4,000,000 Units ORISUN ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 7th, 2019 • Orisun Acquisition Corp. • Blank checks • New York
Orisun Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Chardan Capital Markets, LLC, “Chardan”, 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 the other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2019 • Orisun Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 2nd day of August, 2019, by and among Orisun Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENTRights Agreement • August 7th, 2019 • Orisun Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of August 2, 2019 between Orisun Acquisition Corp., a Delaware corporation, with offices at 555 Madison Avenue, Room 543, New York, NY 10022 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 7th, 2019 • Orisun Acquisition Corp. • Blank checks • New York
This Agreement is made as of August 2, 2019 by and between Orisun Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company, LLC, as trustee (“Trustee”).
Orisun Acquisition Corp.Underwriting Agreement • August 7th, 2019 • Orisun Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 7th, 2019 • Orisun Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of August 2, 2019 (“Agreement”), by and among ORISUN ACQUISITION CORP., a Delaware corporation (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (the “Escrow Agent”).
WARRANT AGREEMENTWarrant Agreement • August 7th, 2019 • Orisun Acquisition Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of August 2, 2019, by and between Orisun Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”).
MERGER AGREEMENT dated June 29, 2020 by and among Ucommune Group Holdings Limited, a Cayman Islands exempted company (the “Company”), Certain shareholders of the Company (the “Principal Shareholders”),Merger Agreement • July 6th, 2020 • Orisun Acquisition Corp. • Blank checks • New York
This MERGER AGREEMENT (the “Agreement”), dated as of June 29, 2020 (the “Signing Date”), by and among Ucommune Group Holdings Limited, a Cayman Islands exempted company (the “Company”), the holding companies of certain founders as set forth on Exhibit A (each, a “Principal Shareholder” and collectively the “Principal Shareholders”), Daqing Mao, an individual, as the representative of the Shareholders (the “Shareholders’ Representative”), Orisun Acquisition Corp., a Delaware corporation (the “Parent”), Ucommune International Ltd, a Cayman Islands exempted company and wholly-owned subsidiary of the Parent (the “Purchaser”), and Everstone International Ltd, a Cayman Islands exempted company and wholly-owned subsidiary of the Purchaser (the “Merger Sub”).
AGREEMENTMerger Agreement • November 17th, 2020 • Orisun Acquisition Corp. • Services-business services, nec • New York
This AGREEMENT (this “Agreement”) is made as of this _______ day of __________, 2020 by and between Orisun Acquisition Corp. (“Orisun”), Ucommune International Ltd, a Cayman Islands exempted company and a wholly-owned subsidiary of Orisun (“Company”), Ucommune Group Holdings Limited (“Ucommune”) and [ ], a [ ] company (“Buyer”).
AGREEMENTMerger Agreement • August 24th, 2020 • Orisun Acquisition Corp. • Blank checks • New York
This AGREEMENT (this “Agreement”) is made as of this _______ day of __________, 2020 by and between Orisun Acquisition Corp. (“Orisun”), Ucommune International Ltd, a Cayman Islands exempted company and a wholly-owned subsidiary of Orisun (“Company”), Ucommune Group Holdings Limited (“Ucommune”) and [ ], a [ ] company (“Buyer”).
Ucommune and Orisun Entered Into Backstop Agreements for $53 Million Funding Including Investment From Green Better Limited, a Subsidiary of Xiaomi (HKEX: 1810), and Sunshine 100 China (HKEX: 2608)Backstop Agreement • August 24th, 2020 • Orisun Acquisition Corp. • Blank checks
● Ucommune is the largest agile office space manager and co-working community operator in China. Its early investors include Sequoia Capital China, Matrix Partners China, Sinovation Ventures, and ZhenFund.
