FORM OF SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • October 23rd, 2024 • DT Cloud Acquisition Corp • Blank checks • New York
This Shareholder Support Agreement (this “Agreement”) is made and entered into as of October 22, 2024, by and among DT Cloud Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”), Maius Pharmaceutical Co., Ltd., an exempted company incorporated with limited liability in the Cayman Islands (the “Company”) and the individuals whose names appear on the signature pages hereto who are or hereafter may become shareholders of the Company (each such shareholder, a “Requisite Shareholder” and, collectively, the “Requisite Shareholders”). The SPAC, Company and the Requisite Shareholders are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • October 23rd, 2024 • DT Cloud Acquisition Corp • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of October 22, 2024 by and among DT Cloud Acquisition Corporation., a Cayman Islands exempted company (“SPAC”), Maius Pharmaceutical Co., Ltd., a Cayman Islands exempted company (the “Company”), Maius Pharmaceutical Group Co., Ltd., a Cayman Islands exempted company (“Pubco”) and the undersigned shareholder (the “Holder”).
SUPPORT AND LOCK-UP AGREEMENTSupport and Lock-Up Agreement • October 23rd, 2024 • DT Cloud Acquisition Corp • Blank checks
This SUPPORT AND LOCK-UP AGREEMENT, dated as of October 22, 2024 (this “Agreement”), is entered into by and among DT Cloud Capital Corp., a BVI business company (“Sponsor”), Maius Pharmaceutical Co., Ltd., an exempted company incorporated with limited liability in the Cayman Islands (the “Company”), Maius Pharmaceutical Group Co., Ltd., an exempted company incorporated with limited liability in the Cayman Islands (“Pubco”), and DT Cloud Acquisition Corporation, an exempted company incorporated with limited liability in the Cayman Islands (“SPAC”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the business combination agreement entered into by and among SPAC, the Company, Pubco and the other parties named therein as of the date hereof (the “Business Combination Agreement”).
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • October 23rd, 2024 • DT Cloud Acquisition Corp • Blank checks • New York
This BUSINESS COMBINATION AGREEMENT (as the same may be amended, restated, supplemented or modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of October 22, 2024, is entered into by and among DT Cloud Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), Maius Pharmaceutical Co., Ltd., a Cayman Islands exempted company (the “Company”), Maius Pharmaceutical Group Co., Ltd., a Cayman Islands exempted company (“Pubco”), Chelsea Merger Sub 1 Limited, a Cayman Islands exempted company (“Merger Sub 1”), Chelsea Merger Sub 2 Limited, a Cayman Islands exempted company (“Merger Sub 2”) and XXW Investment Limited, a BVI business company, as the Company Shareholders’ Representative (the “Shareholders’ Representative”).
