0001193125-21-305263 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • October 22nd, 2021 • Generation Asia I Acquisition LTD • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Generation Asia I Acquisition Limited, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

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REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration and Shareholder Rights Agreement • October 22nd, 2021 • Generation Asia I Acquisition LTD • Blank checks • New York

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Generation Asia I Acquisition Limited, a Cayman Islands exempted company (the “Company”), Generation Asia LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).

WARRANT AGREEMENT between GENERATION ASIA I ACQUISITION LIMITED and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021
Warrant Agreement • October 22nd, 2021 • Generation Asia I Acquisition LTD • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between Generation Asia I Acquisition Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • October 22nd, 2021 • Generation Asia I Acquisition LTD • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [•], 2021, is entered into by and between Generation Asia I Acquisition Limited, a Cayman Islands exempted company (the “Company”), and Generation Asia LLC, a Cayman Islands limited liability company (the “Purchaser”).

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • October 22nd, 2021 • Generation Asia I Acquisition LTD • Blank checks • Hong Kong

This Forward Purchase Agreement (this “Agreement”) is entered into as of August 18, 2021, between Generation Asia I Acquisition Limited, a Cayman Islands exempted company (the “Company”), Generation Asia LLC, a Cayman Islands limited liability company (the “Sponsor”) and the parties listed as the purchaser on the signature page(s) hereof (the “Purchaser”).

Generation Asia I Acquisition Limited Suite 3102, Two Exchange Square Central, Hong Kong
Generation Asia I Acquisition LTD • October 22nd, 2021 • Blank checks • New York

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 Generation Asia I Acquisition Limited, a Cayman Islands exempted company (the “Company”) and Nomura Securities International, Inc. (the “Underwriter”), 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 pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and

GENERATION ASIA I ACQUISITION LIMITED 20,000,000 Units UNDERWRITING AGREEMENT
Administrative Services Agreement • October 22nd, 2021 • Generation Asia I Acquisition LTD • Blank checks • New York

Generation Asia I Acquisition Limited, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the underwriter listed in Schedule 1 hereto (collectively, the “Underwriter”), for whom you are acting as representative (the “Representative”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriter, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.” To the extent that there are no additional Underwriter listed on Schedule 1 hereto other than you, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriter” shall mean either the singular or plural as the context requires.

INVESTMENT AGREEMENT
Investment Agreement • October 22nd, 2021 • Generation Asia I Acquisition LTD • Blank checks • New York

THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and among (i) Generation Asia I Acquisition Limited, a Cayman Islands exempted company (the “SPAC”), (ii) Generation Asia LLC, a Cayman Islands limited liability company (the “Sponsor”), and (iii) the investors listed on the signature pages hereto (each an “Investor”, and collectively, the “Investors”).

Generation Asia I Acquisition Limited Suite 3102, Two Exchange Square
Generation Asia I Acquisition LTD • October 22nd, 2021 • Blank checks • New York
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