REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 16th, 2021 • Golden Ventures Acquisition Corp • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 2021, is made and entered into by and among Golden Ventures Acquisition Corporation, a Cayman Islands exempted corporation (the “Company”), Golden Ventures Sponsors LLC, a Cayman Islands limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
GOLDEN VENTURES ACQUISITION CORPORATIONSecurities Subscription Agreement • July 16th, 2021 • Golden Ventures Acquisition Corp • New York
This agreement (the “Agreement”) is entered into on June 28, 2021, by and between Golden Ventures Sponsors LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Golden Ventures Acquisition Corporation, a Cayman Islands exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby agrees to the request of the Subscriber to approve the acquisition by transfer of 2,875,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnification Agreement • July 16th, 2021 • Golden Ventures Acquisition Corp • New York
This INDEMNITY AGREEMENT (this “Agreement”) is effective as of _____, 2021, by and between Golden Ventures Acquisition Corporation, a Cayman Islands exempted corporation (the “Company”), and __________, an individual (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • July 16th, 2021 • Golden Ventures Acquisition Corp • New York
THIS WARRANT AGREEMENT (“Agreement”) is made as of July __, 2021 between Golden Ventures Acquisition Corporation, a Cayman Islands corporation, with offices at 1 Kim Seng Promenade #10-01, East Tower, Great World City, Singapore 237994 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Golden Ventures Acquisition Corporation 1, Kim Seng Promenade, #10-01 East Tower, Great World City Singapore 237994Underwriting Agreement • July 16th, 2021 • Golden Ventures Acquisition Corp • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Golden Ventures Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and EF Hutton, as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offerin
WARRANTS THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW GOLDEN VENTURES ACQUISITION CORPORATION Formed under the Laws of the Cayman IslandsWarrant Agreement • July 16th, 2021 • Golden Ventures Acquisition Corp
This Warrant Certificate certifies that ______________________, or registered assigns, is the registered holder of ____________ warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001 par value per share (“Ordinary Shares”), of Golden Ventures Acquisition Corporation (the “Company”).
Golden Ventures Acquisition Corporation 1, Kim Seng Promenade, #10-01 East Tower, Great World City Singapore 237994Sponsorship Agreement • July 16th, 2021 • Golden Ventures Acquisition Corp • New York
This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Golden Ventures Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Re: Form of Placement Unit Purchase AgreementPlacement Unit Purchase Agreement • July 16th, 2021 • Golden Ventures Acquisition Corp
Golden Ventures Acquisition Corporation (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (“Registration Statement”).
