REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 28th, 2022 • Bridgetown 3 Holdings LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _______, 2022, 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 38/F Champion TowerBridgetown 3 Holdings Limited • March 2nd, 2021 • Blank checks • New York
Bridgetown 3 Holdings Limited, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Bridgetown 3 LLC, a Cayman Islands limited liability company, (the “Subscriber” or “you”) has made to subscribe for 7,475,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 975,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), unless otherwise provided in the definitive agreement for the Company’s initial business co
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 28th, 2022 • Bridgetown 3 Holdings LTD • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of ____, 2022 (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”).
Bridgetown 3 Holdings Limited 20,000,000 Units1 UNDERWRITING AGREEMENTBridgetown 3 Holdings LTD • January 28th, 2022 • 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 20,000,000 units (the “Units”) of the Company (said Units 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 3,000,000 additional Units 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 Boundary Hall, Cricket Square, Grand Cayman KY1-1102 Cayman Islands Re: Initial Public Offering Gentlemen:Letter Agreement • January 28th, 2022 • 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., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, of $0.0001 par value per ordinary share (the “Ordinary Shares”), and one-half of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offer
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 13th, 2021 • Bridgetown 3 Holdings LTD • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • January 28th, 2022 • 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 [ ], 2022 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 28th, 2022 • Bridgetown 3 Holdings LTD • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • January 28th, 2022 • Bridgetown 3 Holdings LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _____, 2022, is by and between Bridgetown 3 Holdings Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
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”).
