i) the Current Shareholders have converted their entire holding of Series A Preferred Stock of the Company into Company common stock, and (ii) 123 Investments has attained at least 75% of each of the following performance targets for the third financial year following the year in which the Credit Facility is made available to 123 Investments: (A) revenue of GBP 49 million, (B) EBITDA of GBP 4.897 million, (C) net profit (after tax) of GBP 2.743 million, and (D) free cash (equal to cash flow from operations less capital expenditures) of GBP 3.5 million (collectively, the “Performance Targets”). The Performance Targets will be reduced by 40% if the Uplisting does not occur on or before December 31, 2025 or if the Credit Facility is not provided on or before the Credit Facility Deadline.
Right of First Refusal: The Shareholders Agreement provides each shareholder of 123 Investments, subject to certain customary permitted transfer rights, a right of first refusal to purchase any shares of 123 Investments which any shareholder desires to transfer, at the price that they are offered to be transferred or (i) the value of the applicable shares mutually agreed upon between the applicable offering shareholder (or his or her representative, as applicable), if any, and 123 Investments, or all of the remaining shareholders, as applicable, or (ii) if the applicable parties cannot agree, the value of such shares as determined in good faith by shareholders holding more than 50% of the 123 Investment shares.
Other Rights: The Shareholders Agreement includes (i) drag along rights, requiring the Shareholders to be dragged along in any change of control transaction proposed by the Company, but only if the Put Option Period has passed, the Uplisting has occurred, and the Credit Facility has been made available to 123 Investments; (ii) tag along rights, allowing the Shareholders to participate in any change of control transaction proposed by the Company, but only if the Put Option Period has passed; and (iii) certain buyout rights in the event of the death or incapacity of an individual shareholder.
The Shareholders Agreement also provides for the business and affairs of 123 Investments to be governed by a board of directors consisting of at least five persons, of which three will be appointed by the Company and two will be appointed by the Shareholders. The number of members on the board may be increased (but not decreased) with the consent of a Super Majority In Interest. The initial directors appointed by the Company will be Mehdi Al Abduwani (a member of the Board of Directors of the Company), Ian Barnett, and Muhammad Azhar Saeed (the Chief Financial Officer of the Company), and the initial directors appointed by the Shareholders will be Stephen Buck and John Patrick Bywater, the Shareholders. The Shareholders Agreement also provides that certain transactions involving 123 Investments can only be affected with approval of a Super Majority In Interest.
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The Shareholders Agreement remains in full force and effect until 123 Investments and a Super Majority In Interest, agree in writing to its termination or until the first to occur of (i) offering of shares of 123 Investments pursuant to a registration statement effective under the Securities Act; (ii) the purchase by one shareholder of all the issued and outstanding shares of 123 Investments; or (iii) the dissolution, bankruptcy or receivership of 123 Investments.
The representations, warranties and covenants of each party set forth in the Exchange Agreement have been made only for the purposes of, and were and are solely for the benefit of the parties to, the Exchange Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Exchange Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact.
The Shareholders, in respect of each year in which 123 Investments earns an after-tax net profit, and notwithstanding anything in this Agreement to the contrary, but subject to all applicable laws, be entitled to receive from 123 Investments, as a management fee (the “Management Fee”), the sum of five percent (5%) of 123 Investments’ net profit, subject to applicable law, provided that such Management Fee shall undergo a reduction of twenty percent (20%), to four percent (4%) of 123 Investments’ after-tax net profit, in the event the Shareholders’ collective shareholding in 123 Investments drops to equal or less than forty percent (40%) of the total shares, and shall undergo further proportionate reductions for every drop in the Shareholders’ collective shareholding in 123 Investments up until the level of a thirty-four percent (34%) ownership interest therein (i.e., will drop by 1/6th for each decrease in ownership of the Shareholders below forty percent (40%), and the Shareholders shall no longer be entitled to receive any Management Fee from 123 Investments if their collective shareholding in 123 Investments falls below the thirty-four percent (34%) level). No Management Fee shall be due, or earned, by any Shareholder, following any applicable date that (i) the Performance Targets are not met as of the end of the third (3rd) financial year following the date that the Credit Facility is made available to 123 Investments; or (ii) any Shareholder is in breach of any term or condition of any of the agreements entered into in connection with the Exchange Agreement.
Voting Agreement
The Exchange Agreement also provided that the shareholders of the Company, including the Shareholders and our majority shareholders, Babar Ali Syed and Muhammad Azhar Saeed, who held 59% and 19% of the Company’s outstanding shares of common stock, respectively, as of the parties entry into the Voting Agreement (the “Majority Shareholders”), would enter into a Voting Agreement, which was entered into on November 25, 2025 (the “Voting Agreement”). Pursuant to the Voting Agreement, the Shareholders appointed the Majority Shareholders with a power of attorney and irrevocable proxy to vote all shares of Company securities held by the Shareholders from time to time (including Series A Preferred Stock and Company common stock which will be received pursuant to the Closing of the Exchange Agreement) until the earlier of (i) January 1, 2029, (ii) the date that the Shareholders hold no shared of Company securities, or (iii) the date on which the Majority Shareholders have notified the Shareholders that the Voting Agreement has been terminated. The Voting Agreement also prohibits the Shareholders from selling, transferring, or pledging Company securities without the consent of the Majority Shareholders or in violation of the Lock-Up Agreement (discussed below).
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Lock-Up Agreement
The Exchange Agreement also required the Shareholders to enter into a Lock-Up and Leak-Out Agreement with the Company (the “Lock-Up Agreement”), pursuant to which the Shareholders agreed not to directly or indirectly transfer or pledge any shares of Company common stock issuable upon conversion of the Series A Preferred Stock for a period of two years after such conversion, without the prior written consent of the Company, except that any Shareholder may transfer: (a) up to 7.5% of such Shareholder’s then individual shareholding in the Company’s common stock in any rolling period of three (3) consecutive months, and (b) subject to such Shareholder transferring a total of no more than thirty percent (30%) of such aggregate shareholding during the entirety of the two year period (based on the original shares issued upon conversion of the Series A Preferred Stock), subject to certain customary exceptions.
* * * * *
The foregoing description of the Exchange Agreement, Shareholders Agreement, Voting Agreement, and Lock-Up Agreement above, is subject to, and qualified in its entirety by, the Exchange Agreement, Shareholders Agreement, Voting Agreement, and Lock-Up Agreement, attached as Exhibits 2.1, 10.1, 10.2, and 10.3 hereto, respectively, which are incorporated into this Item 1.01 by reference in their entirety.
Item 3.02 Unregistered Sales of Equity Securities.
The information and disclosures set forth in Item 1.01 above are incorporated by reference into this Item 3.02 in their entirety.
The offer and sale of the Closing Series A Stock, the Closing Company Common Stock, the Holdback Shares (to the extent due and issued), the Earnout Shares (to the extent due and issued), and to the extent that the Shareholders are eligible and desire to effect the Put Option in the future, the Put Option Shares, are intended to be exempt from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, since the foregoing offer, sales and planned issuances were/will not involve a public offering, the recipients have confirmed that they are “accredited investors”, and the recipients will acquire the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. The securities are subject to transfer restrictions, and the securities will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.
In the event the Closing Series A Stock are converted in full and the Holdback Shares are issued in full, and are thereafter converted in full, a maximum of 4,600,000 shares of common stock of the Company would be issued.
Item 3.03 Material Modification to Rights of Security Holders.
The information and disclosures set forth in Item 5.03 below are incorporated by reference into this Item 3.03 in their entirety.
Item 5.03 Amendments to Designation of Incorporation or Bylaws; Change in Fiscal Year.
On November 25, 2025, the Company submitted for filing to the Secretary of State of Nevada, a Certificate of Designation of GlobalTech Corporation Establishing the Designations, Preferences, Limitations and Relative Rights of its Convertible Series A Preferred Stock (the “Series A Designation”), which was filed with the Secretary of State of Nevada on November 25, 2025, effective as of the same date. The Series A Designation designated 92,000 shares of Series A Preferred Stock.
The Series A Designation provides for the Series A Preferred Stock to have the following terms:
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Convertible Series A Preferred Stock
Dividend Rights. The Series A Preferred Stock will not accrue any dividends or participate in any dividends.
Liquidation Preference. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the holders of the Series A Preferred Stock are entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the greater of (a) the Stated Value (the “Liquidation Preference”); and (b) the total amount of consideration which would have been payable upon such Liquidation if the Series A Preferred Stock was converted into common stock in full immediately prior to such Liquidation, for each share of Series A Preferred Stock, before any distribution or payment is made to the holders of any junior securities, but after the payment of any liquidation preference of any holder of senior securities, and if the assets of the Company are insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series A Preferred Stock are to be ratably distributed among the holders of the Series A Preferred Stock in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.
Conversion Rights.
Optional Conversion: During a 60-day period (the “Optional Conversion Period”) beginning on March 31, 2026, or June 1, 2026 if an application for Uplisting is pending as of March 31, 2026 (the “Optional Conversion Date”), each holder of Series A Preferred Stock may, at its option, convert its shares of Series A Preferred Stock into that number of shares of common stock equal to $100 (the “Stated Value”), divided by the greater of (i) $2.00 or (ii) the initial sales price of the Company’s common stock on the Nasdaq Capital Market, Nasdaq Global Market, or NYSE American, multiplied by 0.80 (the “Conversion Price”), subject to adjustment for stock splits and stock dividends, with any fractional shares rounded up to the nearest whole share.
Automatic Conversion: Each share of Series A Preferred Stock will automatically convert to Company common stock (the “Automatic Conversion”) on the earlier of (i) the date that the Uplisting is approved and (ii) the last day of the Optional Conversion Period, into that number of shares of common stock equal to the Stated Value of such share of Series A Preferred Stock, divided by (1) for an Automatic Conversion occurring on the date that the Uplisting is approved, (a) the initial sales price of the Company’s common stock on the Nasdaq Capital Market, Nasdaq Global Market, or NYSE American, multiplied by (b) 0.80; and (2) for an Automatic Conversion occurring on the last day of the Optional Conversion Period, the greater of (x)(a) the initial sales price of the Company’s common stock on the Nasdaq Capital Market, Nasdaq Global Market, or NYSE American on the date that the Uplisting is approved, multiplied by (b) 0.80; and (y) $2.50, subject in each case to adjustment for stock splits and stock dividends, with any fractional shares rounded up to the nearest whole share.
Voting Rights . The shares of Series A Preferred Stock have no voting rights, except in connection with the protective provisions discussed below.
Protective Provisions. So long as any shares of Series A Preferred Stock are outstanding, the Company cannot without first obtaining the approval of the holders of a majority of the then outstanding shares of Series A Preferred Stock, voting together as a class:
(a) Amend any provision of the Series A Designation;
(b) Increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series A Convertible Preferred Stock;
(c) Adopt or authorize any new designation of any preferred stock or capital stock or amend the Articles of Incorporation of the Company in a manner which (i) provides any holder of common stock or preferred stock any rights upon a liquidation of the Company which are prior and superior to those of the holders of the Series A Preferred Stock; or (ii) adversely affects the rights, preferences and privileges of the Series A Preferred Stock (provided that no (1) increase in the number of authorized shares of common stock or preferred stock of the Company; or (2) designation of a new series of preferred stock of the Company which has rights junior or pari passu (except in the event of a liquidation event, in which case the rights of the Series A Preferred Stock shall be senior) to the Series A Preferred Stock shall be deemed to adversely affect the rights, preferences and privileges of the Series A Preferred Stock);
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(d) Effect an exchange, or create a right of exchange, cancel, or create a right to cancel, of all or any part of the shares of another class of shares into shares of Series A Preferred Stock;
(e) Alter or change the rights, preferences or privileges of the shares of Series A Preferred Stock so as to affect adversely the shares of such series; or
(f) Issue any shares of Series A Preferred Stock, except pursuant to the terms of the Exchange Agreement.
Redemption Rights. The shares of Series A Preferred Stock have no redemption rights, except in connection with the protective provisions discussed below.
* * * * *
The foregoing description of the Series A Preferred Stock and Series A Designation is only a summary of the material terms of such Series A Preferred Stock and Series A Designation and does not purport to be complete and is qualified in its entirety by reference to the full text of the Series A Designation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On December 2, 2025, the Company published a press release announcing the entry into the Exchange Agreement, among other things. A copy of the press release is included herewith as Exhibit 99.1 and the information in the press release is incorporated by reference into this Item 7.01.
The information responsive to Item 7.01 of this Form 8-K and Exhibit 99.1 attached, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
* Filed herewith.
** Furnished herewith.
Certain schedules and exhibits have been omitted pursuant to Items 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K. A copy of any omitted schedule or Exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished.
Forward- Looking Statements
This Current Report on Form 8-K and Exhibit 99.1 hereto contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act, as amended. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties, many of which are beyond our control, that may cause actual results or events to differ materially from those projected. These risks and uncertainties, many of which are beyond our control, include risks described in the section entitled “Risk Factors” and elsewhere in our Annual Reports on Form 10-K and in our other filings with the SEC, including, without limitation, our reports on Forms 8-K and 10-Q, all of which can be obtained on the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GlobalTech Corporation |
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| /s/ Dana Green |
| Dana Green<br><br>Chief Executive Officer |
| Date: December 2, 2025 |
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global_ex21.htm
EXHIBIT 2.1
SHARE EXCHANGE AGREEMENT
BY AND BETWEEN
GLOBALTECH CORPORATION,
A NEVADA CORPORATION,
123 INVESTMENTS LIMITED,
A PRIVATE LIMITED COMPANY REGISTERED UNDER THE LAWS OF ENGLAND AND WALES,
AND
THE SHAREHOLDERS OF
123 INVESTMENTS LIMITED
DATED NOVEMBER 24, 2025
TABLE OF CONTENTS
| ARTICLE I. REPRESENTATIONS, COVENANTS, AND WARRANTIES OF 123 INVESTMENTS AND THE 123 INVESTMENTS SHAREHOLDERS | 1 |
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| | 1.1. | Organization. | 2 |
| | 1.2. | Capitalization. | 3 |
| | 1.3. | Subsidiaries and Predecessor Corporations. | 3 |
| | 1.4. | Other Information. | 4 |
| | 1.5. | Options, Warrants, Convertible Securities. | 4 |
| | 1.6. | Absence of Certain Changes or Events. | 4 |
| | 1.7. | 123 Investments and Related Matters. | 6 |
| | 1.8. | Litigation and Proceedings. | 6 |
| | 1.9. | Contracts. | 6 |
| | 1.10. | Material Contract Defaults. | 7 |
| | 1.11. | No Conflict With Other Instruments. | 7 |
| | 1.12. | Governmental Authorizations. | 7 |
| | 1.13. | Approval of Agreement. | 7 |
| | 1.14. | Material Transactions or Affiliations. | 8 |
| | 1.15. | The 123 Investments Schedules. | 8 |
| | 1.16. | Valid Obligation. | 9 |
| | 1.17. | Acquisition of the Company Securities. | 9 |
| | 1.18. | Exemption from Registration. | 9 |
| | 1.19. | Representations, Acknowledgments and Warranties of the 123 Investments Shareholders. | 9 |
| | 1.20. | Real Property. | 13 |
| | 1.21. | Advertising. | 13 |
| | 1.22. | Intellectual Property. | 13 |
| | 1.23. | Compliance With Laws; Permits and Rule 506 Confirmations. | 16 |
| | 1.24. | Environmental Matters. | 17 |
| | 1.25. | Compliance with Specific Laws. | 18 |
| | 1.26. | Insider Trading. | 20 |
| | 1.27. | Insurance Coverage. | 20 |
| | 1.28. | Customer, Supplier and Employee Relations. | 20 |
| | 1.29. | Product and Service Matters. | 21 |
| | 1.30. | Closing Date Releases. | 21 |
| | 1.31. | Solvency. | 22 |
| | 1.32. | Financial Statements. | 22 |
| | 1.33. | No Undisclosed Related Party Liabilities. | 22 |
| | 1.34. | Acknowledgments. | 23 |
| | 1.35. | Data Room; Information Supplied. | 23 |
| | 1.36. | No Other Representations or Warranties. | 23 |
| | 1.37. | No Untrue Representation or Warranty. | 23 |
| i |
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| ARTICLE II. REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY | 23 |
|---|
| | 2.1. | Organization. | 23 |
| | 2.1. | Trading Status. | 24 |
| | 2.2. | Capitalization. | 24 |
| | 2.3. | No Conflict or Violation; Default; Confirmations. | 24 |
| | 2.4. | Litigation and Proceedings. | 25 |
| | 2.5. | Approval of Agreement. | 25 |
| | 2.6. | Valid Obligation. | 25 |
| | 2.7. | No Other Representations or Warranties | 25 |
| | 2.8 | No Untrue Representation or Warranty. | 25 |
| ARTICLE III. PLAN OF EXCHANGE | | | 26 |
| | 3.1. | The Exchange. | 26 |
| | 3.2. | Closing. | 27 |
| | 3.3. | Holdback. | 28 |
| | 3.4. | Potential For Earnout Consideration. | 28 |
| | 3.5. | Tradability of Company Securities. | 30 |
| | 3.6. | Termination. | 31 |
| | 3.7. | Effect of Termination. | 32 |
| ARTICLE IV. SPECIAL COVENANTS | | | 32 |
| | 4.1. | Access to Properties and Records. | 32 |
| | 4.2. | Delivery of Books and Records and Bank Accounts. | 33 |
| | 4.3. | Third Party Consents and Certificates. | 33 |
| | 4.4. | Actions Prior to Closing. | 33 |
| | 4.5. | Post-Closing Conditions; Requirements. | 34 |
| ARTICLE V. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY | | | 37 |
| | 5.1. | Ownership of 123 Investments. | 37 |
| | 5.2. | Accuracy of Representations and Performance of Covenants. | 37 |
| | 5.3. | Officer’s Certificate. | 38 |
| | 5.4. | No Material Adverse Change. | 38 |
| | 5.5. | Approval by 123 Investments. | 38 |
| | 5.6. | No Governmental Prohibition. | 38 |
| | 5.7. | Consents. | 38 |
| | 5.8. | Due Diligence. | 38 |
| | 5.9. | Other Closing Conditions. | 39 |
| ARTICLE VI. CONDITIONS PRECEDENT TO OBLIGATIONS OF 123 INVESTMENTS AND THE 123 INVESTMENTS SHAREHOLDERS | | | 39 |
| | 6.1. | Accuracy of Representations and Performance of Covenants. | 39 |
| | 6.2. | Officer’s Certificate. | 39 |
| | 6.3. | No Material Adverse Change. | 39 |
| | 6.4. | No Governmental Prohibition. | 39 |
| | 6.5. | Consents. | 40 |
| | 6.6. | Certificate of Designations. | 40 |
| | 6.7. | Other Closing Conditions. | 40 |
| ii |
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| ARTICLE VII. LIMITATION OF LIABILITY AND INDEMNIFICATION | 40 |
|---|
| | 7.1. | Limitation of Liability. | 40 |
| | 7.2. | Indemnification by the 123 Investments Shareholders. | 40 |
| | 7.3 | Indemnification by the Company. | 41 |
| | 7.4 | Survival of Representations, Warranties and Covenants. | 41 |
| | 7.5 | Notice and Opportunity to Defend. | 42 |
| | 7.6 | Remedies Exclusive. | 42 |
| | 7.7 | Emergency Relief. | 42 |
| | 7.8 | Right to Set Off. | 42 |
| | 7.9 | Materiality Scrape. | 43 |
| | 7.10 | No Consequential Damages. | 43 |
| 8 | CONFIDENTIALITY | | 43 |
| | 8.1 | Confidentiality. | 43 |
| | 8.2 | Enforceability. | 44 |
| 9 | DEFINITIONS | | 44 |
| | 9.1 | Certain Definitions. | 44 |
| | 9.2 | Other Definitional Provisions. | 52 |
| 10 | MISCELLANEOUS | | 53 |
| | 10.1 | Broker/Finder’s Fee. | 53 |
| | 10.2 | Equitable Adjustments. | 53 |
| | 10.3 | Governing Law, Arbitration and Jurisdiction. | 53 |
| | 10.4 | Notices. | 54 |
| | 10.5 | Attorneys’ Fees. | 55 |
| | 10.6 | Confidentiality. | 55 |
| | 10.7 | Publicity. | 56 |
| | 10.8 | Schedules and Exhibits. | 56 |
| | 10.9 | Schedules; Knowledge. | 56 |
| | 10.10 | Third Party Beneficiaries. | 56 |
| | 10.11 | Entire Agreement. | 56 |
| | 10.12 | Survival; Termination. | 56 |
| | 10.13 | Counterparts. | 56 |
| | 10.14 | Amendment or Waiver. | 57 |
| | 10.15 | Best Efforts. | 57 |
| | 10.16 | Remedies. | 57 |
| | 10.17 | Severability. | 57 |
| | 10.18 | Independent Nature of Obligations and Rights. | 57 |
| | 10.19 | No Presumption from Drafting. | 58 |
| | 10.20 | Review and Construction of Documents. | 58 |
| | 10.21 | Headings; Gender. | 58 |
| | 10.22 | Transaction Expenses. | 58 |
| | 10.23 | Cooperation Following the Closing. | 58 |
| | 10.24 | Counterparts, Effect of Facsimile, Emailed and Photocopied Signatures. | 58 |
| iii |
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Exhibits
| Exhibit A | - | Form of Stock Registration Form |
|---|
| Exhibit B | - | Accredited Investor Certification |
| Exhibit C | - | Certificate of Designations of GlobalTech Corporation Establishing the Designations, Preferences, Limitations and Relative Rights of Its Convertible Series A Preferred Stock |
| Exhibit D | - | Form of Shareholders Agreement |
| Exhibit E | - | Form of Voting Agreement |
| Exhibit F | - | Form of Lock-Up and Leakout Agreement |
| iv |
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SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT is entered into as of November 24, 2025, by and among GlobalTech Corporation, a Nevada corporation (the “Company”) and 123 Investments Limited, a private limited company registered under the laws of England and Wales (Company No. 6462732) (“123 Investments”), and the person(s) executing this Agreement listed on the signature page hereto under the heading “123 Investments Shareholders” (referred to as the “123 Investments Shareholders”), each a “Party” and collectively the “Parties,” upon the following premises:
PREMISES
WHEREAS, the 123 Investments Shareholders own outstanding ordinary shares of 123 Investments (the “123 Investments Stock”), totaling one-hundred percent (100%) of the issued and outstanding ordinary shares of 123 Investments;
WHEREAS, the Company is a publicly-held corporation organized under the laws of the State of Nevada, whose common stock is quoted on the OTC Pink Market under the symbol “GLTK”;
WHEREAS, 123 Investments is a private limited company organized under the laws of England and Wales;
WHEREAS, the Company desires to acquire 51% of the issued and outstanding securities of 123 Investments in exchange for shares of the Company’s Series A Convertible Preferred Stock (the “Exchange Offer” or the “Exchange”), so that 123 Investments will become a 51% owned subsidiary of the Company; and
WHEREAS, the 123 Investments Shareholders desire to exchange 51% of their ordinary shares in 123 Investments in exchange for shares of authorized but unissued shares of Series A Convertible Preferred Stock of the Company as set forth below.
CERTAIN CAPITALIZED TERMS USED HEREIN HAVE THE MEANINGS GIVEN TO SUCH TERMS IN ARTICLE IX.
AGREEMENT
NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived herefrom, the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed as follows:
ARTICLE I.
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF 123 INVESTMENTS AND THE 123 INVESTMENTS SHAREHOLDERS
As an inducement to and to obtain the reliance of the Company, except as set forth on the 123 Investments Schedules (as hereinafter defined, which shall contain any exceptions or qualifications to the representations and warranties are set forth below), 123 Investments and the 123 Investments Shareholders each individually, and not jointly and severally, represent and warrant as follows (which shall be re-confirmed at Closing):
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1.1. Organization.
(a) 123 Investments is a private limited company is duly organized, validly existing, and in good standing under the laws of England and Wales (including its subsidiaries namely I)- Moda Concessions Limited, II)- Direct Footwear Limited, III)- MIP Stores 1975 Limited, IV)- MIP Trading 1975 Limited, V)- MIP Online 1975 Limited, VI)-MIP Employees 1975 Limited), VII)-Bonded Trading Ltd, VIII)- Retailer Harrogate 002 Ltd, IX)- Retailer Ilkley 006 Ltd, X)- Retailer Chester 012 Ltd, XI)- Retailer York 017 Limited, XII)- Retailer Manchester 027 Limited, Retailer Amersham 067 Limited, XIII)- Retailer Henley 123 Limited, XIV)- Retailer Cirencester 137 Limited, XV)- MIP Stores Guildford 173 Ltd, XVI)- Retailer Belfast 174 Ltd, XVII)- MIP Stores Leeds VQ 1975 (197) LTD, XVIII)-MIP Meadowhall 1975 (176) Ltd, XIX)- MIP Lakeside 177 Ltd, XX)- Shoon Street Lane Ltd, XXI)- MIP Stanmore 215 Ltd, XXII)- Brightlark Limited, XXIII)- BSoleful Limited) and each of the other 123 Investments Parties are duly organized, validly existing, and in good standing under the laws of their jurisdictions of organization. The 123 Investments Parties have the corporate power and are duly authorized, qualified, franchised, and licensed under all applicable Laws, regulations, ordinances, and orders of public authorities to own all of their properties and assets and to carry on their business in all material respects as it is now being conducted, including qualifications to do business as a foreign corporation in the states or countries in which the character and location of the assets owned by them or the nature of the business transacted by them requires qualification, except where failure to be so qualified would not have a Material Adverse Effect on their business. Included in the 123 Investments Schedules are complete and correct copies of the Governing Documents of the 123 Investments Parties as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the 123 Investments Parties’ Governing Documents. 123 Investments has taken all actions required by Law, its Governing Documents, or otherwise to authorize the execution and delivery of this Agreement. 123 Investments has full power, authority, and legal right and has taken all action required by Law, its Governing Documents and otherwise to consummate the transactions herein contemplated.
(b) 123 Investments is authorized to carry on its business activities (such business activities, collectively, the “Business”), in all jurisdictions where its property and assets of every nature and kind are located, including but not limited to the following key operational assets that form an integral part of 123 Investments’ undertaking and commercial existence, namely, its footwear sale business (retail, e-commerce and all other channels), its retail assistant business, and the buyer’s application or app, along with all of its immovable properties (comprising freehold, leasehold, licenses, easements, rights of ways or other such properties), licenses, permits, approvals or authorizations, as well as tangibles (comprising all plants, machinery, facilities, tools and electrical or mechanical equipment, fittings and fixtures, communication systems, installations installed or to be installed at its premises or elsewhere, tangible equipment used exclusively with maintenance management systems, and all inventory wherever located that was purchased for, is used or is intended to be used in association with the other assets) (such property and assets, collectively, the “Assets”), and has all necessary corporate power and capacity to own and lease the Assets owned and leased by it.
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1.2. Capitalization.
1.2.1 All issued and outstanding stock of the 123 Investments Parties is legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person and were issued in accordance with all applicable securities laws. Prior to giving effect to the transactions contemplated by this Agreement, the 123 Investments Shareholders are the legal and beneficial owners of all of the issued and outstanding equity of 123 Investments, as set forth on Schedule 1.2.1, all of which equity interests are owned free and clear of any Liens (other than those imposed under applicable securities laws). The 123 Investments Stock to be delivered by the 123 Investments Shareholders to the Company at the Closing will constitute 51% of the issued and outstanding equity of 123 Investments as of the Closing Date. All capital stock or other equity interests held by 123 Investments is set forth on Schedule 1.3. All of the outstanding equity of the 123 Investments Parties was not issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the 123 Investments Parties’ Governing Documents or any contract to which any 123 Investments Parties is a party or by which it or its securities are bound. None of the 123 Investments Parties hold any equity interests in its treasury. None of the outstanding equity of the 123 Investments Parties was issued in violation of any applicable securities Laws. There are no convertible securities of the 123 Investments Parties. There are no preemptive rights or rights of first refusal or first offer with respect to the 123 Investments Parties’ equity securities, nor are there any contracts, commitments, arrangements or restrictions to which the 123 Investments Parties or, to the Knowledge of the 123 Investments Shareholders, any of their equity holders are a party or bound relating to any equity securities or convertible securities of the 123 Investments Parties, whether or not outstanding. There are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect to the 123 Investments Parties. There are no voting trusts, proxies, shareholder agreements or any other agreements or understandings with respect to the voting of the 123 Investments Parties’ equity. There are no outstanding contractual obligations of the 123 Investments Parties to repurchase, redeem or otherwise acquire any equity of the 123 Investments Parties. There are no declared or accrued but unpaid dividends with respect to any equity of the 123 Investments Parties.
1.3. Subsidiaries and Predecessor Corporations. 123 Investments does not have any predecessor corporation(s) or subsidiaries, and does not hold any equity interests in any Person, other than as set forth on Schedule 1.3 (collectively, the “Subsidiaries”), which schedule includes the ownership of each subsidiary owned by 123 Investments.
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1.4. Other Information.
1.4.1 123 Investments and its Subsidiaries have no liabilities with respect to the payment of any federal, provincial, state, county, local or other Taxes (including any deficiencies, interest or penalties), except for Taxes accrued but not yet due and payable or as provided in the 123 Investments Schedules, or as could not reasonably be expected to have a Material Adverse Effect.
1.4.2 123 Investments and its Subsidiaries have filed all federal, provincial, state or local income and/or franchise Tax returns required to be filed by it from inception to the date hereof. Each of such income Tax returns reflects the Taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial.
1.4.3 The books and records of 123 Investments and its Subsidiaries are in all material respects complete and correct and have been maintained in accordance with good business and accounting practices.
1.4.4 Neither 123 Investments nor any of its Subsidiaries has any material liabilities, direct or indirect, matured or unmatured, contingent or otherwise in excess of Fifty Thousand Dollars (US$50,000) except as disclosed in writing to the Company on Schedule 1.4.4, which liabilities in aggregate shall not exceed US$ 13,000,000.00 including payables, on the Closing Date of which detail is annexed.
1.5. Options, Warrants, Convertible Securities. Other than as set forth on Schedule 1.5, there are no outstanding subscriptions, options, calls, contracts, commitments, understandings, restrictions, arrangements, rights or warrants, including any right of conversion or exchange under any outstanding security, instrument or other agreement and also including any rights plan or other antitakeover agreement, obligating 123 Investments or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of 123 Investments or any of its Subsidiaries or obligating 123 Investments or any of its Subsidiaries to grant, extend or enter into any such agreement or commitment and there are no outstanding stock appreciation rights or similar derivative securities or rights of 123 Investments or any of its Subsidiaries.
1.6. Absence of Certain Changes or Events. Except as set forth in this Agreement or the 123 Investments Schedules provided, and as set forth on Schedule 1.6, since January 31, 2024:
1.6.1 There has not been (i) any material adverse change in the proposed business, operations, properties, assets, or condition of 123 Investments or any of its Subsidiaries or (ii) any damage, destruction, or loss to 123 Investments or any of its Subsidiaries (whether or not covered by insurance) materially and adversely affecting the business or financial condition of 123 Investments or any of its Subsidiaries;
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1.6.2 Neither 123 Investments, nor any of its Subsidiaries has (i) amended its Governing Documents; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to any shareholders or members or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of 123 Investments and its Subsidiaries have; (iv) made any material change in its method of management, operation or accounting; (v) entered into any other material transaction other than sales in the ordinary course of its business; (vi) made any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceeds Fifteen Thousand Dollars (US$15,000); or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees;
1.6.3 Neither 123 Investments, nor any of its Subsidiaries has (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) in excess of US$100,000 except as disclosed herein and except liabilities incurred in the ordinary course of business; (ii) paid or agreed to pay any material obligations or liability (absolute or contingent) other than current liabilities, and current liabilities incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights, or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than Fifty Thousand Dollars (US$50,000); or (iv) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination could reasonably be expected to have a Material Adverse Effect, considering the business of 123 Investments and its Subsidiaries, other than in the ordinary course of business; and
1.6.4 To the Knowledge of the 123 Investments Shareholders, neither 123 Investments, nor its Subsidiaries has become subject to any Law or regulation which has had or could reasonably be expected to have a Material Adverse Effect on 123 Investments or its Subsidiaries, as the case may be.
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1.7. 123 Investments and Related Matters. No third party has any right to, and neither 123 Investments, nor any of its Subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to, any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding on could reasonably be expected to have a Material Adverse Effect on 123 Investments or any of its Subsidiaries.
1.8. Litigation and Proceedings. Other than as set forth on Schedule 1.8, there are no actions, suits, or proceedings pending or, to the Knowledge of the 123 Investments Shareholders after reasonable investigation, threatened by or against 123 Investments, any of its Subsidiaries, or its or their properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. The 123 Investments Shareholders do not have any Knowledge of any default with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default, with respect to 123 Investments or any of its subsidiaries.
1.9. Contracts.
1.9.1 Except as disclosed on Schedule 1.9.1, there are no material contracts, agreements, franchises, license agreements, debt instruments or other commitments to which 123 Investments or any of its Subsidiaries is or are a party or by which any of its or their assets, products, technology, or properties are bound other than those incurred in the ordinary course of business (as used in this Agreement, a “material” contract, agreement, franchise, license agreement, debt instrument or commitment is one which (i) will remain in effect for more than six (6) months after the date of this Agreement and (ii) involves obligations of at least One Hundred Thousand Dollars (US$100,000) unless otherwise disclosed pursuant to this Agreement);
1.9.2 All contracts, agreements, franchises, license agreements, and other commitments, if any, to which 123 Investments or any of its Subsidiaries is a party and which are material to the operations or proposed operations of 123 Investments or any of its Subsidiaries taken as a whole are valid and enforceable by 123 Investments and its Subsidiaries in all material respects, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally, and by general equitable principles (whether enforcement is sought by proceedings in equity or at law);
1.9.3 Neither 123 Investments, nor any of its Subsidiaries, is a party to or bound by, and the properties of 123 Investments and each of its Subsidiaries are not subject to, any contract, agreement, other commitment or instrument; any charter or other corporate restriction; or any judgment, order, writ, injunction, decree, or award which could reasonably be expected to have a Material Adverse Effect on 123 Investments and its Subsidiaries; and
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1.9.4 Except as included or described in Section 1.9.4 of the 123 Investments Schedules, neither 123 Investments nor any of its Subsidiaries is a party to any oral or written (i) contract for the employment of any officer or employee which is not terminable on thirty (30) days, or less notice, except as may be required by applicable employment Law; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan; (iii) agreement, contract, or indenture relating to the borrowing of money; (iv) guaranty of any obligation, other than one on which 123 Investments or any of its Subsidiaries is a primary obligor, for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties of obligations which, in the aggregate do not exceed more than one (1) year or providing for payments in excess of Fifty Thousand Dollars (US$50,000) in the aggregate; (v) collective bargaining agreement; or (vi) agreement with any present or former officer or director of 123 Investments or any of its Subsidiaries.
1.10. Material Contract Defaults. Neither 123 Investments, nor any of its Subsidiaries is in default in any material respect under the terms of any outstanding material contract, agreement, lease, or other commitment which is material to the business, operations, properties, assets or condition of 123 Investments or any of its Subsidiaries, as the case may be, and there is no event of default in any material respect under any such contract, agreement, lease, or other commitment in respect of which 123 Investments or any of its Subsidiaries has not taken adequate steps to prevent such a default from occurring.
1.11. No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute an event of default under, or terminate, accelerate or modify the terms of any indenture, mortgage, deed of trust, or other contract, agreement, or instrument to which 123 Investments or any of its Subsidiaries is a party or to which any of its or their properties or operations are subject as of the date of this Agreement and/or as of the Closing Date.
1.12. Governmental Authorizations. Except as set forth in the 123 Investments Schedules, 123 Investments and each of its Subsidiaries has all licenses, franchises, permits, and other governmental authorizations that are legally required to enable it and them to conduct its and their business in all material respects as conducted on the date hereof. Except for compliance with federal, provincial and state securities and corporation laws, as hereinafter provided, no authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other Governmental Body is required in connection with the execution and delivery by 123 Investments and the 123 Investments Shareholders of this Agreement and the consummation by 123 Investments and the 123 Investments Shareholders of the transactions contemplated hereby.
1.13. Approval of Agreement. The Directors of 123 Investments shall have authorized the execution and delivery of this Agreement by 123 Investments and approved this Agreement and the transactions contemplated hereby.
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1.14. Material Transactions or Affiliations. Set forth in the 123 Investments Schedules is a description, if applicable, of every contract, agreement, or arrangement between 123 Investments and its Subsidiaries and any predecessor and any person who was at the time of such contract, agreement, or arrangement an officer, director, or person owning of record, or known by any 123 Investments Shareholders to own beneficially, five percent (5%) or more of the issued and outstanding securities of 123 Investments and which is to be performed in whole or in part after the date hereof or which was entered into not more than three (3) years prior to the date hereof. Except as disclosed in the 123 Investments Schedules or otherwise disclosed herein, no officer, director, or five percent (5%) shareholder of 123 Investments has, or has had since formation, any known interest, direct or indirect, in any transaction with 123 Investments or its Subsidiaries which was material to the business of 123 Investments and any of its Subsidiaries. There are no commitments by 123 Investments or any of its Subsidiaries, whether written or oral, to lend any funds, or to borrow any money from, or enter into any other transaction with, any such affiliated person.
1.15. The 123 Investments Schedules. 123 Investments has delivered to the Company the following schedules, if such schedules are applicable to the business of 123 Investments and each of its Subsidiaries, which are collectively referred to, together with the various schedules described in this ARTICLE I, as the “123 Investments Schedules” and which consist of separate schedules dated as of the date of execution of this Agreement, all certified by the principal executive officer of 123 Investments as complete, true, and correct as of the date of this Agreement in all material respects:
1.15.1 a schedule containing complete and correct copies of the Governing Documents of 123 Investments and each of its Subsidiaries in effect as of the date of this Agreement;
1.15.2 a schedule containing any resolutions of the Directors and shareholders of 123 Investments and each of its Subsidiaries since formation;
1.15.3 a schedule containing minutes of meetings of the Directors and shareholders of 123 Investments and each of its Subsidiaries since formation;
1.15.4 a schedule containing a list indicating the name and address of each shareholder of 123 Investments and each of its Subsidiaries together with the number of securities owned by him, her or it;
1.15.5 a schedule listing any and all federal, provincial, state and local Tax identification numbers of 123 Investments and each of its Subsidiaries and containing complete and correct copies of all federal, provincial, state and local Tax returns filed by 123 Investments and each of its Subsidiaries;
1.15.6 a schedule setting forth any other information, together with any required copies of documents, required to be disclosed by 123 Investments. Any fact known to be, or to the best Knowledge of the 123 Investments Shareholders or after reasonable investigation, reasonably believed to be, contrary to any of the representations, covenants, and warranties made in ARTICLE I are required to be disclosed in the 123 Investments Schedules pursuant to this Section 1.15; and
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1.15.7 a schedule of any and all limitations or qualifications or exceptions to the representations, covenants and warranties of 123 Investments and 123 Investments Shareholders contained in ARTICLE I of this Agreement, if any.
123 Investments shall cause the 123 Investments Schedules and the instruments and data delivered to the Company hereunder to be promptly updated after the date hereof up to and including the Closing Date.
1.16. Valid Obligation. This Agreement and all agreements and other documents executed by 123 Investments and the 123 Investments Shareholders in connection herewith constitute the valid and binding obligation of 123 Investments and the 123 Investments Shareholders, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought.
1.17. Acquisition of the Company Securities. The 123 Investments Shareholders are acquiring the Company Securities for their own account without the participation of any other person and with the intent of holding the Company Securities for investment and without the intent of participating, directly or indirectly, in a distribution of the Company Securities, or any portion thereof, and not with a view to, or for resale in connection with, any distribution of the Company Securities, or any portion thereof. The 123 Investments Shareholders have read, understand and consulted with his, her or its legal counsel regarding the limitations and requirements of Section 5 of the Securities Act. The 123 Investments Shareholders will offer, sell, pledge, convey or otherwise transfer the Company Securities, or any portion thereof, only if: (i) pursuant to an effective registration statement under the Securities Act and any and all applicable state securities or Blue Sky laws or in a transaction which is otherwise in compliance with the Securities Act and such laws; or (ii) pursuant to a valid exemption from registration.
1.18. Exemption from Registration. The Exchange and the transactions contemplated thereby, meet an exemption from registration pursuant to Section 4(a)(2) of the Securities Act, Rule 506(b) of Regulation D promulgated under the Securities Act and/or Regulation S of the Securities Act.
1.19. Representations, Acknowledgments and Warranties of the 123 Investments Shareholders. Each of the 123 Investments Shareholders (each a “Share Recipient”), represents, acknowledges and warrants the following to the Company, and agree that such representations, acknowledgments and warranties shall be automatically reconfirmed on the Closing Date:
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1.19.1 The Share Recipient is the sole record and beneficial owner of the 123 Investments Stock owned by such Share Recipient as set forth on Schedule 1.2.1 (defined herein as the “Share Recipient Shares”) and has good and marketable title to all of the Share Recipient Shares, free and clear of any, claims, charges, options, rights of tenants or other Liens. The Share Recipient has sole managerial and dispositive authority with respect to the Share Recipient Shares and has not granted any person a proxy or option to buy the Share Recipient Shares that has not expired or been validly withdrawn. The sale and delivery of the Share Recipient Shares to the Company pursuant to this Agreement will vest in the Company the legal and valid title to the Share Recipient Shares acquired by the Company hereunder, free and clear of all security interests, adverse claims or other Liens of any character whatsoever.
1.19.2 The Share Recipient recognizes that the Company Securities have not been registered under the Securities Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Company Securities is registered under the Securities Act or unless an exemption from registration is available. The Share Recipient may not sell the Company Securities without registering them under the Securities Act and any applicable state securities laws unless exemptions from such registration requirements are available with respect to any such sale;
1.19.3 The Share Recipient is acquiring the Company Securities for its own account for long-term investment and not with a view toward resale, fractionalization or division, or distribution thereof, and it does not presently have any reason to anticipate any change in its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require the sale or distribution of the Company Securities. No one other than the Share Recipient will have any beneficial interest in said securities. The Share Recipient agrees to set forth the terms of its ownership, record address and tax id number if applicable on the Form of Stock Registration Form, attached hereto as Exhibit A;
1.19.4 The Share Recipient acknowledges that he, she or it:
(i) is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended and has completed and delivered concurrently with its execution hereof, a copy of the certification attached hereto as Exhibit B, and
(ii) is aware of, has received and had an opportunity to review (A) the (i) Company’s Annual Report on Form 10-K for the year ended December 31, 2024; and (ii) the Company’s Quarterly Reports on Form 10-Q and current reports on Form 8-K (which filings can be accessed by going to https://www.sec.gov/edgar/search/, typing “GlobalTech Corp” in the “Search by keyword, ticker, company name, CIK number or individual ’ s name” field, and clicking the “Search” button), from January 1, 2024, to the date of such Share Recipient’s entry into this Agreement, in each case (i) through (ii), including the audited and unaudited financial statements, description of business, risk factors, results of operations, certain transactions and related business disclosures described therein (collectively the “Disclosure Documents”) and an independent investigation made by it of the Company; (B) has, prior to the date of this Agreement, been given an opportunity to review material contracts and documents of the Company and has had an opportunity to ask questions of and receive answers from the Company’s officers and Directors and has no pending questions as of the date of this Agreement; and (C) is not relying on any oral representation of the Company or any other person, nor any written representation or assurance from the Company in connection with each Share Recipient’s acceptance of the Company Securities and investment decision in connection therewith. The Share Recipient acknowledges that due to its receipt of and review of the information described above, it has received similar information as would be included in a Registration Statement filed under the Securities Act;
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1.19.5 The Share Recipient has such knowledge and experience in financial and business matters such that the Share Recipient is capable of evaluating the merits and risks of an investment in the Company Securities and of making an informed investment decision, and does not require a representative in evaluating the merits and risks of an investment in the Company Securities;
1.19.6 The Share Recipient has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting on behalf of the Company, concerning the terms and conditions of the Exchange and the Company, and all such questions have been answered to the full satisfaction of the Share Recipient;
1.19.7 The Share Recipient recognizes that an investment in the Company is a speculative venture and that the total amount of consideration tendered in connection with the Exchange Offer is placed at the risk of the business and may be completely lost. The ownership of the Company Securities as an investment involves special risks. The Share Recipient has had a reasonable opportunity to ask questions of and receive answers regarding the Company and to request additional relevant information from a person or persons acting on behalf of the Company regarding such information; and has no pending questions as of the date of this Agreement;
1.19.8 The Share Recipient realizes that the Company Securities cannot readily be sold as they will be restricted securities and therefore the Company Securities must not be accepted in the Exchange Offer unless such Share Recipient has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and such Share Recipient can provide for current needs and possible personal contingencies;
1.19.9 The Share Recipient confirms and represents that it is able (i) to bear the economic risk of its investment, (ii) to hold the Company Securities for an indefinite period of time, and (iii) to afford a complete loss of its investment. The Share Recipient also represents that it has (i) adequate means of providing for its current needs and possible personal contingencies, and (ii) has no need for liquidity in this particular investment;
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1.19.10 All information which the Share Recipient has provided to the Company concerning such Share Recipient’s financial position and knowledge of financial and business matters is correct and complete as of the date hereof, and if there should be any material change in such information prior to the Closing Date, the Share Recipient will immediately provide the Company with such information;
1.19.11 The Share Recipient has carefully considered and has, to the extent he believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in the Company Securities for his particular tax and financial situation and his advisers, if such advisors were deemed necessary, have determined that the Company Securities are a suitable investment for him, her, or it;
1.19.12 The Share Recipient has not become aware of and has not been offered the Company Securities by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to the Share Recipient’s Knowledge, those individuals who have attended have been invited by any such or similar means of general solicitation or advertising;
1.19.13 The Share Recipient confirms and acknowledges that the Company is under no obligation to register or seek an exemption under any federal and/or state securities acts for any sale or transfer of the Company Securities by the Share Recipients and the Share Recipient is solely responsible for determining the status, in his hands, of the Company Securities acquired in connection herewith and the availability, if required, of exemptions from registration for purposes of sale or transfer of the Company Securities; and
1.19.14 The Share Recipient confirms and acknowledges that no federal or state agency has made any finding or determination as to the fairness of the Company Securities for investment or any recommendation or endorsement of the Company Securities. The Company Securities have not been registered under the Securities Act or the securities laws of any State and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and such state laws; and
1.19.15 The Share Recipient has reviewed each of the exhibits hereto, including, but not limited to the Certificate of Designations and understands all such exhibits, agreements and terms.
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1.20. Real Property. 123 Investments and each of its Subsidiaries (i) own the Owned Real Property and (ii) lease the Leased Real Property set forth on Schedule 1.20.
1.21. Advertising. 123 Investments and each of its Subsidiaries are in compliance in all material respects, and has been in compliance in all material respects since January 1, 2023, with all Laws applicable to the business of 123 Investments and its Subsidiaries with respect to the advertising, marketing and communication services (“Regulated Product Marketing Services”); and (i) neither 123 Investments nor any of its Subsidiaries has received or is subject to any administrative or regulatory action, or other similar written or other notice, complaint or inquiry made by any regulatory body or Governmental Body asserting that any element of products or services is not in compliance with any applicable Laws, and, to the Knowledge of each 123 Investments Shareholder and 123 Investments, no violation is threatened as such.
1.22. Intellectual Property.
1.22.1 123 Investments and each of its Subsidiaries owns all right, title and interest in the intellectual property assets set forth in Schedule 1.22.3, Schedule 1.22.4 and Schedule 1.22.7 and such ownership is free and clear of all Liens and Encumbrances, obligatory payments to others and the obligation to grant rights to others. Except as set forth on Schedule 1.22.1, 123 Investments and each of its Subsidiaries owns all right, title and interest in, or possesses adequate licenses or other valid rights to use (without the making of any payment to others or the obligation to grant rights to others in exchange), free and clear of all Liens and Encumbrances, all other Intellectual Property owned by 123 Investments and each of its Subsidiaries or used in connection with the operation of its/their business as currently conducted, including without limitation the intellectual property set forth on Schedule 1.22.3, Schedule 1.22.4 and Schedule 1.22.7. 123 Investments and each of its Subsidiaries has taken all necessary and desirable action to maintain each item of Intellectual Property that 123 Investments and each of its Subsidiaries owns or uses with respect to its business. All maintenance fees of patents set forth in Schedule 1.22.3 which become due (without the payment of a surcharge) prior to the Closing shall be paid by 123 Investments prior to the Closing.
1.22.2 Neither 123 Investments, nor any of its Subsidiaries has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property rights of any other Person, and none of the directors and officers (and employees with responsibility for Intellectual Property matters) of 123 Investments or any of its Subsidiaries have ever received any charge, complaint, claim, demand or notice from any Governmental Body or other Person alleging any such interference, infringement, misappropriation or conflict (including any claim that 123 Investments or any of its Subsidiaries, as the case may be, must license or refrain from using any Intellectual Property rights of any other Person). To 123 Investments’ Knowledge, no Person has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property rights of 123 Investments or any of its Subsidiaries.
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1.22.3 Schedule 1.22.3 identifies (i) each patent or patent registration which has been issued to 123 Investments and each of its Subsidiaries in the United Kingdom and all jurisdictions worldwide with respect to any item of Intellectual Property, and (ii) each patent application or application for patent registration which 123 Investments and its Subsidiaries has filed with respect to any item of Intellectual Property anywhere in the world (together with any exceptions). 123 Investments and each of its Subsidiaries has delivered to the Company correct and complete copies of all such patents, registrations and applications (as amended to date) and has made available to the Company correct and complete copies of all other written documentation evidencing prosecution (if applicable) of each such item of Intellectual Property (the “Patents”). Prior to Closing, 123 Investments and each of its Subsidiaries shall deliver to designated counsel of the Company all files in the possession of 123 Investments and each of its Subsidiaries and its attorneys relating to the prosecution and maintenance of assets set forth in Schedule 1.22.3 (the “Patent Documentation”).
1.22.4 Schedule 1.22.4 identifies each registered and unregistered trademark, including product names and domain names, used by 123 Investments and each of its Subsidiaries in connection with its business. 123 Investments and each of its Subsidiaries has delivered to the Company correct and complete copies of all written documentation evidencing ownership and use of each such product name and domain name as set forth on Schedule 1.22.4. 123 Investments and each of its Subsidiaries owns no trademark registrations or applications for registration in any jurisdiction and no such applications have been filed by 123 Investments or any of its Subsidiaries, any Affiliate or their predecessor-in-interest.
1.22.5 123 Investments and each of its Subsidiaries owns no copyright registrations or applications in any jurisdiction and no such applications have been filed by 123 Investments or any of its Subsidiaries, any Affiliate thereof, or their predecessor-in-interest.
1.22.6 Neither 123 Investments nor any of its Subsidiaries nor any Affiliate thereof nor their predecessor-in-interest is a party to any license, agreement or other permission which 123 Investments or any of its Subsidiaries has granted to any other Person with respect to any item of Intellectual Property in the United Kingdom and any jurisdictions worldwide and that no such licenses, agreements or other permissions exist.
1.22.7 Schedule 1.22.7 identifies trade secrets and confidential business information of 123 Investments or any of its Subsidiaries.
1.22.8 With respect to each item of Intellectual Property required to be identified on Schedule 1.22.3, Schedule 1.22.4 and Schedule 1.22.7:
(i) except as set forth on Schedule 1.22.1, 123 Investments and each of its Subsidiaries owns all right, title and interest in and to such item, free and clear of any Liens and Encumbrances;
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(ii) except as set forth in Schedule 1.22.1, 123 Investments and each of its Subsidiaries is unaware of any transfers of ownership or title of Intellectual Property;
(iii) such item is not subject to any outstanding injunction, judgment, order, decree, ruling or charge;
(iv) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or, to 123 Investments’ or any 123 Investments Shareholder’s Knowledge, threatened which challenges the legality, validity, enforceability, use or ownership of such item;
(v) no prior art or activity is known by 123 Investments which would affect the validity or enforceability of the claimed subject matter set forth in Schedule 1.22.3, or the validity or enforceability of the trademarks set forth in Schedule 1.22.4;
(vi) neither 123 Investments nor any of its Subsidiaries has agreed to indemnify any Person for or against any interference, infringement, misappropriation or other conflict with respect to such item;
(vii) all licenses, agreements and other permissions pertaining to such item and all other rights to which 123 Investments or any of its Subsidiaries is entitled with respect thereto are in compliance in all respects with all applicable Laws in all jurisdictions worldwide, including those pertaining to remittance of foreign exchange and Taxes; and
(viii) neither 123 Investments nor any of its Subsidiaries has made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of, or granted any Lien on such item; nor has 123 Investments or any of its Subsidiaries granted any release, covenant not to sue or other non-assertion assurance to any Person with respect to such item which could reasonably be expected to have an adverse effect on the aggregate value of the Intellectual Property.
1.22.9 123 Investments represents that neither it, nor any of its Subsidiaries, use any computer software or Intellectual Property owned by any Person other than 123 Investments or such Subsidiary pursuant to any license, sublicense, agreement or permission and that no such licenses, sublicenses, agreements or permissions exist.
1.22.10 To 123 Investments’ Knowledge, the continued operation of its and each of its Subsidiaries’ business as currently conducted does not and will not interfere with, infringe upon, misappropriate or otherwise come into conflict with, any Intellectual Property rights of any Person.
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1.22.11 123 Investments has no Knowledge of any new products, inventions, procedures, or methods of manufacturing or processing that any competitors or other Persons have developed which reasonably could be expected to supersede or make obsolete any product or process of 123 Investments or any of its Subsidiaries.
1.22.12 It is agreed that all software and related Intellectual Property of software owned by 123 Investments, including MIP Retail enterprise resource planning (ERP) software system and Buyers App (the “123 Software”), shall be transferred into a new company wholly-owned by Stephen Buck (“SAB SPV”) which shall retain all rights to the Intellectual Property related to the 123 Software as it has been developed until now. Subsequently, SAB SPV shall share the structural plans of the 123 Software with a separate company to be named Thrivo AI or any other name the Parties agree (“Thrivo AI”), co-owned by Stephen Buck and the Company with Stephen Buck retaining 49% of the shares in Thrivo AI, under a separate agreement to be negotiated between the Parties, and such sharing of the structural plans is a required term and condition of this Agreement. Thrivo AI, shall develop new software based on the structural plans of 123 Software and the Intellectual Property of this new software shall belong to Thrivo AI. Nothing in this agreement shall affect SAB SPV’s ownership of the intellectual property of 123 Software.
1.23. Compliance With Laws; Permits and Rule 506 Confirmations.
1.23.1 Neither 123 Investments nor any of its Subsidiaries is in violation of any laws, governmental orders, rules or regulations, whether federal, state or local Laws, to which it or any of its assets or properties are subject, except as could reasonably be expected not to have a Material Adverse Effect. Except as set forth in Schedule 1.23.1, neither 123 Investments nor any of its Subsidiaries has received notice of any violation of any Law, or any potential liability under any Law, relating to the operation of 123 Investments or any of its Subsidiaries or their business or operations, and 123 Investments is not aware of any such violation or potential liability, except as could reasonably be expected not to have a Material Adverse Effect.
1.23.2 Schedule 1.23.2 sets forth a list of each government or regulatory license, authorization, permit, franchise, consent and approval (the “Permits”) issued and held by or on behalf of 123 Investments and its Subsidiaries or, required to be so issued and held in connection with their business or operations as currently conducted by 123 Investments and each of its Subsidiaries. Except as disclosed in Schedule 1.23.2, 123 Investments and each of its Subsidiaries is the authorized legal holder of the Permits, and each Permit is valid and in full force and effect. Neither 123 Investments nor any of its Subsidiaries is in default under, and no condition exists that with notice or lapse of time or both could constitute a default or could give rise to a right of termination, cancellation or acceleration under, any Permit held by 123 Investments or any of its Subsidiaries, except as could reasonably be expected not to have a Material Adverse Effect.
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1.23.3 No officer, director or greater than 20% shareholder of 123 Investments is considered a ‘bad actor’ under, or subject to disqualification under, Rule 506(d) of the Securities Act or has been subject to any event which would require disclosure by 123 Investments under Rule 506(e) of the Securities Act in any offering under Regulation D.
1.24. Environmental Matters.
1.24.1 The operations of 123 Investments and each of its Subsidiaries is currently and have been in compliance in all respects with all applicable Environmental Laws and all licenses and permits issued pursuant to Environmental Laws or otherwise (“Environmental Permits”), except as could reasonably be expected not to have a Material Adverse Effect;
1.24.2 123 Investments has no Knowledge of any required Environmental Permits required under all applicable Environmental Laws necessary to operate 123 Investments and each of its Subsidiaries;
1.24.3 123 Investments and its Subsidiaries are not the subject of any outstanding written order or contract with any Governmental Body or other Person respecting any Environmental Laws or any Release or threatened Release of a hazardous material. “Release” means any actual or threatened release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, migration or leaching into the indoor or outdoor environment, or into or out of any property;
1.24.4 123 Investments and its Subsidiaries have not received any written communication alleging either that it may be in violation of any Environmental Law or Environmental Permit or that it may have any liability under any Environmental Law;
1.24.5 123 Investments and its Subsidiaries have not incurred, assumed or undertaken any contingent liability in connection with any Release of any hazardous materials into the indoor or outdoor environment (whether on-site or off-site) and there are no facts, circumstances or conditions relating to, arising out of or attributable to it that could give rise to material liability under Environmental Laws;
1.24.6 To the Knowledge of 123 Investments and the 123 Investments Shareholders, there is not located at any of the properties of 123 Investments and its Subsidiaries any (i) underground storage tanks, (ii) asbestos or asbestos-containing material, (iii) equipment containing polychlorinated biphenyls, (iv) lead-based paint, or (v) mold;
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1.24.7 No underground storage tanks and no amount of any substance that has been designated by any Governmental Body or by applicable federal, state or local legal requirement to be radioactive, toxic, hazardous or otherwise a danger to health or the environment, including PCBs, asbestos, petroleum, urea-formaldehyde and all substances listed as hazardous substances pursuant to applicable Law (a “Hazardous Material”), but excluding office and janitorial supplies, are present, as a result of the deliberate actions of 123 Investments or any of its Subsidiaries, or, to the 123 Investments Shareholders Knowledge, as a result of any actions of any third party or otherwise, in, on or under any property, including the land and the improvements, ground water and surface water thereof, that 123 Investments or any of its Subsidiaries has at any time owned, operated, occupied or leased; and
1.24.8 123 Investments and its Subsidiaries have not transported, stored, used, manufactured, disposed of, released or exposed its employees or others to Hazardous Materials in violation of any legal requirement in effect on or before the date hereof, nor has 123 Investments or any of its Subsidiaries disposed of, transported, sold, or manufactured any product containing a Hazardous Material (collectively, “Hazardous Material Activities”) in violation of any legal requirement promulgated by any Governmental Body in effect prior to or as of the date hereof to prohibit, regulate or control Hazardous Materials or any Hazardous Material Activity.
1.25. Compliance with Specific Laws.
Without limiting any of the representations of 123 Investments or any 123 Investments Shareholder under Section 1.23, 123 Investments and each 123 Investments Shareholder represents and warrants that:
(i) Compliance with Anti-Money Laundering Laws. The operations of 123 Investments and each of its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and all other applicable U.K. anti-money laundering laws and regulations, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving 123 Investments and any of its Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the Knowledge of 123 Investments or the 123 Investments Shareholders, threatened. 123 Investments has established and maintains procedures and controls that are reasonably designed to ensure that 123 Investments and each of its Subsidiaries is in compliance in all material respects with any applicable FCPA (as defined below), Anti-Money Laundering Laws or OFAC (defined below) Laws.
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(ii) No Conflicts with Sanctions Laws. Neither 123 Investments nor any of its Subsidiaries, nor to 123 Investments’ or each 123 Investments Shareholder’s Knowledge any director, officer, employee, agent, Affiliate of the 123 Investments or any of its Subsidiaries or other person acting on behalf of 123 Investments or any of its Subsidiaries or their Affiliates is, or is directly or indirectly owned or controlled by, a Person that is currently subject to any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Departments of State or Commerce and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or any other relevant sanctions authority (collectively, “Sanctions”), nor is 123 Investments or its Subsidiaries located, organized or resident in a country or territory that is the subject or target of a comprehensive embargo or Sanctions prohibiting trade with the country or territory, including, without limitation, Cuba, Iran, North Korea, Russia, Sudan and Syria (each, a “Sanctioned Country”); no action of 123 Investments or any of its Subsidiaries or any of the 123 Investments Shareholders in connection with (i) the execution, delivery and performance of this Agreement, or (ii) any other transaction contemplated hereby or the fulfillment of the terms hereof or thereof, will result in the proceeds of the transactions contemplated hereby being used, or loaned, contributed or otherwise made available, directly or indirectly, to any subsidiary, joint venture partner or other person or entity, for the purpose of (i) unlawfully funding or facilitating any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) unlawfully funding or facilitating any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, 123 Investments and its Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.
(iii) Anti-Bribery. Neither 123 Investments nor any of its Subsidiaries nor any of the 123 Investments Shareholders or their Affiliates, nor to the Knowledge of 123 Investments or any 123 Investments Shareholder any director, officer, agent, employee or other person associated with or acting on behalf of 123 Investments or any of its Subsidiaries or any Affiliates thereof, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or agent of a private entity with which 123 Investments or its Subsidiaries do or seek to do business (a “Private Sector Counterparty”) or to foreign or domestic political parties or campaigns from corporate funds, (iii) violated or is in violation of any provision of any applicable Laws implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010, or any other similar law of any other jurisdiction in which 123 Investments and any of its Subsidiaries operates its businesses, including, in each case, the rules and regulations thereunder, (iv) taken, is currently taking or will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence official action, to improperly obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any bribe, rebate, payoff, influence payment, unlawful kickback or other unlawful payment. 123 Investments or any of its Subsidiaries has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve compliance with the laws referred to in (iii) above and with this representation and warranty; and none of the 123 Investments or any of its Subsidiaries nor any of their Affiliates will directly or indirectly use the proceeds from the Exchange or lend, contribute or otherwise make available such proceeds to any Affiliate, joint venture partner or other Person for the purpose of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above.
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1.26. Insider Trading. The 123 Investments Shareholders certify and confirm that they have not personally, nor through any third parties, purchased, nor caused to be purchased in the public marketplace any publicly-traded shares of the Company. The 123 Investments Shareholders further certify and confirm that they have not communicated the nature of the transactions contemplated herein, are not aware of any disclosure of non-public information regarding the Company or the transactions contemplated herein, and are not a party to any insider trading in the Company’s securities. The 123 Investments Shareholders further certify and confirm that they have not “tipped” any related parties nor third parties regarding the transactions contemplated herein, and/or advised any parties to purchase, sell or otherwise trade shares of the Company’s securities in the marketplace.
1.27. Insurance Coverage. Schedule 1.27 contains a list of all of the insurance policies and fidelity bonds covering the assets, businesses, operations, employees, officers and agents of 123 Investments and its Subsidiaries. There is no material claim by 123 Investments or its Subsidiaries pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds. All premiums due and payable under all of such policies and bonds have been paid, and 123 Investments and each of its Subsidiaries has complied in all material respects with the terms and conditions of all of such policies and bonds. Such policies of insurance and bonds are in full force and effect. Neither 123 Investments nor any of the 123 Investments Shareholders have Knowledge of any threatened termination of, or premium increase with respect to, any of such policies or bonds.
1.28. Customer, Supplier and Employee Relations. Schedule 1.28 includes a complete and correct list of (a) all customers of 123 Investments and its Subsidiaries who have made aggregate purchases in excess of 5% of the total revenues of 123 Investments in calendar year 2023 or 2024, and (b) all suppliers from whom 123 Investments and each of its Subsidiaries have purchased in excess of US$25,000 in equipment or supplies in calendar year 2023 or 2024. The relationships of 123 Investments and each of its Subsidiaries with such customers and suppliers and the employees of 123 Investments and each of its Subsidiaries are good commercial working relationships and, except as disclosed in Schedule 1.28, none of such customers, suppliers or employees has canceled, terminated or otherwise materially altered or notified 123 Investments or any of its Subsidiaries of any intention to cancel, terminate or materially alter its relationship with 123 Investments and its Subsidiaries since December 31, 2023 and there will not be any such change as a result of the transactions contemplated by this Agreement.
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1.29. Product and Service Matters. Except as disclosed in Schedule 1.29, each product manufactured, sold, leased, delivered or installed or services performed by 123 Investments and each of its Subsidiaries prior to the Closing has, in all respects, complied with and conformed to all applicable federal, state, local or foreign laws and regulations, contractual commitments and all applicable warranties of 123 Investments and each of its Subsidiaries. Schedule 1.29 includes copies of the standard terms and conditions of sale, lease, delivery or installation for the products and services of 123 Investments and each of its Subsidiaries (containing applicable guaranty, warranty, and indemnity provisions). Except as disclosed in Schedule 1.29, none of such products or services is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease.
1.30. Closing Date Releases.
1.30.1 Effective on the Closing Date, each 123 Investments Shareholder for itself and its successors and assigns, hereby releases, acquits and forever discharges 123 Investments and each of its Subsidiaries and their respective Affiliates, officers, directors, employees and agents and its respective successors and assigns of and from any and all Claims, demands, liabilities, responsibilities, disputes, causes of action and obligations of every nature whatsoever, liquidated or unliquidated, known or unknown, matured or unmatured, fixed or contingent, that the 123 Investments Shareholder has, owns or holds as of the Closing Date, or has at any time previously had, owned or held against such parties, including, without limitation, all Liabilities created as a result of the, gross negligence and willful acts of 123 Investments or any of its Subsidiaries or the negligence of any of 123 Investments or any of its Subsidiaries or their employees and agents, or under a theory of strict liability, existing as of the Closing Date; provided*,* however, that such release shall not cover (a) any Claims against 123 Investments or its Subsidiaries or any of their Affiliates (other than 123 Investments and its Subsidiaries) unrelated in any way to 123 Investments or any of its Subsidiaries; (b) any Claims arising under any agreement between such 123 Investments Shareholder and 123 Investments or any of its Subsidiaries, previously disclosed to the Company, to be continued after the Closing Date; or (c) any Claims arising under this Agreement. Notwithstanding the foregoing, the releases and other agreements set forth in this Section 1.30 shall not apply to or otherwise limit, restrict or affect the indemnification, exculpation and other obligations set forth in ARTICLE VII or in any other document or agreement.
1.30.2 As of the date of this Agreement, each 123 Investments Shareholder hereby represents and warrants that such 123 Investments Shareholder has not previously assigned or transferred, or purported to assign or transfer, to any Person or entity whatsoever all or any part of the Claims, demands, liabilities, responsibilities, disputes, causes of action or obligations released in Section 1.30.1. Each 123 Investments Shareholder represents and warrants that the 123 Investments Shareholder has read and understands all of the provisions of this Section 1.30.1 and that the 123 Investments Shareholder has been represented by legal counsel of the 123 Investments Shareholder’s own choosing in connection with the negotiation, execution and delivery of this Agreement.
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1.30.3 The release provided by the 123 Investments Shareholders pursuant to Section 1.30.1 shall apply notwithstanding that the matter for which release is provided may relate to the ordinary, sole or contributory negligence, gross negligence, willful misconduct or violation of Law by a released party, including 123 Investments and its Affiliates, officers, directors, employees and agents, and for liabilities based on theories of strict liability, and shall be applicable whether or not negligence of the released party is alleged or proven, it being the intention of the Parties to release the released party from and against its ordinary, sole and contributory negligence and gross negligence as well as liabilities based on the willful actions or omissions of the released party and Liabilities based on theories of strict liability.
1.31. Solvency. Based on the financial condition of 123 Investments as of the date of this Agreement, (i) the fair saleable value of 123 Investments and its Subsidiaries’ assets exceeds the amount that will be required to be paid on or in respect of 123 Investments and its Subsidiaries’ existing debts and other liabilities (including known contingent liabilities) as they mature, and (ii) 123 Investments and its Subsidiaries’ assets do not constitute unreasonably small capital to carry on each of their business as now conducted. As of the date hereof, 123 Investments and its Subsidiaries do not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).
1.32. Financial Statements. 123 Investments’ audited financial statements prepared in accordance with generally accepted accounting principles and audited by a public company accounting oversight board auditing firm as of January 28, 2025 and 2024, as well as unaudited financial statements as of July 31, 2025, together with the notes thereto, and the auditor’s report thereon which are being delivered to the Company (the “123 Investments Financial Statements”), accurately list and fairly present, in all material respects, 123 Investments’ financial condition, operating results and the state of the Assets and the Business, as of the dates thereof, and for the periods indicated therein.
1.33. No Undisclosed Related Party Liabilities. Except as disclosed in the 123 Investments Financial Statements, there are no amounts owed by 123 Investments to the 123 Investments Shareholders (including any person owned or controlled by the 123 Investments Shareholders or in which the 123 Investments Shareholders have an interest), its current or former shareholders, directors, officers, employees, agents or representatives, including any amount alleged owed or due.
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1.34. Acknowledgments. By entering into this Agreement, the 123 Investments Shareholders agree that the Holdback Forfeiture set forth in Section 3.3 hereof is fair and reasonable, and is an integral part of this Agreement and that the Company would have not entered into this Agreement if the 123 Investments Shareholders did not agree to the Holdback Forfeiture.
1.35. Data Room; Information Supplied. All copies of and originals of all information, documents, financial statements, agreements and materials provided by the 123 Investments Shareholders (including their Representatives) to the Company (the “Provided Materials”), or their Affiliates or Representatives as part of the due diligence process leading up to the Parties entry into this Agreement were and remain accurate and complete in all material respects when provided and as of the Closing Date.
1.36. No Other Representations or Warranties. Except for the representations and warranties contained in this ARTICLE I or in any 123 Investments Schedule, neither 123 Investments, the 123 Investments Shareholders nor any other Person makes any other express or implied representation or warranty on behalf of 123 Investments, the 123 Investments Shareholders, or any of their Affiliates or representatives to the Company.
1.37. No Untrue Representation or Warranty. No representation or warranty contained in this Agreement or any attachment, schedule, exhibit, certificate or instrument furnished to the Company by 123 Investments or the 123 Investments Shareholders pursuant hereto, or in connection with the transactions contemplated hereby, contains any untrue statement of a material fact, or omits to state any material fact necessary to make the statements contained herein or therein not misleading.
ARTICLE II.
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY
As an inducement to, and to obtain the reliance of the 123 Investments Shareholders, except as set forth in the schedules delivered by the Company in connection with its entry into this Agreement (the “Company Schedules”), the Company represents and warrants as follows (which shall be re-confirmed at Closing):
2.1. Organization. The Company is a corporation duly organized, validly existing, and in good standing under the laws of Nevada and has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets, to carry on its business in all material respects as it is now being conducted and as contemplated after the Exchange, and except where failure to be so qualified would not have a Material Adverse Effect on its business, there is no jurisdiction in which it is not qualified in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of the Company’s Governing Documents. The Company has taken all action required by law, its Governing Documents, or otherwise to authorize the execution and delivery of this Agreement, and the Company has full power, authority, and legal right and has taken all action required by Law, its Governing Documents or otherwise to consummate the transactions herein contemplated.
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2.1. Trading Status. The Company’s common stock is quoted on the OTC Pink Market under the symbol “GLTK”. The Company has no Knowledge of any notices of non-compliance with the OTC Pink Market’s continued quotation requirements, if any.
2.2. Capitalization. As of the date of this Agreement the authorized capital stock of the Company consists of 500,000,000 shares of common stock, US$0.0001 par value per share (the “Company Common Stock”), of which 149,933,391 shares are issued and outstanding, and 50,000,000 shares of preferred stock, US$0.0001 par value per share (such shares, collectively, “Preferred Stock”), of which no shares are issued and outstanding.
2.3. No Conflict or Violation; Default; Confirmations.
2.3.1 Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate, conflict with or result in a breach of or constitute a default under (a) or result in the termination or the acceleration of, or the creation in any Person of any right (whether or not with notice or lapse of time or both) to declare a default, accelerate, terminate, modify or cancel any indenture, contract, lease, sublease, license, mortgage, indenture, lease, loan agreement, note or other obligation or liability (each, a “Company Contract”) to which the Company is a party or by which it is bound, (b) any provision of the Governing Documents of the Company, (c) any judgment, order, decree, rule or regulation of any Governmental Body to which the Company or Company’s business is subject or (d) any applicable laws or regulations. There is no (with or without the lapse of time or the giving of notice or both) violation or default or, to the knowledge of the Company, threatened violation or default of or under any Company Contract, except as could reasonably be expected not to have a Material Adverse Effect.
2.3.2 To the Company’s Knowledge, it has complied with all applicable federal and state securities laws and regulations, including being current in all of its reporting obligations under federal securities laws and regulations, and all of the financial and other information contained in the Disclosure Documents is accurate and complete in all material respects.
2.3.3 No order suspending the effectiveness of any registration statement of the Company under the Securities Act or the Exchange Act has been issued by the SEC and, to the Company’s Knowledge, no proceedings for that purpose have been initiated or threatened by the SEC.
2.3.4 The Company is not the subject of, nor does any officer or director of the Company have any reason to believe that the Company or any of its officers, directors or Affiliates will be the subject of, any civil or criminal proceeding or investigation by any federal or state agency alleging a violation of securities laws.
2.3.5 No officer, director or greater than 20% shareholder of the Company is considered a ‘bad actor’ under, or subject to disqualification under, Rule 506(d) of the Securities Act or has been subject to any event which would require disclosure by the Company under Rule 506(e) of the Securities Act in any offering under Regulation D.
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2.4. Litigation and Proceedings. There are no actions, suits, proceedings or investigations pending or, to the Knowledge of the Company after reasonable investigation, threatened by or against the Company or affecting the Company or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind, except as set forth in the Disclosure Documents. The Company has no Knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality, or any circumstance which after reasonable investigation would result in the discovery of such default.
2.5. Approval of Agreement. The Directors of the Company have authorized the execution and delivery of this Agreement by the Company and approved this Agreement and the transactions contemplated hereby.
2.6. Valid Obligation. This Agreement and all agreements and other documents executed by the Company in connection herewith constitute the valid and binding obligation of the Company, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought.
2.7. No Other Representations or Warranties. Except for the representations and warranties contained in this ARTICLE II or in any Company Schedule, neither the Company, nor any other Person, makes any other express or implied representation or warranty on behalf of the Company nor any of their Affiliates or representatives to 123 Investments or the 123 Investments Shareholders.
2.8 No Untrue Representation or Warranty. No representation or warranty contained in this Agreement or any attachment, schedule, exhibit, certificate or instrument furnished to 123 Investments or the 123 Investments Shareholders pursuant hereto, or in connection with the transactions contemplated hereby, contains any untrue statement of a material fact, or omits to state any material fact necessary to make the statements contained herein or therein not misleading.
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ARTICLE III.
PLAN OF EXCHANGE
3.1. The Exchange.
3.1.1 On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined below) and effective for all purposes as of the Effective Date, the 123 Investments Shareholders shall accept the Exchange Offer described herein and shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, the 123 Investments Stock, in the aggregate constituting no less than Fifty-One Percent (51%) of the issued and outstanding securities of 123 Investments to the Company at the Closing. The Exchange shall be effective for all purposes as of the Effective Date.
3.1.2 The Company shall accept the Exchange Offer, and shall, on the terms and conditions set forth in this Agreement, which shall be in consideration for Fifty-One Percent (51%) of the ownership interests of 123 Investments:
(i) issue the 123 Investments Shareholders, pro rata with their ownership of 123 Investments, on the Closing Date 82,800 shares of Series A Convertible Preferred Stock of the Company (the “Closing Series A Company Securities”);
(ii) issue the 123 Investments Shareholders, pro rata with their ownership of 123 Investments, on the Closing Date 750,000 shares of Company Common Stock (the “Closing Company Common Stock” adjusted for any customary stock splits and recapitalizations, and together with the Closing Series A Company Securities, the “Closing Company Securities”); and
(iii) issue the 123 Investments Shareholders, pro rata with their ownership of 123 Investments, no later than seven days after the One Year Anniversary, to the extent that the Holdback Forfeiture has not occurred, the Post-Closing Company Securities; and
(iv) pay the 123 Investment Shareholders, to the extent earned, the Earnout Consideration by the date set forth in Section 3.4 hereof by way of Earnout Cash or Earnout Shares (the Earnout Shares, together with the Post-Closing Company Securities and the Closing Company Securities, the “Company Securities”);
The Parties agree that the Closing Series A Company Securities shall each be deemed to have a value of US$100 per share (the “Agreed Value”).
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3.2. Closing. The closing (“Closing”) of the transaction contemplated by this Agreement shall occur automatically, and without any further required action from any Party, upon the satisfaction of the Closing Conditions (described below) (the “Closing Date”) which date shall in no event be later than 40 days from the date of execution of this Agreement (the “Required Closing Date”), unless such date is extended in writing by the mutual consent of all Parties.
3.2.1 The following “Closing Conditions” shall have occurred, or have been waived by 123 Investments and the Company in writing, prior to the Closing Date:
(i) The Directors of the Company shall have approved the transactions contemplated by this Agreement and the issuance of the Company Securities;
(ii) 123 Investments Shareholders shall surrender the certificates evidencing Fifty-One Percent (51%) of the securities of 123 Investments, duly endorsed with stock powers or notarized signatures of the holders thereof so as to make the Company the sole owner thereof;
(iii) The Company having issued to the 123 Investments Shareholders the Closing Company Securities;
(iv) 123 Investments shall supply the Company with Minutes of the Directors of 123 Investments approving and consenting to this Agreement and the transactions contemplated herein;
(v) 123 Investments (and its principals) shall have delivered documentation and agreements relating to and evidencing the assets of 123 Investments and the Intellectual Property, to the Company, in such form as reasonably requested by the Company, and all corporate records (including minutes) of 123 Investments and its subsidiaries, if any;
(vi) The Parties shall have delivered all officers certificates, Schedules, exhibits and other documentation and information required pursuant to the terms and conditions of this Agreement;
(vii) The 123 Investments Shareholders shall have delivered to the Company an executed copy of the Shareholders Agreement, Voting Agreement and Lock-Up Agreement, each executed by each 123 Investments Shareholder;
(viii) The 123 Investments Shareholders shall have taken steps so that the 123 Investments’ board of directors has five members at Closing. The 123 Investments Shareholders shall, in accordance with applicable law, see that three (3) vacancies are created in the 123 Investments’ board of directors, which shall comprise of five (5) members as at Closing, and that such vacancies are promptly filled by appointment of three (3) nominees of the Company, along with one of the Company’s nominees simultaneously being appointed as chairman of the 123 Investments’ board of directors, with nominees of the 123 Investments Shareholders continuing to occupy the remaining two (2) positions on such board of directors beyond Closing;
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(ix) 123 Investments shall have provided the Company a copy of a good standing certificate dated within ten (10) days of the Closing Date; and
(x) The Company shall have complied with all of the requirements of ARTICLE VI, below and 123 Investments shall have complied with all of the requirements of ARTICLE V, below.
3.2.2 Promptly following Closing, the Company and the 123 Investments Shareholders shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered) any and all certificates, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the Parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby. At the Closing, the Company shall deliver book-entry statements reflecting the issuance of the Closing Company Securities to the 123 Investment Shareholders.
3.3. Holdback. The Holdback Shares shall be issued to the 123 Investments Shareholders, subject to the terms of this Section 3.3, as of the One Year Anniversary, that the 123 Investments Shareholders have not defaulted in, or breached, any of their obligations, covenants or representations hereunder and/or under the Shareholders Agreement (the “Holdback Requirement”). If the Company reasonably determines that the Holdback Requirement has been met, then the Company shall so notify the 123 Investments Shareholders in writing within ten (10) Business Days of the One Year Anniversary and shall, within ten (10) Business Days after notifying the 123 Investments Shareholders of such determination, issue the Holdback Shares, to the 123 Investments Shareholders in accordance with Section 3.1.2(iii). If the Company reasonably determines that the Holdback Requirement has not been met, then the Company shall notify the 123 Investments Shareholders of the specific breach or default and the remedy required. In the event such breach or default is capable of being cured, the 123 Investments Shareholders shall have a period of 30 days to remedy such breach or default. In case the 123 Investments Shareholders are unable to remedy the breach within the 30 days, the Company shall have a right to retain the number of Company shares equivalent to the value of the claim against the relevant breach (based on the Agreed Value) and such number of Holdback Shares shall be deemed forfeited and the Company shall be under no obligation to issue such number of Holdback Shares (a “Holdback Forfeiture”). The remaining Holdback Shares, if any, shall be issued to the 123 Investments Shareholders promptly thereafter.
3.4. Potential For Earnout Consideration.
3.4.1 The 123 Investments Shareholders shall earn the Earnout Consideration, in accordance with the terms of this Section 3.4, only in the event that both (a) total 2026 123 Investments EBITDA is equal to or greater than 2.5 million GBP; and (b) total 2026 123 Investments Net Profit is equal to or greater than 1.0 million GBP (collectively the “Earnout Requirement”).
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3.4.2 The determination of whether or not the Earnout Consideration is due pursuant to Section 3.4.1 above, shall be based solely on the financial statements of 123 Investments as prepared by 123 Investments and approved by the 123 Board and provided to the Company in good faith by February 28, 2027 (the “Earnout Determination Date”).
3.4.3 If due to any reason the Credit Facility as defined in Section 4.5.5, cannot be made available to 123 Investment Limited by the Credit Facility Deadline, the Company shall make available sufficient collateral / security required to raise USD 3.0 million for 123 Investments Limited. The Facility Date shall only occur once either the Credit Facility has been made available to 123 Investments Limited by GlobalTech or 123 Investments Limited has raised at least $3.0 million using the collateral / security provided by GlobalTech. In addition, in the event the Uplisting Date does not occur on or prior to the Required Uplisting Date, or the Facility Date does not occur on or prior to the Credit Facility Deadline, or as extended by the mutual consent of the Parties, then the Earnout Requirement will be deemed to have been met.
3.4.4 At the option of the Company, the Earnout Consideration may be paid in cash (as applicable, the “Earnout Cash”), or in shares of Company Common Stock, with the total number of shares of Company Common Stock issuable to the 123 Investments Shareholders equal to the total amount of Earnout Consideration divided by the Five Day 2026 Year End Closing Price, rounded up to the nearest whole share (such shares, if any, the “Earnout Shares”), issuable to the 123 Investments Shareholders, pro rata with their ownership of 123 Investments.
3.4.5 If the conditions set forth in Section 3.4.1 are met or deemed to have been met as per Section 3.4.3, and the Earnout Consideration is due under this Section 3.4, then the Company shall so notify the 123 Investments Shareholders in writing and shall at the sole discretion of the Company, either (a) wire the Earnout Cash in accordance with the wire instructions, provided by the 123 Investments Shareholders; or (b) issue the Earnout Shares to the 123 Investments Shareholders, within ten (10) Business Days after the Earnout Determination Date.
3.4.6 The 123 Investments Shareholders shall (and shall cause 123 Investments to) provide to the Company full access to 123 Investments’ books, financials, bank accounts and bank statements, and other sources of information necessary, to make a determination as to the 2026 123 Investments Net Profit and 2026 123 Investments EBITDA.
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3.4.7 During the Earnout Period, the Board of Directors of 123 Investments shall approve (i) a commercially reasonable operating budget for 123 Investments similar to the past practices of 123 Investments and to operate 123 Investments in a manner not intentionally designed to reduce the amount of 123 Investments Net Profit or 123 Investments EBITDA, but with due regard for practical business considerations, including with respect to profitability criteria, (ii) to provide products and services to customers and clients of 123 Investments on terms, provisions, pricing, timeliness and quality of service comparable to that provided to the applicable historical standards of 123 Investments generally, and (iii) to not divert sales generation efforts with clients and customers of 123 Investments away from 123 Investments and its sales channels with the sole intent of reducing 123 Investments Net Profit or 123 Investments EBITDA for the Earnout Period. Except for regular maintenance capital expenditures arising in the ordinary course of business or expenses already predetermined in the annual forecasts presented to the Company, nothing herein shall constitute an obligation on the part of the Company to acquire any additional equipment or make any capital expenditures during the Earnout Period exceeding an annual spend of US$300,000.
3.5. Tradability of Company Securities.
3.5.1 The Company Securities have not been registered under the Securities Act, nor registered under any state securities Law, and are “restricted securities” as that term is defined in Rule 144 under the Securities Act. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from registration under the Securities Act. The Company Securities will bear the following restrictive legend:
‘‘THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED WITHOUT EITHER: i) REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR ii) SUBMISSION TO THE CORPORATION OF AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION THAT SAID SHARES AND THE TRANSFER THEREOF ARE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.’’
3.5.2 To the extent that Rule 144 promulgated under the Securities Act is available to the 123 Investments Shareholders for the resale of the Company Securities, the Company shall use its commercially reasonable efforts to facilitate such resales, including complying with the current public information requirements thereunder, and instructing the Company’s transfer agent to facilitate such sales in accordance with such Rule 144 and the Transaction Documents.
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3.6. Termination.
3.6.1 The transactions contemplated hereby may be terminated or abandoned at any time prior to the Closing Date:
(i) by the mutual written consent of the Company and 123 Investments;
(ii) by either a Simple Majority of the 123 Investments Shareholders or the Company, if there has been a breach of any material representation, warranty, covenant, agreement, or undertaking made by the other Party in this Agreement, which breach, if curable, is not cured within thirty (30) calendar days after delivery by the non-breaching Party to the breaching Party of written notice, which shall specify the nature of such breach and the breaching Party’s intention to terminate this Agreement if such breach or failure is not cured (provided, however, that if the cure reasonably requires more than thirty (30) days to complete, then the breaching Party shall have an additional fifteen (15) days, provided it timely commences the cure and continues diligently prosecuting the cure to completion); provided further, however, that the non-breaching Party shall be obligated to elect to terminate within thirty (30) days of the end of the cure period (if applicable), or else it shall be required to close regardless of such breach;
(iii) by either the Company, or a Simple Majority of the 123 Investments Shareholders, on written notice to the other Party if the Closing shall not have occurred on or prior to the Required Closing Date; provided, however, that the right to terminate this Agreement under this Section 3.6.1(iii) shall not be available to any Party whose breach of any provision of this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Required Closing Date; provided, further, that notwithstanding the previous limitation, the Required Closing Date shall not be extended in perpetuity until such breach is cured, and the non-breaching Party shall be obligated to elect: (x) to close regardless of such breach following a reasonable period of time necessary to cure such breach, or (y) to terminate this Agreement on a date certain to not exceed 12 months from the date hereof, and upon any failure to make such election, this Agreement shall automatically terminate as of the date that is 12 months from the date hereof; or
(iv) by (1) 123 Investments or (2) a Simple Majority of the 123 Investments Shareholders, upon written notice to the Company if any of the conditions set forth in ARTICLE VI shall have become incapable of fulfillment and shall not have been waived by 123 Investments and where applicable, the 123 Investments Shareholders, or (2) by the Company on written notice to 123 Investments if any of the conditions set forth in ARTICLE V shall have become incapable of fulfillment and shall not have been waived by the Company; provided that the right to terminate this Agreement pursuant to this Section 3.6.1(iv) shall not be available if the failure of the Party so requesting termination to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of such condition to be satisfied on or prior to such date.
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3.6.2 This Agreement may be terminated by either the Directors of the Company, the majority of the Directors of 123 Investments or a Simple Majority of the 123 Investments Shareholders at any time prior to the Closing Date if:
(i) there shall be any actual or threatened action or proceeding before any court or any Governmental Body which shall seek to restrain, prohibit, or invalidate the transactions contemplated by this Agreement and which, in the judgment of such Directors or 123 Investments Shareholders (as applicable), made in good faith and based upon the advice of its legal counsel, makes it inadvisable to proceed with the Exchange; or
(ii) any of the transactions contemplated hereby are disapproved by any regulatory authority whose approval is required to consummate such transactions (which does not include the SEC) or in the judgment of such Directors or 123 Investments Shareholders (as applicable), made in good faith and based on the advice of counsel, there is substantial likelihood that any such approval will not be obtained or will be obtained only on a condition or conditions which would be unduly burdensome, making it inadvisable to proceed with the Exchange.
In the event of termination pursuant to this paragraph, no obligation, right or liability shall arise hereunder, and each Party shall bear all of the expenses incurred by it in connection with the negotiation, drafting, and execution of this Agreement and the transactions herein contemplated.
3.7. Effect of Termination. In the event of the termination of this Agreement in accordance with Section 3.6, this Agreement shall become null and void and of no further force or effect except for ARTICLE VII and ARTICLE VIII which shall survive the termination of this Agreement for any reason. Termination of this Agreement shall not relieve a breaching Party from all breaches of this Agreement that occurred prior to such termination. In no event shall any Party be liable for punitive damages.
ARTICLE IV.
SPECIAL COVENANTS
4.1. Access to Properties and Records. The Company and 123 Investments will each afford to the officers and authorized representatives of the other Parties reasonable access to the properties, books and records of the Company or 123 Investments, as the case may be, in order that each may have a full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the other, and each will furnish the other with such additional financial and operating data and other information as to the business and properties of the Company or 123 Investments, as the case may be, as the other shall from time to time reasonably request. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and each Party hereto shall cooperate fully therein. No investigation by a Party hereto shall, however, diminish or waive in any way any of the representations, warranties, covenants or agreements of the other Party under this Agreement. In order that each Party may investigate as it may wish the business affairs of the other, each Party shall furnish the other during such period with all of such information and copies of such documents concerning the affairs of it as the other Party may reasonably request, and cause its officers, employees, consultants, agents, accountants, and attorneys to cooperate fully in connection with such review and examination, and to make full disclosure to the other Parties all material facts affecting its financial condition, business operations, and the conduct of operations.
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4.2. Delivery of Books and Records and Bank Accounts.
4.2.1 At the Closing, 123 Investments shall deliver to the Company copies of the corporate minute books, books of account, contracts, records, and all other books or documents including the bank accounts of 123 Investments now in the possession of 123 Investments or its representatives.
4.3. Third Party Consents and Certificates. The Company and 123 Investments agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.
4.4. Actions Prior to Closing.
4.4.1 From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or the 123 Investments Schedules, or as permitted or contemplated by this Agreement, the Company and 123 Investments, respectively (subject to Section 4.4.2 below), will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
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(v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities.
4.4.2 From and after the date of this Agreement until the Closing Date, 123 Investments will not, without the prior written consent of the Company, except as contemplated hereby:
(i) make any changes in its Governing Documents;
(ii) take any action described in Section 1.6 (all except as permitted therein or as disclosed in 123 Investments’ schedules);
(iii) enter into or amend any contract, agreement, or other instrument except in the ordinary course of business involving the sale of goods or services; and
(iv) sell any assets or discontinue any operations, sell or issue any shares evidencing capital stock(other than as contemplated in this Section 4.4), issue any convertible securities or conduct any similar transactions other than in the ordinary course of business.
4.5. Post-Closing Conditions; Requirements.
4.5.1 Subject to the terms of this Agreement as applicable, following the Closing, the Company shall promptly issue to the 123 Investments Shareholders, any outstanding Company Securities which become due hereunder not previously issued.
4.5.2 Following the Closing, the 123 Investments Shareholders shall assist the Company, at 123 Investments’ sole cost and expense, with the preparation of financial statements in accordance with US GAAP, pro forma financial information and such other interim financial information as required by Item 2.01 and/or Item 9.01 of Form 8-K and Regulation S-X of the Securities Act, in acceptable form to the Company, as applicable, to the extent deemed required by the Company and its advisors (the “Financial Statements”). In the event that the Financial Statements are not delivered to the Company by the sixty-five (65) days following the Closing, 123 Investments shall be liable to the Company for damages of US$10,000 per day to a maximum of US$200,000 until such Financial Statements, in form ready to be filed on EDGAR, are delivered (the “Penalty”). The 123 Investments Shareholders agree that the Penalty represents a reasonable estimate of the loss to be suffered by the Company in the event of such a delay, are not a penalty and represent damages which by their nature are difficult to calculate. The Penalty shall only be paid by the retention by the Company of Holdback Shares and/or cancellation of the obligation to issue such Holdback Shares, as a Holdback Forfeiture, and the 123 Investments Shareholders shall be under no obligation whatsoever to pay any such Penalty in cash or other consideration.
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4.5.3 For good and valuable consideration, including the Company Securities, which the 123 Investments Shareholders acknowledge the sufficiency of, the 123 Investments Shareholders each agree that for a period of three (3) years following the Closing (the “Non-Compete Period”), each 123 Investments Shareholder (whether by itself, through its Affiliates, employers or employees or agents or otherwise, and whether on its own behalf or on behalf of any other Person) shall not, directly or indirectly, either as an employee, employer, consultant, agent, investor, principal, partner, stockholder (except as the holder of less than 10% of the issued and outstanding stock of a publicly held corporation), own, manage, operate, control, be employed by, act as an officer, director, agent or consultant for, or be in any other way connected with or provide services or products to or for, any Person in the business of manufacturing, selling, creating, renting, marketing, producing, undertaking, developing, supplying, or otherwise dealing with or in Restricted Services or Restricted Products in the Restricted Area, except in each case through the Company, 123 Investments’ or their Subsidiaries (the “Non-Compete”). The 123 Investments Shareholders each agree that but for agreeing to the terms of this Non-Compete, the Company would not have agreed to make the terms of this Agreement or the Exchange. For purposes of this Section 4.5.3 and this Agreement in general, the following terms shall have the following meanings:
(i) “Applicable Date of Determination” means the date or dates within the Non-Compete Period that any 123 Investments Shareholder competes against, seeks to compete against, or is alleged to have competed against, the Companies, in violation of, or in compliance with, the terms of this Agreement.
(ii) “Restricted Area” means the United Kingdom and such countries of the Middle East as are members of the Gulf Cooperation Council, namely, Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, and the United Arab Emirates.
(iii) “Restricted Products” means any product or service, that the Company, 123 Investments or any of their respective Subsidiaries and/or any of their respective Affiliates or subsidiaries is researching, developing, manufacturing, distributing, selling and/or providing at any time during the three years prior to the Applicable Date of Determination in the software solutions industry.
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(iv) “Restricted Services” means the manufacture, sale, or distribution of the Restricted Products and/or any other services that the Company, 123 Investments or any of their respective Subsidiaries and/or any of their Affiliates is researching, developing, performing and/or providing at any time during the three years prior to the Applicable Date of Determination in the software solutions industry.
Every provision of this Section 4.5.3 is intended to be severable. If, in any jurisdiction, any term or provision of this Section 4.5.3 is determined to be invalid or unenforceable, (a) the remaining terms and provisions of this Section 4.5.3 shall be unimpaired, (b) any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such term or provision in any other jurisdiction, and (c) the invalid or unenforceable term or provision shall, for purposes of such jurisdiction, be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. If any court shall determine that any covenant or restriction, by the length of time or any other restriction, or portion thereof, set forth in this Section 4.5.3 is unreasonable or unenforceable, the Parties, cooperating in good faith, shall reduce or modify such covenants or restrictions to those which it deems reasonable and enforceable under the circumstances (and if despite such good faith efforts the Parties are unable to mutually agree upon reduced or modified covenants or restrictions, the applicable court having jurisdiction thereof shall prescribe appropriately limited or modified covenants or restricted) and, as so reduced or modified, the Parties hereto agree that such covenants and restrictions shall remain in full force and effect as so modified. If a court determines that any provision of this Section 4.5.3 is invalid or against public policy and cannot be so reduced or modified so as to be made enforceable, the remaining provisions of this Section 4.5.3 shall not be affected thereby, and shall remain in full force and effect.
The covenants and undertakings contained in this Section 4.5.3 relate to matters which are of a special, unique and extraordinary character, and a violation of any of the terms of this Section 4.5.3 will cause irreparable injury to the Company, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Accordingly, the remedy at law for any breach of this Section 4.5.3 will be inadequate. Therefore, the Company will be entitled to seek an injunction, restraining order or other equitable relief from any court of competent jurisdiction, in the event of any breach of this Section 4.5.3, without the necessity of proving actual damages, posting any bond or surety. The rights and remedies provided by this Section 4.5.3 are cumulative and in addition to any other rights and remedies which the Company may have hereunder or at law or in equity.
4.5.4 The 123 Investments Shareholders shall use their best efforts to procure that, between the date of signing of this Agreement and Closing, and for a period of one (1) year after Closing, none of the 123 Investments’ key employees, namely, Stephen Buck, Patrick Bywater, Anil Patel, Sarah Lambourne, Jason Holt, Chloe Sherwood and Lucas Rossington terminates his or her employment with 123 Investments.
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4.5.5 As soon as practically possible and in any case no later than fourteen (14) days after funds become available to the Company, the Company shall make available and provide to 123 Investments a loan by way of a revolving credit facility of US$3,000,000, (the “Credit Facility”) on purely commercial terms, arrived at on an arm’s length basis, for a period of three (3) years, to be drawn down by 123 Investments in full within the first eighteen (18) months constituting the first (1st) half of such period. If 123 Investments suffers a delay of more than fourteen (14) days after the Uplisting, in the availability and provision of such revolving credit facility, 123 Investments shall have the right to arrange a similar facility, with the Company undertaking to provide the requisite security interest and collateral for such facility, which may include the Company and its Subsidiaries becoming guarantors for such facility, the filing of UCC-1 financing statements, filings with the United States Copyright Office, the United States Patent and Trademark Office, and the records of any applicable county or jurisdiction where other assets or collateral may be located, perfecting a security interest in the assets of the Company and its Subsidiaries to secure such facility. If there is any delay in the availability of such facility after the Company has access to funds, thereby delaying the execution of the Business Plan (as defined in the Shareholders Agreement) post the Uplisting, then the Earnout Requirement as defined in Section 3.4.1 will be deemed to have been met and the Parties shall agree in good faith, in writing, of a corresponding downward adjustment in the performance targets set out in Part 1 of the Annex to the Shareholders Agreement.
4.5.6 The 123 Investments Shareholders shall be subject to the terms and conditions of the Shareholders Agreement, Voting Agreement and Lock-Up Agreement.
ARTICLE V.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY
The obligations of the Company under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions, to the extent not waived by the Company in writing:
5.1. Ownership of 123 Investments. Prior to the Closing Date, the 123 Investments Shareholders shall have demonstrated to the Company, with evidence reasonably satisfactory to the Company, that the 123 Investments Shareholders are the owners of One Hundred Percent (100%) of the outstanding securities of 123 Investments.
5.2. Accuracy of Representations and Performance of Covenants. The representations and warranties made by 123 Investments and the 123 Investments Shareholders in this Agreement were true at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date (except for changes therein permitted by this Agreement). 123 Investments and the 123 Investments Shareholders shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by 123 Investments or the 123 Investments Shareholders prior to or at the Closing. The Company shall be furnished with a certificate, signed by a duly authorized executive officer of 123 Investments and dated the Closing Date, to the foregoing effect.
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5.3. Officer’s Certificate. The Company shall have been furnished with a certificate dated the Closing Date and signed by a duly authorized officer of 123 Investments to the effect that no litigation, proceeding, investigation, or inquiry is pending, or to the best Knowledge of 123 Investments threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement, or, to the extent not disclosed in the 123 Investments Schedules, by or against 123 Investments, which might result in any material adverse change in any of the assets, properties, business, or operations of 123 Investments.
5.4. No Material Adverse Change. Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business, or operations of 123 Investments and its Subsidiaries, taken as a whole, nor shall any event have occurred which, with the lapse of time or the giving of notice, is determined to be unacceptable by the Company in its reasonable discretion.
5.5. Approval by 123 Investments. The Exchange shall have been approved, and securities delivered in accordance with Section 3.1, by 123 Investments and the 123 Investments Shareholders. The Directors of 123 Investments shall have approved the transactions contemplated by this Agreement.
5.6. No Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby.
5.7. Consents. All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of the Company and 123 Investments after the Closing Date on the basis as presently operated shall have been obtained.
5.8. Due Diligence. The Company shall have conducted due diligence on 123 Investments and verified among other things, the rights and liabilities associated with the assets and operations of 123 Investments (the “Due Diligence”), which Due Diligence shall be satisfactory to the Company in its sole and absolute discretion. In the event that the Due Diligence is unsatisfactory to the Company, the Company shall have the right to terminate this Agreement and the transactions contemplated hereby without any liability to the Company whatsoever up until the Closing Date. 123 Investments agrees to afford to the officers and authorized representatives of the Company, reasonable access to the properties, books and records of 123 Investments, as the case may be, in order that it may have a full opportunity to make such reasonable investigation as it shall desire to make of the affairs of 123 Investments and will furnish the Company with such additional financial and operating data and other information as to the business, operations and assets of 123 Investments as the Company shall from time to time reasonably request. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and each Party hereto shall cooperate fully therein. No investigation by a Party hereto shall, however, diminish or waive in any way any of the representations, warranties, covenants or agreements of the other Party under this Agreement.
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5.9. Other Closing Conditions. The closing conditions set forth in Section 3.2.1 shall have occurred.
ARTICLE VI.
CONDITIONS PRECEDENT TO OBLIGATIONS OF 123 INVESTMENTS AND THE 123 INVESTMENTS SHAREHOLDERS
The obligations of 123 Investments and the 123 Investments Shareholders under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions, to the extent not waived by 123 Investments and the 123 Investments Shareholders, in writing:
6.1. Accuracy of Representations and Performance of Covenants. The representations and warranties made by the Company in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date. Additionally, the Company shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by the Company and shall have satisfied all conditions set forth herein prior to or at the Closing. 123 Investments shall have been furnished with certificates, signed by duly authorized executive officers of the Company and dated the Closing Date, to the foregoing effect.
6.2. Officer’s Certificate. 123 Investments shall have been furnished with a certificate dated the Closing Date and signed by the duly authorized executive officer of the Company, to the effect that no litigation, proceeding, investigation or inquiry is pending, or to the best Knowledge of the Company threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the Company Schedules, by or against the Company, which might result in any material adverse change in any of the assets, properties or operations of the Company.
6.3. No Material Adverse Change. Prior to the Closing Date, there shall not have occurred any change in the financial condition, business or operations of the Company nor shall any event have occurred which, with the lapse of time or the giving of notice, is determined to be reasonably unacceptable by 123 Investments or the 123 Investments Shareholders.
6.4. No Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby.
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6.5. Consents. All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of the Company and 123 Investments after the Closing Date on the basis as presently operated shall have been obtained.
6.6. Certificate of Designations. The Board of the Company shall have approved, and the Company shall have filed with the Secretary of State of Nevada, the Certificate of Designations.
6.7. Other Closing Conditions. The closing conditions set forth in Section 3.2.1 shall have occurred.
ARTICLE VII.
LIMITATION OF LIABILITY AND INDEMNIFICATION
7.1. Limitation of Liability.
Notwithstanding anything to the contrary in this Agreement, the total liability of 123 Investments and 123 Investments Shareholders under this Agreement or otherwise shall not exceed the value of the Holdback Shares, and the Company or any Company Indemnified Person (as defined below) shall only have the right to withhold Holdback Shares as a Holdback Forfeiture to satisfy any such liability, and 123 Investments and the 123 Investments Shareholders shall not have any obligation to pay such liability in cash or other consideration (the “Liability Limitation”). Furthermore, the 123 Investments Shareholders and 123 Investments shall not be liable for any liabilities, claims or Losses raised after the third year anniversary of this Agreement. The limitation of liability in this Article 7.1 shall apply to any and all claims that arise directly or indirectly from anything contained in this Agreement, including but not limited to any representations, covenants and warranties provided in Article 1 and for any and all damages, claims, penalties or losses including but not limited to the Losses defined in Sections 7.2, 7.3 and the penalties defined in Section 4.5.2. For the avoidance of doubt, any Holdback Forfeiture shall not affect the Company’s obligations to issue the remaining Holdback Shares (net of the Holdback Forfeiture).
7.2. Indemnification by the 123 Investments Shareholders. Subject to the provisions of this Article and Article 7.1 above, the 123 Investments Shareholders jointly and severally agree to indemnify, defend and hold the Company and its Affiliates, parents, stockholders, subsidiaries, officers, directors, employees, agents, successors and assigns (such indemnified persons are collectively hereinafter referred to as the“Company Indemnified Persons”), harmless from and against any and all loss, liability, damage or deficiency (including interest, penalties, judgments, costs of preparation and investigation, and attorneys’ fees) (collectively, “Losses”) that any of the Company Indemnified Person may suffer, sustain, incur or become subject to arising out of or due to: (a) the non-fulfillment of any covenant, undertaking, agreement or other obligation of 123 Investments or the 123 Investments Shareholders or any other Party (other than the Company) under this Agreement or any Exhibit or Schedule hereto or under any other Transaction Document; (b) any action taken by 123 Investments or the 123 Investments Shareholders prior to the Closing Date, or the operations of 123 Investments prior to Closing; (c) any misstatement, breach of or inaccuracy of any representation of 123 Investments or the 123 Investments Shareholders in this Agreement or any Exhibit or Schedule hereto or under any other Transaction Document; (d) the breach of any representation, warranty or covenant of 123 Investments or the 123 Investments Shareholders in this Agreement or any Exhibit or Schedule hereto or under any other Transaction Document; or (e) any liabilities of 123 Investments which are not disclosed to the Company at or prior to Closing and which the Company is required to satisfy subsequent to Closing (including all fees and expenses associated therewith); provided however, that 123 Investments and the 123 Investments Shareholders will not be liable under clause (d) of this Section7.2 unless the aggregate amount of Losses exceeds US$25,000 (the “Threshold”), in which event 123 Investments or 123 Investments Shareholders shall be liable for Losses from the first dollar, up to, including and exceeding the amount of the Threshold, subject to the Liability Limitation. “Losses” as used in this Article are limited to matters asserted by third parties. Payment shall be a condition precedent to recovery of indemnification for Losses.
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7.3 Indemnification by the Company. Subject to the provisions of this Article, the Company agrees to indemnify, defend and hold the 123 Investments Shareholders (the “123 Investments Indemnified Persons”), harmless from and against any and all Losses that any 123 Investments Indemnified Person may suffer, sustain, incur or become subject to arising out of or due to: (a) the non-fulfillment of any covenant, undertaking, agreement or other obligation of the Company under this Agreement; (b) any action taken by 123 Investments and/or the operations of 123 Investments after the Closing; which, however, does not include any action that was caused by or as a fault of an action which originally occurred prior to the Closing Date or could be partially attributed as a Loss to the Company under Section 1.1 of this Agreement; (c) any misstatement, breach of or inaccuracy of any material representation of the Company in this Agreement; or (d) the breach of any representation, warranty or covenant of the Company in this Agreement provided however, that the Company will not be liable under clause (d) of this Section7.3 unless the aggregate amount of Losses exceeds the Threshold, in which event the Company shall be liable for all Losses up to, including and exceeding the amount of the Threshold, subject to the Liability Limitation. The Company shall in no event be responsible for indemnifying or defending any affiliates, officers, directors, employees, agents, successors or assigns of 123 Investments or the 123 Investments Shareholders following the Closing for any matter whatsoever.
7.4 Survival of Representations, Warranties and Covenants. The representations, warranties, covenants and other provisions of this Agreement which by their terms or by implication are to have continuing effect after the expiration or termination of this Agreement shall survive the Closing Date or the termination of this Agreement for any reason whatsoever, and shall remain in full force and effect up until the third anniversary of the Closing Date.
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7.5 Notice and Opportunity to Defend. If a Claim for Losses is to be made by any Company Indemnified Person or 123 Investments Indemnified Person (any such indemnified person, hereinafter a “Claimant”) seeking indemnification hereunder, such Claimant shall notify the indemnifying party or parties (any such indemnifying party, a “Respondent”) promptly. If such event involves (a) any claim or (b) the commencement of any action or proceeding by a third person, Claimant shall give Respondent written notice of such claim or the commencement of such action or proceeding as provided above. Delay or failure to so notify Respondent shall only relieve Respondent of its obligation to the extent, if at all, that Respondent is prejudiced by reason of such delay or failure. Respondent shall have a period of 30 days within which to respond thereto. If Respondent accepts responsibility or does not respond within such 30 day period, then Respondent shall be obligated to compromise or defend, at its own expense and by counsel chosen by Respondent, which counsel shall be acceptable to such Company Indemnified Person or 123 Investments Indemnified Person, as the case may be, such matter, and Respondent shall provide Claimant with such assurances as may be reasonably required by Claimant to assure that Respondent will assume and be responsible for the entire liability at issue. If Respondent fails to assume the defense of such matter within said 30 day period, Claimant will (upon delivering notice to such effect to Respondent) have the right to undertake, at Respondent’s cost and expense, the defense, compromise or settlement of such matter on behalf of such Claimant. The Claimant agrees to cooperate with Respondent and its counsel in the defense against any such asserted liability. In any event, Claimant shall have the right to participate at its own expense in the defense of such asserted liability. Any compromise of such asserted liability by Respondent shall require the prior written consent of Claimant, which consent will not be unreasonably withheld and in the event Claimant defends any such asserted liability, then any compromise of such asserted liability by Claimant shall require the prior written consent of Respondent, which consent shall not be unreasonably withheld.
7.6 Remedies Exclusive. The remedies conferred by this Article are intended to be exclusive of and shall supersede any other remedy available under law or at equity.
7.7 Emergency Relief. Notwithstanding anything in this Article to the contrary, any Party may seek emergency relief from a court for any remedy that may be necessary to protect any rights or property of such Party pending the establishment of the arbitral tribunal or its determination of the merits of the controversy.
7.8 Right to Set Off. In the event that the Company shall have a claim against any 123 Investments Shareholder for which the Company has not been fully indemnified as contemplated above, the Company shall have the right to set off the amount of such claim against any 123 Investments Shareholder, against any amounts due such 123 Investments Shareholder hereunder, or any other agreement or understanding by and between the Company and any 123 Investments Shareholder, including, but not limited to the Holdback Shares. For the purposes of such Set Off, the Company Securities will be valued at the Agreed Value.
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7.9 Materiality Scrape. For the purposes of determining (a) whether any breach of any representation or warranty contained in this Agreement has occurred, and (b) the amount of Loss resulting from any such breach, the determination shall, in each case, be made without references to the terms “material,” “materiality,” “Material Adverse Change,” “material adverse effect” or other similar qualifications as to materiality (other than specific monetary thresholds) contained in any such representation or warranty.
7.10 No Consequential Damages. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, NO PARTY WILL BE LIABLE TO THE OTHER PARTIES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES SUFFERED BY SUCH PARTY (INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOST REVENUES, LOST SAVINGS, OR LOST PROFITS SUFFERED BY SUCH PARTY), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY, OR TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE OF ANY KIND WHETHER ACTIVE OR PASSIVE, AND REGARDLESS OF WHETHER THE PARTIES KNEW OF THE POSSIBILITY THAT SUCH DAMAGES COULD RESULT. EACH PARTY HEREBY RELEASES THE OTHER PARTY (AND SUCH OTHER PARTY'S SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) FROM ANY SUCH CLAIM. NOTHING CONTAINED IN THIS SECTION WILL LIMIT EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR (i) WILLFUL OR INTENTIONAL MISCONDUCT (INCLUDING GROSS NEGLIGENCE) OR (ii) BODILY INJURY, DEATH, OR DAMAGE TO TANGIBLE REAL OR TANGIBLE PERSONAL PROPERTY.
8
CONFIDENTIALITY
8.1 Confidentiality. At all times after the Closing, the 123 Investments Shareholders shall retain in strictest confidence, and shall not disclose to any third parties or use for their benefit (other than in order to fulfill the terms and conditions of this Agreement and the transactions contemplated by this Agreement) or for the benefit of others any confidential information comprising or related to the Company or any of the Company’s Affiliates, 123 Investments, or 123 Investments’ property, including, but not limited to, its Intellectual Property, including, without limitation, trade secrets, customer lists, marketing plans or strategies, product development techniques or plans, or technologies (collectively “Confidential Information”). Confidential Information shall not include information which (i) is or becomes part of the public domain without breach of this Agreement, (ii) was known to the receiving party on a non-confidential basis prior to disclosure by the other party (except in connection with information of 123 Investments, which shall be considered Confidential Information for all purposes), (iii) is independently received by the receiving party without the use of confidential information, or (iv) is explicitly approved for release by written authorization of the disclosing party. In the event that the receiving party is legally required to disclose any confidential information, the receiving party shall promptly notify the disclosing party of such requirement and, if requested by the disclosing party, shall reasonably cooperate in the disclosing party’s efforts to prevent or limit such disclosure.
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8.2 Enforceability.
8.2.1 It is the desire and intent of the Parties that the provisions of ARTICLE VIII shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of ARTICLE VIII shall be adjudicated to be invalid or unenforceable in any jurisdiction, ARTICLE VIII shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the operation of this Section 8.2 in the particular jurisdiction in which such adjudication is made. 123 Investments and each 123 Investments Shareholder agrees that it would be difficult to measure the damages to Company and its affiliates from the breach by 123 Investments or any 123 Investments Shareholder of the provisions of ARTICLE VIII, that injury to the Company from such breach would be impossible to calculate, and that monetary damages would therefore be an inadequate remedy; accordingly, 123 Investments and the 123 Investments Shareholders agree that the Company shall be entitled, in addition to all other remedies it might have, to injunctions or other appropriate orders to restrain any such breach without showing or proving any actual damages.
8.2.2 The undertakings and covenants of 123 Investments and the 123 Investments Shareholders contained in ARTICLE VIII are an integral part of the transactions set forth in this Agreement and the consideration paid by the Company pursuant to this Agreement shall be consideration to include consideration for such undertakings and covenants.
9
DEFINITIONS
9.1 Certain Definitions. In addition to other terms defined throughout this Agreement, the following terms have the following meanings when used herein:
9.1.1 “123 Investments EBITDA” means 123 Investments Net Profit, plus (a) interest expense, (c) taxes, (c) depreciation and (d) amortization, based on the internally prepared financial statements of 123 Investments, as reasonably acceptable to the Company, as of and for such applicable period, determined in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied.
9.1.2 “123 Investments Net Profit” means an amount (not less than zero) determined as of the end of any applicable period of determination, by subtracting (a) the sum of 123 Investments’ direct expenses associated with such revenues, whether paid or accrued, based on the internally prepared financial statements of 123 Investments, as reasonably acceptable to the Company, as of and for such applicable period, determined in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied, from (b) the sum of (A) any cash revenues of 123 Investments for such applicable period of determination; and (B) the Company Offsetting Expenses.
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9.1.3 “123 Investments Parties” means collectively 123 Investments and its Subsidiaries.
9.1.4 “2026 123 Investments EBITDA” means 123 Investments EBITDA for the Earnout Period.
9.1.5 “2026 123 Investments Net Profit” means 123 Investments Net Profit for the Earnout Period.
9.1.6 “123 Investments” or “ 123 Investments Limited ” means and include 123 Investments Limited and its wholly owned subsidiaries I)- Moda Concessions Limited, II)- Direct Footwear Limited, III)- MIP Stores 1975 Limited, IV)- MIP Trading 1975 Limited, V)- MIP Online 1975 Limited, VI) - MIP Employees 1975 Limited. VII)-Bonded Trading Ltd, VIII)- Retailer Harrogate 002 Ltd, IX)- Retailer Ilkley 006 Ltd, X)- Retailer Chester 012 Ltd, XI)- Retailer York 017 Limited, XII)- Retailer Manchester 027 Limited, Retailer Amersham 067 Limited, XIII)- Retailer Henley 123 Limited, XIV)- Retailer Cirencester 137 Limited, XV)- MIP Stores Guildford 173 Ltd, XVI)- Retailer Belfast 174 Ltd, XVII)- MIP Stores Leeds VQ 1975 (197) LTD, XVIII)-MIP Meadowhall 1975 (176) Ltd, XIX)- MIP Lakeside 177 Ltd, XX)- Shoon Street Lane Ltd, XXI)- MIP Stanmore 215 Ltd, XXII)- Brightlark Limited, XXIII)- BSoleful Limited.
9.1.7 “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person, and in the case of any natural Person shall include all relatives and family members of such Person. For purposes of this definition, a Person shall be deemed to control another Person if such first Person and/or any relatives or family members of such first Person directly or indirectly owns or holds five percent (5%) or more of the ownership interests in such other Person. In the case of 123 Investments, each 123 Investments Shareholder is considered an Affiliate of 123 Investments.
9.1.8 “Agreement” means this Share Exchange Agreement, including all exhibits hereto, including, but not limited to the Shareholders Agreement, Voting Agreement and Lock-Up Agreement.
9.1.9 “Business Day” means a day other than (i) a Saturday, (ii) a Sunday or (iii) a day on which commercial banks in the City of Reno, Nevada, are authorized or required to be closed for business.
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9.1.10 “Claim” means any claim (including any product liability, malpractice or errors or omission claim), demand, complaint, cause of action, investigation, inquiry, suit, action, hearing, notice of violation or legal, administrative, arbitrative or other Proceeding.
9.1.11 “Closing Sales Price” means the last sales price of the Company Common Stock on the Principal Market as reported by NASDAQ.com (or a comparable reporting service of national reputation)(collectively, “NASDAQ.com”), or if the foregoing does not apply, the last reported sales price of such security on a national exchange or in the over-the-counter market on the electronic bulletin board for such security as reported by NASDAQ.com, or, if no such price is reported for such security by NASDAQ.com, the average of the bid prices of all market makers for such security as reported in the “pink sheets” by OTC Markets, in each case for such date or, if such date was not a Trading Day for such security, on the last date that was a Trading Day. If the Closing Sales Price cannot be calculated for such security as of either of such dates on any of the foregoing bases, the Closing Sales Price of such security on such date shall be the fair market value as reasonably determined by the Company.
9.1.12 “Company Offsetting Expenses” means those expenses of 123 Investments which relate solely to the Company, and which in the reasonable determination of the Company would not be incurred by 123 Investments if it was not majority owned by the Company. For example only, the incremental costs associated with 123 Investments’ compliance with PCAOB auditing requirements over those costs associated with a non-PCAOB auditing requirement shall be included in Company Offsetting Expenses.
9.1.13 “ Certificate of Designations ” means that certain Certificate of Designations of GlobalTech Corporation Establishing the Designations, Preferences, Limitations and Relative Rights of Its Convertible Series A Preferred Stock, in the form of Exhibit C hereto.
9.1.14 “ Credit Facility Deadline ” means January 15, 2026, plus the Untimely Financial Delay Days, if any.
9.1.15 “Directors” means the (i) Board of Directors of a corporation; (ii) the Managers of a limited liability company, if manager managed and the Members of a limited liability company, if member managed; or (iii) the General Partner of a partnership, as applicable, or in each case similar management personnel of the applicable entity, which are authorized to govern the entity and have authority to approve and adopt, among other things, this Agreement and the terms and conditions hereof.
9.1.16 “Earnout Consideration” means $1,000,000.
9.1.17 “Earnout End Date” means December 31, 2026.
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9.1.18 “Earnout Period” means the calendar year ended December 31, 2026.
9.1.19 “EDGAR” means the SEC’s Electronic Data Gathering, Analysis, and Retrieval system, which can be searched pursuant to the instructions in Section 1.19.4.
9.1.20 “Effective Date” means November 24, 2025.
9.1.21 “Encumbrance” means any charge, claim, community or other marital property interest, condition, equitable interest, Lien, option, pledge, security interest, mortgage, right of way, easement, encroachment, servitude, right of first option, right of first refusal or similar restriction, including any restriction on use, voting (in the case of any security or equity interest), transfer, receipt of income or exercise of any other attribute of ownership.
9.1.22 “Environmental Law(s)” means any foreign, federal, state or local statute, regulation, ordinance, or rule of common law as now or hereafter in effect in any way or any other legally binding requirement relating to the environment, natural resources or protection of human health and safety.
9.1.23 “Exchange” means either (a) The Nasdaq Capital Market; (b) Nasdaq Global Market; or (c) NYSE American.
9.1.24 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
9.1.25 “FCPA” means the U.S. Foreign Corrupt Practices Act.
9.1.26 “Financial Delivery Date” means the date that the 123 Investments Shareholders have delivered to the Company, (i) PCAOB audited financial statements of 123 Investments for the years ended January 28, 2025 and 2024; (ii) PCAOB reviewed financial statements of 123 Investments for the three and six months ended July 31, 2025 and 2024, or such later period as is then due pursuant to the applicable rules of the Securities and Exchange Commission; and (iii) pro forma financial statements showing the acquisition of 123 Investments by the Company, in such form and with such disclosures as required by the Securities and Exchange Commission for inclusion in a registration statement filed pursuant to the Securities Act, as reasonably determined by the Company.
9.1.27 “Five Day 2026 Year End Closing Price” means the average of the Closing Sales Prices of the Company Common Stock on the last five Trading Days of calendar 2026.
9.1.28 “GBP” means British Pounds or Pounds Sterling.
9.1.29 “Governing Documents” of an entity means the (i) articles or certificate of incorporation or association, certificate of formation, articles of organization or certificate of limited partnership or similar instrument under which an entity is formed; and (ii) the other documents or agreements, including bylaws, partnership agreements of partnerships, operating agreements of limited liability companies, or similar documents, adopted by the entity to govern the formation and internal affairs of the entity.
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9.1.30 “Governmental Body” means any:
9.1.30.1 nation, state, county, city, town, borough, village, district or other jurisdiction;
9.1.30.2 federal, state, local, municipal, foreign or other government;
9.1.30.3 governmental or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity exercising governmental or quasi-governmental powers);
9.1.30.4 multinational organization or body;
9.1.30.5 body exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or
9.1.30.6 official of any of the foregoing.
9.1.31 “Holdback Shares” means 9,200 shares of Series A Convertible Preferred Stock of the Company.
9.1.32 “Intellectual Property” means (i) all inventions, whether patentable or not patentable, all improvements thereto, and all patents, patent applications (including those listed on Schedule 1.22.3 and patent disclosures, together with all reissues, continuations, continuations-in-part, divisionals, revisions, utility models, extensions and reexaminations thereof, (ii) the websites, URLs, domain names, trade names and trademarks (including registered and unregistered trademarks, service marks and applications thereof used in the business of 123 Investments) including those set forth in Schedule 1.22.3 together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith, and all applications, registrations and renewals in connection therewith, (iii) all copyrightable works, all copyrights and all applications, registrations, renewals and derivatives in connection therewith, (iv) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, certifications, compositions, manufacturing and production processes and techniques, technical data, designs including advertising designs, logos, drawings, packaging, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals, (v) all other proprietary rights, and (vi) all copies and tangible embodiments thereof (in whatever form or medium).
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9.1.33 “Knowledge” means that:
9.1.33.1 A natural Person will be deemed to have Knowledge of a particular fact or other matter if such Person is actually aware of the fact or matter or should have been aware of such fact or other matter after reasonable inquiry.
9.1.33.2 A Person, other than a natural person, will be deemed to have Knowledge of a particular fact or other matter if any natural Person who is serving, or who has at any time served, as a director, officer, partner, employee, agent, executor or trustee of that Person (or in any similar capacity) has, or at any time had, Knowledge of that fact or other matter (as set forth in (i) above) or should have been aware of such fact or other matter after reasonable inquiry.
9.1.34 “Law” means any federal, state, local or foreign law (including common law), statute, code, ordinance, rule, regulation or other requirement or rule of law (including but not limited to as related to revenue, labor, or ERISA) of any Governmental Body.
9.1.35 “Leased Real Property” means the parcels of real property of which 123 Investments and/or its Subsidiaries are the lessee (together with all fixtures and improvements thereon).
9.1.36 “Liability” means with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person.
9.1.37 “Liens” means all liens, pledges, mortgages, security interests, claims, covenants, leases, subleases, charges, conditions, options, rights of first refusal, licenses, easements, servitudes, rights of way, encumbrances or any other restriction or limitation whatsoever.
9.1.38 “Lock-Up Agreement” means that certain Lock-Up and Leakout Agreement to be entered into between each of the 123 Investments Shareholders and the Company, in the form of Exhibit F hereto.
9.1.39 “ Material Adverse Effect ” means any event, circumstance, change, development or effect that, individually or in the aggregate with such other events, circumstances, changes, developments or effects, has, or would reasonably be expected to have, a material adverse effect on the business, assets, liabilities, properties, financial condition or results of operations of the applicable Party and any subsidiaries, taken as a whole.
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9.1.40 “One Year Anniversary”, means the one year anniversary of the Closing Date, or if such date is not a Business Day, the first Business Day thereafter.
9.1.41 “Owned Real Property” means the real property of which any Company is fee title owner (together with all fixtures and improvements thereon), if any.
9.1.42 “PCAOB” means U.S. Public Company Accounting Oversight Board.
9.1.43 “Person” means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or a Governmental Body.
9.1.44 “Post-Closing Company Securities” means the Holdback Shares, less the value of any Holdback Shares subject to Set Off as described in Section 7.8 hereof.
9.1.45 “Principal Market” means the Nasdaq Capital Market, Nasdaq Global Market, Nasdaq Global Select Market, New York Stock Exchange, NYSE American, the OTCQB, OTCQX, or OTC Pink Sheets, whichever is at the time the principal trading exchange or market for the Company Common Stock, based upon share volume.
9.1.46 “SEC” means the United States Securities and Exchange Commission.
9.1.47 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
9.1.48 “ Series A Convertible Preferred Stock ” means the Series A Convertible Preferred Stock of the Company with those rights and preferences as are set forth in the Certificate of Designations.
9.1.49 “Shareholders Agreement” means a Shareholders Agreement entered into between the Company and each of the 123 Investments Shareholders in the form of Exhibit D hereto.
9.1.50 “Simple Majority” means 123 Investments Shareholders holding a majority of the 123 Investments Stock immediately prior to the Closing Date.
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9.1.51 “Trading Day” means any day on which the Company Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Company Common Stock is then traded; provided that “Trading Day” shall not include any day on which the Company Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Company Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York Time).
9.1.52 “Transaction Documents” means this Agreement, the Shareholders Agreement, Voting Agreement, Certificate of Designations and Lock-Up Agreement.
9.1.53 “Representatives” means, with respect to a Person, such Person’s parents/owners/members/shareholders/partners, directors, managers, officers, employees, attorneys, accountants, representatives, financial advisors, lenders, consultants, and other agents.
9.1.54 “ Required Uplisting Date ” means December 31, 2025, plus the Untimely Financial Delay Days, if any.
9.1.55 “Tax” means any income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental, windfall profit, customs, vehicle, airplane, boat, vessel or other title or registration, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, value added, alternative, add-on minimum and other tax, fee, assessment, levy, tariff, charge or duty of any kind whatsoever and any interest, penalty, addition or additional amount thereon imposed, assessed or collected by or under the authority of any Governmental Body or payable under any tax-sharing agreement or any other contract.
9.1.56 “Untimely Financial Delay Days” means the number of calendar days between September 30, 2025, and the Financial Delivery Date, counting day 1 as October 1, 2025, and the Financial Delivery Date as the last day of such period.
9.1.57 “Uplisting Date” means the date that the Company’s common stock is approved for listing on, and commences trading on, an Exchange.
9.1.58 “U.S.” means the United States of America.
9.1.59 “US$” or “$” means United States dollars.
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9.1.60 “Voting Agreement” means that certain Voting Agreement, between each of the 123 Investments Shareholders and Babar Ali Syed and Muhammad Azhar Saeed, in the form of Exhibit E hereto.
9.2 Other Definitional Provisions. The Parties acknowledge, confirm and agree that:
9.2.1 The language in all parts of this Agreement shall be construed, in all cases, according to its fair meaning.
9.2.2 Each Party and its counsel have reviewed and revised this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement.
9.2.3 Terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.
9.2.4 References to any gender include the other genders.
9.2.5 The words “include,” “includes” and “including” do not limit the preceding terms or words and shall be deemed to be followed by the words “without limitation”.
9.2.6 The terms “hereof”, “herein”, “hereunder”, “hereto” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement.
9.2.7 The terms “day” and “days” mean and refer to calendar day(s).
9.2.8 The terms “year” and “years” mean and refer to calendar year(s).
9.2.9 Unless otherwise set forth herein, references in this Agreement to (i) any document, instrument or agreement (including this Agreement) (A) includes and incorporates all exhibits, schedules and other attachments thereto, (B) includes all documents, instruments or agreements issued or executed in replacement thereof and (C) means such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified or supplemented from time to time in accordance with its terms and in effect at any given time, and (ii) a particular Law means such Law as amended, modified, supplemented or succeeded, from time to time and in effect at any given time.
9.2.10 In the event of any conflict between the provisions of this Agreement and any such Exhibit or Schedule, the provisions of this Agreement shall control.
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9.2.11 All Article, Section, Exhibit and Schedule references herein are to Articles, Sections, Exhibits and Schedules of this Agreement, unless otherwise specified.
10
MISCELLANEOUS
10.1 Broker/Finder’s Fee. No broker’s or finder’s fee will be paid in connection with the transaction contemplated by this Agreement. The Company and the 123 Investments Shareholders, each agree to indemnify the other against any claim by any third person for any commission, brokerage, or finder’s fee arising from the transactions contemplated hereby based on any alleged agreement or understanding between the indemnifying party and such third person, whether express or implied from the actions of the indemnifying party.
10.2 Equitable Adjustments. All Company Securities shall be subject to equitable adjustment in accordance with dividends payable in stock on such Company Common Stock, stock splits, stock combinations, and other similar events affecting the Company Common Stock).
10.3 Governing Law, Arbitration and Jurisdiction.
(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, U.S.A.
(b) The Parties shall first attempt to amicably resolve within thirty (30) days any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement or the breach, termination or validity hereof, through mutual discussions carried out in good faith between any one or both of the 123 Investments Shareholders along with 123 Investments on the one hand, and the Company, on the other hand. If such dispute, controversy of claim is not resolved within the thirty (30) day time limit referred to in the preceding sentence, then the Parties shall appoint a third party mediator to resolve the deadlock, it being acknowledged and agreed that such mediation shall be in accordance with an internationally recognized model procedure, such as the Center for Effective Dispute Resolution (CEDR), and shall be completed within thirty (30) days. The Parties shall refer any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement or the breach, termination or validity hereof that has not been resolved in accordance with the preceding two sentences to arbitration in Paris, France, in accordance with the Arbitration Rules of the International Chamber of Commerce for the time being in force (the “Rules”), which are deemed to be incorporated by reference into this Section 10.3(b). The arbitral tribunal shall consist of three arbitrators, appointed in accordance with the Rules. The arbitration shall be conducted in English. Costs of the arbitration shall be split equally between the Parties. When any dispute occurs and when any dispute is under arbitration, except for the matters under dispute the Parties shall continue to exercise their remaining respective rights, and fulfil their remaining respective obligations under this Agreement. An award made by the arbitral tribunal pursuant to an arbitration in accordance with this Section 10.3(b) shall be treated as final and binding on the Parties and enforceable in accordance with all applicable laws.
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(c) Subject to sub-clause (b) above of this Section 10.3, the Courts at Reno, Nevada, shall have exclusive jurisdiction over all matters arising out of or in connection with this Agreement.
10.4 Notices. All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be delivered (i) by personal delivery, or (ii) by national overnight courier service, or (iii) by certified or registered mail, return receipt requested, or (iv) via facsimile transmission, with confirmed receipt, or (v) via email. Notice shall be effective upon receipt except for notice via fax (as discussed above) or email, which shall be effective only when the recipient, by return or reply email or notice delivered by other method provided for in this Section 10.4, acknowledges having received that email (with an automatic “read receipt” or similar notice not constituting an acknowledgement of an email receipt for purposes of this Section 10.4, but which acknowledgement of acceptance shall include cases where recipient ‘replies’ to such prior email, including the body of the prior email in such ‘reply’). Such notices shall be sent to the applicable Party or Parties at the addresses specified below, subject to notice of changes thereof from any Party with at least ten (10) Business Days’ notice to the other Parties. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver. Notices shall be sent:
if to the Company, to:
GlobalTech Corporation
Attn: Dana F. Green or Muhammad Azhar Saeed
3550 Barron Way Suit No13, Reno, NV 89511 USA
Phone: +1(775) 636-3132
Email: d.green@globaltechcorporation.com / azhar@globaltechcorporation.com
with a copy to (which shall not constitute notice hereunder):
The Loev Law Firm, PC
Attn: David M. Loev, Esq. or John S. Gillies, Esq.
6300 West Loop South, Suite 280
Bellaire, Texas 77401
Phone:+1 (713) 524-4110
Email: dloev@loevlaw.com; john@loevlaw.com
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if to 123 Investments, to:
123 Investments Limited
Attn: Stephen Buck and John Patrick Bywater
34 Roundhay Road
Leeds, England L571AB
Phone: 0113 2007300 / 07875 757575____________
Email: SAB@modainpelle.com / Patrick@modainpelle.com
with a copy to (which shall not constitute notice hereunder):
Attn: Vincenzo Senatore
Giambrone & Partners LLP
12 Bridewell Place
London EC4V 6AP
Phone:+44 (0)207 183 9482
Email: v.senatore@giambronelaw.com
if to a 123 Investments Shareholder, to:
The address for notice set forth on the signature page hereof
10.5 Attorneys’ Fees. In the event that any Party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.
10.6 Confidentiality. Each Party hereto agrees with the other that, unless and until the transactions contemplated by this Agreement have been consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to another Party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other Party, and shall not use such data or information or disclose the same to others (which information shall include the existence of this Agreement and the transactions contemplated herein), except (i) to the extent such data or information is published, is a matter of public knowledge (through no fault or action of the Party holding such information on behalf of the other Party), or is required by a court of competent jurisdiction to be published; or (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement. In the event of the termination of this Agreement, each Party shall return to the other Party all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each Party will continue to comply with the confidentiality provisions set forth herein. 123 Investments and the 123 Investments Shareholders further agree and consent to the disclosure by the Company of any material information regarding 123 Investments and the 123 Investments Shareholders which the Company or its counsel deems necessary for disclosure in the Company’s public filings on EDGAR in connection with the Company’s current or periodic report filings. The Company shall use its best efforts to avoid the disclosure of any competitive pricing or specific customer information to the public.
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10.7 Publicity. Prior to or after the Closing of the transaction contemplated herein, any announcement, or press or news release by 123 Investments or the 123 Investments Shareholders, managers, shareholders, employees, officers, or agents shall be reviewed and approved by the Company prior to its release, subject to any requirements of Law. The Company shall be allowed to make any announcements relating to this Agreement or the transactions contemplated herein, and shall be allowed to file this Agreement and any exhibits or related agreements as may be required pursuant to the Company’s public reporting obligations with the SEC, subject to prior approval by 123 Investments, which approval shall not be unreasonably withheld, conditioned or delayed. Prior to the Closing and prior to the Closing Date, 123 Investments shall make no announcements relating to this Agreement, the Company or the transactions contemplated herein without the prior written consent of the Company, which approval will not be unreasonably withheld.
10.8 Schedules and Exhibits. The Schedules and Exhibits are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full herein.
10.9 Schedules; Knowledge. Each Party is presumed to have full Knowledge of all information set forth in the other Party’s schedules delivered pursuant to this Agreement and 123 Investments and the 123 Investments Shareholders are deemed to have knowledge of the information set forth in the Company’s EDGAR filings.
10.10 Third Party Beneficiaries. This contract is strictly between the Company, 123 Investments and the 123 Investments Shareholders, and, except as specifically provided, no director, officer, stockholder, employee, agent, independent contractor or any other person or entity shall be deemed to be a third party beneficiary of this Agreement.
10.11 Entire Agreement. This Agreement represents the entire agreement between the Parties relating to the subject matter thereof and supersedes all prior agreements, letters of intent, term sheets, understandings and negotiations, written or oral, with respect to such subject matter.
10.12 Survival; Termination. The representations, warranties, and covenants of the respective Parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of three (3) years, unless the terms of this Agreement provide for a longer period of survival.
10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.
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10.14 Amendment or Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any Party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. At any time prior to the Closing Date, this Agreement may be amended by a writing signed by all Parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance may be extended by a writing signed by the Party or Parties for whose benefit the provision is intended.
10.15 Best Efforts. Subject to the terms and conditions herein provided, each Party shall use its reasonable best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each Party also agrees that it shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective this Agreement and the transactions contemplated herein.
10.16 Remedies. The Parties agree that the covenants and obligations contained in this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms hereof or thereof would cause irreparable injury in an amount which would be impossible to estimate or determine and for which any remedy at law would be inadequate. As such, the Parties agree that if any Party fails or refuses to fulfill any of its obligations under this Agreement or to make any payment or deliver any instrument required hereunder or thereunder, then any other Party shall have the remedy of specific performance, which remedy shall be cumulative and nonexclusive and shall be in addition to any other rights and remedies otherwise available under any other contract or at law or in equity and to which such Party might be entitled.
10.17 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.
10.18 Independent Nature of Obligations and Rights. Except as expressly set forth herein, the obligations of each 123 Investments Shareholder under this Agreement are several and not joint with the obligations of any other 123 Investments Shareholder, and no 123 Investments Shareholder shall be responsible in any way for the performance or non-performance of the obligations of any other 123 Investments Shareholder under this Agreement. Nothing contained herein, and no action taken by any 123 Investments Shareholder pursuant hereto, shall be deemed to constitute the 123 Investments Shareholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the 123 Investments Shareholders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement, and each 123 Investments Shareholder has conducted its own diligence review. Each 123 Investments Shareholder has been represented by its own separate legal counsel in its review and negotiation of this Agreement.
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10.19 No Presumption from Drafting. This Agreement has been negotiated at arm’s-length between Persons knowledgeable in the matters set forth within this Agreement. Accordingly, given that all Parties have had the opportunity to draft, review and/or edit the language of this Agreement, no presumption for or against any Party arising out of drafting all or any part of this Agreement will be applied in any action relating to, connected with or involving this Agreement. In particular, any rule of law, legal decisions, or common law principles of similar effect that would require interpretation of any ambiguities in this Agreement against the Party that has drafted it, is of no application and is hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to affect the intentions of the Parties.
10.20 Review and Construction of Documents. Each Party herein expressly represents and warrants to all other Parties hereto that (a) before executing this Agreement, said Party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said Party has relied solely and completely upon its own judgment in executing this Agreement; (c) said Party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; (d) said Party has acted voluntarily and of its own free will in executing this Agreement; and (e) this Agreement is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.
10.21 Headings; Gender. The paragraph headings contained in this Agreement are for convenience only, and shall in no manner be construed as part of this Agreement. All references in this Agreement as to gender shall be interpreted in the applicable gender of the Parties.
10.22 Transaction Expenses. Until Closing, in the event this Agreement is terminated prior to Closing and/or in the event the Exchange does not close, each Party shall be responsible for the payment of any and all of its own expenses, including without limitation the fees and expenses of counsel, accountants and other advisers, arising out of or relating directly or indirectly to the transactions contemplated by this Agreement and in negotiating this Agreement (collectively, “Transaction Expenses”).
10.23 Cooperation Following the Closing. Following the Closing, each Party shall deliver to the other Party such further information and documents and shall execute and deliver to the other Party such further instruments and agreements as the other Party shall reasonably request to consummate or confirm the transactions provided for herein, to accomplish the purpose hereof or to assure to the other Party the benefits hereof.
10.24 Counterparts, Effect of Facsimile, Emailed and Photocopied Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .peg or similar attachment to electronic mail (including email) or as an electronic download (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party, each other Party shall re execute the original form of this Agreement and deliver such form to all other Parties. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.
[Remainder of page left intentionally blank. Signature pages follow.]
| Page 58 of 60 |
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Share Exchange Agreement
123 Investments, 123 Investments Shareholders and GlobalTech
IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date first-above written.
| “COMPANY” |
|---|
| GLOBALTECH CORPORATION | |
|---|---|
| NAME: | DANA F GREEN |
| TITLE: | CHIEF EXECUTIVE OFFICER |
| “123 INVESTMENTS” |
| 123 INVESTMENTS LIMITED | |
| By: | /s/ Stephen Buck |
|---|---|
| TITLE: | DIRECTOR |
[Signature Pages of 123 Investments Shareholders Follow On Attached Pages]
| Page 59 of 60 |
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Share Exchange Agreement
123 Investments, 123 Investments Shareholders and GlobalTech
“123 INVESTMENTS SHAREHOLDERS”
| By: | /s/ Stephen Buck |
|---|
STEPHEN BUCK
92 Ordinary £1 Shares Owned; 39 Ordinary £1 Shares being sold to the Company pursuant to this Agreement (8.26% of the equity)
27,022 Ordinary 1p Shares Owned (£270.22); 18,172 (£181.72) Ordinary 1p Shares being sold to the company pursuant to this Agreement (38.5% of the equity)
8,578 A Ordinary 1p Shares Owned, 0 A Ordinary being sold to the Company pursuant to this Agreement
Address for notice:
34 Roundhay Road, Leeds, England L571AB
| By: | /s/ John Patrick Bywater |
|---|
JOHN PATRICK BYWATER
24 Ordinary £1 Shares Owned; 20 Ordinary £1 Shares being sold to the Company pursuant to this Agreement (4.24% of the equity)
Address for notice:_
34 Roundhay Road, Leeds, England L571AB
| Page 60 of 60 |
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EXHIBIT A
FORM OF STOCK REGISTRATION FORM
(CHECK ONE):
_____ INDIVIDUAL OWNERSHIP (one signature required)
_____ TRUST (please include name of trust, name of trustee, and date trust was formed and copy of the Trust Agreement or other authorization)
_____ PARTNERSHIP (please include a copy of the Partnership Agreement authorizing signature)
_____ CORPORATION (please include a certified corporate resolution authorizing signature)
_____ LIMITED LIABILITY COMPANY (please include a certified corporate resolution authorizing signature)
________________________________________________________________________
Please print here the exact name (registration)
Such Shareholder desires to appear in the records of the Company
________________________________________________________________________
Please print here the exact address
Such Shareholder desires to appear in the records of the Company
Signature:
By: _________________________
Printed Name: ______________________
If on behalf of Entity:
Entity Name: ___________________
Signatory’s Position with Entity: ___________________
Beneficial Owner(s) of Securities To Be Owned by Entity: _____________________
Address: ____________________________________________________________
SS#/Tax Id Number: ______________________________
Telephone Number: ( ) - _____ - _______
Email:____________________
EXHIBIT B
CERTIFICATE OF ACCREDITED INVESTOR STATUS
By signing below, the undersigned confirms, acknowledges and agrees that he, she or it, is an “accredited investor,” as that term is defined in the Securities Act of 1933, as amended (the “Securities Act”). This Certificate of Accredited Investor Status forms a part of that certain Share Exchange Agreement dated on or around November 24, 2025, by and between GlobalTech Corporation (the “Company”), 123 Investments Limited (“123 Investments”), and the shareholders of 123 Investments (the “Exchange Agreement”). Capitalized terms used herein but not otherwise defined have the meanings given to such terms in the Exchange Agreement.
The undersigned has initialed the line below indicating the basis on which he, she or it is representing his, her or its status as an “accredited investor”. The representation and confirmation below shall be effective for all purposes as of the Closing Date, as defined in the Exchange Agreement (the “Applicable Date”) pursuant to the terms of the Purchase Agreement. The Company and its attorneys and representatives shall be able to rely on this Certificate of Accredited Investor Status for any and all purposes. The undersigned confirms, acknowledges and agrees that he, she or it, is an “accredited investor”, due to the fact that he, she or it is:
| _______ | a bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, and such plan has total assets in excess of US$5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are “accredited investors”; |
|---|---|
| _______ | a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; |
| _______ | an organization described in Section 501(c)(3) of the U.S. Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of US$5,000,000; |
|---|---|
| _______ | a natural person whose individual net worth, or joint net worth with the undersigned’s spouse or spousal equivalent, at the time of this purchase exceeds US$1,000,000. For purposes of this item, “net worth” means the excess of total assets at fair market value (including personal and real property, but excluding the estimated fair market value of a person’s primary home) over total liabilities. Total liabilities excludes any mortgage on the primary home in an amount of up to the home’s estimated fair market value as long as the mortgage was incurred more than 60 days before the Applicable Date, but includes (i) any mortgage amount in excess of the home’s fair market value and (ii) any mortgage amount that was borrowed during the 60-day period before the Applicable Date; |
| _______ | a natural person who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with the undersigned’s spouse or spousal equivalent in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. “Income” for this purpose is computed by adding the following items to adjusted gross income for federal income tax purposes: (a) the amount of any tax-exempt interest income received; (b) the amount of losses claimed as a limited partner in a limited partnership; (c) any deduction claimed for depletion; (d) deductions for alimony paid; (e) deductible amounts contributed to an IRA or Keogh retirement plan; and (f) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the U.S. Internal Revenue Code; or |
| _______ | an entity (other than a trust) in which all of the equity holders are “accredited investors” by virtue of their meeting one or more of the above standards. |
| Page 1 of 2 |
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IN WITNESS WHEREOF, the undersigned has executed this Certificate of Accredited Investor Status on ____________, 2025.
| Name: | |
|---|---|
| By: |
| | Signature | | Printed Name of Signatory (if entity): | | | Title: | |
| (required for any stockholder that is a corporation, partnership, trust or other entity) |
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| Page 2 of 2 |
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EXHIBIT C
Certificate of Designations of GlobalTech Corporation Establishing the Designations, Preferences, Limitations and Relative Rights of Its Convertible Series A Preferred Stock
[See attached].
EXHIBIT D
Form of Shareholders Agreement
[See attached].
EXHIBIT E
Form of Voting Agreement
[See attached].
EXHIBIT F
Form of Lock-Up and Leakout Agreement
[See attached].
global_ex31.htm EXHIBIT 3.1
CERTIFICATE OF DESIGNATIONS
OF
GLOBALTECH CORPORATION
ESTABLISHING THE DESIGNATIONS, PREFERENCES,
LIMITATIONS AND RELATIVE RIGHTS OF ITS
CONVERTIBLE SERIES A PREFERRED STOCK
Pursuant to Section 78.1955 of the Nevada Revised Statutes (“NRS”), GlobalTech Corporation, a corporation organized and existing under the laws of the state of Nevada (the “Corporation”),
DOES HEREBY CERTIFY that pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation, as amended and restated, of the Corporation (the “Articles of Incorporation”), and pursuant to Section 78.1955 of the NRS, the Board of Directors, by unanimous written consent of all members of the Board of Directors on November 19, 2025, duly adopted a resolution providing for the issuance of a series of Ninety-Two Thousand (92,000) shares of Convertible Series A Preferred Stock, which resolution is and reads as follows:
RESOLVED, that pursuant to the authority expressly granted to and invested in the Board of Directors by the provisions of the Articles of Incorporation of the Corporation and Section 78.1955 of the NRS, a series of the preferred stock, par value $0.0001 per share, of the Corporation be, and it hereby are, established; and
FURTHER RESOLVED, that the series of preferred stock of the Corporation be, and it hereby is, given the designation of “Convertible Series A Preferred Stock”; and
FURTHER RESOLVED, that the Convertible Series A Preferred Stock shall consist of Ninety-Two Thousand (92,000) shares; and
FURTHER RESOLVED, that the Convertible Series A Preferred Stock shall have the powers and preferences, and the relative, participating, optional and other rights, and the qualifications, limitations, and restrictions thereon set forth in this Certificate of Designations (the “Designation” or the “Certificate of Designations”) below.
The Convertible Series A Preferred Stock is sometimes referred to in this Certificate of Designations as the “Series A Preferred Stock”.
CERTAIN CAPITALIZED TERMS USED BELOW ARE DEFINED IN SECTION 20 .
1. Ranking. The Series A Preferred Stock shall, with respect to rights upon a Liquidation Event (as defined in Section 3), and subject to the protective provisions set forth in Section 7 hereof, rank:
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1.1 on parity with each other class or series of Capital Stock of the Corporation now existing or hereafter authorized, classified or reclassified, the terms of which do not expressly provide that such class or series ranks senior to, the shares of Series A Preferred Stock with respect to rights upon a Liquidation Event, including the shares of common stock of the Corporation, par value $0.0001 per share (the “Common Stock”) (all such Capital Stock, including the Common Stock, collectively, the “Junior Stock”);
1.2 on a parity basis with each other class or series of Capital Stock of the Corporation now existing or hereafter authorized, classified or reclassified, the terms of which expressly provide that such class or series ranks on a parity basis with the shares of Series A Preferred Stock with respect to dividend rights or rights upon a Liquidation Event (all such Capital Stock collectively, the “Parity Stock”); and
1.3 junior to each other class or series of Capital Stock of the Corporation now existing or hereafter authorized, classified or reclassified, the terms of which expressly provide that such class or series ranks senior to the shares of Series A Preferred Stock with respect to dividend rights or rights upon a Liquidation Event (all such Capital Stock collectively, the “Senior Stock”).
The Series A Preferred Stock shall, with respect to rights upon a Liquidation Event, rank junior to any and all existing or future claims in respect of Indebtedness of the Corporation or any of its Subsidiaries.
2. Dividends. ****
2.1 Dividends in General. The Series A Preferred Stock shall not accrue any dividends and shall not participate in any dividends.
3. Liquidation Rights. ****
3.1 Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary (a “Liquidation Event”), after satisfaction of all liabilities and obligations to creditors of the Corporation, subject to the rights of any class or series of Senior Stock and before any distribution or payment shall be made to any holder of any Junior Stock, and subject to Section 3.2, each Holder shall be entitled to receive, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) legally available therefor, an amount per share of Series A Preferred Stock equal to the greater of: (x) the Stated Value; and (y) the total amount of consideration that would have been payable on such Share upon a Liquidation Event, had such Share been converted into Common Stock pursuant to Section 4, below, immediately prior to such Liquidation Event (as applicable, the “Liquidation Preference”). No Holder shall (i) be entitled to any payment in respect of its shares of Series A Preferred Stock in the event of any Liquidation Event other than payment of the Liquidation Preference expressly provided for in this Section 3.1, or (ii) have any further right or claim to any of the Corporation’s remaining assets, including any right or claim to participate in the receipt of any payment on Junior Stock in connection therewith (except as provided in (y) above).
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3.2 Insufficient Assets. If, in connection with any liquidating distribution pursuant to Section 3.1, the assets of the Corporation or proceeds thereof are not sufficient to pay in full the applicable Liquidation Preference payable on the shares of Series A Preferred Stock and the corresponding liquidating distributions payable on the shares of Parity Stock, if any, then such assets, or the proceeds thereof, shall be paid pro rata in accordance with the full respective aggregate liquidating distributions that would be payable on all such shares if all amounts payable thereon were paid in full.
3.3 Remaining Assets. After the payment to the Holders of Series A Preferred Stock of the full preferential amounts specified above in Section 3.1, the entire remaining assets of the Corporation legally available for distribution by the Corporation shall be distributed to the holders of the Junior Stock and then to the holders of Common Stock, pursuant to the terms of such securities, Nevada law, and/or the governing documents of the Corporation, as applicable.
3.4 Valuation of Non-Cash Consideration. If any assets of the Corporation distributed to its shareholders in connection with any liquidation, dissolution, or winding up of the Corporation are other than cash, then the value of such assets shall be their fair market value as determined in good faith by the Board of Directors.
3.5 Notice. In the event of any Liquidation Event, the Corporation shall, within ten (10) days of the date the Board approves such action, or no later than twenty (20) days of any shareholders’ meeting called to approve such action, or within twenty (20) days of the commencement of any involuntary proceeding, whichever is earlier, give each Holder of Series A Preferred Stock written notice of the proposed action. Such written notice shall describe the material terms and conditions of such proposed action, including a description of the stock, cash and property to be received by the Holders of Shares upon consummation of the proposed action and the date of delivery thereof. If any material change in the facts set forth in the initial notice shall occur, the Corporation shall promptly give written notice to each Holder of Shares of such material change.
4. Conversion. The Series A Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):
4.1 Holder Conversion.
(a) Each Share of Series A Preferred Stock shall be convertible, at the option of the Holder thereof (an “Option Conversion”), at any time during the Optional Conversion Period, at the office of the Corporation or any Transfer Agent for the Series A Preferred Stock, into that number of fully-paid, nonassessable shares of Common Stock determined by dividing (i) the Stated Value for the applicable Share of Series A Preferred Stock, by (ii) the Optional Conversion Price (such shares of Common Stock issuable upon an Option Conversion, the “Option Conversion Shares”). In order to effectuate the Option Conversion under this Section 4.1, the Holder must provide the Corporation a written notice of conversion in the form of Exhibit A hereto (the “Notice of Conversion”). The Notice of Conversion must be dated no earlier than three (3) Business Days from the date the Notice of Conversion is actually received by the Corporation. The “Option Conversion Date” means the date on which such Holder complies with the procedures set forth in Section 4.1(b) (including the submission of the Notice of Conversion to the Corporation of its election to convert) and Section 4.1(d).
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(b) Mechanics of Option Conversion. In order to effect an Option Conversion, a Holder shall fax or email a copy of the fully executed Notice of Conversion to the Corporation (Attn: Dana F. Green, 3550 Barron Way Suite 13a, Reno, NV 89511, Email: d.green@globaltechcorporation.com), or such other address as the Corporation shall notify the Holders of at least ten (10) Business Days prior to the effective date of such change in record address, or any other Transfer Agent authorized to serve as transfer agent and registrar of the Series A Preferred Stock, with a copy to (which shall not constitute notice) The Loev Law Firm, PC, Attn: David M. Loev, Esq., 6300 West Loop South, Suite 280, Bellaire, Texas 77401, Fax: (713) 524-4122, Email: dloev@loevlaw.com). Upon receipt by the Corporation (or the Transfer Agent) of a facsimile or emailed copy of a Notice of Conversion from a Holder, the Corporation (or the Transfer Agent) shall promptly send, via facsimile or email, a confirmation to such Holder stating that the Notice of Conversion has been received, the date upon which the Corporation (or the Transfer Agent) expects to deliver the Common Stock issuable upon such conversion and the name and telephone number of a contact person at the Corporation (or the Transfer Agent) regarding the Option Conversion. The Holder shall surrender, or cause to be surrendered, the Preferred Stock Certificates being converted, duly endorsed, to the Corporation (or the Transfer Agent) at the address listed above within three Business Days of delivering the fully executed Notice of Conversion, if any. The Corporation (or the Transfer Agent) shall not be obligated to issue shares of Common Stock upon an Option Conversion if the Shares so converted have been evidenced by a Preferred Stock Certificate, unless either (x) the Preferred Stock Certificates; or (y) the Lost Certificate Materials described in Section 12, below have been previously received by the Corporation or its Transfer Agent, in the event any Preferred Stock Certificates were issued in connection with the applicable Shares converted. In the event the Holder has lost or misplaced the certificates evidencing the Preferred Stock, the Holder shall be required to provide the Corporation or the Corporation’s Transfer Agent (as applicable) with whatever reasonable documentation and fees each may require to re-issue the Preferred Stock Certificates and shall be required to provide such re-issued Preferred Stock Certificates to the Corporation (or the Transfer Agent) within three (3) Business Days of delivering the Notice of Conversion. Unless the Option Conversion Shares are covered by a valid and effective registration under the Securities Act or the Notice of Conversion provided by the Holder includes a valid opinion from an attorney stating that such shares of Common Stock issuable in connection with the Notice of Conversion can be issued free of restrictive legend, which shall be determined by the Corporation (or the Transfer Agent) in its sole discretion, such shares shall be issued as Restricted Shares.
(c) Delivery of Common Stock upon Option Conversion. Upon the receipt of a Notice of Conversion, the Corporation (itself, or through its Transfer Agent) shall, no later than the third Business Day following the date of such receipt (subject to the surrender of the Preferred Stock Certificates by the Holder within the period described in Section 4.1(b) or, in the case of lost, stolen or destroyed certificates, after provision of the Lost Certificate Materials, to the extent the Shares so converted are evidenced by Preferred Stock Certificates) (the “Delivery Period”), issue and deliver (i) (i.e., deposit with a nationally recognized overnight courier service postage prepaid) to the Holder or its nominee (x) an ownership notice showing a certificate representing the Option Conversion Shares and (y) a certificate representing the number of shares of Series A Preferred Stock not being converted, if any; or (ii) if the Shares are held in book-entry, non-certificated format, notice and confirmation of the issuance in book-entry format of the Option Conversion Shares and the remaining number of Series A Preferred Stock shares held by the Holder.
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(d) Failure to Provide Preferred Stock Certificates. In the event the Holder provides the Corporation with a Notice of Conversion, but fails to provide the Corporation with the Preferred Stock Certificates or the Lost Certificate Materials (as defined in Section 12 below), to the extent such converted shares of Series A Preferred Stock were originally issued in certificated form, by the end of the Delivery Period, the Notice of Conversion shall be considered void and the Corporation shall not be required to comply with such Notice of Conversion.
4.2 Automatic Conversion.
(a) Each share of Preferred Stock, shall automatically and without any required action by any Holder, be converted into that number of fully-paid, non-assessable shares of Common Stock on the Automatic Conversion Date, by dividing the Stated Value of such share of Series A Preferred Stock, by the applicable Automatic Conversion Price (a “Automatic Conversion” and together with an Optional Conversion, a “Conversion”).
(b) Following an Automatic Conversion, the Corporation shall within three (3) Business Days, notify each Holder that an Automatic Conversion has occurred, at the address of each Holder which the Corporation then has on record (a “Automatic Conversion Notice”), provided that the Corporation is not required to receive any confirmation that such Automatic Conversion Notice was received by Holder, but instead assuming such Automatic Conversion Notice was sent to the address which the Corporation then has on record for such Holder, the Automatic Conversion Notice shall be treated as received by the Holder for all purposes on the third (3rd) Business Day following the date such notice was sent by the Corporation (the “Automatic Conversion Notice Reception Date”). Within ten (10) Business Days following the Automatic Conversion Notice Reception Date, the Corporation shall pay each Holder the total amount of accrued and unpaid Dividends on such Preferred Stock, if any (the “Automatic Conversion Dividends”), and issue to each Holder all shares of Common Stock which such Holder is due in connection with the Automatic Conversion (the “Automatic Conversion Shares”, and together with the Optional Conversion Shares, the “Conversion Shares”) and promptly deliver such Automatic Conversion Shares to the address of Holder which the Corporation then has on record (“Delivery”). The Automatic Conversion Shares issuable in connection with an Automatic Conversion shall be fully-paid, non-assessable shares of Common Stock. Unless the Holder provides a valid opinion from an attorney stating that such Automatic Conversion Shares can be issued free of restrictive legend, which shall be determined by the Corporation in its sole discretion, prior to the issuance date of such Automatic Conversion Shares, such Automatic Conversion Shares shall be issued as Restricted Shares.
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(c) The issuance and Delivery by the Corporation of the Automatic Conversion Shares shall fully discharge the Corporation from any and all further obligations under the Preferred Stock and shall automatically, and without any required action by the Corporation or the Holder, result in the cancellation, termination and invalidation of any outstanding Preferred Stock and Preferred Stock Certificates held by Holder or his, her or its assigns and shall upon the payment of the Automatic Conversion Dividends, fully discharge any and all requirement for the Corporation to pay such Dividends, which Preferred Stock shall cease accruing Dividends upon an Automatic Conversion.
(d) The Corporation and/or the Corporation’s Transfer Agent shall be authorized to take whatever action necessary, if any, following the issuance and Delivery of the Automatic Conversion Shares to reflect the cancellation of the Preferred Stock subject to the Automatic Conversion, which shall not require the approval and/or consent of any Holder, and provided that by agreeing to the terms and conditions of this Designation and the acceptance of the Preferred Stock, each Holder hereby agrees to release the Corporation and the Corporation’s Transfer Agent from any and all liability whatsoever in connection with the cancellation of the Preferred Stock following an Automatic Conversion, regardless of the return to the Corporation or the Transfer Agent of any certificates representing such Preferred Stock, which as stated above, shall be automatically cancelled upon the issuance of such Automatic Conversion Shares (a “Cancellation”).
(e) Notwithstanding the above, each Holder, by accepting such Preferred Stock Certificates and/or Shares hereby covenants that it will, whenever and as reasonably requested by the Corporation and the Transfer Agent, at its sole cost and expense, do, execute, acknowledge and deliver any and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as the Corporation or the Transfer Agent may reasonably require in order to complete, insure and perfect the Cancellation, if such may be reasonably required by the Corporation and/or the Corporation’s Transfer Agent.
(f) In the event that the Delivery of any Automatic Conversion Shares is unsuccessful and/or any Holder fails to accept such Automatic Conversion Shares, such Automatic Conversion Shares shall be held by the Corporation and/or the Transfer Agent in trust and shall be released to such Holder upon reasonable evidence to the Corporation or the Transfer Agent that such Holder is the legal owner of such Automatic Conversion Shares, provided that the Holder’s failure to accept such Automatic Conversion Shares and/or the Corporation’s inability to Deliver such shares shall in no event effect the validity of the Cancellation.
4.3 The Automatic Conversion Right shall supersede and take priority over the Holder’s Optional Conversion Right in the event that there are any conflicts between such rights.
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4.4 Fractional Shares. If any Conversion of Series A Preferred Stock would result in the issuance of a fractional share of Common Stock (aggregating all shares of Series A Preferred Stock being converted), then such fractional share shall be rounded up to the nearest whole share of Common Stock. In the event multiple Conversions would result in the Holder being issued an unequitable number of shares of Common Stock due to rounding, the Corporation reserves the right to keep an accounting of the fractional shares of Common Stock due and aggregate multiple fractional shares into whole shares prior to issuance to the Holder.
4.5 Taxes. The Corporation shall not be required to pay any tax which may be payable in respect to any transfer involved in the issue and delivery of shares of Common Stock upon Conversion in a name other than that in which the shares of the Series A Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the Person requesting such issue or delivery has paid to the Corporation the amount of any such tax, or has established, to the satisfaction of the Corporation, that such tax has been paid. The Corporation shall withhold from any payment due whatsoever in connection with the Series A Preferred Stock any and all required withholdings and/or taxes the Corporation, in its sole discretion deems reasonable or necessary, absent an opinion from Holder’s accountant or legal counsel, acceptable to the Corporation in its sole determination, that such withholdings and/or taxes are not required to be withheld by the Corporation.
4.6 No Impairment. The Corporation will not through any reorganization, transfer of assets, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion rights of the Holders of Series A Preferred Stock against impairment. Notwithstanding the foregoing, nothing in this Section shall prohibit the Corporation from amending its Articles of Incorporation with the requisite consent of its shareholders and the Board, provided that such amendment will not prohibit the Corporation from having sufficient authorized shares of Common Stock to permit conversion hereunder.
4.7 Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock, the Corporation will use its commercially reasonable efforts to take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.
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4.8 Retirement of Reacquired Shares. Any shares of Series A Preferred Stock converted into shares of Common Stock as contemplated herein shall be retired and canceled promptly after the acquisition thereof.
4.9 Preferred Share Register. The Corporation (or any duly appointed Transfer Agent) shall maintain at its principal executive offices (or such other office or agency of the Corporation as it may designate by notice to the holders of shares of Series A Preferred Stock), a register for Series A Preferred Stock, in which the Corporation shall record the name and address of the Persons in whose name Series A Preferred Stock have been issued, as well as the name and address of each transferee. The Corporation may treat the person in whose name any Series A Preferred Stock is registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any properly made transfers.
5. Adjustments for Recapitalizations . ****
5.1 Equitable Adjustments for Recapitalizations. (a) The Stated Value (the “Preferred Stock Adjustable Provisions”); (b) the Conversion Price (as applicable) (the “Common Stock Adjustable Provisions”), and (c) any and all other terms, conditions, amounts and provisions of this Designation which (i) pursuant to the terms of this Designation provide for equitable adjustment in the event of a Recapitalization (the “Other Equitable Adjustable Provisions”); or (ii) the Board of Directors determines in their reasonable good faith judgment is required to be equitably adjusted in connection with any Recapitalizations, shall each be subject to equitable adjustment as provided in Sections 5.2 through 5.3, below, as determined by the Board of Directors in their sole and reasonable discretion.
5.2 Adjustments for Subdivisions or Combinations of Common Stock. In the event the outstanding shares of Common Stock shall be subdivided (by stock split, by payment of a stock dividend or otherwise), into a greater number of shares of Common Stock, without a corresponding subdivision of the Series A Preferred Stock, the applicable Common Stock Adjustable Provisions and the Other Equitable Adjustable Provisions (if any) in effect immediately prior to such subdivision shall, concurrently with the effectiveness of such subdivision, be proportionately and equitably adjusted, as determined by the reasonable good faith determination of the Board of Directors. In the event the outstanding shares of Common Stock shall be combined (by reclassification or otherwise) into a lesser number of shares of Common Stock, without a corresponding combination of the Series A Preferred Stock, the Common Stock Adjustable Provisions and the Other Equitable Adjustable Provisions (if any) in effect immediately prior to such combination shall, concurrently with the effectiveness of such combination, be proportionately and equitably adjusted, as determined by the reasonable good faith determination of the Board of Directors.
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5.3 Adjustments for Subdivisions or Combinations of Series A Preferred Stock. In the event the outstanding shares of Series A Preferred Stock shall be subdivided (by stock split, by payment of a stock dividend or otherwise), into a greater number of shares of Series A Preferred Stock, the applicable Common Stock Adjustable Provisions and the Other Equitable Adjustable Provisions (if any) in effect immediately prior to such subdivision shall, concurrently with the effectiveness of such subdivision, be proportionately and equitably adjusted, as determined by the reasonable good faith determination of the Board of Directors. In the event the outstanding shares of Series A Preferred Stock shall be combined (by reclassification or otherwise) into a lesser number of shares of Series A Preferred Stock, the applicable Common Stock Adjustable Provisions and the Other Equitable Adjustable Provisions (if any) in effect immediately prior to such combination shall, concurrently with the effectiveness of such combination, be proportionately and equitably adjusted, as determined by the reasonable good faith determination of the Board of Directors. Provided however that the result of any concurrent adjustment in the Common Stock (as provided under Section 5.2) and any series of Series A Preferred Stock (as provided under Section 5.3) shall only be to affect the equitable adjustable provisions hereof once.
5.4 Adjustments for Reclassification, Exchange and Substitution. If the Common Stock issuable upon Conversion of the Series A Preferred Stock shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for above), then, in any such event, in lieu of the number of shares of Common Stock which the holders would otherwise have been entitled to receive, each holder of such Series A Preferred Stock shall have the right thereafter to convert such shares of Series A Preferred Stock into a number of shares of such other class or classes of stock which a holder of the number of shares of Common Stock deliverable upon Conversion of such Series A Preferred Stock immediately before that change would have been entitled to receive in such reorganization or reclassification, all subject to further adjustment as provided herein with respect to such other shares.
5.5 Other Adjustments. The Board of Directors shall also adjust equitably, and shall have the right to adjust equitably, any or all of the Common Stock Adjustable Provisions, Preferred Stock Adjustable Provisions or Other Equitable Adjustable Provisions from time to time, if the Board of Directors determine in their reasonable good faith judgment that such values and/or provisions are required to be equitably adjusted in connection with any Corporation action.
5.6 Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 5, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each Holder a notice setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the reasonable written request at any time of any Holder, furnish or cause to be furnished to such Holder a like certificate setting forth (i) such adjustments and readjustments, and (ii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of the Series A Preferred Stock.
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6. Voting. ****
6.1 General. The Series A Preferred Stock shall not have any voting rights, including, but not limited to any series voting rights, except as explicitly set forth in Section 6.2 and under Section 7, below.
6.2 Amendments to This Designation. This Designation may be amended with the consent of the Board of Directors and a Simple Majority, and no amendment hereof shall require the vote or approval of any other shareholders of the Corporation, including, but not limited to Common Stock holders or any holders of any other series of Preferred Stock of the Corporation.
7. Protective Provisions. ****
7.1 For so long as any Series A Preferred Stock Shares are outstanding, the Corporation shall not, without first obtaining the approval (at a meeting duly called or by written consent, as provided by law) of a Simple Majority:
(a) Increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series A Preferred Stock of the Corporation;
(b) Adopt or authorize any new designation of any Preferred Stock or Capital Stock or amend the Articles of Incorporation of the Corporation in a manner which (i) provides any holder of Common Stock or Preferred Stock any rights upon a liquidation of the Corporation which are prior and superior to those of the Holders of the Series A Preferred Stock as set forth herein; or (ii) adversely affects the rights, preferences and privileges of the Series A Preferred Stock (provided that no (1) increase in the number of authorized shares of Common Stock or Preferred Stock of the Corporation; or (2) designation of a new series of Preferred Stock of the Corporation which has rights junior or pari passu (except in the event of a Liquidation Event, in which case the rights of the Series A Preferred Stock shall be senior) to the Series A Preferred Stock shall be deemed to adversely affect the rights, preferences and privileges of the Series A Preferred Stock);
(c) Effect an exchange, or create a right of exchange, cancel, or create a right to cancel, of all or any part of the shares of another class of shares into shares of Series A Preferred Stock;
(d) Alter or change the rights, preferences or privileges of the shares of Series A Preferred Stock so as to affect adversely the shares of such series; or
(e) Issue any shares of Series A Preferred Stock, except pursuant to the terms of the Exchange Agreement.
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Notwithstanding the above, the number of authorized shares of the Common Stock or Preferred Stock of the Corporation (or any other designations of Preferred Stock of the Corporation other than the Series A Preferred Stock) may be increased or decreased by the affirmative vote of the holders of a majority in voting power of the capital stock of the Corporation entitled to vote thereon irrespective of the provisions of the NRS, and no vote of the holders of any of the Common Stock or Series A Preferred Stock voting separately as a class shall be required therefor.
8. Redemption. The Shares shall not have any redemption rights.
9. Notices.
9.1 In General. Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally, by nationally recognized overnight carrier or by confirmed facsimile or email transmission, and shall be effective, unless otherwise provided herein, three days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile transmission, in each case addressed to a party. The addresses for such communications are (i) if to the Corporation to, Attn: Dana F. Green, 3550 Barron Way Suite 13a, Reno, NV 89511, Email: d.green@globaltechcorporation.com, or such other address as the Corporation shall notify the Holders of at least ten (10) Business Days prior to the effective date of such change in record address, with a copy to (which shall not constitute notice), The Loev Law Firm, PC, Attn: David M. Loev, 6300 West Loop South, Suite 280, Bellaire, Texas 77401, Fax: (713) 524-4122, Email: dloev@loevlaw.com, and (ii) if to any Holder to the address set forth in the records of the Corporation or its Transfer Agent, as applicable, or such other address as may be designated in writing hereafter, in the same manner, by such person.
9.2 Notices of Record Date. In the event that the Corporation shall propose at any time:
(a) to effect any reclassification or recapitalization of its Common Stock outstanding involving a change in the Common Stock; or
(b) to voluntarily liquidate or dissolve;
then, in connection with each such event, the Corporation shall send to the Holders of the Series A Preferred Stock at least ten (10) Business Days’ prior written notice of the date on which a record shall be taken for such Distribution (and specifying the date on which the holders of Common Stock shall be entitled thereto and, if applicable, the amount and character of such Distribution) or for determining rights to vote in respect of the matters referred to in (a) and (b) above.
Such written notice shall be given by first class mail (or express courier), postage prepaid, addressed to the holders of Series A Preferred Stock at the address for each such Holder as shown on the books of the Corporation and shall be deemed given on the date such notice is mailed.
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The notice provisions set forth in this section may be shortened or waived prospectively or retrospectively by the vote or written consent of the holders of a Simple Majority, voting together as a single class.
10. No Preemptive Rights. No Holder shall have the right to purchase shares of capital stock of the Corporation sold or issued by the Corporation except to the extent that such right may from time to time be set forth in a written agreement between the Corporation and such shareholder.
11. Reports. The Corporation shall mail to all holders of Series A Preferred Stock those reports, proxy statements and other materials that it mails to all of its holders of Common Stock.
12. Uncertificated Shares; Certificated Shares; Lost Certificates.
12.1 Uncertificated Shares. Unless otherwise requested in writing by a Holder to the Corporation, the shares of Series A Preferred Stock and any shares of Common Stock issued upon conversion thereof shall be in uncertificated, book entry form as permitted by the bylaws of the Corporation and Nevada law. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof an ownership notice setting forth such information regarding the securities of the Corporation held by the Holder as is required by Nevada law.
12.2 Replacement Preferred Stock Certificates. In the event that a Holder requests certificated shares, and any Holder notifies the Corporation that a Preferred Stock Certificate evidencing shares of Series A Preferred Stock has been lost, stolen, destroyed or mutilated, the Corporation shall issue a replacement stock certificate evidencing the Series A Preferred Stock identical in tenor and date (or if such certificate is being issued for shares not covered in a redemption or conversion, in the applicable tenor and date) to the original Preferred Stock Certificate evidencing the Series A Preferred Stock, provided that the Holder executes and delivers to the Corporation and/or its Transfer Agent, as applicable, an affidavit of lost stock certificate and an agreement reasonably satisfactory to the Corporation and its Transfer Agent to indemnify the Corporation from any loss incurred by it in connection with such Series A Preferred Stock certificate, and provides the Corporation and/or its Transfer Agent such other information, documents and if applicable, bonds and indemnities as the Corporation or its Transfer Agent customarily requires for reissuances of stock certificates (collectively the “Lost Certificate Materials”); provided, however, the Corporation shall not be obligated to re-issue replacement stock certificates if the Holder contemporaneously requests the Corporation to convert or redeem the full number of shares evidenced by such lost, stolen, destroyed or mutilated certificate.
13. No Other Rights or Privileges. Except as specifically set forth herein, the Holders of the Series A Preferred Stock shall have no other rights, privileges or preferences with respect to the Series A Preferred Stock.
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14. Construction. When used in this Designation, unless a contrary intention appears: (i) a term has the meaning assigned to it; (ii) “or” is not exclusive; (iii) “including” means including without limitation; (iv) words in the singular include the plural and words in the plural include the singular, and words importing the masculine gender include the feminine and neuter genders; (v) any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; (vi) the words “hereof”, “herein” and “hereunder” and words of similar import when used in this Designation shall refer to this Designation as a whole and not to any particular provision hereof; (vii) references contained herein to Article, Section, Schedule and Exhibit, as applicable, are references to Articles, Sections, Schedules and Exhibits in this Designation unless otherwise specified; (viii) references to “dollars”, “Dollars” or “$” in this Designation means United States dollars; (ix) reference to a particular statute, regulation or law means such statute, regulation or law as amended or otherwise modified from time to time; (x) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein); (xi) unless otherwise stated in this Designation, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”; (xii) references to “days” means calendar days; and (xiii) the paragraph and section headings contained in this Designation are for convenience only, and shall in no manner affect the interpretation of any of the provisions of this Designation.
15. Headings. The headings of the paragraphs of this Certificate of Designation are for convenience of reference only and shall not define, limit or affect any of the provisions hereof.
16. Record Holders. To the fullest extent permitted by applicable law, the Corporation may deem and treat the record holder of any share of Series A Preferred Stock as the absolute owner of such share of Series A Preferred Stock for the purpose of making any payment and settling any conversion or redemption of such share of Series A Preferred Stock and for all other purposes under this Certificate of Designation, and the Corporation shall not be affected by any notice to the contrary; provided that, to the fullest extent permitted by applicable law, (i) no Person that has received any share of Series A Preferred Stock in violation of the Stockholders’ Agreement shall be deemed a record holder of any share of Series A Preferred Stock, (ii) the Transfer Agent, Registrar, Paying Agent and Conversion Agent, as applicable, shall not, unless otherwise directed by the Corporation, recognize any such Person as a record holder of such share of Series A Preferred Stock, and (iii) the Person in whose name such share of Series A Preferred Stock was registered immediately prior to such transfer shall remain the record holder of such share of Series A Preferred Stock.
17. Severability. If any term of this Certificate of Designation is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other terms set forth herein that can be given effect without the invalid, unlawful or unenforceable term will, nevertheless, remain in full force and effect, and no term herein set forth will be deemed dependent upon any other such term unless expressed stated herein.
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18. Withholding. All payments and distributions (or deemed distributions) on the shares of Series A Preferred Stock (and any share of Common Stock issued upon the conversion of any share of Series A Preferred Stock) shall be subject to withholding and backup withholding of taxes to the extent required by applicable law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by the Holders to the extent timely paid by the Corporation or the Transfer Agent to the appropriate taxing authority.
19. Transfer Restrictions. The Shares shall not be Transferred by any Initial Holder. “Transfer” means directly or indirectly (a) offering for sale, selling, pledging, hypothecating, transferring, assigning or otherwise disposing of (or enter into any transaction or device that is designed to, or could be expected to, result in the sale, pledge, hypothecation, transfer, assignment or other disposition at any time) (including, without limitation, by operation of law); or (b) entering into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the benefits or risks of ownership of the applicable securities, whether any such transaction is to be settled by delivery of securities or other securities, in cash or otherwise. In furtherance of the foregoing, the Corporation and its Transfer Agent are hereby authorized (i) to decline to make any Transfer of Shares if such Transfer would constitute a violation or breach of this Section 19; and (ii) to imprint on any certificate representing Shares (and/or any book-entry statement) with a legend describing the restrictions contained herein, as described below:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATION OF SUCH SERIES A CONVERTIBLE PREFERRED STOCK. THESE SHARES MAY NOT BE SOLD, EXCEPT IN COMPLIANCE WITH THAT CERTIFICATE OF DESIGNATION.
Any attempted transfer in violation of the terms of this Section 19 shall be void ab initio.
20. Miscellaneous.
20.1 Further Assurances. Each Holder hereby covenants that, in consideration for receiving shares of Series A Preferred Stock, that he, she or it will, whenever and as reasonably requested by the Corporation, do, execute, acknowledge and deliver any and all such other and further acts, deeds, confirmations, agreements and documents as the Corporation or its Transfer Agent may reasonably require in order to complete, insure and perfect any of the terms, conditions or provisions of this Designation.
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20.2 Technical, Corrective, Administrative or Similar Changes. The Corporation may, by any means authorized by law and without any vote of the Holders of shares of the Series A Preferred Stock, make technical, corrective, administrative or similar changes in this Designation that do not, individually or in the aggregate, adversely affect the rights or preferences of the Holders of shares of the Series A Preferred Stock.
20.3 Waiver/Amendment. Notwithstanding any provision in this Designation to the contrary, any provision contained herein and any right of the holders of Series A Preferred Stock granted hereunder may be waived and/or amended as to all shares of Series A Preferred Stock (and the Holders thereof) upon the written consent of a Simple Majority, together with the approval of the Board of Directors, as described in Section 6.2.
20.4 Interpretation. Whenever possible, each provision of this Designation shall be interpreted in a manner as to be effective and valid under applicable law and public policy. If any provision set forth herein is held to be invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions of this Designation. No provision herein set forth shall be deemed dependent upon any other provision unless so expressed herein. If a court of competent jurisdiction should determine that a provision of this Designation would be valid or enforceable if a period of time were extended or shortened, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.
20.5 No Other Rights. Except as may otherwise be required by law, the shares of the Series A Preferred Stock shall not have any powers, designation, preferences or other special rights, other than those specifically set forth in this Designation.
21. Definitions. In addition to other terms defined throughout this Designation, the following terms have the following meanings when used herein:
21.1 “Applicable Law” means any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, decree, permit, requirement, or other governmental restriction or any similar form of decision of, or any provision or condition issued under any of the foregoing by, or any determination by any governmental authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including, without limitation, all of the terms and provisions of the common law of such governmental authority), as interpreted and enforced at the time in question, including, but not limited to the NRS.
21.2 “Automatic Conversion Date” means the earlier of (a) the Uplisting Date, or (b) the last day of the Optional Conversion Period.
21.3 “Automatic Conversion Price” means for (1) an Automatic Conversion occurring on the Uplisting Date, (a) the Opening Sales Price on the Uplisting Date of the Common Stock on the applicable Exchange, multiplied by (b) 0.80; and (2) for an Automatic Conversion occurring on the last day of the Optional Conversion Period, the greater of (x)(a) the Opening Sales Price on the Uplisting Date of the Common Stock on the applicable Exchange, multiplied by (b) 0.80; and (y) $2.50, each as equitably adjusted, as applicable pursuant to Section 5.
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21.4 “Board” or “Board of Directors” means the Board of Directors of the Corporation.
21.5 “Business Day” means any day except Saturday, Sunday or any day on which banks are authorized by law to be closed in the city in which the Corporation has its principal place of business.
21.6 “Capital Stock” shall mean any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) shares issued by the Corporation, including the Common Stock and the Corporation’s preferred stock, par value $0.0001 per share.
21.7 “Code” means the U.S. Internal Revenue Code of 1986, as amended.
21.8 “Common Stock” means the common stock, $0.0001 par value per share of the Corporation.
21.9 “Conversion Price” means the Automatic Conversion Price or Optional Conversion Price, as applicable, as equitably adjusted, as applicable pursuant to Section 5.
21.6 “Distribution” means the transfer of cash or other property without consideration whether by way of dividend or otherwise (other than dividends on Common Stock payable in Common Stock), or the purchase or redemption of shares of the Corporation for cash or property other than repurchases of Common Stock (or securities convertible into Common Stock) approved by the Corporation’s Board.
21.7 “Exchange” means either (a) The Nasdaq Capital Market; (b) Nasdaq Global Market; or (c) NYSE American.
21.8 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
21.9 “Exchange Agreement” means that certain share exchange agreement entered into between the Initial Holders, 123 Investments Limited, a private limited company registered under the laws of England and Wales and the Corporation, as such may be further amended, restated, modified and changed, pursuant to which the Initial Holders received shares of Series A Preferred Stock.
21.10 “Holder” means the Person in which the Series A Preferred Stock is registered on the books of the Corporation, which shall initially be the Initial Holders, and shall thereafter, shall be permitted and legal assigns which the Corporation is notified of by the Holders and have consented to such transfers in writing, which consent shall not be unreasonably withheld, conditioned or delayed, which Holders shall provide a valid legal opinion in connection therewith to the Corporation and to whom such Series A Preferred Stock Shares are legally transferred.
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21.11 “Indebtedness” shall mean any indebtedness (including principal and premium) in respect of borrowed money.
21.12 “Initial Holders” means the initial holders of the Series A Preferred Stock of the Corporation.
21.13 “Opening Sales Price” means the initial sales price of the Common Stock on the Exchange as reported by NASDAQ.com (or a comparable reporting service of national reputation selected by the Corporation and reasonably acceptable to a Simple Majority of the Holders if NASDAQ.com is not then reporting closing sales prices the Common Stock) (collectively, “NASDAQ.com”), or if the foregoing does not apply, the initial reported sales price of such security on a national exchange or in the over-the-counter market on the electronic bulletin board for such security as reported by NASDAQ.com, or, if no such price is reported for such security by NASDAQ.com, the average of the bid prices of all market makers for such security as reported in the “pink sheets” by the National Quotation Bureau, Inc., in each case for such date or, if such date was not a Trading Day for such security, on the next preceding date that was a Trading Day. If the Opening Sales Price cannot be calculated for such security as of either of such dates on any of the foregoing bases, the Opening Sales Price of such security on such date shall be the fair market value as reasonably determined in good faith by the Board of Directors.
21.14 “Optional Conversion Date” means March 31, 2026, unless as of such March 31, 2026 date, an application for the uplisting of the Common Stock on an Exchange is pending with the Exchange, in which case the Option Conversion Date shall be June 1, 2026, unless the Uplisting Date has occurred prior to such date, in which case there shall be no Optional Conversion Date.
21.15 “Optional Conversion Price” means the greater of (x)(a) the initial sales price on the Optional Conversion Date of the Common Stock on the applicable Exchange multiplied by (b) 0.80; and (y) $2.00, as equitably adjusted, as applicable pursuant to Section 5.
21.16 “Optional Conversion Period” means the period from the Optional Conversion Date to the date which falls sixty (60) days thereafter.
21.17 “Original Issue Date” means the date on which each applicable Share of Series A Preferred Stock is originally issued.
21.18 “Preferred Stock” means all shares of the Corporation’s issued and outstanding preferred stock.
21.19 “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.
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21.20 “Principal Market” shall mean (A) the Exchange, or (B) in the event that the shares of Common Stock are not listed or quoted on the Exchange, the principal United States or foreign national securities exchange on which the shares of Common Stock are so listed or quoted, or if the shares of Common Stock are not so listed or quoted on a United States or foreign national securities exchange, the OTCQX Market, or if the Common Stock is not quoted on the OTCQX Market, the OTCQB Market, or if the Common Stock is not quoted on the OTCQB Market, the OTC Pink Market, as applicable.
21.21 “Preferred Stock Certificates” means the stock certificate(s) issued by the Corporation representing the applicable Series A Preferred Stock shares.
21.22 “Recapitalization” means any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event described in Sections 5.2 through 5.4.
21.23 “Restricted Shares” **** means shares of the Corporation’s Common Stock which are restricted from being transferred by the Holder thereof unless the transfer is effected in compliance with the Securities Act and applicable state securities laws (including investment suitability standards, which shares shall bear the following restrictive legend (or one substantially similar)):
The securities represented by this certificate have not been registered under the Securities Act of 1933 or any state securities act. The securities have been acquired for investment and may not be sold, transferred, pledged or hypothecated unless (i) they shall have been registered under the Securities Act of 1933 and any applicable state securities act, or (ii) the corporation shall have been furnished with an opinion of counsel, satisfactory to counsel for the corporation, that registration is not required under any such acts.
21.24 “Securities Act” means the Securities Act of 1933, as amended (and any successor thereto) and the rules and regulations promulgated thereunder.
21.25 “Shares” shall mean issued and outstanding shares of Series A Preferred Stock.
21.26 “Simple Majority” means the holders of at least a majority of the issued and outstanding shares of Series A Preferred Stock.
21.27 “Stated Value” is $100 per Share, as adjusted for Recapitalizations.
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21.28 “Trading Day” means a day on which the Common Stock (a) is listed or quoted and traded on a Principal Market, or (b) if the Common Stock is not then listed or quoted and traded on a Principal Market, then a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTCQX market maintained by OTC Market Group, Inc., or (c) if the Common Stock is not then listed or quoted and traded on the OTCQX market, then a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTCQB market maintained by OTC Market Group, Inc., or (d) if the Common Stock is not then reported by the OTCQB market, a day on which the Common Stock is quoted in the over-the-counter market as reported in the “pink sheets” maintained by OTC Market Group, Inc. (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (a), (b), (c) or (d) hereof, then Trading Day means a Business Day.
21.29 “Transfer Agent” means initially, the Corporation, which will be serving as its own transfer agent for the Series A Preferred Stock, but at the option of the Corporation from time to time, may also mean any transfer agent which the Corporation may use for its Series A Preferred Stock.
21.30 “Uplisting Date” means the date that the Corporation’s Common Stock is approved for listing on, and commences trading on, an Exchange.
——————————————————————————
NOW THEREFORE BE IT RESOLVED, that the Designation is hereby approved, affirmed, confirmed, and ratified; and it is further
RESOLVED, that each officer of the Corporation be and hereby is authorized, empowered and directed to execute and deliver, in the name of and on behalf of the Corporation, any and all documents, and to perform any and all acts necessary to reflect the Board of Directors approval and ratification of the resolutions set forth above; and it is further
RESOLVED, that in addition to and without limiting the foregoing, each officer of the Corporation and the Corporation’s attorney be and hereby is authorized to take, or cause to be taken, such further action, and to execute and deliver, or cause to be delivered, for and in the name and on behalf of the Corporation, all such instruments and documents as he may deem appropriate in order to effect the purpose or intent of the foregoing resolutions (as conclusively evidenced by the taking of such action or the execution and delivery of such instruments, as the case may be) and all action heretofore taken by such officer in connection with the subject of the foregoing recitals and resolutions be, and it hereby is approved, ratified and confirmed in all respects as the act and deed of the Corporation; and it is further
RESOLVED, that this Designation may be executed in several counterparts, each of which is an original; that it shall not be necessary in making proof of this Designation or any counterpart hereof to produce or account for any of the other.
[Remainder of page left intentionally blank. Signature page follows.]
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IN WITNESS WHEREOF, the Corporation has unanimously approved and caused this **“**Certificate of Designation of GlobalTech Corporation Establishing the Designations, Preferences, Limitations and Relative Rights of Its Convertible Series A Preferred Stock , ” to be duly executed and approved as of November 24, 2025.
| GlobalTech Corporation |
|---|
| /s/ Dana F. Green |
| Dana F. Green |
| Chief Executive Officer |
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Exhibit A
NOTICE OF CONVERSION
This Notice of Conversion is executed by the undersigned holder (the “Holder”) in connection with the conversion of shares of the Series A Convertible Preferred Stock of GlobalTech Corporation, a Nevada corporation (the “Corporation”), pursuant to the terms and conditions of that certain Certificate of Designations of GlobalTech Corporation Establishing the Designations, Preferences, Limitations and Relative Rights of Its Convertible Series A Preferred Stock (the “Designation”), approved by the Board of Directors of the Corporation on November 19, 2025. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Designation.
Conversion: In accordance with and pursuant to such Designation, the Holder hereby elects to convert the number of shares of Series A Preferred Stock indicated below into shares of Common Stock of the Corporation as of the date specified below.
| Date of Conversion:<br> <br><br> <br>Number of Preferred Shares Held by Holder:<br> <br><br> <br>Amount Being Converted Hereby:<br> <br><br> <br>Conversion Price:__________________<br> <br><br> <br>Common Stock Shares Due:<br> <br><br> <br>Preferred Shares of this Series Held After Conversion: |
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Delivery of Shares: Pursuant to this Notice of Conversion, the Corporation shall deliver the applicable number of shares of Common Stock (the “Shares”) issuable in accordance with the terms of the Designation. If Shares are to be issued in the name of a person other than the Holder, the Holder will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Corporation in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any. The Holder acknowledges and confirms that the Shares issued pursuant to this Notice of Conversion will, to the extent not previously registered by the Corporation under the Securities Act, be Restricted Shares, unless the Shares are covered by a valid and effective registration under the Securities Act or this Notice of Conversion includes a valid opinion from an attorney stating that such Shares can be issued free of restrictive legend, which shall be determined by the Corporation in its sole discretion.
If stock certificates are to be issued, they shall be issued in the following name and to the following address:
________________________________________________________________________
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Authority: Any individual executing this Notice of Conversion on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Notice of Conversion on behalf of such entity.
| _______________________________________<br> <br>(Print Name of Holder)<br> <br><br> <br>By/Sign: _______________________________<br> <br><br> <br>Print Name: ____________________________<br> <br><br> <br>Print Title: _____________________________ |
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global_ex101.htm
EXHIBIT 10.1
SHAREHOLDERS AGREEMENT
THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made as of November 24, 2025, by and between STEPHEN ANDREW BUCK, a citizen of United Kingdom of Great Britian and Northern Ireland, holding passport number ——--, and resident at ——-- (“Buck”) and JOHN PATRICK BYWATER, a citizen of United Kingdom of Great Britian and Northern Ireland, holding passport number ——--, and resident at ——--, United Kingdom (“Bywater”), each an individual (collectively Buck and Bywater, the “Current Shareholders”) and GLOBALTECH CORPORATION, a Nevada corporation (“GlobalTech”) (collectively, GlobalTech and the Current Shareholders, the “Initial Shareholders”, and together with each additional Shareholder of the Company who/which may be made party to this Agreement from time to time, by their execution of an Addendum (hereafter defined), collectively the “Shareholders” and each a “Shareholder”), each, as of the Effective Date (defined below), shareholders of 123 INVESTMENTS LIMITED, a private limited company registered under the laws of England and Wales (the “Company”), and the Company, each a “Party” and collectively the “Parties”.
As described in Section 25 below, this Agreement shall not become effective, or bind any Party hereto, until the Effective Date.
Construction of Terms. As used in this Agreement, the terms “herein,” “herewith,” “hereof” and “hereunder” are references to this Agreement, taken as a whole; the term “includes” or “including” shall mean “including, without limitation;” the word “or” is not exclusive; and references to a “Section,” “subsection,” “clause,” “Exhibit,” “Appendix,” “Schedule,” “Annex” or “Attachment” shall mean a Section, subsection, clause, Exhibit, Appendix, Schedule, Annex or Attachment of this Agreement, as the case may be, unless in any such case the context requires otherwise. Exhibits, Appendices, Schedules, Annexes or Attachments to any document shall be deemed incorporated by reference in such document. All references to or definitions of any agreement, instrument or other document (a) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (b) except as otherwise expressly provided, shall mean such agreement, instrument or document, or replacement or predecessor thereto, as modified, amended, supplemented and restated through the date as of which such reference is made. All references to a law, regulation or ordinance includes any amendment or modification thereof. A reference to a Person includes its successors and permitted assigns. The singular shall include the plural and the masculine shall include the feminine, and vice versa. References to “days” shall mean calendar days. Words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires.
W I T N E S S E T H:
WHEREAS, GlobalTech has entered into a Share Exchange Agreement (as amended and restated from time to time, the “Exchange Agreement”) with the Current Shareholders, pursuant to which, on the Effective Date, GlobalTech will become a shareholder of the Company;
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Shareholders Agreement
WHEREAS, as of the Effective Date, the Shareholders own/will own ordinary issued share capital of the Company (the “Company Share Capital”) as set forth in greater detail on the signature pages hereof (collectively the “Shares”, which term shall also include any and all securities of the Company (including, but not limited to Company Share Capital) which a Shareholder may acquire from time-to-time during the Term of this Agreement, and shall also take into account permitted transfers of Shares, subject to the terms of this Agreement);
WHEREAS, on the date hereof, the Current Shareholders are the sole owners of all of the outstanding shares of the Company and on the Effective Date, the Shareholders will be the sole owners of all of the outstanding shares of the Company; and
WHEREAS, the Shareholders and the Company believe that it is in their mutual best interest to impose certain restrictions and obligations upon themselves and upon the transfer of the Shares, and agree to certain other matters as set forth in greater detail herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, which consideration the Parties each hereby acknowledge and confirm the receipt and sufficiency thereof, the Parties hereto agree as follows:
1. DEFINITIONS. The defined terms in the introductory paragraphs, the defined terms set forth below, and the defined terms in the remainder of this Agreement each have the meaning so given to it whenever used throughout this Agreement:
(a) “90 Day VWAP” means the greater of (i) the average of the VWAPs for the ninety days (for clarification, not the ninety Trading Days) prior to the date of determination; and (ii) $2.50, as adjusted equitably for stock splits, stock dividends and recapitalizations.
(b) “Addendum” has the meaning given to such term in Section 13.
(c) “Affiliate” of a specified Person means any other Person that (at the time when the determination is made) directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person. As used in the foregoing sentence, the term “control” (including, with correlative meaning, the terms “controlling,” “controlled by” and “under common control with”) means the power to direct the management and/or the policies of a Person, directly or indirectly, whether through the ownership of voting shares, by contract or otherwise.
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Shareholders Agreement
(d) “Agreement” means this Shareholders Agreement and any amendments, addendums and supplements hereto.
(e) “Board” means the nominated board of Directors of the Company.
(f) “Business Day” means a day other than (i) a Saturday, (ii) a Sunday or (iii) a day on which commercial banks in Reno, Nevada are authorized or required to be closed for business.
(g) “Business Plan” means the Company’s business plan that the Shareholders will jointly prepare and maintain on an on-going basis with at least annual reviews, updates and approvals in terms of Section 17(l), which business plan will define the operational details of the Company and will include, but not be limited to, items such as budgets, forecasts, capital expenditures, salaries and wages, hours of operation, market information (products, services, pricing, discounts, etc.), and will serve the purpose of giving management direction as to the day-to-day operation of the Company.
(h) “Buyout Pro Rata Portion” means for each Current Shareholder, a fraction, the numerator of which is (i) the total number of Buyout Shares held by such Current Shareholder on the Buyout Notice Date, and the denominator of which is (ii) the total number of Buyout Shares held by all of the Current Shareholders on the Buyout Notice Date.
(i) “Company” has the meaning ascribed to such term in the introductory paragraph of this Agreement.
(j) “Competitor” means any Person who engages, directly or indirectly, in a business similar to that of the Company or GlobalTech or who offers for sale any products or services similar to those offered by the Company or GlobalTech, in each case as determined by a Majority In Interest.
(k) “Credit Facility Deadline” means January 15, 2026, plus the Untimely Financial Delay Days, if any.
(l) “Director” means an individual serving on the Board in accordance with Section 17 of this Agreement.
(m) “Effective Date” means the Closing Date of the Exchange Agreement, as defined in such Exchange Agreement.
(n) “Fair Market Value” means the value of the applicable Shares (i.e., the Company Share Capital) as determined in good faith by a Majority In Interest, taking into account, the assets, liabilities, operations, results of operations (all of which shall be given the values set forth in the Company’s internally prepared financial statements as supplied by the Company, as of a recent date compared to the valuation date, which shall not need to be audited or reviewed by independent accountants or auditors) and Projections, as well as such other items as such Majority In Interest may determine reasonable in its sole discretion. The Fair Market Value as determined by the Majority In Interest as provided herein shall be final and shall bind the Parties hereby. No more than one Fair Market Value shall be determined every year and instead the Parties shall use the Fair Market Value determined within the prior year as the Fair Market Value applicable to any transaction which occurs less than one year from the date of the last calculation of the Fair Market Value, unless a material transaction involving the Company has occurred since the last calculation of the Fair Market Value.
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Shareholders Agreement
(o) “Financial Delivery Date” has the meaning given to such term in the Exchange Agreement.
(p) “Immediate Family Member” means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a person.
(q) “Incapacity” means permanent and total incapacity of an individual Shareholder, as reasonably determined by a Majority In Interest, such that the Shareholder is unable to engage in any substantial gainful activity by reason of any medically determinable mental or physical impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than three (3) months as determined by a licensed medical practitioner.
(r) “GlobalTech Common Stock” means the common stock of GlobalTech, par value US$0.0001 per share.
(s) “GlobalTech Offsetting Expenses” means those expenses of the Company which relate solely to GlobalTech, and which, in the reasonable opinion of GlobalTech, would not be incurred by the Company if it was not majority owned by GlobalTech. For example only, the incremental costs associated with the Company’s compliance with PCAOB auditing requirements over those costs associated with a non-PCAOB auditing requirement shall be included in GlobalTech Offsetting Expenses.
(t) “Net Profits” means an amount (not less than zero) determined as of the end of any applicable period of determination, by subtracting (a) the sum of the Company’s direct expenses associated with such revenues, including, but not limited to taxes, whether paid or accrued, based on the internally prepared financial statements of the Company, reasonably acceptable to GlobalTech, as of and for such applicable period, determined in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied, from (b) the sum of (A) any cash revenues of the Company for such applicable period of determination; and (B) the GlobalTech Offsetting Expenses.
(u) “Majority In Interest” means Shareholders who collectively own and can vote more than fifty percent (50%) of all of the Shares (based on their voting rights for the election of Directors of the Company) subject to this Agreement.
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Shareholders Agreement
(v) “Organizational Documents” means the Company’s certificate of incorporation, Memorandum of Association, Articles of Association, bylaws, operating agreement, company agreement, or other similar document setting forth matters of the governance and affairs of the Company.
(w) “PCAOB” means U.S. Public Company Accounting Oversight Board.
(x) “Permitted Transfer” means a Transfer of Shares described in Section 10 hereof.
(y) “Person” means any natural person, company, general partnership, limited partnership, limited liability company, limited liability partnership, proprietorship, business or statutory trust, trust, union, association, instrumentality, governmental authority or other entity, enterprise, authority, unincorporated organization or business organization.
(z) “Principal Market” means initially the Nasdaq Capital Market and shall also include the New York Stock Exchange, Nasdaq Global Market, Nasdaq Global Select Market, NYSE American, NYSE, the OTCQB, OTCQX, or the OTC Pink Market, whichever is at the time the principal trading exchange or market for the GlobalTech Common Stock, based upon share volume.
(aa) “Pro Rata Portion” means for each Shareholder, a fraction, the numerator of which is (i) the total number of voting shares of Company Share Capital held by such Shareholder on the date of determination (based on their voting rights for the election of Directors of the Company), and the denominator of which is (ii) the total number of voting shares of Company Share Capital of the Company held by all of the Shareholders on the date of determination (based on their voting rights for the election of directors of the Company), in each case (i) and (ii), not including any Company Share Capital which is subject to an Offer, if applicable, except in the case of a Buyout, where the denominator shall instead be all Company Share Capital subject to the Buyout.
(bb) “Projections” means revenue and profit forecasts of the Company, which shall be prepared in good faith by the Company (and which shall be the sole responsibility of the Company to prepare) and approved in writing by a Majority In Interest.
(cc) “Representatives” means, with respect to a Person, such Person’s Affiliates and their respective parents, directors, managers, officers, employees, attorneys, accountants, representatives, financial advisors, lenders, consultants, and other agents.
(dd) “Required Uplisting Date” means December 31, 2025, plus the Untimely Financial Delay Days, if any.
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Shareholders Agreement
(ee) “ROFR Price” means (a) the value of the applicable Shares (i.e., the Company Share Capital) mutually agreed upon between the applicable offering Shareholder (or its, his or her Shareholder’s Representative, as applicable), if any, and the Company, or all of the Remaining Shareholders, as applicable, or (b) if the applicable offering Shareholder, if any, and the Company, or all of the Remaining Shareholders, as applicable, cannot mutually agree, as applicable, on a value for the Shares, the Fair Market Value.
(ff) “Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
(gg) “Shares” has the meaning ascribed to such term in the introductory paragraph of this Agreement.
(hh) “Shareholders” has the meaning ascribed to such term in the introductory paragraph of this Agreement.
(ii) “Super Majority In Interest” means Shareholders who collectively own and can vote more than seventy five percent (75%) of all of the Shares (based on their voting rights for the election of Directors of the Company) subject to this Agreement.
(jj) “Trading Day” means any day on which GlobalTech Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the GlobalTech Common Stock, then on the principal securities exchange or securities market on which GlobalTech Common Stock is then traded or quoted; provided that “Trading Day” shall not include any day on which GlobalTech Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the GlobalTech Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York Time).
(kk) “Transaction Document” means this Agreement, the Exchange Agreement, the Voting Agreement (as defined in the Exchange Agreement) and Lock-Up Agreement (as defined in the Exchange Agreement).
(ll) “Transfer” means to directly or indirectly sell, assign, hypothecate, transfer, pledge, mortgage, convey or in any other way encumber or dispose of Shares and shall be defined to include the process whereby Shares are transferred. The term “Transfer” also includes, but is not limited to, the grant of any proxy, the establishment of any voting trust or any sale, hypothecation, pledge, assignment, or other conveyance, with or without consideration, of any incidence of ownership or title as to any share of the Company’s share capital owned of record or beneficially by a Shareholder, regardless of whether or not record or beneficial title to such shares is thereby transferred.
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Shareholders Agreement
(mm) “Transferee” means the Person to which a Shareholder desires to Transfer Shares.
(nn) “Untimely Financial Delay Days” means the number of calendar days between September 30, 2025, and the Financial Delivery Date, counting day 1 as October 1, 2025, and the Financial Delivery Date as the last day of such period.
(oo) “VWAP” means, for any Trading Day, the volume-weighted average price, calculated by dividing (a) the aggregate value of all shares of GlobalTech Common Stock traded on the Principal Market during regular trading hours, calculated by multiplying the closing price per share of GlobalTech Common Stock on such applicable Trading Day, by the aggregate number of shares of GlobalTech Common Stock traded on such Trading Day, by (b) the total volume (number of shares) of GlobalTech Common Stock traded on the Principal Market for such Trading Day, or if such volume-weighted average price is unavailable, the market value of one share of GlobalTech Common Stock on such Trading Day as determined by the Board of Directors of GlobalTech in a commercially reasonable manner.
(pp) “$” or “US$” means United States dollars.
2. LEGEND. Each certificate or book-entry notation representing Shares issued in certificate form shall have the following legend:
“THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TRANSFER RESTRICTIONS CONTAINED IN A SHAREHOLDERS AGREEMENT, DATED NOVEMBER 24, 2025, BY AND AMONG THE COMPANY AND ITS SHAREHOLDERS, A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE COMPANY. TRANSFERS IN VIOLATION OF THE SHAREHOLDERS AGREEMENT ARE VOID. BY ACCEPTANCE OF THIS CERTIFICATE THE HOLDER HEREOF AGREES TO BE BOUND BY THE TERMS OF THE SHAREHOLDERS AGREEMENT.”
All Shares held by the Shareholders or any and all Permitted Transferees subject to this Agreement and hereafter issued shall bear the same legend, provided that for Shares issued or outstanding in book-entry form the Company shall note such legend in its book-entry records.
3. RESTRICTIONS ON TRANSFER OF SHARES. ****
(a) Except with the written consent of a Super Majority In Interest, no Shareholder shall Transfer any Shares that it, he or she may now or hereafter hold, nor shall any such Shares be transferable except in compliance with the terms of this Agreement. Any Transfer or purported Transfer of any Shares inconsistent with the terms and conditions of this Agreement and not otherwise consented to by a Majority In Interest in writing is void ab initio and transfers no right, title, or interest in or to such Shares to the purported transferee, buyer, assignee, pledgee, or encumbrance holder, except as specifically provided herein.
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Shareholders Agreement
(b) Without limiting any other provision of this Section 3, no Transfer of Shares to a Person who is a Competitor of the Company or a Competitor of GlobalTech, shall be permitted without the prior written consent of GlobalTech.
(c) Notwithstanding the foregoing, none of the restrictions under this Section 3 shall apply with respect to any Permitted Transfer by the Current Shareholders, provided that such assignee enters into an Addendum to this Agreement following such Permitted Transfer. To the extent any Shares are transferred by Current Shareholders in a Permitted Transfer, the recipient of such Shares shall become deemed to be a Current Shareholder under this Agreement and all provisions hereof applying to Current Shareholders shall continue to apply to the recipient, as if an original Current Shareholder hereunder.
4. GLOBALTECH BUYOUT RIGHT. ****
(a) Beginning three years after the earlier of (1) the Uplisting Date (as defined in the Exchange Agreement); or (2) the date the revolving credit facility of US$3,000,000 as per the terms of Article 4.5.5 of the Exchange Agreement has been made available to the Company (the “Facility Date”), and continuing thereafter until or unless the Current Shareholders hold no Shares (the “Buyout Period”), GlobalTech shall have the right, exercisable upon written notice from GlobalTech to the Current Shareholders (the “Buyout Notice”), provided only if the Put Option Trigger (as defined below) has not been achieved by then, to purchase all, but not less than all, of the Shares then held by the Current Shareholders (the “Buyout Shares”) for an aggregate purchase price equal to the greater of (i) 120% of the Put Option Price (as defined below); and (ii) $200,000 for each 1% of Shares (as applicable, the “Buyout Price”). The closing of the sale of the Buyout Shares in accordance with this Section 4(a) shall occur on the earlier of (i) the date indicated by GlobalTech in the Buyout Notice, which shall not be earlier than five (5) Business Days from the date the Buyout Notice is provided by GlobalTech to the Current Shareholders and no later than ninety (90) days from the date the Buyout Notice is provided (as applicable, the “Buyout Notice Date”), or (ii) such other earlier date as GlobalTech and the Current Shareholders may mutually agree upon in writing (the “Buyout Closing Date”). The purchase of the Buyout Shares by GlobalTech under this Section 4 shall be defined herein as the “Buyout”.
(b) The Buyout Price will be payable to the Current Shareholders in accordance with their Pro Rata Portion of the Buyout Shares on the Buyout Closing Date in cash (the “Buyout Consideration”).
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Shareholders Agreement
(c) On the Buyout Closing Date, (i) GlobalTech will deliver the Buyout Consideration to the Current Shareholders, and (ii) each of the Current Shareholders shall deliver (A) the certificate(s) representing the Buyout Shares to GlobalTech, duly endorsed in blank for Transfer or accompanied by duly endorsed Medallion Guaranteed stock powers in the form attached hereto as Exhibit A or notarized signatures of the holders thereof so as to make GlobalTech the sole owner thereof (the “Stock Power”); and (B) a completed and signed Transferee Certificate in the form attached hereto as Exhibit B (the “Transferee Certificate”). For the avoidance of doubt, each Current Shareholder’s execution and delivery to GlobalTech of the Stock Power, and Transferee Certificate is a condition precedent to GlobalTech’s payment of the Buyout Consideration on the Buyout Closing Date, provided that the required delivery of the Stock Power, and Transferee Certificate may be waived by GlobalTech in its discretion, and provided further that such Buyout shall be effective regardless of whether any Current Shareholder delivers the Stock Power, or Transferee Certificate. On the Buyout Closing Date, the Buyout Shares shall be free and clear of any and all liens, pledges, charges, security interests and other encumbrances. Effective upon the closing of a sale under this Section 4(c), (x) the Current Shareholders will no longer be Shareholders of the Company and will have no further rights (including voting rights and economic rights) in connection with the Buyout Shares or otherwise, (y) the Current Shareholders will be automatically removed from any position they may hold as Directors or officers of the Company, provided that such Current Shareholders agree to provide whatever resignations or other confirmations as GlobalTech may request, and (z) this Agreement shall terminate.
(d) Upon completion of a Buyout, this Agreement shall cease to be of any force and effect, except to the extent of rights and obligations of the Parties that have accrued prior to cessation.
5. CURRENT SHAREHOLDERS’ PUT RIGHT.
(a) Subject to the Current Shareholders having converted their entire holding of Series A Convertible Preferred Stock of GlobalTech into GlobalTech Common Stock, and the Company attaining at least 75% of each of the performance targets set out in Part 1 of the Annex to this Agreement for the third financial year following the year in which the Facility Date occurs (counting the first such financial year as the year in which the Facility Date occurs, for example only, if the Facility Date occurs on September 30, 2025, the third financial year following the Facility Date will be the financial year ended December 31, 2028) (as applicable, the “Put Option Triggering Components” and the meeting of such Put Option Triggering Components as aforesaid, a “Put Option Trigger”), each of the Current Shareholders shall, beginning on the first (1st) Business Day after the Company’s annual general meeting the third financial year following the year in which the Facility Date occurs (counting the first such financial year as the year in which the Facility Date occurs) (wherein the Company’s audited financial statements for such financial year are approved), up until twenty (20) Business Days thereafter (the “Put Option Period”), have the right (but shall not be obliged to) sell up to further 10% of the Shares then held by the Current Shareholders (the “ Put Shares ”) in the Company to GlobalTech (the “Put Right”), and GlobalTech shall be obliged to purchase from the Current Shareholders, the Put Shares of the Company then held by such Current Shareholders upon exercise of the Put Right, on the following material terms and conditions: (for sake of clarity, the Put Right if so exercised, shall cause GlobalTech’s total holding in 123 Investments to reach 61%):
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Shareholders Agreement
(i) in the event the Uplisting Date does not occur on or prior to the Required Uplisting Date, or the Facility Date does not occur on or prior to the Credit Facility Deadline, or as extended by the mutual consent of the Parties, then the Put Option Trigger shall be deemed to have been reduced as mentioned in Annexure 2. Further if due to any reason, the Facility cannot be made available to 123 Investment Limited, by the Credit Facility Deadline, GlobalTech, shall make available sufficient collateral / security required to raise USD 3.0 million for 123 Investments Limited. For the avoidance of doubt it is agreed that the Facility Date shall only occur once either the Facility has been made available to 123 Investments Limited by GlobalTech or 123 Investments Limited has raised at least $3.0 million using the collateral / security provided by GlobalTech;
(ii) the Put Right shall be exercisable by either or both of the Current Shareholders’ (the “Put Right Shareholders”) delivery to GlobalTech, on any Business Day that falls within the Put Option Period, of a single unconditional and irrevocable notice in writing (the “Put Exercise Notice”), specifying the aggregate number of Put Shares to be sold to GlobalTech;
(iii) subject to any applicable law, the completion of the Put Right Shareholders’ sale and GlobalTech’s purchase of the Put Shares shall take place no later than ninety (90) days following GlobalTech’s receipt of the Put Exercise Notice, it being agreed that GlobalTech shall give the Put Right Shareholders at least ten (10) days’ prior written notice of the date of such completion (the “Put Right Completion Date”);
(iv) in the event any of the Current Shareholders does not deliver a Put Exercise Notice to GlobalTech during the Put Exercise Period, any rights provided to such Current Shareholder under this Section 5 shall expire and be of no further force or effect; and
(v) the purchase price payable by GlobalTech for each of the Put Shares (the “Put Option Price”) shall be calculated in US$ on the basis of the formula set out in Part 2 of the Annex to this Agreement, and shall be paid to the Put Right Shareholders by way of a number of shares of GlobalTech Common Stock equal to the aggregate Put Option Price payable to the applicable Put Right Shareholder, divided by the 90 Day VWAP, and rounded up to the nearest whole share of GlobalTech Common Stock (the “GlobalTech Put Stock”); and
(vi) the purchase shall be subject to the applicable Put Right Shareholders delivering a Transferee Certificate in the form of Exhibit C hereto making customary representations and warranties to GlobalTech regarding their status in order for GlobalTech to confirm an exemption from registration for such issuances.
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Shareholders Agreement
(b) Notwithstanding the above, in the event either (i) the Uplisting Date or (ii) the Facility Date have not been achieved by the end of the third financial year from the Facility Date, the Put Option Trigger shall be deemed to have occurred on the first (1st) Business Day after the Company’s annual general meeting following December 31, 2028 (wherein the Company’s audited financial statements for such financial year are approved), regardless of whether or not the Put Option Triggering Components are met.
(c) At the completion of the sale and purchase transaction pursuant to Section 5(a) on the Put Right Completion Date:
(i) The applicable Put Right Shareholders shall, if the Put Shares are in physical form, deliver the share certificates representing the Put Shares to GlobalTech’s authorized representative, along with duly executed transfer deeds, and stock powers with medallion signature guarantees, and take all steps, execute all documents, and do all acts and things, to forthwith transfer the legal and beneficial ownership of the Put Shares to GlobalTech, thereby causing GlobalTech’s name to be inscribed on the relative share certificates and entered in the register of members of the Company as the shareholder of the Put Shares, or, alternatively, if the Put Shares are held in book-entry form, the applicable Put Right Shareholders shall cause the electronic transfer of the Put Shares to the securities account established and maintained by GlobalTech for this purpose, so that GlobalTech is forthwith reflected as the legal and beneficial owner of the Put Shares; and
(ii) GlobalTech shall pay the Put Option Price to the applicable Put Right Shareholders by way of issuance to them of the GlobalTech Put Stock.
(d) It is acknowledged and agreed that the grant of the Put Option is contemplated as a performance incentive for the Put Right Shareholders, which will only be measurable during the third financial year from the Facility Date and that if the Company fails or is unable to achieve the performance targets to the extent referred to in Section 5(a), then, except as set forth in Section 5(b), notwithstanding anything in this Agreement to the contrary, and without prejudice to or limiting Section 5(a), GlobalTech shall be entitled to affect a GlobalTech Takeover (as defined above in Section 4), and cease payment of the Management Fee as set forth in Section 18, below.
(e) It is further acknowledged and agreed that, notwithstanding anything in this Agreement to the contrary, the applicable Put Right Shareholders shall not be entitled to sell and GlobalTech shall not be obligated to buy the Put Shares pursuant to Sections 5(a) and (b) if: (i) at the time of exercise of the Put Right by the applicable Put Right Shareholders, there is in effect a material breach of any Transaction Document by the Current Shareholders, or (b) either of the Current Shareholders has traded any GlobalTech Common Stock during the ninety (90) day period preceding the commencement of the Put Option Period.
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Shareholders Agreement
(f) Through the end of the third financial year following the year in which the Facility Date occurs (counting the first such financial year as the year in which the Facility Date occurs) (the “Put Option Determination Period”), the Company shall operate separately from GlobalTech and each of GlobalTech and the Company shall maintain separate accounting books and records during such period, but it is understood and agreed that the financial statements will be consolidated for reporting purposes by GlobalTech to the extent required under GAAP and the rules and regulations of the Securities and Exchange Commission. During the Put Option Determination Period, GlobalTech agrees (i) to operate the business of the Company (the “Business”) in a manner not intentionally designed to reduce or eliminate the amount of the Put Option Trigger, but with due regard for practical business considerations, including with respect to profitability criteria, (ii) to provide products and services to customers and clients of the Business on terms, provisions, pricing, timeliness and quality of service comparable to that provided to GlobalTech customers generally, and (iii) to not divert sales generation efforts with clients and customers of the Business away from the Business and its sales channels with the principal intent of reducing or eliminating the Put Option Trigger. Except for regular maintenance capital expenditures arising in the ordinary course of business or expenses already predetermined in the annual forecasts presented to the Company, nothing herein shall constitute an obligation on the part of GlobalTech to acquire any additional equipment or make any capital expenditures exceeding an annual spend of US$300,000, in anticipation of, or during, the Put Option Determination Period.
6. RIGHTS OF FIRST REFUSAL.
(a) A Shareholder may Transfer all or a portion of its, his or her Shares only if he/she/it, prior to making such Transfer, first offers (an “Offer”) such portion of the Shares (the “Offered Interest”) for sale first to the other Shareholders (for purposes of this Section 6, the “Remaining Shareholders”). The Offer shall be made for (i) the price at which the proposed Transfer is to occur; or (ii) if no proposed Transfer is then contemplated, at the ROFR Price ((i) or (ii), as applicable, the “Proposed Price”). The Offer shall be made by notice in accordance with Section 21 hereof, which shall state that the Offer is being made pursuant to this Section and which shall set forth the amount of the Shares attributable to the Offered Interest, the name or names of the proposed purchaser or purchasers of the Offered Interest (if any), the Proposed Price, method of payment of the Proposed Price (provided that if there is no proposed Offer to purchase the Shares, the Shares shall be purchased on such terms as mutually agreed upon by the selling Shareholder and the buying Shareholder(s), as applicable, provided that if the parties cannot agree, the terms shall be as set forth in Section (b) of this Section 6) (the “Proposed Terms”), and the scheduled date of consummation of the proposed sale. A copy of the written offer, and any proposed sales agreement, from or with the proposed purchaser shall be attached to the Offer. The Remaining Shareholders shall have the option exercisable during the thirty (30) day period beginning on their receipt of the Offer (the “Option Period”) to accept the Offer on the Proposed Terms (pursuant to an “Exercise Notice”) to purchase (i) their Pro Rata Portion of the Offered Interest (rounded to the nearest whole Share) and (ii) such additional portion of the Offered Interest designated by the Remaining Shareholders (an “Additional Portion”). Any two or more Remaining Shareholders may agree among themselves to reallocate the portions of the Offered Interest to be purchased by them from their respective Pro Rata Portions. If any Remaining Shareholder fails to exercise his or her right to purchase its Pro Rata Portion of the Offered Interest (the “Remaining Portion”), then the Remaining Shareholders that have indicated in their Exercise Notice a desire to purchase an Additional Portion in accordance with their relative ownership interest of the Shares to the extent of the Additional Portion indicated in their Exercise Notice. The purchase by the Remaining Shareholders of the Offered Interest shall only be effective if all of the Offered Interest is purchased pursuant to this Section 6.
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(b) In the event any Remaining Shareholder(s) exercises his, her, or its right of first refusal as set forth in the proceeding sentence, the purchase price for the applicable Offered Interest shall be paid by each applicable purchasing Remaining Shareholder(s) as follows: a down payment of twenty-five percent (25%) of the applicable purchase price shall be paid on the date which falls thirty (30) days from the end of the Option Period (the “Down Payment Date”), with the remaining balance due on the date that is twelve (12) months from the Down Payment Date.
(c) If the Remaining Shareholders elect not to purchase the Offered Interest in accordance with this Section 6, then the selling Shareholder may sell not less than all of the Offered Interest at any time within, but not subsequent to, ninety (90) days after the lapse of the options granted pursuant to this Section 6; provided, however, that such sale must be made to a third party purchaser and for the price and in accordance with the terms specified in the Offer notice. Notwithstanding the above, no Transfer shall be made if such Transfer does not comply with the Transfer Conditions defined in Section 10(b) or if the Transfer would be prohibited under Section 3.
(d) The selling Shareholder will be responsible for the payment of any and all expenses incurred by the selling Shareholder in the exercise of the rights specified in this Section 6 and the sale of its, his or her Shares.
(e) Notwithstanding the foregoing, no rights under this Section 6 shall apply with respect to any Permitted Transfer.
(f) Notwithstanding the foregoing, in the event the Company determines not to exercise the Company Option (as defined in Section 9), a Repurchase Event shall be treated for all purposes as an Offer for the Shareholder (or Shareholder’s Representative, as applicable) to Transfer such Shares pursuant to the terms and conditions of this Section 6 and Section 11, below.
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7. DRAG-ALONG RIGHTS.
(a) Only after the end of the Put Option Period, if GlobalTech (a “Drag-along Transferor”) proposes a Transfer to any Person (a “Drag-Along Transferee”) in a bona fide arm’s-length transaction (including by way of a purchase agreement, tender offer, merger or other business combination transaction or otherwise) of all (and not part of) the Shares held by it (an “Exit Sale” for the purposes of this Section 7), then the Drag-Along Transferor may elect to require all other Shareholders (for the purposes of this Section 7, the “Other Shareholders”) to transfer, as a part of the Exit Sale to such Drag-Along Transferee at the purchase price and upon the other terms and subject to the conditions of the Exit Sale (all of which shall be set forth in the Drag-Along Notice (defined below)), all (and not part of) the Shares held by the Other Shareholders as of the date of the Drag-Along Notice.
(b) The rights set forth in Section 7(a) shall be exercised by giving notice in accordance with Section 21 hereof (the “Drag-Along Notice”) to each Other Shareholder, at least fourteen (14) Business Days prior to the date on which the Drag-along Transferor expects to consummate the Transfer giving rise to such Drag-Along Right. In the event that the terms and/or conditions set forth in the Drag-Along Notice are thereafter amended in any respect, the Drag-along Transferor shall give notice in accordance with Section 21 hereof (an “Amended Drag-Along Notice”) of the amended terms and conditions of the proposed Transfer to each Other Shareholder. Each Drag-Along Notice and Amended Drag-Along Notice shall set forth: (i) the name of the Drag-Along Transferee, (ii) the proposed amount and form of consideration and terms and conditions of payment offered by the Drag-Along Transferee and a summary of any other material terms pertaining to the Transfer, and (iii) all other material terms of the proposed Transfer. After the delivery of such Drag-Along Notice, the Drag-along Transferor will provide each of the Other Shareholders with any additional information as is reasonably requested with respect to such Transfer, provided that the Drag-along Transferor may require the Other Shareholders to execute such confidentiality and non-disclosure provisions with respect to the identity of the Drag-Along Transferee or otherwise with respect to the Transfer as the Drag-along Transferor may deem necessary or desirable.
(c) All Transfers of Shares to the Drag-Along Transferee pursuant to this Section 7 shall be consummated contemporaneously at the offices of the Company, unless the Drag-along Transferor elects otherwise, on the later of (i) a Business Day not less than fourteen (14) or more than twenty-one (21) days after the Drag-Along Notice is delivered to the parties. The delivery of certificates (if any) or other instruments evidencing such Shares shall be made on such date, against payment of the purchase price for such Shares, duly endorsed for Transfer or with duly executed stock powers or similar instruments, or such other instrument of Transfer of such Shares as may be reasonably requested by the Drag-along Transferor and the Company, with all stock transfer taxes paid and stamps affixed. Additionally, each Shareholder shall comply with any other conditions to closing generally applicable to the Drag-along Transferor and all Other Shareholders selling Shares in such transaction. Each Other Shareholder shall receive the same amount and form of consideration received by the Drag-along Transferor for all the Shares sold. To the extent that the Parties are to provide any indemnification or otherwise assume any other post-closing liabilities, the Drag-along Transferor and all Other Shareholders selling Shares in a transaction under this Section shall do so severally and not jointly (and on a pro rata basis in accordance with their Shares being sold) and their respective potential liability thereunder shall not exceed the proceeds received, subject to customary exceptions in excess of such limits. Furthermore, each Other Shareholder shall only be required to give customary representations and warranties, including, but not limited to, title to interests conveyed, legal authority and capacity and non-contravention of other agreements.
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(d) Notwithstanding the foregoing, no drag-along rights under this Section 7 shall apply with respect to any Permitted Transfer or any Repurchase Event and each Drag-Along Transferee and Transfer shall comply with the Transfer Conditions defined in Section 10(b).
(e) GlobalTech’s rights under this Section 7 shall only be applicable if the Uplisting Date and the Facility Date have been achieved and the Put Option Period has passed.
8. TAG-ALONG RIGHTS.
(a) Only after the end of the Put Option Period, if any of the Initial Shareholders (for the purposes of this Section 8, the “Selling Shareholders”) propose to Transfer Shares representing 51% or more in the aggregate of the then outstanding voting Shares or economic interests of the Company, whether in one transaction or in a series of related transactions, then such Selling Shareholder(s) shall give written notice (a “Tag-Along Notice”) to each of the other Shareholders (for the purposes of this Section 8, the “Other Shareholders”) setting forth in reasonable detail the terms and conditions of such proposed Transfer, including the proposed amount and form of consideration, terms and conditions of payment and a summary of any other material terms pertaining to the Transfer. In the event that the terms and/or conditions set forth in the Tag-Along Notice are thereafter amended in any respect, the Selling Shareholders shall give written notice (an “Amended Tag-Along Notice”) of the amended terms and conditions of the proposed Transfer to each Other Shareholder. The Selling Shareholders shall provide additional information with respect to the proposed Transfer as reasonably requested by the Other Shareholders.
(b) The Other Shareholders shall have the right, exercisable upon written notice to the Selling Shareholders within thirty (30) days after receipt of any Tag-Along Notice, or, if later, within seven (7) days of such receipt of the most recent Amended Tag-Along Notice, to participate in the proposed Transfer by the Selling Shareholders to the proposed purchaser (the “Tag-Along Transferee”) on the terms and conditions set forth in such Tag-Along Notice or the most recent Amended Tag-Along Notice, as the case may be (such participation rights being hereinafter referred to as “Tag-Along Rights”). Any Other Shareholder that has not notified the Selling Shareholders of its intent to exercise Tag-Along Rights within thirty (30) days of receipt of a Tag-Along Notice (or, if applicable, within seven (7) days of receipt of an Amended Tag-Along Notice) shall be deemed to have elected not to exercise such Tag-Along Rights with respect to the Transfer contemplated by such Notice. Each Other Shareholder may participate with respect to the Shares owned by such party in an amount equal to the product obtained by multiplying (i) the aggregate number of Shares owned by such Other Shareholder on the date of the Transfer by (ii) a fraction, the numerator of which is equal to the number of Shares proposed to be Transferred by the Selling Shareholders and the denominator of which is the aggregate number of Shares owned by the Selling Shareholders and any other participating Other Shareholders. If one or more Other Shareholders hereunder elect not to include the maximum number of Shares in a proposed Transfer, the participating Shareholders (including the Selling Shareholders) may sell in the proposed Transfer a number of additional Shares owned by any of them equal to their pro rata portion of the number of Shares eligible to be included in the proposed Transfer and not so elected to be included (the “Eligible Shares”), based on the relative number of Shares then held by each such Shareholder, and such additional Shares which any such Shareholder(s) propose to sell shall not be included in any calculation made pursuant to the second sentence of this Section 8(b) for the purpose of determining the number of Shares which the Shareholder will be permitted to include in a proposed Transfer.
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(c) At the closing of the Transfer to any Tag-Along Transferee pursuant to this Section 8(c), the Tag-Along Transferee shall remit to each selling Shareholder the consideration for the Shares sold (as applicable) against delivery by such Shareholder of certificates (if any) or other instruments evidencing such Shares, duly endorsed for Transfer or with duly executed stock powers or similar instruments, or such other instrument of Transfer of such Shares as may be reasonably requested by the Tag-Along Transferee and the Company, with all stock transfer taxes paid and stamps affixed. Additionally, each Shareholder shall comply with any other conditions to closing generally applicable to such Selling Shareholders and all Other Shareholders selling Shares in such transaction. The consummation of such proposed Transfer shall be subject to the sole discretion of the Selling Shareholders, who shall have no liability or obligation whatsoever to any Other Shareholder participating therein other than to obtain for such Other Shareholder the same terms and conditions as those set forth in the Tag-Along Notice or any Amended Tag-Along Notice. Each Other Shareholder shall receive the same amount and form of consideration received by the Selling Shareholders per each Share sold. To the extent that the Parties are to provide any indemnification or otherwise assume any other post-closing liabilities, the Selling Shareholders and all Other Shareholders selling Shares in a transaction under this Section 8 shall do so severally and not jointly (and on a pro rata basis in accordance with their Shares being sold), and their respective potential liability thereunder shall not exceed the proceeds received, subject to customary exceptions in excess of such limits.
(d) Notwithstanding the foregoing, no tag-along rights under this Section 8 shall apply with respect to any Permitted Transfer or any Repurchase Event, each Tag-Along Transferee and Transfer shall comply with the Transfer Conditions defined in Section 10(b).
9. DEATH OR INCAPACITY OF SHAREHOLDER.
The shares of any individual Shareholder who is subject to Incapacity (the “Incapacitated Shareholder”), shall transfer to such Incapacitated Shareholder’s estate, legal heir(s) or other successor in interest or the deceased Shareholder’s estate, legal heir(s), or other successor in interest, as nominated by such Incapacitated Shareholder in writing (as applicable, the “Shareholder’s Heir”) provided that such transferee executes an Addendum and such applicable Transfer complies with all of the Transfer Conditions of Section 10(b). Any such transfer shall be contingent upon the recipient entering into, and void in the event that the recipient does not enter into, an Addendum and that such transfer complies with all of the Transfer Conditions of Section 10(b).
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10. PERMITTED TRANSFERS.
(a) The following types of Transfers (“Permitted Transfers”) may be consummated notwithstanding, and without such Shareholder needing to comply with, the provisions of Sections 3,6, 7 or 8 of this Agreement:
(i) a Transfer by any Current Shareholder of all or any portion of his, her, or its Shares to an Immediate Family Member of the Shareholder.
(b) Any Permitted Transfer by a Shareholder must satisfy all of the following conditions (the “Transfer Conditions”):
(i) the Person who is Transferred Shares by a Shareholder must execute an Addendum and become subject to the terms of this Agreement, unless such requirement is waived in writing by a Super Majority In Interest.
(c) In the event a Shareholder makes a Permitted Transfer, it, he or she shall notify the Company thereof, in accordance with Section 21 hereof which shall specify (i) the name of the Transferee, (ii) the relationship of the Transferee to the Shareholder, (iii) the Shares transferred, and (iv) the date of such Transfer. Any such Transferee shall, as a condition of the recognition by the Company of such Transfer, execute an Addendum.
(e) Unless approved in writing by a Super Majority In Interest, a Shareholder may also not pledge, hypothecate or otherwise encumber his or her Shares to, or in favor of, any national or state bank or other financial institution; provided, however, that a Shareholder may pledge, hypothecate or encumber all of its, her or his Shares in order to secure a loan made to the Company.
(f) Any Shares subject to a Permitted Transfer shall retain all of the rights and obligations of such Shares, and such prior holder(s), prior to such Permitted Transfer, including where applicable and where such Shares were originally held by a Current Shareholder, being subject to the Buyout right set forth in Section 4 herein.
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11. OTHER EVENTS CONSTITUTING AN OFFER TO TRANSFER INTERESTS.
(a) **** Each of the following events or conditions shall constitute a “Repurchase Event”:
(i) The filing of a petition in bankruptcy by or against the Shareholder (unless the petition is dismissed within ninety (90) days);
(ii) Any general assignment by the Shareholder for the benefit of his or her creditors;
(iii) Any other event, other than an Offer made pursuant to Section 6 of this Agreement, a Transfer subject to Section 6, or a Permitted Transfer, which, were it not for the provisions of this Agreement, would cause any such Shares, or any interest therein, to be sold, assigned, awarded, confirmed or otherwise transferred, for consideration or otherwise, to any person, whether voluntarily, involuntarily or by operation of law, or any event which would cause the Shares to be pledged, hypothecated or encumbered.
(b) Upon the occurrence of a Repurchase Event, as defined in Section 11(a), the Remaining Shareholders shall have the right to purchase such Shareholder’s Shares on the same terms and conditions as if such Shareholder had made an Offer to sell such Shares pursuant to Section 6 at the ROFR Price.
(c) Within thirty (30) days after the occurrence of a Repurchase Event, the Shareholder or his or her trustee in bankruptcy, personal representative, guardian, executor or administrator, as appropriate (the “Transferor”), shall give notice in accordance with Section 21 hereof to the Company and the Remaining Shareholders of such event specifying the date of such event and describing in reasonable detail the nature of the event and the number of Shares affected. The price per Share shall be as specified as provided in Section 11(b), above, as appropriate. Such notice shall be deemed to be an Offer for the purposes of Section 6, the number of Shares affected shall be deemed to be the Offered Interest and such ROFR Price (or other price as determined in Section 11(b)) shall be deemed to be the Proposed Price. If any Remaining Shareholder has not received this notice upon the expiration of the thirty (30) day period, any Remaining Shareholder of the Company who has actual knowledge of such event may give notice in accordance with Section 21 hereof to the Company and the Remaining Shareholders at any time after the end of such period, and the notice shall be deemed to be the Offer.
(d) The purchase price for the Offered Interest for purposes of this Section 11 shall be paid within thirty (30) days of the exercise of any option to purchase such shares as described in this Section 11 above. The other terms and conditions and procedures for transferring Offered Interest shall be determined in accordance with Section 6.
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12. SECURITY FOR PURCHASE PRICE OF SHARES; COMPANY AS ATTORNEY-IN-FACT. Whenever any Shares are purchased pursuant to the option created under Sections 4, 6, 9 or 11 of this Agreement and the Parties agree that the entire purchase price for the Shares will not be paid at closing, then the purchaser(s) may endorse the certificates for the purchased Shares and deliver the same to the selling Shareholder (or his or her representatives) as collateral security for the payment of the unpaid purchase price, and such Shares may be held until the entire purchase price shall have been paid. While such Shares shall be held as collateral security and so long as the purchasing Shareholder is not in default, the purchasing Shareholder shall be entitled to all rights as a Shareholder, including voting rights and rights to all dividends, with respect to such Shares. On the closing date for any sale of Shares as provided in this Agreement, certificates representing such Shares shall be delivered to the Company with appropriate stock powers or endorsements duly executed in blank. If the stock certificate or certificates with appropriate stock powers or endorsements duly executed as aforesaid are not delivered contemporaneously with the tender of the purchase price, then the Company and its officers shall be appointed, and the Company and its officers are hereby irrevocably constituted and appointed, the attorney-in-fact with full power and authority to execute the necessary stock powers and to perform all other acts necessary and proper in order to transfer such stock certificate or certificates to the Company or other Shareholders in accordance with the provisions of this Agreement, whether upon the Incapacity of a Shareholder or otherwise. This special power of attorney is irrevocable and is coupled with an interest.
13. REQUIREMENT FOR TRANSFEREE TO EXECUTE ADDENDUM. Any Transferee permitted pursuant to the terms of this Agreement, i.e., including, but not limited to (i) a Permitted Transferee; (ii) the acquirer of Shares pursuant to a Transfer described in Section 6, pursuant to which not all of the rights of first refusal have been exercised; or (iii) any Person who acquires Shares pursuant to Section 10, subject to the rights provided for therein, shall, as a condition of the recognition by the Company of such Transfer, execute an addendum to this Agreement acknowledging the terms and restrictions of this Agreement and the Transferee’s obligation to be bound hereby (an “Addendum”). In the event that any Transferee permitted hereunder fails to execute an Addendum, and/or until such time as the permitted Transferee executes any Addendum, the original Shareholder who attempted the permitted Transfer, shall continue to be considered a Shareholder of the Company, the Transferee shall have no rights as a Shareholder of the Company, and the attempted Transfer shall be considered void ab initio. Nothing in this Section 13 shall modify the other terms and conditions of this Agreement, or allow any Transferee not permitted by the terms and conditions of this Agreement to become a Shareholder of the Company by executing an Addendum, and any such unpermitted execution of an Addendum shall be void and of no force and effect. Notwithstanding the above, no Addendum shall become effective until accepted and counter-signed by the Company.
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14. EFFECT OF NON-COMPLYING TRANSFER. If any Transfer in violation of this Agreement shall be attempted, or if any involuntary or other purported Transfer by law of any Shares occurs or is attempted (each, a “Non-complying Transfer”), it shall be void ab initio and upon presentation for transfer the Company shall not give effect to such purported Transfer.
15. LOCK-UP. **** Each Shareholder agrees to execute a customary lock-up agreement with the underwriters in connection with any IPO (defined below in Section 25), provided that the duration of the lock-up period shall not exceed 180 days.
16. CONSIDERATION. Each Current Shareholder confirms and acknowledges that GlobalTech would not have entered into the Exchange Agreement but for the Current Shareholder agreeing to the terms of this Agreement, and further confirms that such Current Shareholder has received valid and sufficient consideration for its entry into this Agreement from the mutual agreements and covenants set forth herein, and the terms of the Exchange Agreement.
17. GOVERNANCE.
(a) Number of Directors. The business and affairs of the Company shall be governed by the Board, which shall consist of five (5) Directors, three (3) of whom shall be appointed by GlobalTech (each a “GlobalTech Director”) and two (2) of whom shall be appointed by the Current Shareholders (the “Current Shareholder Directors”). Each subsidiary of the Company shall also be governed by the same mechanism whereby the board of each subsidiary shall consist of five (5) Directors, three (3) of whom shall be GlobalTech Directors and two (2) of whom shall be Current Shareholders Directors. Once designated, Directors will serve on the Board until they resign or are removed pursuant to the terms of this Agreement, or their earlier death or Incapacity. The number of members on the Board may be increased (but not decreased) with the consent of a Super Majority In Interest. Notwithstanding anything herein to the contrary, (i) GlobalTech shall have the right to designate a replacement individual to serve as a GlobalTech Director at any time upon written notice to the other Shareholders and Directors; and (ii) the Current Shareholders shall have the right to designate a replacement individual to serve as a Current Shareholder Director at any time upon written notice to the other Shareholders and Directors. In the event the Current Shareholders cannot agree on a Current Shareholder Director, such disagreement shall be settled by the Current Shareholder Directors. The Chairperson of the Board shall be one of the GlobalTech Directors.
(b) Initial Directors. The initial GlobalTech Directors for the Company as well as each of its subsidiaries will be Mehdi Al Abduwani, Ian Barnett and Muhammad Azhar Saeed and the initial Current Shareholder Directors for the Company and each of its subsidiaries will be Stephen Buck and John Patrick Bywater.
(c) Officers. The Directors will appoint the officers of the Company, provided that the Company’s chief executive officer shall be a nominee of the Current Shareholder Directors, while the Company’s chief financial officer shall be a nominee of GlobalTech. Except as set forth in the preceding sentence, the Board may elect one or more officers of the Company such as President, Vice President, Secretary and Treasurer, which officers shall serve at the will and direction of the Board, and shall have only the authority delegated to them by the Board.
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(d) Removal. A Director then serving as a GlobalTech Director may be removed at any time, with or without cause, only with the prior written consent of GlobalTech. A Director then serving as a Current Shareholder Director may be removed at any time, with or without cause, only with the prior written consent of a majority in interest of the Current Shareholders.
(e) Vacancy. In the event of the death, disability, retirement, resignation or removal of a GlobalTech Director in accordance herewith, GlobalTech will have the exclusive right to appoint such GlobalTech Director’s replacement. In the event of the death, disability, retirement, resignation or removal of a Current Shareholder Director in accordance herewith, the Current Shareholders will have the exclusive right to appoint such Current Shareholder Director’s replacement.
(f) Meetings. Meetings of the Board shall be held not less than once per calendar quarter, except that a Director or a Majority In Interest may at any time call a Board meeting by giving at least 24 hours written notice to the Company and each other Director (which may be via email) to enable the meeting to be convened.
(g) Chairperson. The Chairperson of the Board shall be a nominee of GlobalTech. In the event of a deadlock between voting members of the Board, the Chairperson of the Board shall have a second or tie-breaking vote. The Chairperson of the Board shall set the agenda of each Board meeting as well as each General Meeting of Shareholders of the Company.
(i) Quorum. A majority of the number of Directors on the Board at the time of a meeting constitutes a quorum for the transaction of business at such meeting, provided at least one (1) Director present must be a GlobalTech Director and at least one (1) Director present must be a Current Shareholder Director, in order for a quorum to exist. Directors may participate in a meeting of the Board by means of telephonic or video conference or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
(j) Devotion of Time. The Directors shall not be obligated to devote all of their time or business efforts to the Company’s affairs, but shall devote that amount of their time, effort and skill to the Company as may be reasonably necessary for the ongoing operations of the Company’s affairs.
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(k) Board Authority. Except for those matters that are Board Reserved Matters or Super Majority Matters or matters within the business plan, the Board shall decide upon all matters in the ordinary course of business by majority vote. These matters in the ordinary course of business shall include:
(i) borrowing money from unaffiliated third parties (such borrowing to be on arm’s length commercial terms), as contemplated by this Agreement;
(ii) the making of loans in the ordinary cause of business including approving security in the form of a debenture and not otherwise subject to the terms of this Agreement;
(iii) the adopting of the balance sheet and profit and loss or income and expenditure account as are required to be circulated to the shareholders;
(iv) approving any plan or policy involving employee compensation or incentivization, other than routine layoffs, hiring or firing;
(v) approving related party transactions, other than at arm’s length terms; and
(vii) recommending the auditors’ report for approval.
(l) Board Reserved Matters. The following matters (the “Board Reserved Matters”) shall require the unanimous approval of the Board:
(i) increasing share capital, issuance of shares, and allotment of share capital;
(ii) issuance of debentures or any debt instruments in the nature of redeemable capital (but not loans as described in Section 17(k)(i) above);
(iii) making loans outside the ordinary course of business;
(iv) approving any employee separation schemes;
(v) approving the Business Plan on at least an annual basis (including any alterations, modifications, or amendments thereto);
(vi) compromising lawsuits and claims by or against the Company where the claims either individually or, in respect of related claims, in aggregate, exceed US$100,000 in value;
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(vii) recommending any annual dividends, declaring any interim dividends, or approving any other payments to any Shareholder, except for the Management Fee (as defined in Section 18);
(viii) approving any procurement exceeding US$300,000 in value through one or a series of transactions;
(ix) approving any restructuring, merger, amalgamation, acquisition, joint venture, or other form of business combination to which the Company may become a party;
(x) related party transactions, other than on arm’s length terms;
(xi) approving any disposals of material assets or any sizeable part of the Company’s business;
(xii) (A) create (by new authorization, reclassification, recapitalization or otherwise) or (B) issue, any class or series of Shares or shares of ordinary shares of the Company or stock or securities exchangeable for or convertible into Shares or other securities;
(xiii) consolidate or divide or alter, increase or reduce all or any of the Company’s Share capital, or grant or issue any options, rights or warrants which may require the issuance of Shares or stock in the future or do any act which has the effect of diluting or reducing the effective shareholding of the Shareholders in the Company; and
(xiv) approving any flotation or public offering of the Company’s shares.
(m) Actions Requiring Consent of Super Majority In Interest. The Directors will not, without the prior written consent of a Super Majority In Interest, engage or cause the Company to engage in any of the following actions (“Super Majority Matters”) (and any such actions purported to be taken without such consent shall be null and void):
(i) Amend, waive or alter the Company’s Organizational Documents or any provisions thereof;
(ii) negotiate, litigate, or settle any claim against the Company;
(iii) pay or declare any dividends, or make any other distribution of cash, Shares, or other assets, on any of the Shares or other securities of the Company, including, but not limited to any distribution, dividend, or payment to the Shareholders;
(iv) loan any money of the Company to any Shareholder of the Company, on arms-length terms, reasonably approved by the Directors;
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(v) capitalize any sum standing to the credit of any of the Company’s reserve accounts or profit or loan accounts;
(vi) authorize or approve a merger or consolidation or sale or spin-off of all or substantially all of the Company’s assets;
(vii) sell, lease, convey, exchange, transfer, grant an exclusive license in any country under, or otherwise dispose of (x) the copyrights, trademarks, and patents and any other tangible or intangible assets which are requisite for the Company to carry on their business or (y) all or substantially all of the assets held by the Company;
(viii) redeem, repurchase, cancel or otherwise acquire any of the Company’s Shares or securities;
(ix) create, assume, or guarantee any indebtedness (other than trade payables in the ordinary course) of the Company;
(x) authorize, adopt, amend or establish, or allocate or issue additional Shares or options to any employee, share grant, share purchase, share options, incentive or compensation plan, program or arrangement relating to the Company;
(xi) change in any material respect the nature of the Company’s current or contemplated business as carried on as of the date hereof;
(xii) establish or invest in, or divest or sell off any interest in, any affiliated company of the Company;
(xiii) approve any recapitalization, restructuring or reorganization or any action that would result in its dissolution, liquidation or winding up, or apply for the appointment of a receiver of the Company;
(xiv) increase or decrease the maximum number of Directors;
(xv) enter into any joint venture agreements or the formation of any subsidiary of the Company;
(xvi) sell, transfer, license, charge, encumber or otherwise dispose of any trademarks, patents or other intellectual property owned by the Company except in the ordinary course of their business; or
(xvii) approve any Transfer of Shares.
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(n) Authorized Loans. The Shareholders confirm that no approval of the Directors or the Shareholders shall be required for any Shareholder to loan funds to the Company, provided the terms of such loan(s) are on no greater than arms-length terms; provided that such terms may be on more favorable terms than arms-length.
(o) Auditor. The Company’s external auditor shall be an entity nominated and selected by a Super Majority In Interest.
(p) The Parties shall, for the avoidance of doubt, exercise the full extent of their rights and powers as the Company’s Shareholders to give effect to and implement the foregoing provisions of this Section 17.
18. DAY-TO-DAY MANAGEMENT OF THE COMPANY; MANAGEMENT FEE.
The Current Shareholders shall, subject to the conditions hereinafter set out in this Section 18, conduct the Company’s day-to-day management and operations on behalf of GlobalTech as the Company’s majority shareholder. In this regard, the Current Shareholders shall, in respect of each year in which the Company earns an after-tax Net Profit, and notwithstanding anything in this Agreement to the contrary, but subject to all applicable laws, be entitled to receive from the Company, as a management fee (the “Management Fee”), the sum of five percent (5%) of the Company’s Net Profit, subject to applicable law, provided that such Management Fee shall undergo a reduction of twenty percent (20%), to four percent (4%) of the Company’s after-tax Net Profit, in the event the Current Shareholders’ collective shareholding in the Company drops to equal or less than forty percent (40%) of the total Shares, and shall undergo further proportionate reductions for every drop in the Current Shareholders’ collective shareholding in the Company up until the level of a thirty-four percent (34%) ownership interest therein (i.e., will drop by 1/6^th^ for each decrease in ownership of the Current Shareholders below forty percent (40%), it being agreed that the Current Shareholders shall no longer be entitled to receive any Management Fee from the Company if their collective shareholding in the Company falls below such thirty-four percent (34%) level. The Management Fee shall be paid separate from any dividend payable to the Company’s shareholders. The Management Fee, if any, shall be paid within sixty (60) days of the Company’s determination of such Net Profit for the prior year’s period. No Management Fee shall be due, or earned, by any Current Shareholder, following any applicable date that (i) the Put Option Trigger is not met as of the end of the third (3rd) financial year following the Facility Date, subject to Section 5(b) hereof; or (ii) any Current Shareholder is in breach of any term or condition of any Transaction Document.
19. DEADLOCK.
(a) If a Deadlock (as defined below) arises under this Agreement between GlobalTech, on the one hand, and the Current Shareholders, on the other hand, involving the Company’s management and Operations, then they shall refer the Deadlock to Babar Ali Syed representing GlobalTech and Stephen Buck representing the Current Shareholders for resolution through good faith negotiations within a period of thirty (30) days of the date of receipt by either side of a notice from the other side (or the nominee Director of the other Party in the case of a Deadlock occurring in the Board), or such other period mutually agreed by GlobalTech and the Current Shareholders in writing (the “Negotiation Period”). If the above named Babar Ali Syed and Stephen Buck are unable to resolve the Deadlock within the Negotiation Period, then all Shareholders shall meet within ten (10) Business Days after the end of the Negotiation Period:
(i) to agree in writing on a mutual extension of time for resolution of the Deadlock; or
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(ii) to refer the matter underlying the Deadlock directly to arbitration pursuant to Section 34), within thirty (30) Business Days following conclusion of ten (10) Business Days after the Negotiation Period, unless otherwise agreed in writing by GlobalTech and the Current Shareholders.
(b) In case of any Deadlock, and until its resolution or other final outcome in consequence thereof as envisaged by this Agreement, as the case may be, the provisions of this Agreement shall nonetheless continue in full force and effect and the Company shall continue to be managed as it is then being managed.
(c) Notwithstanding the existence of any Deadlock, the Parties shall continue to fulfil their obligations under this Agreement until the resolution of the Deadlock or other final outcome in consequence thereof as envisaged by this Agreement.
(d) For the purposes of this Agreement, a “Deadlock” occurs if:
(i) the Board fails to approve the same matter in three (3) consecutive Board meetings, whether due to lack of quorum or otherwise; or
(ii) the Company’s Shareholders fail to approve the same matter in two (2) consecutive General Meetings thereof, whether due to lack of quorum or otherwise.
Provided, however, that for a Deadlock to occur, at least two (2) weeks must elapse between each relevant consecutive Board Meeting or General Meeting (as the case may be).
20. MUTUAL REPRESENTATIONS, COVENANTS AND WARRANTIES.
(a) The Parties have all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The Parties have duly and validly executed and delivered this Agreement and will, on or prior to the consummation of the transactions contemplated herein, execute, such other documents as may be required hereunder and, assuming the due authorization, execution and delivery of this Agreement by the Parties hereto and thereto, this Agreement constitutes, the legal, valid and binding obligation of the Parties enforceable against each Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles.
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(b) The execution and delivery by the Parties of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (a) constitute a violation of any law; or (b) constitute a breach or violation of any provision contained in the Company Documents, or such other document(s) regarding organization and/or management of the Parties, if applicable; or (c) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which either the Company or the Shareholders is a Party or by which either the Company or the Shareholders is bound or affected.
(c) Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity.
(d) In the event the Uplisting Date does not occur on or prior to the Required Uplisting Date, or the Facility Date does not occur on or prior to the Credit Facility Deadline, or as extended by the mutual consent of the Parties, then the performance targets set forth in Part I of the Annex to this Agreement shall be reduced by 40%. Further, if due to any reason the Facility cannot be made available to 123 Investment Limited, by the Credit Facility Deadline, GlobalTech shall make available sufficient collateral / security required to raise USD 3.0 million for 123 Investments Limited. For the avoidance of doubt it is agreed that the Facility Date shall only occur once either the Facility has been made available to 123 Investments Limited by GlobalTech or 123 Investments Limited has raised at least $3.0 million using the collateral / security provided by GlobalTech.
(e) The entry into this Agreement is a required and integral term of the Exchange Agreement and GlobalTech would not have agreed to the terms of the Exchange Agreement unless each of the Current Shareholders agreed to be bound by the terms hereof.
21. NOTICES. All notices, requests and other communications hereunder, shall be given in writing and delivered by: (a) regular, overnight or registered or certified mail (return receipt requested), with first class postage prepaid; (b) hand delivery; (c) facsimile transmission; (d) overnight courier service; or (e) email, and shall be, addressed to a Shareholder at the address set forth on the signature page hereto or at such other address of which a Shareholder has given the Company and the other Shareholders written notice of at least ten (10) days previously. Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given: (A) in the case of a notice sent by regular or registered or certified mail, three Business Days after it is duly deposited in the mails; (B) in the case of a notice delivered by hand, when personally delivered; (C) in the case of a notice sent by facsimile, upon transmission subject to telephone confirmation of receipt; (D) in the case of a notice sent by overnight mail or overnight courier service, the next Business Day after such notice is mailed or delivered to such courier, in each case given or addressed as aforesaid; and (E) in the case of a notice sent by email, effective only when the recipient, by return or reply email or notice delivered by other method provided for in this Section 21, acknowledges having received that email (with an automatic “read receipt” or similar notice not constituting an acknowledgement of an email receipt for purposes of this Section 21, but which acknowledgment of acceptance shall include cases where recipient ‘replies’ to such prior email, including the body of the prior email in such ‘reply’).
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22. AMENDMENTS; WAIVERS. Neither this Agreement nor any term hereof may be amended or waived (each an “Amendment”) orally or in writing, except that any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), and such amendment or waiver shall be applicable to all of the Shareholders, with the written consent of the Company and a Majority In Interest.
23. GOVERNING LAW. This Agreement shall be construed and interpreted in accordance with the laws of the jurisdiction of Nevada.
24. BINDING EFFECT AND BENEFITS. Except as otherwise provided herein, the terms of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, personal representatives, successors and assigns, and shall be binding upon any person to whom any of the Shares of the Parties are transferred and upon the heirs, executors, administrators, personal representatives, successors and assigns of each such Person.
25. TERM OF AGREEMENT. This Agreement shall become effective as of the Effective Date (for the sake of clarity, this Agreement shall not bind the Initial Shareholders until the Effective Date) and shall remain in full force and effect until the Company and a Super Majority In Interest, shall agree in writing to its termination or until the first to occur of (i) offering of Shares by the Company pursuant to a registration statement effective under the Securities Act of 1933, as amended (an “IPO”); (ii) the purchase or other acquisition by one Shareholder of all the issued and outstanding Shares of the Company; or (iii) the dissolution, bankruptcy or receivership of the Company (as applicable, the “Term”). Upon termination of this Agreement, the Secretary of the Company or the Company’s Transfer Agent shall, upon tender of the certificates for Shares, delete the legend endorsed thereon pursuant to Section 2 of this Agreement. This Agreement may be terminated at any time prior to the Effective Date with the approval of a Super Majority In Interest.
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26. REMEDIES FOR VIOLATIONS. The Shares cannot be readily purchased or sold on the open market and for this reason, among others, the Parties hereto will be irreparably damaged in the event that this Agreement is not complied with by all Parties hereto. The Parties agree that money damages may not be an adequate remedy for any breach of the provisions of this Agreement. If any Party brings any action or proceeding to enforce the provisions of this Agreement, any Party against whom such action or proceeding is brought waives the claim or defense that an adequate remedy at law exists and such Party will not urge in any such action or proceeding the claim or defense that such remedy at law exists. The Parties further agree that an injured Party will, at its option, have the right to an injunction from a court of competent jurisdiction restraining further violation of this Agreement or any provision of this Agreement or affirmatively compelling any violating Party to carry out its obligations hereunder without necessity of posting bond/providing security for costs or proving damages. The rights granted in this Section 26 shall be cumulative and not exclusive, and shall be in addition to any and all other rights which the Parties hereto may have hereunder, at law or in equity. In the event a Party to this Agreement must employ an attorney or solicitor or barrister to enforce the provisions hereof or to secure performance by a defaulting Party under the terms herein stated, the prevailing Party in litigation arising therefrom shall be entitled to an award of its reasonable attorney’s legal fees both on trial/hearing and the appellate level incurred in enforcing this Agreement and/or securing performance of the terms herein stated.
27. ENTIRE AGREEMENT. This Agreement contains the entire understanding and agreement between the Parties hereto and supersedes any prior agreements among the Parties pertaining to the Shares. There are no representations, warranties, promises, covenants or understandings other than those herein expressly set forth.
28. CONFLICTS WITH ORGANIZATIONAL DOCUMENTS. To the extent that any terms in the Company’s Organizational Documents conflict with any term in this Agreement, (i) the terms of this Agreement shall take precedence, and (ii) the Shareholders covenant and agree to take prompt action to amend the Company’s Organizational Documents to conform to this Agreement.
29. SEVERABILITY. Every provision of this Agreement is intended to be severable. If, in any jurisdiction, any term or provision hereof is determined to be invalid or unenforceable, (a) the remaining terms and provisions hereof shall be unimpaired, (b) any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such term or provision in any other jurisdiction, and (c) the invalid or unenforceable term or provision shall, for purposes of such jurisdiction, be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. If a court of competent jurisdiction determines that any covenant or restriction or portion thereof, set forth in this Agreement is unreasonable or unenforceable, the court shall reduce or modify such covenants or restrictions to those which it deems reasonable and enforceable under the circumstances and, as so reduced or modified, the Parties hereto agree that such covenants and restrictions shall remain in full force and effect as so modified. In the event a court of competent jurisdiction determines that any provision of this Agreement is invalid or against public policy and cannot be so reduced or modified so as to be made enforceable, the remaining provisions of this Agreement shall not be affected thereby, and shall remain in full force and effect.
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30. SECTION AND OTHER HEADINGS. The Section and other headings contained in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement.
31. INDEPENDENT COUNSEL. Each Shareholder, by signing this Agreement acknowledges that he, she or it (a) has read and understood this Agreement, and understands the terms and conditions hereof, including, but not limited to Sections 4 through 17; has had the opportunity to obtain separate and independent counsel of his or her own choosing prior to signing this Agreement and has either exercised or waived such right; (b) has relied solely and completely upon its own judgment in executing this Agreement; (c) has had the opportunity to seek and has obtained the advice of its own tax and business advisors before executing this Agreement; (d) has acted voluntarily and of its own free will in executing this Agreement; and (e) understands that this Agreement is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel. No other Party’s legal counsel has not undertaken to assist or render legal advice to any Shareholders in regards to this Agreement.
32. ADDITIONAL PARTIES. With the approval of the Company, anyone in whose name Shares are validly Transferred pursuant to the terms of this Agreement may become a Party to this Agreement by executing an Addendum, which shall not require the approval or consent of the other Shareholders already a Party hereto.
33. FURTHER ASSURANCES. Each Shareholder hereby covenants that it will, whenever and as reasonably requested by the other Parties hereto at such Shareholder’s sole cost and expense, do, execute, acknowledge and deliver any and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as the other Parties may reasonably request or require from time to time in order to comply with the terms and conditions of this Agreement and the restrictions, requirements and rights set forth herein.
34. ARBITRATION. Other than in the case of any Deadlock as referred to in Section 19 (to which, initially, Section 19 shall apply, and, thereafter, the Deadlock shall be referred directly to arbitration pursuant to this Section 34), the Parties shall first attempt to amicably resolve within thirty (30) days any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement or the breach, termination or validity hereof, through mutual discussions carried out in good faith between any Parties. If such dispute, controversy of claim is not resolved within the thirty (30) day time limit referred to in the preceding sentence, then the Parties shall appoint a third party mediator to resolve the deadlock, it being acknowledged and agreed that such mediation shall be in accordance with an internationally recognized model procedure, such as the Center for Effective Dispute Resolution (CEDR), and shall be completed within thirty (30) days. The Parties shall refer any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement or the breach, termination or validity hereof that has not been resolved in accordance with the preceding two sentences to arbitration in Paris, France, in accordance with the Arbitration Rules of the International Chamber of Commerce for the time being in force (the “Rules”), which are deemed to be incorporated by reference into this Section 34. The arbitral tribunal shall consist of three arbitrators, appointed in accordance with the Rules. The arbitration shall be conducted in English. The costs of any arbitration shall be split by the Parties. When any dispute occurs and when any dispute is under arbitration, except for the matters under dispute the Parties shall continue to exercise their remaining respective rights, and fulfil their remaining respective obligations under this Agreement. An award made by the arbitral tribunal pursuant to an arbitration in accordance with this Section 34 shall be treated as final and binding on the Parties and enforceable in accordance with all applicable laws. Subject to Section 34, the Courts at Reno, Nevada, shall have exclusive jurisdiction over all matters arising out of or in connection with this Agreement.
35. COUNTERPARTS, EFFECT OF FACSIMILE, EMAILED AND PHOTOCOPIED SIGNATURES. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party, each other Party shall re execute the original form of this Agreement and deliver such form to all other Parties. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.
[Remainder of page left intentionally blank. Signature pages follow.]
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Shareholders Agreement
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have executed this Agreement as of the date first written above to be effective upon the Effective Date.
COMPANY:
123 INVESTMENTS LIMITED
/s/ Stephen Buck
Name: Stephen Andrew Buck
Title: Director
Address:
9 Lake View Court, LEEDS,
England, LS8 2TX
Email: sab@modainpelle.com
SHAREHOLDERS:
/s/ Stephen Buck
Stephen Buck
Shares: 17,481 (53 shares @ £1 and 17,428 shares @ 1p) Ordinary Shares (48.15% of the issued and outstanding Company Stock at the end of the Effective Date)
Address:
9 Lake View Court, LEEDS,
England, LS8 2TX
Email: sab@modainpelle.com
/s/ John Patrick Bywater
John Patrick Bywater
Shares: 4 Ordinary Shares @ £1 (0.85% of the issued and outstanding Company Stock at the end of the Effective Date)
Address:
17 Chantry Grove, Royston, Barnsley,
South Yorkshire. England, S71 4QR
Email: patrick@modainpelle.com
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Shareholders Agreement
GlobalTech Corporation
/s/ Dana F. Green
Name: Dana F. Green
Title: Chief Executive Officer
Shares: 18,231 (59 shares @ £1 and 18,172 shares @ 1p) Ordinary Shares (51% of the issued and outstanding Company Stock at the end of the Effective Date)
Address:
3550 Barron Way Suite 13a,
Reno, NV 89511, USA
Email: d.green@globaltechcorporation.com
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EXHIBIT A
STOCK POWER AND ASSIGNMENT OF
UNCERTIFICATED ORDINARY SHARES
FOR VALUE RECEIVED, effective _________________, the undersigned (the “Assignor”), the owner of ___% of the capital stock of 123 Investments Limited, a private limited company registered under the laws of England and Wales (the “Company”), hereby sells, assigns, and transfers unto GlobalTech Corporation, a Nevada corporation (the “Assignee”), an aggregate of ___ Ordinary Shares of the Company (representing ____% of the aggregate outstanding Ordinary Shares of the Company), which are owned by the undersigned Assignor, along with any and all appurtenant rights thereto (the “Securities”) and Assignor does hereby irrevocably constitute and appoint the Secretary or other appropriate officers of the Company as its attorney-in-fact with full power to transfer said Securities on the books of the Company with full power of substitution in the premises. Such Securities are not represented by certificates, are held in book entry form and stand in the undersigned’s name on the books and records of the Company.
| [Name of Assignor] |
|---|
EXHIBIT B
TRANSFEREE CERTIFICATE
This Transferee Certificate (“Certificate”) is entered into in connection with, and forms a part of, that certain Shareholders Agreement dated on or around November 24, 2025 (the “Shareholders Agreement”), by and between 123 INVESTMENTS LIMITED, a private limited company registered under the laws of England and Wales (the “Company”), STEPHEN ANDREW BUCK, a citizen of United Kingdom of Great Britian and Northern Ireland, holding passport number GBR 564095396, and resident at 9 Lakeview Court, Leeds, LS8TX, United Kingdom (“Buck”) and JOHN PATRICK BYWATER, a citizen of United Kingdom of Great Britian and Northern Ireland, holding passport number GBR 562687304, and resident at 17 Chantry Grove, Royston, Barnsley, South Yorkshire, S71 4QR, United Kingdom, each an individual and each a shareholder of the Company (each a “Transferee”), and GlobalTech Corporation, a Nevada corporation (“GlobalTech”). Capitalized terms used herein but not otherwise defined have the meanings given to such terms in the Shareholders Agreement. Words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires.
- Representations and Warranties of Transferee. The undersigned Transferee, in connection with its sale of ordinary Company shares (the “Company Shares”) to GlobalTech pursuant to Section 4 of the Shareholders Agreement represents, warrants, and certifies that the following is true and correct as of the date of the execution date of this Certificate below, which shall be automatically reconfirmed upon the transfer of ordinary shares of the Company which are being sold by the undersigned pursuant to Section 4 of the Shareholders Agreement (the “Applicable Shares”), that:
(i) The undersigned Transferee has all requisite power and authority to execute and deliver this Agreement and to consummate the sale of the Company Shares contemplated by the Shareholders Agreement. The undersigned Transferee has duly and validly executed and delivered this Certificate and will, on or after the closing, execute, such other documents as may be required to affect the transfer of the Applicable Shares;
(ii) The execution and delivery by the undersigned Transferee of this Certificate and the consummation of the sale of the Applicable Shares, do not and will not, by the lapse of time, the giving of notice or otherwise: (a) constitute a violation of any law; or (b) result in or require the creation of any lien upon the Applicable Shares;
(iii) The undersigned Transferee is the sole record and beneficial owner of the Applicable Shares and has good and marketable title to all of the Applicable Shares, free and clear of any liens, claims, charges, options, rights of tenants or other encumbrances. The undersigned Transferee has sole managerial and dispositive authority with respect to the Applicable Shares and has not granted any person a proxy or option to buy the Applicable Shares that has not expired or been validly withdrawn. The sale and delivery of the Applicable Shares to GlobalTech will vest in GlobalTech the legal and valid title to the Applicable Shares, free and clear of all liens, security interests, adverse claims or other encumbrances of any character whatsoever;
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Release. Upon the closing of GlobalTech’s purchase of the Buyout Shares on the Buyout Closing Date, the undersigned hereby, for itself and its successors and assigns, releases, acquits and forever discharges GlobalTech, the Company and their subsidiaries and their respective Affiliates, the officers, directors, employees and agents thereof and their respective successors and assigns of and from any and all debts, amounts owed, claims, demands, liabilities, responsibilities, disputes, causes of action and obligations of every nature whatsoever, liquidated or unliquidated, known or unknown, matured or unmatured, fixed or contingent, that the undersigned, as of the Buyout Closing Date has, owns or holds or has at any time previously had, owned or held against such parties, whether in connection with any breach of the Shareholders Agreement or the Company’s Organizational Documents or otherwise, including, without limitation, all liabilities created as a result of the negligence of GlobalTech or the Company and their employees and agents, or under a theory of strict liability, existing as of the Buyout Closing Date and any amounts owed to the undersigned for the repayment of loans or advances made prior to the Company prior to the Buyout Closing Date.
Indemnification. The undersigned shall indemnify, defend and hold harmless GlobalTech and its Affiliates from, against, and in respect of, any and all claims, liabilities, obligations, damages, losses, costs, expenses, charges, assessments, interest, penalties, fines and judgments (at equity or at law, including statutory and common) whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) arising out of or relating to any breach or inaccuracy of any representation or warranty made by the undersigned in this Transferee Certificate.
GlobalTech and its attorneys and representatives shall be able to rely on such representations set forth in this Transferee Certificate for any and all purposes.
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Transfer Certificate
IN WITNESS WHEREOF, the undersigned Transferee has executed this Transferee Certificate on _______________, 20__.
| Name: | |
|---|---|
| By: |
| | Signature | | Printed Name of Signatory (if entity):_______________________ | | | Title: | |
| (required for any shareholder that is a corporation, partnership, trust or other entity) |
|---|
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Transfer Certificate
EXHIBIT C
TRANSFEREE CERTIFICATE
This Transferee Certificate (“Certificate”) is entered into in connection with, and forms a part of, that certain Shareholders Agreement dated on or around November 24, 2025 (the “Shareholders Agreement”), by and between 123 INVESTMENTS LIMITED, a private limited company registered under the laws of England and Wales (the “Company”), STEPHEN ANDREW BUCK, a citizen of United Kingdom of Great Britian and Northern Ireland, holding passport number GBR 564095396, and resident at 9 Lakeview Court, Leeds, LS8TX, United Kingdom (“Buck”) and JOHN PATRICK BYWATER, a citizen of United Kingdom of Great Britian and Northern Ireland, holding passport number GBR 562687304, and resident at 17 Chantry Grove, Royston, Barnsley, South Yorkshire, S71 4QR, United Kingdom, each an individual and each a shareholder of the Company (each a “Transferee”), and GlobalTech Corporation, a Nevada corporation (“GlobalTech”). Capitalized terms used herein but not otherwise defined have the meanings given to such terms in the Shareholders Agreement. Words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires.
- Representations and Warranties of Transferee. The undersigned Transferee, in connection with its sale of ordinary Company shares (the “Company Shares”) to GlobalTech pursuant to Section 5 of the Shareholders Agreement and such Transferee’s receipt and acceptance of certain GlobalTech Common Stock (the “GlobalTech Shares”), represents, warrants, and certifies that the following is true and correct as of the execution date of this Certificate below, which shall be automatically reconfirmed upon the transfer of ordinary shares of the Company which are being sold by the undersigned pursuant to Section 5 of the Shareholders Agreement (the “Applicable Shares”), that:
(i) The undersigned Transferee has all requisite power and authority to execute and deliver this Agreement and to consummate the sale of the Company Shares contemplated by the Shareholders Agreement. The undersigned Transferee has duly and validly executed and delivered this Certificate and will, on or after the closing, execute, such other documents as may be required to affect the transfer of the Applicable Shares;
(ii) The execution and delivery by the undersigned Transferee of this Certificate and the consummation of the sale of the Applicable Shares, do not and will not, by the lapse of time, the giving of notice or otherwise: (a) constitute a violation of any law; or (b) result in or require the creation of any lien upon the Applicable Shares;
(iii) The undersigned Transferee is the sole record and beneficial owner of the Applicable Shares and has good and marketable title to all of the Applicable Shares, free and clear of any liens, claims, charges, options, rights of tenants or other encumbrances. The undersigned Transferee has sole managerial and dispositive authority with respect to the Applicable Shares and has not granted any person a proxy or option to buy the Applicable Shares that has not expired or been validly withdrawn. The sale and delivery of the Applicable Shares to GlobalTech will vest in GlobalTech the legal and valid title to the Applicable Shares, free and clear of all liens, security interests, adverse claims or other encumbrances of any character whatsoever;
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Transfer Certificate
(iv) Transferee recognizes that the GlobalTech Shares have not been registered under the Securities Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the GlobalTech Shares are registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or unless an exemption from registration is available. Such Transferee may not sell the GlobalTech Shares without registering them under the Securities Act and any applicable state securities laws unless exemptions from such registration requirements are available with respect to any such sale;
(v) Transferee is acquiring the GlobalTech Shares for its own account for long-term investment and not with a view toward resale, fractionalization or division, or distribution thereof, and it does not presently have any reason to anticipate any change in its circumstances, financial or otherwise, or particular occasion or event which would necessitate or require the sale or distribution of the GlobalTech Shares. No one other than such Transferee will have any beneficial interest in said securities;
(vi) Transferee acknowledges that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act, as the same is more particularly set forth in Section 2 of this Certificate;
(vi) Transferee (A) is aware of, has received and had an opportunity to review (i) GlobalTech’s Annual Report on Form 10-K for the most recent fiscal year; and (ii) GlobalTech’s Quarterly Reports on Form 10-Q and current reports on Form 8-K issued after the end of the most recent fiscal year (which filings can be accessed by going to https://www.sec.gov/edgar/searchedgar/companysearch.html, typing “GlobalTech Corp” in the “Name, ticker symbol, or CIK” field, and clicking the “Search” button), in each case (i) through (ii), including the audited and unaudited financial statements, description of business, risk factors, results of operations, certain transactions and related business disclosures described therein (collectively the “Disclosure Documents”) and an independent investigation made by it of GlobalTech; (B) has, a reasonable time prior to the date of this Agreement, been given an opportunity to review material contracts and documents of GlobalTech and has had an opportunity to ask questions of and receive answers from GlobalTech’s officers and directors and has no pending questions as of the date of this Agreement; and (C) is not relying on any oral representation of GlobalTech or any other person, nor any written representation or assurance from GlobalTech; in connection with each Transferee’s acceptance of the Securities and investment decision in connection therewith. Each Transferee acknowledges that due to its receipt of and review of the information described above, it has received similar information as would be included in a Registration Statement filed under the Securities Act;
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Transfer Certificate
(vii) Transferee has such knowledge and experience in financial and business matters such that such Transferee is capable of evaluating the merits and risks of an investment in the GlobalTech Shares and of making an informed investment decision, and does not require a representative in evaluating the merits and risks of an investment in the GlobalTech Shares;
(viii) Transferee has had an opportunity to ask questions of and receive satisfactory answers from GlobalTech, or any person or persons acting on behalf of GlobalTech, concerning the terms and conditions of this Certificate and GlobalTech, and all such questions have been answered to the full satisfaction of such Transferee;
(ix) Transferee recognizes that an investment in GlobalTech is a speculative venture. The ownership of the GlobalTech Shares as an investment involves special risks;
(x) Transferee realizes that the GlobalTech Shares cannot readily be sold as they will be restricted securities and therefore the GlobalTech Shares must not be accepted unless such Transferee has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties and such Transferee can provide for current needs and possible personal contingencies;
(xi) Transferee confirms and represents that it is able (i) to bear the economic risk of its investment, (ii) to hold the GlobalTech Shares for an indefinite period of time, and (iii) to afford a complete loss of its investment;
(xii) Transferee has carefully considered and has, to the extent it believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in the GlobalTech Shares for its particular tax and financial situation and its advisers, if such advisors were deemed necessary, have determined that the GlobalTech Shares are a suitable investment for itself;
(xiii) Transferee has not become aware of and has not been offered the GlobalTech Shares by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to such Transferee’s knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising;
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(xiv) Transferee confirms and acknowledges that GlobalTech is under no obligation to register or seek an exemption under any federal and/or state securities acts for any sale or transfer of the GlobalTech Shares by such Transferee, and such Transferee is solely responsible for determining the status, in its hands, of the GlobalTech Shares acquired in connection herewith and the availability, if required, of exemptions from registration for purposes of sale or transfer of the GlobalTech Shares; and
(xv) Transferee confirms and acknowledges that the GlobalTech Shares will bear the following restrictive legend (or a similar legend):
‘‘THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED WITHOUT EITHER: i) REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR ii) SUBMISSION TO THE CORPORATION OF AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION THAT SAID SHARES AND THE TRANSFER THEREOF ARE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS.’’
- Accredited Investor Status. By signing below, the undersigned Transferee confirms, acknowledges and agrees that he, she or it is an “accredited investor,” as that term is defined in the Securities Act. The undersigned Transferee has initialed the line below indicating the basis on which he, she or it is representing his, her or its status as an “accredited investor”. The representation and confirmation below shall be effective for all purposes as of the closing date of the sale of the Applicable Shares (the “Applicable Date”) pursuant to the terms of the Shareholders Agreement. GlobalTech and its attorneys and representatives shall be able to rely on this Certificate for any and all purposes. The undersigned Transferee confirms, acknowledges and agrees that he, she or it, is an “accredited investor”, due to the fact that he, she or it is:
| _______ | a bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”); an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, and such plan has total assets in excess of US$5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are “accredited investors”; |
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| _______ | a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; |
|---|---|
| _______ | an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; |
| _______ | a natural person whose individual net worth, or joint net worth with the undersigned’s spouse or spousal equivalent, at the time of this purchase exceeds US$1,000,000. For purposes of this item, “net worth” means the excess of total assets at fair market value (including personal and real property, but excluding the estimated fair market value of a person’s primary home) over total liabilities. Total liabilities excludes any mortgage on the primary home in an amount of up to the home’s estimated fair market value as long as the mortgage was incurred more than 60 days before the Applicable Date, but includes (i) any mortgage amount in excess of the home’s fair market value and (ii) any mortgage amount that was borrowed during the 60-day period before the Applicable Date; |
| _______ | a natural person who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with the undersigned’s spouse or spousal equivalent in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. “Income” for this purpose is computed by adding the following items to adjusted gross income for federal income tax purposes: (a) the amount of any tax-exempt interest income received; (b) the amount of losses claimed as a limited partner in a limited partnership; (c) any deduction claimed for depletion; (d) deductions for alimony paid; (e) deductible amounts contributed to an IRA or Keogh retirement plan; and (f) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the U.S. Internal Revenue Code; or |
| _______ | an entity (other than a trust) in which all of the equity holders are “accredited investors” by virtue of their meeting one or more of the above standards. |
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Transfer Certificate
3. Release. Upon the closing of GlobalTech’s purchase of the Applicable Shares on the Applicable Date, the undersigned hereby, for itself and its successors and assigns, releases, acquits and forever discharges GlobalTech, the Company and their subsidiaries and their respective Affiliates, the officers, directors, employees and agents thereof and their respective successors and assigns of and from any and all debts, amounts owed, claims, demands, liabilities, responsibilities, disputes, causes of action and obligations of every nature whatsoever, liquidated or unliquidated, known or unknown, matured or unmatured, fixed or contingent, that the undersigned, as of the Applicable Date has, owns or holds or has at any time previously had, owned or held against such parties, whether in connection with any breach of the Shareholders Agreement or the Company’s Organizational Documents or otherwise, including, without limitation, all liabilities created as a result of the negligence of GlobalTech or the Company and their employees and agents, or under a theory of strict liability, existing as of the Applicable Date and any amounts owed to the undersigned for the repayment of loans or advances made prior to the Company prior to the Applicable Date.
- Indemnification. The undersigned shall indemnify, defend and hold harmless GlobalTech and its Affiliates from, against, and in respect of, any and all claims, liabilities, obligations, damages, losses, costs, expenses, charges, assessments, interest, penalties, fines and judgments (at equity or at law, including statutory and common) whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) arising out of or relating to any breach or inaccuracy of any representation or warranty made by the undersigned in this Transferee Certificate.
GlobalTech and its attorneys and representatives shall be able to rely on such representations set forth in this Transferee Certificate for any and all purposes.
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Transfer Certificate
IN WITNESS WHEREOF, the undersigned Transferee has executed this Transferee Certificate on _______________, 20__.
| Name: | |
|---|---|
| By: |
| | Signature | | Printed Name of Signatory (if entity):_______________________ | | | Title: | |
| (required for any shareholder that is a corporation, partnership, trust or other entity) |
|---|
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Transfer Certificate
Annex
Part 1 – Performance Targets to be achieved by 31^st^ December 2028:
| · | Revenue of GBP 49.0 million |
|---|
| · | 123 Investments Limited EBIDTA* of GBP 4.897 million |
| · | 123 Investments Limited Net Profit* after tax of GBP 2.743 million |
| · | Free Cash** of GBP 3.5 million |
* As defined in the Exchange Agreement.
** [Free Cash is defined as Cash Flow from Operations – Capital Expenditures.
GBP means British Pounds.
These targets shall be Reduced by 40% of the above stated values if the uplisting and credit facility requirements are not met as per clause 20(d) above.
Part 2 – Formula for Calculation of Put Purchase Price
Put Purchase Price = 10% of (X + Y)
Where:
(i) X is equal to seventy percent (70%) of the product of ten (10) multiplied by the Company’s EBITDA for the most recently completed fiscal year; and
(ii) Y is equal to thirty percent (30%) of the product of fourteen (14) multiplied by the Company’s Free Cash Flow, as defined herein, for the most recently completed fiscal year.
Example:
If at the year ended 28 January 2028, the achievement is as per plan i.e. EBITDA = GBP 4.897 million and Free Cash Flows = GBP 3.5 million, the valuation would be X+Y = (4.897 x 10 x70%) + **** (3.5 x 14 x 30%) = Company Valuation is GBP 48.979 million
The Parties agree that the above targets will be deemed to have been met in case the Company meets 75% of the above targets.
Rationale for Inclusion of Free Cash Flow Component:
The Parties acknowledge and agree that the inclusion of a Free Cash Flow-based component in the Put Purchase Price formula is intended to provide a more comprehensive and commercially reasonable valuation of the Company. While EBITDA is a widely used measure of operational performance, it does not reflect the Company’s net cash generation after capital expenditures, changes in working capital, and other required outflows. Free Cash Flow, by contrast, represents the actual cash available to equity holders and is therefore a more accurate indicator of distributable value. The use of a higher multiple for Free Cash Flow acknowledges its quality and relevance in valuation. This formulation incentivizes financial discipline, aligns shareholder interests with sustainable value creation, and ensures fair consideration in periods of capital intensity or cash flow variability.
global_ex102.htm EXHIBIT 10.2
VOTING AGREEMENT
THIS VOTING AGREEMENT, dated and effective November 24, 2025 (this “Agreement”), is made by and among Stephen Buck and John Patrick Bywater, individuals (each a “Voting Party”) and Babar Ali Syed and Muhammad Azhar Saeed (collectively, the “Majority Stockholders”) of GlobalTech.
RECITALS
WHEREAS, as a required term and condition of that certain share exchange agreement (the “Exchange Agreement”), by and between GlobalTech Corporation, a Nevada corporation (the “Company”), 123 Investments Limited, a private limited company registered under the laws of England and Wales (“123 Investments”), the Voting Party, and certain other 123 Investments security holders, is that the Voting Party enter into this Agreement;
WHEREAS, the Voting Party will receive, upon the closing of the Exchange Agreement, that number of shares of Series A Convertible Preferred Stock as are set forth next to the Voting Party’s name on the signature page hereof (the “Preferred Stock”), which are convertible into shares of common stock, $0.0001 par value per share of the Company (the “Shares”), pursuant to the terms of the designation of such Preferred Stock; and
WHEREAS, Voting Party desires to enter into this Agreement to provide the Majority Stockholders voting rights to the Shares, on the terms and pursuant to the conditions set forth below.
Accordingly, in consideration of the mutual representations, warranties, covenants and agreements set forth herein, for $100, the receipt and sufficiency of which Voting Party acknowledges from Majority Stockholders, as a required condition of the Exchange Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement, intending to be legally bound, agree as follows:
ARTICLE I.
SHARES; AGREEMENT TO VOTE AND VOTING PROXY
1.1. The Shares. Any interest or other voting securities, or the voting rights relating thereto, of the Company, that may be owned, held or subsequently acquired in any manner, legally or beneficially, directly or indirectly, of record or otherwise, by the Voting Party, other than the Shares, at any time during the term of this Agreement, as a result of the ownership of the Shares whether issued incident to any split, dividend, conversion, increase in capitalization, recapitalization, merger, consolidation, reorganization, or other transaction shall be included within the term “Shares” as used herein and shall be subject to the terms of this Agreement. For the sake of clarity and in an abundance of caution, the parties agree and confirm that the Majority Stockholders shall have no voting rights under or with respect to the Preferred Stock, unless or until converted into Common Stock pursuant to the terms thereof.
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Voting Agreement
GlobalTech Corporation
November 24, 2025
1.2. Irrevocable Proxy; Power of Attorney and Agreement to Vote for Board of Directors.
1.2.1 Voting Party, by his entry into this Agreement, hereby constitutes and appoints the Majority Stockholders, and each of them separately, with the power to act alone and with full power of substitution, during and for the Term, as Voting Party’s true and lawful attorney and irrevocable proxy, for and in the Voting Party’s name, place and stead, to vote or act by written consent with respect to the Shares owned or held by Voting Party as Voting Party’s proxy, and to execute all appropriate instruments consistent with this Agreement on behalf of Voting Party, in all proceedings in which the vote or written consent of the Voting Party may be required or authorized by law during the Term (including, but not limited to actual meetings of the shareholders of the Company and written consents to action) regardless of whether such Voting Party actually attends any applicable meeting or signs any applicable consent, or not (the “Proxy”). Voting Party intends the foregoing Proxy to be, and it shall be, irrevocable and coupled with an interest during the Term. All action to be taken on any question shall be determined by Majority Stockholders, or their assigns, in their sole discretion, provided that any deadlock between the Majority Stockholders shall be settled by the Majority Stockholder with the then greatest ownership interest in the Company. Without limiting the foregoing, Voting Party shall deliver to Majority Stockholders a duly executed Irrevocable Voting Proxy, which shall be irrevocable to the fullest extent permissible by law, in the form attached hereto as Exhibit A simultaneously with the execution hereof.
1.2.2 The proxy and power granted by such Voting Party pursuant to this Section 1.2 are coupled with an interest. The proxy and power will be irrevocable for the Term hereof, and the vote (or action by written consent) of Majority Stockholders (or their assigns), in their capacity as proxyholder, shall control in any conflict between the vote (or action by written consent) of Majority Stockholders (or their assigns), in their capacity as proxyholder, with respect to Voting Party’s Shares and the vote (or action by written consent) of each such Voting Party with respect to Voting Party’s Shares.
1.2.3 Voting Party agrees that, except as required under the Company’s organizational documents, as soon as reasonably practicable prior to (i) any meeting of the shareholders of the Company, however called, including any adjournment, recess or postponement thereof, and (ii) the requested execution of any written consent of the shareholders of the Company, Voting Party shall notify Majority Stockholders in writing of such meeting or written consent and, in the case of a meeting, deliver to Majority Stockholders any proxy card received by Voting Party relating thereto. Majority Stockholders agree that they shall exercise their duty as proxyholders in accordance with the terms of this Section 1.2.
1.2.4 The voting rights set forth in this Section 1.2 shall be defined herein as the “Voting Rights”.
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Voting Agreement
GlobalTech Corporation
November 24, 2025
1.3. Representations. Voting Party hereby agrees that, except for this Agreement, such Voting Party (i) has not entered into, and shall not enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to any Shares and (ii) has not granted, and shall not grant at any time while this Agreement remains in effect, a proxy, consent or power of attorney with respect to any Shares, in the case of each of clause (i) and (ii), that would prevent the Voting Party’s compliance with this Agreement.
1.4. Termination. The provisions of this Agreement shall terminate automatically upon the earlier of (a) January 1, 2029, (b) the date that such Voting Party no longer holds any Shares, and (c) the date that Majority Stockholders have provided written notice to Voting Party of the termination of this Agreement (the “Term”). It is understood and agreed that if there are successors of interest to the Majority Stockholders, such successors shall receive the voting rights.
1.5. Reservation of Rights. All other rights and privileges of ownership of the Shares shall be reserved to and retained by Voting Party, except to the extent expressly set forth herein.
ARTICLE II.
TRANSFERS
2.1. General Restrictions. Voting Party agrees that during the Term, Voting Party shall not, and shall not permit anyone else to, (i) sell, transfer, encumber, pledge, assign or otherwise dispose of any of the Shares, (ii) deposit the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect thereto, or (iii) enter into any contract, option or other legally binding undertaking providing for any transaction provided in (i) or (ii) hereof (each a “Transfer”), without the prior written consent of the Majority Stockholders, or compliance with the terms of that certain Lock-up and Leak-out Agreement, dated on or around the date hereof between the Voting Party, certain other parties, and the Company, as such may be amended or restated from time to time. Any Transfer not in accordance with this Section 2.1 shall be deemed to constitute a Transfer by Voting Party in violation of this Agreement, shall be void ab initio, and the Company shall not recognize any such Transfer.
ARTICLE III.
REASONABLE EFFORTS TO COOPERATE.
3.1. Voting Party shall, upon receipt of reasonable advance notice by Majority Stockholders, without further consideration, promptly provide any customary information reasonably requested by Majority Stockholders that is necessary for any regulatory application or filing made or approval sought in connection with the transactions contemplated by this Agreement (including filings with any governmental authority).
3.2. Voting Party hereby consents to the publication and disclosure in any documents or communications provided by Majority Stockholders or the Company to any governmental authority or to the Company’s security holders of Voting Party’s identity and beneficial and record ownership of the Shares and the nature of Voting Party’s commitments, arrangements and understandings under and relating to this Agreement.
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Voting Agreement
GlobalTech Corporation
November 24, 2025
ARTICLE IV.
GENERAL PROVISIONS
4.1. Certificate Legend. Each certificate evidencing Shares held by Voting Party shall, at the request of Majority Stockholders, bear a legend substantially to the following effect (the “Legend”):
| “THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THE VOTING AGREEMENT, DATED NOVEMBER 24, 2025, BY AND AMONG THE HOLDER OF THIS CERTIFICATE, GLOBALTECH CORPORATION, BABAR ALI SYED AND MUHAMMAD AZHAR SAEED (AS AMENDED FROM TIME TO TIME), PURSUANT TO WHICH, AMONG OTHER THINGS, THE SECURITYHOLDER PROVIDED AN IRREVOCABLE VOTING PROXY TO BABAR ALI SYED AND MUHAMMAD AZHAR SAEED TO VOTE THE SHARES EVIDENCED BY THIS CERTIFICATE ON CERTAIN MATTERS.” |
|---|
Notwithstanding anything to the contrary in this Agreement, to the extent that the Shares are held in uncertificated form, the Voting Party acknowledges and agrees that the Company or Majority Stockholders may cause the Legend required pursuant to this Agreement to be reflected in the records of the transfer agent and/or registrar of the Company and may cause such transfer agent to comply with the provisions of this Section 4.1 relating to the removal of the Legend.
4.2. Proxyholder’s Liability. The Majority Stockholders, in their capacity as a proxyholder pursuant to Section 1.2, shall not be liable for any error of judgment nor for any act done or omitted, nor for any mistake of fact or law nor for anything which the Majority Stockholders may do or refrain from doing in good faith in their capacity as a proxyholder, nor shall the Majority Stockholders have any accountability hereunder, except for their own bad faith, gross negligence or willful misconduct. Furthermore, upon any judicial or other inquiry or investigation of or concerning the Majority Stockholders’ acts pursuant to their rights and powers as proxyholders, such acts shall be deemed reasonable and in the best interests of the Voting Party unless proved to the contrary by clear and convincing evidence. The provisions contained in this Section 4.2 shall survive the termination of this Agreement (or any provision hereof).
4.3. Notices. All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be delivered (i) by personal delivery, or (ii) by national overnight courier service, or (iii) by certified or registered mail, return receipt requested, or (iv) via facsimile transmission, with confirmed receipt, or (v) via email. Notice shall be effective upon receipt except for notice via fax (as discussed above) or email, which shall be effective only when the recipient, by return or reply email or notice delivered by other method provided for in this Section 4.2, acknowledges having received that email (with an automatic “read receipt” or similar notice not constituting an acknowledgement of an email receipt for purposes of this Section 4.2, but which acknowledgement of acceptance shall include cases where recipient ‘replies’ to such prior email, including the body of the prior email in such ‘reply’). Such notices shall be sent to the applicable party or parties at the address specified on the signature page hereof, subject to notice of changes thereof from any party with at least ten (10) business days’ notice to the other parties. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.
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Voting Agreement
GlobalTech Corporation
November 24, 2025
4.4. Counterparts. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party, each other party shall re execute the original form of this Agreement and deliver such form to all other parties. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.
4.5. Review of Agreement and Representations. Each party herein expressly represents and warrants to all other parties hereto that (a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; (d) said party has acted voluntarily and of its own free will in executing this Agreement; and (e) this Agreement is the result of arm’s length negotiations conducted by and among the parties and their respective counsel.
4.6. Entire Agreement. This Agreement (including the exhibits and schedules hereto and thereto) contains all of the terms, conditions and representations and warranties agreed to by the parties relating to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, negotiations, correspondence, undertakings, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement. No representation, warranty, inducement, promise, understanding or condition not set forth in this Agreement has been made or relied upon by any of the parties to this Agreement.
4.7. Authority to Enter Into Agreement. Each of the parties to this Agreement hereby represents and warrants to the other that it is duly authorized and empowered to execute, deliver and perform this Agreement and the transactions contemplated herein, and that such actions do not conflict with or violate any provision of law, regulation, policy, contract, deed of trust or other instrument to which it is a party or by which it is bound and that this Agreement constitutes a valid and binding obligation of it enforceable in accordance with its terms. Assuming the due authorization, execution and delivery of this Agreement by the parties hereto and thereto, this Agreement constitutes, the legal, valid and binding obligation of the parties enforceable against each party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles.
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Voting Agreement
GlobalTech Corporation
November 24, 2025
4.8. Third-Party Beneficiary. Except for the Company’s rights hereunder to reject a Transfer not in compliance with the terms of this Agreement, nothing in this Agreement, express or implied, is intended or shall be construed to confer upon, or give to, any person, firm, corporation or other entity other than the parties hereto any remedy or claim under or by reason of this Agreement or any terms or conditions hereof, and all of the terms, conditions, promises and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and the Company, as applicable.
4.9. Governing Law, Arbitration and Jurisdiction.
(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, U.S.A.
(b) The parties shall first attempt to amicably resolve within thirty (30) days any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement or the breach, termination or validity hereof, through mutual discussions carried out in good faith between the Voting Party on the one hand, and the Majority Stockholders, on the other hand. If such dispute, controversy of claim is not resolved within the thirty (30) day time limit referred to in the preceding sentence, then the parties shall appoint a third party mediator to resolve the deadlock, it being acknowledged and agreed that such mediation shall be in accordance with an internationally recognized model procedure, such as the Center for Effective Dispute Resolution (CEDR), and shall be completed within thirty (30) days. The parties shall refer any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement or the breach, termination or validity hereof that has not been resolved in accordance with the preceding two sentences to arbitration in Paris, France, in accordance with the Arbitration Rules of the International Chamber of Commerce for the time being in force (the “Rules”), which are deemed to be incorporated by reference into this Section 4.9(b). The arbitral tribunal shall consist of three arbitrators, appointed in accordance with the Rules. The arbitration shall be conducted in English. When any dispute occurs and when any dispute is under arbitration, except for the matters under dispute the parties shall continue to exercise their remaining respective rights, and fulfil their remaining respective obligations under this Agreement. An award made by the arbitral tribunal pursuant to an arbitration in accordance with this Section 4.9(b) shall be treated as final and binding on the parties and enforceable in accordance with all applicable laws.
(c) Subject to sub-clause (b) above of this Section 4.9, the Courts at Reno, Nevada, shall have exclusive jurisdiction over all matters arising out of or in connection with this Agreement.
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Voting Agreement
GlobalTech Corporation
November 24, 2025
4.10. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except with respect to Transfers approved under ARTICLE II, the Voting Party may not, directly or indirectly, assign any of its rights or delegate any of its obligations under this Agreement, by operation of law or otherwise, without the prior written consent of the Majority Stockholders. Any purported direct or indirect assignment in violation of this Section 4.9 shall be void and of no force or effect.
4.11. Submission to Jurisdiction; Service. Each party (a) irrevocably and unconditionally submits to the personal jurisdiction of the federal or state courts of Nevada, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated by this Agreement shall be brought, tried and determined only in such courts, (d) waives any claim of improper venue or any claim that those courts are an inconvenient forum and (e) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the aforesaid courts. The parties to this Agreement agree that the provision of notice in connection with any such action or proceeding in the manner provided in Section 4.2 or in such other manner as may be permitted by applicable law, shall be valid and sufficient service thereof.
4.12. Severability. If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law or public policy by a court of competent jurisdiction, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect, insofar as the foregoing can be accomplished without materially affecting the economic benefits anticipated by the parties to this Agreement. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law.
4.13. Waiver and Amendment. No amendment or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed in the case of an amendment, by Voting Party and the Majority Stockholders. No failure on the part of a party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.
4.14. Specific Performance. The parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any federal or state court located in Nevada, this being in addition to any other remedy at law or in equity, and the parties to this Agreement hereby waive any requirement for the posting of any bond or similar collateral in connection therewith. The parties agree that they shall not object to the granting of injunctive or other equitable relief on the basis that there exists an adequate remedy at law.
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Voting Agreement
GlobalTech Corporation
November 24, 2025
4.15. Fees and Expenses. Except as otherwise provided in this Agreement, all fees and expenses incurred in connection with this Agreement shall be paid by the party incurring such fees or expenses.
4.16. Further Assurances. Voting Party hereby covenants that it will, whenever and as reasonably requested by the Majority Stockholders and at Voting Party’s sole cost and expense, do, execute, acknowledge and deliver any and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as the Majority Stockholders may reasonably require in order to complete, insure and perfect the terms and conditions of this Agreement and the rights provided in connection herewith.
4.17. Stock Splits, Stock Dividends, etc. In the event of any issuance of shares of the Company’s voting securities hereafter to Voting Party (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization or similar transaction), such shares shall become subject to this Agreement and shall be endorsed with the legend set forth above. Wherever in this Agreement there is a reference to a specific number of Shares of the equity securities of the Company, then, upon the occurrence of any of foregoing events, the specific number of Shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the effect on the outstanding shares of such class or series of stock by such event.
4.18. Successor Proxy. In the event that the Majority Stockholders are unable or unwilling to serve as the proxy of Voting Party hereunder, a successor proxy may be appointed by the Majority Stockholders at their discretion. A successor proxy shall be vested with all the rights, powers and authority as if originally named in this Agreement. The Voting Party shall re-execute and provide such successor proxy any and all voting proxies and other confirmations as such successor proxy may reasonably request to reflect the successor proxy as proxy of Voting Party hereunder. No appointment of a successor proxy may extend the Term of this Agreement later than the death of the Majority Stockholders.
[Remainder of page left intentionally blank. Signature page follows.]
Page 8 of 10
Voting Agreement
GlobalTech Corporation
November 24, 2025
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the parties to this Agreement as of the date first written above.
| “Majority Stockholders” | |
|---|---|
| By: | /s/ Babar Ali Syed |
| | Babar Ali Syed | | By: | /s/ Muhammad Azhar Saeed |
| Muhammad Azhar Saeed | |
|---|---|
| Attn: | Muhammad Azhar Saeed **** |
| Email: | azhar@globaltechcorporation.com |
______________________
“Voting Party”
Stephen Buck /s/ Stephen Buck
78,593 Shares of Series A Convertible Preferred Stock at the time of entry into this Agreement and 87,326 Shares of Series A Convertible Preferred Stock following the issuance of the Holdback Shares
Address for Notice:
9 Lake View Court, LEEDS
England,
LS8 2TX
Attn:_ Stephen Buck ****
**Email:_**sab@modainpelle.com
John Patrick Bywater **** /s/ John Patrick Bywater
4,207 Shares of Series A Convertible Preferred Stock at the time of entry into this Agreement and 4,674 Shares of Series A Convertible Preferred Stock following the issuance of the Holdback Shares
Address for Notice:
17 Chantry Grove, Royston, Barnsley,
South Yorkshire. England,
S71 4QR
Attn:_ John Patrick Bywater ****
**Email:_**patrick@modainpelle.com
Page 9 of 10
Voting Agreement
GlobalTech Corporation
November 24, 2025
“Company”
Confirming the restrictions on Transfer described in the Agreement above, and that the Company agrees to use commercially reasonable efforts: (a) to assist in the enforcement of the terms of this Agreement, including, without limitation; (b) to inform the parties of this Agreement of any breach of this Agreement (to the extent the Company has knowledge thereof); and (c) to assist the parties of this Agreement in the exercise of their rights and the performance of their obligations under this Agreement:
GlobalTech Corporation
By: /s/ Dana F. Green
Its: Chief Executive Office
Printed Name: Dana F. Green
Page 10 of 10
Voting Agreement
GlobalTech Corporation
November 24, 2025
IRREVOCABLE VOTING PROXY
Stephen Buck, an individual (“Voting Party”), a shareholder of Series A Convertible Preferred Stock of GlobalTech Corporation, a Nevada corporation (the “Company”), which is convertible into shares of common stock, $0.0001 par value per share of the Company (the “Shares”, which term shall include such other shares of common stock or other securities as he may come to own or have voting control over during the Term as a result of the ownership of the Shares, as described in greater detail in the Voting Agreement, dated November 24, 2025 (the “Agreement”), which this Irrevocable Voting Proxy is attached to as Exhibit A) as of the date hereof, hereby appoints each of Babar Ali Syed and Muhammad Azhar Saeed, as his proxy (the “Proxies”), with the power to act alone and with full power of substitution, during and for the Term, as Voting Party’s true and lawful attorney and irrevocable proxy, for and in the Voting Party’s name, place and stead, to vote or act by written consent with respect to the Shares owned or held by Voting Party as Voting Party’s proxy, and to execute all appropriate instruments consistent with this Irrevocable Voting Proxy on behalf of Voting Party, in all proceedings in which the vote or written consent of the shareholders may be required or authorized by law during the Term (including, but not limited to actual meetings of the shareholders of the Company and written consents to action) regardless of whether Voting Party actually attends any applicable meeting or signs any applicable consent, or not, as if the undersigned were present and voting such Shares.
Upon Voting Party’s execution of this Irrevocable Voting Proxy, any and all prior proxies (other than this Irrevocable Voting Proxy) given by Voting Party with respect to the subject matter contemplated by this Irrevocable Voting Proxy are hereby revoked with respect to such subject matter and Voting Party agrees not to grant any subsequent proxies with respect to such subject matter or enter into any agreement or understanding with any person to vote or give instructions with respect to such subject matter in any manner inconsistent with the terms of this Irrevocable Voting Proxy until after the expiration of the Term.
The Proxies named above, and their assigns, are hereby authorized and empowered by Voting Party, at any time prior to the end of the Term, to act as Voting Party’s attorney and proxy to vote the Shares, and to exercise all voting and other rights of Voting Party with respect to the Voting Rights, at every annual, special or adjourned meeting of the stockholders of the Company and in every written consent in lieu of such meeting
The undersigned hereby affirms that this Irrevocable Voting Proxy, which shall be irrevocable to the fullest extent permissible by law, is coupled with an interest and ratifies and confirms all that the Proxies may lawfully do or cause to be done by virtue hereof.
Capitalized terms used herein but not defined shall have the meanings given to such terms in the Agreement.
All authority herein conferred shall be binding upon the heirs, representatives, successors and assigns of Voting Party. Executed as of November 24, 2025.
/s/ Stephen Buck
Stephen Buck
IRREVOCABLE VOTING PROXY
John Patrick Bywater, an individual (“Voting Party”), a shareholder of Series A Convertible Preferred Stock of GlobalTech Corporation, a Nevada corporation (the “Company”), which is convertible into shares of common stock, $0.0001 par value per share of the Company (the “Shares”, which term shall include such other shares of common stock or other securities as he may come to own or have voting control over during the Term as a result of the ownership of the Shares, as described in greater detail in the Voting Agreement, dated November 24, 2025 (the “Agreement”), which this Irrevocable Voting Proxy is attached to as Exhibit A) as of the date hereof, hereby appoints each of Babar Ali Syed and Muhammad Azhar Saeed, as his proxy (the “Proxies”), with the power to act alone and with full power of substitution, during and for the Term, as Voting Party’s true and lawful attorney and irrevocable proxy, for and in the Voting Party’s name, place and stead, to vote or act by written consent with respect to the Shares owned or held by Voting Party as Voting Party’s proxy, and to execute all appropriate instruments consistent with this Irrevocable Voting Proxy on behalf of Voting Party, in all proceedings in which the vote or written consent of the shareholders may be required or authorized by law during the Term (including, but not limited to actual meetings of the shareholders of the Company and written consents to action) regardless of whether Voting Party actually attends any applicable meeting or signs any applicable consent, or not, as if the undersigned were present and voting such Shares.
Upon Voting Party’s execution of this Irrevocable Voting Proxy, any and all prior proxies (other than this Irrevocable Voting Proxy) given by Voting Party with respect to the subject matter contemplated by this Irrevocable Voting Proxy are hereby revoked with respect to such subject matter and Voting Party agrees not to grant any subsequent proxies with respect to such subject matter or enter into any agreement or understanding with any person to vote or give instructions with respect to such subject matter in any manner inconsistent with the terms of this Irrevocable Voting Proxy until after the expiration of the Term.
The Proxies named above, and their assigns, are hereby authorized and empowered by Voting Party, at any time prior to the end of the Term, to act as Voting Party’s attorney and proxy to vote the Shares, and to exercise all voting and other rights of Voting Party with respect to the Voting Rights, at every annual, special or adjourned meeting of the stockholders of the Company and in every written consent in lieu of such meeting
The undersigned hereby affirms that this Irrevocable Voting Proxy, which shall be irrevocable to the fullest extent permissible by law, is coupled with an interest and ratifies and confirms all that the Proxies may lawfully do or cause to be done by virtue hereof.
Capitalized terms used herein but not defined shall have the meanings given to such terms in the Agreement.
All authority herein conferred shall be binding upon the heirs, representatives, successors and assigns of Voting Party. Executed as of November 24, 2025.
/s/ John Patrick Bywater
John Patrick Bywater
global_ex103.htm
EXHIBIT 10.3
LOCK-UP AND LEAK-OUT AGREEMENT
THIS LOCK-UP AND LEAK-OUT AGREEMENT (this “Agreement”), made as of November 24, 2025 (the “Effective Date”), by and among the individuals who have signed a form of page 8 of this Agreement below (each a “Signature Page”, each signatory a “Shareholder” and collectively, the “Shareholders”) and GlobalTech Corporation, a Nevada corporation (the “Company”).
W I T N E S S E TH:
WHEREAS, each Shareholder holds that number of shares of the Company’s Series A Convertible Preferred Stock as are set forth next to his, her or its signature on the Signature Page (the “Preferred Stock”), which are, pursuant to their terms, convertible into shares of common stock, $0.0001 par value per share of the Company (the “Common Stock”) (which shares of Common Stock issuable upon conversion of the Preferred Stock, together with any and all other shares of Common Stock or other securities of the Company which a Shareholder may obtain beneficial or record ownership of during the Trading Period (defined below), as a result of the ownership of the Preferred Stock or Common Stock, the “Shares”), which Shares shall be subject to the terms of this Agreement as provided below;
WHEREAS, the parties hereto desire to enter into this Agreement upon the terms and conditions contained hereinafter to set forth conditions pursuant to which each Shareholder may transfer and sell the Shares; and
WHEREAS, the entry into this Agreement is a required term and condition of that certain share exchange agreement dated November 24, 2025, by and between 123 Investments Limited, a limited corporation organized under the laws of England and Wales, the Company, and the Shareholders (the “Exchange Agreement”).
NOW, THEREFORE, in consideration of the mutual premises set forth herein and in the Exchange Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each Shareholder, the parties hereto hereby agree as follows.
1. Trading Period. Each Shareholder hereby agrees that, without the prior written consent of the Company:
1.1. As to any Shares, during the period (a) beginning on the date that the Preferred Stock is converted into such Shares pursuant to the terms of the Preferred Stock, as applicable to any Shares issuable upon conversion of Preferred Stock, and (b) for a period of two (2) years thereafter (as applicable, such applicable period between (a) and (b), the “Trading Period”), the Shareholder will not, directly or indirectly Transfer of any of the Shares, except that the Shareholder may Transfer:
Lock-up and Leak-out Agreement
Shareholder of GlobalTech Corporation
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(a) up to seven and a half percent (7.5%) of such Shareholder’s then individual shareholding in the Company’s Common Stock (“Shareholding”) any rolling period of three (3) consecutive months (calculated based on the total number of Shares held by such Shareholder as of the beginning of each rolling three (3) consecutive month period), and
(b) subject to such Shareholder Transferring a total of no more than thirty percent (30%) of such aggregate Shareholding (calculated based on the total number of Shares issued upon conversion of the Preferred Stock) during the entirety of the Trading Period, provided that
(c) the restrictions in (a) and (b) above, shall not apply to a Permitted Transfer.
The obligations and restrictions applicable to each Shareholder as set forth in Section 1.1 are defined as the “Trading Restrictions”.
1.2. “Transfer” means the direct or indirect, offer for sale, sale, pledge, hypothecation, transfer, assignment or other disposition of (or to enter into any transaction or device that is designed to, or could be expected to, result in the sale, pledge, hypothecation, transfer, assignment or other disposition at any time) (including, without limitation, by operation of law), or the entry into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of the Shares, whether any such transaction is to be settled by delivery of Shares or other securities, in cash or otherwise. This includes private transfers to any beneficial owner.
1.3. “Permitted Transfer” means a Transfer from a Shareholder to:
(a) an Immediate Family Member of such Shareholder or any lineal descendant of such Shareholder or his or her Immediate Family Member. “Immediate Family Member” as used to indicate a relationship with any individual, means (a) any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and any other individual (other than a tenant or employee) sharing the household of that individual or (b) a trust, the beneficiaries of which are the individual and/or any Immediate Family Member of that individual; or
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(b) any entity Controlled by the Shareholder or any Person referenced in paragraph (a) of this definition; provided, however, an entity Controlled by any Person referenced in paragraph (a) of this definition shall only remain a Permitted Transferee for as long as such entity is Controlled by such Person. “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise and “Person” means an individual or any corporation, partnership, limited liability company, trust, unincorporated organization, association, joint venture or any other organization or entity, whether or not a legal entity, provided that
(c) such transferee enters into a form of this Agreement, agreeing to be bound by the terms hereof as an original Shareholder hereunder.
For purposes of this definition, “lineal descendants” shall not include individuals adopted after attaining the age of eighteen (18) years and the adopted individual’s descendants.
1.4. Any attempted Transfer of Shares by any Shareholder which is not in compliance with this Agreement or which is in violation of the terms of this Agreement shall be void ab initio.
2. Representations and Warranties of Each Shareholder. Each Shareholder individually, and not jointly or severally, represents, warrants and agrees that:
2.1. The Shareholder is the sole record and beneficial owner of the Preferred Stock and has good and marketable title to all of the Preferred Stock. Shareholder has sole managerial and dispositive authority with respect to the Preferred Stock and has not granted any person a proxy or option to buy the Preferred Stock that has not expired or been validly withdrawn.
2.2. The Preferred Stock and the Shares and any certificate evidencing such Preferred Stock and Shares and/or any book-entry notation representing the Preferred Stock and Shares, may, at the request of the Company, be stamped or otherwise imprinted or noted with a conspicuous legend in substantially the following form:
“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THAT CERTAIN LOCK-UP AND LEAK-OUT AGREEMENT BETWEEN CERTAIN SHAREHOLDERS OF THE COMPANY, INCLUDING THE HOLDER, AND THE COMPANY, DATED AS OF NOVEMBER 21, 2025. A COPY OF THE LOCK-UP AND LEAK-OUT AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE COMPANY.”
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3. Right to Reject Dispositions. In furtherance of the foregoing, the Company and its Transfer Agent are hereby authorized (i) to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Agreement and (ii) to imprint on any certificate representing Shares beneficially owned by a Shareholder (or any book-entry relating to such Shares) with a legend describing the restrictions contained herein.
4. Power and Authority. Each party hereto respectively represents and warrants that such party has full power and authority to enter into this Agreement and that, upon request of the Company, each Shareholder will execute any additional documents necessary in connection with the enforcement hereof.
5. No Assignment; Binding Nature. No party may assign this Agreement in whole or in part, without the written consent of the other parties. This Agreement shall be binding upon the parties and their respective successors and permitted assigns.
6. Miscellaneous.
6.1. Severability of Invalid Provision. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
6.2. Entire Agreement of the Parties. The Agreement constitutes the entire agreement of the parties regarding the matters contemplated herein, or related thereto, and supersedes all prior and contemporaneous agreements, and understandings of the parties in connection therewith. No covenant, representations, or conditions, which are not expressed in the Agreement shall affect, or be effective to interpret, change, or restrict, the express provisions of this Agreement.
6.3. Further Assurances. All parties agree that, from time to time, each of them will take such other action and to execute, acknowledge and deliver such contracts or other documents as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Agreement.
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6.4. Specific Performance. The parties agree that the covenants and obligations contained in this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms hereof or thereof would cause irreparable injury in an amount which would be impossible to estimate or determine and for which any remedy at law would be inadequate. As such, the parties agree that if either party fails or refuses to fulfill any of its obligations under this Agreement, then the other party shall have the remedy of specific performance, which remedy shall be cumulative and nonexclusive and shall be in addition to any other rights and remedies otherwise available under any other contract or at law or in equity and to which such party might be entitled. The Shareholder therefore agrees that, in the event of any such breach or threatened breach of this Agreement or the terms and conditions hereof by the Shareholder, the Company shall be entitled, in addition to all other available remedies, to an injunction restraining any breach or threatened breach, without the necessity of showing economic loss and without any bond or other security being required.
6.5. Governing Law, Arbitration and Jurisdiction.
(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, U.S.A.
(b) The parties shall first attempt to amicably resolve within thirty (30) days any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement or the breach, termination or validity hereof, through mutual discussions carried out in good faith between the Shareholders on the one hand, and the Company, on the other hand. If such dispute, controversy of claim is not resolved within the thirty (30) day time limit referred to in the preceding sentence, then the parties shall appoint a third party mediator to resolve the deadlock, it being acknowledged and agreed that such mediation shall be in accordance with an internationally recognized model procedure, such as the Center for Effective Dispute Resolution (CEDR), and shall be completed within thirty (30) days. The parties shall refer any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement or the breach, termination or validity hereof that has not been resolved in accordance with the preceding two sentences to arbitration in Paris, France, in accordance with the Arbitration Rules of the International Chamber of Commerce for the time being in force (the “Rules”), which are deemed to be incorporated by reference into this Section 6.5(b). The arbitral tribunal shall consist of three arbitrators, appointed in accordance with the Rules. The arbitration shall be conducted in English. When any dispute occurs and when any dispute is under arbitration, except for the matters under dispute the parties shall continue to exercise their remaining respective rights, and fulfil their remaining respective obligations under this Agreement. An award made by the arbitral tribunal pursuant to an arbitration in accordance with this Section 6.5(b) shall be treated as final and binding on the parties and enforceable in accordance with all applicable laws. The costs of any arbitration shall be split between the Company and the Shareholders, provided that in the event of a CEDR mediation, each party shall pay their own costs.
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(c) Subject to sub-clause (b) above of this Section 6.5, the Courts at Reno, Nevada, shall have exclusive jurisdiction over all matters arising out of or in connection with this Agreement.
6.6. Construction. When used in this Agreement, unless a contrary intention appears: (i) a term has the meaning assigned to it; (ii) “or” is not exclusive; (iii) “including” means including without limitation; (iv) words in the singular include the plural and words in the plural include the singular, and words importing the masculine gender include the feminine and neuter genders; (v) any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; (vi) the words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision hereof; (vii) references contained herein to Article, Section, Schedule and Exhibit, as applicable, are references to Articles, Sections, Schedules and Exhibits in this Agreement unless otherwise specified; (viii) references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form, including, but not limited to email; (ix) references to “dollars”, “Dollars” or “$” in this Agreement shall mean United States dollars; (x) reference to a particular statute, regulation or law means such statute, regulation or law as amended or otherwise modified from time to time; (xi) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein); (xii) unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”; (xiii) references to “days” shall mean calendar days; and (xiv) the paragraph headings contained in this Agreement are for convenience only, and shall in no manner be construed as part of this Agreement.
6.7. Counterparts, Effect of Facsimile, Emailed and Photocopied Signatures. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (email) or downloaded from a website or data room (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party, each other party shall re execute the original form of this Agreement and deliver such form to all other parties. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.
[Remainder of page left intentionally blank. Signature pages follow.]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed and delivered by their duly authorized representatives as of the date first set forth above.
| THE COMPANY:<br> <br><br> <br>GlobalTech Corporation | |
|---|---|
| By: | /s/ Dana F. Green |
| Its: Chief Executive Officer | |
| **Printed Name:**Dana F. Green | |
[Signature Pages of Shareholders follow.]
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SHAREHOLDERS:
/s/ Stephen Buck
Stephen Buck
Preferred Stock Shares Beneficially Owned: 78,593 Shares of Series A Convertible Preferred Stock at the time of entry into this Agreement and 87,326 Shares of Series A Convertible Preferred Stock following the issuance of the Holdback Shares
/s/ John Patrick Bywater
John Patrick Bywater
Preferred Stock Shares Beneficially Owned: **** 4,207 Shares of Series A Convertible Preferred Stock at the time of entry into this Agreement and 4,674 Shares of Series A Convertible Preferred Stock following the issuance of the Holdback Shares
______________________
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global_ex991.htm EXHIBIT 99.1
GlobalTech Corporation Enters Into Definitive Agreement to Acquire Moda in Pelle, to Deliver a Boost to its Operations
RENO, NV, December 2, 2025 (GLOBE NEWSWIRE)--GlobalTech Corporation (OTC:GTLK)(“GTC” or GlobalTech”), a U.S. based technology holding company specializing in artificial intelligence (AI), big data, and emerging technologies, today announced the entry into a definitive purchase agreement to acquire a 51% interest in 123 Investments Limited d/b/a Moda in Pelle (MIP), a premium footwear brand established in 1975, with a strong presence in the UK market. MIP has remained at the cutting edge of technology deployment in its business operations and generated net revenues of approximately $37 million in its last fiscal year. The acquisition is expected to provide GTC with an additional revenue stream, significantly enhance its e-commerce capabilities through Thrivo AI activation in the MIP eco-system and strengthen its operational footprint in UK market. The Company expects the acquisition to close in the next 30 days, subject to customary closing conditions.
Dan Green, GlobalTech CEO commented, "We believe that the acquisition of MIP (which has been in business for 50 years) is a perfect fit for GlobalTech as we expect it to deliver substantial value creation, enhance our technology capabilities and provide direct access to the lucrative UK market. We further expect, Thrivo AI deployment in MIP’s operations will further boost business operations for GlobalTech and MIP. We look forward to collaborating with the 123 Investments team as we work to complete this exciting transaction.”
DETAILS OF THE TRANSACTION
GTC is acquiring a 51% stake in MIP in consideration for shares of common stock and Convertible Series A Preferred Stock of GTC. The Convertible Series A Preferred Stock, among other rights, convert into common stock of GlobalTech on the date that our common stock is uplisted to the NASDAQ Capital Market, as well as upon other conditions being met. The Series A Preferred Stock do not accrue any dividends.
123 Investments d/b/a Moda in Pelle (MIP) is a British footwear brand established in 1975. MIP has a strong presence in the UK market, offering high quality footwear and accessories through more than 40 retail stores and concessions and a strong online presence and independent stockists. For 50 years, MIP has been synonymous with elegance, blending British sophistication with Italian craftsmanship. Founded in Leeds by Stephen Buck, MIP’s journey began with a single store on Leed’s Bond Street. Today it remains rooted in Yorkshire, crafting stunning shoes, boots, bags, and accessories from the finest leathers.
More information regarding the transaction can be found in the Current Report on Form 8-K filed by GlobalTech with the Securities and Exchange Commission on December 2, 2025.
The Loev Law Firm, PC served as counsel to the Company in connection with the entry into the agreements with 123 Investments Limited.
About GlobalTech Corporation
GlobalTech Corporation is a U.S.-based technology holding company driving innovation across AI, big data, and emerging technologies. Through strategic partnerships, scalable platforms, and capital investments, GlobalTech empowers visionary companies and enterprises to transform industries and create exponential value in the digital economy.
For more information, visit: www.globaltechcorporation.com
Forward-Looking Statements
Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements, that involve a number of risks and uncertainties. Words such as “strategy,” “expects,” “continues,” “plans,” “anticipates,” “believes,” “would,” “will,” “estimates,” “intends,” “projects,” “goals,” “targets” and other words of similar meaning are intended to identify forward-looking statements but are not the exclusive means of identifying these statements. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. The important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, our ability to close the acquisition of 123 Investments, the timing thereof, and potential lawsuits in connection therewith, our ability to consolidate 123 Investments’ operations into ours, our strategic plans, treasury management, expected benefits of integrating World Mobile Chain, our need for additional capital, the terms of such capital and potential dilution caused thereby; foreign currency exchange losses, fluctuations and translation risks related to our business in Pakistan; the international economic environment, geopolitical developments and unexpected global events which could cause our business to decline; investing in emerging markets, where our operations are located, is subject to greater risks than investing in more developed markets, including significant political, legal and economic risks; our revenue performance can be unpredictable by nature; we operate in highly competitive markets, which we expect only to become more competitive; we may be unable to keep pace with technological changes and evolving industry standards; we are exposed to cyber-attacks and other cybersecurity threats that may lead to compromised or inaccessible telecommunications, digital and financial services, and/or leaks or unauthorized processing of confidential information, and perceptions of such threats may cause customers to lose confidence in our services; the telecommunications industry is highly capital-intensive and requires substantial and ongoing expenditures of capital; we may also be subject to increases in license fees for some of our licenses or to obtain new licenses; the loss of important intellectual property rights, as well as third-party claims that we have infringed on their intellectual property rights; our substantial amounts of indebtedness and debt service obligations could materially decrease our cash flow, which could adversely affect our business and financial condition; our status as a controlled company; the fact that no active trading market for our common stock exists, and an active trading market may not develop or be sustained in the future; stockholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares of the common stock, including upon conversion of certain outstanding convertible notes; the telecommunications industry is a highly regulated industry, and we are subject to an extensive variety of laws and operate in uncertain judicial and regulatory environments, which may result in unanticipated outcomes that could harm our business; our operating subsidiaries are located in Pakistan, and their assets are in Pakistan, which may affect shareholder rights, including the ability to enforce civil liabilities under U.S. securities laws; we are, and may in the future be, involved in, associated with, or otherwise subject to legal liability in connection with disputes and litigation with regulators, competitors, and third parties; our licenses are granted for specific periods and may be suspended, revoked, or we may be unable to extend or replace these licenses upon expiration; we may be affected by economic downturns both in Pakistan and globally, changes in inflation and interest rates, tariffs, increased costs of borrowing associated therewith and potential declines in the availability of such funding; and risks relating to future divestitures, asset sales, joint ventures and acquisitions.
Other important factors that may cause actual results and outcomes to differ materially from those contained in the forward-looking statements included in this communication are described in GlobalTech’s publicly filed reports, including, but not limited to, GlobalTech’s Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, and future Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. These reports are available at www.sec.gov. GlobalTech cautions that the foregoing list of important factors is not complete. All subsequent written and oral forward-looking statements attributable to GlobalTech or any person acting on behalf of GlobalTech are expressly qualified in their entirety by the cautionary statements referenced above. Other unknown or unpredictable factors also could have material adverse effects on GlobalTech’s future results. The forward-looking statements included in this press release are made only as of the date hereof. GlobalTech cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, GlobalTech undertakes no obligation to update these statements after the date of this release, except as required by law, and takes no obligation to update or correct information prepared by third parties that are not paid for by GlobalTech. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Contact:
Louie Toma
CORE IR
louie@coreir.com
212-655-0924
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