REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2023 • Bayview Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 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”).
UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 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”).
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:
RIGHTS AGREEMENTRights Agreement • November 17th, 2023 • Bayview Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [ ], 2023 between Bayview Acquisition Corp, a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, 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 10004Letter Agreement • November 17th, 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 5,750,000 of the Company’s units (including up to 750,000 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”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • November 17th, 2023 • Bayview Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [__], 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”):
