0001213900-21-016991 Sample Contracts

INDEMNITY AGREEMENT
Indemnification Agreement • March 22nd, 2021 • Golden Arrow Merger Corp. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 16, 2021, by and between Golden Arrow Merger Corp., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • March 22nd, 2021 • Golden Arrow Merger Corp. • Blank checks • New York

Pursuant to Section 1(k) of the Investment Management Trust Agreement between Golden Arrow Merger Corp. (the “Company”) and Continental Stock Transfer& Trust Company (the “Trustee”), dated as of March 16, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

UNDERWRITING AGREEMENT between Golden Arrow Merger CORP. and BTIG, LLC Dated March 16, 2021 GOLDEN ARROW MERGER CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • March 22nd, 2021 • Golden Arrow Merger Corp. • Blank checks • New York

The undersigned, Golden Arrow Merger Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with BTIG, LLC (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • March 22nd, 2021 • Golden Arrow Merger Corp. • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of March 16, 2021, is entered into by and between Golden Arrow Merger Corp., a Delaware corporation (the “Company”), and Golden Arrow Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 22nd, 2021 • Golden Arrow Merger Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 16, 2021, is made and entered into by and among Golden Arrow Merger Corp., a Delaware corporation (the “Company”), Golden Arrow Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, members of 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”).

WARRANT AGREEMENT
Warrant Agreement • March 22nd, 2021 • Golden Arrow Merger Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 16, 2021, is by and between Golden Arrow Merger Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).

Golden Arrow Merger Corp. New York, NY 10022
Underwriting Agreement • March 22nd, 2021 • Golden Arrow Merger Corp. • Blank checks • New York

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between Golden Arrow Merger Corp., a Delaware corporation (the “Company”), and BTIG, LLC, as the representative (the “Representative”) of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units wi

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