5,000,000 UNITS GOLDENSTONE ACQUISITION LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 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 8th, 2022 • Goldenstone Acquisition Ltd. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [*], 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 8th, 2022 • Goldenstone Acquisition Ltd. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 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 8th, 2022 • Goldenstone Acquisition Ltd. • Blank checks • New York
This Agreement is made as of [*], 2022 by and between Goldenstone Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • March 8th, 2022 • Goldenstone Acquisition Ltd. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 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”).
GOLDENSTONE ACQUISITION LIMITEDAdministrative Support Agreement • March 8th, 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”):
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 8th, 2022 • Goldenstone Acquisition Ltd. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [*], 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”).
