Exhibit 10.2


 


FORM OF SHAREHOLDER SUPPORT AGREEMENT


 


This Shareholder Support Agreement
(this “Agreement”) is made and entered into as of April 15, 2022, by and among East Stone Acquisition Corporation., a British
Virgin Islands business company (“Purchaser”), ICONIQ Holding Limited, an exempted company incorporated with limited liability
in the Cayman Island (the “Company”) and the individuals whose names appear on the signature pages hereto who are or hereafter
may become shareholders of the Company (each such shareholder, a “Requisite Shareholder” and, collectively, the “Requisite
Shareholders”). The Purchaser, Company and the Requisite Shareholders are sometimes referred to herein as a “Party”
and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Business Combination Agreement (as defined below).


 


RECITALS


 


A. On
April 15, 2022, the Purchaser, NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”),
Navy Sail International Limited, a British Virgin Islands company, in the capacity as the Purchaser Representative, 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 the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) pursuant
to which, upon the terms and subject to the conditions set forth therein: (a) First Merger Sub will merge with and into the Company (the
“First Merger”), with the Company surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding shares
of the Company being converted into the right to receive shares of Pubco, and (b) one (1) 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”, and
together with the First Merger, the “Mergers”), with the Purchaser surviving the Second Merger as a wholly-owned subsidiary
of Pubco and the outstanding securities of the Purchaser being converted into the right to receive shares of Pubco (the Mergers together
with other transactions contemplated by the Business Combination Agreement, the “Transactions”).


 


B. The
Requisite Shareholders agree to enter into this Agreement with respect to all Company Securities of which the Requisite Shareholders now
or hereafter have beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act) and/or record ownership.


 


C. As
of the date hereof, the Requisite Shareholders are the owners of, and/or have voting power (including, without limitation, by proxy or
power of attorney) over, such number and class of Company Securities as are indicated opposite each of their names on Schedule A attached
hereto (all such Company Securities, together with any shares in the Company of which beneficial and/or record ownership and/or the power
to vote (including, without limitation, by proxy or power of attorney) is hereafter acquired by any such Requisite Shareholder (or any
securities convertible into or exercisable or exchangeable for Company Securities) during the period from the date hereof through the
Expiration Time are collectively referred to herein as the “Subject Shares”).


 






     


     


    

 





D. As
a condition to the willingness of the Purchaser to enter into the Business Combination Agreement and as an inducement and in consideration
therefor, the Requisite Shareholders have agreed to enter into this Agreement.


 


E. Each
of the Purchaser and each Requisite Shareholder has determined that it is in its best interest to enter into this Agreement.


 


NOW, THEREFORE, in consideration
of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, do hereby
agree as follows:


 


1. Definitions.
When used in this Agreement, the following terms in all of their tenses, cases and correlative forms shall have the meanings assigned
to them in this Section 1 or elsewhere in this Agreement.


 


“Expiration
Time” shall mean the earlier to occur of (a) the Effective Time, (b) such date and time as the Business Combination Agreement shall
be terminated in accordance with Section 10.1 thereof and (c) as to any Requisite Shareholder, the mutual written agreement of the Purchaser,
the Company and such Requisite Shareholder.


 


“Transfer”
shall mean any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, or entry into any contract,
agreement, option or other arrangement or understanding with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition,
loan or other transfer, in each case directly or indirectly and voluntarily or involuntarily, of any interest owned by a person or any
interest (including a beneficial interest) in, or the ownership, control or possession of, any interest owned by a person, excluding entry
into this Agreement and the Business Combination Agreement and the consummation of the transactions contemplated hereby and thereby.


 


2. Agreement
to Retain the Subject Shares.


 


2.1 No
Transfer of Subject Shares. Until the Expiration Time, each Requisite Shareholder agrees not to (a) Transfer any Subject Shares or (b)
deposit any Subject Shares into a voting trust or enter into a voting agreement with respect to any Subject Shares or grant any proxy
(except as otherwise provided herein), consent or power of attorney with respect thereto (other than pursuant to this Agreement). Notwithstanding
the foregoing (a) if a Requisite Shareholder is an individual, such Requisite Shareholder may Transfer any such Subject Shares (i) to
any member of such Requisite Shareholder’s immediate family, or to a trust for the benefit of such Requisite Shareholder or any
member of such Requisite Shareholder’s immediate family, the sole trustees of which are such Requisite Shareholder or any member
of such Requisite Shareholder’s immediate family, (ii) by will, other testamentary document or under the laws of intestacy upon
the death of such Requisite Shareholder, (iii) pursuant to a qualified domestic relations order or (iv) pursuant to a charitable
gift or contribution, (b) if a Requisite Shareholder is an entity, such Requisite Shareholder may Transfer any Subject Shares to any partner,
member, or affiliate of such Requisite Shareholder in accordance with the terms of the Organizational Documents of the Company, and (c)
a Requisite Shareholder may Transfer any Subject Shares upon the consent of the Company; provided, that in each case such transferee of
such Subject Shares evidences in a writing, in form and substance reasonably satisfactory to the Purchaser and the Company, such transferee’s
agreement to be bound by and subject to all of the terms and provisions hereof to the same effect as such transferring Requisite Shareholder,
prior and as a condition to the occurrence of such Transfer.


 






    2 


     


    

 


2.2 Additional
Purchases. Until the Expiration Time, each Requisite Shareholder agrees that any Subject Shares that such Requisite Shareholder purchases,
that are issued to such Requisite Shareholder by the Company, that are otherwise hereinafter acquired by such Requisite Shareholder or
with respect to which such Requisite Shareholder otherwise acquires sole or shared voting power (including by proxy or power of attorney)
after the execution of this Agreement and prior to the Expiration Time, shall in each case be subject to the terms and conditions of this
Agreement to the same extent as if they were Subject Shares owned by such Requisite Shareholder as of the date hereof. Each of the Requisite
Shareholders agrees, while this Agreement is in effect, to notify the Purchaser and the Company promptly in writing (including by e-mail)
of the number of any additional Subject Shares acquired, or over which voting power is acquired, by such Requisite Shareholder, if any,
after the date hereof.


 


2.3 Unpermitted
Transfers. Any Transfer or attempted Transfer of any Subject Shares in violation of this Section 2 shall, to the fullest extent permitted
by applicable Law, be null and void ab initio.


 


3. Voting
of Subject Shares.


 


3.1 Voting
of Subject Shares. Hereafter until the Expiration Time, each Requisite Shareholder hereby 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 Requisite Shareholder shall: if a meeting is held, attend and appear at the meeting, in person
or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and such Requisite
Shareholder shall vote all of the Subject Shares to which such Requisite 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 Subject Shares: (i) in in favor of (a)
the First Merger, the Business Combination Agreement, the Ancillary Documents, any required amendments to the Company’s Organizational
Documents, and all of the other Transactions (and any actions required in furtherance thereof), (b) in favor of the other matters set
forth in the Business Combination Agreement (clauses (a) and (b) collectively, 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 Requisite Shareholder’s Subject Shares held at such time in favor of the foregoing; provided, however,
that such Requisite 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 the Pubco Shares being issued to holders of Company Securities
as contemplated by the Business Combination Agreement.


 






    3 


     


    

 


4. Additional
Agreements.


 


4.1 No
Challenges. Each Requisite Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions
necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Purchaser, First
Merger Sub, Second Merger Sub, Pubco, the Company or any of their respective successors or directors (a) challenging the validity of,
or seeking to enjoin the operation of, any provision of this Agreement or (b) alleging a breach of any fiduciary duty of any person in
connection with the evaluation, negotiation or entry into the Business Combination Agreement or any other agreement in connection with
the Transactions.


 


4.2 Further
Actions. Each Requisite Shareholder agrees, while this Agreement is in effect, not to take or omit to take, or agree to commit to take
or omit to take, any action that would make any representation and warranty of such Requisite Shareholder contained in this Agreement
inaccurate in any material respect. Each of Requisite Shareholder further agrees that it shall use its reasonable best efforts to cooperate
with the Purchaser and the Company to effect the transactions contemplated hereby and the Transactions, including to take or omit to take
such actions, and execute such agreements, as may be reasonably requested by the Purchaser or the Company in connection with the transactions
contemplated hereby and the Transactions or that are necessary to give further effect thereto.


 


4.3 Consent
to Disclosure. Each Requisite Shareholder hereby consents to the publication and disclosure in the Proxy Statement (and, as and to the
extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, any other documents or communications
provided by the Purchaser, the Pubco or the Company to any Governmental Authority or to securityholders of the Purchaser) of such Requisite
Shareholder’s identity and beneficial ownership of the Subject Shares and the nature of such Requisite Shareholder’s commitments,
arrangements and understandings under and relating to this Agreement and, if deemed appropriate by the Purchaser, the Pubco or the Company,
a copy of this Agreement. Each Requisite Shareholder will promptly provide any information reasonably requested by the Purchaser, the
Pubco or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings
with the SEC).


 


5. Representations
and Warranties of the Requisite Shareholders. Each Requisite Shareholder hereby represents and warrants to the Purchaser as follows:


 


5.1 Due
Authority. Such Requisite Shareholder has the full power and authority to make, enter into and carry out the terms of this Agreement.
This Agreement has been duly and validly executed and delivered by such Requisite Shareholder (and, if such Shareholder is married and
any of such Shareholder’s Subject Shares constitute community property or otherwise need spousal or other approval for this Agreement
to be valid and binding, such Shareholder’s spouse), and constitutes a valid and binding agreement of such Requisite Shareholder
enforceable against it in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights,
and to general equitable principles).


 






    4 


     


    

 


5.2 Ownership
of the Company Securities. Such Requisite Shareholder is either (a) the owner of the Company Securities indicated on Schedule A hereto
opposite such Requisite Shareholder’s name, free and clear of any and all Liens, other than (i) those created by this Agreement
or (ii) as may be set forth in the Organizational Documents of the Company or (b) has the power to vote (including, without limitation,
by proxy or power of attorney) the Company Securities indicated on Schedule A hereto opposite such Requisite Shareholder’s name.
Such Requisite Shareholder has as of the date hereof and, except pursuant to a Transfer permitted in accordance with Section 2.1 hereof,
will have until the Expiration Time, sole voting power (including the right to control such vote as contemplated herein), power of disposition,
power to issue instructions with respect to the matters set forth in this Agreement and power to agree to all of the matters applicable
to such Requisite Shareholder set forth in this Agreement, in each case, over all Subject Shares. As of the date hereof, such Requisite
Shareholder does not own any other voting securities of the Company or have the power to vote (including by proxy or power of attorney)
any other voting securities of the Company other than the Company Securities set forth on Schedule A opposite such Requisite Shareholder’s
name. As of the date hereof, such Requisite Shareholder does not own any rights to purchase or acquire (i) any other equity securities
of the Company or (ii) the power to vote any other voting securities of the Company, in each case except as set forth on Schedule A opposite
such Requisite Shareholder’s name. There are no claims for finder’s fees or brokerage commissions or other like payments in
connection with this Agreement or the transactions contemplated hereby payable by such Requisite Shareholder pursuant to arrangements
made by such Requisite Shareholder.


 


5.3 No
Conflict; Consents.


 


(a) The
execution and delivery of this Agreement by such Requisite Shareholder does not, and the performance by such Requisite Shareholder of
the obligations under this Agreement and the compliance by such Requisite Shareholder with the provisions hereof do not and will not:
(i) conflict with or violate any Law applicable to such Requisite Shareholder, (ii) contravene or conflict with, or result in any violation
or breach of, any provision of any charter, certificate of incorporation, limited liability company agreement, certificate of formation,
articles of association, by-laws, operating agreement or similar formation or governing documents and instruments of such Requisite Shareholder,
as applicable, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become
a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of
a Lien on any of the Company Securities owned by such Requisite Shareholder pursuant to any contract or agreement to which such Requisite
Shareholder is a party or by which such Requisite Shareholder is bound, except in the case of clause (i) or (iii) as would not reasonably
be expected, either individually or in the aggregate, to materially impair the ability of such Requisite Shareholder to perform its obligations
hereunder or to consummate the transactions contemplated hereby.


 






    5 


     


    

 


(b) No
consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other person
is required by or with respect to such Requisite Shareholder in connection with the execution and delivery of this Agreement or the consummation
by such Requisite Shareholder of the transactions contemplated hereby. If such Requisite Shareholder is a natural person, no consent of
such Requisite Shareholder’s spouse is necessary under any “community property” or other Laws in order for such Requisite
Shareholder to enter into and perform its obligations under this Agreement.


 


5.4 Absence
of Litigation. As of the date hereof, there is no Action pending or, to the knowledge of such Requisite Shareholder, threatened, against
such Requisite Shareholder that would reasonably be expected to impair the ability of such Requisite Shareholder to perform such Requisite
Shareholder’s obligations hereunder or to consummate the transactions contemplated hereby.


 


5.5 Absence
of Other Voting Agreement. Except for this Agreement, such Requisite Shareholder has not: (a) entered into any voting agreement, voting
trust or similar agreement with respect to any Subject Shares or other equity securities of the Company owned by such Requisite Shareholder
or (b) granted any proxy, consent or power of attorney with respect to any Subject Shares or other equity securities of the Company owned
by such Requisite Shareholder (other than as contemplated by this Agreement).


 


5.6 Reliance
by the Purchaser. Such Requisite Shareholder understands and acknowledges that the Purchaser is entering into the Business Combination
Agreement in reliance upon such Requisite Shareholder’s execution and delivery of this Agreement.


 


5.7 Requisite
Shareholder Has Adequate Information. Such Requisite Shareholder is a sophisticated shareholder and has adequate information concerning
the business and financial condition of the Purchaser and the Company to make an informed decision regarding this Agreement and the Transactions,
and has independently, without reliance upon the Purchaser or the Company, and based on such information as such Requisite Shareholder
has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Requisite Shareholder acknowledges that
none of the Purchaser or the Company has made or makes any representation or warranty, whether express or implied, of any kind or character
with respect to the matters covered herein, in each case except as expressly set forth in this Agreement. Such Requisite Shareholder acknowledges
that the agreements contained herein with respect to the Subject Shares held by such Requisite Shareholder are irrevocable.


 


6. Termination.
This Agreement shall terminate upon the Expiration Time. The termination of this Agreement shall not relieve any party from any liability
arising in respect of any willful and material breach of this Agreement prior to such termination.


 






    6 


     


    

 


7. Miscellaneous.


 


7.1 Further
Assurances. From time to time, at another Party’s request and without further consideration, each Party shall execute and deliver
such additional documents and take all such further action as may be reasonably necessary or desirable to consummate the transactions
contemplated by this Agreement.


 


7.2 Fees
and Expenses. Each of the Parties shall be responsible for its own fees and expenses (including, the fees and expenses of investment bankers,
accountants and counsel) in connection with the entering into of this Agreement and the consummation of the transactions contemplated
hereby; provided that the fees and expenses of the Company and the Purchaser shall be allocated as set forth in Section 10.3 of the Business
Combination Agreement.


 


7.3 No
Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Purchaser, Pubco, the First Merger Sub or the Second
Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to any Subject Shares.


 


7.4 Amendments,
Waivers. This Agreement may not be amended except by an instrument in writing signed by each of the Parties hereto. At any time prior
to the Effective Time, (a) the Purchaser may (i) extend the time for the performance of any obligation or other act of any Requisite
Shareholder, (ii) waive any inaccuracy in the representations and warranties of each Requisite Shareholder contained herein or in
any document delivered by any Requisite Shareholder pursuant hereto and (iii) waive compliance with any agreement of each Requisite
Shareholder or any condition to their obligations contained herein, and (b) the Requisite Shareholders may (i) extend the time for
the performance of any obligation or other act of the Purchaser, (ii) waive any inaccuracy in the representations and warranties
of the Purchaser contained herein or in any document delivered by the Purchaser pursuant hereto and (iii) waive compliance with any
agreement of the Purchaser or any condition to their obligations contained herein. Any such extension or waiver shall be valid if set
forth in an instrument in writing signed by the Purchaser.


 


7.5 Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed
to have been duly given upon receipt) by delivery in person, by email or by registered or certified mail (postage prepaid, return receipt
requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice
given in accordance with this Section 7.5):


 


if to the Purchaser:


 


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


 






    7 


     


    

 


with copies (which shall
not constitute notice) to:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas, 11th Floor


New York, New York 10105


Attention: Barry I. Grossman, Esq.


Email: bigrossman@egsllp.com


 


if to the Company:


 


ICONIQ Holding Limited


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


Attention: Baojin Su


Email: ir@iconiqmotors.com


 


with copies (which shall
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 any Requisite
Shareholder, to the address for notice set forth on Schedule A hereto,


 


with copies (which shall
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


 






    8 


     


    

 


7.6 Headings.
The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.


 


7.7 Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy,
all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby or any of the other Transactions is not affected in any manner materially adverse to
any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall
negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest
extent possible.


 


7.8 Entire
Agreement; Assignment. This Agreement and the schedules hereto (together with each Transaction Document to which the Parties hereto are
parties, to the extent referred to herein) constitute the entire agreement among the Parties with respect to the subject matter hereof
and supersede all prior agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject
matter hereof. Except for transfers permitted by Section 2.1, this Agreement shall not be assigned (whether pursuant to a merger, by operation
of law or otherwise) by any Party without the prior express written consent of the other Parties hereto.


 


7.9 Certificates.
Promptly following the date of this Agreement, the Company shall advise its transfer agent in writing that each Requisite Shareholder’s
Subject Shares are subject to the restrictions set forth herein and, in connection therewith, provide the transfer agent of the Company,
as applicable, in writing with such information as is reasonable to ensure compliance with such restrictions.


 


7.10 Parties
in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party, and nothing in this Agreement, express
or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement.


 


7.11 Interpretation.


 


(a) Unless
the context of this Agreement otherwise requires, (i) words of any gender include each other gender, (ii) words using the singular
or plural number also include the plural or singular number, respectively, (iii) the definitions contained in this agreement are
applicable to the other grammatical forms of such terms, (iv) the terms “hereof,” “herein,” “hereby,”
“hereto” and derivative or similar words refer to this entire Agreement, (v) the terms “Section” and “Schedule”
refer to the specified Section or Schedule of or to this Agreement, (vi) the word “including” means “including
without limitation,” (vii) the word “or” shall be disjunctive but not exclusive, (viii) the word “person”
means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including, without limitation,
a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political
subdivision, agency or instrumentality of a government, and references to a person are also to its permitted successors and assigns, (ix),
an “affiliate” of a specified person means a person who, directly or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, such specified person, (x) references to agreements and other documents shall be deemed
to include all subsequent amendments and other modifications thereto and references to any Law shall include all rules and regulations
promulgated thereunder and (xi) references to any Law shall be construed as including all statutory, legal, and regulatory provisions
consolidating, amending or replacing such Law.


 






    9 


     


    

 


(b) The
language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of
strict construction shall be applied against any Party.


 


7.12 Governing
Law. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware applicable to contracts
executed in and to be performed in that State. All legal actions and proceedings 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. The Parties hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with
respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any Party,
and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in
any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein.
Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further
waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not
to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or
the transactions contemplated hereby any claim (a)  that it is not personally subject to the jurisdiction of the courts in Delaware
as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any
legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution
of judgment, execution of judgment or otherwise) and (c) that (i) the Action in any such court is brought in an inconvenient
forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced
in or by such courts.


 


7.13 Specific
Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance
with the terms hereof, and, accordingly, that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this
Agreement or to enforce specifically the performance of the terms and provisions hereof in the Court of Chancery of the State of Delaware
or, if that court does not have jurisdiction, any federal or state court of competent jurisdiction located in the State of Delaware without
proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity as expressly permitted
in this Agreement. Each of the Parties hereby further waives (a) any defense in any action for specific performance that a remedy
at law would be adequate and (b) any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable
relief.


 






    10 


     


    

 


7.14 WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. EACH OF THE PARTIES (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AS APPLICABLE,
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.14.


 


7.15 Counterparts;
Electronic Delivery. This Agreement may be executed and delivered (including by facsimile or portable document format (.pdf) transmission)
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. Delivery by email to counsel for the other
Parties of a counterpart executed by a Party shall be deemed to meet the requirements of the previous sentence.


 


7.16 Directors
and Officers. Nothing in this Agreement shall be construed to impose any obligation or limitation on votes or actions taken by any director,
officer, employee, agent, designee or other representative of any Requisite Shareholder or by any Requisite Shareholder that is a natural
person, in each case, in his or her capacity as a director or officer of the Company or any of its Subsidiaries. Each Requisite Shareholder
is executing this Agreement solely in such capacity as a record or beneficial holder of Company Securities.


 


[Remainder of Page Intentionally Left Blank]


 




    11 


     


    

 


In witness whereof, the Parties
hereto have caused this Agreement to be executed as of the date first set forth above.


 


	 	Purchaser:
	 	 
	 	EAST STONE ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 		Name: Xiaoma (Sherman) Lu
	 		Title: Chief Executive Officer



 


[Signature Page to Shareholder Support Agreement]


 




     


     


    

 





	 	COMPANY:
	 	 
	 	ICONIQ HOLDING LIMITED
	 	 	 
	 	By:	 
	 		Name: Nan Wu
	 		Title:Director 


 


[Signature Page to Shareholder Support Agreement]


 




     


     


    

 


	 	REQUISITE SHAREHOLDERS:
	 	 
	 	[Name of each requisite
shareholder]
	 	 	                             
	 	By:	 
	 		Name:
	 		Title:


 





[Signature page to Shareholder Support Agreement]


 







     


     


    

 


Schedule A


 


	Requisite Shareholder	Company Class A Ordinary Shares	Company Class B Ordinary Shares	Notice Address
	 	 	 	 
	Total:	 	 	N/A