Exhibit 10.49


 


Execution Version


 


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


 


February 16, 2021


 


	Double Ventures Holdings Limited	Xiaoma (Sherman) Lu
	19/F On Hong Commercial Building	c/o East Stone Acquisition Corporation
	145 Hennessy Road	25 Mall Road, Suite 330
	Wanchai, Hong Kong	Burlington, MA 01803]
	Attn: Chunyi (Charlie) Hao	 
	 	 
	Navy Sail International Limited	Charlie Hao
	19/F On Hong Commercial Building	c/o East Stone Acquisition Corporation
	145 Hennessy Road	25 Mall Road, Suite 330
	Wanchai, Hong Kong	Burlington, MA 01803
	Attn: Chunyi (Charlie) Hao	 



 


Re: Forfeiture of Founder Shares


 

Ladies and Gentlemen:



 


Reference is made to that
certain Business Combination Agreement, dated as of the date hereof (as it may be amended, the “Business Combination Agreement”),
by and among (i) East Stone Acquisition Corporation, a British Virgin Islands business company (the “Purchaser”),
(ii) Navy Sail International Limited, a British Virgin Islands company, as Purchaser Representative, (iii) JHD Technologies Limited, a
Cayman Islands company (“Pubco”), (iii) Yellow River MergerCo Limited, a British Virgin Islands company and
a wholly-owned subsidiary of Pubco (“Merger Sub”), (iv) JHD Holdings (Cayman) Limited, a Cayman Islands company
(the “Company”), (v) solely for purposes of Section 10.3 and Articles XII and XIII, as applicable, Double Ventures
Holdings Limited, a British Virgin Islands business company (the “Sponsor”) and (vi) Yellow River (Cayman) Limited,
a Cayman Islands company (the “Primary Seller”), and each of the holders of the Company’s capital shares
that become parties to the Business Combination Agreement after the date hereof (each individually, a “Seller”,
and collectively with the Primary Seller, the “Sellers”). Unless otherwise defined herein, capitalized terms
used herein shall have the meanings ascribed thereto in the Business Combination Agreement.


 


In order to induce the
Company and the Purchaser to enter into the Business Combination Agreement, the Purchaser’s sponsor, Double Ventures Holdings
Limited, a British Virgin Islands business company (“Sponsor”), Xiaoma (Sherman) Lu, Chunyi (Charlie) Hao,
Navy Sail International Limited, a British Virgin Islands business company (collectively with the Sponsor, the “Primary
Initial Shareholders”) have agreed to enter into this letter agreement (this “Agreement”)
relating to the Founder Shares initially purchased by the Sponsor in a private placement prior to the IPO, which shares are
currently held by the Primary Initial Shareholders and certain other initial shareholders of Purchaser in such amounts as set forth
on Exhibit 1 hereto, and which shares represent approximately ninety eight percent (98%) of the outstanding Founder Shares as
of the date hereof.


 






     


     


    

 


For good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, each Primary Initial Shareholder hereby agrees as follows:


 


		1.	The Primary Initial Shareholders hereby agree that, if the
aggregate amount of Purchaser Cash is equal to or less than the aggregate amount of the Target Purchaser Cash, then, upon and subject
to the Closing, the Primary Initial Shareholders shall forfeit an aggregate number of Founder Shares equal to the aggregate number of
Forfeited Shares. The aggregate number of Forfeited Shares shall be forfeited by the Primary Initial Shareholders in proportion to their
respective Founder Pro Rata Share. 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 the Purchaser in certificated or book entry form (as applicable) for cancellation
by Purchaser.



 


		(a)	For purposes of this Agreement, the following definitions
shall apply:



 


		(i)	“Base Cash Amount” means the excess
of (x) the Target Purchaser Cash, over (y) the Minimum Purchaser Cash.



 


		(ii)	“Cash Shortfall” means the excess
of the Target Purchaser Cash over the Purchaser Cash at Closing; provided that if the Cash Shortfall exceeds the Base Cash
Amount, the Cash Shortfall shall be deemed to equal the Base Cash Amount.



 


		(iii)	“Forfeited Shares” means the product
of (x) the aggregate number of Founder Shares held by the Primary Initial Shareholders at the time of the Closing, multiplied by



 


		(v)	the Forfeiture Percentage.



 


		(iv)	“Forfeiture Percentage” means a percentage
equal to the product of 50% multiplied by a fraction (x) the numerator of which is the Cash Shortfall and (y) the denominator of which
is the Base Cash Amount.



 


		(v)	“Founder Pro Rata Share” means, with
respect to each Primary Initial Shareholder, the percentage determined by dividing the number of Founder Shares owned by such Primary
Initial Shareholder immediately prior to the Closing by the aggregate number of Founder Shares owned by all Primary Initial Shareholders
immediately prior to the Closing.



 


		(vi)	“Minimum Purchaser Cash” means an amount
of Purchaser Cash equal to [Seventy Million U.S. Dollars ($70,000,000)].



 


		(vii)	“Purchaser Cash” means the amount of
Purchaser’s cash and cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and
payment of the Redemption and the proceeds of any PIPE Investment immediately prior to the Closing).



 


		(viii)	“Target Purchaser Cash” means an amount
of Purchaser Cash equal to [One Hundred Million U.S. Dollars ($100,000,000)].



 


		2.	Notwithstanding anything to the contrary contained herein, no
fraction of a Founder Share will be forfeited by a Primary Initial Shareholder by virtue of this Agreement or the transactions contemplated
hereby, and the number of Founder Shares to be so forfeited shall instead be rounded down to the nearest whole Founder Share.



 






    2


     


    

 


		3.	This Agreement constitutes the entire agreement and understanding
of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations
by or among the parties hereto, written or oral, relating to the subject matter hereof. This Agreement may not be changed, amended, modified
or waived as to any particular provision, except by a written instrument executed by all parties hereto.



 


		4.	No party hereto may assign either this Agreement or any of its
rights, interests, or obligations hereunder without the prior written consent of the other parties hereto, and any purported assignment
in violation of the foregoing shall be null and void ab initio; provided, however, that each of Purchaser
and the Company may assign this Agreement or any of its rights, interests or obligations hereunder to any Person to whom it validly assigns
its rights, interests or obligations under the Business Combination Agreement without the written consent of the other parties hereto.
This Agreement shall be binding on the parties hereto and their respective successors and assigns.



 


		5.	No Primary Initial Shareholder may assign, alienate, pledge, attach, sell or otherwise transfer to any
Person (except to another Primary Initial Shareholder) or encumber in favor of any Person any Founder Share unless such Person executes
a joinder to this Agreement in form and substance reasonably satisfactory to Purchaser agreeing to be subject to and bound by all of the
terms and conditions of this Agreement applicable to a Primary Initial Shareholder. Any assignment, alienation, pledge, attachment, sale
or other transfer or encumbrance shall be null and void ab initio is such joinder is not delivered to Purchaser and the Company
prior thereto.



 


		6.	This Agreement shall be governed, enforced, construed and interpreted in a manner consistent with the
provisions of the Business Combination Agreement. The provisions set forth in Sections 12.4 through 12.9, 12.11 through 12.13 of the Business
Combination Agreement, as in effect as of the date hereof, are hereby incorporated by reference into, and shall be deemed to apply mutatis
mutandis to, this Agreement as if all references to the “Agreement” in such sections were instead references to this Agreement.



 


		7.	Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement
shall be in writing and shall be sent in the same manner as provided in Section 12.1 of the Business Combination Agreement, with notices
to the Purchaser, Pubco and the Company being sent to the addresses set forth therein, and with notices to the Primary Initial Shareholders
being sent to the addresses set forth on the first page of this Agreement (and with a copy for each Primary Initial Shareholder (which
shall not constitute notice) sent 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, in each
case with all copies as required thereunder.



 


		8.	This Agreement shall terminate at such time, if any, as the Business Combination Agreement is terminated
in accordance with its terms, and upon such termination this Agreement shall be null and void and of no effect whatsoever, and the parties
hereto shall have no obligations under this Agreement; provided that any such termination of this Agreement shall not relieve
any Primary Initial Shareholder of any liability due to a breach of any covenant prior to the date of such termination.



 


{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



 


[Additional Signatures on Following Page]


 


(Signature Page to Founder Share Letter)


 









     


     


    

 


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


 


	 	JHD HOLDINGS (CAYMAN) LIMITED
	 	 
	 	By:	                                                 
	 	Name:	 
	 	Title:	 



 


	 	EAST STONE ACQUISITION CORPORATION
	 	 
	 	By:	
	 	Name:	                                    
	 	Title:	 



 


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	 


 


[Signature Page to Founder Share Letter]


 






     


     


    

 


Exhibit 1


 


Founder Shares


 


	Initial Shareholder	 	Number of Founder Shares Owned*	 	 	Ownership Percentage*	 	 	Founder Pro Rata Share*	 
	Double Ventures Holdings Limited	 	 	1,500,000	 	 	 	43.48	%	 	 	44.17	%
	Navy Sail International Limited	 	 	750,000	 	 	 	21.74	%	 	 	22.08	%
	Chunyi (Charlie) Hao	 	 	1,026,000	 	 	 	29.74	%	 	 	30.21	%
	Xiaoma (Sherman) Lu	 	 	120,000	 	 	 	3.48	%	 	 	3.53	%
	Independent Directors	 	 	54,000	 	 	 	1.57	%	 	 	0	%
	TOTAL	 	 	3,450,000	 	 	 	100.000	%	 	 	100.000	%





 


		*	As of the date of this Agreement