0001213900-25-082694 Sample Contracts
NEWBRIDGE ACQUISITION LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • August 29th, 2025 • Newbridge Acquisition LTD • Blank checks • New York
Newbridge Acquisition Limited, a blank check company incorporated in the British Virgin Islands (the “Company”), hereby confirms its agreement with Kingswood Capital Partners, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
LOAN AGREEMENTLoan Agreement • August 29th, 2025 • Newbridge Acquisition LTD • Blank checks
THIS AGREEMENT, made and entered into on May 1st , 2025, by and between, Newbridge Acquisition Limited with registered office at Clarence Thomas Building, PO Box 4649, Road town, Tortola, British Virgin Islands hereinafter sometimes referred to as “Company,” and Wealth Path Holdings Limited with registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola,VG1110, British Virgin Islands, hereinafter sometimes referred to as “Provider”
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • August 29th, 2025 • Newbridge Acquisition LTD • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [ ], 2025, by and between Newbridge Acquisition Limited, a British Virgin Islands business company (the “Company”), having its principal place of business at Unit B 17/F, Success Commercial Building, 245-25, Hennessy Road, Wanchai, Hong Kong, and Wealth Path Holdings Limited, a British Virgin Islands business company (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 29th, 2025 • Newbridge Acquisition LTD • Blank checks • New York
This Agreement, made and entered into effective as of [ ], 2025 (“Agreement”), by and between Newbridge Acquisition Limited, a British Virgin Islands business company (“Company”), and the undersigned indemnitee (“Indemnitee”).
LOAN AGREEMENTLoan Agreement • August 29th, 2025 • Newbridge Acquisition LTD • Blank checks
THIS AGREEMENT, made and entered into on May 1st , 2021, by and between, Newbridge Acquisition Limited with registered office at Clarence Thomas Building, PO Box 4649, Road town, Tortola, British Virgin Islands hereinafter sometimes referred to as “Company,” and Wealth Path Holdings Limited with registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola,VG1110, British Virgin Islands, hereinafter sometimes referred to as “Provider”
Newbridge Acquisition Limited Unit B 17/F, Success Commercial Building 245-25, Hennessy Road, Wanchai, Hong Kong [ ], 2025Underwriting Agreement • August 29th, 2025 • Newbridge Acquisition LTD • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Newbridge Acquisition Limited, a British Virgin Islands business company (the “Company”), and Kingswood Capital Partners, LLC as representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one Class A ordinary share of the Company, no par value (the “Class A Ordinary Shares”) and one right to receive one-eighth (1/8) of one Class A Ordinary Share (each, a “Right”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 29th, 2025 • Newbridge Acquisition LTD • Blank checks
RIGHTS AGREEMENTRights Agreement • August 29th, 2025 • Newbridge Acquisition LTD • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [ ], 2025 between Newbridge Acquisition Limited, a British Virgin Islands business company, with office at Unit B 17/F, Success Commercial Building, 245-25, Hennessy Road, Wanchai, Hong Kong (the “Company”), and VStock Transfer LLC, a California limited liability company, with offices at 18 Lafayette Pl, Woodmere, NY 11598 (the “Right Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 29th, 2025 • Newbridge Acquisition LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [ ], 2025, by and among Newbridge Acquisition Limited, a British Virgin Islands business company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).