REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 19th, 2023 • Bayview Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 14, 2023, is made and entered into by and among Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company”), Bayview Holding LP, a Delaware limited partnership, Peace Investment Holdings Limited, a British Virgin Islands company (the “Sponsors”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsors 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”).
6,000,000 Units Bayview Acquisition Corp UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2023 • Bayview Acquisition Corp • Blank checks • New York
The undersigned, Bayview Acquisition Corp, a Cayman Islands exempted company (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you,” “Chardan,” 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:
INDEMNITY AGREEMENTIndemnity Agreement • November 17th, 2023 • Bayview Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2023, by and between Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • May 15th, 2023 • Bayview Acquisition Corp • Blank checks • New York
This agreement (“Agreement”) is made as of [ ], 2023 between Bayview Acquisition Corp, a Cayman Islands exempted company (“Company”), and American Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • December 19th, 2023 • Bayview Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2023, by and between Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
Bayview Acquisition Corp New York, NY 10170Bayview Acquisition Corp • November 17th, 2023 • Blank checks • New York
Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company,” “we” or “us”), is pleased to accept the offer made by Bayview Holding LP, a Delaware limited partnership (“Subscriber” or “you”), to purchase 1,437,500 ordinary shares of the Company, par value $0.0001 per share (the “Shares”), up to 187,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 19th, 2023 • Bayview Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 14, 2023 by and between Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Equiniti Trust Company, LLC, a New York corporation (the “Trustee”).
RIGHTS AGREEMENTRights Agreement • December 19th, 2023 • Bayview Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of December 14, 2023 between Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Equiniti Trust Company, LLC, a limited purpose trust company, as rights agent (the “Rights Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 17th, 2023 • Bayview Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2023 by and between Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Bayview Acquisition Corp New York, NY 10170 Chardan Capital Markets, LLC New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 19th, 2023 • Bayview Acquisition Corp • 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 Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Chardan Capital Markets 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 6,900,000 of the Company’s units (including up to 900,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) and one right. Each right (a “Right”) entitles the holder to receive one-tenth of one Ordinary Share upon the completion of an initial business combination (“Business Combination”). The Units will be sold in the Public Offering pursuant to a registration statem
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • November 17th, 2023 • Bayview Acquisition Corp • Blank checks • New York
This Securities Escrow Agreement, dated as of [ ], 2023 (“Agreement”), by and among Bayview Acquisition Corp, 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 American Stock Transfer & Trust Company, a New York limited liability trust company (the “Escrow Agent”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • December 19th, 2023 • Bayview Acquisition Corp • Blank checks • New York
This Securities Escrow Agreement, dated as of December 14, 2023 (“Agreement”), by and among Bayview Acquisition Corp, 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 Equiniti Trust Company, LLC, a New York limited liability trust company (the “Escrow Agent”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • December 19th, 2023 • Bayview Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of December 14, 2023 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company”), Bayview Holding LP, a Delaware limited partnership and Peace Investment Holdings Limited, a British Virgin Islands company (the “Purchasers”).
Bayview Acquisition Corp New York, NY 10170Letter Agreement • November 17th, 2023 • Bayview Acquisition Corp • Blank checks
This letter agreement (this “Agreement”) by and between Bayview Acquisition Corp (the “Company”) and TenX Global Capital, L.P. (“TenX”), 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”):
COMPANY SHAREHOLDER SUPPORT AGREEMENTCompany Shareholder Support Agreement • June 13th, 2024 • Bayview Acquisition Corp • Blank checks
This COMPANY SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 7, 2024 by and among Bayview Acquisition Corp, a Cayman Islands exempted company (together with its successors, “SPAC”), Oabay Inc, a Cayman Islands exempted company (the “Company”), and the persons identified on Schedule A hereto who hold Shareholder Shares (as defined below) (each, a “Shareholder” and collectively the “Shareholders”).
AGREEMENT AND PLAN OF MERGER dated June 7, 2024 by and among OABAY Holding Company, BAYVIEW Acquisition Corp, OABAY INC, BAYVIEW Merger Sub 1 Limited, BAYVIEW Merger Sub 2 Limited, OABAY Merger Sub Limited, BLAFC Limited Bayview Holding LP, and Peace...Agreement and Plan of Merger • June 13th, 2024 • Bayview Acquisition Corp • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 6, 2024, by and among (i) Bayview Acquisition Corp, a Cayman Islands exempted company (“SPAC”), (ii) Oabay Inc, a Cayman Islands exempted company (the “Company”), (iii) Oabay Holding Company, a Cayman Islands exempted company (“PubCo”), (iv) Bayview Merger Sub 1 Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub 1”), (v) Bayview Merger Sub 2 Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub 2”), (vi) Oabay Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub 3”), (vii) Bayview Holding LP and Peace Investment Holdings Limited, each a Delaware limited partnership (collectively, “Sponsor”), and (viii) BLAFC Limited, a business company limited by shares in the British Virgin Islands (“Principal Shareholder”).
AMENDMENT NO. 1 AGREEMENT AND PLAN OF MERGER dated June 26, 2024 by and among OABAY Holding Company, BAYVIEW Acquisition Corp, OABAY INC, BAYVIEW Merger Sub 1 Limited, BAYVIEW Merger Sub 2 Limited, OABAY Merger Sub Limited, BLAFC Limited Bayview...Agreement and Plan of Merger • June 27th, 2024 • Bayview Acquisition Corp • Blank checks
This AMENDMENT NO. 1 (this “Amendment”) dated as of June 26, 2024, is the first amendment to that certain AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of June 7, 2024, by and among (i) Bayview Acquisition Corp, a Cayman Islands exempted company (“SPAC”), (ii) Oabay Inc, a Cayman Islands exempted company (the “Company”), (iii) Oabay Holding Company, a Cayman Islands exempted company (“PubCo”), (iv) Bayview Merger Sub 1 Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub 1”), (v) Bayview Merger Sub 2 Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub 2”), (vi) Oabay Merger Sub Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub 3”), (vii) Bayview Holding LP and Peace Investment Holdings Limited, each a Delaware limited partnership (collectively, “Sponsor”), and (viii) BLAFC Limited, a business company limited by shares in the British Virgin Islands
Bayview Acquisition Corp New York, NY 10170Letter Agreement • December 19th, 2023 • Bayview Acquisition Corp • Blank checks
This letter agreement (this “Agreement”) by and between Bayview Acquisition Corp (the “Company”) and TenX Global Capital, L.P. (“TenX”), 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”):
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • June 13th, 2024 • Bayview Acquisition Corp • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 7, 2024, by and among Bayview Acquisition Corp, a Cayman Islands exempted company (“SPAC”), Oabay Inc, a Cayman Islands exempted company (the “Company”), Bayview Holding LP and Peace Investment Holdings Limited, each a Delaware limited partnership (collectively, the “Sponsor”), and the undersigned parties who hold Subject Shares (as defined below) (such parties, together with the Sponsor, the “Founder Holders”).
