Form of Forward Share Purchase Agreement

Exhibit 10.1

FORM OF FORWARD SHARE PURCHASE AGREEMENT

This Forward Share Purchase Agreement (this “Agreement”) is entered into as of November 12, 2021, by and among (i) East Stone Acquisition Corporation, a British Virgin Islands corporation (“East Stone”), (ii) [Investor], (each individually an “Investor” and collectively, the “Investors”). Each of East Stone and [Investor] is individually referred to herein as a “Party” and collectively as the “Parties”. Each of [Investor] is individually referred to herein as a “Principal Investor” and together, the “Principal Investors”. Each Investor (other than the Principal Investors) is individually referred to herein as a “Non-Principal Investor” and together, the “Non-Principal Investors”).

Recitals

WHEREAS, East Stone is a special purpose acquisition company, also known as a blank check company, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses;

WHEREAS, East Stone has entered into a Business Combination Agreement, dated as of February 16, 2021, as amended as of June 25, 2021, as amended and restated as of September 13, 2021 and as further amended and restated as of October 7, 2021, and as may be further amended (the “Business Combination Agreement”), by and among East Stone, JHD Holdings (Cayman) Limited, a Cayman Islands exempted company (“JHD”), JHD Technologies Limited, a Cayman Islands exempted company (the “Company”), Yellow River MergerCo Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Pubco (“Merger Sub”), Navy Sail International Limited, a British Virgin Islands business company, in the capacity as the Purchaser Representative thereunder, Yellow River (Cayman) Limited, a Cayman Islands exempted company, in the capacity as the Seller Representative thereunder and the sole holder of JHD’s outstanding capital shares (the “Primary Seller”), and each of the holders of JHD’s capital shares that become parties to the Business Combination Agreement after the date thereof (the transactions contemplated by such Business Combination Agreement, the “Business Combination”), and East Stone has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (the “Commission”) that will seek, among other things, shareholder approval of the Business Combination at a special meeting of shareholders (the “Business Combination Meeting”); and

WHEREAS, the Parties wish to enter into this Agreement, pursuant to which the Company shall purchase from the Investors, and the Investors may sell and transfer to the Company, in each case, subject to the conditions set forth herein, certain ordinary shares, no par value, of East Stone held by the Investors (the “Shares”) on the terms set forth herein.

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the Parties agree as follows:

Agreement

(a) Forward Share Purchase. Subject to the conditions set forth in Section 4, on the three (3) month anniversary of the date of the closing of the Business Combination (the “Business Combination Closing Date”), the Investors may elect to sell and transfer to the Company, and the Company shall purchase from the Investors, up to that number of Shares (including any Additional Shares) that are then held by the Investors, and have been continuously held by the Investors since the Business Combination Closing Date, but not to exceed 974,658 Shares (including any Additional Shares) in the aggregate unless otherwise agreed in writing by all Parties, at a price per Share equal to $10.41 per Share (the “Shares Purchase Price”). Each Principal Investor shall, and the Principal Investors shall cause the Non-Principal Investors to, notify the Company and the Escrow Agent in writing five (5) Business Days (as defined below) prior to the three (3) month anniversary of the Business Combination Closing Date whether or not such Investor is exercising such Investor’s right to sell any of the Shares (including any Additional Shares) held by such Investor to the Company pursuant to this Agreement (each, a “Shares Sale Notice”). Any Investor that fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence shall be deemed to have forfeited its right to sell any Shares (including any Additional Shares) to the Company pursuant to this Agreement.

(b) Shares Closing. If a Shares Sale Notice is timely delivered by any Investor to the Company and Escrow Agent, the closing of the sale of the Shares contemplated in each such timely delivered Share Sales Notice (the “Shares Closing”) shall occur no later than the three (3) month anniversary of the Business Combination Closing Date (the “Shares Closing Date”). On the Shares Closing Date, each selling Investor shall deliver, or cause to be delivered, the Shares (including any Additional Shares) subject to the applicable Shares Sale Notice free and clear of all liens and encumbrances to Escrow Agent and, in exchange therefor, the Escrow Agent shall deliver to each such selling Investor(s) an amount equal to (i) the Shares Purchase Price multiplied by (ii) the number of Shares being sold by such selling Investor (with respect to any particular selling Investor, the “Investor Shares Purchase Price”), which shall be paid by wire transfer of immediately available funds from the Escrow Account. The Escrow Agent shall, (i) without delay, release from the Escrow Account to each selling Investor on the Shares Closing Date, for such selling Investor’s use without restriction, an amount equal to such Investor’s Investor Shares Purchase Price, and (ii) promptly deliver such sold Shares to the Company.

(a) Organization and Power. Such Investor is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.

(b) Authorization. Such Principal Investor has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by such Principal Investor will constitute the valid and legally binding obligation of such Principal Investor enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies ((i) and (ii) collectively, the “Enforceability Exceptions”).

(c) Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of such Investor in connection with the consummation of the transactions contemplated by this Agreement (collectively, the “Transactions”) other than disclosure reports regarding such transactions that such Investor is required to file in accordance with the terms of the Exchange Act (as defined below).

(d) Compliance with Other Instruments. The execution, delivery and performance by such Principal Investor of this Agreement and the consummation by such Principal Investor and the other Investors of the Transactions will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound, or (v) of any provision of federal or state statute, rule or regulation applicable to it, in each case (other than clause (i)), which would have a material adverse effect on such Principal Investor or any of the other Investors or its or their ability to consummate the Transactions.

(e) Share-Holdings. As of the date of this Agreement, the Investors collectively hold [●] Shares, with each Investor’s holdings of Shares set forth on Appendix A hereto.

(f)   Disclosure of Information. Such Principal Investor has had an opportunity to discuss East Stone’s and the Company’s business, management and financial affairs, and the terms and conditions of this Agreement, as well as the terms of the Business Combination, with East Stone’s management.

(g) No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or written agreement delivered pursuant hereto, neither any Principal Investor or any person acting on behalf of such Principal Investor nor any of such Principal Investor’s affiliates (collectively, the “Principal Investor Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to such Principal Investor or the other Investors, and the Principal Investor Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by East Stone in Section 3 of this Agreement, in any certificate or written agreement delivered pursuant hereto and in any public filings, the Principal Investor Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the East Stone Parties (as defined below).

(a) Organization and Corporate Power. East Stone is a corporation duly incorporated, validly existing and in good standing as a corporation under the laws of the British Virgin Islands and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. East Stone has no subsidiaries other than the merger subsidiary referenced in the recitals hereto that was formed for the purpose of effecting the Business Combination.

(b) Authorization. All corporate action required to be taken by East Stone’s Board of Directors in order to authorize East Stone to enter into this Agreement has been taken. This Agreement, when executed and delivered by East Stone, shall constitute the valid and legally binding obligation of East Stone, enforceable against East Stone in accordance with its term, subject to the effect of the Enforceability Exceptions.

(c) Disclosure. East Stone has not disclosed to either Principal Investor material non-public information with respect to East Stone or the Business Combination, other the terms of and transactions contemplated by this Agreement, which shall be publicly disclosed by East Stone either by the issuance of a press release or the filing with the Commission a Current Report on Form 8-K, in each case, by 9:00 a.m., Eastern Time on the first Business Day immediately following the date that the Parties enter into this Agreement. Such public disclosure shall disclose the name of the Principal Investors as having entered into the Agreement.

(d) Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of East Stone in connection with the consummation of the Transactions, other than disclosure reports regarding such transactions East Stone is required to file in accordance with the terms of the Exchange Act.

(e) Compliance with Other Instruments. The execution, delivery and performance by East Stone of this Agreement and the consummation by East Stone of the Transactions will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound, or (v) of any provision of federal or state statute, rule or regulation applicable to it, in each case (other than clause (i)), which would have a material adverse effect on East Stone or its ability to consummate the Transactions.

(f)   Adequacy of Financing. The Company will have available to it sufficient funds to satisfy its obligations under this Agreement.

(g) SEC Filings. To the knowledge of East Stone, none of East Stone’s reports and other filings with the Commission, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(h) No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or written agreement delivered pursuant hereto or in any public filings, neither East Stone or any person on behalf of East Stone nor any of East Stone’s affiliates (collectively, the “East Stone Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to East Stone, the Company, the Transactions or the Business Combination, and the East Stone Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Principal Investors in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the East Stone Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Principal Investor Parties.

(a) Net Long Position. During the term of this Agreement, each Investor agrees to maintain a net long position of the Company’s securities. If, on the day that is three trading days prior to the Company’s special meeting of shareholders to approve, among other things, an extension of the date by which East Stone has to consummate a business combination from November 24, 2021 to February 24, 2022 (the “Extension Meeting”), the Investors own fewer than 974,658 Public Shares, the Investors shall purchase Public Shares at trust value, in the first instance in the form of Public Shares tendered for redemption from the Escrow Agent (as defined herein) (the “Extension Redeemed Shares”), and if such Extension Redeemed Shares are not sufficient to allow the Investors to own at least 974,658 Public Shares, then the Investor shall thereafter purchase Public Shares, at trust value, in the open market, up to a number of Public Shares such that the Investors hold 974,658 shares as of the time of the Extension Meeting. If, on the day that is three trading days prior to the Business Combination Meeting, the Investors hold fewer than 974,658 Public Shares, the Investors shall purchase Public Shares at trust value, in the first instance in the form of Public Shares tendered for redemption from the Escrow Agent (as defined herein) (the “Business Combination Redeemed Shares”), and if such Business Combination Redeemed Shares are not sufficient to allow the Investors to own at least 974,658 Public Shares, then the Investor shall thereafter purchase Public Shares, at trust value, in the open market, up to a number of Public Shares such that the Investors hold 974,658 Public Shares as of the time of the Business Combination Meeting.

(b) No Redemptions; No Tenders. Each Principal Investor further agrees not to, and Meteora will cause the Non-Principal Investors not to, (i) request redemption of any of the Shares (including any Additional Shares) in conjunction with East Stone’s shareholders’ approval of the Business Combination, or (ii) tender the Shares (including any Additional Shares) to East Stone in response to any redemption or tender offer that East Stone may commence for its ordinary shares; provided that (x) all of the Additional Investors shall be bound by a substantially similar restriction as set forth in this Section 4(b) in the Additional Investor Agreements (as defined below).

(c) Option to Purchase Additional Shares and Certain Derivatives. East Stone hereby acknowledges that nothing in this Agreement shall prohibit the Investors from purchasing from third parties prior to the Business Combination Closing Date additional ordinary shares of East Stone, including shares that have previously been tendered by third parties for redemption at their original redemption value in conjunction with East Stone’s stockholders’ approval of the Business Combination, to the extent such third parties unwind such tenders for redemption (the “Additional Shares”), or any warrants, convertible notes or options (including puts or calls) of East Stone; provided, the aggregate number of Shares and Additional Shares owned by the Investors and subject to Sections 1, 4(b) and 4(c) shall not exceed 974,658 ordinary shares of East Stone, unless otherwise agreed in writing by all Parties. For the avoidance of doubt, all Additional Shares shall be deemed Shares for all purposes hereunder and shall be purchased by the Company in accordance with Section 1.

(d) Open Market Sale. Notwithstanding anything to the contrary herein, the Parties agree that the Investors shall, commencing on the Business Combination Closing Date, have the right, but not the obligation, to sell any or all of the Shares (including any Additional Shares) in the open market if the sale price exceeds $10.26 per Share prior to payment of any commissions due by the Investors for such sale. The Investor shall give written notice to the Company and the Escrow Agent of any sale of the Shares (including any Additional Shares) pursuant to this Section 4(d) within three (3) Business Days following the date of such sale (the “Open Market Sale Notice”), and the Open Market Sale Notice shall include the date of the sale, the number of Shares sold, and confirmation that the sale price per Share was greater than $10.26 per Share prior to the payment of any commissions due by the Investor for the sale. If the Investors sell any Shares (including any Additional Shares) in the open market after the Business Combination Closing Date and prior to the one (1) month anniversary of the Business Combination Closing Date at a sales price per Share that is greater than $10.26 (such sale, the “Early Sale” and such shares, the “Early Sale Shares”), then, within five (5) Business Days of the Company’s and the Escrow Agent’s receipt of such Open Market Sale Notice, the Escrow Agent shall release from the Escrow Account (x) to each selling Investor an amount equal to $0.05 per Early Sale Share sold by such Investor (the “Early Sale Premium”) and (y) to the Company an amount equal to $10.36 per Early Sale Share sold in such Early Sale.

(e) Escrow.

(i) Simultaneously with the closing of the Business Combination, East Stone shall deposit, for good and valuable consideration, the receipt, sufficiency and adequacy of which East Stone hereby acknowledges, into an escrow account (the “Escrow Account”) with Continental Stock Transfer & Trust Company (the “Escrow Agent”), subject to the terms of a written escrow agreement (the “Escrow Agreement”) substantially in the form attached as Exhibit A hereto and to be entered into on or prior to the Business Combination Closing Date, an amount equal to the lesser of (x) $10,146,189.78 and (y) $10.41 multiplied by the number of Shares and Additional Shares held by the Investors as of the closing of the Business Combination, including after application of any ratable reduction as provided for in Section 4(b) (the “Escrowed Funds”). The Escrow Agreement shall irrevocably cause the Escrow Agent to release from the Escrow Account the aggregate Shares Purchase Price in accordance with Section 1. The payments to be made by the Escrow Agent to the Investors in accordance with Section 1 or to the Investors and the Company in accordance with Section 4(d), if applicable, will be made solely with the Escrowed Funds.

(ii) Upon receipt by the Escrow Agent and Company of written notice that any Investor has sold Shares above $10.26 (including any Additional Shares) as provided in Section 4(d), the Escrow Agent may release to the Company for the Company’s use without restriction an aggregate amount equal to the number of Shares (including any Additional Shares) sold multiplied by $10.41; provided that if an Investor sold any Early Sale Shares, within five (5) Business Days of the Company’s and the Escrow Agent’s receipt of the applicable Open Market Sale Notice, the Escrow Agent shall release from the Escrow Account (a) for the selling Investor’s use without restriction an amount equal to the Early Sale Premium with respect to the Early Sale Shares sold by such Investor, and (b) for the Company’s use without restriction an amount equal to the number of Early Sale Shares sold in the Early Sale multiplied by $10.36.

(iii) In the event that any Investor elects not to sell to the Company any Shares (including any Additional Shares) held by such Investor by either (A) a Principal Investor delivering a written notice to the Company on behalf of itself (or Meteora delivering a written notice to the Company on behalf of the Non-Principal Investors) stating such Investor’s intention not to sell any Shares (or any Additional Shares) to the Company, or (B) such Investor failing to timely deliver a Shares Sale Notice to the Company pursuant to Section 1(a) for all of its Shares, the Company may promptly issue instructions to the Escrow Agent to release from the Escrow Account to the Company for the Company’s use without restriction an amount equal to (x) $10.41 multiplied by (y) the number of Shares held by such Investor.

(f)   Notification. The Company shall promptly notify the Principal Investors of the occurrence of any event that would make any of the representations and warranties of East Stone set forth in Section 3 untrue or incorrect at any time between the date of this Agreement and the Shares Closing Date, except where the failure of a representation and warranty to be true and correct would not have a material adverse effect on East Stone’s or the Company’s ability to consummate the Transactions.

(g) Most Favored Nation. Concurrently with, or shortly after, the execution of this Agreement, East Stone may enter into separate agreements with other investors (the “Additional Investors”) for the purchase and sale of East Stone ordinary shares imposing restrictions on dispositions of East Stone ordinary shares by the Additional Investors similar to those herein ((i) and (ii) collectively, the “Additional Investor Agreements”). East Stone agrees not to provide the Additional Investors material terms in the Additional Investor Agreements that are more favorable to such Additional Investors than the terms provided to the Investors in this Agreement. In the event that East Stone provides the Additional Investors with material terms in the Additional Investor Agreements that are more favorable than the terms provided to the Investors in this Agreement, East Stone shall promptly inform the Principal Investors of such more favorable terms, and the Principal Investors shall have the mutual right to elect to have such more favorable terms included herein, in which case the Parties shall promptly amend this Agreement to effect the same. For the avoidance of doubt, if East Stone transfers or sells Founder Shares to another investor and that investor also executes a non redemption agreement or forward share purchase agreement substantially similar to this Agreement, the Investor shall be notified of such agreement and have the right to amend the terms of this Agreement to match the more favorable terms and/or the Investor shall have the right elect to have such terms included herein.

(h) Security Agreement in Escrow Account. To secure the obligations of East Stone and the Company under this Agreement, East Stone and the Company each grant to the Principal Investors a security interest in, and lien on, all right, title, and interest of East Stone and the Company in and to the Escrow Account in respect of all funds required to satisfy East Stone’s and the Company’s obligations hereunder, the Escrow Agreement, all rights related thereto, and all proceeds, products, and profits of the foregoing. In the event of a default by East Stone or the Company under this Agreement or the Escrow Agreement, then, in addition to any other rights the Principal Investors may have under this Agreement, the Escrow Agreement, and applicable law, the Principal Investors shall also have the rights and remedies of a secured party under the Uniform Commercial Code as enacted in the State of New York. East Stone and the Company shall use commercially reasonable efforts to prepare and file such UCC financing statements or other documents as reasonably directed by the Principal Investors with respect to their security interests.

(i) Indemnification. East Stone (referred to as the “Indemnitor”) agrees to indemnify the Investors and their respective officers, directors, employees, agents and shareholders (collectively referred to as the “Indemnitees”) against, and hold them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable and documented out-of-pocket outside counsel fees, which the Indemnitees may suffer or incur by reason of any action, claim or proceeding, in each case, brought by a third party creditor of East Stone, the Company or any of their respective subsidiaries asserting that the Investors are not entitled to receive the aggregate Share Purchase Price or such portion thereof as they are entitled to receive pursuant to Section 1(a) and Section 4(d) of this Agreement, in each case unless such action, claim or proceeding is the result of the fraud, bad faith, willful misconduct or gross negligence of any Indemnitee.

In the event of termination in accordance with Section 6(a), 6(b), 6(c), 6(d), or 6(e), this Agreement shall forthwith become null and void and have no effect, without any liability on the part of [Investor], East Stone, or the Company and their respective directors, officers, employees, partners, managers, members, or stockholders and, except as otherwise provided in this Agreement, all rights and obligations of each Party shall immediately cease; provided, however, that nothing contained in this Section 6 shall relieve any Party from liabilities or damages arising out of any actual fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement prior to termination of this Agreement.

(a) Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (i) personal delivery to the Party to be notified, (ii) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, (iii) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All notices and other communications sent to a Party shall be sent to the e-mail address or address as set forth on the signature page of such Party hereto, or to such e-mail address or address as subsequently modified by written notice given by such Party in accordance with this Section 7(a).

(b) No Finder’s Fees. Each Party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with the Transactions. Each Principal Investor agrees to indemnify and to hold harmless East Stone from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the Transactions (and the costs and expenses of defending against such liability or asserted liability) for which the Investors, or any of their respective officers, employees or representatives is responsible or arising out of any agreement entered into by any such person or entity. East Stone agrees to indemnify and hold harmless the Principal Investors from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the Transactions (and the costs and expenses of defending against such liability or asserted liability) for which East Stone or any of its officers, employees or representatives is responsible or arising out of any agreement entered into by any such person or entity.

(c) Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the Shares Closing.

(d) Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitute the entire agreement and understanding of the Parties in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof or to the Transactions.

(e) Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the Parties and their respective successors. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(f) Assignments. Except as otherwise specifically provided herein, no Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the each of the other Parties.

(g) Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. Signatures sent by facsimile transmission or in PDF format shall be deemed to be originals for all purposes of this Agreement.

(h) Headings. The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

(i) Governing Law; Jurisdiction. This Agreement, the entire relationship of the Parties, and any litigation among the Parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of Delaware, without giving effect to its choice of laws or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any dispute arising from or relating to the relative rights of the parties hereto and all other questions concerning the construction, validity and interpretation of this Agreement, shall be brought exclusively in the Court of Chancery of the State of Delaware (the “Court of Chancery”) or, to the extent the Court of Chancery does not have subject matter jurisdiction, the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts (the “Delaware Federal Court”) or, to the extent neither the Court of Chancery nor the Delaware Federal Court has subject matter jurisdiction, the Superior Court of the State of Delaware (the “Chosen Courts”), and, solely with respect to any such action (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action in the Chosen Courts, and (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto.

(j) MUTUAL WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(k) Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of all Parties.

(l) Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any Party or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the Parties agree that the governmental authority, arbitrator, or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.

(m) Expenses. At the Business Combination Closing Date, East Stone shall pay the reasonable and documented out-of-pocket fees and expenses of legal counsel to the Principal Investors, in an amount not to exceed, in the aggregate $10,000. East Stone and the Company are responsible for all fees associated with the Escrow Account.

(n) Exclusivity. East Stone represents that it has not entered into any similar agreements with any other parties prior to the execution of this Agreement. East Stone may enter into a similar non-redemption or forward purchase agreement with two other parties, for a maximum aggregate 1,949,316 shares, subject to the terms of Section 4(g).

(o) Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party because of the authorship of any provision of this Agreement. For purposes of this Agreement, “Business Day” means any day other than Saturday, Sunday, or a day on which commercial banks in New York are obligated by any applicable law to close. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The Parties intend that each representation, warranty, and covenant contained herein will have independent significance. If a Party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached will not detract from or mitigate the fact that such party is in breach of the first representation, warranty, or covenant.

(p) Waiver. No waiver by a Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.

(q) Specific Performance. Each Party agrees that irreparable damage may occur in the event any provision of this Agreement was not performed by any other Party in accordance with the terms hereof and that the other Parties shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy at law or equity.

(r)   Rule 10b5-1.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.

[Investor]

Address for Notices:

25 Mall Road, Suite 330, Burlington, MA 01803

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[Signature Page to East Stone Forward Purchase Agreement]

Appendix A

[Signature Page to East Stone Forward Purchase Agreement] 

Exhibit A

Escrow Agreement

(attached hereto)