FORM OF INDEMNITY AGREEMENTIndemnification Agreement • November 19th, 2021 • Blue Ocean Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [-], 2021, by and between Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • November 19th, 2021 • Blue Ocean Acquisition Corp • Blank checks • New York
Blue Ocean Acquisition Corp 7th Floor Chevy Chase, MD 20815Securities Subscription Agreement • November 9th, 2021 • Blue Ocean Acquisition Corp • Blank checks • New York
Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company” or “us”), is pleased to accept the offer of Blue Ocean Sponsor LLC, a Cayman Islands limited liability company (the“Subscriber” or “you”), has made to subscribe for 4,312,500 shares of Class B ordinary shares (the “Shares”), $0.0001 par value per share, of the Company (the “Class B Shares”), up to 562,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s shares of Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustm
WARRANT AGREEMENT BLUE OCEAN ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [-], 2021Warrant Agreement • July 23rd, 2021 • Blue Ocean Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [-], 2021, is by and between Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 19th, 2021 • Blue Ocean Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [-], 2021, is entered into by and between Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Blue Ocean Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 19th, 2021 • Blue Ocean Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [-], 2021 by and between Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENT BLUE OCEAN ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [-], 2021Warrant Agreement • November 19th, 2021 • Blue Ocean Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [-], 2021, is by and between Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 2021 • Blue Ocean Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [-], 2021, is made and entered into by and among Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), Blue Ocean Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), Apollo SPAC Fund I, L.P. (“Apollo”), and each individual named on the signature pages hereto, (together with the Sponsor, Apollo 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”).
AGREEMENT AND PLAN OF MERGER by and among The News Lens Co., Ltd., TNL MEDIAGENE, and BLUE OCEAN ACQUISITION Corporation dated as of June 6, 2023Merger Agreement • June 6th, 2023 • Blue Ocean Acquisition Corp • Blank checks • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 6, 2023, by and among The News Lens Co., Ltd., a Cayman Islands exempted company (the “Company”), TNL Mediagene, a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“Merger Sub”), and Blue Ocean Acquisition Corporation, a Cayman Islands exempted company (“SPAC”). The Company, Merger Sub and SPAC are collectively referred to herein as the “Parties” and individually as a “Party.” All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article I or as otherwise defined elsewhere in this Agreement.
ORDINARY SHARE PURCHASE AGREEMENT Dated as of November 25, 2024 by and between TNL MEDIAGENE andOrdinary Share Purchase Agreement • November 25th, 2024 • Blue Ocean Acquisition Corp • Blank checks • New York
This ORDINARY SHARE PURCHASE AGREEMENT is made and entered into as of November 25, 2024 (this “Agreement”), by and between [_______], [_______] (the “Investor”), and TNL Mediagene, a company incorporated under the laws of the Cayman Islands (the “Company”).
CONVERTIBLE NOTE PURCHASE AGREEMENT among TNL Mediagene and Dated November [____], 2024Convertible Note Purchase Agreement • November 25th, 2024 • Blue Ocean Acquisition Corp • Blank checks • New York
This CONVERTIBLE NOTE PURCHASE AGREEMENT is entered into as of November [_____], 2024, by and among TNL MEDIAGENE, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”, which, for purposes of Section 9 hereto, shall include any successor thereto) and [__________], [__________] (the “Investor”).
AMENDMENT NO. 2 TO SPONSOR LOCK-UP AND SUPPORT AGREEMENTSponsor Lock-Up and Support Agreement • December 5th, 2024 • Blue Ocean Acquisition Corp • Blank checks
This AMENDMENT NO. 2 TO SPONSOR LOCK-UP AND SUPPORT AGREEMENT (this “Amendment”) is made and entered into as of December 4, 2024 by and among Blue Ocean Acquisition Corp, a Cayman Islands exempted company (“SPAC”), TNL Mediagene, a Cayman Islands exempted company, formerly known as The News Lens Co., Ltd. (the “Company”), and Blue Ocean Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 9th, 2021 • Blue Ocean Acquisition Corp • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of October 28, 2021 between Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), Blue Ocean Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and Apollo SPAC Fund I, L.P. (the “Purchaser”).
AGREEMENT TO ASSIGN SPONSOR WARRANTSAgreement to Assign Sponsor Warrants • November 25th, 2024 • Blue Ocean Acquisition Corp • Blank checks
This Agreement to Assign Sponsor Warrants (this “Agreement”) is made as of November [_______], 2024, by and between Blue Ocean Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and [__________] (the “Investor”). The Investor and the Sponsor are collectively referred to herein as the “Parties” and individually as a “Party.” All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in the Convertible Note Purchase Agreement (as defined below) or as otherwise defined elsewhere in this Agreement.
CONSULTING AGREEMENT WITH BLUE OCEAN ACQUISITION CORPConsulting Agreement • November 23rd, 2022 • Blue Ocean Acquisition Corp • Blank checks • New York
THIS CONSULTING AGREEMENT (this “Agreement”) is made and effected as of November 22, 2022 (the “Effective Date”), by and between Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Matt Lasov, residing for notice purposes at 2 Wisconsin Circle, 7th Floor, 7th Floor Chevy Chase MD 20815 (“Consultant”) (each a “Party” and collectively, the “Parties”).
AMENDMENT NO. 1 TO SPONSOR LOCK-UP AND SUPPORT AGREEMENTSponsor Lock-Up and Support Agreement • October 23rd, 2024 • Blue Ocean Acquisition Corp • Blank checks
This AMENDMENT NO. 1 TO SPONSOR LOCK-UP AND SUPPORT AGREEMENT (this “Amendment”) is made and entered into as of October 23, 2024 by and among Blue Ocean Acquisition Corp, a Cayman Islands exempted company (“SPAC”), TNL Mediagene, a Cayman Islands exempted company, formerly known as The News Lens Co., Ltd. (the “Company”), and Blue Ocean Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 25th, 2024 • Blue Ocean Acquisition Corp • Blank checks • New York
SUBSIDIARY GUARANTEE, dated as of [*], 2024 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), for the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated November [●], 2024, between TNL Mediagene, a company incorporated under the laws of the Cayman Islands (the “Company”) and the Purchasers.
Blue Ocean Acquisition Corp 7th Floor Chevy Chase, MD 20815Underwriting Agreement • November 30th, 2021 • Blue Ocean Acquisition Corp • Blank checks
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), Needham & Company, LLC, as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 15,000,000 of the Company’s units (including up to 2,250,000 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 “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Comp
Re: Amended and Restated Letter AgreementLetter Agreement • June 6th, 2023 • Blue Ocean Acquisition Corp • Blank checks
This letter agreement (this “Amended Letter Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger, dated as of the date hereof (the “BCA”), by and among Blue Ocean Acquisition Corp, a Cayman Islands exempted company (“BOCN”), The News Lens Co., Ltd., a Cayman Islands exempted company (“TNL”), and TNL Mediagene, a Cayman Islands exempted company and wholly-owned subsidiary of TNL (“Merger Sub,” and collectively with TNL, the “Company”), and hereby amends and restates in its entirety that certain letter, dated December 2, 2021, from Blue Ocean Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), Apollo SPAC Fund I, L.P., a fund managed by affiliates of Apollo Global Management, Inc. (“Apollo”), each of the undersigned individuals, each of whom is a member of BOCN’s board of directors (the “Board”), management team and/or advisory board (each, an “Insider” and collectively, the “Insiders”) and the other persons party thereto
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 23rd, 2024 • Blue Ocean Acquisition Corp • Blank checks
This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of October 23, 2024 by and among TNL Mediagene, a Cayman Islands exempted company, formerly known as The News Lens Co., Ltd. (the “Company”), TNLMG, a Cayman Islands exempted company and wholly-owned subsidiary of the Company, formerly known as TNL Mediagene (“Merger Sub”), and Blue Ocean Acquisition Corp, a Cayman Islands exempted company (“SPAC”). Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Agreement (as defined below).
FIRST AMENDMENT TO CONSULTING AGREEMENT WITH BLUE OCEAN ACQUISITION CORPConsulting Agreement • August 4th, 2023 • Blue Ocean Acquisition Corp • Blank checks
THIS FIRST AMENDMENT TO THE CONSULTING AGREEMENT (the “Consulting Agreement” and this the “First Amendment”) made and effected as of October 11, 2022 by and between Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Richard Leggett, residing for notice purposes at 2 Wisconsin Circle, 7th Floor, 7th Floor Chevy Chase MD 20815 (“Consultant”) (each a “Party” and collectively, the “Parties”) is made and effected as of July 31, 2023.
BLUE OCEAN ACQUISITION CORPAdministrative Support Agreement • November 19th, 2021 • Blue Ocean Acquisition Corp • Blank checks • New York
This letter agreement by and between Blue Ocean Acquisition Corp (the “Company”) Blue Ocean Sponsor LLC (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”):
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 31st, 2024 • Blue Ocean Acquisition Corp • Blank checks
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of May 29, 2024 by and among TNL Mediagene, a Cayman Islands exempted company, formerly known as The News Lens Co., Ltd. (the “Company”), TNLMG, a Cayman Islands exempted company and wholly-owned subsidiary of the Company, formerly known as TNL Mediagene (“Merger Sub”), and Blue Ocean Acquisition Corporation, a Cayman Islands exempted company (“SPAC”). Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Agreement (as defined below).
LOCK-UP AND SUPPORT AGREEMENTLock-Up and Support Agreement • June 6th, 2023 • Blue Ocean Acquisition Corp • Blank checks • New York
THIS LOCK-UP AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 6, 2023, by and among The News Lens Co., Ltd., a Cayman Islands exempted company (the “Company”), Blue Ocean Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), and the Persons listed on Schedule A hereto (each, a “Company Shareholder” and collectively, the “Company Shareholders”).
FIRST AMENDMENT TO CONSULTING AGREEMENT WITH BLUE OCEAN ACQUISITION CORPConsulting Agreement • August 4th, 2023 • Blue Ocean Acquisition Corp • Blank checks
THIS FIRST AMENDMENT TO THE CONSULTING AGREEMENT (the “Consulting Agreement” and this the “First Amendment”) made and effected as of November 22, 2022 by and between Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Matt Lasov, residing for notice purposes at 2 Wisconsin Circle, 7th Floor, 7th Floor Chevy Chase MD 20815 (“Consultant”) (each a “Party” and collectively, the “Parties”) is made and effected as of July 31, 2023.
