Exhibit 10.5


 


Goldenbridge Acquisition Limited


15/F, Aubin House


171-172 Gloucester Road


Wanchai, Hong Kong


 


Ladies and Gentlemen:


 


Goldenbridge Acquisition Limited (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”).


 


The undersigned hereby commits that it will
purchase 350,000 units of the Company (“Private Units”), each Private Unit consisting of one ordinary share of the
Company, no par (the “Ordinary Shares”), one warrant (the “Warrants”) entitling its holder to purchase
one-half (1/2) of one Ordinary Share, and one right to receive one-tenth (1/10) of an Ordinary Share (each a “Right”),
at $10.00 per Private Unit, for a purchase price of $3,500,000 (the “Private Unit Purchase Price”).


 


At least twenty-four (24) hours prior to the
effective date of the Registration Statement, the undersigned will cause the Private Unit Purchase Price to be delivered to Loeb
& Loeb LLP (“Loeb”), counsel for the Company, by wire transfer as set forth in the instructions attached as Exhibit
A to hold in a non-interest bearing account until the Company consummates the IPO.


 


The consummation of the purchase and issuance
of the Private Units shall occur simultaneously with the consummation of the IPO. Simultaneously with the consummation of the IPO,
Loeb shall deposit the Private Unit Purchase Price, without interest or deduction, into the trust fund (“Trust Fund”)
established by the Company for the benefit of the Company’s public shareholders as described in the Registration Statement.
If the Company does not complete the IPO within ten (10) days from the date of this letter, the Private Unit Purchase Price (without
interest or deduction) will be returned to the undersigned.


 


Each of the Company, and the undersigned acknowledges
and agrees that Loeb is serving hereunder solely as a convenience to the parties to facilitate the purchase of the Private Units
and Loeb’s sole obligation under this letter agreement is to act with respect to holding and disbursing the Private Unit
Purchase Price as described above. Loeb shall not be liable to the Company, Maxim or the undersigned or any other person or entity
in respect of any act or failure to act hereunder or otherwise in connection with performing its services hereunder unless Loeb
has acted in a manner constituting gross negligence or willful misconduct. The Company and the undersigned shall indemnify Loeb
against any claim made against it (including reasonable attorney’s fees) by reason of it acting or failing to act in connection
with this letter agreement except as a result of its gross negligence or willful misconduct. Loeb may rely and shall be protected
in acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it
to be genuine and to have been signed or presented by the proper party or parties.


 


The Private Units will be identical to the
units to be sold by the Company in the IPO. Additionally, the undersigned agrees:


 


		●	to vote the Ordinary Shares included in the Private Units in favor of any proposed Business Combination;



 


		●	not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association
that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s Ordinary Shares
sold in the IPO if the Company does not complete an initial Business Combination within 12 months from the closing of the IPO (or
up to 21 months, as applicable), unless the Company provides the holders of Ordinary Shares sold in the IPO with the opportunity
to redeem their Ordinary Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount of the Trust Fund, including interest earned on Trust Fund and not previously released to the Company to pay the Company’s
franchise and income taxes, divided by the number of then outstanding Ordinary Shares sold in the IPO;



 




    


     


    

 


		●	not to convert any Ordinary Shares included in the Private Units into the right to receive cash from the Trust Fund in connection
with a shareholder vote to approve either a Business Combination or an amendment to the provisions of the Company’s Amended
and Restated Memorandum and Articles of Association, and not to tender the Private Units in connection with a tender offer conducted
prior to the closing of a Business Combination;



 


		●	the undersigned will not participate in any liquidation distribution with respect to the Private Units (but will participate
in liquidation distributions with respect to any units or Ordinary Shares purchased by the undersigned in the IPO or in the open
market) if the Company fails to consummate a Business Combination;



 


		●	that the Private Units and underlying securities will not be transferable until after the consummation of a Business Combination
except (i) to the Company’s pre-IPO shareholders, or to the Company’s officers, directors, advisors and employees,
(ii) transfers to the undersigned’s affiliates or its members upon its liquidation, (iii) to relatives and trusts for estate
planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations
order, (vi) by private sales made in connection with the consummation of a Business Combination at prices no greater than the price
at which the Private Units were originally purchased or (vii) to the Company for cancellation in connection with the consummation
of a Business Combination, in each case (except for clause vii) where the transferee agrees to the terms of the transfer restrictions;
and



 


		●	the Private Units will include any additional terms or restrictions as is customary in other similarly structured blank check
company offerings or as may be reasonably required by the underwriters in the IPO in order to consummate the IPO, each of which
will be set forth in the Registration Statement.



 


The undersigned acknowledges and agrees that
the purchaser of the Private Units will execute agreements in form and substance typical for transactions of this nature necessary
to effectuate the foregoing agreements and obligations prior to the consummation of the IPO as are reasonably acceptable to the
undersigned, including but not limited to an insider letter.


 


The undersigned hereby represents and warrants
that:


 


		(a)	it has been advised that the Private Units have not been registered under the Securities Act;



 


		(b)	it will be acquiring the Private Units for its account for investment purposes only;



 


		(c)	it has no present intention of selling or otherwise disposing of the Private Units in violation of the securities laws of the
United States;



 


		(d)	it is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933,
as amended;



 


		(e)	it has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all
persons acting on its behalf concerning the terms and conditions of the offer made hereunder;



 




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		(f)	it is familiar with the proposed business, management, financial condition and affairs of the Company;



 


		(g)	it has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or
needed to consummate the transactions contemplated in this letter; and



 


		(h)	this letter constitutes its legal, valid and binding obligation, and is enforceable against it.



 


This letter agreement constitutes the entire agreement between
the undersigned and the Company with respect to the purchase of the Private Units, and supersedes all prior and contemporaneous
understandings, agreements, representations and warranties, both written and oral, with respect to the same.


 


	 	Very truly yours,
	 	 
	 	CROSS WEALTH INVESTMENT HOLDING LIMITED


 


	 	By:	 
	 	Name:	Jining Li
	 	Title:  	Director


 


Accepted and Agreed:


 


GOLDENBRIDGE ACQUISITION LIMITED


 


	By: 	               	 
	 	Name:	Yongsheng Liu	 
	 	Title:  	Chief Executive Officer	 


 




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Exhibit A


 


Wire Instructions


 


Bank Name: Citigroup Private Bank


		Bank Address:	153 East 53rd Street



New York, NY 10022


Account Name: Loeb & Loeb LLP – Trust Account


Account Number: 24576266


Routing/ABA Number (Domestic Wires): 021000089


Swift Code (Foreign Wire): CITIUS33


Note: Goldenbridge 236050/10001