Exhibit 10.14


 


AMENDMENT
NO. 1

TO

BACKSTOP AGREEMENT


 


This
Amendment No. 1, dated as of March 14, 2019 (this “Amendment) to that certain Backstop Agreement (the “Agreement”)
dated December 14, 2018 by and among (i) Draper Oakwood Technology Acquisition, Inc., a Delaware corporation (the “Company”),
(ii) Reebonz Holding Limited (f/k/a DOTA Holdings Limited), a Cayman Islands exempted company (“Pubco”),
(iii) the investor identified on the signature page hereto (“Investor”), and (iv) for certain limited
purposes, Cowen and Company, LLC (the “Broker”), is intended to effectuate the following changes to
the Agreement.


 


1. Definition of Resale Period.


 


(a) The Term “Resale Period” as used to the Agreement and this Amendment shall mean the one hundred and
thirty five days (135) period following the Closing, which shall be extended by an additional 45 day and a second additional 30
day period, each additional period to be effected upon (i) written notice by Pubco to the Investor and Broker at least three business
days prior to the end of the Resale Period and (ii) written approval from Investor that Investor consents to such additional period
..


 


2. Early Access to Escrow Funds.


 


(a) Section 7 of the Agreement shall be supplemented with the following subsection (d):


 


Notwithstanding
anything to the contrary contained herein, on the date that is 90 days following the Closing, Investor is permitted to require
that Pubco and Investor provide joint instructions to Escrow Agent to release from the Escrow Account to the Investor such amount
that is equal to the Aggregate Purchase Price. The date of the payment of the Aggregate Purchase Price is referred to herein as
the “Cut -Off Date.”


 


Following
the Cut-Off Date, any Net Proceeds from sales of Backstop Shares and Additional Shares shall be delivered to the Escrow Account.
Within two business days following the end of the Resale Period or as advised by Investor and Pubco, the funds held in shall be
distributed as follows:


 


First,
to Investor, in the amount up to 10% of the Aggregate Purchase Price;


 


Thereafter,
if there are any remaining funds in the Escrow Account, second, to PubCo, in the amount up to the Aggregate Purchase Price.


 


Thereafter,
if there are any remaining funds in the Escrow Account, third to, the Investor, all remaining funds in the Escrow Account.


 


Following
the distribution of the funds in the Escrow Account, as set forth above, the Company has no continuing obligation to Investor.


 


3. Counterparts; Facsimile. This Amendment may be executed in any number of counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. A facsimile
or other electronic transmission of this signed Amendment shall be legal and binding on all parties hereto.


 


{Signature
pages follow}


 




    


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment, as of the date first written above.


 


	 	The
    Company:
	 	 
	 	DRAPER
    OAKWOOD TECHNOLOGY ACQUISITION, INC.
	 	 
	 	By:	/s/
    Samuel Lim
	 		Name: Samuel
    Lim
	 		Title:   Chief
    Executive Officer


 


	 	Pubco:
	 	 
	 	REEBONZ
    HOLDING LIMITED
	 	 	 
	 	F/K/A:
    DOTA HOLDINGS LIMITED
	 	 	 
	 	By:	/s/
    Samuel Lim
	 	 	Name: Samuel
    Lim
	 	 	Title:   Chief
    Executive Officer


 


	 	The
    Broker:
	 	 
	 	COWEN
    AND COMPANY, LLC
	 	 
	 	By:	/s/Tim
    Manning
	 	 	Name:
    Tim Manning
	 	 	Title:    Managing Director


 


 


{Additional
Signature Pages Follow}


 


  


 


{Signature
Page to Amendment No. 1 to Backstop Agreement}


 




    


     


    

 


	 	Accepted
    and agreed, effective as of the date first set forth above:
	 	 
	 	Name
    of Investor:
	 	 
	 	Vertex
    Co-Investment Fund Pte. Ltd.
	 	 
	 	Signature:
	 	 
	 	/s/
    Chua Kee Lock
	 	[Authorized
    signature of Investor]
	 	 
	 	Name
    of Signatory:
	 	 
	 	Chua
    Kee Lock
	 	[Please
    print full name of authorized signatory if Investor is an entity]
	 	 
	 	Title
    of Signatory:
	 	 
	 	Director
	 	[Please
    print title of authorized signatory if Investor is an entity]


  





{Signature Page to Amendment No. 1
to Backstop Agreement}