Exhibit 10.1


 


Execution Version 


 


AMENDMENT TO WARRANT AGREEMENT 


 


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)).


 


RECITALS


 


WHEREAS, the Company
and the Agent are parties to that certain Warrant Agreement, dated as of February 19, 2020 (as amended, including without limitation by
this Amendment, the “Warrant Agreement”), pursuant to which the Agent agreed to act as the Company’s warrant
agent with respect to the issuance, registration, transfer, exchange, redemption and exercise of (i) warrants to purchase ordinary shares
underlying the units of the Company issued in the Company’s initial public offering (“IPO”) (the “Public
Warrants”), (ii) warrants to purchase ordinary shares of the Company acquired by Double Ventures Holdings Limited, the Company’s
sponsor, in a private placement concurrent with the IPO (the “Private Warrants”), (iii) warrants to purchase
ordinary shares of the Company issuable to the Sponsor or an affiliate of the Sponsor or certain officers and directors of the Company
upon conversion of up to $1,500,000 of working capital loans (the “Working Capital Warrants”), and (iv) all
other warrants issued by the Company at or after the IPO (including the warrants issued to the IPO underwriter (the “Underwriter
Warrants”), in connection with or following the Business Combination (the “Post-IPO Warrants”
and together with the Public Warrants, the Private Warrants, and the Working Capital Warrants, the “Warrants”);


 


WHEREAS, on 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) 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, including the Amendment
to Business Combination Agreement, dated September 28, 2022, the “Business Combination Agreement”);


 


WHEREAS, pursuant to
the Business Combination Agreement, subject to the terms and conditions thereof, upon the consummation of the transactions contemplated
thereby (the “Closing”), among other matters, (i) 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 (a) 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,
and (b) 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, and (ii) 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 Company
(the “Second Merger”), with the Company surviving the Second Merger as a wholly-owned subsidiary of Pubco and
with the holders of the Company’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, pursuant to
the Business Combination Agreement, at the effective time of the Second Merger (the “Effective Time”), (i) each
outstanding Public Warrant will be converted into one Pubco Public Warrant, with each Pubco Public Warrant having substantially the same
terms and conditions as set forth in the Public Warrants, (ii) each outstanding Private Warrant will be converted into one Pubco Private
Warrant, with each Pubco Private Warrant having substantially the same terms and conditions as set forth in the Private Warrants, and
(iii) each outstanding Underwriter Warrant will be converted into one Pubco Underwriter Warrant, with each Pubco Underwriter Warrant having
substantially the same terms and conditions as set forth in the Underwriter Warrants, except in each case that the Pubco Public Warrants,
the Pubco Public Warrants and the Pubco Underwriter Warrants will represent the right to receive Pubco Class B Ordinary Shares in lieu
of ordinary shares of the Company; and


 


WHEREAS, the parties
hereto desire to amend the Warrant Agreement to add Pubco as a party to the Warrant Agreement and to revise the terms of the Warrant Agreement
in order to reflect the transactions contemplated by the Business Combination Agreement, including without limitation the automatic conversion
thereunder of the Warrants into Pubco Warrants.


 


NOW, THEREFORE, in
consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants
herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:


 


1. Addition
of Pubco as a Party to the Warrant Agreement. The parties hereby agree to add Pubco as a party to the Warrant Agreement. The parties
further agree that, from and after the Closing, (i) all of the rights and obligations of the Company under the Warrant Agreement shall
be, and hereby are, assigned and delegated to Pubco as if it were the original “Company” party thereto, and (ii) all references
to the Company under the Warrant Agreement relating to periods from and after the Closing shall instead be a reference to Pubco. By executing
this Amendment, Pubco hereby agrees to be bound by and subject to all of the terms and conditions of the Warrant Agreement, as amended
by this Amendment, from and after the Closing as if it were the original “Company” party thereto.


 


2. Amendments
to Warrant Agreement. The parties hereto hereby agree to the following amendments to the Warrant Agreement:


 


(a) The
defined terms in this Amendment, including in the preamble and recitals hereto, and the definitions incorporated by reference from the
Business Combination Agreement, are hereby added to the Warrant Agreement as if they were set forth therein.


 


(b) The
parties hereby agree that the term “Warrants” as used in the Warrant Agreement shall include any and all warrants
of Pubco into which the Warrants automatically convert upon the Effective Time. The parties further agree that any reference (as applicable
and as appropriate) in the Warrant Agreement to a Warrant will instead refer to the warrants of Pubco (and any warrants of Pubco or any
successor entity issued in consideration of or in exchange for any of such warrants).


 


(c) The
parties further agree that any reference (as applicable and as appropriate) in the Warrant Agreement to Ordinary Shares will instead refer
to Pubco Class B Ordinary Shares (and any other securities of Pubco or any successor entity issued in consideration of (including as a
stock split, dividend or distribution) or in exchange for any of such securities).


 






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(d) Section
9.2 of the Warrant Agreement is hereby amended to delete the address of the Company for notices under the Warrant Agreement and instead
add the following address for notices to Pubco under the Warrant Agreement as the “SPAC” party thereunder:


 


	
     

    If to Pubco 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 (which 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



 


3. Effectiveness.
Notwithstanding anything to the contrary contained herein, this Amendment shall only become effective upon the Closing. In the event that
the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, this Amendment and all rights and
obligations of the parties hereunder shall automatically terminate and be of no further force or effect.


 


4. Miscellaneous.
Except as expressly provided in this Amendment, all of the terms and provisions in the Warrant Agreement 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 Warrant Agreement, or any other right, remedy, power or privilege of any party thereto,
except as expressly set forth herein. Any reference to the Warrant Agreement in the Warrant Agreement or any other agreement, document,
instrument or certificate entered into or issued in connection therewith, shall hereinafter mean the Warrant Agreement as the case may
be, as amended by this Amendment (or as such agreement may be further amended or modified in accordance with the terms thereof). The terms
of this Amendment shall be governed by, enforced and construed and interpreted in a manner consistent with the provisions of the Warrant
Agreement, as it applies to the amendments to the Warrant Agreement herein, including without limitation Section 9 of the Warrant Agreement.


 


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SIGNATURE PAGES FOLLOW]


 






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IN WITNESS WHEREOF,
each party hereto has caused this Amendment to Warrant Agreement to be signed and delivered by its respective duly authorized officer
as of the date first above written.


 


	 	The Company:
	 	 
	 	East Stone
    Acquisition Corporation
	 	 	 
	 	By:	/s/ Xiaoma
(Sherman) Lu
	 	 	Name: 	 Xiaoma (Sherman) Lu
	 	 	Title: 	Chief Executive Officer


 


	 	Pubco:
	 	 
	 	NWTN INC.
	 	 	 
	 	By:	/s/ Alan Nan
Wu
	 	 	Name: 	 Alan Nan Wu
  
	 	 	Title: 	Director


 


	 	Agent:
	 	 
	 	Continental
    Stock Transfer & Trust Company
	 	 	 
	 	By:	/s/ Margaret B. Lloyd 
	 	 	Name: 	 Margaret B. Lloyd  
	 	 	Title:	Vice President


 


 [Signature Page to Amendment to Warrant Agreement]


 


 


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