5,000,000 Units DRAPER OAKWOOD TECHNOLOGY ACQUISITION, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 20th, 2017 • Draper Oakwood Technology Acquisition Inc. • Blank checks • New York
Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (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 and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • September 20th, 2017 • Draper Oakwood Technology Acquisition Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of September 14, 2017 is between Draper Oakwood Technology Acquisition, Inc., a Delaware corporation, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
Draper Oakwood Technology Acquisition, Inc. San Mateo, CA 94401Draper Oakwood Technology Acquisition Inc. • June 27th, 2017 • Blank checks • New York
We are pleased to accept the offer Draper Oakwood Investments LLC (the “Subscriber” or “you”) has made to purchase 1,437,500 shares of Class F common stock (the “Shares”), $.0001 par value per share (the “Class F Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 187,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2017 • Draper Oakwood Technology Acquisition Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 14th day of September, 2017, by and between Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNITY AGREEMENTIndemnity Agreement • September 11th, 2017 • Draper Oakwood Technology Acquisition Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2017, by and between DRAPER OAKWOOD TECHNOLOGY ACQUISITION, INC., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
EARLYBIRDCAPITAL, INC. New York, New York 10017 September 14, 2017Draper Oakwood Technology Acquisition Inc. • September 20th, 2017 • Blank checks • New York
This is to confirm our agreement whereby Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (“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 (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. 333-220180) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • August 25th, 2017 • Draper Oakwood Technology Acquisition Inc. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 24th day of August 2017, by and between Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company”), having its principal place of business at 55 East 3rd Ave., San Mateo, CA 94401, and Draper Oakwood Investments, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 55 East 3rd Ave., San Mateo, CA 94401.
RIGHT AGREEMENTRight Agreement • September 20th, 2017 • Draper Oakwood Technology Acquisition Inc. • Blank checks • New York
This Right Agreement (this “Agreement”) is made as of September 14, 2017 between Draper Oakwood Technology Acquisition, Inc., a Delaware corporation, with offices at c/o Draper Oakwood Investments, LLC, 55 East 3rd Ave., San Mateo, CA 94401 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, NY 10004-1561 (“Rights Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • August 25th, 2017 • Draper Oakwood Technology Acquisition Inc. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 24th day of August 2017, by and between Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company”), having its principal place of business at 55 East 3rd Ave., San Mateo, CA 94401, and EarlyBirdCapital, Inc., a Delaware corporation (the “Subscriber”), having its principal place of business at 366 Madison Avenue, New York, New York 10017.
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 5th, 2018 • Draper Oakwood Technology Acquisition Inc. • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of September 4, 2018 by and among (i) Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (together with its successors, “Purchaser”), (ii) DOTA Holdings Limited, a Cayman Islands exempted company (“Pubco”), (iii) DOTA Merger Subsidiary Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Merger Sub”), (iv) Draper Oakwood Investments, LLC, a Delaware limited liability company, in the capacity as the representative from and after the Closing (as defined below) for the shareholders of Pubco (other than the Sellers and their successors and assignees and the holders of Assumed Convertible Securities (as defined below)) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (v) Reebonz Limited, a Singapore corporation (the “Company”), and (vi) each of the holders of the Company’s outstanding capital shares named on Annex I hereto (colle
STOCK ESCROW AGREEMENTStock Escrow Agreement • September 20th, 2017 • Draper Oakwood Technology Acquisition Inc. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of September 14, 2017 (“Agreement”), by and among DRAPER OAKWOOD TECHNOLOGY ACQUISITION, INC., a Delaware corporation (“Company”), DRAPER OAKWOOD INVESTMENTS, LLC, a Delaware limited liability company (the “Founder”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 20th, 2017 • Draper Oakwood Technology Acquisition Inc. • Blank checks • New York
This Agreement is made as of September 14, 2017 by and between Draper Oakwood Technology Acquisition, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
BACKSTOP AGREEMENTBackstop Agreement • December 17th, 2018 • Draper Oakwood Technology Acquisition Inc. • Retail-retail stores, nec • New York
September 14, 2017Letter Agreement • September 20th, 2017 • Draper Oakwood Technology Acquisition Inc. • 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 Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), one right entitling the holder to one-tenth of one share of Common Stock (each a “Right”), and one half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
September 14, 2017Draper Oakwood Technology Acquisition Inc. • September 20th, 2017 • 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 Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), one right entitling the holder to one-tenth of one share of Common Stock (each, a “Right”), and one half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
FORM OF LOCK-UP AGREEMENTForm of Lock-Up Agreement • September 5th, 2018 • Draper Oakwood Technology Acquisition Inc. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 4, 2018 by and among (i) DOTA Holdings Limited, a Cayman Island corporation (together with its successors, “Pubco”), (ii) Draper Oakwood Investments, LLC, a Delaware limited liability company, in the capacity under the Business Combination Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance with the Business Combination Agreement, the “Purchaser Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
DRAPER OAKWOOD TECHNOLOGY ACQUISITION, INC. c/o Draper Oakwood Investments, LLCDraper Oakwood Technology Acquisition Inc. • September 11th, 2017 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Draper Oakwood Technology Acquisition, Inc. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Draper Oakwood Investments, LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 55 East 3rd Ave., San Mateo, CA 94401 (or any successor location). In exchange therefor, the Company shall pay Draper Oakwood Investments, LLC the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination
DRAPER OAKWOOD TECHNOLOGY ACQUISITION, INC. c/o Draper Oakwood Investments, LLCDraper Oakwood Technology Acquisition Inc. • September 20th, 2017 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Draper Oakwood Technology Acquisition, Inc. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Draper Oakwood Investments, LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 55 East 3rd Ave., San Mateo, CA 94401 (or any successor location). In exchange therefor, the Company shall pay Draper Oakwood Investments, LLC the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination
SERVICES AGREEMENTServices Agreement • August 25th, 2017 • Draper Oakwood Technology Acquisition Inc. • Blank checks • California
The SERVICES AGREEMENT (the “Services Agreement”) dated as of [______], 2017 (“Effective Date”), by and between Draper Venture Network, Inc., a Delaware corporation (the "Service Provider"), and Draper Oakwood Technology Acquisition, Inc. (“DOTA”) (each individually referred to herein as a “Party” and collectively as the “Parties”).
