REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 9th, 2020 • Distoken Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (the “Representative”, and the Sponsor, the Representative, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
4,000,000 Units DISTOKEN ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • October 9th, 2020 • Distoken Acquisition Corp • Blank checks • New York
Distoken Acquisition Corporation, a Cayman 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 and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows (provided that to the extent there is only one Underwriter, then all references to Representative and Underwriters shall mean EarlyBirdCapital, as the Underwriter):
RIGHTS AGREEMENTRights Agreement • October 9th, 2020 • Distoken Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [ ], 2020 between Distoken Acquisition Corporation, a Cayman Islands exempted company with number 363925, with offices at Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road, Panlong District, Kunming, Yunnan, China (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • October 9th, 2020 • Distoken Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [__] day of [________], 2020, by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business Unit 1006, Block C, Jinshangjun Park, No. 2 Xiaoba Road, Panlong District, Kunming, Yunnan, China, and Xiaosen Sponsor LLC (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 9th, 2020 • Distoken Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Distoken Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[·] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, China Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 9th, 2020 • Distoken Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc. (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 4,600,000 of the Company’s units (including up to 600,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), one-half of one warrant (each whole warrant, a “Warrant”) and one right (the “Right”). Each Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each Right entitles the holder thereof to receive one-tenth
WARRANT AGREEMENT between DISTOKEN ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • October 9th, 2020 • Distoken Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2020, is by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 9th, 2020 • Distoken Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Distoken Acquisition Corp • October 9th, 2020 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Distoken Acquisition Corporation, a Cayman Islands company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or 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. 333-248822) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • October 9th, 2020 • Distoken Acquisition Corp • Blank checks • New York
This Securities Subscription Agreement (this “Agreement”), effective as of July 8, 2020, is made and entered into by and between Distoken Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Xiaosen Sponsor LLC, a Cayman Islands limited liability company (the “Buyer”).
Distoken Acquisition Corporation Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District Kunming, Yunnan, ChinaDistoken Acquisition Corp • October 9th, 2020 • Blank checks • New York
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 Distoken Acquisition Corporation (the “Company”) 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”), Xiaosen Sponsor 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, at Unit 1006, Block C, Jinshangjun Park No. 2 Xiaoba Road, Panlong District, Kunming, Yunnan, China. In exchange therefore, the Company shall pay Xiaosen Sponsor LLC $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
