Exhibit 10.1


 





NEITHER
THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”). THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION
HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE
RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.  


 


PROMISSORY NOTE


 


	Principal Amount:  up to $500,000	Dated
    13th September, 2015
	 	New York, New York


 


DT Asia Investments
Limited, a company incorporated in the British Virgin Islands (the “Maker”), promises to pay to the order
of DeTiger Holdings Limited or its registered assigns or successors in interest (the
“Payee”), or order, the principal sum of up to Five Hundred Thousand Dollars ($500,000) (the “Principal
Amount”) in lawful money of the United States of America, on the terms and conditions described below.  All
payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the
Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this
Note.


 


1.           Principal. The principal balance
of this promissory note (this “Note”) shall be payable on the earlier of: (i) April 6, 2016; or (ii) the date
on which Maker consummates its initial business combination (the “Business Combination”) (as described in the
prospectus contained in Maker’s registration statement on Form S-1 filed with the Securities and Exchange Commission in connection
with Maker’s initial public offering (the “IPO”)). The principal balance may be prepaid at any time.


 


2.           Interest. No interest shall accrue
on the unpaid principal balance of this Note.


 


3.           Drawdown Requests. The
principal of this Note may be drawn down from time to time prior to the earlier of: (i) April 6, 2016; or (ii) the date on which
Maker consummates its Business Combination, upon written request from Maker to Payee (each, a “Drawdown Request”).
Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than One Thousand Dollars ($1,000)
unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than five (5) business days after receipt
of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note is Five Hundred Thousand
Dollars ($500,000). Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if
prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by
Maker. Notwithstanding the foregoing, all payments shall be applied first to payment in full of any costs incurred in the collection
of any sum due under this Note, including (without limitation) reasonable attorneys’ fees, and then to the reduction of the
unpaid principal balance of this Note.


 






     


     


    
 


4.           Application of Payments. All payments
shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without
limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the
unpaid principal balance of this Note.


 


5.           Optional Conversion.


 


(a)           Upon consummation of the Business Combination
and at the Payee’s option, at any time prior to payment in full of the principal balance of this Note, the Payee may elect
to convert all or any portion of the Note into that number of units (the “Units”) equal to: (i) the portion
of the principal amount of the Note being converted pursuant to this Section 5, divided by (ii) $10.00, rounded up to the nearest
whole number. Each Unit shall have the same terms and conditions as the private units issued simultaneously with the Maker’s
IPO.


 


(b)           Upon any complete or partial conversion
of the principal amount of this Note: (i) such principal amount shall be so converted and such converted portion of this Note shall
become fully paid and satisfied, (ii) the Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address
which Maker shall designate against delivery of the Units, (iii) Maker shall promptly deliver a new duly executed Note to the Payee
in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion
of the surrendered Note described in Section 5(a), Maker shall deliver to Payee the Units, which shall bear such legends as are
required, in the opinion of counsel to Maker or by any other agreement between Maker and the Payee and applicable state and federal
securities laws.


 


(c)           The Maker shall pay any and all issue and
other taxes that may be payable with respect to any issue or delivery of the Units upon conversion of this Note pursuant hereto;
provided, however, that the Payee shall pay any transfer taxes resulting from any transfer requested by the Payee in connection
with any such conversion.


 


6.           Events of Default. The following
shall constitute an event of default (“Event of Default”):


 


(a)           Failure to Make Required
Payments. Failure by Maker to pay the obligations due pursuant to this Note within five (5) business days of the date specified
above.


 


(b)           Voluntary Bankruptcy,
Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee,
custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of
any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the
taking of corporate action by Maker in furtherance of any of the foregoing.


 






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(c)           Involuntary Bankruptcy,
Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary
case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or
liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive
days.


 


7.           Remedies.


 


(a)           Upon the occurrence of an
Event of Default specified in Section 6(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately
and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately
due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything
contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)           Upon the occurrence of an
Event of Default specified in Sections 6(b) and 6(c), the unpaid principal balance of this Note, and all other sums payable with
regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of
Payee.


 


8.           Waivers. Maker waives presentment for
payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections
in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any
present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such
property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process,
or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained
by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired
by Payee.


 


9.           Unconditional Liability. Maker hereby
waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note,
and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected
in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents
to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment
or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto
without notice to Maker or affecting Maker’s liability hereunder.


 






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10.           Notices. All notices, statements or other
documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or sent by first
class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated
in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be
designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such
party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so
transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier
service or five (5) days after mailing if sent by mail.


 


11.            Construction. THIS NOTE SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE BRITISH VIRGIN ISLANDS, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 


12.            Severability. Any provision contained
in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


13.           Trust Waiver. Notwithstanding
anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”)
in or to any distribution of or from the trust account (“Trust Account”) established by Maker in which the proceeds
of the IPO and the proceeds of the sale of the units issued in the private placement that occurred prior to the IPO, as described
in greater detail in the registration statement and prospectus filed in connection with the IPO, were deposited, and hereby agrees
not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


14.           Amendment; Waiver.
Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the
Payee.


 


15.           
Assignment. This Note may be assigned by the Payee.


 





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IN WITNESS WHEREOF, Maker, intending to be legally bound
hereby, has caused this Note to be duly executed and delivered as a deed on the day and year first above written.


 


	 	Executed as a deed by
	 	DT ASIA INVESTMENTS LIMITED
	 	 	 
	 	Acting by: 	/s/ Stephen N. Cannon
	 	Name:	Stephen N. Cannon
	 	Title:	Director and Chief Executive Officer


 


 


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