0001213900-26-114455 Sample Contracts
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • October 30th, 2026 • UCSB Acquisition Corp. • Blank checks
This Securities Transfer Agreement is dated as of [•], 2026 (this “Transfer Agreement”), by and among QUANT CORE HOLDINGS LIMITED, a British Virgin Islands business company with limited liability (the “Seller”), UCSB Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”), and Teddy Kwong, with an address at c/o UCSB Acquisition Corp., 276 5th Avenue, Suite 704 – 3092, New York, NY 10001 (the “Buyer”).
PRIVATE UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND THE SPONSORPrivate Unit Subscription Agreement • October 30th, 2026 • UCSB Acquisition Corp. • Blank checks
UCSB ACQUISITION CORP. Wickhams Cay II, Road Town Tortola, VG 1110, British Virgin IslandsSecurities Purchase Agreement • October 30th, 2026 • UCSB Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase 2,875,000 ordinary shares of no par value each (each an “Ordinary Share” and such 2,875,000 Ordinary Shares as the “Shares”) in ourselves, UCSB Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”), among which, up to 375,000 Shares are subject to forfeiture by you if the underwriter of the initial public offering (the “IPO”) of the Company does not fully exercise their over-allotment options (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreement regarding such Shares, are as follows:
RIGHTS AGREEMENTRights Agreement • October 30th, 2026 • UCSB Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2026 between UCSB Acquisition Corp., a business company incorporated in the British Virgin Islands with limited liability (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation, as rights agent (the “Rights Agent”).
UCSB Acquisition Corp. New York, NY 10001Letter Agreement • October 30th, 2026 • UCSB Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between UCSB Acquisition Corp., a British Virgin Islands company (the “Company”), and US Tiger Securities, Inc., as representative (the “Representative”) of the underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, of no par value (the “Ordinary Share”), and one right to receive one-fourth (1/4) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 30th, 2026 • UCSB Acquisition Corp. • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between UCSB Acquisition Corp. (the “Company”) and Odyssey Transfer and Trust Company (the “Trustee”), dated as of [●], 20[●] (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 30th, 2026 • UCSB Acquisition Corp. • Blank checks • New York
This Agreement, made and entered into effective as of [__], 2026 (“Agreement”), by and between UCSB Acquisition Corp., a British Virgin Islands business company with limited liability (“Company”), and the undersigned indemnitee (“Indemnitee”).
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • October 30th, 2026 • UCSB Acquisition Corp. • Blank checks
This Securities Transfer Agreement is dated as of [●], 2026 (this “Transfer Agreement”), by and among QUANT CORE HOLDINGS LIMITED, a British Virgin Islands business company with limited liability (the “Seller”), UCSB Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2026 • UCSB Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [__], 2026, by and among UCSB Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
6,000,000 Units UCSB Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • October 30th, 2026 • UCSB Acquisition Corp. • Blank checks • New York
UCSB Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”), hereby confirms its agreement with US Tiger Securities, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as the representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”):