THIS INDEMNITY AGREEMENT (this “Agreement”) is made on [●], 2023. Between: Whereas:Indemnity Agreement • December 21st, 2023 • JVSPAC Acquisition Corp. • Blank checks • Virgin Islands
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●], 2023 between the Company and Indemnitee pursuant to the underwriting agreement (“Underwriting Agreement”) between the Company and the underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 24th, 2024 • JVSPAC Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 18, 2024, is made and entered into by and among JVSPAC Acquisition Corp., a British Virgin Islands business company (the “Company”), Winky Investments Limited, a British Virgin Islands business company (the “Sponsor”) and each additional undersigned party listed on the signature page hereto, if any (each such party, together with the Sponsor and 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”).
5,000,000 Units JVSPAC Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 24th, 2024 • JVSPAC Acquisition Corp. • Blank checks • New York
The undersigned, JVSPAC Acquisition Corp., a company incorporated as a British Virgin Islands company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
RIGHTS AGREEMENTRights Agreement • January 24th, 2024 • JVSPAC Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of January 18, 2024 between JVSPAC Acquisition Corp., a British Virgin Islands business company, with offices at G/F Hang Tak Building, 1 Electric Street, Wan Chai, Hong Kong (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, New York 10004 (the “Right Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • January 24th, 2024 • JVSPAC Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this January 18, 2024, by and between JVSPAC Acquisition Corp., a British Virgin Islands business company (the “Company”), having its principal place of business at G/F Hang Tak Building, 1 Electric Street, Wan Chai, Hong Kong and Winky Investments Limited, a British Virgin Islands business company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 24th, 2024 • JVSPAC Acquisition Corp. • Blank checks
Pursuant to Section l(k) of the Investment Management Trust Agreement between JVSPAC Acquisition Corp, (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of January 18, 2024 (the “Trust Agreement}, the Company hereby requests that you deliver $ of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of Public Shareholders who have properly elected to have their Ordinary Shares that were sold by the Company in the IPO (the “Public Shares”) redeemed by the Company as described below. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
JVSPAC Acquisition Corp. G/F Hang Tak BuildingUnderwriting Agreement • December 21st, 2023 • JVSPAC Acquisition Corp. • Blank checks
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 5th, 2024 • JVSPAC Acquisition Corp. • Blank checks
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of September 3, 2024, is entered into by and among(i) Hotel101 Global Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore (“Hotel101 Global”), (ii) Hotel of Asia, Inc., a company with limited liability incorporated under the laws of the Philippines (“Hotel of Asia” and together with Hotel101 Global, the “Company Parties”), (iii) DoubleDragon Corporation, a company incorporated under the laws of the Philippines and listed on the Philippine Stock Exchange, Inc. (“DoubleDragon”), (iv) DDPC Worldwide Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore and a wholly-owned subsidiary of DoubleDragon (“DDPC”), (v) Hotel101 Worldwide Private Limited, a private company limited by shares incorporated under the laws of Singapore (“Hotel101 Worldwide”, and together with DDPC, and DoubleDragon, the “Principal Shareholders”), (vi) JVSPAC Acquisition
JVSPAC Acquisition Corp. G/F Hang Tak Building 1 Electric Street Wan Chai, Hong Kong Maxim Group LLC 300 Park Avenue New York, New York 10022JVSPAC Acquisition Corp. • January 24th, 2024 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between JVSPAC Acquisition Corp., a British Virgin Islands business company (the “Company”), and Maxim Group LLC, as Underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, no par value (the “Ordinary Shares”) and one right to receive one-fourth (1/4) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 17 hereof.
AGREEMENT AND PLAN OF MERGER dated April 8, 2024 by and among Hotel101 Global Pte. Ltd. Hotel of Asia, Inc. DoubleDragon Corporation DDPC Worldwide Pte. Ltd. Hotel101 Worldwide Private Limited JVSPAC Acquisition Corp. Hotel101 Global Holdings Corp....Agreement and Plan of Merger • April 8th, 2024 • JVSPAC Acquisition Corp. • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 8, 2024, by and among (i) Hotel101 Global Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore (“Hotel101 Global”), (ii) Hotel of Asia, Inc., a company with limited liability incorporated under the laws of the Philippines (“Hotel of Asia” and together with Hotel101 Global, the “Company Parties”), (iii) DoubleDragon Corporation, a company incorporated under the laws of the Philippines and listed on the Philippine Stock Exchange, Inc. (“DoubleDragon”), (iv) DDPC Worldwide Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore and a wholly-owned subsidiary of DoubleDragon (“DDPC”), (v) Hotel101 Worldwide Private Limited, a private company limited by shares incorporated under the laws of Singapore (“Hotel101 Worldwide”, and together with DDPC, and DoubleDragon, the “Principal Shareholders”), (vi) JVSPAC Acquisition Corp., a British Virgin Islands busin
