10,000,000 Units East Stone Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 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 6th, 2020 • East Stone Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [ ], 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 6th, 2020 • East Stone Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [ ], 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 6th, 2020 • East Stone Acquisition Corp • Blank checks • Virgin Islands
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [ ], 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”).
I-Bankers Securities, Inc. Suite 423 New York, New York 10017East Stone Acquisition Corp • February 6th, 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 6th, 2020 • East Stone Acquisition Corp • Blank checks
This Agreement is made as of _____________, 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 6th, 2020 • East Stone Acquisition Corp • Blank checks • New York
This Warrant Agreement (this “Agreement”) is made as of ________, 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”).
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.
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”):
