5,000,000 UNITS GOLDENSTONE ACQUISITION LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • March 22nd, 2022 • Goldenstone Acquisition Ltd. • Blank checks • New York
The undersigned, Goldenstone Acquisition Limited, a Delaware corporation (“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 22nd, 2022 • Goldenstone Acquisition Ltd. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the March 16, 2022, by and among Goldenstone Acquisition Limited, a Delaware corporation (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 22nd, 2022 • Goldenstone Acquisition Ltd. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of March 16, 2022 between Goldenstone Acquisition Limited, a Delaware corporation, with offices at 4360 E New York St, Aurora, IL 60504 (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 22nd, 2022 • Goldenstone Acquisition Ltd. • Blank checks • New York
This Agreement is made as of March 16, 2022 by and between Goldenstone Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Goldenstone Acquisition LimitedUnderwriting Agreement • March 22nd, 2022 • Goldenstone Acquisition Ltd. • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • March 22nd, 2022 • Goldenstone Acquisition Ltd. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of March 16, 2022 between Goldenstone Acquisition Limited, a Delaware corporation, with offices at 4360 E. New York St, Aurora IL, 60504 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
MERGER AGREEMENTMerger Agreement • June 27th, 2022 • Goldenstone Acquisition Ltd. • Blank checks • Delaware
This MERGER AGREEMENT (this “Agreement”) dated as of June 21, 2022 (the “Signing Date”), is by and among Roxe Holding Inc, a Delaware corporation (the “Company”), Goldenstone Acquisition Limited, a Delaware corporation (“Parent”), Goldenstone Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and wholly-owned subsidiary of Parent, and Amazon Capital Inc., solely in its capacity as representative, agent and attorney-in-fact of the Company Securityholders (the “Securityholder Representative”).
PARENT STOCKHOLDER SUPPORT AGREEMENTParent Stockholder Support Agreement • June 27th, 2022 • Goldenstone Acquisition Ltd. • Blank checks
This PARENT STOCKHOLDER SUPPORT AGREEMENT, dated as of June 21, 2022 (this “Parent Support Agreement”), is entered into by and among the stockholder named on the signature page hereto (the “Stockholder”), Roxe Holding Inc., a Delaware corporation (the “Company”), and Goldenstone Acquisition Limited, a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Parent Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
GOLDENSTONE ACQUISITION LIMITEDAdministrative Support Agreement • March 22nd, 2022 • Goldenstone Acquisition Ltd. • Blank checks • New York
This letter agreement by and between Goldenstone Acquisition Limited (the “Company”) and Windfall Plaza Management, LLC (“Windfall”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (Registration No. 333-257209) and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
ContractPromissory Note • June 20th, 2023 • Goldenstone Acquisition Ltd. • Blank checks
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 22nd, 2022 • Goldenstone Acquisition Ltd. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of March 16, 2022 (“Agreement”), by and among GOLDENSTONE ACQUISITION LIMITED, a Delaware corporation (the “Company”), the initial stockholders listed on Exhibit A attached hereto (each, an “Initial Stockholder” and collectively the “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited liability trust company (the “Escrow Agent”).
COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • June 27th, 2022 • Goldenstone Acquisition Ltd. • Blank checks
This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of June 21, 2022 (this “Company Support Agreement”), is entered into by and among the stockholder named on the signature page hereto (the “Stockholder”), Roxe Holding Inc., a Delaware corporation (the “Company”), and Goldenstone Acquisition Limited, a Delaware corporation (“Parent”). Capitalized terms used but not defined in this Company Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
JOINT AGREEMENT TO TERMINATE MERGER AGREEMENTJoint Agreement to Terminate Merger Agreement • October 5th, 2022 • Goldenstone Acquisition Ltd. • Blank checks • Delaware
This JOINT AGREEMENT TO TERMINATE MERGER AGREEMENT (this “Joint Termination Agreement”) is entered into as of September 30, 2022 by and among Roxe Holding Inc, a Delaware corporation (the “Company”), Goldenstone Acquisition Limited, a Delaware corporation (“Parent”), Goldenstone Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and wholly-owned subsidiary of Parent, and Amazon Capital Inc., solely in its capacity as representative, agent and attorney-in-fact of the Company Securityholders (the “Securityholder Representative”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Merger Agreement, dated June 21, 2022 (the “Agreement”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • July 2nd, 2024 • Goldenstone Acquisition Ltd. • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”), dated as of June 26, 2024, is entered into by and among Goldenstone Holding, LLC, an Ohio limited liability company (the “Sponsor”), Goldenstone Acquisition Limited, a Delaware corporation (“Goldenstone”), and Infintium Fuel Cell Systems, Inc., a Delaware corporation (the “Company”).
LOCK-UP PARTIESLock-Up Agreement • July 2nd, 2024 • Goldenstone Acquisition Ltd. • Blank checks
GOLDENSTONE ACQUISITION LIMITEDMerger Agreement • June 27th, 2022 • Goldenstone Acquisition Ltd. • Blank checks • Delaware
Reference is made to that certain Merger Agreement dated June 21, 2022 (the “Merger Agreement”) among Roxe Holding Inc (“Roxe”), Goldenstone Acquisition Limited (“Parent”), Goldenstone Merger Sub, Inc. (“Merger Sub”) and Amazon Capital Inc., as securityholder representative, pursuant to which, Merger Sub will merge with and into Roxe, after which Roxe will be the surviving company and a wholly-owned subsidiary of Parent (the “Merger”) and Parent shall change its name to “Roxe Holding Inc”. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Merger Agreement.
BUSINESS COMBINATION AGREEMENT by and among GOLDENSTONE ACQUISITION LIMITED, PACIFICA ACQUISITION CORP., and INFINTIUM FUEL CELL SYSTEMS, INC. Dated as of June 26, 2024Business Combination Agreement • July 2nd, 2024 • Goldenstone Acquisition Ltd. • Blank checks • Delaware
This Business Combination Agreement, dated as of June 26, 2024 (this “Agreement”), is entered into by and among Goldenstone Acquisition Limited, a Delaware corporation (“Goldenstone”), Pacifica Acquisition Corp., a Delaware corporation (“Merger Sub”), Infintium Fuel Cell Systems, Inc., a Delaware corporation (the “Company”), and Yan (Chris) Feng, solely in his capacity as representative, agent and attorney-in-fact of the Company Securityholders (the “Securityholder Representative”). Goldenstone, Merger Sub, the Company and the Securityholder Representative are sometimes referred to herein individually as a “party” and, collectively, as the “parties.”
FORM OF SPONSOR LOCK-UP AGREEMENTSponsor Lock-Up Agreement • July 2nd, 2024 • Goldenstone Acquisition Ltd. • Blank checks
This Sponsor Lock-Up Agreement (this “Agreement”) is dated as of [•], 2024 by and between Goldenstone Holding, LLC, an Ohio limited liability company (the “Sponsor”) and Goldenstone Acquisition Limited, a Delaware corporation (the “Parent”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the BCA (as defined below).
Goldenstone Acquisition LimitedUnderwriting Agreement • June 21st, 2021 • Goldenstone Acquisition Ltd. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Goldenstone Acquisition Limited, a Delaware corporation (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 share of common stock of the Company, no par value (the “Common Stock”), one redeemable warrant, each warrant entitling its holder to purchase one-half (1/2) of one share of Common Stock at an exercise price of $11.50 per full share (the “Warrants”), and one right to receive one-tenth (1/10) of one share of Common Stock (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
Stockholder Support AgreementStockholder Support Agreement • July 2nd, 2024 • Goldenstone Acquisition Ltd. • Blank checks • Delaware
This Stockholder Support Agreement, dated as of June 26, 2024 (this “Agreement”), by and among Goldenstone Acquisition Limited, a Delaware corporation (“Goldenstone”), Infintium Fuel Cell Systems, Inc., a Delaware corporation (the “Company”), and certain of the stockholders of the Company, whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”).
