Exhibit 10.1


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made
as of September 30, 2014 by and between DT Asia Investments Limited (the “Company”) and Continental Stock Transfer
& Trust Company (“Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, No. 333-197187 (“Registration Statement”) for its initial public offering of securities
(“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange
Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement);
and


 


WHEREAS, EarlyBirdCapital,
Inc. (“EBC”) is acting as the representative of the underwriters in the IPO; and


 


WHEREAS, simultaneously
with the IPO, DeTiger Holdings Limited (the “Sponsor”) and EBC, and or their respective designees (collectively, the
“Private Purchasers”) will be purchasing an aggregate of 320,000 units (“Initial Private Units”) from
the Company for an aggregate purchase price of $3,200,000; and


 


WHEREAS, in the event
EBC exercises its over-allotment option in full or in part, the Private Purchasers will purchase up to an aggregate of an additional
33,750 units (“Over-Allotment Private Units,” together with the Initial Private Units, the “Private Units”)
for an aggregate purchase price of up to $337,500; and


 


WHEREAS, if the Company’s initial acquisition, share exchange, share
reconstruction and amalgamation, purchase of all or substantially all of the assets of, or any other similar business combination
with one or more businesses or entities (the “Business Combination”) is not consummated within the initial 18 month
period following the closing of the IPO, the Sponsor of its affiliates may extend such period by two three-month periods, up to
a maximum of 24 months in the aggregate, by depositing $150,000 (or $172,500 if the overallotment is exercised in full) into the
Trust Account no later than the day prior to either the 18 month anniversary of the IPO or the 21 month anniversary of the IPO
(each, an “Applicable Deadline”) for each three month extension; and


  


WHEREAS, as described in
the Registration Statement, and in accordance with the Company’s Amended and Restated Memorandum and Articles of Association,
$60,300,000 of the gross proceeds of the IPO and sale of the Private Units ($69,345,000 if the underwriters over-allotment option
is exercised in full) will be delivered to the Trustee to be deposited and held in a trust account for the benefit of the Company
and the holders of the Company’s ordinary shares, no par value per share (“Ordinary Shares”), issued in the IPO
as hereinafter provided (the amounts to be delivered to the Trustee will be referred to herein as the “Property”; the
shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and


 






    	 



    	 



    




 


WHEREAS, the Company and
the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold
the Property;


 


IT IS AGREED:


 


1.Agreements and Covenants of Trustee.
The Trustee hereby agrees and covenants to:


 


(a)Hold the Property in trust for the
Beneficiaries in accordance with the terms of this Agreement in a segregated trust account (“Trust Account”) established
by the Trustee at JP Morgan Chase Bank, NA and at a brokerage institution selected by the Trustee that is satisfactory to the Company;


 


(b)Manage, supervise and administer
the Trust Account subject to the terms and conditions set forth herein;


 


(c)In a timely manner, upon the instruction
of the Company, invest and reinvest the Property (i) in United States government treasury bills, notes or bonds having a maturity
of 180 days or less and/or (ii) in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company;


 


(d)Collect and receive, when due, all
principal and income arising from the Property, which shall become part of the “Property,” as such term is used herein;


 


(e)Notify the Company and EBC of all
communications received by it with respect to any Property requiring action by the Company;


 


(f)Supply any necessary information
or documents as may be requested by the Company in connection with the Company’s preparation of its tax returns;


 


(g)Participate in any plan or proceeding
for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h)Render to the Company monthly written
statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account;
and


 


(i)Commence liquidation of the Trust
Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”),
in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its
Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary, affirmed by counsel for the Company and,
in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed
to by EBC, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed
in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination
Letter has not been received by the Trustee by the 18-month anniversary of the closing of the IPO (“Closing”) or, the
21 month or 24-month anniversary of the Closing, if extended as described below, (“Last Date”), the Trust Account shall
be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed
to the Public Shareholders as of the Last Date.


 






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(j)Upon receipt of
an extension letter (the “Extension Letter”) substantially similar to Exhibit C hereto, signed on behalf of the Company
by an executive officer, and the dollar amount specified in the Extension Letter on or prior to an Applicable Deadline, follow
the instructions contained in such Extension Letter. For the purposes of clarity, any transmission of such Extension Letter electronically,
whether by facsimile, electronic mail (e-mail), PDF or otherwise, shall constitute an original of such Extension Letter hereunder.


 


2.Limited Distributions of Income from
Trust Account.


 


(a)Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall distribute
to the Company the amount of interest income earned on the Trust Account requested by the Company to cover any income or other
tax obligation owed by the Company.


 


(b)Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit E, the Trustee shall distribute
to the Company the amount of interest income earned on the Trust Account requested by the Company to cover expenses related to
investigating and selecting a target business and other working capital requirements; provided, however, that the Company will
not be allowed to withdraw interest income earned on the Trust Account unless there
is an amount of interest income available in the Trust Account sufficient to pay the Company’s tax obligations on such interest
income or otherwise then due at that time.


 


(c)The limited distributions
referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. Except as provided in Section
2(a), and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof.


 


(d)The Company shall provide EBC with
a copy of any Termination Letters, Extension Letters and/or any other correspondence that it issues to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after such issuance.


 






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3.Agreements and Covenants of the Company.
The Company hereby agrees and covenants to:


 


(a)Give all instructions to the Trustee
hereunder in writing, signed by the Company’s Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer,
President or Chief Financial Officer. In addition, except with respect to its duties under paragraphs 1(i), 1(j), 2(a) and 2(b)
above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction
which it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that
the Company shall promptly confirm such instructions in writing;


 


(b)Subject to the provisions of Sections
5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including
reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any claim, potential claim, action,
suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which in any
way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from
investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence or willful misconduct.
Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant
to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense
against such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with respect to the selection
of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without
the prior written consent of the Company, which consent shall not be unreasonably withheld. The Company may participate in such
action with its own counsel;


 


(c)Pay the Trustee an initial acceptance
fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as set forth
on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees and further agreed that any fees owed to the Trustee shall be deducted by
the Trustee from the disbursements made to the Company pursuant to Sections 1(i) solely in connection with the consummation of
a Business Combination, or pursuant to Section 2(b). The Company shall pay the Trustee the initial acceptance fee and first year’s
fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date;


 


(d)In connection with any vote of the
Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of a firm regularly
engaged in the business of soliciting proxies and/or tabulating shareholder votes verifying the vote of the Company’s shareholders
regarding such Business Combination; and


 


(e)In the event that the Company directs
the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that it will not direct the
Trustee to make any payments that are not specifically authorized by this Agreement.


 






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4.Limitations of Liability. The
Trustee shall have no responsibility or liability to:


 


(a)Take any action with respect to
the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability to any party except for
liability arising out of its own gross negligence or willful misconduct;


 


(b)Institute any proceeding for the
collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect
to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so
and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c)Change the investment of any Property,
other than in compliance with paragraph 1(c);


 


(d)Refund any depreciation in principal
of any Property;


 


(e)Assume that the authority of any
person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)The other parties hereto or to anyone
else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise
of its own best judgment, except for its gross negligence or willful misconduct. The Trustee may rely conclusively and shall be
protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the
Trustee), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness
of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Trustee,
in good faith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any
notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced
by a written instrument delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee
are affected, unless it shall give its prior written consent thereto;


 


(g)Verify the correctness of the information
set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or any other action taken
by it is as contemplated by the Registration Statement; and


 


(h)File local, state and/or Federal
tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company
documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property.


 






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(i)Pay any taxes on behalf of the Trust
Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such taxes, if any, shall
be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a) hereof).


 


(j)Imply obligations,
perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that
which is expressly set forth herein.


 


(k)Verify calculations, qualify or
otherwise approve Company requests for distributions pursuant to Section 1(i), 2(a) or 2(b) above.


 


5.Trust Account Waiver. The Trustee
has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust
Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future.
In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 3(b)
or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account
and not against the Property or any monies in the Trust Account


 


6.Termination. This Agreement shall
terminate as follows:


 


(a)If the Trustee gives written notice
to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor
trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the Company notifies the Trustee
that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the
Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer
of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that, in the event that the Company does not locate a successor trustee within ninety days of receipt of the resignation notice
from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune
from any liability whatsoever; or


 


(b)At such time that the Trustee has
completed the liquidation of the Trust Account in accordance with the provisions of paragraph 1(i) hereof, and distributed the
Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Paragraph
3(b).


 






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7.Miscellaneous.


 


(a)The Company and the Trustee each
acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust
Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may
have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee
will rely upon all information supplied to it by the Company, including account names, account numbers and all other identifying
information relating to a beneficiary, beneficiary’s bank or intermediary bank. The Trustee shall not be liable for any loss,
liability or expense resulting from any error in the information or transmission of the wire.


 


(b)This Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of New York, applicable to contracts wholly performed within
the borders of such states and without giving effect to conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction.  It may be executed in several original or facsimile counterparts, each one
of which shall constitute an original, and together shall constitute but one instrument. The Company hereby appoints, without power
of revocation, Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York 10105 Fax No.: (212) 370-7889
Attn: Stuart Neuhauser, Esq., as their respective agent to accept and acknowledge on its behalf service of any and all process
which may be served in any arbitration, action, proceeding or counterclaim in any way relating to or arising out of this Agreement.
The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such
agent in full force and effect for a period of seven years from the date of this Agreement.


 


(c)This Agreement contains the entire
agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i), 1(j), 2(a),
2(b) and 2(c) (which may not be modified, amended or deleted without the affirmative vote of at least 65% of the then outstanding
Ordinary Shares attending and voting on such amendment at the relevant meeting ; provided that no such amendment will affect any
Public Shareholder who has otherwise indicated his election to redeem his Ordinary Shares in connection with a shareholder vote
sought to amend this Agreement to extend to the time he would be entitled to a return of his pro rata amount in the Trust Account),
this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by
a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification may be made without
the prior written consent of EBC. As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each party
waives the right to trial by jury. The Trustee may require from Company counsel an opinion as to the propriety of any proposed
amendment.


 


(d)The parties hereto consent to the
jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan, for purposes of resolving
any disputes hereunder.


 



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(e)Any notice, consent or request to
be given in connection with any of the terms or provisions of this 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 by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer


& Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven Nelson and
Frank Di Paolo


Fax No.: (212) 509-5150


 


if to the Company, to:


 


DT Asia Investments Limited


Room 1102, 11/F.,


Beautiful Group Tower,


77 Connaught Road Central,


Hong Kong


Attn: Stephen N. Cannon, Chief Executive
Officer


Fax No.: (852) 3753-3393


 


in either case with a copy
to:


 


EarlyBirdCapital, Inc.


275 Madison Avenue, 27th
Floor


New York, New York 10016


Attn: Steven Levine, Chief
Executive Officer


Fax No.: (212) 661-4936


 


(f)This Agreement may not be assigned
by the Trustee without the prior consent of the Company.


 


(g)Each of the Trustee and the Company
hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or
proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under
any circumstance. In the event that the Trustee has a claim against the Company under this Agreement, the Trustee will pursue such
claim solely against the Company and not against the Property held in the Trust Account.


 


(h)Each of the Company and the Trustee
hereby acknowledge that EBC is a third party beneficiary of this Agreement.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties have duly executed
this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By:	/s/
    Frank A. DiPaolo
	 	 	Name:  Frank A. Di Paolo
	 	 	Title:  Vice President
	 	 	 
	 	DT ASIA INVESTMENTS LIMITED
	 	 	 
	 	 	 
	 	By:	/s/
    Stephen N. Cannon
	 	 	Name: Stephen N. Cannon
	 	 	Title: Chief Executive Officer


 




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SCHEDULE A 


 


	Fee Item	Time and method of payment 	Amount
	Initial acceptance fee	Initial closing of IPO by wire transfer 	$2,000
	Annual fee	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	$10,000
	Transaction processing fee for disbursements to Company under Section 2	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	$250
	Paying Agent services as required pursuant to section 1(i) 	Billed to Company upon delivery of service pursuant to section 1(i) 	
         

        Prevailing rates

         



 




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EXHIBIT
A


 


[Letterhead
of Company]                                              


 


[Insert
date]                                              


 


Continental
Stock Transfer



     & Trust Company


17 Battery
Place


New York,
New York 10004


Attn:
Steven Nelson and Frank Di Paolo


 


Re:Trust
Account No. 530400251 - Termination Letter


 


Gentlemen:


 


Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between DT Asia Investments Limited (“Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as of [•], 2014 (“Trust Agreement”),
this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________
(“Target Business”) to consummate a business combination with Target Business (“Business Combination”)
on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation
of the Business Combination (“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________
and to transfer the proceeds to the above-referenced account at JP Morgan Chase Bank to the effect that, on the Consummation Date,
all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall
direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting
distribution, the Company will not earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been
consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies
the vote of the Company’s shareholders in connection with the Business Combination if a vote is held and (b) joint written
instructions from it and EarlyBirdCapital, Inc. with respect to the transfer of the funds held in the Trust Account (“Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt
of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain
deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company
of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after
the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof,
the Trust Agreement shall be terminated.


 






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In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have
not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the
business day immediately following the Consummation Date as set forth in the notice.


 


	 	Very truly yours,
	 	 
	 	DT ASIA INVESTMENTS LIMITED
	 	 	 
	 	By:	
	 	 	Stephen N. Cannon,

Chief Executive Officer


 


AGREED TO AND


ACKNOWLEDGED BY


 


EARLYBIRDCAPITAL, INC.


 


	By:	 	 


 




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EXHIBIT
B


 


[Letterhead
of Company]                                              


 


[Insert
date]                                              


Continental
Stock Transfer


  & Trust Company


17 Battery
Place


New York,
New York 10004


Attn:
Steven Nelson and Frank Di Paolo


 


Re:Trust
Account No.  530400251___ - Termination Letter


 


Gentlemen:


 


Pursuant to paragraph 1(i)
of the Investment Management Trust Agreement between DT Asia Investments Limited (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of [•], 2014 (“Trust
Agreement”), this is to advise you that the Company has been unable to effect a Business
Combination with a Target Company within the time frame specified in the Company’s Amended and Restated Memorandum and Articles
of Association, as described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on ______________
and to transfer the total proceeds to the Trust Checking Account at JP Morgan Chase Bank, NA to await distribution to the Public
Shareholders. The Company has selected ____________, 20__ as the record date for the purpose of determining the Public Shareholders
entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company
on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your
separate capacity as Paying Agent, to distribute said funds directly to the Public Shareholders in accordance with the terms of
the Trust Agreement and the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of
all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 
	 	DT ASIA INVESTMENTS LIMITED
	 	 	 
	 	By:	 
	 	 	Stephen N. Cannon, 

Chief Executive Officer


  


cc: EarlyBirdCapital, Inc.


 




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EXHIBIT C


 


[Letterhead of Company]                                              


[Insert date]                                              


 


Continental Stock Transfer


  & Trust Company


17 Battery Place


New York, New York 10004


Attn: Steven Nelson and Frank Di Paolo


 


Re: Trust Account No. 530400251
- Extension Letter


 


Gentlemen:


 


Pursuant to Section 1(j) of the Investment Management
Trust Agreement between DT Asia Investments Limited (“Company”) and Continental Stock Transfer & Trust Company,
dated as of [ ], 2014 (“Trust Agreement”), this is to advise you that the Company is extending the time available
in order to consummate a Business Combination by an additional three (3) months, from _______ to _________ (the “Extension”).


 


This Extension Letter shall serve as the notice
required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall
have the meanings ascribed to them in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to deposit $[ ] which will be wired to you into the Trust Account investments upon receipt.


 


This is the [first][second] of up to two Extension
Letters permitted under the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	DT ASIA INVESTMENTS LIMITED
	 	 	 
	 	By:	 
	 	 	Stephen N. Cannon,

Chief Executive Officer


 


cc: EarlyBirdCapital, Inc.


 




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EXHIBIT
D


  


[Letterhead
of Company]                                              


 


[Insert
date]                                              


 


Continental
Stock Transfer


  & Trust Company


17 Battery
Place


New York,
New York 10004


Attn:
 Cynthia Jordan and Sally Williams


 


Re:Trust
Account No. _530400251___


 


Gentlemen:


 


Pursuant to paragraph 2(a)
of the Investment Management Trust Agreement between DT Asia Investments Limited (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of [•] (“Trust
Agreement”), the Company hereby requests that you deliver to the Company $_______ of
the interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its tax obligations.
In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such
funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	DT ASIA INVESTMENTS LIMITED
	 	 	 
	 	By:	 
	 	 	Stephen N. Cannon,

Chief Executive Officer





 


cc: EarlyBirdCapital, Inc.


 




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EXHIBIT
E 


 


[Letterhead
of Company]                                              


 


[Insert
date]                                              


 


Continental
Stock Transfer


  & Trust Company


17 Battery
Place


New York,
New York 10004


Attn:
 Cynthia Jordan and Sally Williams


 


Re:Trust
Account No. _ 530400251_______


 


Gentlemen:


 


Pursuant to paragraph 2(b)
of the Investment Management Trust Agreement between DT Asia Investments Limited (“Company”) and Continental Stock
Transfer & Trust Company (“Trustee”), dated as of [•], 2014 (“Trust
Agreement”), the Company hereby requests that you deliver to the Company $_______ of
the interest income earned on the Property as of the date hereof. The Company needs such funds to cover its expenses relating to
investigating and selecting a target business and other working capital requirements. In accordance with the terms of the Trust
Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this
letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	DT ASIA INVESTMENTS LIMITED
	 	 	 
	 	By:	 
	 	 	Stephen N. Cannon,

Chief Executive Officer


  


cc: EarlyBirdCapital, Inc.


 


 


16