ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENTWarrant Agreement • August 10th, 2023 • Blue World Acquisition Corp • Blank checks • New York
This 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 10th, 2023 • Blue World Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 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”).
AGREEMENT AND PLAN OF MERGER by and among BLUE WORLD ACQUISITION CORPORATION, as SPAC,Merger Agreement • August 10th, 2023 • Blue World Acquisition Corp • Blank checks • New York
This 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
SPONSOR LOCK-UP AGREEMENTSponsor Lock-Up Agreement • August 10th, 2023 • Blue World Acquisition Corp • Blank checks • New York
THIS SPONSOR LOCK-UP AGREEMENT (this “Agreement”) is dated as of [ ], 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).
Sponsor Support AgreementSponsor Support Agreement • August 10th, 2023 • Blue World Acquisition Corp • Blank checks • New York
This 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).
Shareholder Lock-up and Support AgreementShareholder Lock-Up and Support Agreement • August 10th, 2023 • Blue World Acquisition Corp • Blank checks • New York
This 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).
