5,000,000 UNITS GOLDENBRIDGE ACQUISITION LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • March 5th, 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 • March 5th, 2021 • Goldenbridge Acquisition LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the March 1, 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 • March 5th, 2021 • Goldenbridge Acquisition LTD • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of March 1, 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 • March 5th, 2021 • Goldenbridge Acquisition LTD • Blank checks • New York
This Agreement is made as of March 1, 2021 by and between Goldenbridge Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
Goldenbridge Acquisition Limited 15/F, Aubin House Wanchai, Hong KongUnderwriting Agreement • March 5th, 2021 • Goldenbridge Acquisition LTD • 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.
WARRANT AGREEMENTWarrant Agreement • March 5th, 2021 • Goldenbridge Acquisition LTD • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of March 1, 2021, by and between Goldenbridge Acquisition Limited, a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
AGREEMENT AND PLAN OF MERGER dated May 23, 2022 by and among Auto Services Group Limited, a Cayman Islands exempted company (the “Company”), Certain shareholders of the Company (the “Principal Shareholders”),Merger Agreement • May 26th, 2022 • Goldenbridge Acquisition LTD • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of May 23, 2022 (the “Signing Date”), by and among Auto Services Group Limited, a Cayman Islands exempted company (the “Company”), Automobile Services Group Limited, a British Virgin Islands business company, YSY Group Limited, a British Virgin Islands business company (each, a “Principal Shareholder” and collectively the “Principal Shareholders”), Ye Zaichang (叶再长), an individual, as the representative of the Principal Shareholders (the “Principal Shareholders’ Representative”), Goldenbridge Acquisition Limited, a British Virgin Islands business company (the “Parent”), SunCar Technology Group Inc., a Cayman Islands exempted company and wholly-owned subsidiary of the Parent (the “Purchaser”), and SunCar Technology Global Inc., a Cayman Islands exempted company and wholly-owned subsidiary of the Purchaser (the “Merger Sub”).
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”).
Goldenbridge Acquisition Limited 15/F, Aubin House Wanchai, Hong KongUnderwriting Agreement • January 20th, 2021 • Goldenbridge Acquisition LTD • 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 • March 5th, 2021 • Goldenbridge Acquisition LTD • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of March 1, 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”).
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • May 26th, 2022 • Goldenbridge Acquisition LTD • Blank checks • Delaware
THIS SHAREHOLDER SUPPORT AGREEMENT, dated as of May __, 2022 (the “Agreement”), by and between Goldenbridge Acquisition Limited, a British Virgin Islands business company (“Parent”), and the Persons and entities set forth on Schedule I hereto (each, a “Holder” and collectively, the “Holders”) of Auto Services Group Limited, a Cayman Islands exempted company (the “Company”).
TERMINATION AND FEE AGREEMENTTermination and Fee Agreement • May 3rd, 2022 • Goldenbridge Acquisition LTD • Blank checks • New York
This TERMINATION AND FEE AGREEMENT (the “Agreement”), dated as of May 2nd, 2022, is entered into by and among Goldenbridge Acquisition Limited, a British Virgin Islands business company (“GBRG”), AgiiPlus Global Inc., a Cayman Islands exempted company and wholly-owned subsidiary of GBRG (the “Purchaser”), AgiiPlus Corporation Inc., a Cayman Islands exempted company and wholly-owned subsidiary of the Purchaser (“Merger Sub”), AgiiPlus Inc., a Cayman Islands exempted company (“Company” or “AgiiPlus”), J.distrii Holdings Limited and Jing Hu (each, a “Principal Shareholder” and collectively the “Principal Shareholders”), and Jing Hu, an individual, as the representative of the Shareholders (the “Shareholders’ Representative”) (each, a “Party” and collectively, the “Parties”).
FORM OF SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • October 4th, 2021 • Goldenbridge Acquisition LTD • Blank checks • Delaware
THIS SHAREHOLDER SUPPORT AGREEMENT, dated as of ______, 2021 (the “Agreement”), by and among Goldenbridge Acquisition Limited, a British Virgin Islands business company (“Parent”), and the Persons and entities set forth on Schedule I hereto, (each, a “Holder” and collectively, the “Holders”) of AgiiPlus Inc., a Cayman Islands exempted company (the “Company”) and the Company.
UNITS CONSISTING OF ONE ORDINARY SHARE, ONE WARRANT AND ONE RIGHT TO RECEIVE ONE-TENTH OF ONE ORDINARY SHAREUnit Certificate • January 20th, 2021 • Goldenbridge Acquisition LTD • 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
