Exhibit 10.4


 


Execution Version


 


FORM OF NON-COMPETITION AND
NON-SOLICITATION AGREEMENT


 


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 Combination Agreement.


 


WHEREAS, on April 15, 2022,
(i) the Purchaser, (ii) Navy Sail International Limited, a British Virgin Islands company, in the capacity as the Purchaser Representative
thereunder (the “Purchaser Representative”), (iii) 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 Limited, an exempted company incorporated with limited liability in the Cayman Islands
(“Iconiq”), entered into that certain Business Combination Agreement (as amended from time to time in accordance
with the terms thereof, the “Business Combination Agreement”), pursuant to which, subject to the terms and conditions
thereof, among other matters, (a) First Merger Sub will merge with and into Iconiq, with Iconiq continuing as the surviving entity and
a wholly-owned subsidiary of Pubco (the “First Merger”), and (i) each Class A ordinary share of Iconiq issued
and outstanding immediately prior to the effective time of the First Merger will automatically be cancelled, in exchange for the right
of the holder thereof to receive Pubco Class A Ordinary Shares, along with a contingent right to receive additional Pubco Class A Ordinary
Shares upon the occurrence of certain events set forth in the Business Combination Agreement (the “Earnout Shares”),
and (ii) each Class B ordinary share of Iconiq issued and outstanding immediately prior to the effective time of the First Merger will
automatically be cancelled, in exchange for the right of the holder thereof to receive Pubco Class B Ordinary Shares (such Pubco Class
A Ordinary Shares, Pubco Class B Ordinary Shares and the Earnout Shares, collectively, the “Company Share Consideration”),
and (b) one business day following, and as part of the same overall transaction as the First Merger, Second Merger Sub will merge with
and into the Purchaser (the “Second Merger”), with the Purchaser surviving the Second Merger as a wholly-owned
subsidiary of Pubco and with the holders of Purchaser’s securities receiving substantially equivalent securities 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;


 


WHEREAS, the Company (and
after the First Merger, Pubco), directly and indirectly through its Subsidiaries, [engages in the business of developing smart electric
vehicles that aim to integrate avant-garde design, life-style personalization, IoT connectivity, and autonomous driving technology into
“a passenger-centric green premium vehicles] (the “Business”);


 


WHEREAS, in connection with,
and as a condition to the execution and delivery of the Business Combination Agreement and the consummation of the First Merger, the Second
Merger and the other transactions contemplated thereby (collectively, the “Transactions”), and to enable Pubco
and Purchaser to secure more fully the benefits of the Transactions, including the protection and maintenance of the goodwill and confidential
information of the Company, Pubco and their respective Subsidiaries, each of Pubco and Purchaser has required that the Subject Party enter
into this Agreement;


 






     


     


    

 


WHEREAS, the Subject Party
is entering into this Agreement in order to induce Pubco, Purchaser and the Company to enter into the Business Combination Agreement and
consummate the Transactions, pursuant to which the Subject Party will directly or indirectly receive a material benefit; and


 


WHEREAS, [the Subject Party,
as a former and/or current shareholder, director, officer and/or employee of the Company or its Subsidiaries (and after the First Merger,
Pubco),] has contributed to the value of the Company and its Subsidiaries and has obtained extensive and valuable knowledge and confidential
information concerning the business of the Company and its Subsidiaries (and after the First Merger, Pubco).


 


NOW, THEREFORE, in order to
induce Pubco, Purchaser and the Company to enter into the Business Combination Agreement and consummate the Transactions, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Subject Party hereby agrees as follows:


 


1.   Restriction
on Competition.


 


(a)   Restriction.
The Subject Party hereby agrees that during the period from the Closing until the three (3) year anniversary of the Closing Date (such
period, the “Restricted Period”), the Subject Party will not, and will cause its Affiliates not to, without
the prior written consent of Pubco (which may be withheld in its sole discretion), anywhere in the People’s Republic of China or
in any other markets in which the Covered Parties are engaged, or are actively contemplating to become engaged, in the Business as of
the Closing Date or during the Restricted Period (the “Territory”), directly or indirectly engage in the Business
(other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control
of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, advisor or representative of, a
business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding
the foregoing, the Subject Party and its Affiliates may own passive investments of no more than two percent (2%) of any class of outstanding
equity interests in a Competitor that is publicly traded, so long as the Subject Party and its Affiliates and immediate family members
are not directly or indirectly involved in the management or control of such Competitor (“Permitted Ownership”).


 


(b)   Acknowledgment.
The Subject Party acknowledges and agrees, based upon the advice of legal counsel and/or the Subject Party’s own education, experience
and training, that (i) the Subject Party possesses knowledge of confidential information of the Covered Parties and the Business, (ii)
the Subject Party’s execution of this Agreement is a material inducement to Purchaser and Pubco to enter into the Business Combination
Agreement and consummate the Transactions and to realize the goodwill of the Company and its Subsidiaries, for which the Subject Party
and/or its Affiliates will receive a substantial direct or indirect financial benefit, and that Purchaser and Pubco would not have entered
into the Business Combination Agreement or consummated the Transactions but for the Subject Party’s agreements set forth in this
Agreement; (iii) it would impair the goodwill of the Covered Parties and reduce the value of the assets of the Covered Parties and cause
serious and irreparable injury if the Subject Party and/or its Affiliates were to use their ability and knowledge by engaging in the Business
in competition with a Covered Party, and/or to otherwise breach the obligations contained herein and that the Covered Parties would not
have an adequate remedy at law because of the unique nature of the Business, (iv) the Subject Party and its Affiliates have no intention
of engaging in the Business (other than through the Covered Parties) during the Restricted Period other than through Permitted Ownership,
(v) the relevant public policy aspects of restrictive covenants, covenants not to compete and non-solicitation provisions have been discussed,
and every effort has been made to limit the restrictions placed upon the Subject Party to those that are reasonable and necessary to protect
the Covered Parties’ legitimate interests, (vi) the Covered Parties conduct and intend to conduct the Business everywhere in the
Territory and compete with other businesses that are or could be located in any part of the Territory, (vii) the foregoing restrictions
on competition are fair and reasonable in type of prohibited activity, geographic area covered, scope and duration, (viii) the consideration
provided to the Subject Party under this Agreement and the Business Combination Agreement is not illusory, and (ix) such provisions do
not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Covered Parties.


 






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2.   No
Solicitation; No Disparagement.


 


(a)   No
Solicitation of Employees and Consultants. The Subject Party agrees that, during the Restricted Period, the Subject Party will not
and will not permit its Affiliates to, without the prior written consent of Pubco (which may be withheld in its sole discretion), either
on its own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of its duties on behalf
of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any
Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing)
any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii)
in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided,
however, the Subject Party and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel
voluntarily and independently solicits an offer of employment from the Subject Party or its Affiliate (or other Person whom any of them
is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of the Subject Party
or its Affiliate (or such other Person whom any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered
Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel”
shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties as of the date of the relevant
act prohibited by this Section 2(a) or during the one (1) year period preceding such date.


 


(b)   Non-Solicitation
of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party will not and it will not
permit its Affiliates to, without the prior written consent of Pubco (which may be withheld in its sole discretion), individually or on
behalf of any other Person (other than, if applicable, a Covered Party in the performance of the Subject Party’s duties on behalf
of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of
the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with
respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party, or otherwise alter such
business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business; (ii) interfere
with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer;
(iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide
services to, engage in or do business with, any Covered Customer for products or services that are part of the Business; or (v) interfere
with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent or other service
provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered Party as it relates
to the Business. For purposes of this Agreement, a “Covered Customer” shall mean any Person who is or was an
actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made or taken specific action
to make a proposal) of a Covered Party as of the date of the relevant act prohibited by this Section 2(b) or during the one (1) year period
preceding such date.


 






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(c)   Non-Disparagement.
The Subject Party agrees that from and after the Closing until the second (2nd) anniversary of the end of the Restricted Period,
the Subject Party will not and will not permits its Affiliates to, directly or indirectly engage in any conduct that involves the making
or publishing (including through electronic mail distribution or online social media) of any written or oral statements or remarks (including
the repetition or distribution of derogatory rumors, allegations, negative reports or comments) that are disparaging, deleterious or damaging
to the integrity, reputation or good will of one or more Covered Parties or their respective management, officers, employees, independent
contractors or consultants. Notwithstanding the foregoing, subject to Section 3 below, the provisions of this Section 2(c)
shall not restrict the Subject Party from providing truthful testimony or information in response to a subpoena or investigation by a
Governmental Authority or in connection with any legal action by the Subject Party or its Affiliate against any Covered Party under this
Agreement, the Business Combination Agreement or any other Ancillary Document that is asserted by the Subject Party or its Affiliate in
good faith.


 


3.   Confidentiality.
From and after the Closing Date, the Subject Party will, and will cause its Representatives to, keep confidential and not (except,
if applicable, in the performance of its duties on behalf of the Covered Parties) directly or indirectly use, disclose, reveal, publish,
transfer or provide access to, any and all Covered Party Information without the prior written consent of Pubco (which may be withheld
in its sole discretion). As used in this Agreement, “Covered Party Information” means all material and information
relating to the business, affairs and assets of any Covered Party, including material and information that concerns or relates to such
Covered Party’s bidding and proposal, technical information, computer hardware or software, administrative, management, operational,
data processing, financial, marketing, sales, human resources, business development, planning and/or other business activities, regardless
of whether such material and information is maintained in physical, electronic, or other form, that is: (A) gathered, compiled, generated,
produced or maintained by such Covered Party through its Representatives, or provided to such Covered Party by its suppliers, service
providers or customers; and (B) intended and maintained by such Covered Party or its Representatives, suppliers, service providers or
customers to be kept in confidence. The obligations set forth in this Section 3 will not apply to any Covered Party Information
where the Subject Party can prove that such material or information: (i) is known or available through other lawful sources not bound
by a confidentiality agreement with, or other confidentiality obligation to, any Covered Party; (ii) is or becomes publicly known through
no violation of this Agreement or other non-disclosure obligation of the Subject Party or any of its Representatives; (iii) is already
in the possession of the Subject Party at the time of disclosure through lawful sources not bound by a confidentiality agreement or other
confidentiality obligation as evidenced by the Subject Party’s documents and records; or (iv) is required to be disclosed pursuant
to an order of any administrative body or court of competent jurisdiction (provided that (A) the applicable Covered Party is given reasonable
prior written notice, (B) the Subject Party cooperates (and causes its Representatives to cooperate) with any reasonable request of any
Covered Party to seek to prevent or narrow such disclosure and (C) if after compliance with clauses (A) and (B) such disclosure is still
required, the Subject Party and its Representatives only disclose such portion of the Covered Party Information that is expressly required
by such order, as it may be subsequently narrowed).


 


4.   Representations
and Warranties. The Subject Party hereby represents and warrants, to and for the benefit of the Covered Parties as of the date of
this Agreement and as of the Closing Date, that: (a) the Subject Party has full power and capacity to execute and deliver, and to perform
all of the Subject Party’s obligations under, this Agreement; and (b) neither the execution and delivery of this Agreement nor the
performance of the Subject Party’s obligations hereunder will result directly or indirectly in a violation or breach of any agreement
or obligation by which the Subject Party is a party or otherwise bound. By entering into this Agreement, the Subject Party certifies and
acknowledges that the Subject Party has carefully read all of the provisions of this Agreement, and that the Subject Party voluntarily
and knowingly enters into this Agreement.


 






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5.   Remedies.
The covenants and undertakings of the Subject Party contained in this Agreement relate to matters which are of a special, unique and
extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury to the Covered Parties, the
amount of which may be impossible to estimate or determine and which cannot be adequately compensated. The Subject Party agrees that,
in the event of any breach or threatened breach by the Subject Party of any covenant or obligation contained in this Agreement, each applicable
Covered Party will be entitled to obtain the following remedies (in addition to, and not in lieu of, any other remedy at law or in equity
or pursuant to the Business Combination Agreement or the other Ancillary Documents that may be available to the Covered Parties, including
monetary damages), and a court of competent jurisdiction may award: (i) an injunction, restraining order or other equitable relief restraining
or preventing such breach or threatened breach, without the necessity of proving actual damages or that monetary damages would be insufficient
or posting bond or security, which the Subject Party expressly waives; and (ii) recovery of the Covered Party’s attorneys’
fees and costs incurred in enforcing the Covered Party’s rights under this Agreement. The Subject Party hereby consents to the award
of any of the above remedies to the applicable Covered Party in connection with any such breach or threatened breach. The Subject Party
hereby acknowledges and agrees that in the event of any breach of this Agreement, any value attributed or allocated to this Agreement
(or any other non-competition agreement with the Subject Party) under or in connection with the Business Combination Agreement shall not
be considered a measure of, or a limit on, the damages of the Covered Parties.


 


6.   Survival
of Obligations. The expiration of the Restricted Period will not relieve the Subject Party of any obligation or liability arising
from any breach by the Subject Party of this Agreement during the Restricted Period. The Subject Party further agrees that the time period
during which the covenants contained in Section 1, 2 and 3 and of this Agreement will be effective will be computed
by excluding from such computation any time during which the Subject Party is in violation of any provision of such Sections.


 


7.   Miscellaneous.


 


(a)   Notices.
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when
delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one Business Day
after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed,
if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following
addresses (or at such other address for a party as shall be specified by like notice):


 


	
     

    If to Purchaser prior to the Closing, to:

     

    East Stone Acquisition Corp.

    25 Mall Road, Suite 330

    Burlington, MA 01803

    Attn: Sherman Xiaoma Lu, Chief Executive Officer

    Telephone No.: 781 202 9128

    Email: sherman@estonecapital.com
	
     

    with a copy (that will not constitute notice)
    to: 

     

    Ellenoff Grossman & Schole LLP

    1345 Avenue of the Americas, 11th Floor

    New York, New York 10105, USA

    Attn: Barry I. Grossman, Esq.

    Facsimile No.: (212) 370-7889

    Telephone No.: (212) 370-1300

    Email: bigrossman@egsllp.com

     




 






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    If to the Company or Pubco prior to the Closing,
    to:

     

    ICONIQ Holding Limited

    No.76 Mu Nan Road, Heping District, Tianjin, China

    Attn: Baoji Su

    Telephone No.: +86 022-23303776

    Email: ir@iconiqmotors.com

     

     

     
	
     

    with a copy (that will not constitute notice)
    to: 

     

    Linklaters LLP

    1290 Avenue of the Americas

    New York, NY 10104

    Facsimile No.: +1 212 903 9100

    Telephone No.: +1 212 903 9000

     

    and a copy to:

     

    Linklaters LLP

    11th Floor, Alexandra House

    Chater Road

    Hong Kong SAR

    Facsimile No.: +852 2810 8133

    Telephone No.: +852 2842 4888

     

	
     

    If to Purchaser, Pubco, the Company or any other
    Covered Party from or after the Closing, to:

     

    NWTN Inc.

    No.76 Mu Nan Road, Heping District, Tianjin, China

    Attn: Baoji Su

    Telephone No.: +86 022-23303776

    Email: ir@iconiqmotors.com

     

     

     
	
     

    with a copy (that will not constitute notice)
    to: 

     

    Linklaters LLP

    1290 Avenue of the Americas

    New York, NY 10104

    Facsimile No.: +1 212 903 9100

    Telephone No.: +1 212 903 9000

     

    and a copy to:

     

    Linklaters LLP

    11th Floor, Alexandra House

    Chater Road

    Hong Kong SAR

    Facsimile No.: +852 2810 8133

    Telephone No.: +852 2842 4888

     

	If to the Subject Party, to: 

the address below the Subject Party’s name on the signature page to this Agreement.


 


(b)   Integration
and Non-Exclusivity. This Agreement, the Business Combination Agreement and the other Ancillary Documents contain the entire agreement
between the Subject Party and the Covered Parties concerning the subject matter hereof. Notwithstanding the foregoing, the rights and
remedies of the Covered Parties under this Agreement are not exclusive of or limited by any other rights or remedies which they may have,
whether at law, in equity, by contract or otherwise, all of which will be cumulative (and not alternative). Without limiting the generality
of the foregoing, the rights and remedies of the Covered Parties, and the obligations and liabilities of the Subject Party and its Affiliates,
under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities (i) under the laws of unfair competition,
misappropriation of trade secrets, or other requirements of statutory or common law, or any applicable rules and regulations and (ii)
otherwise conferred by contract, including the Business Combination Agreement and any other written agreement between the Subject Party
or its Affiliate and any of the Covered Parties. Nothing in the Business Combination Agreement will limit any of the obligations, liabilities,
rights or remedies of the Subject Party or the Covered Parties under this Agreement, nor will any breach of the Business Combination Agreement
or any other agreement between the Subject Party or its Affiliate and any of the Covered Parties limit or otherwise affect any right or
remedy of the Covered Parties under this Agreement. If any term or condition of any other agreement between the Subject Party or its Affiliate
and any of the Covered Parties conflicts or is inconsistent with the terms and conditions of this Agreement, the more restrictive terms
will control as to the Subject Party or its Affiliate, as applicable.


 






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(c)   Severability;
Reformation. Each provision of this Agreement is separable from every other provision of this Agreement. If any provision of this
Agreement is found or held to be invalid, illegal or unenforceable, in whole or in part, by a court of competent jurisdiction, then (i)
such provision will be deemed amended to conform to applicable laws so as to be valid, legal and enforceable to the fullest possible extent,
(ii) the invalidity, illegality or unenforceability of such provision will not affect the validity, legality or enforceability of such
provision under any other circumstances or in any other jurisdiction, and (iii) the invalidity, illegality or unenforceability of such
provision will not affect the validity, legality or enforceability of the remainder of such provision or the validity, legality or enforceability
of any other provision of this Agreement. The Subject Party and the Covered Parties will substitute for any invalid, illegal or unenforceable
provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of
such invalid, illegal or unenforceable provision. Without limiting the foregoing, if any court of competent jurisdiction determines that
any part hereof is unenforceable because of the duration, geographic area covered, scope of such provision, or otherwise, such court will
have the power to reduce the duration, geographic area covered or scope of such provision, as the case may be, and, in its reduced form,
such provision will then be enforceable. The Subject Party will, at a Covered Party’s request, join such Covered Party in requesting
that such court take such action.


 


(d)   Amendment;
Waiver. This Agreement may not be amended or modified in any respect, except by a written agreement executed by the Subject Party,
Pubco, Purchaser and, from and after the Closing, the Purchaser Representative (or their respective permitted successors or assigns).
No waiver will be effective unless it is expressly set forth in a written instrument executed by the waiving party (and from and after
the Closing if such waiving party is a Covered Party, the Purchaser Representative) and any such waiver will have no effect except in
the specific instance in which it is given. Any delay or omission by a party in exercising its rights under this Agreement, or failure
to insist upon strict compliance with any term, covenant, or condition of this Agreement will not be deemed a waiver of such term, covenant,
condition or right, nor will any waiver or relinquishment of any right or power under this Agreement at any time or times be deemed a
waiver or relinquishment of such right or power at any other time or times.


 


(e)   Governing
Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws (both substantive and procedural)
of the State of Delaware. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware
Chancery Court; provided, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal Action may be
brought in any federal court located in the State of Delaware or any other Delaware state court (collectively, the “Specified
Courts”). Each Party hereto hereby (a) submits to the exclusive personal and subject matter jurisdiction of any Specified
Court for the purpose of any Action arising out of or relating to this Agreement brought by any Party hereto and (b) irrevocably
waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject to the personal
or subject matter jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the
Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated
hereby may not be enforced in or by any Specified Court. Each Party agrees that a final judgment in any Action shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents
to the service of the summons and complaint and any other process in any other Action relating to the transactions contemplated by this
Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address
set forth Section 7(a). Nothing in this Section 7(e) shall affect the right of any party to serve legal process in any other
manner permitted by Law.


 






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(f)   WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7(f).
ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 7(f) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.


 


(g)   Successors
and Assigns; Third Party Beneficiaries. This Agreement will be binding upon the Subject Party and the Subject Party’s estate,
successors and assigns, and will inure to the benefit of the Covered Parties, and their respective successors and assigns. Each Covered
Party may freely assign any or all of its rights under this Agreement, at any time, in whole or in part, to any Person which acquires,
in one or more transactions, at least a majority of the equity securities (whether by equity sale, merger or otherwise) of such Covered
Party or all or substantially all of the assets of such Covered Party and its Subsidiaries, taken as a whole, without obtaining the consent
or approval of the Subject Party. The Subject Party agrees that the obligations of the Subject Party under this Agreement are personal
and will not be assigned by the Subject Party. Each of the Covered Parties are express third party beneficiaries of this Agreement and
will be considered parties under and for purposes of this Agreement.


 


(h)   Purchaser
Representative Authorized to Act on Behalf of Covered Parties. The parties acknowledge and agree that from and after the Closing the
Purchaser Representative is authorized and shall have the sole right to act on behalf of Pubco, Purchaser and the other Covered Parties
under this Agreement, including the right to enforce Pubco’s, Purchaser’s and the other Covered Parties’ rights and
remedies under this Agreement. Without limiting the foregoing, in the event that the Subject Party serves as a director, officer, employee
or other authorized agent of a Covered Party, the Subject Party shall have no authority, express or implied, to act or make any determination
on behalf of a Covered Party in connection with this Agreement or any dispute or Action with respect hereto.


 






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(i)   Construction.
The Subject Party acknowledges that the Subject Party has been represented by counsel, or had the opportunity to be represented by counsel
of the Subject Party’s choice. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party
will not be applied in the construction or interpretation of this Agreement. Neither the drafting history nor the negotiating history
of this Agreement will be used or referred to in connection with the construction or interpretation of this Agreement. The headings and
subheadings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement. In this Agreement: (i) the words “include,” “includes” and “including” when used
herein shall be deemed in each case to be followed by the words “without limitation”; (ii) the definitions contained herein
are applicable to the singular as well as the plural forms of such terms; (iii) whenever required by the context, any pronoun shall include
the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and
vice versa; (iv) the words “herein,” “hereto,” and “hereby” and other words of similar import shall
be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement;
(v) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase
“and only if”; (vi) the term “or” means “and/or”; and (vii) any agreement or instrument defined or
referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time
amended, modified or supplemented, including by waiver or consent and references to all attachments thereto and instruments incorporated
therein.


 


(j)   Counterparts.
This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which
when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. A photocopy,
faxed, scanned and/or emailed copy of this Agreement or any signature page to this Agreement, shall have the same validity and enforceability
as an originally signed copy.


 


(k)   Effectiveness.
This Agreement shall be binding upon the Subject Party upon the Subject Party’s execution and delivery of this Agreement, but this
Agreement shall only become effective upon the consummation of the Transactions. In the event that the Business Combination Agreement
is validly terminated in accordance with its terms prior to the consummation of the Transactions, this Agreement shall automatically terminate
and become null and void, and the parties shall have no obligations hereunder.


 


[Remainder of Page Intentionally Left Blank;
Signature Page Follows]


 






    9


     


    

 


IN WITNESS WHEREOF, the undersigned
has duly executed and delivered this Non-Competition and Non-Solicitation Agreement as of the date first written above.


 


	 	Subject Party:
	 	 
	 	[________________________________]
	 	 
	 	By:	                                                                
	 	Name:	 
	 	Title:	 



 


	 	Address for Notice:
	 	 
	 	Address:	        
	 	 
	 	 



 


	 	Facsimile No.:	        
	 	Telephone No.:	          
	 	Email:	 



 


{Signature Page to Non-Competition Agreement}


 




    10


     


    

 


	Acknowledged and accepted as of the date first written above:
	 	 	 
	Pubco:	 
	 	 
	NWTN INC	 
	 	 
	By:	              	 
	Name:	 	 
	Title:	 	 



 


	 	 	 
	Purchaser:	 
	 	 
	East Stone Acquisition Corporation	 
	 	 
	By:	                    	 
	Name:	 	 
	Title:	 	 



 


	The Company:	 
	 	 
	ICONIQ HOLDING LIMITED	 
	 	 
	By:	        	 
	Name:	 	 
	Title:	 	 



 


	The Purchaser Representative:	 
	 	 
	NAVY SAIL INTERNATIONAL LIMITED,	 
	solely in the capacity as the Purchaser	 
	Representative	 
	 	 
	By:	                      	 
	Name:	 	 
	Title:	 	 



 



{Signature Page to Non-Competition Agreement}


 


 


11