BLUE WORLD ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • February 3rd, 2022 • Blue World Acquisition Corp • Blank checks • New York
Contract Type FiledFebruary 3rd, 2022 Company Industry JurisdictionBlue World Acquisition Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 3rd, 2022 • Blue World Acquisition Corp • Blank checks • New York
Contract Type FiledFebruary 3rd, 2022 Company Industry JurisdictionTHIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the January 31, 2022, by and among Blue World Acquisition Corporation, a Cayman Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
BLUE WORLD ACQUISITION CORPORATIONBlue World Acquisition Corp • December 10th, 2021 • Blank checks • New York
Company FiledDecember 10th, 2021 Industry JurisdictionWe are pleased to accept the offer you (the “Subscriber”) have made to purchase 2,300,000 Class B ordinary shares (the “Shares”), par value $0.0001 per share (the “Class B Ordinary Shares”) in ourselves, Blue World Acquisition Corporation, a Cayman Islands exempted company (the “Company”), among which, up to 300,000 Class B Ordinary 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”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A Ordinary Shares, par value US$0.0001 per share (the “Class A Ordinary Shares”). Pursuant to the Company’s amended and restated memorandum and articles of association to be adopted immediately prior to the IPO, the Class B Ordinary Shares will automatically convert into Class A Ordinary Shares on a on
WARRANT AGREEMENTWarrant Agreement • February 3rd, 2022 • Blue World Acquisition Corp • Blank checks • New York
Contract Type FiledFebruary 3rd, 2022 Company Industry JurisdictionThis WARRANT AGREEMENT (this “Agreement”) is made as of January 31, 2022 between Blue World Acquisition Corporation, a Cayman Islands exempted, with offices at 244 Fifth Avenue, Suite B-88, New York, NY 10001 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • February 3rd, 2022 • Blue World Acquisition Corp • Blank checks • New York
Contract Type FiledFebruary 3rd, 2022 Company Industry JurisdictionThis Agreement is made as of January 31, 2022 by and between Blue World Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2024 • Blue World Acquisition Corp • Blank checks • New York
Contract Type FiledMarch 4th, 2024 Company Industry JurisdictionTHIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2024 is made and entered into by and among TOYO Co., Ltd, a Cayman Islands exempted company (“PubCo”), and each of the undersigned parties listed on the signature pages hereto under “Holders” (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each a “Holder” and collectively the “Holders”).
PRIVATE UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND THE SPONSORPrivate Unit Subscription Agreement • February 3rd, 2022 • Blue World Acquisition Corp • Blank checks
Contract Type FiledFebruary 3rd, 2022 Company Industry
PRIVATE UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND MAXIM GROUP LLCPrivate Unit Subscription Agreement • February 3rd, 2022 • Blue World Acquisition Corp • Blank checks
Contract Type FiledFebruary 3rd, 2022 Company Industry
AGREEMENT AND PLAN OF MERGER by and among BLUE WORLD ACQUISITION CORPORATION, as SPAC,Agreement and Plan of Merger • August 10th, 2023 • Blue World Acquisition Corp • Blank checks • New York
Contract Type FiledAugust 10th, 2023 Company Industry JurisdictionThis Agreement and Plan of Merger, dated as of August 10, 2023 (this “Agreement”), is made and entered into by and among Blue World Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), TOYO Co., Ltd, a Cayman Islands exempted company (“PubCo”), TOYOone Limited, a Cayman Islands exempted company (“Merger Sub”), TOPTOYO INVESTMENT PTE. LTD., a Singapore private company limited by shares (“SinCo”), Vietnam Sunergy Cell Company Limited, a Vietnamese company (the “Company”, together with PubCo, Merger Sub and SinCo, the “Group Companies”, or each individually, a “Group Company”), Vietnam Sunergy Joint Stock Company, a Vietnam joint stock company (“VSUN”), and Fuji Solar Co., Ltd, a Japanese company (“Fuji Solar”, together with VSUN, the “Shareholders”, or individually, a “Shareholder”). SPAC, the Group Companies and the Shareholders are collectively referred to herein as the “Parties” and individually as a “Party.” All capitalized terms used in this Agreement shall have the
TRUST AMENDMENTInvestment Management Trust Agreement • March 29th, 2024 • Blue World Acquisition Corp • Blank checks • New York
Contract Type FiledMarch 29th, 2024 Company Industry JurisdictionTHIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of March 26, 2024, by and between Blue World Acquisition Corporation, a Cayman Islands company (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated January 31, 2022, as further amended on May 2, 2023, June 30, 2023 and January 26, 2024, by and between the parties hereto (the “Trust Agreement”).
D&O RESERVE FUND ESCROW AGREEMENTEscrow Agreement • February 3rd, 2022 • Blue World Acquisition Corp • Blank checks • New York
Contract Type FiledFebruary 3rd, 2022 Company Industry JurisdictionThis ESCROW AGREEMENT (this “Agreement”) is made and entered into as of [●], 2022 by and among Blue World Acquisition Corporation, a Cayman Islands corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”). Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term (as defined below).
SPONSOR LOCK-UP AGREEMENTLock-Up Agreement • March 4th, 2024 • Blue World Acquisition Corp • Blank checks • New York
Contract Type FiledMarch 4th, 2024 Company Industry JurisdictionTHIS SPONSOR LOCK-UP AGREEMENT (this “Agreement”) is dated as of [*], 2024, by and between Blue World Holdings Limited, a Hong Kong private company limited by shares (the “Sponsor”), and TOYO Co., Ltd, a Cayman Islands exempted company (“PubCo”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement and Plan of Merger (as defined below), and this Agreement shall be interpreted, construed and applied in accordance with the rules of construction set forth in Section 1.3 of the Agreement and Plan of Merger (as defined below).
Blue World Acquisition CorporationBlue World Acquisition Corp • February 3rd, 2022 • Blank checks • New York
Company FiledFebruary 3rd, 2022 Industry JurisdictionThis letter agreement by and between Blue World Acquisition Corporation (the “Company”) and Blue World Holdings Limited (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date of the Company’s final prospectus (the “Start 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”):
SHARE ESCROW AGREEMENTShare Escrow Agreement • February 3rd, 2022 • Blue World Acquisition Corp • Blank checks • New York
Contract Type FiledFebruary 3rd, 2022 Company Industry JurisdictionSHARE ESCROW AGREEMENT, dated as of January 31, 2022 (“Agreement”), by and among Blue World Acquisition Corporation, a Cayman Islands exempted Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York limited liability trust company (the “Escrow Agent”).
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • February 3rd, 2022 • Blue World Acquisition Corp • Blank checks
Contract Type FiledFebruary 3rd, 2022 Company IndustryThis Securities Transfer Agreement is dated as of January 31, 2022 (this “Transfer”), by and among Blue World Holdings Limited, a Hong Kong company (the “Seller”), Blue World Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENTAssignment, Assumption And • March 4th, 2024 • Blue World Acquisition Corp • Blank checks • New York
Contract Type FiledMarch 4th, 2024 Company Industry JurisdictionThis ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENT (this “Agreement”) is made as of (the “Effective Date”) among Blue World Acquisition Corporation, a Cayman Islands exempted company, with offices at 244 Fifth Avenue, Suite B-88, New York, NY 10001 (“SPAC”), TOYO Co., Ltd, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
Blue World Acquisition Corporation New York, NY 10001 Maxim Group LLC New York, NY 10154Underwriting Agreement • February 3rd, 2022 • Blue World Acquisition Corp • Blank checks • New York
Contract Type FiledFebruary 3rd, 2022 Company Industry JurisdictionThis letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Blue World Acquisition Corporation, a Cayman Islands company (the “Company”), and Maxim Group LLC, as Representative (the “Representative”) of the several 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 Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Share”), one-half of one redeemable warrant, with each whole warrant to acquire one Class A Ordinary Share (the “Warrants”), and one right to receive one-tenth (1/10) of one Class A Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
RIGHTS AGREEMENTRights Agreement • December 10th, 2021 • Blue World Acquisition Corp • Blank checks • New York
Contract Type FiledDecember 10th, 2021 Company Industry JurisdictionThis Rights Agreement (this “Agreement”) is made as of [●], 2021 between Blue World Acquisition Corporation, a Cayman Islands company, with offices at 244 Fifth Avenue, Suite B-88, New York, NY 10001 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Right Agent”).
Sponsor Support AgreementSponsor Support Agreement • August 10th, 2023 • Blue World Acquisition Corp • Blank checks • New York
Contract Type FiledAugust 10th, 2023 Company Industry JurisdictionThis SPONSOR SUPPORT AGREEMENT is made as of August 10, 2023 (this “Agreement”) by and among Blue World Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), Blue World Holdings Limited, a Hong Kong private company limited by shares (the “Sponsor”), and TOYO Co., Ltd, a Cayman Islands exempted company (the “PubCo”). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the Agreement and Plan of Merger (as defined below), and this Agreement shall be interpreted, construed and applied in accordance with the rules of construction set forth in Section 1.3 of the Agreement and Plan of Merger (as defined below).
Earnout Equities Vesting AgreementEquities Vesting Agreement • July 1st, 2024 • Blue World Acquisition Corp • Blank checks • New York
Contract Type FiledJuly 1st, 2024 Company Industry JurisdictionThis Earnout Equities Vesting Agreement is made as of June 29, 2024 (this “Agreement”) by and among Blue World Acquisition Corporation, a Cayman Islands exempted company ( “SPAC”), Blue World Holdings Limited, a Hong Kong private company limited by shares (the “Sponsor”), TOYO Co., Ltd, a Cayman Islands exempted company (“PubCo”), TOYOone Limited, a Cayman Islands exempted company (“Merger Sub”), TOPTOYO INVESTMENT PTE. LTD., a Singapore private company limited by shares, Vietnam Sunergy Cell Company Limited, a Vietnamese company, Vietnam Sunergy Joint Stock Company, a Vietnam joint stock company, Fuji Solar Co., Ltd, a Japanese company, WA Global Corporation, a Cayman Islands exempted company (“WAG”), Belta Technology Company Limited, a Cayman Islands exempted company (“Belta”), and BestToYo Technology Company Limited, a Cayman Islands exempted company (“BestTOYO,” and together with WAG and Belta, the “Shareholders”). Capitalized terms used but not defined in this Agreement shall have
AMENDMENT TO SHAREHOLDER LOCK-UP AND SUPPORT AGREEMENTUp and Support Agreement • December 7th, 2023 • Blue World Acquisition Corp • Blank checks
Contract Type FiledDecember 7th, 2023 Company IndustryThis AMENDMENT TO SHAREHOLDER LOCK-UP AND SUPPORT AGREEMENT (this “Amendment”), is made and entered into as of December 6, 2023, by and among, Blue World Acquisition Corporation a Cayman Islands exempted company (“SPAC”), TOYO Co., Ltd, a Cayman Islands exempted company (“PubCo”) and Fuji Solar Co., Ltd (“Fuji Solar”). Capitalized terms not otherwise defined in this Amendment shall have the meaning given to them in the Shareholder Lock-up and Support Agreement by and among SPAC, PubCo and Fuji Solar dated August 10, 2023 (the “Shareholder Lock-up and Support Agreement”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 7th, 2023 • Blue World Acquisition Corp • Blank checks
Contract Type FiledDecember 7th, 2023 Company IndustryThis AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), is made and entered into as of December 6, 2023, by and among, Blue World Acquisition Corporation a Cayman Islands exempted company (“SPAC”), TOYO Co., Ltd, a Cayman Islands exempted company (“PubCo”), TOYOone Limited, a Cayman Islands exempted company (“Merger Sub”), TOPTOYO INVESTMENT PET. LTD., a Singapore private company limited by shares (“SinCo”), Vietnam Sunergy Cell Company Limited, a Vietnamese company (the “Company”, together with PubCo, Merger Sub and SinCo, the “Group Companies”, or each individually, a “Group Company”), Vietnam Sunergy Joint Stock Company, a Vietnam joint stock company (“VSUN”), and Fuji Solar Co., Ltd, a Japanese company (“Fuji Solar”, together with VSUN, the “Shareholders”, or individually, a “Shareholder”). Capitalized terms not otherwise defined in this Amendment shall have the meaning given to them in the Merger Agreement (as defined below).
RIGHTS AGREEMENTRights Agreement • February 3rd, 2022 • Blue World Acquisition Corp • Blank checks • New York
Contract Type FiledFebruary 3rd, 2022 Company Industry JurisdictionThis Rights Agreement (this “Agreement”) is made as of January 31, 2022 between Blue World Acquisition Corporation, a Cayman Islands company, with offices at 244 Fifth Avenue, Suite B-88, New York, NY 10001 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004 (the “Right Agent”).
AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 1st, 2024 • Blue World Acquisition Corp • Blank checks
Contract Type FiledJuly 1st, 2024 Company IndustryThis AMENDMENT TO SHARE PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of June 26, 2024, by and among, Blue World Acquisition Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), TOYO Co., Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“PubCo”) and NOTAM Co., Ltd., a Japanese corporation (the “Buyer”). Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Share Purchase Agreement (as defined below).
AMENDMENT NO. 3 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 29th, 2024 • Blue World Acquisition Corp • Blank checks
Contract Type FiledJanuary 29th, 2024 Company IndustryTHIS AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of January 26, 2024, by and between Blue World Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
Shareholder Lock-up and Support AgreementLock-Up and Support Agreement • August 10th, 2023 • Blue World Acquisition Corp • Blank checks • New York
Contract Type FiledAugust 10th, 2023 Company Industry JurisdictionThis SHAREHOLDER LOCK-UP AND SUPPORT AGREEMENT is made as of August 10, 2023 (this “Agreement”) by and among Blue World Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), TOYO Co., Ltd, a Cayman Islands exempted company (“PubCo”) and Fuji Solar Co., Ltd, a Japanese company (“Shareholder”). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the Agreement and Plan of Merger (as defined below), and this Agreement shall be interpreted, construed and applied in accordance with the rules of construction set forth in Section 1.3 of the Agreement and Plan of Merger (as defined below).
AMENDED and RESTATED Shareholder Lock-up and Support AgreementShareholder Lock-Up and Support Agreement • March 4th, 2024 • Blue World Acquisition Corp • Blank checks • New York
Contract Type FiledMarch 4th, 2024 Company Industry JurisdictionThis AMENDED AND RESTATED SHAREHOLDER LOCK-UP AND SUPPORT AGREEMENT is made as of February 29, 2024 (this “Agreement”) by and among Blue World Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), TOYO Co., Ltd, a Cayman Islands exempted company (“PubCo”), Fuji Solar Co., Ltd, a Japanese company (“Fuji Solar”), Belta Technology Company Limited, a Cayman Islands exempted company (“Belta”), BestTOYO Technology Company Limited, a Cayman Islands exempted company (“BestTOYO”), and WA Global Corporation, a Cayman Islands exempted company (“WAG”, collectively with Belta and BestTOYO, the “Shareholders”). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the Agreement and Plan of Merger (as defined below), and this Agreement shall be interpreted, construed and applied in accordance with the rules of construction set forth in Section 1.3 of the Agreement and Plan of Merger (as defined below).
JOINDER AGREEMENTJoinder Agreement • March 4th, 2024 • Blue World Acquisition Corp • Blank checks
Contract Type FiledMarch 4th, 2024 Company IndustryThis Joinder Agreement (this “Joinder Agreement”) is made and entered into as of February 29, 2024, by WA Global Corporation, a Cayman Islands exempted company (“WAG”), Belta Technology Company Limited, a Cayman Islands exempted company (“Belta”) and BestToYo Technology Company Limited, a Cayman Islands exempted company (“BestToYo” and together with WAG, and Belta the “New Shareholders”), Blue World Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), TOYO Co., Ltd, a Cayman Islands exempted company (“PubCo”), Fuji Solar Co., Ltd, a Japanese company (“Fuji Solar”), and each of the other parties named on the signature pages hereto. Capitalized terms used but not otherwise defined in this Joinder Agreement have the meanings assigned to them in the Merger Agreement (defined below).
AMENDMENT NO. 1 TO UNDERWRITING AGREEMENTUnderwriting Agreement • October 3rd, 2023 • Blue World Acquisition Corp • Blank checks • New York
Contract Type FiledOctober 3rd, 2023 Company Industry JurisdictionThis First Amendment (the “Amendment”) to the underwriting agreement dated October 2, 2023 (the “Underwriting Agreement”) is made and entered into as of January 31, 2022 by and between Blue World Acquisition Corporation (the “Company”) and Maxim Group LLC (“Maxim”). The Company and Maxim are herein collectively referred to as the “Parties” with each individually being a “Party.”
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • December 10th, 2021 • Blue World Acquisition Corp • Blank checks
Contract Type FiledDecember 10th, 2021 Company IndustryThis Securities Transfer Agreement is dated as of [●], 2021 (this “Transfer”), by and among Blue World Holdings Limited, a Hong Kong company (the “Seller”), Blue World Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 6th, 2024 • Blue World Acquisition Corp • Blank checks
Contract Type FiledFebruary 6th, 2024 Company IndustryThis AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), is made and entered into as of February 6, 2024, by and among, Blue World Acquisition Corporation a Cayman Islands exempted company (“SPAC”), TOYO Co., Ltd, a Cayman Islands exempted company (“PubCo”), TOYOone Limited, a Cayman Islands exempted company (“Merger Sub”), TOPTOYO INVESTMENT PTE. LTD., a Singapore private company limited by shares (“SinCo”), Vietnam Sunergy Cell Company Limited, a Vietnamese company (the “Company”, together with PubCo, Merger Sub and SinCo, the “Group Companies”, or each individually, a “Group Company”), Vietnam Sunergy Joint Stock Company, a Vietnam joint stock company (”VSUN”), and Fuji Solar Co., Ltd, a Japanese company (“Fuji Solar”, together with VSUN, the “Shareholders”, or individually, a “Shareholder”). Capitalized terms not otherwise defined in this Amendment shall have the meaning given to them in the Merger Agreement (as defined below).
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 4th, 2024 • Blue World Acquisition Corp • Blank checks
Contract Type FiledMarch 4th, 2024 Company IndustryThis AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), is made and entered into as of February 29, 2024, by and among, Blue World Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), TOYO Co., Ltd, a Cayman Islands exempted company (“PubCo”), TOYOone Limited, a Cayman Islands exempted company (“Merger Sub”), TOPTOYO INVESTMENT PTE. LTD., a Singapore private company limited by shares (“SinCo”), Vietnam Sunergy Cell Company Limited, a Vietnamese company (the “Company”, together with PubCo, Merger Sub and SinCo, the “Group Companies”, or each individually, a “Group Company”), Vietnam Sunergy Joint Stock Company, a Vietnam joint stock company (“VSUN”), Fuji Solar Co., Ltd, a Japanese company (“Fuji Solar”), WA Global Corporation, a Cayman Islands exempted company (“WAG”), Belta Technology Company Limited, a Cayman Islands exempted company (“Belta”) and BestToYo Technology Company Limited, a Cayman Islands exempted company (“BestToYo”). Capitalized terms no
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 8th, 2024 • Blue World Acquisition Corp • Blank checks • New York
Contract Type FiledMarch 8th, 2024 Company Industry JurisdictionThis AGREEMENT (this “Agreement”) is made as of this 6th day of March 2024 by and among Blue World Acquisition Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), TOYO Co., Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“PubCo”) and NOTAM Co., Ltd., a Japanese corporation (the “Buyer”). Capitalized terms not otherwise defined shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENTAssignment, Assumption And • July 8th, 2024 • Blue World Acquisition Corp • Blank checks • New York
Contract Type FiledJuly 8th, 2024 Company Industry JurisdictionThis ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENT (this “Agreement”) is made as of July 1, 2024 (the “Effective Date”) among Blue World Acquisition Corporation, a Cayman Islands exempted company, with offices at 244 Fifth Avenue, Suite B-88, New York, NY 10001 (“SPAC”), TOYO Co., Ltd, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
TRUST AMENDMENTManagement Trust Agreement • May 3rd, 2023 • Blue World Acquisition Corp • Blank checks • New York
Contract Type FiledMay 3rd, 2023 Company Industry JurisdictionTHIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of May 2, 2023, by and between Blue World Acquisition Corporation, a Cayman Islands company (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated January 31, 2022, by and between the parties hereto (the “Trust Agreement”).