INDEMNITY AGREEMENTIndemnity Agreement • March 22nd, 2021 • Golden Arrow Merger Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 16, 2021, by and between Golden Arrow Merger Corp., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2021 • Golden Arrow Merger Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 16, 2021, is made and entered into by and among Golden Arrow Merger Corp., a Delaware corporation (the “Company”), Golden Arrow Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, members of the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
UNDERWRITING AGREEMENT between Golden Arrow Merger CORP. and BTIG, LLC Dated March 16, 2021 GOLDEN ARROW MERGER CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 22nd, 2021 • Golden Arrow Merger Corp. • Blank checks • New York
The undersigned, Golden Arrow Merger Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with BTIG, LLC (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 22nd, 2021 • Golden Arrow Merger Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Golden Arrow Merger Corp. (the “Company”) and Continental Stock Transfer& Trust Company (the “Trustee”), dated as of March 16, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 22nd, 2021 • Golden Arrow Merger Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of March 16, 2021, is entered into by and between Golden Arrow Merger Corp., a Delaware corporation (the “Company”), and Golden Arrow Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • March 22nd, 2021 • Golden Arrow Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 16, 2021, is by and between Golden Arrow Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).
Golden Arrow Merger Corp.Golden Arrow Merger Corp. • February 24th, 2021 • Blank checks • Delaware
We are pleased to accept the offer Golden Arrow Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 7,187,500 shares (“Founder Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock” and, together with all other classes of Company (as defined below) common stock, the “Common Stock”), of Golden Arrow Merger Corp., a Delaware corporation (the “Company”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
WARRANT AGREEMENTWarrant Agreement • March 5th, 2021 • Golden Arrow Merger Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Golden Arrow Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).
Golden Arrow Merger Corp. New York, NY 10022Letter Agreement • March 22nd, 2021 • Golden Arrow Merger Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between Golden Arrow Merger Corp., a Delaware corporation (the “Company”), and BTIG, LLC, as the representative (the “Representative”) of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units wi
SUBSCRIPTION AGREEMENTSubscription Agreement • October 4th, 2023 • Golden Arrow Merger Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [ ● ], 202[ ], by and between Golden Arrow Merger Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2023 • Golden Arrow Merger Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ● ], 202[ ], is made and entered into by and among Bolt Projects Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as Golden Arrow Merger Corp., a Delaware corporation)), Golden Arrow Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), the independent directors of the Company identified on the signature pages hereto (each, a “GAMC Independent Director” and, collectively, the “GAMC Independent Directors” and, together with any of their or the Sponsor’s respective Permitted Transferees, the “GAMC Holders” and each, a “GAMC Holder”), certain former securityholders of Bolt Threads, Inc., a Delaware corporation (“Bolt”) identified on the signature pages hereto (such holders, the “Bolt Holders” and, collectively with the Sponsor, the GAMC Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, the “H
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • October 4th, 2023 • Golden Arrow Merger Corp. • Blank checks
STOCKHOLDER SUPPORT AGREEMENT, dated as of October 4, 2023 (this “Agreement”), by and among Golden Arrow Merger Corp., a Delaware corporation (“GAMC”), Bolt Threads, Inc., a Delaware corporation (the “Company”), and certain of the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”).
BUSINESS COMBINATION AGREEMENT by and among Golden Arrow Merger Corp., Beam Merger Sub, Inc., and Bolt Threads, Inc. Dated as of October 4, 2023Registration Rights Agreement • October 4th, 2023 • Golden Arrow Merger Corp. • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT, dated as of October 4, 2023 (this “Agreement”), by and among Golden Arrow Merger Corp., a Delaware corporation (“GAMC”), Beam Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Bolt Threads, Inc., a Delaware corporation (the “Company”).
BTIG, LLC 65 E 55th Street New York, New York, 10022 February 2, 2024Underwriting Agreement • March 15th, 2024 • Golden Arrow Merger Corp. • Industrial organic chemicals
AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENTSubscription Agreement • March 15th, 2024 • Golden Arrow Merger Corp. • Industrial organic chemicals
This Amendment No. 1 (this “Amendment”) to the Subscription Agreement, dated October 4, 2023 (the “Subscription Agreement”), by and between Golden Arrow Merger Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (the “Subscriber”), is made and entered into as of February 28, 2024 by and among the Company and the Subscriber. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Subscription Agreement.
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 22nd, 2023 • Golden Arrow Merger Corp. • Blank checks • New York
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made effective as of March 15, 2023, by and between Golden Arrow Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”), and amends that certain Investment Management Trust Agreement, effective as of March 16, 2021 (the “Trust Agreement”), by and between the parties hereto. Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Trust Agreement.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 4th, 2023 • Golden Arrow Merger Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT, dated as of October 4, 2023 (this “Agreement”), by and among Golden Arrow Sponsor, LLC, a Delaware limited liability company (“Sponsor”), Golden Arrow Merger Corp., a Delaware corporation (“GAMC”) and Bolt Threads, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO SENIOR SECURED NOTE PURCHASE AGREEMENTSenior Secured Note Purchase Agreement • February 2nd, 2024 • Golden Arrow Merger Corp. • Blank checks • New York
This SENIOR SECURED NOTE PURCHASE AGREEMENT, dated as of October 14, 2022, is entered into by and among BOLT THREADS, INC., a Delaware corporation (together with its successors and assigns, “Company”, or “Issuer”), certain Subsidiaries of Company from time to time, as Guarantors, Ginkgo Bioworks, Inc. (“Ginkgo”), as investor (the “Investor” and Ginkgo, as collateral agent for the Investor (in such capacity, together with its successors and assigns, “Collateral Agent”).
CONSULTING AGREEMENTConsulting Agreement • February 2nd, 2024 • Golden Arrow Merger Corp. • Blank checks
This services agreement (the agreement) is made effective April 23, 2023, by and between Randy Befumo and Bolt Threads Inc., with corporate offices located at 2222 Fifth Street, Berkeley, California.
SERVICE AGREEMENTService Agreement • February 2nd, 2024 • Golden Arrow Merger Corp. • Blank checks • Delaware
This Service Agreement for Laboratory Services (“Agreement”)is entered into on this 12th day of August, 2021 by and between Laurus Bio Private Limited., a company organized and existing under the laws of India, having its registered office at Plot No. 204 and 237, Bommasandra- Jigani Link Road, K.I.A.D.B Industrial Area, Bangalore, Karnataka, India- 560105 (“Laurus Bio”) and Bolt Threads Inc.., a company incorporated under the laws of Delaware, USA, having its principal place of business at 5858 Horton St. Suite 400 Emeryville CA 94608 (“Company”).
