6,000,000 Units DT Cloud Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • February 23rd, 2024 • DT Cloud Acquisition Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2024 • DT Cloud Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the February 20, 2024, by and among DT Cloud Acquisition Corporation, a Cayman Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • October 6th, 2022 • DT Cloud Acquisition Corp • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [_____], 2022 between DT Cloud Acquisition Corporation, a Cayman Islands company with limited liability, with its principal executive office at [●] (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004-1561, as warrant agent (the “Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 23rd, 2024 • DT Cloud Acquisition Corp • Blank checks • New York
This Agreement, made and entered into effective as of February 20, 2024 (“Agreement”), by and between DT Cloud Acquisition Corporation, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
RIGHTS AGREEMENTRights Agreement • February 23rd, 2024 • DT Cloud Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of February 20, 2024 between DT Cloud Acquisition Corporation, a Cayman Islands business company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as rights agent (the “Rights Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 23rd, 2024 • DT Cloud Acquisition Corp • Blank checks
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
DT Cloud Acquisition Corporation London United Kingdom, WC2H 7HF Brookline Capital Markets, a division of Arcadia Securities, LLC New York, NY 10022Underwriting Agreement • February 23rd, 2024 • DT Cloud Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between DT Cloud Acquisition Corporation, a Cayman Islands company (the “Company”), and Brookline Capital Markets, a division of Arcadia Securities, LLC, as the representative (the “Representative”) of the underwriters named on Schedule A 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 of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-seventh (1/7) of one Ordinary Share (“Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
DT Cloud Acquisition Corporation London United Kingdom, WC2H 7HF Brookline Capital Markets, a division of Arcadia Securities, LLC New York, NY 10022Underwriting Agreement • February 23rd, 2024 • DT Cloud Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between DT Cloud Acquisition Corporation, a Cayman Islands company (the “Company”), and Brookline Capital Markets, a division of Arcadia Securities, LLC, as the representative (the “Representative”) of the underwriters named on Schedule A 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 of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-seventh (1/7) of one Ordinary Share (“Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
FORM OF SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • October 23rd, 2024 • DT Cloud Acquisition Corp • Blank checks • New York
This Shareholder Support Agreement (this “Agreement”) is made and entered into as of October 22, 2024, by and among DT Cloud Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), Maius Pharmaceutical Co., Ltd., an exempted company incorporated with limited liability in the Cayman Islands (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 SPAC, 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).
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 23rd, 2024 • DT Cloud Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of February 20, 2024 (“Agreement”), by and among DT CLOUD ACQUISITION CORPORATION, a Cayman Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited liability trust company (the “Escrow Agent”).
Administration Service AgreementAdministration Service Agreement • February 23rd, 2024 • DT Cloud Acquisition Corp • Blank checks
This Administration Service Agreement (the “Agreement”) dated this 20th day of February, 2024 is between DT Cloud Capital Corp., herein referred to as “Service Provider” and DT Cloud Acquisition Corporation, herein referred to as “Customer”.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • October 23rd, 2024 • DT Cloud Acquisition Corp • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of October 22, 2024 by and among DT Cloud Acquisition Corporation., a Cayman Islands exempted company (“SPAC”), Maius Pharmaceutical Co., Ltd., a Cayman Islands exempted company (the “Company”), Maius Pharmaceutical Group Co., Ltd., a Cayman Islands exempted company (“Pubco”) and the undersigned shareholder (the “Holder”).
Administration Service AgreementAdministration Service Agreement • August 31st, 2022 • DT Cloud Acquisition Corp
This Administration Service Agreement (the “Agreement”) dated this __ day of [ ], 2022 is between DT Cloud Capital Corp., herein referred to as “Service Provider” and DT Cloud Acquisition Corporation, herein referred to as “Customer”.
SUPPORT AND LOCK-UP AGREEMENTSupport and Lock-Up Agreement • October 23rd, 2024 • DT Cloud Acquisition Corp • Blank checks
This SUPPORT AND LOCK-UP AGREEMENT, dated as of October 22, 2024 (this “Agreement”), is entered into by and among DT Cloud Capital Corp., a BVI business company (“Sponsor”), Maius Pharmaceutical Co., Ltd., an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), Maius Pharmaceutical Group Co., Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), and DT Cloud Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the business combination agreement entered into by and among SPAC, the Company, Pubco and the other parties named therein as of the date hereof (the “Business Combination Agreement”).
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • October 23rd, 2024 • DT Cloud Acquisition Corp • Blank checks • New York
This BUSINESS COMBINATION AGREEMENT (as the same may be amended, restated, supplemented or modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of October 22, 2024, is entered into by and among DT Cloud Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), Maius Pharmaceutical Co., Ltd., a Cayman Islands exempted company (the “Company”), Maius Pharmaceutical Group Co., Ltd., a Cayman Islands exempted company (“Pubco”), Chelsea Merger Sub 1 Limited, a Cayman Islands exempted company (“Merger Sub 1”), Chelsea Merger Sub 2 Limited, a Cayman Islands exempted company (“Merger Sub 2”) and XXW Investment Limited, a BVI business company, as the Company Shareholders’ Representative (the “Shareholders’ Representative”).
