ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT among CHENGHE ACQUSITION CO. SEMILUX INTERNATIONAL LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 15, 2024Assignment, Assumption and Amendment Agreement • February 15th, 2024 • Chenghe Acquisition Co. • Blank checks • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated February 15, 2024, is made by and among Chenghe Acquisition Co., a Cayman Islands exempted company (“SPAC”), Semilux International Ltd., a Cayman Islands exempted company (“CayCo”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated April 27, 2022, by and between SPAC and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
BUSINESS COMBINATION AGREEMENT by and among CHENGHE ACQUISITION CO., SEMILUX INTERNATIONAL LTD., SEMILUX LTD., and TAIWAN COLOR OPTICS, INC. dated as of July 21, 2023Business Combination Agreement • February 15th, 2024 • Chenghe Acquisition Co. • Blank checks • New York
This Business Combination Agreement, dated as of July 21, 2023 (as amended, restated, modified or supplemented in accordance with its terms, this “Agreement”), is made and entered into by and among Chenghe Acquisition Co., a Cayman Islands exempted company limited by shares (“SPAC”), SEMILUX INTERNATIONAL LTD., a Cayman Islands exempted company limited by shares (“CayCo”), SEMILUX LTD. a Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of CayCo, (“Merger Sub”) and Taiwan Color Optics, Inc., a company incorporated and in existence under the laws of Taiwan with uniform commercial number of 25052644 (the “Company” and together with CayCo and Merger Sub, the “Company Parties”). Each Company Party and SPAC will individually be referred to herein as a “Party” and, collectively, as the “Parties.”
INVESTOR RIGHTS AGREEMENTAddendum Agreement • February 15th, 2024 • Chenghe Acquisition Co. • Blank checks • New York
WHEREAS, CayCo, SEMILUX LTD. (“Merger Sub”), the Company, and SPAC have entered into that certain Business Combination Agreement, dated as of July 21, 2023 (as amended or supplemented from time to time, the “Business Combination Agreement”);
