Agreement" means that certain Investment Management Trust Agreement,
dated as of September 30, 2014, as it may be amended, by and between the
Purchaser and the Trustee, as well as any other agreements entered into related
to or governing the Trust Account.
"Trustee" means Continental Stock Transfer & Trust Company, in its capacity as
trustee under the Trust Agreement.
76
13.2 Section References. The following capitalized terms, as used in this
Agreement, have the respective meanings given to them in the Section as set
forth below adjacent to such terms:
Term
Section
Term
Section AAA
12.4
Indemnified Party
8.2 AAA
Procedures
12.4
Indemnifying Party
8.2 Acquisition Proposal
7.6(a)
Interim Balance Sheet Date
5.7(a) Agreement
Preamble
Interim Period
7.2(a) Alternative Earn-Out Payment
2.1
June 30, 2015 PBOC Base Rate
Annex
IV Alternative Transaction
7.6(a)
Loans Receivable
5.24 Amended Charter
7.11(a)
Lock-Up Agreement
9.2(e)(ii) Antitrust Laws
7.9(b)
Loss
8.2
Business Combination
11.1
Management Report
5.7(a) Base Rate Lock Date
Annex IV
Non-Competition Agreement
9.2(e)(i) BWFOE
Recitals
Off-the-Shelf Software Agreements
5.13(a) CFO
2.2
Outbound IP License
5.13(c) China Lending
Recitals
Outside Date
10.1(b) China Lending
Shareholders
Recitals
Party(ies)
Preamble Claim Notice
8.5(b)
PBOC
Base Rate
Annex IV Closing
3.1
PIPE Investment
Recitals Closing Date
3.1
PIPE Investors
Recitals Closing Filing
7.12(b)
PIPE Shares
Recitals Closing Press Release
7.12(b)
Post-Closing Purchaser Board
7.16(a) Company
Preamble
Pro Rata Share
1.2 Company Benefit Plan
5.19(a)
Proxy Documents
7.11(a) Company Disclosure Schedules
Article V
Proxy
Statement
7.11(a) Company Financials
5.7(a)
Public Certifications
4.6(a)
Company IP
5.13(d)
Public Shareholders
11.1 Company IP Licenses
5.13(a)
Purchased Shares
1.1 Company Material Contract
5.12(a)
Purchaser
Preamble Company Permits
5.10
Purchaser Disclosure Schedules
Article IV
Company Personal Property Leases
5.16
Purchaser Financials
4.6(b) Company
Real Property Leases
5.15
Purchaser Material Contracts
4.13(a) Company
Registered IP
5.13(a)
Purchaser Wind-Up Date
7.11(b) Dispute
12.4
Redemption
7.11(a) DT Directors
7.16(a)
Registration Rights Agreement
9.2(e)(iii) DT Representative
Preamble
Related Person
5.21 Earn-Out
Payment
2.1
Released Claims
11.1 Earn-Out Period
2.1
Releasing Persons
11.2 Earn-Out Statement
2.2
Required Shareholder Vote
9.1(a) Earn-Out
Target
2.1
Resolution Period
12.4 Earn-Out Year
2.1
SEC Reports
4.6(a) Enforceability Exceptions
4.2
Seller Directors
7.16(a)
Environmental Permit
5.20(a)
Seller Representative
Preamble Escrow Account
1.3
Sellers
Preamble Escrow Agreement
1.3
Shareholder Meeting
7.11(a) Escrow Shares
1.3
Signing Filing
7.12(b) Exchange Rate
Acknowledgement
9.2(d)(v)
Signing Press Release
7.12(b) Exchange Shares
1.2
Specified Courts
12.5 Expenses
10.3
Supplemental Disclosure
Schedules
7.17(a) Extension
7.11(b)
Termination Fee
10.4 Extension
Documents
7.11(b)
Third Party Claim
8.5(c) Extension Proxy Statement
7.11(b)
Upper Rate Limit
Annex IV Extension Special Meeting
7.11(b)
VIE
Contracts
5.4(b) Federal Securities Laws
7.11(b)
WFOEs
Recitals HK
Holdings
Recitals
XWFOE
Recitals Indemnification Cap
8.4(b)
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IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be signed and
delivered by its respective duly authorized officer as of the date first written
above.
The Purchaser:
DT ASIA INVESTMENTS LIMITED,
a British Virgin Islands
company
By: /s/ HaiBin Wang
Name: HaiBing Wang
Title: Director
The DT Representative:
DETIGER HOLDINGS