UNDERWRITING AGREEMENT between and CANTOR FITZGERALD & CO. Dated: January 14, 2021Underwriting Agreement • January 21st, 2021 • 26 Capital Acquisition Corp. • Blank checks • New York
The undersigned, 26 Capital Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • January 21st, 2021 • 26 Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 14, 2021, is by and between 26 Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 21st, 2021 • 26 Capital Acquisition Corp. • Blank checks • New York
New York, NY 1001726 Capital Acquisition Corp. • January 11th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on the date hereof by and between 26 Capital Holdings LLC, a Delaware limited liability company (the “Subscriber” or “you”), and 26 Capital Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 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 AGREEMENTIndemnity Agreement • January 11th, 2021 • 26 Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between 26 Capital Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
January 14, 2021Letter Agreement • January 21st, 2021 • 26 Capital Acquisition Corp. • Blank checks • 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 26 Capital Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., 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”), 27,600,000 of the Company's units (up to 3,600,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to registration stateme
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 21st, 2021 • 26 Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 14, 2021, is made and entered into by and among 26 Capital Acquisition Corp., a Delaware corporation (the “Company”), 26 Capital Holdings LLC, a Delaware limited liability company (the “Sponsor”; together with 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”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • January 21st, 2021 • 26 Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 14, 2021, by and between 26 Capital Acquisition Corp., a Delaware corporation (the “Company”), and _______ (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 21st, 2021 • 26 Capital Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 14, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between 26 Capital Acquisition Corp., a Delaware corporation (the “Company”), and 26 Capital Holdings LLC, a Delaware limited liability company (the “Purchaser”).
Contract26 Capital Acquisition Corp. • January 21st, 2021 • Blank checks • New York
This letter agreement by and between 26 Capital Acquisition Corp. (the “Company”) and 26 Capital Holdings LLC (“Sponsor”), 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 Capital 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”):
AGREEMENT AND PLAN of merger AND SHARE ACQUISITIONAgreement and Plan of Merger and Share Acquisition • October 18th, 2021 • 26 Capital Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER AND SHARE ACQUISITION (this “Agreement”), dated as of October 15, 2021, is made by and among Tiger Resort Asia Ltd., a Hong Kong private limited company (“TRA”), Tiger Resort, Leisure and Entertainment, Inc., a Philippine corporation and a subsidiary of TRA (the “Company”), Okada Manila International, Inc., a Philippine corporation which is currently a subsidiary of the Company (“Parent”), Project Tiger Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and 26 Capital Acquisition Corp., a Delaware corporation (“SPAC”). Each of TRA, the Company, Parent, Merger Sub, and SPAC are referred to individually to as a “Party” and collectively as the “Parties”.
Tiger Resort Asia Ltd. Units 1402-03A, 14/F, AIA Tower 183 Electric Road, North Point Hong Kong26 Capital Acquisition Corp. • September 30th, 2022 • Blank checks
Tiger Resort Asia Ltd. Units 1402-03A, 14/F, AIA Tower 183 Electric Road, North Point Hong Kong26 Capital Acquisition Corp. • June 30th, 2022 • Blank checks
Contract26 Capital Acquisition Corp. • March 30th, 2022 • Blank checks
Reference is made to the Agreement and Plan of Merger and Share Acquisition, dated as of October 15, 2021, as amended by Amendment No. 1, dated as of February 15, 2022 (the “Agreement”), by and among Tiger Resort Asia Ltd., Tiger Resort, Leisure and Entertainment, Inc., Okada Manila International, Inc. (which, pending approval by the Philippine Securities and Exchange Commission, is changing its name to UE Resorts International, Inc.), Project Tiger Merger Sub, Inc., and 26 Capital Acquisition Corp. Capitalized terms used and not otherwise defined in this letter agreement will have the meanings ascribed to such terms in the Agreement.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • October 18th, 2021 • 26 Capital Acquisition Corp. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Okada Manila International, Inc., a Philippine corporation (the “Company”), Tiger Resort Asia Ltd., a company incorporated in Hong Kong (“TRA”), 26 Capital Holdings LLC, a Delaware limited liability company (the “Sponsor”) and, together with TRA and any other Person who hereafter becomes a party to this Agreement pursuant to Section 5.2 hereof, a “Holder” and collectively the “Holders”), solely for purposes of Section 5.8 hereof, 26 Capital Acquisition Corp., a Delaware corporation (“SPAC”) and, solely for purposes of Section 5.2 and Section 5.8 hereof (and related definitions), the individuals identified on the signature pages hereto as the “Insiders” (the “Insiders”). Capitalized terms used and not otherwise defined herein will have the meanings ascribed to such terms in the Merger and Share Acquisition Agreement (as defined below).
FORM OF SHARE SUBSCRIPTION AGREEMENTForm of Share Subscription Agreement • October 18th, 2021 • 26 Capital Acquisition Corp. • Blank checks • Delaware
This SHARE SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effective as of [month] [day], 202[●] (the “Effective Date”) by and between:
AMENDMENT TO DELAYED DRAW PROMISSORY NOTE26 Capital Acquisition Corp. • August 8th, 2023 • Blank checks
This Amendment to the Delayed Draw Promissory Note (this “Amendment”) is made as of the 8th day of August, 2023, by and between 26 Capital Acquisition Corp., a Delaware corporation (the “Maker”), and 26 Capital Holdings LLC (the “Payee”).
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER AND SHARE ACQUISITIONThe Agreement and Plan of Merger • February 22nd, 2022 • 26 Capital Acquisition Corp. • Blank checks
This AMENDMENT NO.1 (this “Amendment”), dated as of February 15, 2022, to that certain Agreement and Plan of Merger and Share Acquisition, dated as of October 15, 2021 (the “Agreement”), by and among Tiger Resort Asia Ltd. (“TRA”), Tiger Resort, Leisure and Entertainment, Inc. (the “Company”), Okada Manila International, Inc. (which, pending approval by the Philippine Securities and Exchange Commission, is changing its name to UE Resorts International, Inc.) (“Parent”), Project Tiger Merger Sub, Inc. (“Merger Sub”), and 26 Capital Acquisition Corp. (“SPAC”). Capitalized terms used and not otherwise defined in this letter agreement will have the meanings ascribed to such terms in the Agreement.
