BUSINESS COMBINATION AGREEMENT by and among EAST STONE ACQUISITION CORPORATION, as Purchaser, Navy Sail International Limited, as Purchaser Representative, JHD TECHNOLOGIES LIMITED, as Pubco, YELLOW RIVER MERGERCO LIMITED, as Merger Sub, JHD HOLDINGS...Business Combination Agreement • February 18th, 2021 • East Stone Acquisition Corp • Services-computer programming, data processing, etc. • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of February 16, 2021 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, as Purchaser Representative, (iii) JHD Technologies Limited, a Cayman Islands company (“Pubco”), (iii) Yellow River MergerCo Limited, a British Virgin Islands company and a wholly-owned subsidiary of Pubco (“Merger Sub”), (iv) JHD Holdings (Cayman) Limited, a Cayman Islands company (the “Company”), and (v) Yellow River (Cayman) Limited, a Cayman Islands company (the “Primary Seller”), and each of the holders of the Company’s capital shares that become parties to this Agreement after the date hereof by executing and delivering to the Purchaser, Pubco and the Company a Joinder Agreement (each individually, a “Seller”, and collectively with the Primary Seller, the “Sellers”), and (vi) solely for purpose
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.
