6,000,000 Units DT Asia Investments Limited UNDERWRITING AGREEMENTUnderwriting Agreement • August 27th, 2014 • DT Asia Investments LTD • Blank checks • New York
DT Asia Investments Limited, a British Virgin 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,” with the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 27th, 2014 • DT Asia Investments LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the September [•], 2014, by and among DT Asia Investments Limited, a British Virgin Islands company (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • August 27th, 2014 • DT Asia Investments LTD • Blank checks • Virgin Islands
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 26th day of August, 2014 by and between DT Asia Investments Limited, a British Virgin Islands business company (the “Company”), having its principal place of business at Room 1102, 11/F., Beautiful Group Tower, 77 Connaught Road Central, Hong Kong, and EarlyBirdCapital, Inc. (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • August 27th, 2014 • DT Asia Investments LTD • Blank checks • New York
Agreement made as of ______, 2014 between DT Asia Investments Limited, a British Virgin Islands company, with offices at Room 1102, 11/F., Beautiful Group Tower, 77 Connaught Road Central, Hong Kong (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
DT Asia Investments Limited New York, NY 10017DT Asia Investments LTD • August 27th, 2014 • Blank checks • Virgin Islands
We are pleased to accept the offer you (the “Subscriber”) have made to purchase an aggregate of 1,625,000 ordinary shares (the “Shares”) of no par value per share (the “Ordinary Shares”), up to 225,000 of which Shares are subject to complete or partial forfeiture (the “forfeiture”) by you if the underwriters of the initial public offering (“IPO”) of DT Asia Investments Limited, a British Virgin Islands company (the “Company”) 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’ agreements regarding such Shares, are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 27th, 2014 • DT Asia Investments LTD • Blank checks • New York
This Agreement is made as of [•], 2014 by and between DT Asia Investments Limited (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • August 27th, 2014 • DT Asia Investments LTD • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of [•], 2014 (“Agreement”), by and among DT ASIA INVESTMENTS LIMITED, a British Virgin Islands Company (“Company”), detiger holdings limited (“DHL”), emily chui-hung tong, stephen n. cannon, haibin wang, foelan wong, hai wang and jason kon man wong (collectively “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
DT Asia Investments Limited Room 1102, 11/F., Beautiful Group Tower,DT Asia Investments LTD • August 27th, 2014 • Blank checks
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 DT Asia Investments Limited (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), DeTiger Holdings Limited (“DeTiger Holdings”) 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, situated at Room 1102, 11/F., Beautiful Group Tower, 77 Connaught Road Central, Hong Kong (or any successor location). In exchange therefore, the Company shall pay DeTiger Holdings the sum of $10,000 per month on the Effective Date and continuing monthly thereaft
