0001493152-24-023717 Sample Contracts

SPONSOR SUPPORT AGREEMENT

Sponsor Support Agreement • June 13th, 2024 • Bayview Acquisition Corp • Blank checks

• Contract Type
  Sponsor Support Agreement
• Filed
  June 13th, 2024
• Company
  Bayview Acquisition Corp
• Industry
  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”).

COMPANY SHAREHOLDER SUPPORT AGREEMENT

Company Shareholder Support Agreement • June 13th, 2024 • Bayview Acquisition Corp • Blank checks

• Contract Type
  Company Shareholder Support Agreement
• Filed
  June 13th, 2024
• Company
  Bayview Acquisition Corp
• Industry
  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...

Merger Agreement • June 13th, 2024 • Bayview Acquisition Corp • Blank checks • New York

• Contract Type
  Merger Agreement
• Filed
  June 13th, 2024
• Company
  Bayview Acquisition Corp
• Industry
  Blank checks
• Jurisdiction
  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”).