6,000,000 Units DT CLOUD STAR ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2024 • DT Cloud Star Acquisition Corp • Blank checks • New York
DT Cloud Star Acquisition Corporation, a Cayman Islands exempted company with limited liability (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as the representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”):
DT Cloud Star Acquisition Corporation Camana Bay Grand Cayman KY1-9009 Cayman Islands January 31, 2024Securities Subscription Agreement • April 29th, 2024 • DT Cloud Star Acquisition Corp • New York
This securities subscription agreement (this “Agreement”) is entered into on January 31, 2024, by and between DT Cloud Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and DT Cloud Star Management Limited, a British Virgin Islands business company (the “Subscriber” or “you”). Pursunat to the terms hereof, the Company is pleased to accept the Subscriber has made to subscribe for and purchase 1,725,000 ordinary shares (the “Shares”), $0.0001 par value per share (the “Ordinary Shares”), up to 225,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) 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’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2024 • DT Cloud Star Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 24, 2024, by and among DT Cloud Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), DT Cloud Star Management Limited, a British Virgin Islands business company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Investors” (each such party, together with the Sponsor, an “Investor” and collectively, the “Investors”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 26th, 2024 • DT Cloud Star Acquisition Corp • Blank checks • New York
This Agreement, made and entered into effective as of July 24, 2024 (“Agreement”), by and between DT Cloud Star Acquisition Corporation, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 26th, 2024 • DT Cloud Star Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 24, 2024, by and between DT CLOUD STAR ACQUISITION CORPORATION, a Cayman Islands exempted company (the “Company”), Wilmington Trust, National Association, a national banking association (the “Trustee”), and VStock Transfer LLC, as the transfer agent for the Company’s securities (“VStock)”.
DT CLOUD STAR ACQUISITION CORPORATION PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • July 26th, 2024 • DT Cloud Star Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of July 24, 2024, by and between DT Cloud Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal executive office at Floors 1 through 3, 175 Pearl Street, Brooklyn, New York 11201, and DT Cloud Star Management Limited, a British Virgin Islands company (the “Purchaser”).
DT CLOUD STAR ACQUISITION CORPORATION RIGHTS AGREEMENTRights Agreement • July 26th, 2024 • DT Cloud Star Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of July 24, 2024 between DT Cloud Star Acquisition Corporation, a Cayman Islands exempt company with principal executive office at Floors 1 through 3, 175 Pearl Street, Brooklyn, New York 11201 (the “Company”) and VStock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598 (“Rights Agent”).
DT Cloud Star Acquisition Corporation Floors 1 through 3, 175 Pearl Street Brooklyn, New York 11201 New York, New York 10022Underwriting Agreement • July 26th, 2024 • DT Cloud Star 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 Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and A.G.P./Alliance Global Partners, 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-ninth (1/9) of one Ordinary Share (“Rights”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • July 26th, 2024 • DT Cloud Star Acquisition Corp • Blank checks
This letter agreement (this “Agreement”) by and between DT Cloud Star Acquisition Corporation (the “Company”) and DT Cloud Star Management Limited (“DT Star Mgmt”), dated as of the date hereof, will confirm our mutual agreement that, commencing on the first date (the “Effective Date”) that any securities of the Company registered on the Company’s registration statement on Form S-1 (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the Nasdaq Stock Market and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “ Termination Date”), DT Star Mgmt shall make available, or cause to be made available, to the Company certain office space, utilities and secretarial and administrative services as may be required by the Company from time to time, situated at 175 Pearl
DT CLOUD STAR ACQUISITION CORPORATION RIGHTS AGREEMENTRights Agreement • July 9th, 2024 • DT Cloud Star Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of ______ 2024 between DT Cloud Star Acquisition Corporation, a Cayman Islands exempt company with principal executive office at Floors 1 through 3, 175 Pearl Street, Brooklyn, New York 11201 (the “Company”) and VStock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598 (“Rights Agent”).
