REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 14th, 2023 • Bowen Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 11, 2023, is made and entered into by and among Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), Createcharm Holdings Ltd, a British Virgin Islands company, and Bowen Holding LP, a Delaware limited liability company (each a “Sponsor” and collectively the “Sponsors”), EarlyBirdCapital, Inc. (“EBC”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsors and EBC 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”).
6,000,000 Units BOWEN ACQUISITION CORP UNDERWRITING AGREEMENTUnderwriting Agreement • July 14th, 2023 • Bowen Acquisition Corp • Blank checks • New York
Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (“EarlyBird” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”; provided that, if only EarlyBird is listed on such Schedule A, any references to the Underwriters shall refer exclusively to EarlyBird), as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 14th, 2023 • Bowen Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 11, 2023 by and between Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 14th, 2023 • Bowen Acquisition Corp • Blank checks • New York
This agreement, made and entered into effective as of July 11, 2023 (“Agreement”), by and between Bowen Acquisition Corp, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
EARLYBIRDCAPITAL, INC. New York, New York 10017 July 11, 2023Bowen Acquisition Corp • July 14th, 2023 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Bowen Acquisition Corp, a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company’s merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-272076 filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • June 13th, 2023 • Bowen 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 Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., a New York corporation (the “Purchaser”).
RIGHTS AGREEMENTRights Agreement • July 14th, 2023 • Bowen Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of July 11, 2023 between Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).
RIGHTS AGREEMENTRights Agreement • June 13th, 2023 • Bowen Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of ____________, 2023 between Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).
Bowen Acquisition Corp New York, NY 10170 EarlyBirdCapital, Inc. New York, NY 10017Letter Agreement • June 13th, 2023 • Bowen 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 between Bowen Acquisition Corp, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., 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 6,900,000 of the Company’s units (including up to 900,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Shares”), and one right (each, a “Right”). Each Right entitles the holder to receive one-tenth of one Share upon the completion of an initial Business Combination. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospect
Bowen Acquisition Corp New York, NY 10170Letter Agreement • July 14th, 2023 • Bowen Acquisition Corp • Blank checks
This letter agreement (this “Agreement”) by and between Bowen Acquisition Corp (the “Company”) and Bowen Holding LP (“Bowen”), 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”):
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • May 19th, 2023 • Bowen Acquisition Corp • Blank checks • New York
This Securities Escrow Agreement, dated as of ____________, 2023 (“Agreement”), by and among Bowen 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 Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
Bowen Acquisition Corp New York, NY 10170Letter Agreement • May 19th, 2023 • Bowen Acquisition Corp • Blank checks
This letter agreement (this “Agreement”) by and between Bowen Acquisition Corp (the “Company”) and Bowen Holding LP (“Bowen”), 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”):
AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • January 24th, 2024 • Bowen Acquisition Corp • Blank checks • New York
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of January 18, 2024, by and among Bowen Acquisition Corp, a Cayman Islands exempted company (“Parent”), Bowen Merger Sub, a Cayman Islands exempted company and a wholly-owned subsidiary of Parent (“Merger Sub”), Shenzhen Qianzhi BioTech Company Limited, a company incorporated in the People’s Republic of China (the “Company”), and Qianzhi Group Holding (Cayman) Limited, an exempted company incorporated with limited liability in the Cayman Islands (“NewCo,” and together with Parent, Merger Sub and the Company, the “Parties,” and each of Parent, Merger Sub, the Company and Newco individually, a “Party”). As used herein, (i) the term “Agreement” refers to this Agreement and Plan of Reorganization, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Schedule, as defined in the preambles to ARTICLE II and ARTICLE III hereof, respectively), and (ii) unless th
SHAREHOLDER VOTING AGREEMENTShareholder Voting Agreement • January 24th, 2024 • Bowen Acquisition Corp • Blank checks • New York
This Shareholder Voting Agreement (this “Agreement”), dated as of January 18, 2024, is entered into by and among Bowen Acquisition Corp, a Cayman Islands exempted company (the “Parent”), Qianzhi Group Holding (Cayman) Limited, a Cayman Islands corporation (“NewCo”), and the undersigned shareholder of NewCo (the “Shareholder”). Each of the Parent, NewCo and the Shareholder is referred to herein as a “Party”, and collectively, the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
