5,000,000 Units Wealthbridge Acquisition Limited UNDERWRITING AGREEMENTUnderwriting Agreement • December 21st, 2018 • Wealthbridge Acquisition LTD • Blank checks • New York
The undersigned, Wealthbridge Acquisition Limited, a British Virgin Islands company (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, 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 • December 21st, 2018 • Wealthbridge Acquisition LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [*] day of [*], 2018, by and among Wealthbridge 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 • December 21st, 2018 • Wealthbridge Acquisition LTD • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 2018 between Wealthbridge Acquisition Limited, a British Virgin Islands company, with offices at Flat A, 6/F, Block A, Tonnochy Towers, No. 272 Jaffe 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 • December 21st, 2018 • Wealthbridge Acquisition LTD • Blank checks • New York
This Agreement is made as of [*], 2018 by and between Wealthbridge Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • December 21st, 2018 • Wealthbridge Acquisition LTD • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of [*], 2018, by and between Wealthbridge Acquisition Limited, a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
Wealthbridge Acquisition Limited Flat A, 6/F, Block A Tonnochy Towers No. 272 Jaffe Road Wanchai, Hong KongWealthbridge Acquisition LTD • December 21st, 2018 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Wealthbridge Acquisition Limited, a British Virgin Islands company (the “Company”), and Chardan Capital Markets, 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 • December 21st, 2018 • Wealthbridge Acquisition LTD • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [_____], 2018 (“Agreement”), by and among WEALTHBRIDGE 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”).
