12,000,000 Units East Stone Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • February 25th, 2020 • East Stone Acquisition Corp • Blank checks • New York
The undersigned, East Stone Acquisition Corporation, a business company incorporated in the British Virgin Islands (“Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (hereinafter referred to as “you”, “I-Bankers”, 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 25th, 2020 • East Stone Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 19, 2020, by and among East Stone Acquisition Corporation, a British Virgin Islands company (the “Company”), the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”), and any other holder of Registrable Securities (as defined below) which becomes a party to this Agreement pursuant to Section 6.2.
RIGHTS AGREEMENTRights Agreement • February 25th, 2020 • East Stone Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of February 19, 2020 between East Stone Acquisition Corporation, a British Virgin Islands company, with offices at 25 Mall Road, Suite 330, Burlington, MA 01803 (“Company”), and Continental Stock Transfer& Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • February 25th, 2020 • East Stone Acquisition Corp • Blank checks • Virgin Islands
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this February 24, 2020, by and between East Stone Acquisition Corporation, a British Virgin Islands business company (the “Company”), having its principal place of business at 25 Mall Road, Suite 330, Burlington, MA 01803, and I-Bankers Securities Inc. (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • February 25th, 2020 • East Stone Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 19, 2020, by and between East Stone Acquisition Corporation, a British Virgin Islands business company organized with limited liability (the “Company”), and Michael S. Cashel (“Indemnitee”).
I-Bankers Securities, Inc. Suite 423 New York, New York 10017East Stone Acquisition Corp • February 25th, 2020 • Blank checks • New York
This is to confirm our agreement whereby East Stone Acquisition Corporation, a British Virgin Islands company (“Company”), has requested I-Bankers Securities, Inc. (the “Advisor”) to serve as the Company’s advisor in connection with the Company acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities, (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-235949) filed with the U.S. Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 25th, 2020 • East Stone Acquisition Corp • Blank checks • New York
This Agreement is made as of February 19, 2020 by and between East Stone Acquisition Corporation, a British Virgin Islands company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • February 25th, 2020 • East Stone Acquisition Corp • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of February 19, 2020 between East Stone Acquisition Corporation, a British Virgin Islands company, with offices at 25 Mall Road, Suite 330, Burlington, MA 01803 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Warrant Agent”).
BUSINESS COMBINATION AGREEMENT by and among EAST STONE ACQUISITION CORPORATION, as Purchaser, SHERMAN XIAOMA LU, in the capacity as the Purchaser Representative, UFIN TEK LIMITED as Pubco UFIN MERGERCO LIMITED as Merger Sub UFIN HOLDINGS LIMITED as...Business Combination Agreement • September 23rd, 2020 • East Stone Acquisition Corp • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of September 21, 2020 by and among: (i) East Stone Acquisition Corporation, a British Virgin Islands business company (the “Purchaser”), (ii) Sherman Xiaoma Lu, a citizen of China, in the capacity as the representative from and after the Closing (as defined below) for the shareholders of Purchaser and Pubco (as defined below) (other than the Sellers (as defined below)) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iii) Ufin Tek Limited, upon execution of a joinder hereto, a to-be-formed British Virgin Islands company, (“Pubco”), (iv) Ufin Mergerco Limited, upon execution of a joinder hereto, a to-be-formed British Virgin Islands company and a wholly-owned subsidiary of Pubco (“Merger Sub”), (v) Ufin Holdings Limited, a Cayman Islands limited liability company (the “Company”), (vi) Ufin Investment Limited, a British Virgin Islands with limited liability c
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...East Stone Acquisition Corp • February 6th, 2020 • Blank checks • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY EAST STONE ACQUISITION CORPORATION (“COMPANY”) OF A MERGER, SHARE EXCHANGE, ASSET ACQUISITION, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE (AS DEFINED HEREIN). VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE LIQUIDATION OF THE COMPANY’S TRUST ACCOUNT (AS DESCRIBED IN THE REGISTRATION STATEMENT) IF THE COMPANY HAS NOT COMPLETED A BUSINESS COMBINATION WITHIN THE REQUIRED TIME PERIODS OR FIVE YEARS FROM THE EFFECTIVE DATE.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 29th, 2022 • East Stone Acquisition Corp • Motor vehicles & passenger car bodies • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 23 day of September, 2022, by and among East Stone Acquisition Corporation (“SPAC”), a British Virgin Islands business company, NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (“PubCo”), and the undersigned investor (“Subscriber”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
FORM OF SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • April 21st, 2022 • East Stone Acquisition Corp • Services-computer programming, data processing, etc. • Delaware
This Shareholder Support Agreement (this “Agreement”) is made and entered into as of April 15, 2022, by and among East Stone Acquisition Corporation., a British Virgin Islands business company (“Purchaser”), ICONIQ Holding Limited, an exempted company incorporated with limited liability in the Cayman Island (the “Company”) and the individuals whose names appear on the signature pages hereto who are or hereafter may become shareholders of the Company (each such shareholder, a “Requisite Shareholder” and, collectively, the “Requisite Shareholders”). The Purchaser, Company and the Requisite Shareholders are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
TERMINATION AGREEMENT TO SUBSCRIPTION AGREEMENTTermination Agreement • September 29th, 2022 • East Stone Acquisition Corp • Motor vehicles & passenger car bodies • Delaware
This TERMINATION AGREEMENT TO SUBSCRIPTION AGREEMENT, dated as of September 25, 2022 (this “Termination Agreement”), is made by and among East Stone Acquisition Corporation, a British Virgin Islands business company (“SPAC”), NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (“PubCo”), and Guozhong Tianhong Asset Management (Tianjin) Co., Ltd. (国中天宏资产管理（天津）有限公司, “Subscriber”), a limited liability company incorporated under the laws of the People’s Republic of China (each a “Party” and collectively, the “Parties”). Except as otherwise indicated herein, capitalized terms used but not defined herein shall have the meanings given to such terms in the Subscription Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT by and among EAST STONE ACQUISITION CORPORATION, as Purchaser, NAVY SAIL INTERNATIONAL LIMITED, in the capacity as the Purchaser Representative, NWTN INC., as Pubco, MUSE MERGER SUB I LIMITED, as First Merger Sub, MUSE...Business Combination Agreement • April 21st, 2022 • East Stone Acquisition Corp • Services-computer programming, data processing, etc. • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of April 15, 2022 by and among: (i) East Stone Acquisition Corporation, a British Virgin Islands business company (the “Purchaser”), (ii) Navy Sail International Limited, a British Virgin Islands company, in the capacity as, from and after the Closing, the representative for the Purchaser and the shareholders of Purchaser immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (the “Purchaser Representative” or “Navy Sail”), (iii) NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands, (“Pubco”), (iv) Muse Merger Sub I Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First Merger Sub”); (v) Muse Merger Sub II Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Pubco (“Second Merger Sub”), and (vi) ICONIQ Holding Limi
AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • October 4th, 2022 • East Stone Acquisition Corp • Motor vehicles & passenger car bodies
This AMENDMENT TO BUSINESS COMBINATION AGREEMENT, dated effective as of September 28, 2022 (this “Amendment”), is made by and among (i) East Stone Acquisition Corporation, a British Virgin Islands business company (“Purchaser”); (ii) Navy Sail International Limited, a British Virgin Islands company, in the capacity as, from and after the Closing, the representative for the Purchaser and the shareholders of Purchaser immediately prior to the Effective Time in accordance with the terms and conditions of the Business Combination Agreement (as defined below) (the “Purchaser Representative”); (iii) NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands, (“Pubco”); (iv) Muse Merger Sub I Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First Merger Sub”); (v) Muse Merger Sub II Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Pubco (“Second Merge
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • September 23rd, 2020 • East Stone Acquisition Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of _______________, 2020, by and among (i) Ufin TeK Limited, a British Virgin Islands company (“Pubco”), (ii) Sherman Xiaoma Lu, in the capacity under the Business Combination Agreement (as defined below) as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
TERMINATION AGREEMENT TO SUBSCRIPTION AGREEMENTTermination Agreement to Subscription Agreement • September 29th, 2022 • East Stone Acquisition Corp • Motor vehicles & passenger car bodies • Delaware
This TERMINATION AGREEMENT TO SUBSCRIPTION AGREEMENT, dated as of September 25, 2022 (this “Termination Agreement”), is made by and among East Stone Acquisition Corporation, a British Virgin Islands business company (“SPAC”), NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (“PubCo”), and Shaikh Hamad Rakadh Salem Rakadh Office (each a “Party” and collectively, the “Parties”). Except as otherwise indicated herein, capitalized terms used but not defined herein shall have the meanings given to such terms in the Subscription Agreement (as defined below).
FORM OF LOCK-UP AGREEMENTForm of Lock-Up Agreement • September 23rd, 2020 • East Stone Acquisition Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of ___________, 2020, by and among (i) Ufin TeK Limited, a British Virgin Islands company (“Pubco”), (ii) Sherman Xiaoma Lu, in the capacity under the Business Combination Agreement (as defined below) as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
EAST STONE ACQUISITION CORPORATIONEast Stone Acquisition Corp • February 6th, 2020 • Blank checks
This letter agreement by and between East Stone Acquisition Corporation (the “Company”), on the one hand, and East Stone Capital Limited (“East Stone”) on the other hand, 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 Capital 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”):
SHARE TRANSFER AGREEMENTShare Transfer Agreement • February 4th, 2022 • East Stone Acquisition Corp • Services-computer programming, data processing, etc. • Delaware
This Share Transfer Agreement (“Agreement”), dated January 31, 2022, among [Investors] (each of [Investors] an “Investor”, and collectively the “Investors”), Double Ventures Holdings Limited (the “Sponsor”), and East Stone Acquisition Corporation, a British Virgin Islands business company (“East Stone”, the “Company” or “SPAC”).
LOCK-UP AGREEMENTLock-Up Agreement • February 18th, 2021 • East Stone Acquisition Corp • Services-computer programming, data processing, etc. • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of February 16, 2021, by and among (i) JHD Technologies Limited, a Cayman Islands company (“Pubco”), (ii) Navy Sail International Limited, a British Virgin Islands company, in the capacity under the Business Combination Agreement (as defined below) as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
I-Bankers Securities, Inc.Letter Agreement • November 7th, 2022 • East Stone Acquisition Corp • Motor vehicles & passenger car bodies
EAST STONE ACQUISITION CORPORATIONEast Stone Acquisition Corp • February 25th, 2020 • Blank checks • New York
This letter agreement by and between East Stone Acquisition Corporation (the “Company”), on the one hand, and East Stone Capital Limited (“East Stone”) on the other hand, 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 Capital 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”):
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • April 21st, 2022 • East Stone Acquisition Corp • Services-computer programming, data processing, etc. • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [_____] by and among East Stone Acquisition Corporation, a British Virgin Islands business company (“SPAC”), NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (“PubCo”), and the undersigned investor (“Subscriber”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
FORM OF LOCK-UP AGREEMENTForm of Lock-Up Agreement • April 21st, 2022 • East Stone Acquisition Corp • Services-computer programming, data processing, etc. • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of April 15, 2022, by and among (i) NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), (ii) Navy Sail International Limited, a British Virgin Islands company, in the capacity under the Business Combination Agreement (as defined below) as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), (iii) ICONIQ Holding Limited, an exempted company incorporated with limited liability in the Cayman Island (the “Company”), (iv) East Stone Acquisition Corporation, a British Virgin Islands business company (“Purchaser”), and (v) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • February 18th, 2021 • East Stone Acquisition Corp • Services-computer programming, data processing, etc. • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of February 16, 2021, by the undersigned security holder of the Company (as defined below) (the “Subject Party”) in favor of and for the benefit of) JHD Technologies Limited, a Cayman Islands company (“Pubco”), East Stone Acquisition Corporation, a British Virgin Islands company (together with its successors, including the Surviving Corporation (as defined in the Business Combination Agreement) “Purchaser”), JHD Holdings (Cayman) Limited, a Cayman Islands company (the “Company”), and each of Pubco’s, Purchaser’s and/or the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries (including the Company) (collectively with Pubco, Purchaser and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
EAST STONE ACQUISITION CORPORATIONEast Stone Acquisition Corp • January 17th, 2020 • Blank checks • New York
This letter agreement by and between East Stone Acquisition Corporation (the “Company”), on the one hand, and East Stone Capital Limited (“East Stone”) on the other hand, 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 Capital 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”):
SHARE ESCROW AGREEMENTShare Escrow Agreement • March 4th, 2020 • East Stone Acquisition Corp • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of March 4, 2020 (“Agreement”), by and among East Stone Acquisition Corporation, a British Virgin Islands company (the “Company”), the individuals and entities listed on the signature pages hereto (each, an “Initial Shareholder” and, collectively, the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“Escrow Agent”).
