Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants and represents that it has read the Prospectus and understands that the Company has established a trust account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into entering into this agreement with Buyer, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund or distributions thereform, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Claims”). Buyer hereby irrevocably waives any Claims it may have against the Trust Fund (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund (including any distributions theref...
Waiver of Claims Against Trust. The Purchaser hereby acknowledges that it is aware that the Company will establish a Trust Account for the benefit of its public stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by the Purchaser. The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by the Purchaser. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by the Purchaser.
Waiver of Claims Against Trust. Each Holder hereby acknowledges and agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, except for redemption and liquidation rights, if any, that such Holder may have in respect of any shares of Common Stock sold in the IPO (“Public Shares”) held from time to time by such Holder. Each Holder agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, such Holder may have in respect of any Public Shares held by such Holder from time to time. In the event that the Holder has any Claim against the Company under this Agreement, the Holder shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account.
Waiver of Claims Against Trust. The Escrow Agent acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. [signatures follow on next page] WITNESS the execution of this Agreement as of the date first above written. 2020 CHINACAP ACQUIRCO, INC. By: Name: G. Xxxxxx Xx Title: Chief Executive Officer LASALLE BANK NATIONAL ASSOCIATION as Escrow Agent By: Name: Title: INITIAL STOCKHOLDERS:
Waiver of Claims Against Trust. Seller understands that, as described in the final prospectus of Purchaser, dated as of March 15, 2018, and filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2018 (File No. 333-223098) (the “IPO Prospectus”), Purchaser has established a trust account (the “Trust Account”) containing the proceeds of Purchaser’s initial public offering (the “IPO”) and the overallotment shares acquired by Purchaser’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Purchaser’s public stockholders (including overallotment shares acquired by Purchaser’s underwriters) (the “Public Stockholders”) and that, except as otherwise described in the IPO Prospectus, Purchaser may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their shares of Purchaser (or Pubco upon consummation of the Closing) in connection with the consummation of its initial business combination (as such term is used in the IPO Prospectus) (“Business Combination”) or in connection with an amendment to Purchaser’s organizational documents to extend Purchaser’s deadline to consummate a Business Combination, (b) to the Public Stockholders if the Purchaser fails to consummate a Business Combination within twenty-four (24) months after the closing of the IPO or prior to any other deadline to consummate a Business Combination established pursuant to an amendment to Purchaser’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes, and (d) to Purchaser after or concurrently with the consummation of a Business Combination. For and in consideration of Purchaser entering into this Exchange Agreement and the Business Combination Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Exchange Agreement, neither of Seller nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, i...
Waiver of Claims Against Trust of the Business Combination Agreement are each hereby incorporated into this Agreement (including any relevant definitions contained in any such Sections), mutatis mutandis.
Waiver of Claims Against Trust. (i) Reference is made to the final prospectus of Nautilus, dated July 14, 2011 (File No. 333-174634) (the “Prospectus”). Each of the Sellers and APL (on behalf of themselves and their respective Affiliates) represents and warrants that it has read the Prospectus and understands that Nautilus has established a trust account containing the proceeds of its IPO and certain additional proceeds (collectively with the initial principal and interest accrued from time to time thereon, the “Trust Account”) initially in an amount of $48,480,000 for the benefit of Nautilus’ public stockholders (“Public Stockholders”) and certain parties (including the underwriters of the IPO) and that, except as otherwise described in the Prospectus, Nautilus may disburse monies from the Trust Account only: (A) to the Public Stockholders in the event they elect to redeem their shares of common stock of Nautilus in connection with the consummation of its initial business combination (as such term is used in the Prospectus) (“Business Combination”), (B) to the Public Stockholders if Nautilus fails to consummate its Business Combination within 19 months from the closing of the IPO and (C) to Nautilus after or concurrently with the consummation of its Business Combination.
Waiver of Claims Against Trust. 66 12.2 Release and Covenant Not to Xxx. 67 ARTICLE XIII MISCELLANEOUS 67 13.1 Notices. 67 13.2 Binding Effect; Assignment. 69 13.3 Third Parties. 69 13.4 Governing Law; Jurisdiction. 69 13.5 WAIVER OF JURY TRIAL. 69 13.6 Specific Performance. 70 13.7 Severability. 70 13.8 Amendment. 70 13.9 Waiver. 70 13.10 Entire Agreement. 70 13.11 Interpretation. 71 13.12 Counterparts. 71 13.13 No Recourse. 71 13.14 Seller Representative. 72 13.15 Purchaser Representative. 73 13.16 Legal Representation. 74 ARTICLE XIV DEFINITIONS 75 14.1 Certain Definitions. 75 14.2 Section References. 84 INDEX OF ANNEXES AND EXHIBITS Annex Description Annex I Allocation of Base Exchange Shares and Warrants Annex II Allocation of Earnout Shares Exhibit Description Exhibit A Form of Lock-Up Agreement BUSINESS COMBINATION AGREEMENT 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) Xxxxxxx Xxxxxx 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 company (the “Seller”), and (vii) Xxxxxxx Xxx, a Chinese citizen who is a controlling shareholder of the Seller, in the capacity as the representative for the Seller in accordance with the terms and conditions of this Agreement (the “Seller Representative”). Purchaser, the Purchaser Representative, Pubco (upon execution of a joinder hereto), Merger Sub (upon execution of a joinder hereto), the Company, the Seller and the Seller Representative are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
Waiver of Claims Against Trust. 68 11.2 Release and Covenant Not to Xxx. 69 ARTICLE XII MISCELLANEOUS 69
Waiver of Claims Against Trust. Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Investor warrants and represents that it has read the Prospectus and understands that the Company has established a trust account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a Business Combination.
