SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 5th, 2019 • Reebonz Holding LTD • Retail-catalog & mail-order houses • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 4, 2019, is by and among Reebonz Holdings Limited, a company organized under the laws of the Cayman Islands, with offices located at 5 Tampines North Drive 5, #07-00, Singapore 528548 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 5th, 2019 • Reebonz Holding LTD • Retail-catalog & mail-order houses • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 4, 2019, is by and among Reebonz Holdings Limited, a company organized under the laws of the Cayman Islands, with offices located at 5 Tampines North Drive 5, #07-00, Singapore 528548 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
REEBONZ HOLDING LTD. UNDERWRITING AGREEMENT 2,150,000 ORDINARY SHARES AND 2,150,000 WARRANTSUnderwriting Agreement • April 17th, 2019 • Reebonz Holding LTD • Retail-catalog & mail-order houses • New York
Reebonz Holding Limited, an exempted company incorporated in the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC (“Roth”) and Maxim Group LLC (“Maxim”) are acting as representatives (the “Representatives”), (i) an aggregate of 2,150,000 ordinary shares, par value US$0.0008 per share (the “Ordinary Shares”), of the Company (the “Firm Shares”), and, at the election of the Underwriters, up to additional 322,500 shares (the “Option Shares”) and (ii) an aggregate of 2,150,000 warrants to purchase Ordinary Shares (the “Firm Warrants”) and, at the election of the Underwriters, up to 322,500 additional warrants (the “Option Warrants” and collectively with the Firm Warrants, the “Warrants”). The Firm Shares and the Firm Warrants may be collectively referred to herein as the “Firm Securities”. The Option
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • September 5th, 2018 • DOTA Holdings LTD • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of September 4, 2018, by the undersigned shareholder of the Company (as defined below) (the “Subject Party”) in favor of and for the benefit of DOTA Holdings Limited, a Cayman Island corporation, which will be known after the consummation of the transactions contemplated by the Business Combination Agreement (as defined below) as “Reebonz Holding Limited” (“Pubco”), Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (“Purchaser”), Reebonz Limited, a Singapore corporation (the “Company”), and each of Pubco’s, Purchaser’s and/or the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries (collectively with Pubco, Purchaser and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
BACKSTOP AGREEMENTBackstop Agreement • March 15th, 2019 • Reebonz Holding LTD • Retail-catalog & mail-order houses • New York
Reebonz Holding Limited and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of April 17, 2019 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • April 17th, 2019 • Reebonz Holding LTD • Retail-catalog & mail-order houses • New York
WARRANT AGENCY AGREEMENT, dated as of April 17, 2019 (“Agreement”), between Reebonz Holding Limited, an exempted company incorporated in the Cayman Islands (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 26th, 2018 • Reebonz Holding LTD • Retail-catalog & mail-order houses
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “First Amendment”) is entered into on December 19, 2018, and shall be effective as of the Effective Date (defined below), by and among (i) Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company”), (ii) DOTA Holdings Limited, a Cayman Island corporation, which will be known after the consummation of the transactions contemplated by the Business Combination Agreement (as defined below) as “Reebonz Holding Limited” (“Pubco”), (iii) Draper Oakwood Investments, LLC, a Delaware limited liability company (“Sponsor”), and (iv) EarlyBirdCapital, Inc., a Delaware corporation (“EarlyBird”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (as defined below) (and if such term is not defined in the Registration Rights Agreement, then the Business Combination Agreement).
Reebonz Holding Limited and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of [_____], 2019 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • April 4th, 2019 • Reebonz Holding LTD • Retail-catalog & mail-order houses • New York
WARRANT AGENCY AGREEMENT, dated as of [____], 2019 (“Agreement”), between Reebonz Holding Limited, an exempted company incorporated in the Cayman Islands (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
ORDINARY SHARE PURCHASE WARRANT REEBONZ HOLDING LIMITEDSecurity Agreement • May 14th, 2019 • Reebonz Holding LTD • Retail-catalog & mail-order houses • New York
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Reebonz Holding Limited, an exempted company incorporated in the Cayman Islands (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDMENT NO. 1 TO BACKSTOP AGREEMENTBackstop Agreement • March 15th, 2019 • Reebonz Holding LTD • Retail-catalog & mail-order houses
This Amendment No. 1, dated as of March 14, 2019 (this “Amendment) to that certain Backstop Agreement (the “Agreement”) dated December 14, 2018 by and among (i) Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company”), (ii) Reebonz Holding Limited (f/k/a DOTA Holdings Limited), a Cayman Islands exempted company (“Pubco”), (iii) the investor identified on the signature page hereto (“Investor”), and (iv) for certain limited purposes, Cowen and Company, LLC (the “Broker”), is intended to effectuate the following changes to the Agreement.
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • May 14th, 2019 • Reebonz Holding LTD • Retail-catalog & mail-order houses • New York
This Warrant Exercise Agreement (this “Agreement”) is dated as of May 14, 2019 (the “Effective Date”), by and between Reebonz Holding Limited, a Cayman Islands exempted company (the “Company”) and the undersigned investor (the “Holder”).
SHAREHOLDERS AGREEMENTShareholder Agreement • November 7th, 2018 • DOTA Holdings LTD • Retail-catalog & mail-order houses
FORBEARANCE AND AMENDMENT AGREEMENTForbearance and Amendment Agreement • March 4th, 2020 • Reebonz Holding LTD • Retail-catalog & mail-order houses • New York
This Forbearance and Amendment Agreement (“Agreement”) is made and entered into this 4th day of March, 2020, by and between, ALTO OPPORTUNITY MASTER FUND, SPC – SEGREGATED MASTER PORTFOLIO B (the “Investor”) and Reebonz Holdings Limited, a company organized under the laws of the Cayman Islands, with offices located at 5 Tampines North Drive 5, #07-00, Singapore 528548 (the “Company”) (collectively, the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 5th, 2018 • DOTA Holdings LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of September 4, 2018, by and among (i) DOTA Holdings Limited, a Cayman Island corporation, which will be known after the consummation of the transactions contemplated by the Business Combination Agreement (as defined below) as “Reebonz Holding Limited” (including any successor entity thereto “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 therewith, the “Purchaser Representative”), and (iii) the undersigned parties listed as Investors on Exhibit A hereto (each, an “Investor” and collectively, the “Investors”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
FORM OF AMENDMENT TO STOCK ESCROW AGREEMENTStock Escrow Agreement • September 17th, 2018 • DOTA Holdings LTD
THIS AMENDMENT TO STOCK ESCROW AGREEMENT (this “Amendment”) is made and entered into as of [●], 2018, by and among (i) Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company”), (ii) DOTA Holdings Limited, a Cayman Islands exempted company, which will be known after the consummation of the transactions contemplated by the Business Combination Agreement (as defined below) as “Reebonz Holding Limited” (“Pubco”), (iii) Draper Oakwood Investments, LLC, a Delaware limited liability company (“Founder”), and (iv) Continental Stock Transfer & Trust Company, a Delaware corporation, as escrow agent (“Escrow Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Stock Escrow Agreement (as defined below) (and if such term is not defined in the Stock Escrow Agreement, then the Business Combination Agreement).
AMENDMENT NO. 1 TO BACKSTOP AGREEMENTBackstop Agreement • March 15th, 2019 • Reebonz Holding LTD • Retail-catalog & mail-order houses
This Amendment No. 1, dated as of February 26, 2019 (this “Amendment) to that certain Backstop Agreement (the “Agreement”) dated December 14, 2018 by and among (i) Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company”), (ii) Reebonz Holding Limited (f/k/a DOTA Holdings Limited), a Cayman Islands exempted company (“Pubco”), (iii) the investor identified on the signature page hereto (“Investor”), and (iv) for certain limited purposes, Cowen and Company, LLC (the “Broker”), is intended to effectuate the following changes to the Agreement.
SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • November 7th, 2018 • DOTA Holdings LTD • Retail-catalog & mail-order houses
AMENDMENT TO STOCK ESCROW AGREEMENTStock Escrow Agreement • December 26th, 2018 • Reebonz Holding LTD • Retail-catalog & mail-order houses
THIS AMENDMENT TO STOCK ESCROW AGREEMENT (this “Amendment”) is made and entered into as of December 19, 2018, by and among (i) Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company”), (ii) DOTA Holdings Limited, a Cayman Islands exempted company, which will be known after the consummation of the transactions contemplated by the Business Combination Agreement (as defined below) as “Reebonz Holding Limited” (“Pubco”), (iii) Draper Oakwood Investments, LLC, a Delaware limited liability company (“Founder”), and (iv) Continental Stock Transfer & Trust Company, a Delaware corporation, as escrow agent (“Escrow Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Stock Escrow Agreement (as defined below) (and if such term is not defined in the Stock Escrow Agreement, then the Business Combination Agreement).
