OAK WOODS ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • April 3rd, 2023 • Oak Woods Acquisition Corp • Blank checks • New York
Oak Woods Acquisition Corporation, a Cayman Islands corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 3rd, 2023 • Oak Woods Acquisition Corp • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 28, 2023, by and among Oak Woods Acquisition Corporation, a Cayman Islands limited company (the “Company”) and the undersigned parties listed under Investors on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • April 3rd, 2023 • Oak Woods Acquisition Corp • Blank checks • New York
This agreement (“Agreement”) is made as of March 28, 2023 between Oak Woods Acquisition Corporation, a Cayman Islands exempted company (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • April 3rd, 2023 • Oak Woods Acquisition Corp • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of March 28, 2023, by and between Oak Woods Acquisition Corporation, a Cayman Limited Copmany (the “Company”), and John O’Donnell (“Indemnitee”).
RIGHTS AGREEMENTRights Agreement • April 3rd, 2023 • Oak Woods Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of March 28, 2023 between Oak Woods Acquisition Corporation., a Cayman limited 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 right agent (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 3rd, 2023 • Oak Woods Acquisition Corp • Blank checks
This Investment Management Trust Agreement (the “Agreement”) is made as of March 28th, 2023 by and between Oak Woods Acquisition Corporation, a Cayman Island company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (“Trustee”).
FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • April 3rd, 2023 • Oak Woods Acquisition Corp • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 27th day of March , 2023, by and between Oak Woods Acquisition Corporation, a Cayman Islands Limited Company (the “Company”), having its principal place of business at 101 Roswell Drive, Nepean, Ontario, K2J 0H5, Canada and Whale Bay International Company Limited, a British Virgin Islands Limited Company (the “Purchaser”).
Oak Woods Acquisition Corporation Cricket Square, Hutchins Drive Cayman IslandsSecurities Purchase Agreement • April 16th, 2024 • Oak Woods Acquisition Corp • Services-misc health & allied services, nec
We are pleased to accept the offer you (the “Subscriber”) have made to purchase an aggregate of 2,156,250 Class B ordinary shares (the “Shares”) of $0.0001 par value per share (the “Class B Ordinary Shares”), up to 281,250 of which Shares are subject to complete or partial forfeiture (the “forfeiture”) by you if the underwriters of the initial public offering (“IPO”) of Oak Woods Acquisition Corp., a Cayman Islands company (the “Company”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
RIGHTS AGREEMENTRights Agreement • February 17th, 2023 • Oak Woods Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [*], 2023 between Oak Woods Acquisition Corporation., a Cayman limited 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 right agent (the “Right Agent”).
FIRST AMENDED AND RESTATED MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG HUAJIN (CHINA) HOLDNGS LIMITED (THE “COMPANY”), XUEHONG LI, AS REPRESENTATIVE OF THE SHAREHOLDERS OF THE COMPANY (“SHAREHOLDERS’ REPRESENTATIVE”), OAK WOODS...Merger Agreement • July 1st, 2024 • Oak Woods Acquisition Corp • Services-misc health & allied services, nec • New York
This FIRST AMENDED AND RESTATED MERGER AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of June 26, 2024 (the “Execution Date”) by and among Huajin (China) Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Company” or “Huajin”), Xuehong Li, as representative of the shareholders of the Company (the “Shareholders’ Representative”), Oak Woods Acquisition Corporation, an exempted company incorporated in the Cayman Islands (the “Purchaser” or “Oak Woods”) and Oak Woods Merger Sub Inc., an exempted company incorporated in the Cayman Islands (the “Merger Sub”), each a (“Party” and collectively, the “Parties”).
March 27, 2023 Oak Woods Acquisition Corporation K2J 0H5, Canada Attn: Lixin Zheng, CEO EF Hutton, division of Benchmark Investments,Underwriting Agreement • April 3rd, 2023 • Oak Woods Acquisition Corp • Blank checks
Product Development ContractProduct Development Contract • August 21st, 2024 • Oak Woods Acquisition Corp • Services-misc health & allied services, nec
The parties to this contract, through equal and voluntary consultation, in accordance with the Civil Code of the People’s Republic of China and relevant regulations, have signed this contract to jointly abide by the technology development matters entrusted by Party A to Party B.
Employment AgreementEmployment Agreement • August 21st, 2024 • Oak Woods Acquisition Corp • Services-misc health & allied services, nec • New York
This Employment Agreement (the “Agreement”) is made and entered into as of August 10, 2024, by and between Xuehong Li (the “Executive”) and Huajin (China) Holdings Limited, a Cayman Islands company (the “Company”).
SECOND AMENDED AND RESTATED MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG HUAJIN (CHINA) HOLDNGS LIMITED (THE “COMPANY”), XUEHONG LI, AS REPRESENTATIVE OF THE SHAREHOLDERS OF THE COMPANY (“SHAREHOLDERS’ REPRESENTATIVE”), OAK WOODS...Merger Agreement • December 18th, 2024 • Oak Woods Acquisition Corp • Services-misc health & allied services, nec • New York
This SECOND AMENDED AND RESTATED MERGER AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of December 13, 2024 (the “Execution Date”) by and among Huajin (China) Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Company” or “Huajin”), Xuehong Li, as representative of the shareholders of the Company (the “Shareholders’ Representative”), Oak Woods Acquisition Corporation, an exempted company incorporated in the Cayman Islands (the “Purchaser” or “Oak Woods”) and Oak Woods Merger Sub Inc., an exempted company incorporated in the Cayman Islands (the “Merger Sub”), each a (“Party” and collectively, the “Parties”).
ContractExclusive Customized Distribution Agreement • August 21st, 2024 • Oak Woods Acquisition Corp • Services-misc health & allied services, nec
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. REDACTED MATERIAL IS MARKED WITH A [***].
Lease Agreement for the Operating Rights of Langao County Health and Wellness ParkLease Agreement • August 21st, 2024 • Oak Woods Acquisition Corp • Services-misc health & allied services, nec
In accordance with the Contract Law of the People’s Republic of China, the Provisions of the Supreme People’s Court on Several Issues Concerning the Trial of Administrative Agreement Cases, and relevant policy provisions, and based on the auction results of the Langao County Health and Wellness Garden Operation Lease Rights Auction organized by Shaanxi Xinda International Auction Co., Ltd. , Party A and Party B have entered into this contract through full and friendly consultation, following the principles of voluntariness, fairness, and good faith.
NON-REDEMPTION AGREEMENTNon-Redeemption Agreement • December 18th, 2024 • Oak Woods Acquisition Corp • Services-misc health & allied services, nec • New York
This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of December 13, 2024, is made by and among Oak Woods Acquisition Corporation, a Cayman exempted company (the “Company”), and the Backstop Investor (as defined below).
Product Development and Technical Service AgreementProduct Development and Technical Service Agreement • August 21st, 2024 • Oak Woods Acquisition Corp • Services-misc health & allied services, nec
The second party shall provide technical services for the research and development, processing, and production of shrimp astaxanthin vitality pills as requested by the first party.
Product Development ContractProduct Development Contract • August 21st, 2024 • Oak Woods Acquisition Corp • Services-misc health & allied services, nec
The parties to this contract, through equal and voluntary consultation, in accordance with the Civil Code of the People’s Republic of China and relevant regulations, have signed this contract to jointly abide by the technology development matters entrusted by Party A to Party B.
Franchise AgreementFranchise Agreement • August 21st, 2024 • Oak Woods Acquisition Corp • Services-misc health & allied services, nec
This Franchise Agreement (hereinafter referred to as the “Agreement”) is signed by the following parties on [date] in Ankang, Shaanxi Province:
AMENDMENT TO FIRST AMENDED AND RESTATED MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement • October 10th, 2024 • Oak Woods Acquisition Corp • Services-misc health & allied services, nec
This Amendment, dated as of September 28, 2024 (this “Amendment”), to the First Amended and Restated Merger Agreement and Plan of Reorganization, dated as of June 26, 2024 (the “First Amended Merger Agreement”), by and among Huajin (China) Holdings Limited (the “Company”), Xuehong Li, as Representative of the Shareholders of the Company (the “Shareholders’ Representative”), Oak Woods Acquisition Corporation (the “Purchaser”) and Oak Woods Merger Sub Inc. (the “Merger Sub”) (collectively, the “Parties”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 17th, 2023 • Oak Woods Acquisition Corp • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of [*], 2023 (this “Agreement”), by and among OAK WOODS ACQUISITION CORPORATION., a Cayman Limited Company (“Company”), the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 3rd, 2023 • Oak Woods Acquisition Corp • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of March 28, 2023 (this “Agreement”), by and among OAK WOODS ACQUISITION CORPORATION., a Cayman Limited Company (“Company”), the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
AGREEMENT TO EXTEND MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG HUAJIN (CHINA) HOLDNGS LIMITED (THE “COMPANY”), XUEHONG LI, AS REPRESENTATIVE OF THE SHAREHOLDERS OF THE COMPANY (“SHAREHOLDERS’ REPRESENTATIVE”), OAK WOODS ACQUISITION...Merger Agreement and Plan of Reorganization • March 28th, 2024 • Oak Woods Acquisition Corp • Services-misc health & allied services, nec
This AGREEMENT TO EXTEND THE MERGER AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of March 23, 2024 (the “Execution Date”) by and among Huajin (China) Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Company” or “Huajin”), Xuehong Li, as representative of the shareholders of the Company (the “Shareholders’ Representative”), Oak Woods Acquisition Corporation, an exempted company incorporated in the Cayman Islands (the “Purchaser” or “Oak Woods”) and Oak Woods Merger Sub Inc., an exempted company incorporated in the Cayman Islands (the “Merger Sub”), each a (“Party” and collectively (the “Parties”). This Agreement to Extend the Merger Agreement and Plan of Reorganization is hereinafter referred to as the (“Merger Extension Agreement”).
FIRST AMENDED AND RESTATED MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement • December 13th, 2024 • Oak Woods Acquisition Corp • Services-misc health & allied services, nec
This Amendment, dated as of September 28, 2024 (this “Amendment”), to the First Amended and Restated Merger Agreement and Plan of Reorganization, dated as of June 26, 2024 (the “First Amended Merger Agreement”), by and among Huajin (China) Holdings Limited (the “Company”), Xuehong Li, as Representative of the Shareholders of the Company (the “Shareholders’ Representative”), Oak Woods Acquisition Corporation (the “Purchaser”) and Oak Woods Merger Sub Inc. (the “Merger Sub”) (collectively, the “Parties”).
