6,000,000 Units DT Asia Investments Limited UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 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 • October 6th, 2014 • DT Asia Investments LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the September 30, 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 • October 6th, 2014 • DT Asia Investments LTD • Blank checks • New York
Agreement made as of September 30, 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”).
EARLYBIRDCAPITAL, INC. New York, New York 10016DT Asia Investments LTD • October 6th, 2014 • Blank checks • New York
This is to confirm our agreement whereby DT Asia Investments Limited, a British Virgin Islands company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (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. 333-197187) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
WARRANT AGREEMENTWarrant Agreement • October 6th, 2014 • DT Asia Investments LTD • Blank checks • New York
Agreement made as of September 30, 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”).
September 30, 2014DT Asia Investments LTD • October 6th, 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.
SHARE ESCROW AGREEMENTShare Escrow Agreement • October 6th, 2014 • DT Asia Investments LTD • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of September 30, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 6th, 2014 • DT Asia Investments LTD • Blank checks • New York
This Agreement is made as of September 30, 2014 by and between DT Asia Investments Limited (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
DT Asia Investments Limited Room 1102, 11/F., Beautiful Group Tower, 77 Connaught Road Central, Hong KongDT Asia Investments LTD • October 6th, 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
