FORM OF SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • April 21st, 2022 • East Stone Acquisition Corp • Services-computer programming, data processing, etc. • Delaware
This Shareholder Support Agreement (this “Agreement”) is made and entered into as of April 15, 2022, by and among East Stone Acquisition Corporation., a British Virgin Islands business company (“Purchaser”), ICONIQ Holding Limited, an exempted company incorporated with limited liability in the Cayman Island (the “Company”) and the individuals whose names appear on the signature pages hereto who are or hereafter may become shareholders of the Company (each such shareholder, a “Requisite Shareholder” and, collectively, the “Requisite Shareholders”). The Purchaser, Company and the Requisite Shareholders are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT by and among EAST STONE ACQUISITION CORPORATION, as Purchaser, NAVY SAIL INTERNATIONAL LIMITED, in the capacity as the Purchaser Representative, NWTN INC., as Pubco, MUSE MERGER SUB I LIMITED, as First Merger Sub, MUSE...Business Combination Agreement • April 21st, 2022 • East Stone Acquisition Corp • Services-computer programming, data processing, etc. • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of April 15, 2022 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, in the capacity as, from and after the Closing, the representative for the Purchaser and the shareholders of Purchaser immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (the “Purchaser Representative” or “Navy Sail”), (iii) NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands, (“Pubco”), (iv) Muse Merger Sub I Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First Merger Sub”); (v) Muse Merger Sub II Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Pubco (“Second Merger Sub”), and (vi) ICONIQ Holding Limi
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • April 21st, 2022 • East Stone Acquisition Corp • Services-computer programming, data processing, etc. • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [_____] by and among East Stone Acquisition Corporation, a British Virgin Islands business company (“SPAC”), NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (“PubCo”), and the undersigned investor (“Subscriber”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
FORM OF LOCK-UP AGREEMENTForm of Lock-Up Agreement • April 21st, 2022 • East Stone Acquisition Corp • Services-computer programming, data processing, etc. • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of April 15, 2022, by and among (i) NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (“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”), (iii) ICONIQ Holding Limited, an exempted company incorporated with limited liability in the Cayman Island (the “Company”), (iv) East Stone Acquisition Corporation, a British Virgin Islands business company (“Purchaser”), and (v) 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.
