INDEMNITY AGREEMENTIndemnification Agreement • May 2nd, 2022 • Chenghe Acquisition Co. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of April 27, 2022, by and between Chenghe Acquisition Co., a Cayman Islands exempted company (the “Company”), and Qi Li (“Indemnitee”).
10,000,000 Units Chenghe Acquisition Co. UNDERWRITING AGREEMENTUnderwriting Agreement • May 2nd, 2022 • Chenghe Acquisition Co. • Blank checks • New York
Chenghe Acquisition Co. Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman IslandsSecurities Subscription Agreement • October 28th, 2021 • Chenghe Acquisition Co. • Blank checks • New York
This agreement (the “Agreement”) is entered into on April 8, 2021 by and between Chenghe Investment Co., a Cayman Islands exempted company (the “Subscriber” or “you”), and Chenghe Acquisition Co., a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 7,187,500 Class B ordinary shares of, $0.0001 par value per share (the “Shares”), up to 937,500 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:
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 1st, 2022 • Chenghe Acquisition Co. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of ________, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Chenghe Acquisition Co., a Cayman Islands exempted company (the “Company”), and Chenghe Investment Co., a Cayman Islands limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • May 2nd, 2022 • Chenghe Acquisition Co. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 27, 2022, is by and between Chenghe Acquisition Co., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York Limited Purpose Trust Company, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • May 2nd, 2022 • Chenghe Acquisition Co. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of April 27, 2022, is made and entered into by and among Chenghe Acquisition Co., a Cayman Islands exempted company (the “Company”), Chenghe Investment Co., a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (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”).
Chenghe Acquisition Co. South Beach Tower Singapore 189767Underwriting Agreement • May 2nd, 2022 • Chenghe Acquisition Co. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Chenghe Acquisition Co., a Cayman Islands exempted company (the “Company”), and Morgan Stanley & Co. LLC, 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 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined bel
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • May 2nd, 2022 • Chenghe Acquisition Co. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April 27, 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Chenghe Acquisition Co., a Cayman Islands exempted company (the “Company”), and Chenghe Investment Co., a Cayman Islands limited liability company (the “Purchaser”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 28th, 2021 • Chenghe Acquisition Co. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Chenghe Acquisition Co., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 1st, 2022 • Chenghe Acquisition Co. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2022 by and between Chenghe Acquisition Co., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 2nd, 2022 • Chenghe Acquisition Co. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 27, 2022 by and between Chenghe Acquisition Co., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
BUSINESS COMBINATION AGREEMENT by and among CHENGHE ACQUISITION CO., SEMILUX INTERNATIONAL LTD., SEMILUX LTD., and TAIWAN COLOR OPTICS, INC. dated as of July 21, 2023Business Combination Agreement • July 21st, 2023 • Chenghe Acquisition Co. • Blank checks • New York
This Business Combination Agreement, dated as of July 21, 2023 (as amended, restated, modified or supplemented in accordance with its terms, this “Agreement”), is made and entered into by and among Chenghe Acquisition Co., a Cayman Islands exempted company limited by shares (“SPAC”), SEMILUX INTERNATIONAL LTD., a Cayman Islands exempted company limited by shares (“CayCo”), SEMILUX LTD. a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of CayCo, (“Merger Sub”) and Taiwan Color Optics, Inc., a company incorporated and in existence under the laws of Taiwan with uniform commercial number of 25052644 (the “Company” and together with CayCo and Merger Sub, the “Company Parties”). Each Company Party and SPAC will individually be referred to herein as a “Party” and, collectively, as the “Parties.”
CHENGHE ACQUISITION CO. South Beach Tower Singapore 189767Administrative Services Agreement • April 1st, 2022 • Chenghe Acquisition Co. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Chenghe Acquisition Co. (the “Company”) and Chenghe Investment Co. (the “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 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”):
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 21st, 2023 • Chenghe Acquisition Co. • Blank checks • New York
WHEREAS, CayCo, Merger Sub, the Company, and SPAC have entered into that certain Business Combination Agreement, dated as of July 21, 2023 (as amended or supplemented from time to time, the “Business Combination Agreement”);
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT among CHENGHE ACQUSITION CO. SEMILUX INTERNATIONAL LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 15, 2024Warrant Agreement • February 15th, 2024 • Chenghe Acquisition Co. • Blank checks • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated February 15, 2024, is made by and among Chenghe Acquisition Co., a Cayman Islands exempted company (“SPAC”), Semilux International Ltd., a Cayman Islands exempted company (“CayCo”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated April 27, 2022, by and between SPAC and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • July 21st, 2023 • Chenghe Acquisition Co. • Blank checks • New York
This Lock-Up Agreement (this “Agreement”) is made and entered into as of by and between SEMILUX INTERNATIONAL LTD., a Cayman Islands exempted company limited by shares (“CayCo”), and each of Chenghe Investment Co., a Cayman Islands exempted company (“Sponsor”), the Persons set forth on Schedule I hereto (the “Sponsor Key Holders”) and certain shareholders of the Company (as defined below), set forth on Schedule II hereto (such shareholders, the “Company Holders”)1. The Sponsor, the Sponsor Key Holders, the Company Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 2 are referred to herein, individually, as a “Holder” and, collectively, as the “Holders.” Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • July 21st, 2023 • Chenghe Acquisition Co. • Blank checks • New York
This Shareholder Support Agreement (this “Agreement”) is dated as of July 21, 2023, by and among Chenghe Acquisition Co., a Cayman Islands exempted company limited by shares (“SPAC”), the Persons set forth on Part I of Schedule I hereto (each, a “Company Shareholder” and, collectively, the “Company Shareholders”), Taiwan Color Optics, Inc., a company incorporated and in existence under the Laws of Taiwan with uniform commercial number of 25052644 (the “Company”), the Persons set forth on Part II of Schedule I hereto (each, a “CayCo Shareholder”, and collectively, the “CayCo Shareholders”, and together with the Company Shareholders, the “Shareholders”) and SEMILUX INTERNATIONAL LTD., a Cayman Islands exempted company limited by shares (“CayCo”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDMENT NO.1 TO PROMISSORY NOTEPromissory Note • January 28th, 2022 • Chenghe Acquisition Co. • Blank checks • New York
THIS AMENDMENT NO.1 TO PROMISSORY NOTE (this “Agreement”), dated and effective as of January 27, 2022, by and between Chenghe Acquisition Co., a Cayman Islands exempted company (the “Maker”) and Chenghe Investment Co., a Cayman Islands exempted company, or its registered assigns or successors in interest (the “Payee”).
CHENGHE ACQUISITION CO. South Beach Tower Singapore 189767Administrative Services Agreement • May 2nd, 2022 • Chenghe Acquisition Co. • Blank checks
This letter agreement (this “Agreement”) by and between Chenghe Acquisition Co. (the “Company”) and Chenghe Investment Co. (the “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 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”):
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 15th, 2024 • Chenghe Acquisition Co. • Blank checks • New York
WHEREAS, CayCo, SEMILUX LTD. (“Merger Sub”), the Company, and SPAC have entered into that certain Business Combination Agreement, dated as of July 21, 2023 (as amended or supplemented from time to time, the “Business Combination Agreement”);
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • July 21st, 2023 • Chenghe Acquisition Co. • Blank checks • New York
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of July 21, 2023 by and among Chenghe Investment Co., a Cayman Islands exempted company limited by shares (the “Sponsor”), Chenghe Acquisition Co., a Cayman Islands exempted company limited by shares (“SPAC”), and Taiwan Color Optics, Inc., a company incorporated and in existence under the Laws of Taiwan with uniform commercial number of 25052644 (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
CHENGHE ACQUISITION CO. Unit 2009, Tower One Lippo Centre Hong KongAdministrative Services Agreement • October 28th, 2021 • Chenghe Acquisition Co. • Blank checks
This letter agreement (this “Agreement”) by and between Chenghe Acquisition Co. (the “Company”) and Chenghe Investment Co. (the “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”):
Date: February 5, 2024Merger Agreement • February 6th, 2024 • Chenghe Acquisition Co. • Blank checks
To: Chenghe Acquisition Co., a Cayman Islands exempted company (the “CHEA”), SEMILUX INTERNATIONAL LTD., a Cayman Islands exempted company limited by shares (“CayCo”), SEMILUX LTD., a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of CayCo (“Merger Sub”), and Taiwan Color Optics, Inc., a company incorporated and in existence under the laws of Taiwan with uniform commercial number of 25052644 (“Target” and together with CayCo and Merger Sub, the “Company Parties”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 28th, 2022 • Chenghe Acquisition Co. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2022 by and between Chenghe Acquisition Co., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
