Exhibit 10.4


 


JHD HOLDINGS (CAYMAN) LIMITED

14/F Golden Centre


188 Des Voeux Road Central

Hong Kong






EAST STONE ACQUISITION CORPORATION

25 Mall Road, Suite 330


Burlington, MA 01803


 


November 12, 2021


 


	
    Double Ventures Holdings Limited

19/F Hong Commercial Building

    145 Hennessy Road

    Wanchai, Hong Kong

    Attn: Sherman Xiaoma Lu 
	
    Xiaoma (Sherman) Lu

    19/F Hong Commercial Building

    145 Hennessy Road

    Wanchai, Hong Kong 

	 	 
	
    Navy Sail International Limited

    19/F Hong Commercial Building

    145 Hennessy Road

    Wanchai, Hong Kong
	
    Charlie Hao

    19/F Hong Commercial Building

    145 Hennessy Road

    Wanchai, Hong Kong

	 	 
	
    Yellow River (Cayman) Limited

    One Capital Place

    PO Box 847

    Grand Cayman KY1 - 1103

    Cayman Islands BWI

    Attn: Sherrie Chou
	
    JHD Technologies Limited

    One Capital Place

    PO Box 847

    Grand Cayman KY1 - 1103

    Cayman Islands BWI

    Attn: Ariel Gibson



 


Re: Amendment to Letter Agreement Regarding Forfeiture of Founder
Shares


 


Ladies and Gentlemen:


 


Reference is made to that
certain letter agreement, dated February 16, 2021 (the “Founder Share Letter”), by and among, JHD Holdings (Cayman)
Limited, a Cayman Islands company (“JHD”), East Stone Acquisition Corporation, a British Virgin Islands business
company (the “Purchaser”), Double Ventures Holdings Limited, a British Virgin Islands company (the “Sponsor”),
Navy Sail International Limited, a British Virgin Islands company (“Navy Sail”), Chunyi (Charlie) Hao, and Xiaoma
(Sherman) Lu , pursuant to which, among other matters, each of the Sponsor, Navy Sail and Messrs. Hao and Lu (collectively, the “Primary
Initial Shareholders”) agreed to forfeit up to 50% of their Founder Shares in the event that that Purchaser Cash at Closing
was less than the Target Purchaser Cash. Any term used but not defined in this letter agreement (this “Amendment”)
will have the meaning ascribed to such term in the Founder Share Letter or, if such term is not defined in the Founder Share Letter, in
the Business Combination Agreement defined therein.


 


The Purchaser, JHD and the
Primary Initial Shareholders desire to amend the Founder Share Letter to provide (i) that the Forfeited Shares, if any, shall be cancelled
and replaced with Pubco Ordinary Shares, which shall be used for the purposes specified herein and (ii) to add JHD Technologies Limited,
a Cayman Islands company (“Pubco”), and Yellow River (Cayman) Limited, a Cayman Islands company (the “Primary
Seller”), as a parties thereto.


 






     


     


    

 


Section 3 of the Founder Share
Letter provides that it may only be changed, amended or modified by a written instrument executed by all of the parties thereto.


 


For good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, JHD, Pubco, the Purchaser, the Primary Initial Shareholders and the Primary
Seller hereby agree as follows:


 


	1.	Amendments to Founder Share Letter. The Founder Share Letter shall be amended as follows:



 


		(a)	The third sentence of the preamble to Section 1 of the Founder Share Letter is hereby amended by deleting it in its entirety and replacing
it with the following:



 


“In order to effectuate such forfeiture, upon the Closing,
each Primary Initial Shareholder shall deliver its Founder Pro Rata Share of the Forfeited Shares to Purchaser in book entry form for
cancellation. The Forfeited Shares shall be replaced by an equivalent number of Pubco Ordinary Shares (the “Forfeiture Replacement
Shares”) with such shares being allocated and applied in accordance with Section 1(b) below. In addition, any Founder Shares
transferred to investors prior to the Closing pursuant to Section 1(b)(ii) below shall also be deemed to be Forfeiture Replacement Shares.


 


		(b)	Section 1 of the Founder Share Letter shall be amended by adding the following as a new subsection 1(b):



 


“(b) The Forfeiture Replacement Shares shall be allocated
and issued to the individuals and entities specified below in the following order and priority:


 


		(i)	First, 138,000 Forfeiture Replacement Shares to the Primary Seller in partial satisfaction of the amounts
owed to the Primary Seller for advancing the Extension payment to Purchaser;



 


		(ii)	Second, if any Forfeiture Replacement Shares remain after the allocation and issuance in clause (i) above,
up to 450,000 Forfeiture Replacement Shares (with such number of shares payable under Section 1(b)(ii) reduced by the amount of any prior
transfers of Founder Shares for the purposes set forth below in this Section 1(b)(ii)) in connection with the Transactions either (x)
to enter into written backstop agreements with the Purchaser or Pubco or (y) to provide financing for the costs and expenses of an Extension,
with any new issuance of such shares occurring concurrently with the Closing; and



 


		(iii)	Third, if any Forfeiture Replacement Shares remain after the allocations in clauses (i) and (ii) above,
(A) the first 500,000 of such Forfeiture Replacement Shares to an individual shareholder of the Sponsor who is neither a member of the
Board of Directors or the management team of the Purchaser and (B) the remaining Forfeiture Replacement Shares equally to (x) the Primary
Seller on the one hand, and (y) Messrs. Hao and Lu in equal proportion on the other hand.



 


For the avoidance of doubt, to the extent
that the investors specified in clause 1(b)(ii) above enter in non-redemption agreements with Purchaser and thereby waive their right
to redeem their shares at the Closing, the value of such shares remaining in the trust account immediately before the Closing (which such
funds will be placed in escrow pursuant to the non-redemption agreements immediately following Closing) shall not count towards the minimum
cash condition specified in Section 9.2(d) of the Business Combination Agreement.


 






    2


     


    

 


		(c)	Section 1 of the Founder Share Letter shall be amended by adding the following as a new subsection 1(c):



 


“(c) Notwithstanding anything in this Agreement to
the contrary, in the event that after the application of Section 1(a) above it is determined by the parties hereto that there are no Forfeited
Shares at the Closing, the Primary Initial Shareholders acknowledge and agree that the obligation to deliver shares of Purchaser or Pubco
to the entities specified in Section 1(b)(i) and 1(b)(ii) above, shall be satisfied by the Primary Initial Shareholders either at or prior
to the Closing by the transfer of an equivalent number of Founder Shares to such parties in the same order and priority as specified in
Section 1(b) (i) to (ii) with respect to the Forfeiture Replacement Shares.


 


		(d)	The Founder Share Letter shall be amended by adding the Primary Seller and Pubco as parties thereto.



 


	2.	Miscellaneous. 



 


		(a)	Except as expressly provided in this Amendment, all of the terms and provisions in the Founder Share Letter
are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute,
directly or by implication, an amendment or waiver of any provision of the Founder Share Letter, or any other right, remedy, power or
privilege of any party thereto, except as expressly set forth herein.



 


		(b)	Any reference to the Founder Share Letter in the Founder Share Letter or any other agreement, document,
instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Founder Share Letter, as amended by
this Amendment (or as the Founder Share Letter may be further amended or modified in accordance with the terms thereof).



 


		(c)	Each of the parties hereto acknowledges and agrees that such party has full power and authority to enter
into this Amendment and has been duly authorized to do so. The execution, delivery and performance of this Amendment will not conflict
with or breach any other agreement to which any of the parties or their respective assets are bound.



 


		(d)	The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent
with the provisions of the Founder Share Letter, including Sections 6 thereof.



 


		(e)	Neither this Amendment, nor the Founder Share Letter, may be changed, amended, modified or waived (other
than to correct a typographical error) as to any particular provision, except by a written instrument executed by (i) the Purchaser, JHD,
Pubco, each Primary Initial Shareholder and Yellow River.



 


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





 






    3


     


    

 


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


 


	 	JHD HOLDINGS (CAYMAN) LIMITED
	 	 	 
	 	By:	/s/ Jun Wang
	 	Name: 	Jun Wang
	 	Title: 	Director
	 	 	 
	 	EAST STONE ACQUISITION CORPORATION
	 	 
	 	By: 	/s/ Xiaoma (Sherman) Lu
	 	Name: 	Xiaoma (Sherman) Lu
	 	Title: 	Chief Executive Officer



 


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


 





	DOUBLE VENTURES HOLDINGS LIMITED	 
	 	 	 
	By: 	/s/ Chunyi (Charlie) Hao	 
	Name: 	Chunyi (Charlie) Hao	 
	Title: 	Director	 
	 	 	 
	NAVY SAIL INTERNATIONAL LIMITED	 
	 	 	 
	By: 	/s/ Chunyi (Charlie) Hao	 
	Name:	Chunyi (Charlie) Hao	 
	Title: 	Director	 
	 	 	 


 





	/s/ Chunyi (Charlie) Hao	 
	Chunyi (Charlie) Hao	 
	 	 
	/s/ Xiaoma (Sherman) Lu	 
	Xiaoma (Sherman) Lu	 


 


[Additional Signatures on Following Page]




 


 


[Signature Page to Amendment to Founder Share
Letter]


 






     


     


    

 


	JHD TECHNOLOGIES LIMITED	 
	 	 	 
	By: 	/s/ Jun Wang	 
	Name: 	Jun Wang	 
	Title: 	Director	 
	 	 	 
	YELLOW RIVER (CAYMAN) LIMITED	 
	 	 	 
	By: 	/s/ Alan Martin Clingman	 
	Name: 	Alan Martin Clingman	 
	Title: 	Director	 
	 	 	 



 


[Signature Page to Amendment to Founder
Share Letter]