6,000,000 Units DT Asia Investments Limited UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2014 • DT Asia Investments LTD • Blank checks • New York
DT Asia Investments Limited, a British Virgin Islands company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the “Representative,” with the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2014 • DT Asia Investments LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the September 30, 2014, by and among DT Asia Investments Limited, a British Virgin Islands company (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2018 • China Lending Corp • Miscellaneous business credit institution • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 5, 2018, is by and among China Lending Corporation, a company organized under the laws of the British Virgin Islands with headquarters located at 11th Floor, Satellite Building, 473 Satellite Road, Economic Technological Development Zone, Urumqi, Xinjiang, China (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
RIGHTS AGREEMENTRights Agreement • October 6th, 2014 • DT Asia Investments LTD • Blank checks • New York
Agreement made as of September 30, 2014 between DT Asia Investments Limited, a British Virgin Islands Company, with offices at Room 1102, 11/F., Beautiful Group Tower, 77 Connaught Road Central, Hong Kong (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Right Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • August 27th, 2014 • DT Asia Investments LTD • Blank checks • Virgin Islands
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 26th day of August, 2014 by and between DT Asia Investments Limited, a British Virgin Islands business company (the “Company”), having its principal place of business at Room 1102, 11/F., Beautiful Group Tower, 77 Connaught Road Central, Hong Kong, and EarlyBirdCapital, Inc. (the “Purchaser”).
ROAN HOLDINGS GROUP CO., LTD. INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • October 10th, 2023 • Roan Holdings Group Co., Ltd. • Miscellaneous business credit institution
This DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of this 27th day of September, 2023 (the “Effective Date”), by and between Roan Holdings Group Co., Ltd. (the “Company”) and Michael Fowler (the “Independent Director”).
EARLYBIRDCAPITAL, INC. New York, New York 10016Advisory Agreement • October 6th, 2014 • DT Asia Investments LTD • Blank checks • New York
This is to confirm our agreement whereby DT Asia Investments Limited, a British Virgin Islands company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-197187) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
WARRANT AGREEMENTWarrant Agreement • August 27th, 2014 • DT Asia Investments LTD • Blank checks • New York
Agreement made as of ______, 2014 between DT Asia Investments Limited, a British Virgin Islands company, with offices at Room 1102, 11/F., Beautiful Group Tower, 77 Connaught Road Central, Hong Kong (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
DT Asia Investments Limited New York, NY 10017Securities Purchase Agreement • August 27th, 2014 • DT Asia Investments LTD • Blank checks • Virgin Islands
We are pleased to accept the offer you (the “Subscriber”) have made to purchase an aggregate of 1,625,000 ordinary shares (the “Shares”) of no par value per share (the “Ordinary Shares”), up to 225,000 of which Shares are subject to complete or partial forfeiture (the “forfeiture”) by you if the underwriters of the initial public offering (“IPO”) of DT Asia Investments Limited, a British Virgin Islands company (the “Company”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’ agreements regarding such Shares, are as follows:
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • January 13th, 2016 • DT Asia Investments LTD • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [●], 2016 by [_____________], a business company incorporated in the British Virgin Islands with limited liability (“Seller”) [and ______________, an individual that is a shareholder of Seller or otherwise serving as officer, director, manager or employee of Seller and serving as a shareholder, director, officer, manager or employee of the Company (as defined below) or any of its Subsidiaries (including China Lending and its Subsidiaries) (“Manager” and, together with Seller, the “Subject Parties”)],1 in favor of and for the benefit of DT Asia Investments Limited, a business company incorporated in the British Virgin Islands with limited liability, which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement (as defined below) as “China Direct Lending Corporation” (“Purchaser”), Adrie Global Holdings Limited, a business company inco
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 23rd, 2014 • DT Asia Investments LTD • Blank checks • New York
This Agreement is made as of [•], 2014 by and between DT Asia Investments Limited (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • October 6th, 2014 • DT Asia Investments LTD • Blank checks • New York
Agreement made as of September 30, 2014 between DT Asia Investments Limited, a British Virgin Islands company, with offices at Room 1102, 11/F., Beautiful Group Tower, 77 Connaught Road Central, Hong Kong (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
Ms. Jingping Li Chairwoman & CEO China Lending CorporationExclusive Placement Agent Agreement • July 6th, 2018 • China Lending Corp • Miscellaneous business credit institution • New York
DT Asia Investments Limited Room 1102, 11/F., Beautiful Group Tower, Hong KongUnderwriting Agreement • September 23rd, 2014 • DT Asia Investments LTD • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between DT Asia Investments Limited, a British Virgin Islands Company (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule 1 thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share, no par value in the Company (the “Ordinary Shares”), one right (“Right”) to receive one-tenth of one Ordinary Share upon consummation of the Company’s initial Business Combination and one warrant (the “Warrant”) to purchase one-half of one Ordinary Share. Certain capitalized terms used herein are defined in paragraph 16 hereof.
Employment AgreementEmployment Agreement • September 13th, 2016 • China Lending Corp • Miscellaneous business credit institution
Address: Room1301,Unit2,Building3,Xiang Yang Community (Second Section),78 Xinquan Street,Tianshan District, Urumqi, Xinjiang, China
EARLYBIRDCAPITAL, INC. New York, New York 10016Merger Agreement • August 6th, 2014 • DT Asia Investments LTD • Blank checks • New York
This is to confirm our agreement whereby DT Asia Investments Limited, a British Virgin Islands company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-197187) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
Employment AgreementEmployment Agreement • December 14th, 2023 • Roan Holdings Group Co., Ltd. • Miscellaneous business credit institution
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • September 23rd, 2014 • DT Asia Investments LTD • Blank checks • Virgin Islands
This WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 22nd day of September, 2014 by and between DT Asia Investments Limited, a British Virgin Islands business company (the “Company”), having its principal place of business at Room 1102, 11/F., Beautiful Group Tower, 77 Connaught Road Central, Hong Kong, and DeTiger Holdings Limited (the “Purchaser”).
INDEMNITY AGREEMENTIndemnification Agreement • September 11th, 2014 • DT Asia Investments LTD • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2014, by and between DT ASIA INVESTMENTS LIMITED., a British Virgin Islands business company organized with limited liability (the “Company”), and _____________ (“Indemnitee”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 13th, 2016 • DT Asia Investments LTD • Blank checks • New York
Lease AgreementLease Agreement • May 15th, 2023 • Roan Holdings Group Co., Ltd. • Miscellaneous business credit institution
In accordance with the Agreement Law of the People’s Republic of China and other laws and regulations, Party A and Party B hereby enter into the Agreement (“Agreement”) on the leasing of the House located at 147 Ganshui Lane, Shangcheng District, Hangzhou city (“House”) through full consultation on the principle of fairness, mutual benefit and reciprocity.
September 30, 2014Underwriting Agreement • October 6th, 2014 • DT Asia Investments LTD • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between DT Asia Investments Limited, a British Virgin Islands Company (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule 1 thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share, no par value in the Company (the “Ordinary Shares”), one right (“Right”) to receive one-tenth of one Ordinary Share upon consummation of the Company’s initial Business Combination and one warrant (the “Warrant”) to purchase one-half of one Ordinary Share. Certain capitalized terms used herein are defined in paragraph 16 hereof.
SHARE ESCROW AGREEMENTShare Escrow Agreement • October 6th, 2014 • DT Asia Investments LTD • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of September 30, 2014 (“Agreement”), by and among DT ASIA INVESTMENTS LIMITED, a British Virgin Islands Company (“Company”), detiger holdings limited (“DHL”), emily chui-hung tong, stephen n. cannon, haibin wang, foelan wong, hai wang and jason kon man wong (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Employment AgreementEmployment Agreement • August 14th, 2020 • Roan Holdings Group Co., Ltd. • Miscellaneous business credit institution
ESCROW AGREEMENTEscrow Agreement • July 11th, 2016 • China Lending Corp • Miscellaneous business credit institution • New York
This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of July 6, 2016, by and among: (i) DT Asia Investments Limited, a business company incorporated in the British Virgin Islands, which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement (as defined below) as “China Lending Corporation” (“Purchaser”); (ii) Li Jingping, an individual residing in the Xinjiang Province in the People’s Republic of China, in the capacity as the Seller Representative under the Share Exchange Agreement (including any successor Seller Representative appointed pursuant to and in accordance with Section 12.15 of the Share Exchange Agreement, the “Seller Representative”); and (iii) Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meaning given to such terms in the Share Exchange Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 11th, 2016 • China Lending Corp • Miscellaneous business credit institution • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 6, 2016, by and among (i) DT Asia Investments Limited, a British Virgin Islands company which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement (as defined below) as “China Lending Corporation” (the “Company”), (ii) DeTiger Holdings Limited, a British Virgin Islands company, in its capacity under the Share Exchange Agreement as the DT Representative (including any successor DT Representative in accordance with the Share Exchange Agreement, the “DT Representative”), and (iii) the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
Lease AgreementLease Agreement • June 26th, 2020 • Roan Holdings Group Co., Ltd. • Miscellaneous business credit institution
Premises Lease ContractPremises Lease Contract • May 15th, 2023 • Roan Holdings Group Co., Ltd. • Miscellaneous business credit institution
According to the Contract Law of the People’s Republic of China and relevant laws and regulations, Party A leases the premises it holds to Party B on the basis of equality, voluntariness, and mutual consensus. For the purpose to clarify the rights and obligations of the parties, it is hereby concluded the Premises Lease Contract (hereinafter referred to as the “Contract”).
Equity Transfer AgreementEquity Transfer Agreement • April 22nd, 2022 • Roan Holdings Group Co., Ltd. • Miscellaneous business credit institution • Hong Kong
Party A: ADRIE GLOBAL HOLDINGS LIMITED (“ADRIE”), a limited company established and existing under the laws of the British Virgin Islands, the registration number is 1850262, the registration address is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
Labor Contract (Non-fixed-term Contract)Labor Contract • July 11th, 2016 • China Lending Corp • Miscellaneous business credit institution
According to the Labor Law of the People's Republic of China, Labor Contract Law of the People's Republic of China and other applicable laws and regulations, Party A and Party B have hereby entered into this labor contract (the “Contract”) and promise to abide by it according to the principles of legitimacy, justice, equality, friendly negotiation, honesty and integrity.
LOCK-UP AGREEMENTLock-Up Agreement • July 11th, 2016 • China Lending Corp • Miscellaneous business credit institution • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of July 6, 2016 by and among (i) DT Asia Investments Limited, a business company incorporated in the British Virgin Islands with limited liability which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement (as defined below) as “China Lending Corporation” (including any successor entity thereto, “Purchaser”), (ii) DeTiger Holdings Limited, a business company incorporated in the British Virgin Islands with limited liability, in its capacity under the Share Exchange Agreement as the DT Representative (including any successor DT Representative in accordance with the Share Exchange Agreement, the “DT Representative”), and (iii) each of the persons listed on Schedule A hereto (collectively, the “Restricted Holders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Share Exchange Agreement.
Framework AgreementFramework Agreement • June 26th, 2020 • Roan Holdings Group Co., Ltd. • Miscellaneous business credit institution
Party A: China Fenghui Industrial Financial Holding Group Co. Limited (referred to as “Transferor”), a company established under the laws of Hong Kong, the authorized representative is Li Jingping.
LOCK-UP AGREEMENTLock-Up Agreement • January 13th, 2016 • DT Asia Investments LTD • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of [●], 2016 by and among (i) DT Asia Investments Limited, a business company incorporated in the British Virgin Islands with limited liability which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement (as defined below) as “China Direct Lending Corporation” (including any successor entity thereto, “Purchaser”), (ii) DeTiger Holdings Limited, a business company incorporated in the British Virgin Islands with limited liability, in its capacity under the Share Exchange Agreement as the DT Representative (including any successor DT Representative in accordance with the Share Exchange Agreement, the “DT Representative”), and (iii) each of the persons listed on Schedule A hereto (collectively, the “Restricted Holders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Share Exchange Agreement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 6th, 2014 • DT Asia Investments LTD • Blank checks • New York
This Agreement is made as of September 30, 2014 by and between DT Asia Investments Limited (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Employment AgreementEmployment Agreement • January 17th, 2017 • China Lending Corp • Miscellaneous business credit institution
