REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2021 • Bridgetown 3 Holdings LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _______, 2021, is made and entered into by and among Bridgetown 3 Holdings Limited, a Cayman Islands exempted company (the “Company”), Bridgetown 3 LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with 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”).
Bridgetown 3 Holdings Limited 26,000,000 Class A Ordinary Shares1 UNDERWRITING AGREEMENTBridgetown 3 Holdings LTD • May 13th, 2021 • Blank checks • New York
Bridgetown 3 Holdings Limited, a Cayman Islands exempted company incorporated with limited liability (the “Company”), proposes to issue and sell (the “Offering”) to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 26,000,000 Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company (said Class A Ordinary Shares to be issued and sold by the Company in the Offering being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,900,000 additional Class A Ordinary Shares to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 22 hereof.
Bridgetown 3 Holdings Limited c/o 38/F Champion Tower Hong Kong Re: Initial Public Offering Gentlemen:Letter Agreement • May 13th, 2021 • Bridgetown 3 Holdings LTD • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Bridgetown 3 Holdings Limited, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc., and BTIG, LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 29,900,000 of the Company’s Class A ordinary share shares (including up to 3,900,000 Class A ordinary shares that may be purchased to cover over-allotments, if any), of $0.0001 par value per share (the “Ordinary Shares”). The Ordinary Shares shall be sold in the Public Offering pursuant to a registration statement on Form S-1 (File No. 333-_____) and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and the
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 13th, 2021 • Bridgetown 3 Holdings LTD • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • May 13th, 2021 • Bridgetown 3 Holdings LTD • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2021 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • May 13th, 2021 • Bridgetown 3 Holdings LTD • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of _____, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Bridgetown 3 Holdings Limited, a Cayman Islands exempted company (the “Company”), and Bridgetown 3 LLC, a Cayman Islands limited liability company (the “Purchaser”).
