NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • January 13th, 2016 • DT Asia Investments LTD • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [●], 2016 by [_____________], a business company incorporated in the British Virgin Islands with limited liability (“Seller”) [and ______________, an individual that is a shareholder of Seller or otherwise serving as officer, director, manager or employee of Seller and serving as a shareholder, director, officer, manager or employee of the Company (as defined below) or any of its Subsidiaries (including China Lending and its Subsidiaries) (“Manager” and, together with Seller, the “Subject Parties”)],1 in favor of and for the benefit of DT Asia Investments Limited, a business company incorporated in the British Virgin Islands with limited liability, which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement (as defined below) as “China Direct Lending Corporation” (“Purchaser”), Adrie Global Holdings Limited, a business company inco
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 13th, 2016 • DT Asia Investments LTD • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 13th, 2016 • DT Asia Investments LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2016, by and among (i) DT Asia Investments Limited, a British Virgin Islands company which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement (as defined below) as “China Direct Lending Corporation” (the “Company”), (ii) DeTiger Holdings Limited, a British Virgin Islands company, in its capacity under the Share Exchange Agreement as the DT Representative (including any successor DT Representative in accordance with the Share Exchange Agreement, the “DT Representative”), and (iii) the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
LOCK-UP AGREEMENTLock-Up Agreement • January 13th, 2016 • DT Asia Investments LTD • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of [●], 2016 by and among (i) DT Asia Investments Limited, a business company incorporated in the British Virgin Islands with limited liability which will be known after the consummation of the transactions contemplated by the Share Exchange Agreement (as defined below) as “China Direct Lending Corporation” (including any successor entity thereto, “Purchaser”), (ii) DeTiger Holdings Limited, a business company incorporated in the British Virgin Islands with limited liability, in its capacity under the Share Exchange Agreement as the DT Representative (including any successor DT Representative in accordance with the Share Exchange Agreement, the “DT Representative”), and (iii) each of the persons listed on Schedule A hereto (collectively, the “Restricted Holders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Share Exchange Agreement.
