GOLDEN PATH ACQUISITION CORPORATION FORM OF INDEMNITY AGREEMENTIndemnity Agreement • February 2nd, 2021 • Golden Path Acquisition Corp • Blank checks
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 as described in the Company’s Registration Statement on Form S-1 (SEC File No. 333-_____), the Company and Indemnitee do hereby covenant and agree as follows:
UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2021 • Golden Path Acquisition Corp • Blank checks • New York
The undersigned, Golden Path Acquisition Corporation, a Cayman Islands company (“Company”), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. (hereinafter referred to as “you”, “Ladenburg”, 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:
Golden Path Acquisition Corporation 4th Floor, Harbour Place, Grand Cayman KY1-1002 Cayman Islands December 18, 2020Golden Path Acquisition Corp • April 16th, 2021 • Blank checks • New York
Golden Path Acquisition Corporation, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Greenland Asset Management Corporation, a British Virgin Islands business company (the “Subscriber” or “you”), has made to subscribe for and purchase 1,150,000 ordinary shares (the “Shares”), $0.0001 par value per share (the “Ordinary Shares”), up to 150,000 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”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 24th, 2021 • Golden Path Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 24th day of June, 2021, by and among Golden Path Acquisition Corporation., a Cayman Islands company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
GOLDEN PATH ACQUISITION CORPORATION RIGHTS AGREEMENTRights Agreement • June 24th, 2021 • Golden Path Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of June 21, 2021 between Golden Path Acquisition Corporation, a Cayman Islands company with offices at 100 Park Avenue, New York, New York 10017 (the “Company”) and Vstock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598 (“Rights Agent”).
Golden Path Acquisition Corporation New York, New York, 10017 Underwriter Representative Ladenburg Thalmann & Co., Inc.Letter Agreement • June 24th, 2021 • Golden Path Acquisition Corp • 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 between Golden Path Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Ladenburg Thalmann & Co. 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 5,700,000 of the Company’s units (including up to 750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one warrant to purchase one-half of an Ordinary Share (“Warrant”) and a right (“Right”) to receive 1/10th of an Ordinary Share. Each Warrant entitles the holder thereof to purchase one-half of one Ordinary Share at a price of $11.50 per share, su
GOLDEN PATH ACQUISITION corporation INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 24th, 2021 • Golden Path Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 21, 2021, by and between Golden Path Acquisition Corporation, a Cayman Island corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”) and Vstock Transfer LLC as transfer agent for the Company’s securities (“Vstock”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • April 16th, 2021 • Golden Path Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___ day of __________, 2021, by and among Golden Path Acquisition Corporation., a Cayman Islands company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
GOLDEN PATH ACQUISITION CORPORATION PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • June 24th, 2021 • Golden Path Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 16th day of June, 2021, by and between Golden Path Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 100 Park Avenue, New York, New York 10017 and Greenland Asset Management Corporation, a British Virgin Islands company (the “Purchaser”).
GOLDEN PATH ACQUISITION CORPORATION FORM OF RIGHTS AGREEMENTForm of Rights Agreement • April 16th, 2021 • Golden Path Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of February 8, 2021 between Golden Path Acquisition Corporation, a Cayman Islands company with offices at 477 Madison Avenue, 6th Floor, New York, New York 10022 (the “Company”) and Vstock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598 (“Rights Agent”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 22nd, 2022 • MicroCloud Hologram Inc. • Services-computer programming, data processing, etc. • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of September [ ], 2022 by and between MicroCloud Hologram Inc., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”), and [ ] ([ ] Number [ ]) (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2023 • MicroCloud Hologram Inc. • Services-computer programming, data processing, etc.
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of __________ (the “Effective Date”), by and between MicroCloud Hologram Inc., incorporated under the laws of the Cayman Islands (the “Company”), and __________, an individual (the “Executive”) (individually, each a “Party” and collectively, the “Parties”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).
GOLDEN PATH ACQUISITION CORPORATION WARRANT AGREEMENTGolden Path Acquisition Corporation Warrant Agreement • September 22nd, 2022 • MicroCloud Hologram Inc. • Services-computer programming, data processing, etc. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 21, 2021, is by and between Golden Path Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Vstock Transfer, LLC, a New York limited liability company, as warrant agent (the “Warrant Agent” or also referred to herein as the “Transfer Agent”).
BUSINESS COMBINATION AND MERGER AGREEMENT dated as of September 10, 2021 by and among MC Hologram Inc. Golden Path Acquisition Corporation and Golden Path Merger Sub CorporationMerger Agreement • September 13th, 2021 • Golden Path Acquisition Corp • Blank checks • New York
This MERGER AGREEMENT (the “Agreement”), dated as of September 10, 2021 (the “Signing Date”), by and among MC Hologram Inc., a Cayman Islands exempted company (the “Company”), Golden Path Acquisition Corporation, a Cayman Islands exempted company (the “Purchaser”), Golden Path Merger Sub Corporation, a Cayman Islands exempted company and wholly-owned subsidiary of the Purchaser (the “Merger Sub”).
Convertible Note Purchase AgreementConvertible Note Purchase Agreement • March 14th, 2024 • MicroCloud Hologram Inc. • Services-computer programming, data processing, etc. • New York
This Convertible Note Purchase Agreement (this “Agreement”), dated as of [ ], is entered into by and between MicroCloud Hologram Inc., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTForm of Non-Competition and Non-Solicitation Agreement • September 22nd, 2022 • MicroCloud Hologram Inc. • Services-computer programming, data processing, etc. • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of September 16, 2022, by Best Road Holdings Limited (the Covenantor) in favor of, and for the benefit of: MicroCloud Hologram Inc. (formerly named Golden Path Acquisition Corporation), a Cayman Islands exempted company (“Golden Path”) and MC Hologram Inc. a Cayman Islands exempted company (the “Company”, together with Golden Path the “Beneficiaries”).
AMENDMENT NO. 2 TO MERGER AGREEMENTMerger Agreement • September 22nd, 2022 • MicroCloud Hologram Inc. • Services-computer programming, data processing, etc. • New York
This AMENDMENT NO. 2 TO MERGER AGREEMENT (the “Agreement”), dated as of August 10, 2022 (the “Signing Date”), by and among MC Hologram Inc., a Cayman Islands exempted company (“MC” or the “Company”), Golden Path Acquisition Corporation, a Cayman Islands exempted company (“Golden Path” or the “Purchaser”), Golden Path Merger Sub Corp., a Cayman Islands exempted company and wholly-owned subsidiary of the Purchaser (the “Merger Sub”). The Company, Purchaser and Merger Sub are sometimes collectively referred to as the “Parties” and individually as a “Party”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 13th, 2021 • Golden Path Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 10, 2021, is made and entered into by and among Golden Path Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and each of the undersigned parties listed on the signature pages hereto under “Holders” (each, an “Holder” and collectively, the “Holders”).
AMENDMENT NO. 1 TO MERGER AGREEMENTMerger Agreement • September 22nd, 2022 • MicroCloud Hologram Inc. • Services-computer programming, data processing, etc. • New York
This AMENDMENT NO. 1 TO MERGER AGREEMENT (the “Agreement”), dated as of August 5, 2022 (the “Signing Date”), by and among MC Hologram Inc., a Cayman Islands exempted company (“MC” or the “Company”), Golden Path Acquisition Corporation, a Cayman Islands exempted company (“Golden Path” or the “Purchaser”), Golden Path Merger Sub Corp., a Cayman Islands exempted company and wholly-owned subsidiary of the Purchaser (the “Merger Sub”). The Company, Purchaser and Merger Sub are sometimes collectively referred to as the “Parties” and individually as a “Party”.
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • April 16th, 2021 • Golden Path Acquisition Corp • Blank checks • New York
This letter agreement will confirm our mutual agreement that, commencing on the first date (the “Effective Date”) that any securities of Golden Path Acquisition Corporation (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Capital Market, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Greenland Management Corporation (“Greenland”) shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at 100 Park Avenue New York, NY 10017 (or any successor location). In exchange therefor, the Company shall pay GREENLAND ASSET MANAGEMENT CORPORATION (“
Convertible Note Purchase AgreementConvertible Note Purchase Agreement • May 9th, 2024 • MicroCloud Hologram Inc. • Services-computer programming, data processing, etc. • New York
This Convertible Note Purchase Agreement (this “Agreement”), dated as of [ ], is entered into by and between MicroCloud Hologram Inc., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
Act-In-Concert AgreementGolden Path Acquisition Corp • June 22nd, 2022 • Services-computer programming, data processing, etc.
Convertible Note Purchase AgreementConvertible Note Purchase Agreement • October 30th, 2024 • MicroCloud Hologram Inc. • Services-computer programming, data processing, etc. • New York
This Convertible Note Purchase Agreement (this “Agreement”), dated as of [ ], is entered into by and between MicroCloud Hologram Inc., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
Voting AgreementVoting Agreement • July 8th, 2022 • Golden Path Acquisition Corp • Services-computer programming, data processing, etc.
INDENTURE Dated as of BetweenIndenture • June 7th, 2024 • MicroCloud Hologram Inc. • Services-computer programming, data processing, etc. • New York
INDENTURE dated as of [ ], between MicroCloud Hologram Inc., an exempted company incorporated in the Cayman Islands (the “Company”), and [ ], a [ ] corporation, as trustee (the “Trustee”).
FORM OF LOCK-UP AGREEMENTLetter Agreement • September 22nd, 2022 • MicroCloud Hologram Inc. • Services-computer programming, data processing, etc. • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Merger Agreement dated as of September 10, 2021, as amended (the “Merger Agreement”) entered into by MC Hologram Inc., a Cayman Islands exempted company (the “Company”), Golden Path Acquisition Corporation, a Cayman Islands exempted company (the “Purchaser”), and Golden Path Merger Sub Corporation, a Cayman Islands exempted company and wholly-owned subsidiary of the Purchaser (the “Merger Sub”) on the date of this Letter Agreement. Capitalized terms used but not otherwise defined in this Letter Agreement shall have the meanings ascribed thereto in the Merger Agreement.
Convertible Note Purchase AgreementConvertible Note Purchase Agreement • July 10th, 2024 • MicroCloud Hologram Inc. • Services-computer programming, data processing, etc. • New York
This Convertible Note Purchase Agreement (this “Agreement”), dated as of [ ], is entered into by and between MicroCloud Hologram Inc., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
Amendment Agreement To Convertible Note Purchase Agreement (“CNPA”) And Unsecured Convertible Promissory Note (“Note”)Amendment Agreement • January 29th, 2024 • MicroCloud Hologram Inc. • Services-computer programming, data processing, etc.
This Amendment to the CNPA and Note (“Amendment”) is executed as of June 27, 2024 by and among MicroCloud Hologram Inc. (“Company”) and the undersigned Investors of the Notes. Terms not defined herein have the meanings ascribed to them in the CNPA and Note.
Convertible Note Purchase AgreementConvertible Note Purchase Agreement • May 22nd, 2024 • MicroCloud Hologram Inc. • Services-computer programming, data processing, etc. • New York
This Convertible Note Purchase Agreement (this “Agreement”), dated as of [ ], is entered into by and between MicroCloud Hologram Inc., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
Convertible Note Purchase AgreementConvertible Note Purchase Agreement • June 20th, 2024 • MicroCloud Hologram Inc. • Services-computer programming, data processing, etc. • New York
This Convertible Note Purchase Agreement (this “Agreement”), dated as of [ ], is entered into by and between MicroCloud Hologram Inc., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
Convertible Note Purchase AgreementConvertible Note Purchase Agreement • April 23rd, 2024 • MicroCloud Hologram Inc. • Services-computer programming, data processing, etc. • New York
This Convertible Note Purchase Agreement (this “Agreement”), dated as of [ ], is entered into by and between MicroCloud Hologram Inc., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
Form of Convertible Note Purchase Agreement]Convertible Note Purchase Agreement • August 15th, 2024 • MicroCloud Hologram Inc. • Services-computer programming, data processing, etc. • New York
This Convertible Note Purchase Agreement (this “Agreement”), dated as of August 12, 2024, is entered into by and between MicroCloud Hologram Inc., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
Form of Alternate Conversion Share Lock-up AgreementMicroCloud Hologram Inc. • August 15th, 2024 • Services-computer programming, data processing, etc.
This Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company and the undersigned. This Letter Agreement shall be governed by and construed in accordance with the law of the State of New York. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in the City and County of New York, for the purposes of any suit, action or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably waives personal service of process and consents to proces
GOLDEN PATH ACQUISITION CORPORATION FORM OF WARRANT AGREEMENTGolden Path • April 16th, 2021 • Golden Path Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ____________, 2021, is by and between Golden Path Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Vstock Transfer, LLC, a New York limited liability company, as warrant agent (the “Warrant Agent” or also referred to herein as the “Transfer Agent”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • September 22nd, 2022 • MicroCloud Hologram Inc. • Services-computer programming, data processing, etc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 10, 2021, is made and entered into by and among Golden Path Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and each of the undersigned parties listed on the signature pages hereto under “Holders” (each, an “Holder” and collectively, the “Holders”).
