Exhibit
10.1


 





______________________,
2014                             


 


DT Asia
Investments Limited


Room 1102,
11/F.,


Beautiful
Group Tower,


77 Connaught
Road Central,


Hong Kong


 


EarlyBirdCapital,
Inc.


275
Madison Avenue, 27th Floor


New
York, New York 10016


 


	Re:	      Initial
    Public Offering	 



 


Gentlemen:


 


This
letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between DT Asia Investments Limited, a British Virgin Islands Company (the “Company”),
and EarlyBirdCapital, Inc., as Representative (the “Representative”) of the several Underwriters named
in Schedule 1 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, no par value in the Company (the “Ordinary Shares”), one right (“Right”)
to receive one-tenth of one Ordinary Share upon consummation of the Company’s initial Business Combination and one warrant
(the “Warrant”) to purchase one-half of one Ordinary Share. Certain capitalized terms used herein are
defined in paragraph 16 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in
recognition of the benefit that such IPO will confer upon the undersigned as a shareholder of the Company, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Company as follows:


 


1.          If
the Company solicits approval of its shareholders of a Business Combination, the undersigned will vote all Ordinary Shares beneficially
owned by him, her or it, whether acquired before, in or after the IPO, in favor of such Business Combination.


 


2.          (a)
In the event that the Company fails to consummate a Business Combination within 18 months from the closing of the Company’s
IPO, the undersigned shall take all reasonable steps to (i) cause the Trust Fund to be liquidated and distributed to the holders
of IPO Shares and (ii) cause the Company to liquidate as soon as reasonably practicable.


 



    	 



    	 



    




 


(b)       The
undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund
and any remaining net assets of the Company as a result of such liquidation with respect to his, her or its Insider Shares, Private
Units, or Sponsor Warrants (“Claim”) and hereby waives any Claim the undersigned may have in the future
as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund
for any reason whatsoever. The undersigned acknowledges and agrees that there will be no distribution from the Trust Fund with
respect to any Rights or Warrants, which will terminate on the Company’s liquidation.


 


(c)       In
the event of the liquidation of the Trust Fund, Winnie Lai Ling Ng agrees to indemnify and hold harmless the Company against any
and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim
whatsoever) which the Company may become subject as a result of any claim by any vendor or other person who is owed money by the
Company for services rendered or products sold to or contracted for the Company, or by any target business with which the Company
has discussed entering into a transaction agreement, but only to the extent necessary to ensure that such loss, liability, claim,
damage or expense does not reduce the amount of funds in the Trust Fund; provided that such indemnity shall not apply if
such vendor or prospective target business executes an agreement waiving any claims against the Trust Fund.


 


3.         The
undersigned will escrow all of his, her or its Insider Shares pursuant to the terms of a Share Escrow Agreement which the Company
will enter into with the undersigned and an escrow agent acceptable to the Company.


 


4.         [Intentionally
Omitted].


 


5.         In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned directors and officers
of the Company agree to present to the Company for its consideration, prior to presentation to any other person or entity, any
suitable opportunity to acquire a target business, until the earlier of the consummation by the Company of a Business Combination
or the liquidation of the Company, subject to any pre-existing fiduciary and contractual obligations the undersigned directors
and officers might have.


 


6.         The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company or their affiliates, such transaction must be approved by a majority of the Company’s disinterested
independent directors and the Company must obtain an opinion from an independent investment banking firm that such Business Combination
is fair to the Company’s unaffiliated shareholders from a financial point of view.


 






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7.         Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
and will not accept any compensation or other cash payment for services rendered prior to, or in order to effectuate, the consummation
of the Business Combination; provided that the Company shall be allowed to (i) repay working capital loans made by the
undersigned to the Company in cash upon consummation of the Business Combination or, at the undersigned’s discretion, with
respect to up to an aggregate of $500,000 of working capital loans from all lenders, by converting such loans into units at a
price of $10.00 per unit, as more fully described in the Registration Statement, (ii) repay a non-interest bearing loan in an
aggregate amount of $[ ] made to the Company by DeTiger Holdings Limited (“DHL”) to cover the IPO expenses, (iii)
pay $10,000 per month to DHL for office space and related services and (iv) reimburse the undersigned and any affiliate of the
undersigned for their out-of-pocket expenses incurred in connection with identifying, investigating and consummating a Business
Combination.


 


8.         Neither
the undersigned, any member of the family of the undersigned, nor any affiliate of the undersigned will be entitled to receive
or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned
or any affiliate of the undersigned originates a Business Combination.


 


9.         The
undersigned officers and directors agree to be the officers and directors of the Company until the earlier of the consummation
by the Company of a Business Combination or the liquidation of the Company. The undersigned officers’ and directors’
biographical information previously furnished to the Company and the Representative is true and accurate in all material respects,
does not omit any material information with respect to the officers’ and directors’ biography and contains all of
the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act of 1933.
Each of the undersigned officers’ and directors’ FINRA Questionnaire previously furnished to the Company and the Representative
is true and accurate in all material respects.


 


10.        Each
of the undersigned represents and warrants that:


 


		(a)	He,
                                         she or it has never had a petition under the federal bankruptcy laws or any state or
                                         foreign insolvency law been filed by or against (i) him, her or it, or any partnership
                                         in which he, she or it was a general partner at or within two years before the time of
                                         filing; or (ii) (to the extent the undersigned is an individual) any corporation or business
                                         association of which he or she was an executive officer at or within two years before
                                         the time of such filing;



 






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		(b)	He,
                                         she or it has never had a receiver, fiscal agent or similar officer been appointed by
                                         a court for his or her business or property, or any such partnership;



		(c)	He,
                                         she, or it has never been convicted of fraud in a civil or criminal proceeding;



		(d)	He,
                                         she, or it has never been convicted in a criminal proceeding or named the subject of
                                         a pending criminal proceeding (excluding traffic violations and minor offenses);



		(e)	He,
                                         she, or it has never been the subject of any order, judgment or decree, not subsequently
                                         reversed, suspended or vacated, of any court of competent jurisdiction, permanently or
                                         temporarily enjoining or otherwise limiting him from (i) acting as a futures commission
                                         merchant, introducing broker, commodity trading advisor, commodity pool operator, floor
                                         broker, leverage transaction merchant, any other person regulated by the Commodity Futures
                                         Trading Commission (“CFTC”) or an associated person of any of the foregoing,
                                         or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated
                                         person, director or employee of any investment company, bank, savings and loan association
                                         or insurance company, or from engaging in or continuing any conduct or practice in connection
                                         with any such activity; or (ii) engaging in any type of business practice; or (iii) engaging
                                         in any activity in connection with the purchase or sale of any security or commodity
                                         or in connection with any violation of federal or state securities or federal commodities
                                         laws;



		(f)	He,
                                         she, or it has never been the subject of any order, judgment or decree, not subsequently
                                         reversed, suspended or vacated, of any federal or state authority barring, suspending
                                         or otherwise limiting for more than 60 days hiss right to engage in any activity described
                                         in 8(e)(i) above, or to be associated with persons engaged in any such activity;



		(g)	He,
                                         she or it has never been found by a court of competent jurisdiction in a civil action
                                         or by the SEC to have violated any federal, state, or foreign securities law, where the
                                         judgment in such civil action or finding by the SEC has not been subsequently reversed,
                                         suspended or vacated;



		(h)	He,
                                         she or it has never been found by a court of competent jurisdiction in a civil action
                                         or by the CFTC to have violated any federal commodities law, where the judgment in such
                                         civil action or finding by the CFTC has not been subsequently reversed, suspended or
                                         vacated;



 



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		(i)	He,
                                         she or it has never been the subject of, or a party to, any federal, state, or foreign
                                         judicial or administrative order, judgment, decree or finding, not subsequently reversed,
                                         suspended or vacated, relating to an alleged violation of (i) any federal ,state or foreign
                                         securities or commodities law or regulation, (ii) any law or regulation respecting financial
                                         institutions or insurance companies including, but not limited to, a temporary or permanent
                                         injunction, order of disgorgement or restitution, civil money penalty or temporary or
                                         permanent cease-and desist order, or removal or prohibition order or (iii) any law or
                                         regulation prohibiting mail or wire fraud or fraud in connection with any business entity;



		(j)	He,
                                         she or it has never been the subject of, or party to, any sanction or order, not subsequently
                                         reversed, suspended or vacated, or any self-regulatory organization, any registered entity,
                                         or any equivalent exchange, association, entity or organization that has disciplinary
                                         authority over its members or persons associated with a member;



		(k)	He,
                                         she or it has never been convicted of any felony or misdemeanor: (i) in connection with
                                         the purchase or sale of any security; (ii) involving the making of any false filing with
                                         the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker,
                                         dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers
                                         of securities;



		(l)	He,
                                         she or it was never subject to a final order of a state or foreign securities commission
                                         (or an agency of officer of a state performing like functions); a state or foreign authority
                                         that supervises or examines banks, savings associations, or credit unions; a state or
                                         foreign insurance commission (or an agency or officer of a state performing like functions);
                                         an appropriate federal or foreign banking agency; the Commodity Futures Trading Commission;
                                         or the National Credit Union Administration that is based on a violation of any law or
                                         regulation that prohibits fraudulent, manipulative, or deceptive conduct;



		(m)	He,
                                         she or it has never been subject to any order, judgment or decree of any court of competent
                                         jurisdiction, that, at the time of such sale, restrained or enjoined him from engaging
                                         or continuing to engage in any conduct or practice: (i) in connection with the purchase
                                         or sale of any security; (ii) involving the making of any false filing with the SEC or
                                         any foreign regulatory agency with similar functions; or (iii) arising out of the conduct
                                         of the business of an underwriter, broker, dealer, municipal securities dealer, investment
                                         adviser or paid solicitor of purchasers of securities;



 



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		(n)	He,
                                         she or it has never been subject to any order of the SEC or any foreign regulatory agency
                                         with similar functions that orders him to cease and desist from committing or causing
                                         a future violation of: (i) any scienter-based anti-fraud provision of the foreign or
                                         federal securities laws, including, but not limited to, Section 17(a)(1) of the Securities
                                         Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 206(1)
                                         of the Advisers Act or any other rule or regulation thereunder; or (ii) Section 5 of
                                         the Securities Act;



		(o)	He,
                                         she or it has never been named as an underwriter in any registration statement or Regulation
                                         A offering statement filed with the SEC that was the subject of a refusal order, stop
                                         order, or order suspending the Regulation A exemption, or is, currently, the subject
                                         of an investigation or proceeding to determine whether a stop order or suspension order
                                         should be issued;



		(p)	He,
                                         she or it has never been subject to a United States Postal Service false representation
                                         order, or is currently subject to a temporary restraining order or preliminary injunction
                                         with respect to conduct alleged by the United States Postal Service to constitute a scheme
                                         or device for obtaining money or property through the mail by means of false representations;



		(q)	He,
                                         she or it is not subject to a final order of a state securities commission (or an agency
                                         of officer of a state performing like functions); a state authority that supervises or
                                         examines banks, savings associations, or credit unions; a state insurance commission
                                         (or an agency or officer of a state performing like functions); an appropriate federal
                                         banking agency; the Commodity Futures Trading Commission; or the National Credit Union
                                         Administration that bars the undersigned from: (i) association with an entity regulated
                                         by such commission, authority, agency or officer; (ii) engaging in the business of securities,
                                         insurance or banking; or (iii) engaging in savings association or credit union activities;



		(r)	He,
                                         she or it is not subject to an order of the SEC entered pursuant to section 15(b) or
                                         15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section
                                         203(e) or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”)
                                         that: (i) suspends or revokes the undersigned’s registration as a broker, dealer,
                                         municipal securities dealer or investment adviser; (ii) places limitations on the activities,
                                         functions or operations of, or imposes civil money penalties on, such person; or (iii)
                                         bars the undersigned from being associated with any entity or from participating in the
                                         offering of any penny stock; and



 



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		(s)	He,
                                         she or it has never been suspended or expelled from membership in, or suspended or barred
                                         from association with a member of, a securities self-regulatory organization (e.g., a
                                         registered national securities exchange or a registered national or affiliated securities
                                         association) for any act or omission to act constituting conduct inconsistent with just
                                         and equitable principles of trade.



 


11.         The
undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this letter
agreement and to hold the current position/title in the Company (if applicable).


 


12.
        The undersigned hereby waives his, her or its right to exercise redemption
rights with respect to any shares of the Ordinary Shares owned or to be owned by he, she or it, directly or indirectly, whether
purchased prior to the IPO, in the IPO or in the aftermarket, and agrees that he, she or it will not seek redemption with respect
to or otherwise sell, such shares in connection with any vote to approve a Business Combination with respect thereto.


 


13.         The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum
and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation
of a Business Combination that would affect the substance or timing of the Company’s obligation to redeem 100% of the IPO
Shares if the Company does not complete a Business Combination within 18 months from the closing of the Company’s IPO, unless
the Company provides its public shareholders with the opportunity to redeem their IPO shares upon approval of any such amendment
at a price per share, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest income
(net of taxes payable and any amounts released to the Company to fund working capital requirements), divided by the number of
then outstanding public shares.


 


14.         In
the event that the Company does not consummate a Business Combination and must liquidate and its remaining net assets are insufficient
to complete such liquidation, Winnie Lai Ling Ng agrees to advance such funds necessary to complete such liquidation and agrees
not to seek repayment for such expenses.


 


15.         This
letter agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this
letter agreement (a “Proceeding”) shall be brought and enforced in the courts of the State of New York
of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum
and (iii) irrevocably agrees to appoint Ellenoff Grossman & Schole LLP as agent for the service of process in the State of
New York to receive, for the undersigned and on his behalf, service of process in any Proceeding.


 



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16.         As
used herein, (i) a “Business Combination” shall mean a merger, share exchange, asset acquisition, contractual
arrangement, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses
or entities; (ii) “Insiders” shall mean all officers, directors and shareholders of the Company immediately
prior to the IPO; (iii) “Insider Shares” shall mean all of the Ordinary Shares of the Company acquired
by an Insider prior to the IPO; (iv) “IPO Shares” shall mean the Ordinary Shares issued in the Company’s
IPO; (v) “Private Units” shall mean (x) the Units purchased in the private placement taking place simultaneously
with the consummation of the Company’s IPO and (y) the additional Units that will be purchased in a private placement upon
the full or partial exercise of the underwriters’ over-allotment option for the Company’s IPO; (vi) “Registration
Statement” means the registration statement on Form S-1 filed by the Company with respect to the IPO; (vii) “Sponsor
Warrants” shall mean (x) the warrants purchased solely by the Sponsor (which are not part of the Private Units)
in the additional private placement taking place simultaneously with the consummation of the Company’s IPO and (y) the additional
Sponsor Warrants that will be purchased in a private placement upon the full or partial exercise of the underwriters’ over-allotment
option for the Company’s IPO, and (viii) “Trust Fund” shall mean the trust fund into which a portion
of the net proceeds of the Company’s IPO will be deposited.


 


17.         Any
notice, consent or request to be given in connection with any of the terms or provisions of this letter agreement shall be in
writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by
hand delivery or facsimile transmission.


 


18.         No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This letter agreement shall be binding
on the parties hereto and any successors and assigns thereof.


 


19.         The
undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO.


  


[Signature
page to follow]


 






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	 	DeTiger
    Holdings Limited
	 	 	 
	 	By:	 
	 	 	Name: Winnie Lai
    Ling Ng
	 	 	Title: Director
	 	 	 
	 	 
	 	Winnie
    Lai Ling Ng
	 	 	 
	 	 
	 	Emily
    Chui-Hung Tong
	 	 	 
	 	 
	 	Stephen
    N. Cannon
	 	 	 
	 	 
	 	Haibin
    Wang
	 	 	 
	 	 
	 	Hai
    Wang
	 	 	 
	 	 
	 	Foelan
    Wong
	 	 	 
	 	 
	 	Jason
    Kon Man Wong



 


[Signature
Page to the Insider Letter]


 


 


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