6,000,000 Units DT Asia Investments Limited UNDERWRITING AGREEMENTUnderwriting Agreement • September 23rd, 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 • September 23rd, 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”).
RIGHTS AGREEMENTRights Agreement • September 23rd, 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 (“Right Agent”).
WARRANT AGREEMENTWarrant Agreement • September 23rd, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 23rd, 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”).
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • September 23rd, 2014 • DT Asia Investments LTD • Blank checks • Virgin Islands
This WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 22nd day of September, 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 DeTiger Holdings Limited (the “Purchaser”).
DT Asia Investments Limited Room 1102, 11/F., Beautiful Group Tower, Hong KongDT Asia Investments LTD • September 23rd, 2014 • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between DT Asia Investments Limited, a British Virgin Islands Company (the “Company”), and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named in Schedule 1 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, no par value in the Company (the “Ordinary Shares”), one right (“Right”) to receive one-tenth of one Ordinary Share upon consummation of the Company’s initial Business Combination and one warrant (the “Warrant”) to purchase one-half of one Ordinary Share. Certain capitalized terms used herein are defined in paragraph 16 hereof.
