5,000,000 UNITS GOLDENBRIDGE ACQUISITION LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • January 20th, 2021 • Goldenbridge Acquisition LTD • Blank checks • New York
The undersigned, Goldenbridge Acquisition Limited., a British Virgin Islands company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 20th, 2021 • Goldenbridge Acquisition LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [*], 2021, by and among Goldenbridge Acquisition Limited, a British Virgin Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENTRights Agreement • January 20th, 2021 • Goldenbridge Acquisition LTD • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 2021 between Goldenbridge Acquisition Limited, a British Virgin Islands company, with offices at 15/F, Aubin House, 171-172 Gloucester Road, Wanchai, Hong Kong (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 20th, 2021 • Goldenbridge Acquisition LTD • Blank checks • New York
This Agreement is made as of [*], 2021 by and between Goldenbridge Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • January 20th, 2021 • Goldenbridge Acquisition LTD • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of [*], 2021, by and between Goldenbridge Acquisition Limited, a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
Goldenbridge Acquisition Limited 15/F, Aubin House Wanchai, Hong KongGoldenbridge Acquisition LTD • January 20th, 2021 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Goldenbridge Acquisition Limited, a British Virgin Islands company (the “Company”), and Maxim Group LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, no par value (the “Ordinary Shares”), one redeemable warrant, each warrant entitling its holder to purchase one-half (1/2) of one Ordinary Share at an exercise price of $11.50 per full share (the “Warrants”), and one right to receive one-tenth (1/10) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 20th, 2021 • Goldenbridge Acquisition LTD • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [*], 2021 (“Agreement”), by and among GOLDENBRIDGE ACQUISITION LIMITED, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited liability trust company (the “Escrow Agent”).
UNITS CONSISTING OF ONE ORDINARY SHARE, ONE WARRANT AND ONE RIGHT TO RECEIVE ONE-TENTH OF ONE ORDINARY SHAREGoldenbridge Acquisition LTD • January 20th, 2021 • Blank checks
Each Unit (“Unit”) consists of one ordinary share, with no par value, of Goldenbridge Acquisition Limited, a British Virgin Islands company (the “Company”), one redeemable warrant (“Warrant”) and one right (“Right”) to receive one-tenth (1/10) of an ordinary share. Each redeemable Warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at a price of $11.50 per full share (subject to adjustment), upon the later to occur of (i) the Company’s completion of a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”) or (ii) 12 months from the closing of the Company’s initial public offering. Every ten Rights entitles the holder thereof to receive one ordinary share upon consummation of the Company’s initial Business Combination. The ordinary shares, Rights and Warrants comprising the Units represented by this certificate are
