ORDINARY SHARE PURCHASE AGREEMENT Dated as of November 25, 2024 by and between TNL MEDIAGENE andOrdinary Share Purchase Agreement • November 25th, 2024 • TNL Mediagene • Services-advertising • 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 • TNL Mediagene • Services-advertising • 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”).
AGREEMENT TO ASSIGN SPONSOR WARRANTSAgreement to Assign Sponsor Warrants • November 25th, 2024 • TNL Mediagene • Services-advertising
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.
AMENDMENT NO. 1 TO SPONSOR LOCK-UP AND SUPPORT AGREEMENTSponsor Lock-Up and Support Agreement • October 30th, 2024 • TNL Mediagene • Services-advertising
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 • TNL Mediagene • Services-advertising • 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.
