Rights Agreement (this “Agreement”) is made as of [ ], 2020 between East Stone Acquisition Corporation, a British
Virgin Islands company, with offices at 130 Worthen Road, Lexington, MA 02421 (“Company”), and Continental Stock Transfer&
Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004
the Company has received binding commitments from Double Ventures Holdings Limited, a British Virgin Islands company(the “Sponsor”),
from anchor investors, Mr. Hua Hao and Mr. Cheng Zhao (“Anchor Investors”), and from I-Bankers Securities, Inc. (the
“Representative”) to purchase up to an aggregate of 323,750 units (or 350,000 if the over-allotment option is exercised
in full by the underwriters), each unit (“Unit”) comprised of one ordinary share, with no par value, of the Company
(“Ordinary Share”), one warrant to purchase one-half of one Ordinary Share (“Warrant”) and one right to
receive one-tenth of one Ordinary Share upon the happening of the triggering event described herein (“Right”), and
in connection therewith, will issue and deliver up to an aggregate of 350,000 Rights as part of such Units upon consummation of
such private placement (the “Private Offering”); and
the Company is engaged in a public offering (“Public Offering”) of Units and, in connection therewith, will issue
and deliver up to 115,000,000 Rights to the public investors; and
in order to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined
in the Company’s Amended and Restated Memorandum and Articles of Association), the Sponsor or an affiliate of the Sponsor
or certain of the Company’s executive officers and directors may loan to the Company funds as may be required, of which
up to $1,500,000 of such loans may be convertible into up to an additional 150,000 Units, and in connection therewith, will issue
and deliver up to an aggregate of 150,000 Rights; and
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
File No. 333-[ ] (“Registration Statement”), and related Prospectus (“Prospectus”) for the registration,
under the Securities Act of 1933, as amended (“Act”), of, among other securities, the Rights and the Ordinary Shares
issuable to the holders of the Rights; and
the Company desires the Rights Agent to act on behalf of the Company, and the Rights Agent is willing to so act, in connection
with the issuance, registration, transfer and exchange of the Rights; and
the Company desires to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective
rights, limitation of rights, and immunities of the Company, the Rights Agent, and the holders of the Rights; and
all acts and things have been done and performed which are necessary to make the Rights, when executed on behalf of the Company
and countersigned by or on behalf of the Rights Agent, as provided herein, the valid, binding and legal obligations of the Company,
and to authorize the execution and delivery of this Agreement.
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company for the Rights, and the Rights
Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in
2.1. Form of Right. Each Right shall be issued in registered form only, shall
be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear
the facsimile signature of, the Chairman of the Board or Chief Executive Officer and the Secretary of the Company and shall bear
a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed upon any Right shall
have ceased to serve in the capacity in which such person signed the Right before such Right is issued, it may be issued with
the same effect as if he or she had not ceased to be such at the date of issuance.
of Countersignature. Unless and until countersigned by the Rights Agent pursuant to this Agreement, a Right shall be invalid
and of no effect and may not be exchanged for Ordinary Shares.
Register. The Rights Agent shall maintain books (“Right Register”) for the registration of original issuance and
the registration of transfer of the Rights. Upon the initial issuance of the Rights, the Rights Agent shall issue and register
the Rights in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions
delivered to the Rights Agent by the Company.
Holder. Prior to due presentment for registration of transfer of any Right, the Company and the Rights Agent may deem and
treat the person in whose name such Right shall be registered upon the Right Register (“registered holder”) as the
absolute owner of such Right and of each Right represented thereby (notwithstanding any notation of ownership or other writing
on the Right Certificate made by anyone other than the Company or the Rights Agent), for the purpose of the exchange thereof,
and for all other purposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.
2.4. Detachability of Rights. The securities comprising the Units, including
the Rights, will not be separately transferable until the earlier to occur of: (i) the 90th day following the
date of the Prospectus or (ii) the announcement by the Representative, as representative of the underwriters in the Public Offering,
of its intention to allow separate earlier trading, except that in no event will the securities comprising the Units be separately
tradeable until the Company files a Current Report on Form 8-K with the SEC which includes an audited balance sheet reflecting
the receipt by the Company of the gross proceeds of the Public Offering including the proceeds received by the Company from the
exercise of the over-allotment option, if the over-allotment option is exercised by the date thereof and the Company issues a
press release and files a Current Report on Form 8-K with the SEC announcing when such separate trading shall begin.
3. Terms and Exchange of Rights
3.1. Rights. Each Right shall entitle the holder thereof to receive one-tenth
of one Ordinary Share upon the happening of an Exchange Event (defined below). No additional consideration shall be paid by a
holder of Rights in order to receive his, her or its Ordinary Shares upon an Exchange Event as the purchase price for such Ordinary
Shares has been included in the purchase price for the Units. In no event will the Company be required to net cash settle the
Rights or issue fractional Ordinary Shares.
Event. An “Exchange Event” shall occur upon the Company’s consummation of an initial Business Combination
(as defined in the Company’s Amended and Restated Memorandum and Articles of Association).
of Ordinary Shares. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the
Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall
issue to the registered holder of such Right(s) the number of full Ordinary Shares to which he, she or it is entitled, registered
in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry
position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in
no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange
of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time
of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent
permitted by the Company’s Amended and Restated Memorandum and Articles of Association the Company reserves the right to
deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated
Memorandum and Articles, which would include the rounding down of any entitlement to receive Ordinary Shares to the nearest whole
share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional
entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares
in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or
without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received
on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive.
Issuance. All Ordinary Shares issued upon an Exchange Event in conformity with this Agreement shall be validly issued, fully
paid and nonassessable.
of Issuance. Each person in whose name any such certificate or book-entry position for Ordinary Shares is issued shall for
all purposes be deemed to have become the holder of record of such shares on the date of the Exchange Event, irrespective of the
date of delivery of such certificate or entry of position.
Not Surviving Following Exchange Event. Upon an Exchange Event in which the Company does not continue as the publicly held
reporting entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration
the holders of the Ordinary Shares will receive in such transaction, for the number of shares such holder is entitled to pursuant
to Section 3.3.1 above. If the Company does not continue as the publicly held reporting entity upon an Exchange Event, each holder
of a Right will be required to affirmatively convert his/her or its rights in order to receive the 1/10 share underlying each
right (without paying any additional consideration) upon consummation of the Exchange Event. In such a case, each holder of a
Right will be required to indicate his, her or its election to convert the Rights into underlying shares as well as to return
the original certificates evidencing the Rights to the Company.
of Rights. If an Exchange Event does not occur within the time period set forth in the Company’s Amended and Restated
Memorandum and Articles of Association, as the same may be amended from time to time, the Rights shall expire and shall be worthless;
provided that for as long as any of the Rights sold in the Private Offering are held by the Representative or its designees or
affiliates, such Rights may not be exercised after five years from the effective date of the Registration Statement.
4. Transfer and Exchange of Rights.
of Transfer. The Rights Agent shall register the transfer, from time to time, of any outstanding Right upon the Right Register,
upon surrender of such Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer. Upon any such transfer, a new Right representing an equal aggregate number of Rights shall be issued
and the old Right shall be cancelled by the Rights Agent. The Rights so cancelled shall be delivered by the Rights Agent to the
Company from time to time upon request.
for Surrender of Rights. Rights may be surrendered to the Rights Agent, together with a written request for exchange or transfer,
and thereupon the Rights Agent shall issue in exchange therefor one or more new Rights as requested by the registered holder of
the Rights so surrendered, representing an equal aggregate number of Rights; provided, however, that in the event that a Right
surrendered for transfer bears a restrictive legend and the new Rights to be issued will not bear a restrictive legend, the Rights
Agent shall not cancel such Right and issue new Rights in exchange therefor until the Rights Agent has received an opinion of
counsel for the Company stating that such transfer may be made and indicating no restrictive legend is required.
Rights. The Rights Agent shall not be required to effect any registration of transfer or exchange which will result in the
issuance of a Right Certificate for a fraction of a Right.
4.4. Service Charges. No service charge shall be made for any exchange
or registration of transfer of Rights.
4.5. Adjustments to Conversion Ratios. The number of Ordinary Shares that
the holders of Rights are entitled to receive as a result of the occurrence of an Exchange Event shall be equitably adjusted to
reflect appropriately the effect of any share split, reverse share split, share dividend, reorganization, recapitalization, reclassification,
combination, exchange of shares or other like change with respect to the Ordinary Shares occurring on or after the date hereof
and prior to the Exchange Event.
Execution and Countersignature. The Rights Agent is hereby authorized to countersign and to deliver, in accordance with the
terms of this Agreement, the Rights required to be issued pursuant to the provisions of this Section 4, and the Company, whenever
required by the Rights Agent, will supply the Rights Agent with Rights duly executed on behalf of the Company for such purpose.
5. Other Provisions Relating to Rights of Holders of Rights.
5.1. No Rights as Shareholder. Until exchange of a Right for Ordinary
Shares as provided for herein, a Right does not entitle the registered holder thereof to any of the rights of a shareholder of
the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors
of the Company or any other matter.
Stolen, Mutilated, or Destroyed Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the Rights
Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
Right, include the surrender thereof), issue a new Right of like denomination, tenor, and date as the Right so lost, stolen, mutilated,
or destroyed. Any such new Right shall constitute a substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Right shall be at any time enforceable by anyone.
5.3. Reservation of Ordinary Shares. The Company shall at all times reserve
and keep available a number of its authorized but unissued Ordinary Shares that will be sufficient to permit the exchange of all
outstanding Rights issued pursuant to this Agreement.
6. Concerning the Rights Agent and Other Matters.
6.1. Payment of Taxes. The Company will from time to time promptly pay
all taxes and charges that may be imposed upon the Company or the Rights Agent in respect of the issuance or delivery of Ordinary
Shares upon the exchange of Rights, but the Company shall not be obligated to pay any transfer taxes in respect of the Rights
or such Ordinary Shares.
Consolidation, or Merger of Rights Agent.
6.2.1. Appointment of Successor Rights Agent. The
Rights Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and
liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Rights Agent
becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Rights Agent
in place of the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been
notified in writing of such resignation or incapacity by the Rights Agent or by the holder of the Right (who shall, with such
notice, submit his, her or its Right for inspection by the Company), then the holder of any Right may apply to the Supreme Court
of the State of New York for the County of New York for the appointment of a successor Rights Agent at the Company’s cost.
Any successor Rights Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under
the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State
of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal
or state authority. After appointment, any successor Rights Agent shall be vested with all the authority, powers, rights, immunities,
duties, and obligations of its predecessor Rights Agent with like effect as if originally named as Rights Agent hereunder, without
any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Rights Agent shall execute
and deliver, at the expense of the Company, an instrument transferring to such successor Rights Agent all the authority, powers,
and rights of such predecessor Rights Agent hereunder; and upon request of any successor Rights Agent the Company shall make,
execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming
to such successor Rights Agent all such authority, powers, rights, immunities, duties, and obligations.
6.2.2. Notice of Successor Rights Agent. In the
event a successor Rights Agent shall be appointed, the Company shall give notice thereof to the predecessor Rights Agent and the
transfer agent for the Ordinary Shares not later than the effective date of any such appointment.
6.2.3. Merger or Consolidation of Rights Agent.
Any corporation into which the Rights Agent may be merged or with which it may be consolidated or any corporation resulting from
any merger or consolidation to which the Rights Agent shall be a party shall be the successor Rights Agent under this Agreement
without any further act.
and Expenses of Rights Agent.
6.3.1. Remuneration. The Company agrees to pay the
Rights Agent reasonable remuneration for its services as such Rights Agent hereunder and will reimburse the Rights Agent upon
demand for all expenditures that the Rights Agent may reasonably incur in the execution of its duties hereunder.
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Rights Agent for
the carrying out or performing of the provisions of this Agreement.
of Rights Agent.
on Company Statement. Whenever in the performance of its duties under this Agreement, the Rights Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the Chief Executive Officer or Chief Financial Officer and delivered to the Rights
Agent. The Rights Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions
of this Agreement.
The Rights Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. Subject to Section
6.6 below, the Company agrees to indemnify the Rights Agent and save it harmless against any and all liabilities, including judgments,
costs and reasonable counsel fees, for anything done or omitted by the Rights Agent in the execution of this Agreement except
as a result of the Rights Agent’s gross negligence, willful misconduct, or bad faith.
The Rights Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
execution of any Right (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Right; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Right
or as to whether any Ordinary Shares will when issued be valid and fully paid and nonassessable.
of Agency. The Rights Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
terms and conditions herein set forth.
6.6 Waiver. The Rights Agent hereby waives any right of set-off
or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account
(as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and
the Rights Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any
Claim against the Trust Account for any reason whatsoever.
7.1. Successors. All the covenants and provisions of this Agreement by
or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns.
Any notice, statement or demand authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right
to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Company with the Rights Agent), as follows:
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Right or by the Company to or
on the Rights Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Rights Agent with the Company), as follows:
Stock Transfer & Trust Company
State Street, 30th Floor
York, New York 10004
a copy to:
Grossman & Schole, LLP
Avenue of the Americas
York, NY 10105
Barry Grossman, Esq
K Street NW
Ralph V. De Martino, Esq.
House, 6th Floor
Virgin Islands, VG1110
York, NY 10017
Shelley Leonard, President
7.3. Applicable Law. The validity, interpretation, and performance of
this Agreement and of the Rights shall be governed in all respects by the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company
hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be
brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New
York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served
upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage
prepaid, addressed to it at the address set forth in Section 7.2 hereof. Such mailing shall be deemed personal service and shall
be legal and binding upon the Company in any action, proceeding or claim.
7.4. Persons Having Rights under this Agreement. Nothing in this Agreement
expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon,
or give to, any person or corporation other than the parties hereto and the registered holders of the Rights and, for the purposes
of Sections 7.4 and 7.8 hereof, the Representative, any right, remedy, or claim under or by reason of this Agreement or of any
covenant, condition, stipulation, promise, or agreement hereof. The Representative shall be deemed to be a third-party beneficiary
of this Agreement with respect to Sections 7.4 and 7.8 hereof. All covenants, conditions, stipulations, promises, and agreements
contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto (and the Representative with respect
to the Sections 7.4 and 7.8 hereof) and their successors and assigns and of the registered holders of the Rights. The provisions
of this Section 7.4 may not be modified, amended or deleted without the prior written consent of the Representative.
7.5. Examination of the Right Agreement. A copy of this Agreement shall
be available at all reasonable times at the office of the Rights Agent in the Borough of Manhattan, City and State of New York,
for inspection by the registered holder of any Right. The Rights Agent may require any such holder to submit his, her or its Right
for inspection by it.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall not affect
the interpretation thereof.
This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing any other
provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and
that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments
shall require the written consent or vote of the registered holders of a majority of the then outstanding Rights. The provisions
of this Section 7.8 may not be modified, amended or deleted without the prior written consent of the Representative.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.