Exhibit 10.1


 


I-Bankers Securities, Inc.


535 5th Ave


Suite 423


New York, New York 10017


Attn.: Mike McCrory, Chief Executive Officer


 


November 6, 2022


 


Ladies and Gentlemen:


 


Reference is made to the letter
agreement, dated February 19, 2020, by and among, East Stone Acquisition Corporation, a British Virgin Islands business company (the “Company”),
Double Ventures Holdings Limited, a British Virgin Islands company (“Double Ventures”), Navy Sail International
Limited, a British Virgin Islands company (“Navy Sail”), Hua Mao, Cheng Zhao, and the directors, officers of
the Company named therein (collectively, the “Lock-up Parties”), as amended by that certain Amendment of Insider
Letter, dated April 15, 2022 (as amended, the “Letter Agreement”). Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Letter Agreement.


 


Reference is also made to
the underwriting agreement, dated February 19, 2020 (the “Underwriting Agreement”), by and between the Company
and I-Bankers Securities Inc., as Representative (the “Representative”) of the several Underwriters named in
Schedule A thereto, relating to an underwritten initial public offering of the Company’s units.


 


Reference is further made
to that certain Business Combination Agreement, dated April 15, 2022, (i) the Company, (ii) Navy Sail International Limited, a British
Virgin Islands company, in the capacity as the Purchaser Representative thereunder, (iii) NWTN Inc. (“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, (v) Muse Merger Sub II Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Pubco, and (vi) ICONIQ
Holding Limited, an exempted company incorporated with limited liability in the Cayman Islands, entered into that certain Business Combination
Agreement (as amended from time to time in accordance with the terms thereof, the “Business Combination Agreement”,
and the transactions contemplated thereby, the “Business Combination”).


 


As you are aware, pursuant
to Section 3(a) of the Letter Agreement, the Initial Shareholders agreed not to Transfer any Insider Shares: (x) with respect to 50% of
its Insider Shares, until the earlier of (i) six (6) months after the date of the consummation of the Business Combination or (ii) the
date on which the closing price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends,
reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Business Combination;
and (y) with respect to the remaining 50% of their Insider Shares, six (6) months after the date of the consummation of the Business Combination,
or earlier, in either case, if, subsequent to the Business Combination, the Company consummates a subsequent liquidation, merger, stock
exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares
for cash, securities or other property. Additionally, pursuant to Section 3(b) of the Letter Agreement, the Anchor Investors agreed not
to effectuate any Transfer of securities issued or issuable upon the exercise of the Private Units or their underlying securities until
30 days after the completion of the Business Combination.


 






     


     


    

 


In connection with and in
furtherance of the Business Combination, the Lock-up Parties hereby request that each of the undersigned partially waive compliance by
the applicable Lock-up Parties with Sections 3(a) and 3(b) of the Letter Agreement, as applicable, for the following events contemplated
to occur contemporaneously with the Business Combination:




 


		●	Each of the Anchor Investors shall be released from their
obligations pursuant to Section 3(b) of the Letter Agreement with respect to their Private Units.



 


		●	Double Ventures shall transfer 200,000 of its Insider Shares to Xin Zhang as repayment for a private loan
by Xin Zhang to Mr. Hao to fund a portion of Mr. Hao’s loan to the Company pursuant to that certain promissory note dated February
23, 2021.



 


By signing the counterpart
to this letter, each of the undersigned, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
hereby waives in part the compliance by the Lock-up Parties with Sections 3(a) and 3(b) of the Letter Agreement as described above. Except
as specifically waived herein, the parties to the Letter Agreement retain all rights, and each Lock-up Party retains all obligations,
as set forth in the Letter Agreement, and the Representative retains all rights as set forth in the Underwriting Agreement.


 


[Signature page follows]


 



     


     


    




 


If you are in agreement with the foregoing, kindly indicate
such agreement by signing the counterpart to this letter and returning the signed copy thereof to the Company at the address first written
above or by e-mail at hao@estonecapital.com.


 


	 	Sincerely,
	 	 
	 	Double Ventures Holdings Limited
	 	 
	 	/s/ Chunyi (Charlie) Hao
	 	Name: Chunyi (Charlie) Hao
	 	Title:
	 	 
	 	Navy Sail International Limited
	 	 
	 	/s/ Chunyi (Charlie) Hao
	 	Name: Chunyi (Charlie) Hao
	 	Title: Director
	 	 
	 	/s/ Hua Mao
	 	Hua Mao
	 	 
	 	/s/ Cheng Zhao
	 	Cheng Zhao



 


ACKNOWLEDGED AND AGREED TO THIS 6th DAY OF NOVEMBER 2022:


 





	I-Bankers Securities Inc.	 
	 	 
	/s/ Matthew J. McCloskey	 
	Name: Matthew J. McCloskey	 
	Title: Head of Equity Capital Markets	 
	 	 
	East Stone Acquisition Corporation	 
	 	 
	/s/ Sherman Xiaoma Lu	 
	Name: Sherman Xiaoma Lu	 
	Title: Chief Executive Officer	 


 


 


[Signature Page to
Insider Waiver Letter]