REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2021 • Distoken Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, 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”), I-Bankers Securities, 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”).
DISTOKEN ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • August 30th, 2021 • Distoken Acquisition Corp • Blank checks • New York
Distoken Acquisition Corporation, a Cayman Islands company (the “Company”), hereby confirms its agreement with I-Bankers Securities, 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 I-Bankers, as the Underwriter):
RIGHTS AGREEMENTRights Agreement • August 30th, 2021 • Distoken Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [ ], 2021 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 • August 30th, 2021 • Distoken Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [__] day of [________], 2021, 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 • August 30th, 2021 • 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 [·], 2021 (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 • August 30th, 2021 • 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 I-Bankers Securities, Inc. (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 5,750,000 of the Company’s units (including up to 750,000 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-t
WARRANT AGREEMENTWarrant Agreement • August 30th, 2021 • Distoken Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, 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”).
I-BANKERS SECURITIES, INC. New York, NY 10017Distoken Acquisition Corp • August 30th, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Distoken Acquisition Corporation, a Cayman Islands company (“Company”), has requested I-Bankers Securities, 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”).
