Browse EX-10 agreements

LOCK-UP AGREEMENT

[·], 2026

[Parent Name]

Ladies and Gentlemen:

The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that [·], a British Columbia corporation (“Parent”), has entered into an Agreement and Plan of Merger, dated as of [·], 2026 (as the same may be amended from time to time, the “Merger Agreement”), by and among Parent, [·], a Nevada corporation and a wholly owned subsidiary of Parent, and [Target], a Nevada corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

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VOTING AGREEMENT

This VOTING AGREEMENT, dated as of [·], 2026 (this “Agreement”), is made and entered into by and among [·], a British Columbia corporation (“Parent”), and the undersigned stockholders (each, a “Stockholder” and, collectively, the “Stockholders”) of [Target], a Nevada corporation (the “Company”).

W I T N E S S E T H

WHEREAS, concurrently with the execution of this Agreement, Parent, the Company, and [·], a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”), are entering into an Agreement and Plan of Merger, dated [·], 2026 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which, subject to the terms and conditions thereof, among other things, Merger Sub shall be merged with and into the Company, whereupon the separate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation and a direct or indirect wholly owned Subsidiary of Parent (the “Merger”), and each of the Company’s issued and outstanding shares of common stock, no

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Gold Mountain Acquisition Corp

205 W 37th St.

New York, NY 10018

__________, 2026

[Admin Provider]

205 W 37th St

New York, NY 10018

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement (this “Agreement”) by and between Gold Mountain Acquisition Corp (the “Company”) and ______ (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and 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 or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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EARLYBIRDCAPITAL, INC.
366 Madison Avenue
New York, New York 10017

[ ], 2026

Gold Mountain Acquisition Corp
205 W 37th St
New York, NY 10018

Ladies and Gentlemen:

This is to confirm our agreement (this “Agreement”) whereby Gold Mountain Acquisition Corp, a Cayman Islands exempted company (the “Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company’s merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-297261) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).

1. Services and Fees.

(a) The Advisor will, if requested by the Company:

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RIGHTS AGREEMENT

This Rights Agreement (this “Agreement”) is made as of ________, 2026 between Gold Mountain Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).

WHEREAS, the Company has entered into agreements with (i) Gaea Holding Group Limited and Gold Mountain Holding LP (collectively, the “Sponsors”) and (ii) EarlyBirdCapital, Inc., the representative (the “Representative”) of the underwriters in the Public Offering (defined below), pursuant to which the Sponsors and the Representative will purchase up to an aggregate of 301,250 private units (or up to 326,563 private units if the over-allotment option is exercised in full) in a private placement transaction to occur simultaneously with the consummation of the Company’s initial public offering (the “Public Offering”) of units (“Units”) comprised of one ordinary share of the Company, par value $0.0001 per share (the “Shares”), one right to recei

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of ________, 2026 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and Gold Mountain Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Gaea Holding Group Limited, a British Virgin Islands company (the “Purchaser”).

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__________, 2026

Gold Mountain Acquisition Corp

205 W 37th Street

New York, NY 10018

EarlyBirdCapital, Inc.

366 Madison Ave 8th Floor

New York, NY 10017

Re:	Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Gold Mountain Acquisition Corp, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, 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 8,625,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Shares”), one right (e

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of _______, 2026 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and Gold Mountain Acquisition Corp, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., a Delaware corporation (together with its designees, collectively the “Purchaser”).

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AMENDED AND RESTATED PROMISSORY NOTE

$300,000	As of January 2, 2026

Gold Mountain Acquisition Corp. (“Maker”) promises to pay to the order of Gold Mountain Holding LP or its successors or assigns (“Payee”) the principal sum of Three Hundred Thousand Dollars and No Cents ($300,000) in lawful money of the United States of America, on the terms and conditions described below. Payee can assign this Note and its rights and obligations to any affiliate of Payee in Payee’s discretion. This Note supersedes and replaces all prior notes issued by Maker to Payee.

1. Principal. The principal balance of this Note shall be repayable on the earlier of (i) December 31, 2026, (ii) the date on which Maker consummates an initial public offering of its securities (“IPO”) or (iii) the date on which Maker determines to not proceed with such IPO.

2. Interest. No interest shall accrue on the unpaid principal balance of this Note.

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Exhibit 10.3

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________, 2026 by and between Gold Mountain Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-_____) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one ordinary share, par value $0.0001 per share (the “Shares”), one right entitling the holder thereof to receive one-fifth of one Share upon the completion of an initial Business Combination (as defined below) and one-half of one warrant entitling the holder to purchase one Share for $11.50 per share, subject to adjustment, has been declared effective as of the date hereof by the U.S. Securities and Exchange Com

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INDEMNIFICATION AGREEMENT

This agreement, made and entered into effective as of ________, 2026 (“Agreement”), by and between Gold Mountain Acquisition Corp, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).

WHEREAS, the Board of Directors of the Company (“Board”) has determined that the ability to attract and retain qualified officers and directors is in the best interests of the Company’s shareholders; and

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified; and

WHEREAS, this Agreement is a supplement to and in furtherance of the Company’s Amended and Restated Memorandum and Articles of Association and any resolutions adopted pursuant thereto and shall neither be deemed to be a substitute therefor nor to diminish or abrogate any rights of Indemnitee thereunder; and

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SECURITIES ESCROW AGREEMENT

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This Securities Escrow Agreement, dated as of _______, 2026 (“Agreement”), by and among Gold Mountain Acquisition Corp, a Cayman Islands exempted company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).

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