form of SELLER REGISTRATION RIGHTS AGREEMENTSeller Registration Rights Agreement • November 21st, 2022 • NWTN, Inc. • Motor vehicles & passenger car bodies • New York
THIS SELLER REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 11, 2022 by and among (i) NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (including any successor entity thereto, “Pubco”), and (ii) the undersigned parties listed as “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2022 • NWTN, Inc. • Motor vehicles & passenger car bodies
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of November 11, 2022, and shall be effective as of the Closing (defined below), by and among (i) East Stone Acquisition Corporation, a British Virgin Islands business company (the “Company”), (ii) NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), and (iii) the individuals and entities listed under Investors on the signature page hereto, (collectively, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (as defined below) (and if such term is not defined in the Registration Rights Agreement, then the Business Combination Agreement (as defined below)).
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • November 21st, 2022 • NWTN, Inc. • Motor vehicles & passenger car bodies • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of November 11, 2022, by the undersigned security holder of the Company (as defined below) (the “Subject Party”) in favor of and for the benefit of NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), East Stone Acquisition Corporation, a British Virgin Islands company (together with its successors, including the Surviving Corporation (as defined in the Business Combination Agreement) “Purchaser”), Iconiq Holdings Limited, a Cayman Islands limited liability company (the “Company”), and each of Pubco’s, Purchaser’s and/or the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries (including the Company) (collectively with Pubco, Purchaser and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Business Combi
AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • November 21st, 2022 • NWTN, Inc. • Motor vehicles & passenger car bodies
THIS AMENDMENT TO WARRANT AGREEMENT (this “Amendment”) is made and entered into as of November 11, 2022, by and among (i) East Stone Acquisition Corporation, a British Virgin Islands company (the “Company”), (ii) NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), and (iii) Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Warrant Agreement (as defined below) (and if such term is not defined in the Warrant Agreement, then the Business Combination Agreement (as defined below)).
