REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 28th, 2022 • Bridgetown 3 Holdings LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _______, 2022, is made and entered into by and among Bridgetown 3 Holdings Limited, a Cayman Islands exempted company (the “Company”), Bridgetown 3 LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Bridgetown 3 Holdings Limited 20,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2022 • Bridgetown 3 Holdings LTD • Blank checks • New York
Bridgetown 3 Holdings Limited, a Cayman Islands exempted company incorporated with limited liability (the “Company”), proposes to issue and sell (the “Offering”) to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company in the Offering being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 22 hereof.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 28th, 2022 • Bridgetown 3 Holdings LTD • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of ____, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Bridgetown 3 Holdings Limited, a Cayman Islands exempted company (the “Company”), and Bridgetown 3 LLC, a Cayman Islands limited liability company (the “Purchaser”).
Bridgetown 3 Holdings Limited c/o Boundary Hall, Cricket Square, Grand Cayman KY1-1102 Cayman Islands Re: Initial Public Offering Gentlemen:Underwriting Agreement • January 28th, 2022 • Bridgetown 3 Holdings LTD • 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 among Bridgetown 3 Holdings Limited, a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets 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 up to 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, of $0.0001 par value per ordinary share (the “Ordinary Shares”), and one-half of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offer
INDEMNITY AGREEMENTIndemnification Agreement • January 28th, 2022 • Bridgetown 3 Holdings LTD • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2022 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, the Company and Indemnitee do hereby covenant and agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 28th, 2022 • Bridgetown 3 Holdings LTD • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • January 28th, 2022 • Bridgetown 3 Holdings LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _____, 2022, is by and between Bridgetown 3 Holdings Limited, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
