Exhibit 4.2


 


RIGHTS
AGREEMENT


 


This
Rights Agreement (this “Agreement”) is made as of March 1, 2021 between Goldenbridge Acquisition Limited, a British
Virgin Islands company, with offices at 15/F, Aubin House, 171-172 Gloucester Road, Wanchai, Hong Kong (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”).


 


WHEREAS,
the Company has received a firm commitment from Maxim Group LLC (“Maxim”), as representative of the several underwriters,
to purchase up to an aggregate of 5,000,000 units, each unit (“Unit”) comprised of one ordinary share of the Company,
no par value (the “Ordinary Shares”), one warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary
Share, and one right to receive one-tenth of one Ordinary Share (a “Public Right”) upon the happening of the triggering
event described herein, and in connection therewith, will issue and deliver up to an aggregate of 5,750,000 Public Rights upon
consummation of such public offering, 750,000 of which are attributable to the over-allotment option (“Public Offering”);


 


WHEREAS,
simultaneously with the consummation of the Public Offering, the Company will issue and deliver an aggregate of 350,000 rights
underlying private units (the “Private Rights”);


 


WHEREAS,
in connection with the Public Offering, the Company will issue and deliver up to 287,500 rights (underlying unit purchase options)
to Maxim or its designees (“Maxim Rights”);


  


WHEREAS,
the Company may issue up to an additional 50,000 Rights, which will be identical to the Private Rights, in consideration of certain
working capital loans that may be made by Cross Wealth Investment Holding Limite, the Company’s sponsor, or the Company’s
officers, directors or affiliates (together with the Public Rights, the Private Rights, the Maxim Rights, and along with such
other rights as the Company issues from time to time hereunder, the “Rights”);


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
File No. 333-248662 (“Registration Statement”), for the registration, under the Securities Act of 1933, as amended
(“Act”) of, among other securities, the Public Rights and the Ordinary Shares issuable to the holders of the Public
Rights;


 


WHEREAS,
the Company desires the Right Agent to act on behalf of the Company, and the Right Agent is willing to so act, in connection with
the issuance, registration, transfer and exchange of the Rights;


 


WHEREAS,
the Company desires to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective
rights, limitation of rights, and immunities of the Company, the Right Agent, and the holders of the Rights; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Rights, when executed on behalf of the Company
and countersigned by or on behalf of the Right Agent, as provided herein, the valid, binding and legal obligations of the Company,
and to authorize the execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


	1.	Appointment
    of Right Agent. The Company hereby appoints the Right Agent to act as agent for the Company for the Rights, and the Right
    Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth
    in this Agreement.


 


	2.	Rights.


 


	 	2.1.	Form
    of Right. Each Right shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto,
    the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of
    the Board or Chief Executive Officer and Treasurer, Secretary or Assistant Secretary of the Company and shall bear a facsimile
    of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Right shall have ceased
    to serve in the capacity in which such person signed the Right before such Right is issued, it may be issued with the same
    effect as if he or she had not ceased to be such at the date of issuance.


  






    1


     


    

 


	 	2.2.	Effect
    of Countersignature. Unless and until countersigned by the Right Agent pursuant to this Agreement, a Right shall be invalid
    and of no effect and may not be exchanged for Ordinary Shares. 


 


	 	2.3.	Registration.


 


	 	2.3.1.	Right
    Register. The Right Agent shall maintain books (“Right Register”) for the registration of original issuance
    and the registration of transfer of the Rights. Upon the initial issuance of the Rights, the Right Agent shall issue and register
    the Rights in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions
    delivered to the Right Agent by the Company.


 


	 	2.3.2.	Registered
    Holder. Prior to due presentment for registration of transfer of any Right, the Company and the Right Agent may deem and
    treat the person in whose name such Right shall be registered upon the Right Register (“registered holder”) as
    the absolute owner of such Right and of each Right represented thereby (notwithstanding any notation of ownership or other
    writing on the Right Certificate made by anyone other than the Company or the Right Agent), for the purpose of the exchange
    thereof, and for all other purposes, and neither the Company nor the Right Agent shall be affected by any notice to the contrary.


 


	 	2.4.	Detachability
    of Rights. The securities comprising the Units, including the Rights, will not be separately transferable until the ninetieth
    (90th) day after the date hereof unless Maxim informs the Company of its decision to allow earlier separate trading,
    but in no event will separate trading of the securities comprising the Units begin until (i) the Company files a Current Report
    on Form 8-K which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Public
    Offering including the proceeds received by the Company from the exercise of the over-allotment option, if the over-allotment
    option is exercised on the date hereof, and (ii) the Company issues a press release and files a Current Report on Form 8-K
    announcing when such separate trading shall begin.


 


	3.	Terms
    and Exchange of Rights.


 


	 	3.1.	Rights.
    Each Right shall entitle the holder thereof to receive one-tenth of one Ordinary Share upon the happening of the Exchange
    Event (described below). No additional consideration shall be paid by a holder of Rights in order to receive his, her or its
    Ordinary Shares upon the Exchange Event as the purchase price for such Ordinary Shares has been included in the purchase price
    for the Units. In no event will the Company be required to net cash settle the Rights or issue fractional Ordinary Shares.


 


	 	3.2.	Exchange
    Event. The Exchange Event shall be the Company’s consummation of an initial Business Combination (as defined in
    the Company’s Amended and Restated Memorandum and Articles of Association).


 


	 	3.3.	Exchange
    of Rights.


 


	 	3.3.1.  	Issuance
        of Certificates. As soon as practicable upon the occurrence of the Exchange Event, the Company shall direct holders
        of the Rights to return their Rights Certificates to the Right Agent. If the Company is not the surviving entity in a
        Business Combination, the holder of Rights must affirmatively elect to such conversion. Upon receipt of a valid Rights
        Certificate, the Company shall issue to the registered holder of such Right(s) a certificate or certificates for the number
        of full Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him,
        her or it. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will
        the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of
        Rights. At the time of the Exchange Event, the Company will instruct the Right Agent to round down to the nearest whole
        Ordinary Share or otherwise inform it how fractional shares will be addressed in accordance with British Virgin Islands
        law.

         

	 	3.3.2.	Valid Issuance.
    All Ordinary Shares issued upon an Exchange Event in conformity with this Agreement shall be validly issued, fully paid and
    nonassessable.


 






    2


     


    

 


	 	3.3.3.	Date
    of Issuance. Each person in whose name any such certificate for Ordinary Shares is issued shall for all purposes be deemed
    to have become the holder of record of such shares on the date of the Exchange Event, irrespective of the date of delivery
    of such certificate.


 


	 	3.3.4.	Company
    Not Surviving Following Exchange Event. If the Exchange Event results in the Company not continuing as a publicly held
    reporting entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration
    as the holders of the Ordinary Shares will receive in with the Exchange Event, for the number of shares such holder is entitled
    to pursuant to Section 3.1 above.


 


	 	3.4.	Duration
    of Rights. If the Exchange Event does not occur within 12 months from the closing of the Public Offering (or up to 21
    months from the closing of the Public Offering if the Company extends the period of time to consummate a Business Combination,
    as described in the Registration Statement), and such Business Combination has not yet been consummated within the applicable
    time period, the Rights shall expire and shall be worthless; provided that, for as long as any of the Maxim Right are held
    by Maxim, or its designees or affiliates, such Rights may not be converted after five years, from the effective date of the
    Registration Statement.


 


	4.	Transfer
    and Exchange of Rights.


 


	 	4.1.	Registration
    of Transfer. The Right Agent shall register the transfer, from time to time, of any outstanding Right upon the Right Register,
    upon surrender of such Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate
    instructions for transfer. Upon any such transfer, a new Right representing an equal aggregate number of Rights shall be issued
    and the old Right shall be cancelled by the Right Agent. The Rights so cancelled shall be delivered by the Right Agent to
    the Company from time to time upon request.


 


	 	4.2.	Procedure
    for Surrender of Rights. Rights may be surrendered to the Right Agent, together with a written request for exchange or
    transfer, and thereupon the Right Agent shall issue in exchange therefor one or more new Rights as requested by the registered
    holder of the Rights so surrendered, representing an equal aggregate number of Rights; provided, however, that in the event
    that a Right surrendered for transfer bears a restrictive legend, the Right Agent shall not cancel such Right and issue new
    Rights in exchange therefor until the Right Agent has received an opinion of counsel for the Company stating that such transfer
    may be made and indicating whether the new Rights must also bear a restrictive legend.


 


	 	4.3.	Fractional
    Rights. The Right Agent shall not be required to effect any registration of transfer or exchange which will result in
    the issuance of a Right Certificate for a fraction of a Right.


 


	 	4.4.	Service
    Charges. No service charge shall be made for any exchange or registration of transfer of Rights.


 


	 	4.5.	Adjustments
    to Conversion Ratios. The number of Ordinary Shares that the holders of Rights are entitled to receive as a result of
    the occurrence of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share split, reverse
    share split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other
    like change with respect to the Ordinary Shares occurring on or after the date hereof and prior to the Exchange Event.


 


	 

         
	4.6.	Right
    Execution and Countersignature. The Right Agent is hereby authorized to countersign and to deliver, in accordance with
    the terms of this Agreement, the Rights required to be issued pursuant to the provisions of this Section 4, and the Company,
    whenever required by the Right Agent, will supply the Right Agent with Rights duly executed on behalf of the Company for such
    purpose.


 


	5.	Other
    Provisions Relating to Rights of Holders of Rights.


 


	 	5.1.	No
    Rights as Shareholder. Until exchange of a Right for Ordinary Shares as provided for herein, a Right does not entitle
    the registered holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right
    to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as
    shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.


 






    3


     


    

  


	 	5.2.	Lost,
    Stolen, Mutilated, or Destroyed Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the Right
    Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a
    mutilated Right, include the surrender thereof), issue a new Right of like denomination, tenor, and date as the Right so lost,
    stolen, mutilated, or destroyed. Any such new Right shall constitute a substitute contractual obligation of the Company, whether
    or not the allegedly lost, stolen, mutilated, or destroyed Right shall be at any time enforceable by anyone.


 


	 	5.3.	Reservation
    of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued
    Ordinary Shares that will be sufficient to permit the exchange of all outstanding Rights issued pursuant to this Agreement.


 


	6.	Concerning
    the Right Agent and Other Matters.


 


	 	6.1.	Payment
    of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or
    the Right Agent in respect of the issuance or delivery of Ordinary Shares upon the exchange of Rights, but the Company shall
    not be obligated to pay any transfer taxes in respect of the Rights or such shares.


 


	 	6.2.	Resignation,
    Consolidation, or Merger of Right Agent.


 


	 	6.2.1.	Appointment
    of Successor Right Agent. The Right Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
    from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If
    the office of the Right Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in
    writing a successor Right Agent in place of the Right Agent. If the Company shall fail to make such appointment within a period
    of 30 days after it has been notified in writing of such resignation or incapacity by the Right Agent or by the holder of
    the Right (who shall, with such notice, submit his, her or its Right for inspection by the Company), then the holder of any
    Right may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor
    Right Agent at the Company’s cost. Any successor Right Agent, whether appointed by the Company or by such court, shall
    be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal
    office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust
    powers and subject to supervision or examination by federal or state authority. After appointment, any successor Right Agent
    shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Right Agent
    with like effect as if originally named as Right Agent hereunder, without any further act or deed; but if for any reason it
    becomes necessary or appropriate, the predecessor Right Agent shall execute and deliver, at the expense of the Company, an
    instrument transferring to such successor Right Agent all the authority, powers, and rights of such predecessor Right Agent
    hereunder; and upon request of any successor Right Agent the Company shall make, execute, acknowledge, and deliver any and
    all instruments in writing for more fully and effectually vesting in and confirming to such successor Right Agent all such
    authority, powers, rights, immunities, duties, and obligations.


 


	 	6.2.2.	Notice
    of Successor Right Agent. In the event a successor Right Agent shall be appointed, the Company shall give notice thereof
    to the predecessor Right Agent and the transfer agent for the Ordinary Shares not later than the effective date of any such
    appointment.


 


	 	6.2.3.	Merger
    or Consolidation of Right Agent. Any corporation into which the Right Agent may be merged or with which it may be consolidated
    or any corporation resulting from any merger or consolidation to which the Right Agent shall be a party shall be the successor
    Right Agent under this Agreement without any further act.


 






    4


     


    

 


	 	6.3.	Fees
    and Expenses of Right Agent.


 


	 	6.3.1.	Remuneration.
    The Company agrees to pay the Right Agent reasonable remuneration for its services as such Right Agent hereunder and will
    reimburse the Right Agent upon demand for all expenditures that the Right Agent may reasonably incur in the execution of its
    duties hereunder.


  


	 	6.3.2.	Further
    Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
    and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Right Agent
    for the carrying out or performing of the provisions of this Agreement.


 


	 	6.4.	Liability
    of Right Agent.


 


	 	6.4.1.	Reliance
    on Company Statement. Whenever in the performance of its duties under this Agreement, the Right Agent shall deem it necessary
    or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
    such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
    proved and established by a statement signed by the Chief Executive Officer or Chief Financial Officer and delivered to the
    Right Agent. The Right Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to
    the provisions of this Agreement.


 


	 	6.4.2.	Indemnity.
    The Right Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. Subject to Section
    6.6, the Company agrees to indemnify the Right Agent and save it harmless against any and all liabilities, including judgments,
    costs and reasonable counsel fees, for anything done or omitted by the Right Agent in the execution of this Agreement except
    as a result of the Right Agent’s gross negligence, willful misconduct, or bad faith.


 


	 	6.4.3.	Exclusions.
    The Right Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity
    or execution of any Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company
    of any covenant or condition contained in this Agreement or in any Right; nor shall it by any act hereunder be deemed to make
    any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this
    Agreement or any Right or as to whether any Ordinary Shares will, when issued, be valid and fully paid and nonassessable.


 


	 	6.5.	Acceptance
    of Agency. The Right Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon
    the terms and conditions herein set forth.


 


	 	6.6.	Waiver.
    The Right Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
    in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated
    as of the date hereof, by and between the Company and the Right Agent as trustee thereunder) and hereby agrees not to seek
    recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


	7.	Miscellaneous
    Provisions.


 


	 	7.1.	Successors.
    All the covenants and provisions of this Agreement by or for the benefit of the Company or the Right Agent shall bind and
    inure to the benefit of their respective successors and assigns.


 


	 	7.2.	Notices.
    Any notice, statement or demand authorized by this Agreement to be given or made by the Right Agent or by the holder of any
    Right to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
    mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address
    is filed in writing by the Company with the Right Agent), as follows:


 


Goldenbridge
Acquisition Limited


15/F,
Aubin House


171-172
Gloucester Road

Wanchai, Hong Kong


Attn:
Yongsheng Liu


 






    5


     


    

 


Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Right or by the Company to or
on the Right Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Right Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, NY 10004


Attn:
Compliance Department


 


and


 


Loeb
& Loeb LLP


35
Park Avenue


New
York, New York 10154


Attn:
Giovanni Caruso, Esq.


 


and


 


Maxim
Group LLC


405
Lexington Ave.


New
York, New York 10174


Attn:
Alex Jin


 


and


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas


New
York, New York 10105


Attn:
Barry Grossman


Fax
No.: (212) 808-4155


 


	 	7.3.	Applicable
    Law. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects
    by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
    of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it
    arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York
    or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which
    jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts
    represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a
    copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set
    forth in Section 7.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company
    in any action, proceeding or claim.


 






    6


     


    

 


	 	7.4.	Persons
    Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the
    provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the
    parties hereto and the registered holders of the Rights and, for the purposes of Sections 3.1, 3.2, 7.4 and 7.8 hereof, Maxim,
    any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement
    hereof. Maxim shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 3.1, 3.2, 7.4 and
    7.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the
    sole and exclusive benefit of the parties hereto (and Maxim with respect to Sections 3.1, 3.2, 7.4 and 7.8 hereof) and their
    successors and assigns and of the registered holders of the Rights.


  


	 	7.5.	Examination
    of this Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Right Agent
    in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Right. The Right Agent
    may require any such holder to submit his, her or its Right for inspection by it.


 


	 	7.6.	Counterparts.
    This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for
    all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


	 	7.7.	Effect
    of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall not affect
    the interpretation thereof.


 


	 	7.8.	Amendments.
    This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing
    any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any
    other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable
    and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments
    shall require the written consent or vote of the registered holders of a majority of the then outstanding Rights. The provisions
    of this Section 7.8 may not be modified, amended or deleted without the prior written consent of Maxim.


 


	 	7.9.	Severability.
    This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not
    affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of
    any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this
    Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature
Page Follows]





 






    7


     


    

 


IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	GOLDENBRIDGE ACQUISITION LIMITED 
	 	 
	 	By:	/s/
Yongsheng Liu
	 	 	Name: Yongsheng Liu  
	 	 	Title: Chief Executive Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	/s/
    James F. Kiszka
	 	 	Name: James F. Kiszka
	 	 	Title: Vice President


 


Signature Page to Goldenbridge Rights
Agreement

 






    8


     


    

 





EXHIBIT
A


 


Form
of Right