REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2024 • Blue World Acquisition Corp • Blank checks • New York
THIS 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”).
SPONSOR LOCK-UP AGREEMENTLock-Up Agreement • March 4th, 2024 • Blue World Acquisition Corp • Blank checks • New York
THIS 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).
ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENTAssignment, Assumption And • March 4th, 2024 • 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”).
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
This 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
This 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. 3 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 4th, 2024 • Blue World Acquisition Corp • Blank checks
This 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
