6,000,000 Units DT CLOUD STAR ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • July 9th, 2024 • DT Cloud Star Acquisition Corp • Blank checks • New York
DT Cloud Star Acquisition Corporation, a Cayman Islands exempted company with limited liability (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as the representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 9th, 2024 • DT Cloud Star Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of ______, 2024, by and among DT Cloud Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), DT Cloud Star Management Limited, a British Virgin Islands business company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Investors” (each such party, together with the Sponsor, an “Investor” and collectively, the “Investors”).
DT CLOUD STAR ACQUISITION CORPORATION RIGHTS AGREEMENTRights Agreement • July 9th, 2024 • DT Cloud Star Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of ______ 2024 between DT Cloud Star Acquisition Corporation, a Cayman Islands exempt company with principal executive office at Floors 1 through 3, 175 Pearl Street, Brooklyn, New York 11201 (the “Company”) and VStock Transfer, LLC, a New York limited liability company, with offices at 18 Lafayette Place, Woodmere, New York 11598 (“Rights Agent”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 9th, 2024 • DT Cloud Star Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2024, by and between DT CLOUD STAR ACQUISITION CORPORATION, a Cayman Islands exempted company (the “Company”), Wilmington Trust, National Association, a national banking association (the “Trustee”), and VStock Transfer LLC, as the transfer agent for the Company’s securities (“VStock)”.
DT Cloud Star Acquisition Corporation Floors 1 through 3, 175 Pearl Street Brooklyn, New York 11201 New York, New York 10022Underwriting Agreement • July 9th, 2024 • DT Cloud Star Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between DT Cloud Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and A.G.P./Alliance Global Partners, as the representative (the “Representative”) of the underwriters named on Schedule A 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 of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-ninth (1/9) of one Ordinary Share (“Rights”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
DT CLOUD STAR ACQUISITION CORPORATION PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • July 9th, 2024 • DT Cloud Star Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of ______, 2024, by and between DT Cloud Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal executive office at Floors 1 through 3, 175 Pearl Street, Brooklyn, New York 11201, and DT Cloud Star Management Limited, a British Virgin Islands company (the “Purchaser”).
