Insider Letter Amendment

Exhibit 10.3

EAST STONE ACQUISITION CORPORATION
25 Mall Road, Suite 330

Burlington, MA 01803

April 15, 2022

Re: Amendment of Insider Letter

Ladies and Gentlemen:

Reference is made to that certain letter agreement, dated February 19, 2020 (as amended, the “Insider Letter”), by and among, East Stone Acquisition Corporation, a British Virgin Islands business company (“East Stone” or the “Company”), Double Ventures Holdings Limited, a British Virgin Islands company (the “Sponsor”), Navy Sail International Limited, a British Virgin Islands company (“Navy Sail”), and the directors, officers or other initial shareholders of the Company named therein (the “Insiders”), pursuant to which, among other matters, each of the Sponsor, Navy Sail and the other Insiders agreed to the restrictions on transfer of their Insider Shares as set forth in Section 3(a) thereof. Any term used but not defined in this letter agreement (this “Amendment”) will have the meaning ascribed to such term in the Insider Letter or, if such term is not defined in the Insider Letter, in the Business Combination Agreement (defined below).

On the date hereof, the Company entered into that certain Business Combination Agreement, (as it may be amended, the “Business Combination Agreement”), by and among East Stone, NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), Navy Sail, 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”), Muse Merger Sub II Limited, a British Virgin Islands company and a wholly-owned subsidiary of Pubco (“Second Merger Sub”), and ICONIQ Holding Limited, a Cayman Island limited company (“Iconiq”), pursuant to which, among other matters, (a) the First Merger Sub will merge with and into Iconiq, with Iconiq continuing as the surviving corporation (the “First Merger”), and as a result of which, (i) Iconiq will become a wholly-owned subsidiary of Pubco, and (ii) each issued and outstanding security of Iconiq immediately prior to the effective time of the First Merger will no longer be outstanding and will automatically be cancelled, in exchange for the right of the holder thereof to receive certain securities of Pubco, and (b) the Second Merger Sub will merge with and into East Stone, with East Stone continuing as the surviving entity (the “Second Merger”, and together with the First Merger, the “Mergers”), and as a result of which, (i) East Stone will become a wholly-owned subsidiary of Pubco, and (ii) each issued and outstanding security of East Stone immediately prior to the effective time of the Second Merger will no longer be outstanding and will automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the provisions of applicable law (the Mergers together with other transactions contemplated by the Business Combination Agreement, the “Transactions”).

In order to induce Iconiq, Pubco, First Merger Sub and Second Merger Sub to enter into the Business Combination Agreement, each of the Sponsor, Navy Sail, Xiaoma (Sherman) Lu, and Chunyi (Charlie) Hao (collectively, the “Primary Initial Shareholders”, and each individually, a “Primary Initial Shareholder”) and East Stone, have agreed to amend certain provisions of the Insider Letter, as such provisions are applicable to the Primary Initial Shareholders.

The Insider Letter may only be changed, amended or modified by a written instrument executed by East Stone and each officer or director that is the subject of any such change, amendment modification or waiver.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, East Stone and each Primary Initial Shareholder hereby agrees as follows:

1.(a) If the Company solicits approval of its shareholders of a Business Combination (as defined below), the undersigned will vote all Ordinary Shares beneficially owned by him, her or it, whether acquired before, in or after the IPO, or whether such Ordinary Shares are underlying the Private Units, in favor of such Business Combination.

(b)       Without limiting the generality of Section 1.(a) above, each Primary Initial Shareholder hereby further unconditionally and irrevocably agrees that at any meeting of the shareholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the shareholders of the Company requested by the Organizational Documents of the Company or otherwise undertaken as contemplated by the Transactions (which written consent shall be delivered promptly, and in any event not later than two (2) Business Days, after the Company, as applicable, requests such delivery), such Primary Initial Shareholder shall: if a meeting is held, attend and appear at the meeting, in person or by proxy, or otherwise cause its Insider Shares to be counted as present thereat for purposes of establishing a quorum, and such Primary Initial Shareholder shall vote all of its Insider Shares to which Primary Initial Shareholder has sole or shared voting power and is entitled to vote; and/or if a written consent or approval is requested, duly and promptly execute and provide such written consent or approval (or cause to be voted or so consented or approved), in person or by proxy, in respect of all of its Insider Shares: (i) to approve in favor of the Shareholder Approval Matters, or if there are insufficient votes in favor of granting the approval of the Shareholder Approval Matters, in favor of the adjournment or postponement of such meeting of the shareholders of the Company to a later date, (ii) in opposition to other than as contemplated by the Business Combination Agreement, any material change in (x) the present capitalization of the Company or any amendment of the Company’s Organizational Documents or (y) the Company’s corporate structure or business and (iii) in any other circumstances upon which a vote, consent or other approval with respect to the Shareholder Approval Matters is sought, to vote, consent or approve (or cause to be voted, consented or approved) all of such Primary Initial Shareholder’s Insider Shares held at such time in favor of the foregoing; provided, however, that such Primary Initial Shareholder shall not be required to vote or provide consent or take any other action, in each case to the extent any such vote, consent or other action would preclude SEC registration of Pubco Shares being issued to holders of Purchaser Securities (defined in the Business Combination Agreement) as contemplated by the Business Combination Agreement.

Notwithstanding anything in this Insider Letter to the contrary, each Primary Initial Shareholder hereby agrees that commencing from and after the Closing, in lieu of the restrictions on transfer in Section 3 of the Insider Letter, which provisions shall not apply to the Primary Initial Shareholders after the Closing, the Insider Shares owned by such Primary Initial shall instead be bound by the terms and conditions of that certain Lock-up Agreement dated April 15, 2022, by and among NWTN Inc., Iconiq Holding Limited, the Company, Navy Sail (as the representative of the Company) and such Primary Initial Shareholders.

“Primary Initial Shareholders” shall mean the Sponsor, Navy Sail International Limited, Xiaoma (Sherman) Lu, and Chunyi (Charlie) Hao, collectively.

{Remainder of Page Intentionally Left Blank; Signature page follows}

Please indicate your agreement to the foregoing by signing in the space provided below.

Accepted and agreed, effective as of the date first set forth above:

[Additional Signatures on the Following Page]

[Signature Page to Amendment to Insider Letter]

[Signature Page to Amendment to Insider Letter]