### F-1 - F-1
0001983324
2025-04-01
2025-09-30
0001983324
dei:BusinessContactMember
2025-04-01
2025-09-30
0001983324
2025-09-30
0001983324
2025-03-31
0001983324
us-gaap:RelatedPartyMember
2025-09-30
0001983324
us-gaap:RelatedPartyMember
2025-03-31
0001983324
srt:DirectorMember
2025-09-30
0001983324
srt:DirectorMember
2025-03-31
0001983324
us-gaap:CommonClassAMember
2025-09-30
0001983324
us-gaap:CommonClassAMember
2025-03-31
0001983324
us-gaap:CommonClassBMember
2025-09-30
0001983324
us-gaap:CommonClassBMember
2025-03-31
0001983324
2024-03-31
0001983324
us-gaap:RelatedPartyMember
2024-03-31
0001983324
us-gaap:CommonClassAMember
2024-03-31
0001983324
us-gaap:CommonClassBMember
2024-03-31
0001983324
us-gaap:CommonClassBMember
2025-04-01
2025-09-30
0001983324
us-gaap:CommonClassBMember
2024-04-01
2025-03-31
0001983324
2024-04-01
2024-09-30
0001983324
2024-04-01
2025-03-31
0001983324
2023-04-01
2024-03-31
0001983324
2022-04-01
2023-03-31
0001983324
us-gaap:CommonStockMember
us-gaap:CommonClassAMember
2024-03-31
0001983324
us-gaap:CommonStockMember
us-gaap:CommonClassBMember
2024-03-31
0001983324
us-gaap:TreasuryStockCommonMember
2024-03-31
0001983324
us-gaap:AdditionalPaidInCapitalMember
2024-03-31
0001983324
us-gaap:RetainedEarningsMember
2024-03-31
0001983324
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2024-03-31
0001983324
us-gaap:CommonStockMember
us-gaap:CommonClassAMember
2025-03-31
0001983324
us-gaap:CommonStockMember
us-gaap:CommonClassBMember
2025-03-31
0001983324
us-gaap:TreasuryStockCommonMember
2025-03-31
0001983324
us-gaap:AdditionalPaidInCapitalMember
2025-03-31
0001983324
us-gaap:RetainedEarningsMember
2025-03-31
0001983324
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2025-03-31
0001983324
us-gaap:CommonStockMember
us-gaap:CommonClassAMember
2022-03-31
0001983324
us-gaap:CommonStockMember
us-gaap:CommonClassBMember
2022-03-31
0001983324
us-gaap:AdditionalPaidInCapitalMember
2022-03-31
0001983324
us-gaap:RetainedEarningsMember
2022-03-31
0001983324
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2022-03-31
0001983324
2022-03-31
0001983324
us-gaap:CommonStockMember
us-gaap:CommonClassAMember
2023-03-31
0001983324
us-gaap:CommonStockMember
us-gaap:CommonClassBMember
2023-03-31
0001983324
us-gaap:AdditionalPaidInCapitalMember
2023-03-31
0001983324
us-gaap:RetainedEarningsMember
2023-03-31
0001983324
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2023-03-31
0001983324
2023-03-31
0001983324
us-gaap:CommonStockMember
us-gaap:CommonClassAMember
2024-04-01
2024-09-30
0001983324
us-gaap:CommonStockMember
us-gaap:CommonClassBMember
2024-04-01
2024-09-30
0001983324
us-gaap:TreasuryStockCommonMember
2024-04-01
2024-09-30
0001983324
us-gaap:AdditionalPaidInCapitalMember
2024-04-01
2024-09-30
0001983324
us-gaap:RetainedEarningsMember
2024-04-01
2024-09-30
0001983324
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2024-04-01
2024-09-30
0001983324
us-gaap:CommonStockMember
us-gaap:CommonClassAMember
2025-04-01
2025-09-30
0001983324
us-gaap:CommonStockMember
us-gaap:CommonClassBMember
2025-04-01
2025-09-30
0001983324
us-gaap:TreasuryStockCommonMember
2025-04-01
2025-09-30
0001983324
us-gaap:AdditionalPaidInCapitalMember
2025-04-01
2025-09-30
0001983324
us-gaap:RetainedEarningsMember
2025-04-01
2025-09-30
0001983324
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2025-04-01
2025-09-30
0001983324
us-gaap:CommonStockMember
us-gaap:CommonClassAMember
2022-04-01
2023-03-31
0001983324
us-gaap:CommonStockMember
us-gaap:CommonClassBMember
2022-04-01
2023-03-31
0001983324
us-gaap:AdditionalPaidInCapitalMember
2022-04-01
2023-03-31
0001983324
us-gaap:RetainedEarningsMember
2022-04-01
2023-03-31
0001983324
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2022-04-01
2023-03-31
0001983324
us-gaap:CommonStockMember
us-gaap:CommonClassAMember
2023-04-01
2024-03-31
0001983324
us-gaap:CommonStockMember
us-gaap:CommonClassBMember
2023-04-01
2024-03-31
0001983324
us-gaap:AdditionalPaidInCapitalMember
2023-04-01
2024-03-31
0001983324
us-gaap:RetainedEarningsMember
2023-04-01
2024-03-31
0001983324
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2023-04-01
2024-03-31
0001983324
us-gaap:CommonStockMember
us-gaap:CommonClassAMember
2024-04-01
2025-03-31
0001983324
us-gaap:CommonStockMember
us-gaap:CommonClassBMember
2024-04-01
2025-03-31
0001983324
us-gaap:AdditionalPaidInCapitalMember
2024-04-01
2025-03-31
0001983324
us-gaap:RetainedEarningsMember
2024-04-01
2025-03-31
0001983324
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2024-04-01
2025-03-31
0001983324
us-gaap:CommonStockMember
us-gaap:CommonClassAMember
2024-09-30
0001983324
us-gaap:CommonStockMember
us-gaap:CommonClassBMember
2024-09-30
0001983324
us-gaap:TreasuryStockCommonMember
2024-09-30
0001983324
us-gaap:AdditionalPaidInCapitalMember
2024-09-30
0001983324
us-gaap:RetainedEarningsMember
2024-09-30
0001983324
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2024-09-30
0001983324
2024-09-30
0001983324
us-gaap:CommonStockMember
us-gaap:CommonClassAMember
2025-09-30
0001983324
us-gaap:CommonStockMember
us-gaap:CommonClassBMember
2025-09-30
0001983324
us-gaap:TreasuryStockCommonMember
2025-09-30
0001983324
us-gaap:AdditionalPaidInCapitalMember
2025-09-30
0001983324
us-gaap:RetainedEarningsMember
2025-09-30
0001983324
us-gaap:AccumulatedOtherComprehensiveIncomeMember
2025-09-30
0001983324
RMSG:RealMessengerIncMember
2021-09-24
0001983324
RMSG:RealCorporationLimitedMember
2015-04-09
0001983324
RMSG:HohojoComLimitedMember
2008-03-18
0001983324
us-gaap:TransferredOverTimeMember
2025-04-01
2025-09-30
0001983324
us-gaap:TransferredOverTimeMember
2024-04-01
2024-09-30
0001983324
RMSG:YearEndSpotRateMember
2025-09-30
0001983324
RMSG:YearEndSpotRateMember
2024-09-30
0001983324
RMSG:AverageRateMember
2025-09-30
0001983324
RMSG:AverageRateMember
2024-09-30
0001983324
RMSG:YearEndSpotRateMember
2025-03-31
0001983324
RMSG:YearEndSpotRateMember
2024-03-31
0001983324
RMSG:YearEndSpotRateMember
2023-03-31
0001983324
RMSG:AverageRateMember
2025-03-31
0001983324
RMSG:AverageRateMember
2024-03-31
0001983324
RMSG:AverageRateMember
2023-03-31
0001983324
us-gaap:ServiceMember
2025-04-01
2025-09-30
0001983324
RMSG:OperatingMember
2025-04-01
2025-09-30
0001983324
RMSG:NovaPulsarHoldingsLimitedMember
2024-03-31
0001983324
RMSG:NovaPulsarHoldingsLimitedMember
2024-04-30
0001983324
RMSG:NovaPulsarHoldingsLimitedMember
2025-09-30
0001983324
RMSG:NovaPulsarHoldingsLimitedMember
2025-06-02
2026-06-02
0001983324
RMSG:NovaPulsarHoldingsLimitedMember
us-gaap:CommonClassAMember
2025-06-02
0001983324
RMSG:NovaPulsarHoldingsLimitedMember
us-gaap:CommonClassAMember
2025-06-05
2025-06-05
0001983324
RMSG:NovaPulsarHoldingsLimitedMember
2024-04-30
0001983324
RMSG:NovaPulsarHoldingsLimitedMember
2025-03-31
0001983324
us-gaap:RelatedPartyMember
2025-03-31
0001983324
us-gaap:RelatedPartyMember
2024-03-31
0001983324
RMSG:NovaPulsarHoldingsLimitedMember
us-gaap:CommonClassAMember
us-gaap:SubsequentEventMember
2025-06-05
2025-06-05
0001983324
us-gaap:CommonClassAMember
2025-04-01
2025-09-30
0001983324
us-gaap:WarrantMember
2025-09-30
0001983324
RMSG:PublicWarrantsMember
2025-09-30
0001983324
RMSG:PublicWarrantsMember
2025-03-31
0001983324
RMSG:PrivateWarrantsMember
2025-09-30
0001983324
RMSG:PrivateWarrantsMember
2025-03-31
0001983324
us-gaap:CommonClassAMember
2025-03-31
2025-03-31
0001983324
us-gaap:CommonClassAMember
srt:MinimumMember
2025-03-31
0001983324
us-gaap:CommonClassAMember
srt:MaximumMember
2025-03-31
0001983324
us-gaap:CommonClassAMember
2024-04-01
2025-03-31
0001983324
us-gaap:WarrantMember
2025-03-31
0001983324
RMSG:PublicAndPrivateWarrantsMember
2025-04-01
2025-09-30
0001983324
us-gaap:PrivatePlacementMember
2025-03-31
0001983324
country:US
2025-04-01
2025-09-30
0001983324
country:HK
2025-04-01
2025-09-30
0001983324
country:HK
2025-09-30
0001983324
country:US
2025-09-30
0001983324
country:HK
2025-03-31
0001983324
country:US
2025-03-31
0001983324
country:US
2024-04-01
2025-03-31
0001983324
country:HK
2024-04-01
2025-03-31
0001983324
country:HK
2024-03-31
0001983324
country:US
2024-03-31
0001983324
country:KY
2025-04-01
2025-09-30
0001983324
country:KY
2024-04-01
2024-09-30
0001983324
country:HK
2024-04-01
2024-09-30
0001983324
country:US
2024-04-01
2024-09-30
0001983324
country:KY
2024-04-01
2025-03-31
0001983324
country:KY
2023-04-01
2024-03-31
0001983324
country:KY
2022-04-01
2023-03-31
0001983324
country:HK
2023-04-01
2024-03-31
0001983324
country:HK
2022-04-01
2023-03-31
0001983324
country:US
2023-04-01
2024-03-31
0001983324
country:US
2022-04-01
2023-03-31
0001983324
RMSG:KwaiHoiMaMember
2025-04-01
2025-09-30
0001983324
RMSG:MuiKoMember
2025-04-01
2025-09-30
0001983324
RMSG:EdinburghDHHoldingsLimitedMember
2025-04-01
2025-09-30
0001983324
RMSG:FantasticGlobalVentureLimitedMember
2025-04-01
2025-09-30
0001983324
RMSG:TKOInvestmentsLimitedMember
2025-04-01
2025-09-30
0001983324
RMSG:BloomingtonDHHoldingsLimitedMember
2025-04-01
2025-09-30
0001983324
RMSG:NovaPulsarHoldingsLimitedMember
2025-04-01
2025-09-30
0001983324
RMSG:KwaiHoiMaMember
2024-04-01
2025-03-31
0001983324
RMSG:MuiKoMember
2024-04-01
2025-03-31
0001983324
RMSG:EdinburghDHHoldingsLimitedMember
2024-04-01
2025-03-31
0001983324
RMSG:FantasticGlobalVentureLimitedMember
2024-04-01
2025-03-31
0001983324
RMSG:TKOInvestmentsLimitedMember
2024-04-01
2025-03-31
0001983324
RMSG:BloomingtonDHHoldingsLimitedMember
2024-04-01
2025-03-31
0001983324
RMSG:NovaPulsarHoldingsLimitedMember
2024-04-01
2025-03-31
0001983324
RMSG:TrueBlueEntertainmentLLCMember
2024-04-01
2025-03-31
0001983324
RMSG:MuiKoMember
2024-04-01
2024-09-30
0001983324
RMSG:KwaiHoiMaMember
2024-04-01
2024-09-30
0001983324
RMSG:KwaiHoiMaMember
2025-09-30
0001983324
RMSG:KwaiHoiMaMember
2024-09-30
0001983324
RMSG:TKOInvestmentLimitedMember
2025-04-01
2025-09-30
0001983324
RMSG:TKOInvestmentLimitedMember
2024-04-01
2024-09-30
0001983324
RMSG:EdinburghDHHoldingsLimitedMember
2024-04-01
2024-09-30
0001983324
RMSG:FantasticGlobalVentureLimitedMember
2024-04-01
2024-09-30
0001983324
us-gaap:RelatedPartyMember
2025-04-01
2025-09-30
0001983324
us-gaap:RelatedPartyMember
2024-04-01
2024-09-30
0001983324
RMSG:KwaiHoiMaMember
2023-04-01
2024-03-31
0001983324
RMSG:KwaiHoiMaMember
2022-04-01
2023-03-31
0001983324
RMSG:MuiKoMember
2023-04-01
2024-03-31
0001983324
RMSG:MuiKoMember
2022-04-01
2023-03-31
0001983324
us-gaap:RelatedPartyMember
2024-04-01
2025-03-31
0001983324
us-gaap:RelatedPartyMember
2023-04-01
2024-03-31
0001983324
us-gaap:RelatedPartyMember
2022-04-01
2023-03-31
0001983324
RMSG:NovaPulsarHoldingsLimitedMember
2023-04-01
2024-03-31
0001983324
RMSG:NovaPulsarHoldingsLimitedMember
2022-04-01
2023-03-31
0001983324
RMSG:TKOInvestmentLimitedMember
2024-04-01
2025-03-31
0001983324
RMSG:TKOInvestmentLimitedMember
2023-04-01
2024-03-31
0001983324
RMSG:TKOInvestmentLimitedMember
2022-04-01
2023-03-31
0001983324
RMSG:FantasticGlobalVentureLimitedMember
2023-04-01
2024-03-31
0001983324
RMSG:FantasticGlobalVentureLimitedMember
2022-04-01
2023-03-31
0001983324
RMSG:EdinburghDHHoldingsLimitedMember
2023-04-01
2024-03-31
0001983324
RMSG:EdinburghDHHoldingsLimitedMember
2022-04-01
2023-03-31
0001983324
RMSG:TrueBlueMember
2024-04-01
2025-03-31
0001983324
RMSG:TrueBlueMember
2023-04-01
2024-03-31
0001983324
RMSG:TrueBlueMember
2022-04-01
2023-03-31
0001983324
RMSG:NovaPulsarHoldingsLimitedMember
2025-03-31
0001983324
RMSG:KwaiHoiMaMember
2025-03-31
0001983324
RMSG:KwaiHoiMaMember
2024-03-31
0001983324
RMSG:EdinburghDHHoldingsLimitedMember
2025-03-31
0001983324
RMSG:EdinburghDHHoldingsLimitedMember
2024-03-31
0001983324
RMSG:FantasticGlobalVentureLimitedMember
2025-03-31
0001983324
RMSG:FantasticGlobalVentureLimitedMember
2024-03-31
0001983324
us-gaap:SubsequentEventMember
RMSG:BloomingtonDHHoldingsLimitedMember
us-gaap:CommonClassBMember
2026-03-25
2026-03-25
0001983324
us-gaap:SubsequentEventMember
RMSG:BloomingtonDHHoldingsLimitedMember
us-gaap:CommonClassBMember
2026-03-25
0001983324
us-gaap:CommonClassAMember
us-gaap:SubsequentEventMember
2025-06-05
2025-06-05
0001983324
us-gaap:CommonClassAMember
us-gaap:SubsequentEventMember
2025-07-05
0001983324
RMSG:MergerAgreementMember
2025-03-31
0001983324
RMSG:MergerAgreementMember
us-gaap:CommonStockMember
2024-04-01
2025-03-31
0001983324
RMSG:MergerAgreementMember
us-gaap:CommonClassAMember
2024-04-01
2025-03-31
0001983324
RMSG:MergerAgreementMember
us-gaap:CommonClassBMember
2024-04-01
2025-03-31
0001983324
RMSG:RedomesticationMergerMember
2024-04-01
2025-03-31
0001983324
RMSG:RedomesticationMergerMember
RMSG:ConvertiblePromissoryNoteMember
2024-04-01
2025-03-31
0001983324
RMSG:RedomesticationMergerMember
RMSG:PrivatePlacementInvestorsMember
2024-04-01
2025-03-31
0001983324
RMSG:RedomesticationMergerMember
RMSG:UnderwriterMember
2024-04-01
2025-03-31
0001983324
2022-07-01
2022-07-31
0001983324
2024-03-01
2024-03-31
0001983324
RMSG:MercatusGroupLLCMember
2025-03-31
0001983324
RMSG:MercatusGroupLLCMember
2024-03-31
0001983324
RMSG:ThreeInvestorsMember
RMSG:ConvertiblePromissoryNotesMember
2023-10-04
0001983324
RMSG:ThreeInvestorsMember
RMSG:ConvertiblePromissoryNotesMember
2023-10-04
2023-10-04
0001983324
RMSG:TKOInvestmentsLimitedMember
RMSG:ConvertiblePromissoryNotesMember
2024-06-28
0001983324
RMSG:CompassAIVentureIncorporationMember
RMSG:ConvertiblePromissoryNotesMember
2024-07-09
0001983324
RMSG:TKOInvestmentsLimitedMember
RMSG:ConvertiblePromissoryNotesMember
2024-06-28
2024-07-09
0001983324
us-gaap:CommonClassAMember
2024-11-19
2024-11-19
0001983324
us-gaap:CommonClassAMember
srt:MinimumMember
2024-11-19
0001983324
us-gaap:CommonClassAMember
srt:MaximumMember
2024-11-19
0001983324
RMSG:ConvertiblePromissoryNotesMember
2024-04-01
2025-03-31
0001983324
RMSG:ConvertiblePromissoryNotesMember
2023-04-01
2024-03-31
0001983324
us-gaap:RelatedPartyMember
RMSG:ConvertiblePromissoryNotesMember
2023-10-04
0001983324
us-gaap:RelatedPartyMember
RMSG:ConvertiblePromissoryNotesMember
2023-10-04
2023-10-04
0001983324
us-gaap:RelatedPartyMember
RMSG:ConvertiblePromissoryNotesMember
2024-06-28
0001983324
RMSG:ConvertiblePromissoryNotesMember
us-gaap:RelatedPartyMember
2024-04-01
2025-03-31
0001983324
RMSG:ConvertiblePromissoryNotesMember
us-gaap:RelatedPartyMember
2023-04-01
2024-03-31
0001983324
us-gaap:CreditRiskMember
2024-10-01
0001983324
us-gaap:CreditRiskMember
2025-03-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
iso4217:HKD
RMSG:Segment
As
filed with the U.S. Securities and Exchange Commission on May 26, 2026.
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
F-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
REAL
MESSENGER CORPORATION
(Exact
name of Registrant as specified in its charter)
Not
Applicable
(Translation
of Registrant’s name into English)
Cayman
Islands |
|
7389 |
|
Not
Applicable |
(State
or other jurisdiction of |
|
(Primary
Standard Industrial |
|
(I.R.S.
Employer |
incorporation
or organization) |
|
Classification
Code Number) |
|
Identification
number) |
Mr.
Kwai Hoi Ma (Thomas Ma)
695
Town Centre Drive, Suite 1200
Costa
Mesa , CA 92626
Tel:
+1-657 - 408-8684
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street , 18th Floor
New York , NY 10168
Tel: (212) 947-7200
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies
to:
Lawrence
S. Venick, Esq.
Loeb
& Loeb LLP
10100
Santa Monica Boulevard
Suite 2200
Los Angeles, CA 90067
Telephone:
+1 310-728-5129
|
|
Joan
Wu, Esq.
Hunter
Taubman Fischer & Li LLC
950
Third Avenue, 19 th Floor
New
York, NY 10022
Telephone:
212-530-2210
|
Approximate
date of commencement of proposed sale to the public : as soon as practicable after the effective date of this registration statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth
company ☒
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to section 7(a)(2)(B) of the Securities Act. ☐
†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
The
information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities
and it is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY
PROSPECTUS |
Subject
to Completion |
Dated
May 26, 2026 |
Up to 6,802,721 Units, Each Unit Consisting
of One Class A Ordinary Share or one Pre-Funded Warrant to Purchase one Class A Ordinary Share and
One Common Warrant to purchase One Class
A Ordinary Share
Up to 204,081 Placement Agent Warrants to
purchase up to 204,081 Class A Ordinary Shares
Class A Ordinary Shares underlying
the Common Warrants, the Pre-Funded Warrants and the Placement Agent Warrants
Real
Messenger Corporation
We are offering on a best efforts basis up to
6,802,721 (the “ Units ”), each consisting of one Class A Ordinary Share, par value US$0.0001 per share (each
a “ Class A Ordinary Share ” and collectively the “ Class A Ordinary Shares ”) of Real Messenger Corporation
(“ Real Messenger Corporation ”, the “ Company ”, “ we ”, “ our ”,
“ us ”) or one Pre-Funded Warrant (as defined below) in lieu thereof, and one warrant to purchase one Class A
Ordinary Share (“ Common Warrant ”), at an assumed offering price of US$1.47 per Unit. The Units
have no stand-alone rights and will not be certified or issued as stand-alone securities. Each Common Warrant is exercisable immediately
on the date of issuance at an exercise price of US$1.47 per share (equal to 100% of the assumed public offering price of
each Unit sold in this offering), and will expire five years from the date of issuance.
We are also offering to each purchaser of Units
that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our outstanding Class A Ordinary Shares
immediately following the consummation of this offering the opportunity to purchase Units consisting of one Class A Ordinary Share
or one pre-funded warrant to purchase one Class A Ordinary Share (in lieu of one Class A Ordinary Share) (the “ Pre-Funded
Warrants ”), and one Common Warrant. A holder of Pre-Funded Warrants will not have the right to exercise any portion of
its Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of
the holder, such limit may be increased to up to 9.99%) of the number of Class A Ordinary Shares outstanding immediately after giving
effect to such exercise. Each Pre-Funded Warrant will entitle the holder thereof to subscribe for one Class A Ordinary Share.
The purchase price of each Unit including a Pre-Funded Warrant will be equal to the price per Unit including one Class A Ordinary Share,
minus $0.0001, and the remaining exercise price of each Pre-Funded Warrant will be $0.0001 per Class A Ordinary Share. The Pre-Funded
Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised at any time until all of the
Pre-Funded Warrants are exercised in full. For each Unit including a Pre-Funded Warrant we sell (without regard to the limitation on
exercise set forth therein), the number of Units including a Class A Ordinary Share we are offering will be decreased on a one-for-one
basis.
The Class A Ordinary Shares and the accompanying
Common Warrants, or the Pre-Funded Warrants and the accompanying Common Warrants, can only be purchased together in this offering but
will be issued separately and will be immediately separable upon issuance. We are also registering the Class A Ordinary Shares, the Pre-Funded
Warrants and the Common Warrants included in the Units offered hereby, the Placement Agent Warrants (as defined below) as well
as the underlying Class A Ordinary Shares issuable from time to time upon exercise of the Pre-Funded Warrants and the Common Warrants
included in the Units offered hereby and the Placement Agent Warrants.
Our Class A Ordinary Shares are listed on the Nasdaq
Capital Market under the symbol “RMSG.” On May 12, 2026, the last reported sales price of our Class A Ordinary Shares
on the Nasdaq Capital Market was US$1.47 per share.
There
is no established trading market for the Common Warrants, the Pre-Funded Warrants and the Placement Agent Warrants, and
we do not expect an active trading market to develop. We do not intend to list the Common Warrants, the Pre-Funded Warrants or the Placement
Agent Warrants on any securities exchange or other trading market. Without an active trading market, the liquidity of these securities
will be limited.
The
securities will be offered at a fixed price and are expected to be issued in a single closing. We expect this offering to be completed
not later than one business day following the commencement of sales in this offering (the effective date of the registration statement
of which this prospectus forms a part) and we will deliver all securities to be issued in connection with this offering on a delivery-versus-payment
/ receipt-versus-payment upon receipt of investor funds by us. Accordingly, neither we nor the placement agent have made any arrangements
to place investor funds in an escrow account or trust account since the placement agent will not receive investor funds in connection
with the sale of the securities offered hereunder.
We
have engaged Maxim Group LLC as our exclusive placement agent (“ Maxim ” or the “ placement agent ”)
to use its reasonable best efforts to solicit offers to purchase our securities in this offering. The placement agent has no obligation
to purchase any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities.
Because there is no minimum offering amount required as a condition to closing in this offering, the actual public offering amount, placement
agent’s fee and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering
amounts set forth above and throughout this prospectus. We have agreed to pay the placement agent the placement agent fees set forth
in the table below. We have also agreed to issue to the placement agent or its designees at the closing of this offering, as compensation
in connection with this offering, warrants (“ Placement Agent Warrants ”) to purchase a number of Class A Ordinary Shares
equal to three percent (3.0%) of the total number of Class A Ordinary Shares sold in this offering, at an exercise price equal to 100%
of the initial exercise price of the Common Warrants issued in this offering. The Placement Agent Warrants will be exercisable commencing
six (6) months after the date of effectiveness of the registration statement of which this prospectus is a part, and will remain exercisable
until the three (3) year anniversary of such date. See “ Plan of Distribution ” in this prospectus
for more information.
Any
proceeds from the sale of Units offered by us will be available for our immediate use, despite uncertainty about whether we would be
able to use such funds to effectively implement our business plan. See “ Risk Factors ” on page 10 for more
information.
We
have a dual class ordinary share structure, comprising Class A Ordinary Shares and Class B ordinary shares, par value US$0.0001
per share (the Class B Ordinary Shares ”). Holders of Class A and Class B Ordinary Shares will have the same rights, including
dividend rights, except that (i) each Class A Ordinary Share entitles holders thereof to one (1) vote, and each
Class B Ordinary Share entitles holders thereof to twenty-five (25) votes, on all matters subject to vote at general meetings
of the Company, (ii) Class B Ordinary Shares may be converted into the same number of Class A Ordinary Shares at the option of the
holders thereof at any time, while Class A Ordinary Shares cannot be converted into Class B Ordinary Shares under any circumstances,
and (iii) upon the transfer or disposition of any Class B Ordinary Share by a holder thereof or the change in ultimate beneficial
ownership of any Class B Ordinary Shares to any person other than certain types of transferees as specified in the memorandum
and articles of association of the Company, such Class B Ordinary Share will be automatically and immediately converted into one
Class A Ordinary Share. See “ Description of Share Capital ” for more details regarding our Class A Ordinary Shares
and Class B Ordinary Shares.
Investing
in the Class A Ordinary Shares involves risks. See section titled “ Risk Factors ” of this prospectus.
We
are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and will be subject
to reduced public company reporting requirements.
Investing
in our Class A Ordinary Shares is highly speculative and involves a significant degree of risk. See “Risk Factors”
beginning on page 10 of this prospectus for a discussion of information that should be considered before making a decision to
purchase our Class A Ordinary Shares.
Neither
the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
We
are not an operating company but rather a Cayman Islands holding company without material operations and our business is conducted by
our subsidiaries in Hong Kong and this structure involves unique risks to investors. Although we have direct ownership of our operating
entities in Hong Kong and currently do not have or intend to have any contractual arrangement to establish a variable interest entity
(VIE) structure with any entity in mainland China, Chinese government may still exercise significant oversight over the business in Hong
Kong and Chinese regulatory authorities could disallow this structure, which would likely result in a material change in our operations
and/or a material change in the value of the securities are registering for sale, including that it could cause the value of such securities
to significantly decline or become worthless. See “Risk Factors— Our business is subject to complex and rapidly evolving
laws and regulations in the PRC. The Chinese government may exercise significant oversight and discretion over the conduct of our business
and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value
of our securities.”
This
is an offering of the Class A Ordinary Shares and Common Warrants of Real Messenger Corporation, the holding company incorporated in
the Cayman Islands, instead of shares of our operating entity in Hong Kong. You may never directly hold any equity interest in our operating
entity.
All
of our operations are conducted by our subsidiary in Hong Kong. Our Company currently does not have any substantive operations in mainland
China. Accordingly, the PRC laws and regulations do not currently have any material impact on our business, financial condition and results
of operations. However, in the event that we or our Hong Kong subsidiaries were to become subject to PRC laws and regulations, we could
incur material costs to ensure compliance, and we or our Hong Kong subsidiaries might be subject to fines, experience devaluation
of securities or delisting, no longer be permitted to conduct offerings to foreign investors, and\or no longer be permitted to continue
business operations as presently conduct. Although we have direct ownership of our operating entities in Hong Kong and currently do not
have or intend to have any contractual arrangement to establish a variable interest entity (VIE) structure with any entity in mainland
China, we are still subject to certain legal and operational risks associated with our operating subsidiaries being based in Hong Kong
and having all of its operations to date in Hong Kong. Additionally, the legal and operational risks associated in mainland China may
also apply to operations in Hong Kong, and we face the risks and uncertainties associated with the complex and evolving PRC laws and
regulations and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data
and cyberspace security, and anti-monopoly concerns, would be applicable to companies such as our operating entities or Real Messenger
Corporation, given our substantial operations in Hong Kong and the Chinese government may exercise significant oversight over the business
in Hong Kong. These risks could result in material changes in our operations and/or the value of the securities we are registering for
sale or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the
value of such securities to significantly decline or be worthless. Recently, the PRC government initiated a series of regulatory actions
and statements to regulate business operations in certain areas in China with little advance notice, including a cracking down on illegal
activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend
the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement, which may in the future impact our ability
to conduct out business, accept foreign investments or list on a U.S. or other foreign exchange if we were to become subject to such
regulations. Nevertheless, since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or
administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations
will be modified or promulgated, if any. It is also highly uncertain what the potential impacts such modified or new laws and regulations
will have on our business operations, its ability to accept foreign investments and the listing of our Class A
Ordinary Shares on a U.S. or other foreign exchanges. If certain PRC laws and regulations were to become applicable to a company in Hong
Kong, such as Real Messenger Corporation in the future, the application of such laws and
regulations may have a material adverse impact on our business, financial condition and results of operations and our ability to offer
or continue to offer securities to investors, any of which may cause the value of our securities, including the Class A Ordinary Shares,
to s ignificantly decline or become worthless.
The
Holding Foreign Companies Accountable Act, or the HFCA Act, was enacted on December 18, 2020. In accordance with the HFCA Act, trading
in securities of any registrant on a national securities exchange or in the over-the-counter trading market in the United States may
be prohibited if the PCAOB determines that it cannot inspect or fully investigate the registrant’s auditor for three consecutive
years beginning in 2021, and, as a result, an exchange may determine to delist the securities of such registrant. On December 29, 2022,
a legislation entitled “Consolidated Appropriations Act, 2023” was signed into law by President Biden, which has shortened
the Holding Foreign Companies Accountable Act’s timeline for a potential trading prohibition from three years to two years, thus
reducing the time period before our securities may be prohibited from trading or delisted if our auditor is unable to meet the PCAOB
inspection requirement. The Company’s auditor, Marcum Asia CPAs LLP. is headquartered in the U.S. and the Public Company Accounting
Oversight Board (United States) (the “ PCAOB ”) currently has access to inspect the working papers of our auditor and
our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021, which determinations were vacated on December
15, 2022. The Holding Foreign Companies Accountable Act and related regulations currently does not affect the Company as the Company’s
auditor is subject to PCAOB’s inspection and investigation. See “ Risk Factors— The securities of the Company may
be delisted or prohibited from being traded “over-the-counter” under the Holding Foreign Companies Accountable Act and the
Accelerated Holding Foreign Companies Accountable Act if the PCAOB were unable to fully inspect the company’s auditor. ”
There
has been no cash flows and transfers of assets between the holding company and its subsidiaries .
See Consolidated Financial Statements and See “ Risk Factors – Our business is subject to complex and rapidly evolving
laws and regulations in the PRC. The Chinese government may exercise significant oversight and discretion over the conduct of our business
and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value
of our securities. ” None of our subsidiaries has made any dividend payment or distribution to our holding company as of the
date this prospectus and they have no plans to make any distribution or dividend payment to the holding company in the near future. Neither
the Company nor any of its subsidiaries has made any dividends or distributions to U.S. investors as of the date of this prospectus.
All our subsidiaries are in Hong Kong, there is no restrictions on foreign exchange for our subsidiaries and holding company and they
are able to transfer cash or assets among these entities, across borders and to US investors. Also, there is no restrictions and limitations
on the abilities for them to distribute earnings from their businesses, including from subsidiaries to the parent company or from the
holding company to the U.S. investors as well as the abilities to settle amounts owed. However, PRC may impose greater restrictions on
our Hong Kong subsidiaries’ abilities to transfer cash out of Hong Kong and to the holding company, which could adversely affect
our business, financial condition and results of operations. To the extent cash or assets in the business is in the PRC/Hong Kong or
a PRC/Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC/Hong Kong due
to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government
to transfer cash or assets. See “ Risk Factors— We may become subject to a variety of PRC laws and other obligations regarding
overseas listing rules and data security, and any failure to comply with applicable laws and obligations could have a material adverse
effect on our business, financial condition and results of operations. ” We did not adopt or maintain any cash management policies
and procedures as of the date of this prospectus. There is no further PRC/Hong Kong statutory restriction on the amount of funds which
may be distributed by us by dividend. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share
premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its
debts as they fall due in the ordinary course of business. Subject to any rights and restrictions for the time being attached to any
shares, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors.
The timing, amount and form of future dividends (if any) are subject to the discretion of our board of directors, subject to certain
requirements of Cayman Islands law and will depend on, among other things, our future results of operations and cash flow, our capital
requirements and surplus, the amount of distributions, if any, received by us from the operating entities, our financial condition, contractual
restrictions and other factors deemed relevant by our board of directors.
The
terms the “ Company ”, “ Real Messenger Corporation ”, “ we ”, “ us ”,
“ our company ”, and “ our ” refer to Real Messenger Corporation, an exempted company with limited
liability incorporated under the laws of the Cayman Islands and its subsidiaries. We currently conduct our business through our wholly
owned subsidiary incorporated under the laws of Hong Kong, Real Corporation Limited, which engages in the business of digital brokerage
operations in real estate. The securities offered in this prospectus are securities of Real Messenger Corporation, our Cayman Islands
holding company and investors are purchasing an interest in Real Messenger Corporation, not our operating entities in Hong Kong.
The
date of this prospectus is [ ], 2026
We
are a holding company that is incorporated in the Cayman Islands. As a holding company with no operations, we conduct all of our operations
through our subsidiaries in Hong Kong. The securities offered in this offering are securities of the holding company that is incorporated
in the Cayman Islands. Investors of our securities should be aware that they may never directly hold equity interests in our subsidiaries.
We
are an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities
laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future
filings. Please see “ Prospectus Summary — Implications of Our Being an Emerging Growth Company ” and “ Implications
of Being a Foreign Private Issuer ” beginning on page 5 of this prospectus.
|
|
Price
to Public |
|
|
Placement
Agent Fees (1) (2) |
|
|
Proceeds,
before Expenses (3) |
|
Per
Unit |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Represents
a cash fee equal to up to 6.5% of the aggregate purchase price paid by investors in this offering. See “ Plan of Distribution ”
for a description of compensation payable to the placement agent. |
|
|
(2) |
The
placement agent will receive compensation in addition to the placement agent fees. The Company has agreed to issue to the placement
agent Placement Agent Warrants covering a number of Class A Ordinary Shares equal to three percent (3.0%) of the total number
of Class A Ordinary Shares being sold in the Offering. The amount of offering proceeds to us presented in this table does not give
effect to any exercise of the Common Warrants or the Placement Agent Warrants. For a description of compensation payable to the underwriter,
see “ Plan of Distribution ” beginning on page 90 |
|
|
(3) |
The
amount of offering proceeds to us presented in this table does not give effect to any exercise of the Common Warrants. |
We
expect to deliver the Units against payment in U.S. dollars in New York, NY to investors on or about [ ], 2026.
Maxim
Group LLC
Prospectus
dated [ ], 2026
TABLE
OF CONTENTS
|
|
Page |
Prospectus Summary |
|
1 |
The Offering |
|
8 |
Risk Factors |
|
10 |
Special Note regarding Forward-Looking Statements and Industry Data |
|
42 |
Use of Proceeds |
|
43 |
Dividend Policy |
|
44 |
EXCHANGE RATE INFORMATION |
|
45 |
Enforceability of Civil Liabilities |
|
46 |
CAPITALIZATION |
|
47 |
DILUTION |
|
48 |
CORPORATE HISTORY AND STRUCTURE |
|
49 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
|
51 |
BUSINESS |
|
66 |
REGULATIONS |
|
77 |
MANAGEMENT |
|
80 |
PRINCIPAL SHAREHOLDERS |
|
86 |
RELATED PARTY TRANSACTIONS |
|
87 |
Shares ELIGible for future SAle |
|
89 |
PLAN OF DISTRIBUTION |
|
90 |
Description of Share Capital |
|
96 |
DESCRIPTION OF SECURITIES WE ARE OFFERING |
|
104 |
Taxation |
|
106 |
Expenses Related To This Offering |
|
115 |
Legal Matters |
|
116 |
Experts |
|
117 |
Where You Can Find Additional Information |
|
118 |
i |
Neither
we nor the placement agent has authorized anyone to provide you with any information or to make any representations other than as contained
in this prospectus or any related free writing prospectus. Neither we nor the placement agent takes responsibility for, and provide no
assurance about the reliability of, any information that others may give you. This prospectus is an offer to sell only the securities
offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus
is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities.
Our business, financial condition, results of operations and prospects may have changed since that date.
For
investors outside the United States: Neither we nor the placement agent has done anything that would permit this offering or possession
or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons
outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating
to, the offering of the Units and the distribution of this prospectus outside the United States.
Our
financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results do not necessarily indicate our
expected results for any future periods.
ii |
About
this Prospectus
This
prospectus is part of the registration statement that we filed with the Securities and Exchange Commission (the
“ SEC ”). As permitted by the rules and regulations of the SEC, the registration statement filed by us includes
additional information not contained in this prospectus.
This
prospectus and the documents incorporated by reference into this prospectus include important information about us, the securities being
offered and other information you should know before investing in our securities. You should not assume that the information contained
in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information
we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though
this prospectus is delivered or Class A Ordinary Shares are sold or otherwise disposed of on a later date. It is important for you to
read and consider all information contained in this prospectus, including the documents incorporated by reference therein, in making
your investment decision. You should also read and consider the information in the documents to which we have referred you under “ Where
You Can Find More Information ” in this prospectus.
You
should rely only on this prospectus and the information incorporated or deemed to be incorporated by reference in this prospectus. We
have not authorized anyone to give any information or to make any representation to you other than those contained or incorporated by
reference in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus
does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document
that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in
some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,
such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
Unless
otherwise indicated, information contained or incorporated by reference in this prospectus concerning our industry, including our
general expectations and market opportunity, is based on information from our own management estimates and research, as well as from
industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived
from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we
believe to be reasonable. In addition, assumptions and estimates of our and our industry’s future performance are necessarily
uncertain due to a variety of factors, including those described in “ Risk Factors ” beginning on page 10 of this
prospectus. These and other factors could cause our future performance to differ materially from our assumptions and
estimates.
For
investors outside the United States: We have not done anything that would permit the offering or possession or distribution of this prospectus
in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who
come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities
described herein and the distribution of this prospectus outside the United States.
iii |
Other
Pertinent Information
Unless
otherwise indicated or the context requires otherwise, references in this prospectus to:
● | “ Amended
and Restated Memorandum and Articles of Association ” means the Company’s
second amended and restated memorandum and articles of association adopted by special
resolutions passed on 5 May 2026. |
● | “ Board ”
means the board of directors of the Company. |
● | “ Business
Combination ” means the business combination transactions contemplated by the Merger
Agreement. |
● | “ Class
A Ordinary Share (s) ” are to the class A ordinary shares of Real Messenger Corporation
with a par value of US$0.0001 per share; |
● | “ Class
B Ordinary Share (s) ” are to the class B ordinary shares of Real Messenger Corporation
with a par value of US$0.0001 per share; |
● | “ Closing ”
means the closing of the Business Combination. |
● | “ Companies
Act ” means Companies Act (As Revised) of the Cayman Islands. |
● | “ Exchange
Act ” means the Securities Exchange Act of 1934, as amended. |
● | “ Group ”
means the Company and its subsidiaries, including RMHL, Real USA, Real Corporation HK, and
Hohojo. |
● | “ HOHOJO ”
means HOHOJO.com Limited, which was incorporated under the laws of Hong Kong on March 18,
2008 and is a wholly owned subsidiary of Real Corporation HK, a Hong Kong limited company; |
● | “ IPO ”
refers to the initial public offering of 5,000,000 units (including 750,000 units as a result
of the underwriters’ exercise of its over-allotment option) of Nova SPAC consummated
on August 10, 2021. |
● | “ IRS ”
means the United States Internal Revenue Service. |
● | “ Merger ”
means the transactions contemplated by the Merger Agreement. |
● | “ Merger
Agreement ” means that certain Agreement and Plan of Merger, dated as of March 27,
2023, as may be amended from time to time, by and among the Company, Nova SPAC, RMHL, Merger
Sub, and the other parties named therein. |
● | “ Merger
Sub ” means RM2 Limited, a Cayman Islands exempted company and wholly-owned subsidiary
of the Company |
● | “ Ordinary
Shares ” means the Class A Ordinary Shares and the Class B Ordinary Shares, collectively. |
● | “ proptech ”
which is short for property technology, means the use of technology to improve, streamline,
and innovate within the real estate industry, so as to make real estate processes more efficient,
transparent, and accessible. |
● | “ Real
Messenger Corporation ” “ RMSG ,” “ we ,” “ us ,”
“ our company ,” the “ Company ” and “ our ”
are to Real Messenger Corporation, a Cayman Islands exempted company with limited liability
incorporated on June 27, 2023, and its directly and indirectly owned subsidiaries; |
iv |
● | “ RMHL ”
means Real Messenger Holdings Limited, which was incorporated under the laws of Cayman Islands
on September 13, 2021 and is a direct wholly owned subsidiary of the Company; |
● | “ Real
USA ” are to Real Messenger Inc., which was incorporated under the laws of the State
of Delaware on September 24, 2021 and is a wholly owned subsidiary of RMHL, a Cayman Islands
exempted company, which itself is a wholly owned subsidiary of the Company; |
● | “ Real
Corporation HK ” are to Real Corporation Limited (Hong Kong), which was incorporated
under the laws of Hong Kong on April 9, 2015 and is a wholly owned subsidiary of Real USA,
a Delaware corporation; |
● | “ Nova
SPAC ” or “ Nova Vision ” means Nova Vision Acquisition Corporation,
a British Virgin Islands company. |
● | “ offering ”
means the offering of Class
A Ordinary Shares or the Pre-Funded Warrants, and the accompanying Common Warrants
by the Company, subject to and on the terms and conditions
set out in this prospectus. |
● | “ PCAOB ”
are to the Public Company Accounting Oversight Board; |
● | “ SEC ”
means the U.S. Securities and Exchange Commission. |
● | “ Securities
Act ” means the Securities Act of 1933, as amended. |
● | “ Sponsor ”
means Nova Pulsar Holdings Limited. |
● | “ U.S.
GAAP ” or “ GAAP ” means accounting principles generally accepted
in the United States of America. |
● | “ HK $”
or “ HKD ” are to the Hong Kong dollar, the legal currency of Hong Kong; |
● | “ US$ ,”
“ U.S. dollars ,” “$” and “ dollars ” are to
the legal currency of the United States. |
Our
business is conducted by our subsidiaries in Hong Kong, using the Hong Kong dollar. Our consolidated financial statements are presented
in U.S. dollars. In this prospectus, we refer to assets, obligations, commitments, and liabilities in our consolidated financial statements
in U.S. dollars. These dollar references are based on the exchange rate of HKD to U.S. dollars, determined as of a specific date or for
a specific period. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of U.S.
dollars which may result in an increase or decrease in the amount of our obligations (expressed in dollars) and the value of our assets,
including accounts receivable (expressed in dollars).
v |
PROSPECTUS
SUMMARY
This
summary provides an overview of selected information contained elsewhere or incorporated by reference in this prospectus and does not
contain all of the information you should consider before investing in our securities. You should carefully read the prospectus, the
information incorporated by reference and the registration statement of which this prospectus is a part in their entirety before investing
in our securities, including the information discussed under “Risk Factors” in this prospectus and the documents incorporated
by reference and our financial statements and related notes that are incorporated by reference in this prospectus.
Overview
The
Company is a Cayman Islands–incorporated holding company that operates primarily through its wholly-owned Hong Kong subsidiary,
Real Corporation Limited. While it has no direct operations of its own, the Company is actively expanding its global footprint by acquiring
or establishing subsidiaries in key jurisdictions. Its core mission is to build a scalable, international real estate technology ecosystem
that merges a proprietary social portal with a digital-first brokerage model, aiming to unify professionals, investors, and consumers
under one integrated platform.
Technology
development is centralized in Hong Kong, where Real Corporation Limited leads the design and maintenance of the Company’s proprietary
infrastructure, including agent services and transaction workflows. Although revenue is not currently expected from Hong Kong or mainland
China, this hub is considered vital to the Company’s global strategy. The business model focuses on acquiring revenue-generating
brokerages and proptech firms across North America, Asia-Pacific, Europe, the Middle East, and Latin America, with a strong emphasis
on maintaining a robust U.S. presence.
As
an early-stage company, it has yet to generate revenue but plans to monetize through a mix of brokerage commissions, licensing fees for
its digital tools, and value-added services like marketing and analytics. By integrating traditional brokerage operations with SaaS-based
offerings, the Company aims to build a resilient and diversified revenue stream. With strategic initiatives in over 35 countries, its
global perspective shapes both its product development and acquisition strategy, positioning it to meet the evolving needs of stakeholders
across the real estate landscape.
Our
Competitive Strengths
● | Scalable
Acquisition Engine with Embedded Revenue |
● | Tech-Enabled
Brokerage Infrastructure |
● | Scalable
Global Acquisition Strategy |
● | Strong
Brand Affinity with Agents |
● | Centralized
Technology with Local Flexibility |
● | Proprietary
Real-estate Specific AI |
Our
Growth Strategy
● | Building
the World’s Most Scalable Tech-Enabled Real Estate Platforms |
● | Multi-Platform
Brokerage Strategy: Unlocking Lifetime Agent Alignment |
● | Inorganic
Expansion Through Strategic Acquisitions |
1 |
● | Unifying
Acquired Brokerages Through Technology Integration |
● | Launching
Our Own Branded Brokerage Operations |
● | Product
and Platform Innovation |
● | Global
Footprint with Local Relevance |
● | Capital
Partnerships to Accelerate Expansion |
Corporate
History and Structure
The
Company was incorporated to serve as a holding company for RMHL and Nova SPAC after consummation of the Business Combination contemplated
by the Merger Agreement. The Company, a Cayman Islands exempted company, was incorporated on June 27, 2023. Prior to the Business Combination,
the Company owned no material assets and did not operate any business.
RMHL
is a holding company incorporated under the laws of the Cayman Islands as an exempted company with limited liability on September 13,
2021. RMHL has no substantive operations other than holding all of the issued shares of Real USA, a limited liability company incorporated
under the laws of the Delaware on September 24, 2021.
Nova
SPAC was a blank check British Virgin Islands company incorporated on March 18, 2021 under the laws of the British Virgin Islands for
the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of
the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses
or entities.
Business
Combination
We
completed a merger with Nova SPAC on November 19, 2024 and the Company’s Class A Ordinary Shares and warrants began trading on
the Nasdaq Stock Exchange on November 20, 2024. The Company, Nova SPAC, RM2 Limited, a Cayman Islands exempted company and wholly-owned
subsidiary of the Company (the “ Merger Sub ”), and RMHL, entered into a Merger Agreement dated as of March 27, 2023,
which was amended as of August 15, 2023, October 27, 2023, March 7, 2024, May 29, 2024, July 17, 2024, and August 13, 2024 (the “ Merger
Agreement ”). The Merger Agreement provided for a business combination which was effected in two steps: (i) Nova SPAC reincorporated
to Cayman Islands by merging with and into the Company, with the Company remaining as the surviving publicly traded entity (the “ Reincorporation
Merger ”); and (ii) following the Reincorporation Merger, Merger Sub merged with and into RMHL, resulting in RMHL being a wholly
owned subsidiary of the Company (the “ Acquisition Merger ,” together with Reincorporation Merger, the “ Business
Combination ”).
On
November 19, 2024 (“ Closing Date ”), pursuant to the Merger Agreement, Nova SPAC merged with and into the Company,
with the Company surviving the Reincorporation Merger and the outstanding ordinary shares of Nova SPAC being converted into the right
to receive the ordinary shares of the Company. Immediately following the Reincorporation Merger, and as part of the same overall transaction
as the Reincorporation Merger, Merger Sub merged with and into RMHL (the “ Mergers ”), with RMHL surviving the Acquisition
Merger as a wholly-owned subsidiary of the Company and the outstanding ordinary shares being converted into the right to receive the
ordinary shares of the Company.
On
the Closing Date, upon consummation of the Business Combination, 9,321,281 Ordinary Shares were issued and 8,871,281 Ordinary Shares
were outstanding. Such amount includes the issuance of (i) 6,400,000 Ordinary Shares in the Acquisition Merger, including 1,900,000 Class
A Ordinary Shares and 4,500,000 Class B Ordinary Shares to the Real Messenger Corporation shareholders, among which, 450,000 Class B
Ordinary Shares are holdback shares in escrow for eighteen months from the closing of Business Combination; (ii) 1,833,152 Ordinary Shares
to the shareholders of Nova SPAC in connection with the Redomestication Merger; (iii) 537,629 Ordinary Shares to the holders of convertible
promissory notes issued by Nova; (iv) 500,000 additional Ordinary Shares to be transferred from the Sponsor to the private placement
investors; and (v) 50,500 Ordinary Shares to the underwriter in connection with the Redomestication Merger.
2 |
Immediately
after giving effect to the Business Combination, the Company has 4,821,281 Class A Ordinary Shares issued and outstanding, 4,500,000
and 4,050,000 Class B Ordinary Shares issued and outstanding, respectively, among which, 450,000 Class B Ordinary Shares are holdback
shares in escrow for eighteen months, and 6,546,254 warrants issued and outstanding.
Reorganization
On
March 23, 2022, as part of a reorganization, Real Corporation HK, a limited liability company incorporated under the laws of Hong Kong
on April 9, 2015, acquired the entire equity interest in Hohojo, from its shareholder Mr. Kwai Hoi Ma. Hohojo, a limited liability company
incorporated under the laws of Hong Kong on March 18, 2008, is a dormant company which holds some deferred tax losses, and as such conducts
no operations whatsoever. On the same day, Real USA acquired the entire equity interest in Real Corporation HK from its shareholder Mr.
Kwai Hoi Ma. Prior to the reorganization, Real Corporation HK and Hohojo were both indirectly wholly owned by Mr. Kwai Hoi, Ma, who was
the ultimate sole shareholder of RMHL.
Upon
completion of such reorganization, the Company became the holding company of RMHL, Real USA, Real Corporation HK, and Hohojo.
The
following diagram illustrates our corporate structure, including our subsidiaries, as of the date of this prospectus:
Recent
Development
Effective
January 28, 2026, Mr. Wing-Ho Ngan, a director of the Company, has resigned from the board of directors of the Company. His resignation
was not a result of any disagreements with the Company or any of our subsidiaries and affiliates on any matter related to the operations,
policies, or practices of the Company or any of our subsidiaries and affiliates.
On
March 13, 2026, the Company received a letter from the staff at Nasdaq Stock Market LLC (“ Nasdaq ”) notifying the Company
that it is not in compliance with the requirement to maintain a minimum closing bid price of $1 per share, as set forth in Nasdaq Listing
Rule 5550(a)(2), because the closing bid price of the Company’s Class A Ordinary Shares was below $1 per share for the last 30
consecutive business days (i.e. from January 29, 2026 to March 12, 2026). The Nasdaq letter is only a notification of deficiency. It
does not result in the immediate delisting and has no current effect on the listing or trading of the Company’s Class A Ordinary
Shares on the Nasdaq Capital Market.
In
accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, or until September 9, 2026 (the “ Compliance
Period ”), to regain compliance with the minimum bid price requirement. To regain compliance with the minimum bid price requirement,
the closing bid price of the Company’s Class A Ordinary Shares must be at least $1.00 per share for a minimum of 10 consecutive
business days at any time prior to the expiration of Compliance Period. If the Company regains compliance with the minimum bid price
requirement within the Compliance Period, Nasdaq will provide the Company with written confirmation and will close the matter. If the
Company chooses to implement a reverse stock split, it must complete the split no later than ten business days prior to September 9,
2026 in order to regain compliance.
If
the Company does not regain compliance by September 9, 2026, the Company may be eligible for an additional 180 calendar day compliance
period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and
all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and will need to
provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split,
if necessary. If the Company meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar
days. However, if it appears to Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible,
Nasdaq will provide notice that its securities will be subject to delisting.
3 |
On
March 25, 2026, the Company announced that it has entered into a non-binding memorandum of understanding (“ MOU ”) with
a publicly traded U.S. real estate brokerage company (the “ Brokerage ”) to explore the potential deployment of the
Company’s integrated real estate technology platform within the Brokerage’s agent network. The parties intend to evaluate
the integration of the Company’s platform, including CRM functionality, messaging and communication systems, listing management
software, lead generation tools, transaction management capabilities, and analytics.
If
implemented, the collaboration could result in the deployment of the Company’s technology across a portion or all of the Brokerage’s
agent base under a commercial licensing and services framework. Such a deployment would require the execution of a definitive agreement
by the parties.
On
March 25, 2026, the Company entered into a Subscription Agreement (the “ Subscription Agreement ”) with Bloomington
DH Holdings Limited (the “ Purchaser ”), a British Virgin Islands company. The Purchaser is an existing shareholder
of the Company and wholly controlled and owned by Kwai Hoi Ma, the Chief Executive Officer and Chairman of the Company.
Pursuant
to the Subscription Agreement, the Company agreed to issue to the Purchaser and the Purchaser agreed to acquire from the Company 1,837,680
Class B ordinary shares of the Company (the “ Subscription Shares ”), at a price of US$0.5912 per Share, for a total
purchase price of US$1,086,438.46 (the “ Purchase Price ”). The Purchase Price is satisfied in full by setting off the
aggregate amount of US$1,086,438.46 in working capital funding previously provided by the Purchaser to the Company. No additional cash
consideration will be paid at closing.
As
a result of the issuance of the Subscription Shares, Mr. Ma’s beneficial ownership will increase from 56.21% to 63.26% of the Company’s
aggregate outstanding class A and class B ordinary shares, and his voting control (both directly and through the Purchaser) will increase
from 83.54% to 87.96% of the total voting power of the Company.
On
April 6, 2026, the Company received a written notification from Nasdaq indicating that, based on the reported stockholders’ equity
of US$1,110,873 of the Company as reported in its unaudited interim financial report on Form 6-K, filed with the Securities and Exchange
Commission on March 31, 2026, the Company does not meet the minimum shareholders’ equity criteria of US$2,500,000 in stockholders’
equity required under the Nasdaq Listing Rule 5550(b)(1) for continued listing.
Under
Nasdaq Listing Rule, the Company has 45 calendar days, or until, May 21, 2026, to submit a plan to regain compliance. If the plan is
accepted, Nasdaq can grant an extension of up to 180 calendar days from the date of the Nasdaq letter to evidence compliance. The
Company intends to regain compliance within the applicable compliance period and is currently working on a plan including financial projections.
On May 5, 2026, the Company held its Class Meeting
of the holders of Class A Ordinary Shares and its 2026 Annual Meeting of Shareholders. The Class A shareholders approved, subject to
the class consent from the holders of Class B Ordinary Shares, the increase in the voting rights attached to each Class B Ordinary Share
from ten (10) votes to twenty-five (25) votes on all matters subject to vote at general meetings of the Company, with immediate effect.
The shareholders also approved the adoption of the Company’s second amended and restated memorandum and articles of association,
which will become effective upon the effectiveness of the Class Rights Variation.
On May 6, 2026, the Company received a formal
notification from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it
has regained compliance with the requirement to maintain a minimum bid price of $1.00 per share, as set forth in Nasdaq Listing Rule
5550(a)(2) (the “Nasdaq Minimum Bid Price Requirement”).
As previously disclosed on March 16, 2026, the
Company received a letter from Nasdaq dated March 13, 2026, notifying the Company that it was not in compliance with the Nasdaq Minimum
Bid Price Requirement because the closing bid price of the Company’s Class A Ordinary Shares was below $1.00 per share for the
last 30 consecutive business days, from January 29, 2026 to March 12, 2026.
Nasdaq has determined that, for the last 10
consecutive business days, from April 22, 2026 to May 5, 2026, the closing bid price of the Company’s Class A Ordinary Shares was
at or above $1.00 per share. Accordingly, the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), and Nasdaq has closed
the prior minimum bid price deficiency matter.
Transfers
of Cash to and from Our Subsidiary
Real
Messenger Corporation is a holding company with no operations of its own. It conducts its operation through its operating subsidiary
in Hong Kong. Real Messenger Corporation may rely on dividends or payments to be paid by its Hong Kong operating subsidiary to fund its
cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and
U.S. investors, to service any debt we may incur and to pay our operating expenses. As of the date of this prospectus, no such dividends
or distributions have been made to date from our Hong Kong operating subsidiary to the holding company or the U.S. Investors. If its
Hong Kong operating subsidiary incurs debt on their own behalf in the future, the instruments governing the debt may restrict their ability
to pay dividends or make other distributions to Real Messenger Corporation. To the extent cash or assets in the business is in the PRC/Hong
Kong or a PRC/Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC/Hong
Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government
to transfer cash or assets.
Subject
to the provisions in its articles of association, Real Messenger Corporation is permitted under the laws of Cayman Islands to provide
funding to its operating subsidiary in Hong Kong through loans or capital contributions without restrictions on the amount of the funds.
Its Hong Kong operating subsidiary are also permitted under the laws of Hong Kong to transfer funds to Real Messenger Corporation, through
dividend distributions or payments, without restrictions on the amount of the funds.
There
are no restrictions or limitation on our ability to distribute earnings by dividends from our subsidiaries, including our subsidiary
in Hong Kong, to Real Messenger Corporation and our shareholders and U.S. investors, subject to certain requirements of Cayman Islands
law and the discretion of our Board. Subject to the Cayman Islands and our Amended and Restated Memorandum and Articles of Association,
our board of directors may authorize and declare a dividend to shareholders at such time and of such an amount as they deem fit if they
are satisfied, on reasonable grounds, that immediately following the dividend Real Messenger Corporation will be able to pay our debts
as they become due in the ordinary course of business, and the Company may pay a dividend out of either profit or share premium account.
According to the Companies Ordinance of Hong Kong, a Hong Kong company may only make a distribution out of profits available for distribution.
Other than the above, we did not adopt or maintain any cash management policies and procedures as of the date of this prospectus. There
is no further Delaware or Hong Kong statutory restriction on the amount of funds which may be distributed by us by dividend.
As
of the date of this prospectus, there are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HK$
into foreign currencies and the remittance of currencies out of Hong Kong or across borders and to the Company. The PRC laws and regulations
do not currently have any material impact on transfer of cash from Real Messenger Corporation to its Hong Kong subsidiaries or from its
Hong Kong subsidiaries to Real Messenger Corporation. However, in the future, funds may not be available to fund operations or for other
use outside of Hong Kong, due to interventions in, or the imposition of restrictions and limitations on, our ability or on our subsidiaries’
ability by the PRC government to transfer cash. Any limitation on the ability of our subsidiaries to make payments to us could have a
material adverse effect on our ability to conduct our business and might materially decrease the value of our Class A Ordinary Shares
or cause them to be worthless. Currently, all of our subsidiaries and their operations are in Hong Kong. We do not have or intend to
set up any subsidiary or enter into any contractual arrangements to establish a variable interest entity, or VIE, structure with any
entity in mainland China. Since Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong
Kong are reflected in the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China, or the Basic
Law, providing Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of
final adjudication under the principle of “One Country, Two Systems”. Pursuant to the Basic Law of the Hong Kong Special
Administrative Region, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law
(which are confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy).
The PRC laws and regulations do not currently have any material impact on transfer of cash from Real Messenger Corporation to its Hong
Kong subsidiaries or from its Hong Kong subsidiaries to Real Messenger Corporation. However, the Chinese government may, in the future,
impose restrictions or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and
from the other entities within our organization, or to reinvest in our business outside of Hong Kong. Such restrictions and limitations,
if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive
funds from our operating subsidiary in Hong Kong.
4 |
Both
Real Messenger Corporation and its Hong Kong subsidiaries currently intend to retain all of their respective remaining funds and future
earnings, if any, for the operation and expansion of their business and do not currently anticipate declaring or paying any dividends.
Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our
financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the
board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.
Implications
of Being a “Foreign Private Issuer”
We
are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “ Exchange
Act ”). As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:
● | we
are not required to provide as many Exchange Act reports, or as frequently, as a domestic
public company; |
● | for
interim reporting, we are permitted to comply solely with our home country requirements,
which are less rigorous than the rules that apply to domestic public companies; |
● | we
are not required to provide the same level of disclosure on certain issues, such as executive
compensation; |
● | we
are exempt from provisions of Regulation FD aimed at preventing issuers from making selective
disclosures of material information; |
● | we
are not required to comply with the sections of the Exchange Act regulating the solicitation
of proxies, consents or authorizations in respect of a security registered under the Exchange
Act; and |
● | our
insiders are not required to comply with Section 16 of the Exchange Act requiring such individuals
and entities to file public reports of their share ownership and trading activities and establishing
insider liability for profits realized from any “short-swing” trading transaction. |
Implications
of Being an “Emerging Growth Company”
We
are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “ JOBS Act ”),
and we are eligible to take advantage of certain exemptions from various reporting and financial disclosure requirements that are applicable
to other public companies that are not emerging growth companies, including but not limited to (1) presenting only two years of audited
financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations
in this prospectus, (2) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act
of 2002 (the “ Sarbanes-Oxley Act ”), (3) reduced disclosure obligations regarding executive compensation in our periodic
reports and proxy statements, and (4) exemptions from the requirements of holding a non-binding advisory vote on executive compensation
and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these exemptions. As
a result, investors may find investing in our Class A Ordinary Shares less attractive.
In
addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period
provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “ Securities Act ”), for complying with
new or revised accounting standards. As a result, an emerging growth company can delay the adoption of certain accounting standards until
those standards would otherwise apply to private companies. We intend to take advantage of such extended transition period.
We
could remain an emerging growth company for up to five years, or until the earliest of (1) the last day of the first fiscal year in which
our annual gross revenues exceed $1.235 billion, (2) the date that we become a “large accelerated filer” as defined in Rule
12b-2 under the Exchange Act, which would occur if the market value of our Class A Ordinary Shares that is held by non-affiliates exceeds
$700 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for
at least 12 months, or (3) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year
period.
5 |
Corporate
Information
Our
principal executive offices are located at 695 Town Center Drive, Suite 1200, Costa Mesa, CA 92626. Our telephone number at this address
is +1-657-408-8684. Our registered office in the Cayman Islands is located at the offices of Ogier Global (Cayman) Limited, 89 Nexus
Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands. Investors should contact us for any inquiries through the address and telephone
number of our principal executive offices. Our website is https://real.co/ . The information contained on our website is not a
part of this prospectus. We have appointed Cogency Global, Inc. , located at 122
E. 42 nd Street, 18 th Floor, New York, NY 10168 , as our agent upon whom process may be served in any action
brought against us under the securities laws of the United States.
Summary
of Risk Factors
We
are a holding company incorporated as an exempted company with limited liability under the law of the Cayman Islands, investing in our
Class A Ordinary Shares carefully consider all of the information in this prospectus before making an investment in our Class A Ordinary
Shares. We are subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely
affect our business, financial condition, results of operations, cash flows and prospects.
Risks
Relating to the Group’s Business and Industry
● | Our
limited operating history and our evolving business make it difficult to evaluate and assess
the success of our business to date, our future prospects and the risks and challenges that
we may encounter. |
● | We
are implementing a new strategy focused on acquiring a controlling stake in revenue-generating
real estate brokerages and technology companies to build a vertically integrated real estate
platform. During our transformation, our operations may be exposed to new risks. |
● | Possible
failure to realize anticipated benefits of future acquisitions could impact the Company’s
business. |
● | We
are an early-stage company and have not generated, and may never generate, material revenue
or become profitable. |
● | Our
business model is untested and may never be successful or generate sufficient growth to sustain
profitability. |
● | We
are dependent on the active involvement of our key personnel. |
● | We
may not timely and effectively scale and adapt our existing technology and network infrastructure
to ensure that our portal attracts and retains higher performing real estate brokerage teams
and users. We may also face user resistance in our introduction of new technology features. |
● | Structural
changes in the U.S. residential real estate market have materially impacted, and may continue
to impact, the future of home purchases in the U.S., including overall market financial condition,
and subsequently, our operating results. |
● | Monetary
policies of the U.S. federal government and its agencies may have an adverse impact on the
residential brokerage market, influencing the results of our operations and financial condition. |
● | There
is intense competition in the Software as a Service and real estate brokerage industries. |
Our
international operations are subject to increased challenges and risks.
Risks
Related to Doing Business in China and/or Hong Kong
● | China’s
or Hong Kong’s economic, political and social conditions, as well as changes in any
government policies, laws and regulations, could have a material adverse effect on our business. |
6 |
● | Our
business is subject to complex and rapidly evolving laws and regulations in the PRC. The
Chinese government may exercise significant oversight and discretion over the conduct of
our business and may intervene in or influence our operations at any time, which could result
in a material change in our operations and/or the value of our securities. |
● | Uncertainties
with respect to the PRC legal system, including uncertainties regarding the enforcement of
laws, and sudden or unexpected changes in laws and regulations in China could adversely affect
us. |
● | The
Chinese government may exert substantial influence over the manner in which we must conduct
our business activities, and may intervene or influence our operations at any time, which
could result in a material change in our operations and/or cause the value of Company’s
securities to significantly decline or become worthless. |
● | U.S.
regulatory bodies may be limited in their ability to conduct investigations or inspections
of our Hong Kong subsidiaries. |
● | You
may experience difficulties in effecting service of legal process, enforcing foreign judgments
or bringing original actions in Hong Kong, based on United States or other foreign laws,
against us, our directors, executive officers or experts named in this prospectus. Therefore,
you may not be able to enjoy the protection of such laws in an effective manner. |
Risks
Related to the Company’s Corporate Structure and Securities
● | In
the event that the Company relies on dividends and other distributions on equity paid by
its Hong Kong subsidiaries to fund any cash and financing requirements it may have, any limitation
on the ability of the Hong Kong subsidiaries to make payments to the Company could have a
material and adverse effect on its ability to conduct its business. |
● | The
Company’s share price may be volatile and could decline substantially. |
|
● |
There is no public market for the Common Warrants,
Pre-Funded Warrants, or the Placement Agent Warrants in this offering. |
● | The
Company may issue additional Ordinary Shares or other equity or convertible debt securities
without approval of the holders of Ordinary Shares which would dilute existing ownership
interests and may depress the market price of Ordinary Shares. |
| | |
| ● | You
may experience future dilution as a result of future equity offerings and other issuances
of our Class A Ordinary Shares or other securities. In addition, this offering and future
equity offerings and other issuances of our Class A Ordinary Shares or other securities may
adversely affect the price of our Class A Ordinary Shares.
|
● | The
Company’s dual class share structure with different voting rights will limit your ability
to influence corporate matters and could discourage others from pursuing any change of control
transactions that holders of the Class A Ordinary Shares may view as beneficial. |
|
● |
As of September 30, 2025, we do not meet the minimum
shareholders’ equity criteria of US$2,500,000 in stockholders’ equity required under the Nasdaq Listing Rule 5550(b)
for continued listing. If we do not meet Nasdaq’s continued listing standards, our Class A Ordinary Shares may be subject to
delisting from the Nasdaq Capital Market. |
Risks
Relating to Operating as a Public Company
● | Because
the Company is a foreign private issuer and is exempt from certain Nasdaq corporate governance
standards applicable to U.S. issuers, you will have less protection than you would have if
it were a domestic issuer. |
● | As
an exempted company incorporated in the Cayman Islands, the Company is permitted to adopt
certain home country practices in relation to corporate governance matters that differ significantly
from Nasdaq corporate governance listing standards; these practices may afford less protection
to shareholders than they would enjoy if the Company complied fully with Nasdaq corporate
governance listing standards. |
● | You
may face difficulties in protecting your interests, and your ability to protect your rights
through U.S. courts may be limited, because the Company is incorporated under Cayman Islands
law. |
● | The
Company will be a “controlled company” under the Corporate Governance Rules of
Nasdaq and can rely on exemptions from certain corporate governance requirements that could
adversely affect the Company’s public shareholders. |
7 |
THE
OFFERING
Units Offered
by Us |
|
Up
to 6,802,721 Units on a best-efforts basis at an assumed public offering price
of US$1.47 per Unit. Each Unit consists of one Class A Ordinary Share or one Pre-Funded
Warrant, and one Common Warrant to purchase one Class A Ordinary Share.
We are also offering to each purchaser, with respect to the purchase of Units that would otherwise
result in the purchaser’s beneficial ownership exceeding 4.99% of our outstanding Class A Ordinary Shares immediately following
the consummation of this offering, the opportunity to purchase one Pre-Funded Warrant in lieu of one Class A Ordinary Share. A holder
of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrant if the holder, together with its affiliates,
would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the number
of Class A Ordinary Shares outstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant will entitle the holder thereof to purchase one Class A Ordinary Share. The purchase price per each Unit including a Pre-Funded Warrant will be equal to the price per Unit
including one Class A Ordinary Share, minus $0.0001, and the remaining exercise price of each Pre-Funded Warrant will equal $0.0001 per
share. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised at any
time until all of the Pre-Funded Warrants are exercised in full. For more information regarding the Pre-Funded Warrants, you should carefully
read the section titled “Description of Securities We Are Offering” in this prospectus.
The Units will not be certificated or issued in stand-alone form. The Class A Ordinary Shares
and the accompanying Common Warrants, or the Pre-Funded Warrants and the accompanying Common Warrants, can only be purchased together
in this offering but will be issued separately and will be immediately separable upon issuance. We are also registering our Class A Ordinary
Shares, the Pre-Funded Warrants and the Common Warrants included in the Units offered hereby, the Placement Agent Warrants, as well as
the underlying Class A Ordinary Shares issuable from time to time upon exercise of the Pre-Funded Warrants and the Common Warrants
included in the Units offered hereby and the Placement Agent Warrants.
|
|
|
|
Class
A Ordinary Shares Issued and Outstanding Prior to This Offering |
|
4,755,277 Class A Ordinary Shares. |
|
|
|
Class
A Ordinary Shares to be Outstanding Immediately After This Offering (1) |
|
11,557,998 Class A Ordinary Shares.
|
|
|
|
Ordinary
Shares to be Outstanding Immediately After This Offering (1) |
|
11,557,998
Class A Ordinary Shares and 6,337,680 Class B Ordinary Shares.
|
|
|
|
Description
of Common Warrants |
|
The
Common Warrants will be immediately exercisable on the date of issuance and expire on the five-year anniversary of the date of issuance
at an initial exercise price of US$1.47 (equal to 100% of the public offering price of each Unit sold in this offering) per
share, subject to appropriate adjustment in the event of recapitalization events, share dividends, share splits, share combinations,
reclassifications, reorganizations or similar events affecting our Class A Ordinary Share. If the foregoing events occur at any time
on or after the date of issuance of Common Warrants, and the lowest volume weighted-average price (VWAP) during the period of five
consecutive trading days commencing on such event (provided that if such event is effective after close of trading on Nasdaq, then
commencing on the next trading day) is less than the exercise price of the Common Warrants then in effect, the exercise price of
the Common Warrants will be reduced to the lowest VWAP during such period and the number of shares issuable upon exercise will be
proportionately adjusted such that the aggregate exercise price will remain unchanged. This prospectus also relates to the offering
of the Class A Ordinary Shares issuable upon exercise of the Common Warrants. For more information regarding the Common Warrants,
you should carefully read the section titled “ Description of Securities We Are Offering ” in this prospectus. |
|
|
|
Description
of Placement Agent Warrants |
|
We
have also agreed to issue to the placement agent or its designees at the closing of this
offering, as compensation in connection with this offering the Placement Agent Warrants
to purchase a number of Class A Ordinary Shares equal to three percent (3.0%) of the total
number of Class A Ordinary Shares sold in this offering, at an exercise price equal to 100%
of the initial exercise price of the Common Warrants issued in this offering. The Placement
Agent Warrants will be exercisable commencing six (6) months after the date of effectiveness
of the registration statement of which this prospectus is a part, and will remain exercisable
until the three (3) year anniversary of such date. For more information regarding the Placement
Agent Warrants, you should carefully read the section titled “ Description of Securities
We Are Offering ” in this prospectus.
|
|
|
|
Voting
Rights |
|
Each
Class A Ordinary Share entitle the holder thereof to one (1) vote per share, and each Class B Ordinary Share
entitle the holder thereof to twenty-five (25) votes per share on all matters subject to vote at general meetings
of the Company. |
|
|
|
Use
of Proceeds |
|
If
the maximum offering amount is sold, we estimate that we will receive net proceeds of approximately US$9.1 million from this
offering, assuming no sale of any Pre-Funded Warrants and no exercise of the Common Warrants or Placement Agent Warrants issued
in connection with this offering, and after deducting the placement agent fees and estimated offering expenses of approximately
US$0.9 million payable by us. We currently intend to use the net proceeds of the offering mainly for potential mergers and
acquisitions to align with our strategic growth objective; we may also use certain portion of net proceeds for working capital and
general corporate purposes. However, because this is a best-efforts offering and there is no minimum offering amount required as
a condition to the closing of this offering, the actual offering amount, the placement agent’s fees and net proceeds to us
are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus. |
8 |
Lock-up |
|
We
and our directors and officers and any other holder(s) of five percent (5.0%) or more of the outstanding Ordinary Shares of the
Company (and all holders of securities exercisable for or convertible into Ordinary
Shares) have agreed not to issue, enter into any agreement to issue, announce the issuance or proposed issuance of, or file any
registration statement in connection with, any Class A Ordinary Shares in a six-month period from the closing of this
offering, subject to certain exceptions, without the prior written consent of the placement agent. |
|
|
|
Nasdaq
Symbol |
|
Our
Class A Ordinary Shares are listed on Nasdaq under the symbol “RMSG”. We do not intend to list the Common Warrants or
the Placement Agent Warrants on any securities exchange or other trading market. |
|
|
|
Risk
Factors |
|
See
“ Risk Factors ” and other information included in this prospectus for a discussion of risks you should carefully
consider before investing in our securities. |
|
|
|
Reasonable
best efforts |
|
We
have agreed to offer and sell the securities offered hereby to the purchasers through the placement agent. The placement agent is
not required to buy or sell any specific number or dollar amount of the securities offered hereby, but it will use its reasonable
best efforts to solicit offers to purchase the securities offered by this prospectus. See “ Plan of Distribution ”
on page 90 of this prospectus. |
(1) | Unless
otherwise indicated, this prospectus reflects and assumes no sale of the Pre-Funded Warrants,
which if sold, would reduce the number of Class A Ordinary Shares that we are offering on
a one-for-one basis and no exercise of the Placement Agent Warrants and the Common Warrants
included in the Units offered hereby. |
9 |
RISK
FACTORS
Investment
in our securities described in this prospectus involves a high degree of risk. You should carefully consider the risks described below
together with all of the other information included in this prospectus before making an investment decision. The risks and uncertainties
described below represent our known material risks to our business. If any of the following risks actually occurs, our business, financial
condition or results of operations could suffer. In that case, you may lose all or part of your investment. You should not invest in
this Offering unless you can afford to lose your entire investment.
Risks
Relating to the Group’s Business and Industry
Our
limited operating history and our evolving business make it difficult to evaluate and assess the success of our business to date, our
future prospects and the risks and challenges that we may encounter.
These
risks and challenges include our ability to:
● | accurately
forecast our future revenue and plan our expenses; |
● | successfully
introduce new products and services; |
● | successfully
compete with current and future competitors; |
● | successfully
expand our business in existing markets and enter new markets and geographies; |
● | comply
with existing and new laws and regulations applicable to our business and the industry in
which we operate; |
● | anticipate
and respond to macroeconomic changes as well as changes in the markets and geographies in
which we operate; |
● | obtain
sufficient additional capital on reasonable terms to grow our business; |
● | maintain
and expand our relationships with users, advertisers and other third parties; |
● | successfully
execute on our sales and marketing strategies; |
● | hire,
integrate and retain talented people at all levels of our organization; |
● | expand
through future acquisitions and successfully identify and integrate acquired entities; |
● | successfully
in-license or acquire other products and technologies and the terms of these transactions; |
● | successfully
protect, maintain, expand, defend and enforce our intellectual property rights; and |
● | effectively
manage our growth. |
If
we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those
described elsewhere in this “ Risk Factors ” section, our business, financial condition, results of operations and prospects
could be adversely affected. Further, because we have limited historical financial data and our business continues to evolve, any predictions
about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history, operated a more predictable
business or operated in a less regulated industry. We have encountered and will continue to encounter multiple risks and uncertainties
that are frequently experienced by growing companies with limited operating histories and evolving business that operate in rapidly changing,
competitive industries. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are
incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations
and our business, financial condition and results of operations could be adversely affected.
10 |
We
are implementing a new strategy focused on acquiring a controlling stake in revenue-generating real estate brokerages and technology
companies to build a vertically integrated real estate platform. During our transformation, our operations may be exposed to new risks.
As
part of our strategy to transform the business into a global real estate technology ecosystem, we intend to expand through acquisitions
of revenue-generating real estate brokerages and complementary proptech companies. This will require us to navigate new risks, including
but not limited to:
● | the
complexities of identifying, valuing, acquiring, and integrating brokerage and proptech companies,
which may lead to us incurring increased legal and other professional costs arising from
the acquisition transactions. There is inherent risk in every acquisition transaction, such
as the Company bearing responsibility for the hidden liabilities of the target company that
were not uncovered by due diligence, or an inflated valuation of the target company. Hidden
liabilities could arise out of the target company’s failure to maintain effective data
security, data integrity, disaster recovery and privacy controls prior to the acquisition,
or its infringement or alleged infringement of third-party intellectual property, contract
or data access rights prior to the acquisition; |
● | upon
our acquisition of a real estate brokerage, we are subject to the acquired brokerages’
financial performance, revenue volatility of the acquired brokerages may result in an adverse
impact on our financial operations; |
● | we
are dependent on the retention of agents of any acquired brokerages, failure to adequately
retain or integrate agents into our platform ecosystem and not capturing synergies, can result
in anticipated revenue boosts not materializing; |
● | we
may face hurdles in the integration of systems, teams, and workflows with acquired brokerages
and proptech companies, this can increase the likelihood of disruptions to our operations
and affect productivity; |
● | in
the process of acquiring and integrating real estate brokerages and proptech companies of
different jurisdictions, we are exposed to legal and regulatory compliance risks across multiple
jurisdiction in terms of corporation requirements, licensing requirements, cross-border contractual
obligations, taxation and financial compliance, cybersecurity, intellectual property, data
privacy and consumer protection; |
● | execution
risks associated with developing and integrating proprietary technology solutions, such as
poor project management, system incompatibilities, data migration issues, workflow disruptions,
and user resistance; |
● | risks
relating to our ability to successfully raise funding whether through private placements
or registered offerings; |
● | in
evolving our business, we face a shift in the competitive landscape and tech-enabled brokerages
pose a growing threat. We face the challenge that tech-enabled brokerages may have leaner
operations, rapid scalability, and compete for talent in the market; and |
● | operational
and reputational risks that stem from managing decentralized brokerage teams, such as difficulty
monitoring performance across different jurisdictions, inconsistent approaches between teams
that may lead to inefficiencies and errors, coordination breakdown in strategic alignment,
data security vulnerabilities, training gaps, teams operating under different standards leading
to mixed client experiences that dilute brand trust, communication missteps where messaging
from local teams conflict with our overreaching values or strategy, and poor service quality
in a region affecting reputation of the entire ecosystem, |
11 |
As
the Company pursues a strategic transformation, failure to effectively manage the new risks associated or to address the broader challenges
encountered may prevent the Company from realizing the expected benefits of vertical integration. These risks may result in operational
inefficiencies, regulatory liabilities, reputational damage, and integration setbacks, which could adversely affect the Company’s
operating results and financial condition.
Possible
failure to realize anticipated benefits of future acquisitions could impact the Company’s business.
The
Company intends to complete acquisitions to strengthen its position in the real estate industry and to create the opportunity to realize
certain benefits including, among other things, potential cost savings. Achieving the benefits of any future acquisitions depends, in
part, on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner,
as well as the Company’s ability to realize the anticipated growth opportunities and synergies from combining the acquired businesses
and operations with its own. The integration of acquired businesses requires the dedication of substantial management effort, time and
resources which may divert management’s focus and resources from other strategic opportunities and from operational matters during
this process. The integration process may result in the loss of key employees and the disruption of ongoing business, user and employee
relationships that may adversely affect the Company’s ability to achieve the anticipated benefits of these and future acquisitions.
Acquisitions
and joint ventures are inherently risky, and any that the Company completes may not be successful. Any acquisitions and joint ventures
that the Company pursues would involve numerous risks that can hinder materialization of anticipated benefits, including the following:
(i) difficulties in integrating and managing the operations and technologies of the companies the Company acquires, including higher
than expected integration costs and longer integration periods; (ii) diversion of the Company’s management’s attention from
normal daily operations of its business; (iii) the Company’s inability to maintain the users, key employees, key business relationships
and reputations of the businesses it acquires; (iv) the Company’s inability to generate sufficient revenue or business efficiencies
from acquisitions or joint ventures to offset its increased expenses associated with acquisitions or joint ventures; (v) delays in the
Company’s ability to implement internal standards, controls, procedures and policies in the businesses it acquires or gains ownership
in through joint ventures and increased risk that its internal controls will be ineffective; (vi) operations in a nascent state depend
directly on utilization by the Company’s agents and brokers; (vii) adverse effects of acquisition and joint venture activity on
the key performance indicators the Company uses to monitor its performance as a business; (viii) disagreements with partners in the joint
ventures which could lead to litigation, and (ix) inability to fully realize intangible assets recognized through acquisitions or joint
ventures and related non-cash impairment charges that may result if the Company is required to revalue such intangible assets.
The
Company’s failure to address these risks or any other challenges it encounters with its future acquisitions, joint ventures, and
investments could cause it to not realize all or any of the anticipated benefits of such acquisitions or investments, incur unanticipated
liabilities, and harm the Company’s business, which could negatively impact its operating results, financial condition, and cash
flows.
We
are an early-stage company and have not generated, and may never generate, material revenue or become profitable.
To
generate and grow our revenue, we intend to move quickly to establish our business as a “go-to” solution for influential
real estate industry participants and consumers, on a large scale, benefitting from network effects. This will require us to be successful
in a range of challenging activities, including validating our business model and leveraging key third-party relationships.
Our
ability to generate revenue depends on a number of factors, including, but not limited to, our ability to:
● | grow
and position our real estate portal to effectively compete with other solutions; |
● | hire
additional qualified personnel; |
● | acquire
and integrate high performing brokerages and proptech companies into our business; |
12 |
● | enforce
and defend intellectual property rights and claims; and |
● | maintain
substantial and sustained interest in, and engagement with, our solutions. |
Due
to the uncertainties and risks associated with these activities, we are unable to accurately and precisely predict the timing and amount
of revenues, or the extent of any losses. We may never generate revenue that is significant enough to achieve profitability. If we do
achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis and we will continue to
incur substantial research and development, advertising, and other expenditures to grow and market our solutions. Our failure in any
of the above activities could jeopardize our revenue generation, growth and profitability and could decrease the value of our securities
and impair our ability to raise capital, maintain our research and development efforts, expand our business or continue our operations .
Our
business model is untested and may never be successful or generate sufficient growth to sustain profitability.
We
are building an innovative platform for the real estate industry, leveraging our proprietary technology and unique experiences. However,
our business model is untested, and any of the assumptions underlying our expectations may be incorrect. There can be no assurance that
our assumptions are correct or that, if correct, our strategy will succeed.
Our
business model may never be successful or generate sufficient growth to sustain profitability. Our competitors or new market entrants
may adopt similar or otherwise more favorable products and strategies, leading to significant price competition and/or reducing or eliminating
our competitive advantage, each of which could adversely affect our potential future revenues.
We
are dependent on the active involvement of our key personnel.
The
Company’s ability to effectively manage its growth relies on the performance of highly skilled personnel, including its Chief Executive
Officer and Co-Founder, Kwai Hoi, Ma (Thomas Ma), among other members of its management team and other key employees. The loss of key
personnel or an inability to attract, retain and motivate qualified personnel may impair the Company’s ability to expand its business
and achieve its financial goals. The Company’s success is substantially dependent upon the continued service and performance of
its senior management team and key personnel with digital, technical and real estate expertise. Mr. Ma has a significant influence on
and is a driver of the Company’s business plan and business, design and technology development. If he were to discontinue his service
to the Company’s, The Company’s would be significantly disadvantaged. The replacement of any members of the Company’s
senior management team or other key personnel likely would involve significant time and costs and may significantly delay or prevent
the achievement of the Company’s business objectives.
We
have a short operating history in a new and unproven market, which makes it difficult to evaluate our future prospects and may increase
the risk that we will not be successful.
We
have a short operating history in a new and unproven market that may not develop as expected, if at all. This short operating history
makes it difficult to effectively assess our future prospects. You should consider our business and prospects in light of the risks and
difficulties we encounter in this rapidly evolving market. These risks and difficulties include our ability to, among other things:
● | increase
our number of users in our portal and the level of user engagement; |
● | finance
and conduct M&A activities to bring high performing real estate brokerages into our portal; |
● | continue
the revenue generation performance of real estate brokerages that we may acquire in the future; |
● | avoid
interruptions or disruptions in our services and our app; |
● | develop
a scalable, high-performance technology infrastructure that can efficiently and reliably
handle increased usage globally, as well as the deployment of new features and products; |
13 |
● | responsibly
use the data that our users share with us to provide solutions that make our users more successful
and productive; |
● | generate
and then increase revenue by offering users a more efficient way to conduct their business; |
● | continue
to earn and preserve our users’ trust with respect to their real estate needs; |
● | process,
store and use personal data in compliance with governmental regulation and other legal obligations
related to privacy; |
● | successfully
compete with other companies that are currently in, or may in the future enter, the online
real estate space; |
● | hire,
integrate and retain world class talent; and |
● | successfully
expand our business, especially in different countries. |
If
the market for our solutions does not develop as we expect, or if we fail to address the needs of this market, our business will be harmed.
We may not be able to successfully address these risks and difficulties or others, including those described elsewhere in these risk
factors. Failure to adequately address these risks and difficulties could harm our business and cause our operating results to suffer.
We
may not timely and effectively scale and adapt our existing technology and network infrastructure to ensure that our portal attracts
and retains higher performing real estate brokerage teams and users. We may also face user resistance in our introduction of new technology
features.
The
Company’s business strategy is dependent on its ability to develop platforms and features to attract new businesses and users,
while retaining existing ones. The introduction of new products and new technologies, the emergence of new industry standards, or improvements
to existing technologies could render the Company’s platform obsolete or relatively less competitive. There is no guarantee that
agents or users will use the Company’s new features and the Company may fail to generate revenue from these services. Existing
users of our platform may feel alienated by unfamiliar interfaces and changes in features they had previously relied on, leading to reduced
engagement and user resistance. Users may require additional communication, training, and opportunities for feedback upon the Company’s
launching of new features to its platform.
Additionally,
any of the following events may cause decreased use of our platform: (a) emergence of competing platforms and applications with novel
technologies; (b) inability to convince potential agents to join our platform; (c); technical issues or delays in releasing, updating
or integrating certain platforms or in the cross-compatibility of multiple platforms; (d) security breaches with respect to our data;
(e) a rise in safety or privacy concerns; and (f) an increase in the level of spam or undesired content on the network.
Structural
changes in the U.S. residential real estate market have materially impacted, and may continue to impact, the future of home purchases
in the U.S., including overall market financial condition, and subsequently, our operating results.
Our
performance is related to the health and dynamics of the U.S. residential real estate and mortgage markets, which have been undergoing
sustained structural changes. These changes—rather than short-term cyclical fluctuations—reflect fundamental shifts in affordability,
consumer behavior, monetary policy, and industry structure that are beyond our control. Key drivers include persistently elevated mortgage
interest rates, affordability constraints driven by years of home price appreciation outpacing wage growth, and limited housing inventory.
These factors have contributed to a prolonged reduction in existing home sales, beginning in the second quarter of 2022 and continuing
through 2024.
14 |
Although
the Federal Reserve began reducing interest rates in late 2024, rates remain significantly above pre-2022 levels, and housing affordability
remains a major barrier for both first-time and move-up buyers. Additionally, demographic trends, evolving consumer preferences (including
delayed homeownership), and structural shifts in the financial sector’s approach to mortgage lending are contributing to a realignment
of the market’s long-term baseline activity levels. These developments may continue to suppress transaction volume and reduce market
velocity. Structural weakness in the market has historically correlated with agent attrition, reduced productivity, and downward pressure
on pricing. Accordingly, these changes may have—and may continue to have—a material adverse effect on the overall financial
condition of the U.S. residential brokerage industry, and subsequently, the results of our future operations.
The
market is also increasingly exposed to broader systemic risks, including a tightening regulatory environment, potential changes to tax
laws, and environmental risks such as climate-related disasters, which can destabilize local housing markets. Weakness or instability
in financial institutions could reduce access to mortgage financing, further compounding these pressures.
Monetary
policies of the U.S. federal government and its agencies may have an adverse impact on the residential brokerage market, influencing
the results of our operations and financial condition.
Monetary
policies enacted by the federal government and its agencies have a significant impact on our business, financial condition, and results
of operations. The residential real estate market is particularly influenced by the policies of the Federal Reserve Board, which regulate
the supply of money and credit in the U.S. economy and influence home mortgage interest rates.
As
of the second quarter of 2025, mortgage rates remain elevated compared to pre-2022 levels, despite recent efforts by the Federal Reserve
to ease monetary policy. Persistently high mortgage rates continue to weigh on housing affordability and have contributed to a prolonged
period of subdued transaction volume. Companies involved in the residential real estate sector have experienced—and may continue
to experience—negative effects from this high interest rate environment.
Rising
mortgage rates can lead potential home sellers to delay listing their properties, opting to retain lower-rate mortgages rather than incur
higher financing costs on new purchases. Similarly, many potential homebuyers may choose to rent rather than face higher monthly mortgage
payments, reducing overall market activity. These dynamics create a structural shift in the housing market, impacting supply, demand,
and transaction velocity over the medium to long term.
Changes
in Federal Reserve policies, the interest rate environment, and mortgage market conditions remain largely beyond our control and difficult
to predict. These factors pose ongoing risks that could materially and adversely affect our business, results of operations, and financial
condition.
Ongoing
antitrust litigation involving real estate brokerage firms, the National Association of Realtors (NAR) and related real estate industry
participants, could result in material changes to the residential real estate market, which may present both opportunities for our business,
and risks that are difficult to quantify.
Although
we believe that our technology is likely to fare well amid industry disruption, we cannot provide assurance that this will be the case.
Ongoing antitrust litigation (including any injunctive relief, appeals or settlements), either alone or in combination with related regulatory
or governmental actions, or any resulting changes to competitive dynamics or consumer preferences, could materially adversely impact
the structure of the industry, including by potentially changing brokerage commission structures in ways that disincentivize real estate
agents, and potentially reducing the number of active real estate agents in the market particularly on the buyer agent side.
If
we do not anticipate and prepare for such changes, or capitalize upon them, they may adversely affect our services and financial results.
15 |
The
Company’s commercial and financial success depends on market acceptance, and if not achieved will result in the Company not being
able to generate revenue to support its operations.
The
commercial success of the Company depends, among other things, on market acceptance. The success of the Company’s products and
any new products and services that it may launch is dependent upon its ability to attract and retain a critical mass of users in potentially
diverse geographic locations. Competitive pricing and market acceptance also depends on the future pricing and availability of competing
services and the perceived comparative efficacy of its products. If the Company cannot monetize these services, or cannot offer competitive
pricing packages, its operating results and revenue generation efforts will be adversely affected.
If
agents and brokers do not understand the Company’s value proposition the Company may not be able to attract, retain and incentivize
agents.
Agents
may not appreciate the Company’s value proposition in respect of the technology platform, the mobility it affords, the systems
and tools that it provides to agents and brokers, among other benefits. If agents and brokers do not understand the elements of the Company’s
service offering, or do not perceive it to be more valuable than the models used by most competitors or the model used prior to joining
the Company’s network, the Company may not be able to attract, retain and incentivize new and existing agents and brokers to grow
their revenues.
If
the Company fails to grow in the various local markets that it serves in the future or is unsuccessful in identifying and pursuing new
business opportunities, the Company’s long-term prospects and profitability will be harmed.
To
capture and retain market share in the various local markets that the Company seeks to serve, it must compete successfully against other
brokerages for agents and brokers and for the consumer relationships that it brings. The Company’s competitors could lower the
fees that they charge to agents and brokers or could raise the compensation structure for those agents. The Company’s competitors
may have access to greater financial resources than it, allowing them to undertake expensive local advertising or marketing efforts.
In addition, the Company’s competitors may be able to leverage local relationships, referral sources and strong local brand and
name recognition that it has not established. The Company’s competitors could, as a result, have greater leverage in attracting
new and established agents in the market and in generating business among local consumers. The Company’s ability to grow in the
local markets that it seeks to serve will depend on its ability to compete with these local brokerages.
The
Company may implement changes to its business model and operations to generate and grow revenues that cause a disproportionate increase
in its expenses or reduce profit margins. Establishing and expanding its service offerings could involve significant up-front costs that
may only be recovered after lengthy periods of time. In addition, expansion into new markets, including internationally, could expose
the Company to additional compliance obligations and regulatory risks. If the Company fails to continue to grow in the local markets
it serves or if it fails to successfully identify and pursue new business opportunities, its long-term prospects, financial condition,
and results of operations may be harmed, and its stock price may decline.
The
Company’s growth strategy may not achieve the anticipated results.
The
Company’s future success will depend on its ability to grow its business, including through benefiting from the financial performances
of acquired brokerages, synergies generated from joint ventures or integration of proprietary technology from acquired proptech companies,
and monetization of its platform services. Growth and innovation strategies require significant commitments of management resources and
investments and the Company may not grow the revenues of the brokerage firm that it may acquire in the future at the rate it expects
or at all. As a result, the Company may not be able to recover the costs incurred in its acquisition of brokerages or proptech companies,
development of new features and initiatives, or to realize their intended or projected benefits, which could materially adversely affect
its business, financial condition or results of operations.
There
is intense competition in the Software as a Service and real estate brokerage industries.
Both
the SaaS and real estate brokerage industries are highly competitive and rapidly changing, and the Company expects that competition will
intensify in the future. The Company may be significantly affected by new product introductions and geographic expansion by existing
competition. Specific factors upon which the Company competes include, but are not limited to, the functionality of its applications,
ease of use, timing for implementation, quality of support and services, and price. The Company’s potential competitors include
other real estate brokerage firms, as well as technology companies developing SaaS services and novel technologies designed for the real
estate sector. Many of these potential competitors have significantly greater financial, technical, marketing and other resources than
the Company does. Many of them also have longer operating histories, greater name recognition and stronger relationships with agents
and/or consumers who use or might use a software-based real estate platform. The Company may not be able to successfully compete with
these competitors.
16 |
If
our security measures are compromised, or if our apps or our platform is subject to attacks that degrade or deny the ability of users
to access our solutions, users may curtail or stop use of our solutions.
Our
solutions involve the storage and transmission of users’ information, some of which may be private, and security breaches could
expose us to a risk of loss of this information, which could result in potential liability and litigation. Like all apps and websites,
our app and our websites are vulnerable to computer viruses, break-ins, phishing attacks, attempts to overload our servers with denial-of-service
or other attacks and similar disruptions from unauthorized use of our computer systems, any of which could lead to interruptions, delays,
or website shutdowns, causing loss of critical data or the unauthorized disclosure or use of personally identifiable or other confidential
information. If we experience compromises to our security that result in app/website performance or availability problems, the complete
shutdown of our app, or the loss or unauthorized disclosure of confidential information, our users may lose trust and confidence in us,
and decrease the use of our app or stop using our app in its entirety. Further, outside parties may attempt to fraudulently induce employees,
or users to disclose sensitive information in order to gain access to our information or our users’ information. Because the techniques
used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, often are not recognized until
launched against a target and may originate from less regulated and remote areas around the world, we may be unable to proactively address
these techniques or to implement adequate preventative measures. Any or all of these issues could negatively impact our ability to attract
new users and increase engagement by existing users, cause existing users to close their accounts or to cancel their contracts, subject
us to third-party lawsuits, regulatory fines or other action or liability, thereby harming our operating results.
We
process, store and use personal information and other data, which subjects us to governmental regulation and other legal obligations
related to privacy, and our actual or perceived failure to comply with such obligations could harm our business.
We
receive, store and process personal information and other user data, and we enable our users to share their personal information with
each other and with third parties. There are numerous federal, state and local laws around the world regarding privacy and the storing,
sharing, use, processing, disclosure and protection of personal information and other user data, the scope of which are changing, subject
to differing interpretations, and may be inconsistent between countries or conflict with other rules. We generally comply with industry
standards and are subject to the terms of our privacy policies and privacy-related obligations to third parties (including voluntary
third-party certification bodies such as TRUSTe). We strive to comply with all applicable laws, policies, legal obligations and industry
codes of conduct relating to privacy and data protection, to the extent possible. However, it is possible that these obligations may
be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our
practices. Any failure or perceived failure by us to comply with our privacy policies, our privacy-related obligations to users or other
third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer
of personally identifiable information or other user data, may result in governmental enforcement actions, litigation or public statements
against us by consumer advocacy groups or others and could cause our users to lose trust in us, which could have an adverse effect on
our business. Additionally, if third parties we work with, such as vendors or developers, violate applicable laws or our policies, such
violations may also put our users’ information at risk and could in turn have an adverse effect on our business.
Public
scrutiny of Internet privacy issues may result in increased regulation and different industry standards, which could deter or prevent
us from providing our current products and solutions to our users, thereby harming our business.
The
regulatory framework for privacy issues worldwide is currently in flux and is likely to remain so for the foreseeable future. Practices
regarding the collection, use, storage, transmission and security of personal information by companies operating over the Internet have
recently come under increased public scrutiny. The U.S. government, including the Federal Trade Commission and the Department of Commerce,
has announced that it is reviewing the need for greater regulation for the collection of information concerning consumer behavior on
the Internet, including regulation aimed at restricting certain targeted advertising practices. In addition, the European Union is in
the process of proposing reforms to its existing data protection legal framework, which may result in a greater compliance burden for
companies with users in Europe. Various government and consumer agencies have also called for new regulation and changes in industry
practices.
17 |
Artificial
intelligence (AI) is a rapidly growing technology with the potential to transform many industries, but it also poses significant risks
for our business.
Our
solutions incorporate AI and the potential for unintended consequences is a major concern, as it could lead to unexpected disruptions
in business operations, financial losses, and reputational damage. AI has the potential to rapidly disrupt established industries, business
models and practices. Notwithstanding the powerful potential of this new technology, it entails substantial risks. These include the
potential for bias in the data used to train AI systems. If the data used to train an AI system is biased, the resulting model may make
inaccurate or unfair decisions, leading to negative consequences for our users and our business. Use of biased models could lead to regulatory
fines and legal action for our users and potentially for our business. Another risk associated with AI is the potential for unintended
consequences from the use of AI systems. This could include users feeling misled by, or mistrustful of, our solutions. Although we regularly
take steps to mitigate the risks posed by AI, such as by implementing robust governance and risk management processes for our AI systems,
and regularly testing and monitoring their performance, we cannot provide assurance that we will successfully leverage their potential.
Our
business, including our ability to operate and expand internationally, could be adversely affected if legislation or regulations are
adopted, interpreted, or implemented in a manner that is inconsistent with our current business practices and that require changes to
these practices, the design of our website, products, features or our privacy policy.
In
particular, the success of our business has been, and we expect will continue to be, driven by our ability to responsibly use the data
that our users share with us. Therefore, our business could be harmed by any significant change to applicable laws, regulations or industry
practices regarding the use or disclosure of data our users choose to share with us, or regarding the manner in which the express or
implied consent of consumers for such use and disclosure is obtained. Such changes may require us to modify our products and features,
possibly in a material manner, and may limit our ability to develop new products and features that make use of the data that our users
voluntarily share with us.
Our
business is subject to a variety of U.S. and foreign laws, many of which are unsettled and still developing and which could subject us
to claims or otherwise harm our business.
We
are subject to a variety of laws in the United States and abroad, including laws regarding data retention, privacy and consumer protection,
that are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often
uncertain and may be conflicting, particularly laws outside the United States. For example, laws relating to the liability of providers
of online services for activities of their users and other third parties are currently being tested by a number of claims, including
actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and other theories based
on the nature and content of the materials searched, the ads posted, or the content provided by users. In addition, regulatory authorities
around the world are considering a number of legislative and regulatory proposals concerning data protection and other matters that may
be applicable to our business. It is also likely that as our business grows and evolves and our solutions are used in a greater number
of countries, we will become subject to laws and regulations in additional jurisdictions. It is difficult to predict how existing laws
will be applied to our business and the new laws to which we may become subject.
If
we are not able to comply with these laws or regulations or if we become liable under these laws or regulations, we could be directly
harmed, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial
resources or to discontinue certain solutions, which would negatively affect our business, financial condition and results of operations.
In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation
or otherwise impact the growth of our business. Any costs incurred as a result of this potential liability could harm our business and
operating results.
18 |
We
expect our operating results to fluctuate on a quarterly and annual basis, which may result in a decline in our stock price if such fluctuations
result in a failure to meet the expectations of securities analysts or investors.
Our
future potential revenue and operating results could vary significantly from quarter-to-quarter and year-to-year and may fail to match
our past performance because of a variety of factors, some of which are outside of our control. Any of these events could cause the market
price of our Class A Ordinary Shares to fluctuate. Factors that may contribute to the variability of our operating results include:
● | the
unproven nature of our business model; |
● | our
commitment to putting our users first even if it means forgoing short-term revenue opportunities; |
● | the
cost of investing in our technology infrastructure may be greater than we anticipate; |
● | our
ability to increase our user base and user engagement; |
● | disruptions
or outages in our website availability, actual or perceived breaches of privacy, and compromises
of our user data; |
● | the
entrance of new competitors in our market whether by established companies or the entrance
of new companies; |
● | changes
in our pricing policies or those of our competitors; |
● | macroeconomic
changes, in particular, deterioration in real estate markets, which would adversely impact
sales of our solutions, or economic growth that does not lead to growth in real estate prices
and activity, for instance growth coupled with increases in interest rates; |
● | the
timing and costs of expanding our sales organization and delays or inability in achieving
expected productivity; |
● | our
ability to increase sales of our products and solutions to new users and expand sales of
additional products and solutions to our existing users; and |
● | general
industry and macroeconomic conditions. |
Given
our short operating history and the rapidly evolving market of real estate-related apps, our historical operating results may not be
useful to you in predicting our future operating results. If and when our revenue growth rate slows, we expect that the cyclicality and
seasonality in our business may become more pronounced and may in the future cause our operating results to fluctuate. In addition, global
economic concerns continue to create uncertainty and unpredictability and add risk to our future outlook. Sovereign debt issues and economic
uncertainty in the United States and Europe and around the world raise concerns in markets important to our business. An economic downturn
in any particular region in which we do business or globally could result in reductions in real estate activity and other adverse effects
that could harm our operating results.
We
have implemented a disaster recovery program, which allows us to move production to a back-up data center in the event of a catastrophe.
Although this program is functional, it does not yet provide a real-time back-up data center, so if our primary data center shuts down,
there will be a period of time that the website will remain shut down while the transition to the back-up data center takes place.
Our
systems are also vulnerable to damage or interruption from catastrophic occurrences such as earthquakes, floods, fires, power loss, telecommunication
failures, terrorist attacks and similar events. Our U.S. corporate offices and certain of the facilities we lease to house our computer
and telecommunications equipment are located in Southern California, a region known for seismic activity. Despite any precautions we
may take, the occurrence of a natural disaster or other unanticipated problems at our hosting facilities could result in lengthy interruptions
in our services.
19 |
We
do not carry business interruption insurance sufficient to compensate us for the potentially significant losses, including the potential
harm to the future growth of our business that may result from interruptions in our service as a result of system failures.
We
expect that our costs will increase, such we may not be able to generate sufficient revenue to create and sustain profitability over
the long term.
We
expect our costs to increase in future periods, which could negatively affect our future operating results. In particular, in 2025, we
plan to continue to invest for future growth, and as a result we do not expect to be profitable on a GAAP basis in 2025. We expect to
continue to expend substantial financial and other resources on:
● | our
technology infrastructure, including website architecture, development tools scalability,
availability, performance and security, as well as disaster recovery measures; |
● | product
development, including investments in our product development team and the development of
new features; |
● | sales
and marketing, including a significant expansion of our sales organization; |
● | international
expansion in an effort to increase our user base, engagement and sales; and |
● | general
administration, including legal and accounting expenses related to being a public company. |
These
investments may not result in the generation of revenue, or in increased revenue or growth in our business. If we fail to generate and
then grow our revenue and overall business, our operating results and business would be harmed.
We
expect to face increasing competition in the market for online professional networks from social networking sites and Internet search
companies, among others, as well as continued competition for users of our hiring and marketing solutions.
We
face significant competition in all aspects of our business, and we expect such competition to increase, particularly in the market for
online professional networks.
Our
industry is evolving rapidly and is becoming increasingly competitive.
Larger
and more established companies may focus on our market and could directly compete with us. Smaller companies, including application developers,
could also launch new products and services that compete with us and that could gain market acceptance quickly. We also expect our existing
competitors in the market for online real estate solutions to continue to focus on these areas. A number of these companies may have
greater resources than us, which may enable them to compete more effectively. Additionally, users of social networks may choose to use,
or increase their use of, those networks for their real estate activities, which may result in those users decreasing or eliminating
their use of Real Messenger mobile application. Companies that currently focus on social networking could also expand their focus to
professionals. We and other companies have historically established alliances and relationships with some of these companies to allow
broader exposure to users and access to data online. We may also, in the future, establish alliances or relationships with other competitors
or potential competitors. To the extent companies terminate such relationships and establish alliances and relationships with others,
our business could be harmed. Specifically, we compete for users, enterprises and professional organizations as discussed below.
The
market for online solutions focused on real estate is established (in terms of widespread interest by industry participants and solutions)
and yet rapidly evolving (in terms of changes in features offered). Other companies such as large real estate brokerages, Zillow, Facebook,
Alphabet (Google), Microsoft and Twitter are developing or could develop competing solutions. Further, some of these companies are partnering
with third parties to offer products and services that could compete with ours. Our competitors may announce new products, services or
enhancements that better address changing industry standards or the needs of users, such as mobile access. Any such increased competition
could cause pricing pressure, loss of market share or decreased user engagement, any of which could adversely affect our business and
operating results. Internet search engines could also change their methodologies in ways that adversely affect our ability to optimize
our page rankings within their search results.
20 |
If
we fail to effectively manage our growth, our business and operating results could be harmed.
We
expect growth in our headcount and operations, which will place significant demands on our management and our operational and financial
infrastructure. As of September 30, 2025 and March 31, 2025, approximately 61% and 17% of our employees had been with us
for less than one year and approximately 61% and 38% for less than two years, respectively. As we continue to grow, we
must effectively integrate, develop and motivate new employees in various countries around the world, and we must maintain the beneficial
aspects of our corporate culture. In particular, we intend to continue to make investments in our research and development, sales, and
our international operations. To attract top talent, we have had to offer, and believe we will need to continue to offer, highly competitive
compensation packages before we can validate the productivity of those employees. The risks of over-hiring or over-compensating and the
challenges of integrating a growing employee base into our corporate culture are exacerbated by our international expansion. Additionally,
we may not be able to hire new employees quickly enough to meet our needs. If we fail to effectively manage our hiring needs and successfully
integrate our new hires, our efficiency and ability to meet our forecasts and our employee morale, productivity and retention could suffer,
and our business and operating results could be adversely affected.
Additionally,
if we do not effectively manage the growth of our business and operations, the quality of our solutions could suffer, which could negatively
affect our brand, operating results and overall business. Further, we have made changes in the past, and will in the future make changes,
to our features, products and services that our users may not like, find useful or agree with. We may also decide to discontinue certain
features, products or services, or charge for certain features, products or services that are currently free or increase fees for any
of our features, products or services. If users are unhappy with these changes, they may decrease their engagement on our site, or stop
using features, products or services or the site generally. They may, in addition, choose to take other types of action against us such
as organizing petitions or boycotts focused on our company, our website or any of our services, filing claims with the government or
other regulatory bodies, or filing lawsuits against us. Any of these actions could negatively impact our user growth and engagement and
our brand, which would harm our business. To effectively manage this growth, we will need to continue to improve our operational, financial
and management controls, and our reporting systems and procedures by, among other things:
● | improving
our information technology infrastructure to maintain the effectiveness of our solutions; |
● | enhancing
information and communication systems to ensure that our employees and offices around the
world are well-coordinated and can effectively communicate with each other and our growing
base of users, enterprises and professional organizations; |
● | enhancing
our internal controls to ensure timely and accurate reporting of all of our operations; and |
● | appropriately
documenting our information technology systems and our business processes. |
These
systems enhancements and improvements will require significant capital expenditures and allocation of valuable management and employee
resources. If we fail to implement these improvements effectively, our ability to manage our expected growth and comply with the rules
and regulations that are applicable to publicly reporting companies will be impaired.
Our
international operations are subject to increased challenges and risks.
We
expect to significantly expand our international operations in the future through our acquisition strategy and by expanding our offerings
in new languages and possibly by opening offices in new countries. However, we have limited operating history, and our ability to manage
our business and conduct our operations internationally requires considerable management attention and resources and is subject to the
particular challenges of supporting a rapidly growing business in an environment of multiple languages, cultures, customs, legal systems,
alternative dispute systems, regulatory systems and commercial infrastructures. International expansion will require us to invest significant
funds and other resources. Expanding internationally may subject us to risks that we have either not faced before or increase risks that
we currently face, including risks associated with:
● | recruiting
and retaining talented and capable employees in foreign countries; |
21 |
● | providing
solutions across a significant distance, in different languages and among different cultures,
including potentially modifying our solutions and features to ensure that they are culturally
relevant in different countries; |
● | increased
competition from local websites and services, that provide online real estate solutions,
who may also expand their geographic footprint; |
● | compliance
with applicable foreign laws and regulations; |
● | longer
payment cycles in some countries; |
● | credit
risk and higher levels of payment fraud; |
● | compliance
with anti-bribery laws including without limitation, compliance with the Foreign Corrupt
Practices Act and the UK Anti-Bribery Act; |
● | currency
exchange rate fluctuations; |
● | foreign
exchange controls that might prevent us from repatriating cash earned outside the United
States; |
● | political
and economic instability in some countries; |
● | double
taxation of our international earnings and potentially adverse tax consequences due to changes
in the tax laws of the United States or the foreign jurisdictions in which we operate; and |
● | higher
costs of doing business internationally. |
If
our future potential revenue from our international operations, and particularly from our operations in the countries and regions on
which we have focused our spending, do not exceed the expense of establishing and maintaining these operations, our business and operating
results will suffer.
Our
business depends on a strong brand, and any failure to maintain, protect and enhance our brand would hurt our ability to retain or expand
our base of users, enterprises and professional organizations, or our ability to increase their level of engagement.
We
have developed a strong brand that we believe has contributed significantly to the success of our business. Our brand is predicated on
the idea that individual professionals will find immense value in building and maintaining their professional identities and reputations
on our platform. Maintaining, protecting and enhancing the “Real Messenger” brand is critical to expanding our base of users,
enterprises, advertisers, and other partners, and increasing their engagement with our website, and will depend largely on our ability
to maintain user trust, be a technology leader and continue to provide high-quality solutions, which we may not do successfully. If we
do not successfully maintain a strong brand, our business could be harmed.
22 |
We
may not be able to successfully halt the operations of apps and websites that aggregate our data as well as data from other companies,
including social networks, or copycat websites that have misappropriated our data in the past or may misappropriate our data in the future.
From
time to time, third parties have misappropriated our data through website scraping, robots or other means and aggregated this data on
their websites with data from other companies. In addition, “copycat” websites and apps have misappropriated data on our
network and attempted to imitate our brand or the functionality of our website. When we have become aware of such occurrences, we have
employed technological or legal measures in an attempt to halt their operations. However, we may not be able to detect all such occurrences
in a timely manner and, even if we could, technological and legal measures may be insufficient to stop their operations. In some cases,
particularly in the case of third parties operating outside of the United States, our available remedies may not be adequate to protect
us against such websites. Regardless of whether we can successfully enforce our rights against these third parties, any measures that
we may take could require us to expend significant financial or other resources.
Failure
to protect or enforce our intellectual property rights could harm our business and operating results.
We
regard the protection of our trade secrets, copyrights, trademarks, trade dress, domain names and patents as critical to our success.
In particular, we must maintain, protect and enhance the Real Messenger brand. We strive to protect our intellectual property rights
by relying on foreign, federal, state and common law rights, as well as contractual restrictions. We enter into confidentiality and invention
assignment agreements with our employees and contractors, and confidentiality agreements with parties with whom we conduct business in
order to limit access to, and disclosure and use of, our proprietary information. However, these contractual arrangements and the other
steps we have taken to protect our intellectual property may not prevent the misappropriation of our proprietary information or deter
independent development of similar technologies by others.
We
pursue the registration of our domain names, trademarks, and service marks in the United States and in certain locations outside the
United States. Effective trade secret, copyright, trademark, trade dress, domain name and patent prosecution is expensive to develop
and maintain, both in terms of initial and ongoing registration requirements and the costs of defending our rights. We are seeking to
protect our trademarks, patents, and domain names in an increasing number of jurisdictions, a process that is expensive and may not be
successful or which may not pursue in every location. We may, over time, increase our investment in protecting our innovations through
increased patent filing that is expensive and time-consuming.
Litigation
may be necessary to enforce our intellectual property rights, protect our respective trade secrets or determine the validity and scope
of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs
and diversion of management and technical resources, any of which could adversely affect our business and operating results. We may incur
significant costs in enforcing our trademarks against those who attempt to imitate our “Real Messenger” brand. If we fail
to maintain, protect and enhance our intellectual property rights, our business and operating results may be harmed and the market price
of our Class A Ordinary Shares could decline.
We
may in the future be subject to legal proceedings and litigation, including intellectual property and privacy disputes, which are costly
to defend and could harm our business and operating results.
We
may become party to lawsuits in the normal course of business. Litigation in general is often expensive and disruptive to normal business
operations. We expect to face in the future, allegations and lawsuits that we have infringed the intellectual property and other rights
of third parties, including patents, privacy, trademarks, copyrights and other rights. Litigation, and particularly the patent infringement
and class action matters we may face, may be protracted and expensive, and the results are difficult to predict. Adverse outcomes may
result in significant settlement costs or judgments, require us to modify our products and features while we develop non-infringing substitutes
or require us to stop offering certain features.
In
addition, we use open-source software in our solutions and will use open-source software in the future. From time to time, we may face
claims against companies that incorporate open-source software into their products, claiming ownership of, or demanding release of, the
source code, the open-source software and/or derivative works that were developed using such software, or otherwise seeking to enforce
the terms of the applicable open-source license. These claims could also result in litigation, require us to purchase a costly license
or require us to devote additional research and development resources to change our solutions, any of which would have a negative effect
on our business and operating results.
23 |
Although
the results of litigation and claims cannot be predicted with certainty, we do not believe that the final outcome of any matter that
we currently face will have a material adverse effect on our business. However, there can be no assurance that our expectations will
prove correct, and even if these matters are not resolved in our favor or without significant cash settlements, these matters, and the
time and resources necessary to litigate or, resolve them, could harm our business, our operating results, our reputation or the market
price of our Class A Ordinary Shares.
If
we do not continue to attract new users, or if existing users do not maintain their relationship with us, reduce their interaction with
us, or fail to adopt or purchase additional solutions, we may not achieve our revenue projections, and our operating results would be
harmed.
In
order to generate revenue and grow our business, we must continually attract new users, sell additional solutions to existing users and
retain users while maintaining their engagement. The success of our business will be highly correlated with the “network effect”
that we and our users achieve. Having a large user network is expected to provide users confidence that Real Messenger mobile application
is the best place for their real estate activities, and the best source of information on real estate opportunities of interest to them.
A large user network creates a “domino effect” that inures to the benefit of Real Messenger mobile application and its users
– namely, more users makes our solution more attractive to new users, resulting in a network effect that potentially strengthens
our first-to-market advantage. However, despite the potential first-mover advantage of the Real Messenger mobile application network
over other similar
### EX-4.1 - EX-4.1
EX-4.1
3
ex4-1.htm
EX-4.1
Exhibit 4.1
SHARE
CERTIFICATE
Number
of certificate |
|
Number
of shares |
|
|
|
|
|
|
|
|
|
REAL
MESSENGER CORPORATION
$50,000.00
divided into
| (i) | 488,000,000
Class A Ordinary Shares of par value $0.0001 each |
| (ii) | 12,000,000
Class B Ordinary Shares of par value $0.0001 each |
THIS
SHARE CERTIFICATE CERTIFIES THAT as of [Transfer date], [Name] of [Address] is the registered holder of [Number] fully paid Class A Ordinary
Share(s) of no par value in the above named Company which are held subject to, and transferable in accordance with, the Memorandum and
Articles of Association of the Company (as Revised).
In
Witness Whereof the Company has authorized this certificate to be issued on [Transfer date].
|
|
|
Director |
|
Director/
Secretary |
|
### EX-4.2 - EX-4.2
EX-4.2
4
ex4-2.htm
EX-4.2
Exhibit 4.2
ORDINARY
SHARE PURCHASE WARRANT
REAL
MESSENGER CORPORATION
Warrant
Shares: [●] |
Initial
Exercise Date: [●], 2026 |
Issue
Date: [●], 2026
THIS
WARRANT TO PURCHASE ORDINARY SHARES (the “ Warrant ”) certifies that, for value received, [●] or its assigns (the
“ Holder ”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set
forth, at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on [●], 2031 (the “ Termination
Date ”) but not thereafter, to subscribe for and purchase from Real Messenger Corporation, a Cayman Islands exempted company
(the “ Company ”), up to _____________ Ordinary Shares (as hereinafter defined) of the Company (as subject to adjustment
hereunder, the “ Warrant Shares ”). The purchase price of one (1) Ordinary Share under this Warrant shall be equal to
the Exercise Price, as defined in Section 2(b).
Section
1. Definitions . In addition to the terms defined elsewhere in this Warrant or in the Securities Purchase Agreement dated [●],
2026 by and among the Company and the Purchasers parties thereto (the “Securities Purchase Agreement”), the following terms
have the meanings indicated in this Section 1:
“ Affiliate ”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“ Bid
Price ” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares
are then listed or quoted on a Trading Market, the bid price of an Ordinary Share for the time in question (or the nearest preceding
date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on. a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume
weighted average per share price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then
reported on the OTC Pink Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent
bid price per Ordinary Share so reported, or (d) in all other cases, the fair market value of an Ordinary Share as determined by an independent
appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by the Company.
“ Board
of Directors ” means the board of directors of the Company.
“ Business
Da y” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; p rovided , however , for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally
are open for use by customers on such day.
“ Commission ”
means the United States Securities and Exchange Commission.
“ Exchan g e
Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“ Options ”
means any rights, warrants or options to subscribe for or purchase any (i) Ordinary Shares or (ii) Ordinary Share Equivalents.
|
“ Ordinar y
Shares ” means Class A Ordinary Shares of the Company, par value US$0.0001 per share, and any other class of securities into
which such securities may hereafter be reclassified or changed.
“ Ordinar y
Share Equivalents ” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.
“ Person ”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“ Securities
Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“ Subsidiar y”
means any subsidiary or variable interest entity of the Company and shall, where applicable, also include any direct or indirect subsidiary
or variable interest entity of the Company formed or acquired after the date hereof.
“ Tradin g
Day ” means a day on which the Ordinary Shares are traded on a Trading Market.
“ Tradin g
Market ” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on
the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New
York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).
“ Transaction
Documents ” means the Securities Purchase Agreement dated [●], 2026, these Warrants, such other Warrants as contemplated
in the Securities Purchase Agreement, the Lockup Agreements and all exhibits and schedules thereto and hereto and any other documents
or agreements executed in connection with the transactions contemplated hereunder.
“ Transfer
A g ent ” means [●], the current transfer agent of the Company, with a mailing address of [●], and any successor
transfer agent of the Company.
“ VWAP ”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed
or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding
date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume
weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the
Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on
the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price
per Ordinary Share so reported, or (d) in all other cases, the fair market value of an Ordinary Share as determined by an independent
appraiser selected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by the Company.
“ Warrants ”
means this Warrant and other Ordinary Share purchase warrants issued by the Company pursuant to the Securities Purchase Agreement.
|
Section
2. Exercise .
a)
Exercise of Warrant . Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time
or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF
copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise substantially in the form attached hereto as Exhibit A
(the “ Notice of Exercise ”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising
the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver
the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s
check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable
Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee
or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and
the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within
three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant
resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding
number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and
the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver
any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance
of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the
Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount
stated on the face hereof.
b)
Exercise Price . The exercise price per Ordinary Share under this Warrant shall be $[●], subject to adjustment hereunder
(the “ Exercise Price ”).
c)
Cashless Exercise . If at any time after the Issue Date there is no effective registration statement registering, or no current
prospectus available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part,
at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares
equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A)
= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of
Exercise is (1) delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) delivered pursuant to Section 2(a)
hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated
under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately
preceding the date of the applicable Notice of Exercise or (z) the highest Bid Price of the Ordinary Shares on the principal Trading
Market as reported by Bloomberg L.P. within two (2) hours of the Holder’s delivery of the applicable Notice of Exercise pursuant
to Section 2(a) hereof if such Notice of Exercise is delivered during “regular trading hours,” or within two (2) hours after
the close of “regular trading hours,” on a Trading Day or (iii) the VWAP on the date of the applicable Notice of Exercise
if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is delivered pursuant to Section 2(a) hereof at least
two (2) hours after the close of “regular trading hours” on such Trading Day;
(B)
= the Exercise Price of this Warrant, as adjusted hereunder; and
(X)
= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise.
If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the holding period of the Warrant Shares being issued may be tacked to the holding period of this Warrant. The Company
agrees not to take any position contrary to this Section 2(c).
|
d)
Mechanics of Exercise .
i.
Deliver y of Warrant Shares Upon Exercise . The Company shall cause its Transfer Agent to transmit the Warrant Shares purchased
hereunder to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust
Company through its Deposit or Withdrawal at Custodian system (“ DWAC ”) if the Company is then a participant in such
system and either (A) there is an effective registration statement and current prospectus permitting the issuance of the Warrant Shares
to or the resale of the Warrant Shares by Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale
limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered
in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder
is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest
of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the
aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery
to the Company of the Notice of Exercise (such date, the “ Warrant Share Deliver y Date ”). Upon delivery of the
Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with
respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of
the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day
and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. Notwithstanding
anything herein to the contrary, upon delivery of the Notice of Exercise, the Holder shall be deemed for purposes of Regulation SHO under
the Exchange Act to have become the holder of the Warrant Shares irrespective of the date of delivery of the Warrant Shares. If the Company
fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date,
provided that payment of the aggregate Exercise Price (other than in the instance of a cashless exercise) is received by the Company
on or prior to the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty,
for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Ordinary Shares on the date of the applicable Notice
of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to
accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.
The Company agrees to maintain a Transfer Agent that is a participant in the FAST program so long as this Warrant remains outstanding
and exercisable. As used herein, “ Standard Settlement Period ” means the standard settlement period, expressed in a
number of Trading Days, on the Company’s primary Trading Market with respect to the Ordinary Shares as in effect on the date of
delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to
12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase
Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial
Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder.
ii.
Deliver y of New Warrants Upon Exercise . If this Warrant shall have been exercised in part, the Company shall, at the request
of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new
Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant
shall in all other respects be identical with this Warrant.
iii.
Rescission R ig hts . If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant
to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
|
iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares upon Exercise . In addition to any other rights available to
the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required
by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Ordinary
Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise
(a “ Bu y -In ”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s
total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased exceeds (y) the amount obtained by
multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at
issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the
Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored and
return any amount received by the Company in respect of the Exercise Price for those Warrant Shares (in which case such exercise shall
be deemed rescinded) or deliver to the Holder the number of Ordinary Shares that would have been issued had the Company timely complied
with its exercise and delivery obligations hereunder. For example, if the Holder purchases Ordinary Shares having a total purchase price
of $11,000 to cover a Buy-In with respect to an attempted exercise of Ordinary Shares with an aggregate sale price giving rise to such
purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder
$1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and,
upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other
remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive
relief with respect to the Company’s failure to timely deliver Ordinary Shares upon exercise of the Warrant as required pursuant
to the terms hereof.
v.
No Fractional Shares or Scrip . No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company
shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or round up to the next whole Ordinary Share.
vi.
Cha rg es, Taxes and Expenses . Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer
tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the
Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder;
p rovided , however , that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder,
this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed
by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax
incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all
fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day
electronic delivery of the Warrant Shares.
vii.
Closin g of Books . The Company will not close its shareholder books register of members or records in any manner which prevents
the timely exercise of this Warrant, pursuant to the terms hereof.
|
e)
Holder’s Exercise Limitations . The Company shall not effect any exercise of this Warrant, and a Holder shall not have the
right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance
after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “ Attribution Parties ”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Ordinary
Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of
Ordinary Shares which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by
the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion
of any other securities of the Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation
on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution
Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the
Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act
and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation
contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned
by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the
sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether
this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties)
and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall
have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated
above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
For purposes of this Section 2(e), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding
Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case
may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent
setting forth the number of Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one (1)
Trading Day confirm orally and in writing to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding
Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant,
by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Ordinary Shares was reported.
The “ Beneficial Ownership Limitation ” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants,
9.99%) of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon
exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions
of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding
immediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions
of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st
day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective
or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable
to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
|
Section
3. Certain Adjustments .
a)
Share Dividends and Splits . If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on its Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary
Shares (which, for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon exercise of this Warrant), (ii)
subdivides outstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding
Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of Ordinary Shares any shares of capital stock of
the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary
Shares, and such other capital stock of the Company (excluding treasury shares, if any) outstanding immediately before such event and
of which the denominator shall be the number of Ordinary Shares and such other capital stock of the Company (excluding treasury shares,
if any) outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately
adjusted such that the aggregate Exercise Price shall equal the aggregate Exercise Price on the Initial Exercise Date. Any adjustment
made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled
to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.
b)
Reserved.
c)
Subsequent Equity Sales . If, at any time while this Warrant is outstanding (such period, the “ Adjustment Period ”),
the Company issues, sells, enters into an agreement to sell, or grants any option to purchase, or sells, enters into an agreement to
sell, or grants any right to reprice, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase
or other disposition), or, in accordance with this Section 3(c), is deemed to have issued or sold, any Ordinary Shares, or Ordinary Share
Equivalents (excluding any Exempt Issuance issued or sold or deemed to have been issued or sold) for a consideration per share (the “ New
Issuance Price ”) less than a price equal to the Exercise Price in effect immediately prior to such issue or sale or deemed
issuance or sale (such Exercise Price then in effect is referred to as the “ Applicable Price ”) (the foregoing a “ Dilutive
Issuance ”), then simultaneously with the consummation (or, if earlier, the announcement) of such Dilutive Issuance, the Exercise
Price then in effect shall be reduced to an amount equal to the New Issuance Price, and the number of Warrant Shares issuable upon exercise
of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price payable hereunder, after taking into account
the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price on the Initial Exercise Date. Notwithstanding the
foregoing, no adjustments shall be made, paid or issued under this Section 3(c) in respect of an Exempt Issuance. The Company shall notify
the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Ordinary Shares, or Ordinary Share
Equivalents subject to this Section 3(c), indicating therein the applicable issuance price, or applicable reset price, exchange price,
conversion price and other pricing terms (such notice, the “ Dilutive Issuance Notice ”). For purposes of clarification,
whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(c), upon the occurrence of any Dilutive Issuance,
the Holder is entitled to receive a number of Warrant Shares based upon the New Issuance Price regardless of whether the Holder accurately
refers to the New Issuance Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction, the Company shall
be deemed to have issued Ordinary Share, or Ordinary Share Equivalents at the lowest possible price, conversion price or exercise price
at which such securities may be issued, converted or exercised. “ Variable Rate Transaction ” means a transaction in
which the Company (i) issues or sells any Ordinary Shares, or Ordinary Share Equivalents either (A) at a conversion price, exercise price
or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the Ordinary Shares at
any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject
to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or
contingent events directly or indirectly related to the business of the Company or the market for the Ordinary Shares, other than in
connection with customary anti-dilution adjustments resulting from future stock splits, stock dividends or similar transactions, or (ii)
issues or sells any amortizing convertible security that amortizes prior to its maturity date, whereby it is required to or has the option
to (or the investor in such security has the option to require the Company to) make such amortization payments in Ordinary Shares (whether
or not such payments in stock are subject to certain equity conditions) or (iii) enters into, or effects a transaction under, any agreement,
including, but not limited to, an equity line of credit or “at-the- market” offering, whereby it may sell securities at a
future determined price, regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether
such agreement is subsequently canceled, provided that any issuance of shares upon the exercise of the Warrants will not be deemed a
Variable Rate Transaction.
|
i.
Issuance of Options . If the Company in any manner grants, issues or sells (or enters into any agreement to grant, issue or sell)
any Options and the lowest price per share for which one share of Ordinary Shares is at any time issuable upon the exercise of any such
Option or upon conversion, exercise or exchange of any Ordinary Share Equivalents issuable upon exercise of any such Option or otherwise
pursuant to the terms thereof is less than the Applicable Price, then such share of Ordinary Shares shall be deemed to be outstanding
and to have been issued and sold by the Company at the time of the granting, issuance or sale (or the time of execution of such agreement
to grant, issue or sell, as applicable) of such Option for such price per share. For purposes of this Section 3(c)(i), the “lowest
price per share for which one share of Ordinary Shares is at any time issuable upon the exercise of any such Options or upon conversion,
exercise or exchange of any Ordinary Share Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof”
shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company
with respect to any one share of Ordinary Shares upon the granting, issuance or sale (or pursuant to the agreement to grant, issue or
sell, as applicable) of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Ordinary Share Equivalent
issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such
Option for which one share of Ordinary Shares is issuable (or may become issuable assuming all possible market conditions) upon the exercise
of any such Options or upon conversion, exercise or exchange of any Ordinary Share Equivalents issuable upon exercise of any such Option
or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other
Person) upon the granting, issuance or sale (or the agreement to grant, issue or sell, as applicable) such Option, upon exercise of such
Option and upon conversion, exercise or exchange of any Ordinary Share Equivalent issuable upon exercise of such Option or otherwise
pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder
of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the
actual issuance of such Ordinary Shares, or of such Ordinary Share Equivalents upon the exercise of such Options or otherwise pursuant
to the terms of or upon the actual issuance of such Ordinary Shares upon conversion, exercise or exchange of such Ordinary Share Equivalents.
ii.
Issuance of Ordinar y Share Equivalents . If the Company in any manner issues or sells (or enters into any agreement to issue
or sell) any Ordinary Share Equivalents and the lowest price per share for which one Ordinary Share is at any time issuable upon the
conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such Ordinary
Shares shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the
time of execution of such agreement to issue or sell, as applicable) of such Ordinary Share Equivalents for such price per share. For
the purposes of this Section 3(c)(ii), the “lowest price per share for which one Ordinary Share is at any time issuable upon the
conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the
sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one Ordinary Shares upon the
issuance or sale (or pursuant to the agreement to issue or sell, as applicable) of the Ordinary Share Equivalent and upon conversion,
exercise or exchange of such Ordinary Share Equivalent or otherwise pursuant to the terms thereof and (y) the lowest conversion price
set forth in such Ordinary Share Equivalent for which one Ordinary Shares is issuable (or may become issuable assuming all possible market
conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts
paid or payable to the holder of such Ordinary Share Equivalent (or any other Person) upon the issuance or sale (or the agreement to
issue or sell, as applicable) of such Ordinary Share Equivalent plus the value of any other consideration received or receivable by,
or benefit conferred on, the holder of such Ordinary Share Equivalent (or any other Person). Except as contemplated below, no further
adjustment of the Exercise Price shall be made upon the actual issuance of such Ordinary Shares upon conversion, exercise or exchange
of such Ordinary Share Equivalents or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Ordinary Share
Equivalents is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions
of this Section 3(c), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance
or sale.
|
iii.
Chan g e in Option Price or Rate of Conversion . If the purchase or exercise price provided for in any Options, the additional
consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Equivalents, or the rate at which
any Ordinary Share Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares increases or decreases at any
time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section
3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have
been in effect at such time had such Options or Ordinary Share Equivalents provided for such increased or decreased purchase price, additional
consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes
of this Section 3(c)(iii), if the terms of any Option or Ordinary Share Equivalent that was outstanding as of the Initial Exercise Date
are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Equivalent
and the Ordinary Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date
of such increase or decrease. No adjustment pursuant to this Section 3(c) shall be made if such adjustment would result in an increase
of the Exercise Price then in effect.
iv.
Calculation of Consideration Received. If any Option and/or Ordinary Share Equivalents and/or Adjustment Right is issued in connection
with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “ Primar y
Security ”, and such Option and/or Ordinary Share Equivalents and/or Adjustment Right, the “ Secondar y Securities ”
and together with the Primary Security, each a “ Unit ”), together comprising one integrated transaction, the aggregate
consideration per share of Ordinary Shares with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase
price of such Unit, (y) if such Primary Security is an Option and/or Ordinary Share Equivalent, the lowest price per share for which
one Ordinary Shares is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(c)(i)
or 3(c)(ii) above and (z) the lowest VWAP of the Ordinary Shares on any Trading Day during the five (5) Trading Day period (the “ Ad j ustment
Period ”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, if such public
announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first
Trading Day in such five Trading Day period and if this Warrant is exercised, on any given Exercise Date during any such Adjustment Period,
solely with respect to such portion of this Warrant converted on such applicable Exercise Date, such applicable Adjustment Period shall
be deemed to have ended on, and included, the Trading Day immediately prior to such Exercise Date). If any Ordinary Shares, Options or
Ordinary Share Equivalents are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will
be deemed to be the net amount of consideration received by the Company therefor. If any Ordinary Shares, Options or Ordinary Share Equivalents
are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value
of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration
received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading
Days immediately preceding the date of receipt. If any Ordinary Shares, Options or Ordinary Share Equivalents are issued to the owners
of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor
will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to
such Ordinary Shares, Options or Ordinary Share Equivalents (as the case may be). The fair value of any consideration other than cash
or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement
within ten (10) days after the occurrence of an event requiring valuation (the “ Valuation Event ”), the fair value
of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an
independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and
binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes
of hereof, “ Ad j ustment Right ” means any right granted with respect to any securities issued in connection with,
or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(c) of Ordinary Shares that could
result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including,
without limitation, any cash settlement rights, cash adjustment or other similar rights).
|
v.
Record Date . If the Company takes a record of the holders of Ordinary Shares for the purpose of entitling them (A) to receive
a dividend or other distribution payable in Ordinary Shares, Options or in Ordinary Share Equivalents or (B) to subscribe for or purchase
Ordinary Shares, Options or Ordinary Share Equivalents, then such record date will be deemed to be the date of the issuance or sale of
the Ordinary Shares deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution
or the date of the granting of such right of subscription or purchase (as the case may be).
d)
Subsequent Rights Offerings . In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,
issues or sells any Ordinary Share Equivalents or rights to purchase shares, warrants, securities or other property pro rata to all (or
substantially all) of the record holders of any class of Ordinary Shares (the “ Purchase R ig hts ”), then the
Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder
could have acquired if the Holder had held the number of Ordinary Shares acquirable upon complete exercise of this Warrant (without regard
to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date
on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which
the record holders of Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that,
to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership
of such Ordinary Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance
for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
e)
Pro Rata Distributions . During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to all (or substantially all) holders of Ordinary Shares, by way of
return of capital or otherwise (including, without limitation, any distribution of cash, shares or other securities, property or options
by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “ Distribution ”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of Ordinary Shares acquirable upon
complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the
date as of which the record holders of Ordinary Shares are to be determined for the participation in such Distribution (p rovided ,
however , that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder
exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent
(or in the beneficial ownership of any Ordinary Shares as a result of such Distribution to such extent) and the portion of such Distribution
shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder
exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completely exercised at the
time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder
has exercised this Warrant.
|
f)
Fundamental Transaction . If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or
more related transactions effects any merger or consolidation of the Company with or into another Person , (ii) the Company or any Subsidiary,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender
or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding
Ordinary Shares or 50% or more of the voting power of the ordinary equity of the Company, (iv) the Company, directly or indirectly, in
one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory
share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property,
or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other
business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with
another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding Ordinary Shares or 50%
or more of the voting power of the ordinary equity of the Company (each a “ Fundamental Transaction ”), then, upon any
subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable
upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to
any limitation in Section 2(e) on the exercise of this Warrant), the number of Ordinary Shares of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional consideration (the “ Alternate Consideration ”)
receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for which this Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one Ordinary Share in such Fundamental Transaction,
and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value
of any different components of the Alternate Consideration. If holders of Ordinary Shares are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the
event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable
at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the
public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount
of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation
of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s control, including
not approved by the Company’s Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor
Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value (as defined below) of the unexercised
portion of this Warrant, that is being offered and paid to the holders of Ordinary Shares of the Company in connection with the Fundamental
Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Ordinary
Shares are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction;
provided, further, that if holders of Ordinary Shares of the Company are not offered or paid any consideration in such Fundamental Transaction,
such holders of Ordinary Shares will be deemed to have received common stock or ordinary shares, as applicable, of the Successor Entity
(which Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “ Black Scholes Value ”
means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg,
L.P. (“ Bloombe rg”) determined as of the day of consummation of the applicable contemplated Fundamental Transaction
for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time
between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date, (B) an expected
volatility equal to the greater of (1) 100% and (2) the 100 day volatility as obtained from the HVT function on Bloomberg (determined
utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable contemplated
Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price
per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction
and (ii) the highest VWAP during the period beginning on the Trading Day immediately preceding the public announcement of the applicable
contemplated Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading
Day of the Holder’s request pursuant to this Section 3(e) and (D) a remaining option time equal to the time between the date of
the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date and (E) a zero cost of borrow.
The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration) within
the later of (i) five (5) Business Days after the Holder’s election and (ii) the date of consummation of the Fundamental Transaction.
The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “ Successor
Enti ty”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents
in accordance with the provisions of this Section 3(f) pursuant to written agreements in form and substance reasonably satisfactory to
the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of
the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant that is exercisable for a corresponding number of shares of capital stock of such Successor
Entity (or its parent entity) equivalent to the Ordinary Shares acquirable and receivable upon exercise of this Warrant (without regard
to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the
exercise price hereunder to such shares of capital stock (but taking into account the relative value of the Ordinary Shares prior to
such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise
price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental
Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction,
the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation
of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the “Company”
shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor
Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto
and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and
the other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally,
had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this
Section 3(e) regardless of (i) whether the Company has sufficient authorized Ordinary Shares for the issuance of Warrant Shares and/or
(ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date. The Company shall instruct the Transfer Agent in writing
to mail, by first class mail, postage prepaid, to each Holder, written notice of the execution of any such amendment, supplement or agreement
with the Successor Entity. Any supplemented or amended agreement entered into by the successor corporation or transferee shall provide
for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3(f). The
Transfer Agent shall have no duty, responsibility or obligation to determine the correctness of any provisions contained in such agreement
or such notice, including but not limited to any provisions relating either to the kind or amount of securities or other property receivable
upon exercise of warrants or with respect to the method employed and provided therein for any adjustments, and shall be entitled to rely
conclusively for all purposes upon the provisions contained in any such agreement. The provisions of this Section 3(f) shall similarly
apply to successive reclassifications, changes, consolidations, mergers, sales and conveyances of the kind described above
g)
Calculations . All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall
be the sum of the number of Ordinary Shares (excluding treasury shares, if any) issued and outstanding.
h)
Notice to Holder .
i.
Ad j ustment to Exercise Price . Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the
Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting
adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
|
ii.
Notice to Allow Exercise b y Holder . If (A) the Company shall declare a dividend (or any other distribution in whatever
form) on the Ordinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares,
(C) the Company shall authorize the granting to all holders of the Ordinary Share rights or warrants to subscribe for or purchase any
shares of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification
of the Ordinary Shares, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer
of all or substantially all of its assets, or any compulsory share exchange whereby the Ordinary Shares are converted into other securities,
cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs
of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall
appear upon the Warrant Register of the Company, at least 10 calendar days prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,
rights or warrants, or if a record is not to be taken, the date as of which the holders of the Ordinary Shares of record to be entitled
to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected
that holders of the Ordinary Shares of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver
such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified
in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding
the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report of
Foreign Private Issuer on Form 6-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date
of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
i)
Voluntary Adjustment By Company . Subject to the rules and regulations of the Trading Market on which the Ordinary Shares is then
listed, the Company may at any time during the term of this Warrant, subject to the prior written consent of the Holder, reduce the then
current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.
Section
4. Transfer of Warrant .
a)
Transferabili ty. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof,
this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,
upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of
this Warrant substantially in the form attached hereto as Exhibit B duly executed by the Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the
Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination
or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of
this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder
shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which
case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an
assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised
by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
b)
New Warrants . This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of
the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division
or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of
this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
|
c)
Warrant Re gi ster . The Company shall register this Warrant, upon records to be maintained by the Company for that purpose
(the “ Warrant Re gi ster ”), in the name of the record Holder hereof from time to time. The Company may deem and
treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to
the Holder, and for all other purposes, absent actual notice to the contrary.
d)
Transfer Restrictions If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer
of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under
applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public
information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or
transferee of this Warrant, provide to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably
satisfactory to the Company to the effect that the transfer of this Warrant does not require registration under the Securities Act.
e)
Representation by the Holder . The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant
and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to
or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, except pursuant to sales registered or exempted under the Securities Act
Section
5. Miscellaneous .
a)
No R ig hts as Shareholder until Exercise; No Settlement in Cash . This Warrant does not entitle the Holder to any voting
rights, dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d) (i), except
as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise”
pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company
be required to net cash settle an exercise of this Warrant.
b)
Loss, Theft, Destruction or Mutilation of Warrant . The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the
Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant
or stock certificate.
c)
Saturda y s, Sundays, Holidays, etc . If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.
d)
Authorized Shares .
The
Company covenants that, during the period the Warrant is outstanding, it will have sufficient authorized and unissued Ordinary Shares
to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants
that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary
Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be
necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of the Trading Market upon which the Ordinary Shares may be listed. The Company covenants that all Warrant Shares
which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented
by this Warrant and payment for such Warrant Shares in accordance herewith and upon registration in the Register of Members of the Company,
be duly authorized, validly issued, fully paid and nonassessable (which means that no further sums are required to be paid by the holders
thereof in connection with the issue thereof) and free from all taxes, liens and charges created by the Company in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
|
Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its memorandum and articles of association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may
be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise
immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,
as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before
taking any action that would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from
any public regulatory body or bodies having jurisdiction thereof.
e)
Governin g Law . All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles
of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of
the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers,
shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City
of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City
of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient
venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant,
the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Notwithstanding
the foregoing, nothing in this paragraph shall limit or restrict the federal district court in which a Holder may bring a claim under
the federal securities laws.
f)
Restrictions . The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and
the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g)
Nonwaiver and Expenses . No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. No provision of this Warrant
shall be construed as a waiver by the Holder of any rights which the Holder may have under the federal securities laws and the rules
and regulations of the Commission thereunder. Without limiting any other provision of this Warrant or the Purchase Agreement, if the
Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder,
the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to,
reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant
hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
|
h)
Notices . Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without
limitation, any Notice of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight
courier service, addressed to the Company, at 695 Town Center Drive, Suite 1200, Costa Mesa, CA 92626, Attention: Thomas Ma, email address:
tma@real.co, or such other email address or address as the Company may specify for such purposes by notice to the Holders. Any and all
notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by
e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the e-mail address or address of such
Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective
on the earliest of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth
in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such
notice or communication is delivered via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or
later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by
U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be
given. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company
or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report of Foreign Private Issuer
on Form 6-K.
i)
Limitation of Liabili ty. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of
the Holder for the purchase price of any Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company.
j)
Remedies . The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will
be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to
assert the defense in any action for specific performance that a remedy at law would be adequate.
k)
Successors and Ass ig ns . Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby
shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted
assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant
and shall be enforceable by the Holder or holder of Warrant Shares.
l)
Amendment . This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on
the one hand, and the Holder, on the other hand.
m)
Severabili ty. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining
provisions of this Warrant.
n)
Headin gs. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.
o)
Currenc y. Unless otherwise indicated, all dollar amounts referred to in this Warrant are in United States Dollars (“ U.S.
Dollars ”). All amounts owing under this Warrant shall be paid in U.S. Dollars. All amounts denominated in other currencies
shall be converted in the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “ Exchan g e
Rate ” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Warrant, the U.S. Dollar
exchange rate as published in the Wall Street Journal (NY edition) on the relevant date of calculation.
********************
|
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated.
|
REAL
MESSENGER CORPORATION |
|
|
|
By: |
|
|
Name: |
|
|
Its: |
|
|
Exhibit
A
NOTICE
OF EXERCISE
TO:
REAL MESSENGER CORPORATION
(1)
The undersigned hereby elects to purchase Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2)
Payment shall take the form of (check applicable box):
☐
in lawful money of the United States; or
☐
if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 2(c).
(3)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
_____________________________
The
Warrant Shares shall be delivered to the following DWAC Account Number:
_____________________________
_____________________________
_____________________________
[SIGNATURE
OF HOLDER]
Name
of Investing Entity:
Signature
of Authorized Signatory of Investing Entity:
Name
of Authorized Signatory:
Title
of Authorized Signatory:
Date:
|
Exhibit
B
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase
shares.)
FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
Name: |
|
|
|
(Please
Print) |
|
|
|
|
Address: |
|
|
|
(Please
Print) |
|
|
|
|
Phone
Number: |
|
|
|
|
|
Email
Address: |
|
|
|
|
|
Dated:
______________ |
|
|
|
|
|
Holder’s
Signature: ___________ |
|
|
|
|
|
Holder’s
Address: ___________ |
|
|
|
### EX-4.3 - EX-4.3
EX-4.3
5
ex4-3.htm
EX-4.3
Exhibit
4.3
PRE-FUNDED
ORDINARY SHARE PURCHASE WARRANT
REAL
MESSENGER CORPORATION
Warrant
Shares: [●] |
Issuance
Date: [●], 2026 |
THIS
PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES (the “ Warrant ”) certifies that, for value received, [●] or its
assigns (the “ Holder ”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full
(the “ Termination Date ”) but not thereafter, to subscribe for and purchase from Real Messenger Corporation, a Cayman
Islands exempted company (the “ Company ”), up to _____________ Ordinary Shares (as hereinafter defined) of the Company
(as subject to adjustment hereunder, the “ Warrant Shares ”). The purchase price of one (1) Ordinary Share under this
Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Section
1. Definitions . In addition to the terms defined elsewhere in this Warrant or in the Securities Purchase Agreement dated [●],
2026 by and among the Company and the Purchasers parties thereto (the “Securities Purchase Agreement”), the following terms
have the meanings indicated in this Section 1:
“ Affiliate ”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“ Bid
Price ” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares
are then listed or quoted on a Trading Market, the bid price of an Ordinary Share for the time in question (or the nearest preceding
date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on. a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume
weighted average per share price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then
reported on the OTC Pink Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent
bid price per Ordinary Share so reported, or (d) in all other cases, the fair market value of an Ordinary Share as determined by an independent
appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by the Company.
“ Board
of Directors ” means the board of directors of the Company.
“ Business
Da y” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; p rovided , however , for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally
are open for use by customers on such day.
“ Commission ”
means the United States Securities and Exchange Commission.
“ Exchan g e
Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“ Options ”
means any rights, warrants or options to subscribe for or purchase any (i) Ordinary Shares or (ii) Ordinary Share Equivalents.
|
|
“ Ordinar y
Shares ” means Class A Ordinary Shares of the Company, par value US$0.0001 per share, and any other class of securities into
which such securities may hereafter be reclassified or changed.
“ Ordinar y
Share Equivalents ” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.
“ Person ”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“ Securities
Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“ Subsidiar y”
means any subsidiary or variable interest entity of the Company and shall, where applicable, also include any direct or indirect subsidiary
or variable interest entity of the Company formed or acquired after the date hereof.
“ Tradin g
Day ” means a day on which the Ordinary Shares are traded on a Trading Market.
“ Tradin g
Market ” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on
the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New
York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).
“ Transaction
Documents ” means the Securities Purchase Agreement dated [●], 2026, these Warrants, such other Warrants as contemplated
in the Securities Purchase Agreement, the Lockup Agreements and all exhibits and schedules thereto and hereto and any other documents
or agreements executed in connection with the transactions contemplated hereunder.
“ Transfer
A g ent ” means [●], the current transfer agent of the Company, with a mailing address of [●], and any successor
transfer agent of the Company.
“ VWAP ”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed
or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding
date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume
weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the
Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on
the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price
per Ordinary Share so reported, or (d) in all other cases, the fair market value of an Ordinary Share as determined by an independent
appraiser selected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by the Company.
“ Warrants ”
means this Warrant and other Pre-Funded Ordinary Share purchase warrants issued by the Company pursuant to the Securities Purchase Agreement.
|
|
Section
2. Exercise .
a)
Exercise of Warrant . Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time
or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF
copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise substantially in the form attached hereto as Exhibit A
(the “ Notice of Exercise ”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising
the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver
the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s
check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable
Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee
or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and
the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within
three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant
resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding
number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and
the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver
any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance
of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the
Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount
stated on the face hereof.
b)
Exercise Price . The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.0001 per Warrant Share,
was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the
nominal exercise price of $0.0001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise
of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise
price under any circumstance or for any reason whatsoever. The remaining unpaid exercise price per Ordinary Share under this Warrant
shall be $0.0001, subject to adjustment hereunder (the “Exercise Price”).
c)
Cashless Exercise . If at any time after the Issuance Date there is no effective registration statement registering, or no current
prospectus available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part,
at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares
equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A)
= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of
Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and
delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in
Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either
(y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the highest Bid Price of the
Ordinary Shares on the principal Trading Market as reported by Bloomberg L.P. within two (2) hours of the Holder’s delivery of
the applicable Notice of Exercise pursuant to Section 2(a) hereof if such Notice of Exercise is delivered during “regular trading
hours,” or within two (2) hours after the close of “regular trading hours,” on a Trading Day or (iii) the VWAP on the
date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is delivered
pursuant to Section 2(a) hereof at least two (2) hours after the close of “regular trading hours” on such Trading Day;
(B)
= the Exercise Price of this Warrant, as adjusted hereunder; and
|
|
(X)
= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise.
If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the holding period of the Warrant Shares being issued may be tacked to the holding period of this Warrant. The Company
agrees not to take any position contrary to this Section 2(c).
d)
Mechanics of Exercise .
i.
Deliver y of Warrant Shares Upon Exercise . The Company shall cause its Transfer Agent to transmit the Warrant Shares purchased
hereunder to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust
Company through its Deposit or Withdrawal at Custodian system (“ DWAC ”) if the Company is then a participant in such
system and either (A) there is an effective registration statement and current prospectus permitting the issuance of the Warrant Shares
to or the resale of the Warrant Shares by Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale
limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered
in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder
is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest
of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the
aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery
to the Company of the Notice of Exercise (such date, the “ Warrant Share Deliver y Date ”). Upon delivery of the
Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with
respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of
the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day
and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. Notwithstanding
anything herein to the contrary, upon delivery of the Notice of Exercise, the Holder shall be deemed for purposes of Regulation SHO under
the Exchange Act to have become the holder of the Warrant Shares irrespective of the date of delivery of the Warrant Shares. If the Company
fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date,
provided that payment of the aggregate Exercise Price (other than in the instance of a cashless exercise) is received by the Company
on or prior to the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty,
for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Ordinary Shares on the date of the applicable Notice
of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to
accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.
The Company agrees to maintain a Transfer Agent that is a participant in the FAST program so long as this Warrant remains outstanding
and exercisable. As used herein, “ Standard Settlement Period ” means the standard settlement period, expressed in a
number of Trading Days, on the Company’s primary Trading Market with respect to the Ordinary Shares as in effect on the date of
delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to
12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase
Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial
Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder.
ii.
Deliver y of New Warrants Upon Exercise . If this Warrant shall have been exercised in part, the Company shall, at the request
of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new
Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant
shall in all other respects be identical with this Warrant.
|
|
iii.
Rescission R ig hts . If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant
to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares upon Exercise . In addition to any other rights available to
the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required
by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Ordinary
Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise
(a “ Bu y -In ”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s
total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased exceeds (y) the amount obtained by
multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at
issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the
Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored and
return any amount received by the Company in respect of the Exercise Price for those Warrant Shares (in which case such exercise shall
be deemed rescinded) or deliver to the Holder the number of Ordinary Shares that would have been issued had the Company timely complied
with its exercise and delivery obligations hereunder. For example, if the Holder purchases Ordinary Shares having a total purchase price
of $11,000 to cover a Buy-In with respect to an attempted exercise of this Warrant for Ordinary Shares with an aggregate sale price giving
rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to
pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of
the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to
pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to the Company’s failure to timely deliver Ordinary Shares upon exercise of the Warrant as
required pursuant to the terms hereof.
v.
No Fractional Shares or Scrip . No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company
shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or round up to the next whole Ordinary Share.
vi.
Cha rg es, Taxes and Expenses . Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer
tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the
Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder;
p rovided , however , that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder,
this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed
by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax
incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all
fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day
electronic delivery of the Warrant Shares.
|
|
vii.
Closin g of Books . The Company will not close its shareholder books register of members or records in any manner which prevents
the timely exercise of this Warrant, pursuant to the terms hereof.
e)
Holder’s Exercise Limitations . The Company shall not effect any exercise of this Warrant, and a Holder shall not have the
right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance
after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “ Attribution Parties ”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Ordinary
Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of
Ordinary Shares which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by
the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion
of any other securities of the Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation
on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution
Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the
Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act
and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation
contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned
by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the
sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether
this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties)
and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall
have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated
above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
For purposes of this Section 2(e), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding
Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case
may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent
setting forth the number of Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one (1)
Trading Day confirm orally and in writing to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding
Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant,
by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Ordinary Shares was reported.
The “ Beneficial Ownership Limitation ” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants,
9.99%) of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon
exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions
of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding
immediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions
of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st
day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective
or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable
to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
|
|
Section
3. Certain Adjustments .
a)
Share Dividends and Splits . If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on its Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary
Shares (which, for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon exercise of this Warrant), (ii)
subdivides outstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding
Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of Ordinary Shares any shares of capital stock of
the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary
Shares, and such other capital stock of the Company (excluding treasury shares, if any) outstanding immediately before such event and
of which the denominator shall be the number of Ordinary Shares and such other capital stock of the Company (excluding treasury shares,
if any) outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately
adjusted such that the aggregate Exercise Price shall equal the aggregate Exercise Price on the Initial Exercise Date. Any adjustment
made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled
to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.
b)
Subsequent Rights Offerings . In addition to any adjustments pursuant to Section 3(a) above, if at any time, while this Warrant
is outstanding, the Company grants, issues or sells any Ordinary Share Equivalents or rights to purchase shares, warrants, securities
or other property pro rata to all (or substantially all) of the record holders of any class of Ordinary Shares (and not to the Holder
in such Holder’s capacity as Holder of this Warrant) (the “ Purchase R ig hts ”), then the Holder will be
entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record
is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders
of Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent
that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such
Ordinary Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for
the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
c)
Pro Rata Distributions . During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to all (or substantially all) holders of Ordinary Shares, (and not
to the Holder in such Holder’s capacity as Holder of this Warrant), by way of return of capital or otherwise (including, without
limitation, any distribution of cash, shares or other securities, property or options by way of a dividend, spin off, reclassification,
corporate rearrangement, scheme of arrangement or other similar transaction) (a “ Distribution ”), at any time after
the issuance of this Warrant, then, in each such case (other than with respect to any such event for which an adjustment is otherwise
provided for pursuant to this Section 3),, the Holder shall be entitled to participate in such Distribution to the same extent that the
Holder would have participated therein if the Holder had held the number of Ordinary Shares acquirable upon complete exercise of this
Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately
before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders
of Ordinary Shares are to be determined for the participation in such Distribution (p rovided , however , that, to the extent
that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation,
then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any Ordinary
Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit
of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the
Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant.
|
|
d)
Fundamental Transaction . If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or
more related transactions effects any merger or consolidation of the Company with or into another Person , (ii) the Company or any Subsidiary,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender
or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding
Ordinary Shares or 50% or more of the voting power of the ordinary equity of the Company, (iv) the Company, directly or indirectly, in
one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory
share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property,
or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other
business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with
another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding Ordinary Shares or 50%
or more of the voting power of the ordinary equity of the Company (each a “ Fundamental Transaction ”), then, upon any
subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable
upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to
any limitation in Section 2(e) on the exercise of this Warrant), the number of Ordinary Shares of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional consideration (the “ Alternate Consideration ”)
receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for which this Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one Ordinary Share in such Fundamental Transaction,
and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value
of any different components of the Alternate Consideration. If holders of Ordinary Shares are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in
a Fundamental Transaction in which the Company is not the survivor (the “ Successor Enti ty”) to assume in writing all
of the remaining obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions
of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder
(without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange
for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to
this Warrant that is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity)
equivalent to the Ordinary Shares acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise
of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such
shares of capital stock (but taking into account the relative value of the Ordinary Shares prior to such Fundamental Transaction and
the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting
the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory
in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to
the term “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction,
each and every provision of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead
to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor
Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity
or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the other Transaction Documents
with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the
Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(d) regardless
of (i) whether the Company has sufficient authorized Ordinary Shares for the issuance of Warrant Shares and/or (ii) whether a Fundamental
Transaction occurs prior to the Initial Exercise Date. The Company shall instruct the Transfer Agent in writing to mail, by first class
mail, postage prepaid, to each Holder, written notice of the execution of any such amendment, supplement or agreement with the Successor
Entity. Any supplemented or amended agreement entered into by the successor corporation or transferee shall provide for adjustments,
which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3(d). The Transfer Agent shall
have no duty, responsibility or obligation to determine the correctness of any provisions contained in such agreement or such notice,
including but not limited to any provisions relating either to the kind or amount of securities or other property receivable upon exercise
of warrants or with respect to the method employed and provided therein for any adjustments, and shall be entitled to rely conclusively
for all purposes upon the provisions contained in any such agreement. The provisions of this Section 3(d) shall similarly apply to successive
reclassifications, changes, consolidations, mergers, sales and conveyances of the kind described above
|
|
e)
Calculations . All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall
be the sum of the number of Ordinary Shares (excluding treasury shares, if any) issued and outstanding.
f)
Notice to Holder .
i.
Ad j ustment to Exercise Price . Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the
Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting
adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
ii.
Notice to Allow Exercise b y Holder . If (A) the Company shall declare a dividend (or any other distribution in whatever
form) on the Ordinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares,
(C) the Company shall authorize the granting to all holders of the Ordinary Share rights or warrants to subscribe for or purchase any
shares of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification
of the Ordinary Shares, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer
of all or substantially all of its assets, or any compulsory share exchange whereby the Ordinary Shares are converted into other securities,
cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs
of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall
appear upon the Warrant Register of the Company, at least 10 calendar days prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,
rights or warrants, or if a record is not to be taken, the date as of which the holders of the Ordinary Shares of record to be entitled
to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected
that holders of the Ordinary Shares of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver
such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified
in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding
the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report of
Foreign Private Issuer on Form 6-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date
of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
|
|
i)
Voluntary Adjustment By Company . Subject to the rules and regulations of the Trading Market on which the Ordinary Shares is then
listed, the Company may at any time during the term of this Warrant, subject to the prior written consent of the Holder, reduce the then
current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.
Section
4. Transfer of Warrant .
a)
Transferabili ty. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof,
this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,
upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of
this Warrant substantially in the form attached hereto as Exhibit B duly executed by the Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the
Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination
or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of
this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder
shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which
case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an
assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised
by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
b)
New Warrants . This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of
the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division
or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of
this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
c)
Warrant Re gi ster . The Company shall register this Warrant, upon records to be maintained by the Company for that purpose
(the “ Warrant Re gi ster ”), in the name of the record Holder hereof from time to time. The Company may deem and
treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to
the Holder, and for all other purposes, absent actual notice to the contrary.
d)
Transfer Restrictions If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer
of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under
applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public
information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or
transferee of this Warrant, provide to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably
satisfactory to the Company to the effect that the transfer of this Warrant does not require registration under the Securities Act.
e)
Representation by the Holder . The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant
and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to
or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, except pursuant to sales registered or exempted under the Securities Act
|
|
Section
5. Miscellaneous .
a)
No R ig hts as Shareholder until Exercise; No Settlement in Cash . This Warrant does not entitle the Holder to any voting
rights, dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d) (i), except
as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise”
pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company
be required to net cash settle an exercise of this Warrant.
b)
Loss, Theft, Destruction or Mutilation of Warrant . The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the
Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant
or stock certificate.
c)
Saturda y s, Sundays, Holidays, etc . If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.
d)
Authorized Shares .
The
Company covenants that, during the period the Warrant is outstanding, it will have sufficient authorized and unissued Ordinary Shares
to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants
that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary
Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be
necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of the Trading Market upon which the Ordinary Shares may be listed. The Company covenants that all Warrant Shares
which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented
by this Warrant and payment for such Warrant Shares in accordance herewith and upon registration in the Register of Members of the Company,
be duly authorized, validly issued, fully paid and nonassessable (which means that no further sums are required to be paid by the holders
thereof in connection with the issue thereof) and free from all taxes, liens and charges created by the Company in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its memorandum and articles of association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may
be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise
immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,
as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before
taking any action that would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from
any public regulatory body or bodies having jurisdiction thereof.
|
|
e)
Governin g Law . All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles
of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of
the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers,
shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City
of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City
of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient
venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant,
the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Notwithstanding
the foregoing, nothing in this paragraph shall limit or restrict the federal district court in which a Holder may bring a claim under
the federal securities laws.
f)
Restrictions . The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and
the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g)
Nonwaiver and Expenses . No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. No provision of this Warrant
shall be construed as a waiver by the Holder of any rights which the Holder may have under the federal securities laws and the rules
and regulations of the Commission thereunder. Without limiting any other provision of this Warrant or the Purchase Agreement, if the
Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder,
the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to,
reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant
hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h)
Notices . Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without
limitation, any Notice of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight
courier service, addressed to the Company, at 695 Town Center Drive, Suite 1200, Costa Mesa, CA 92626, Attention: Thomas Ma, email address:
tma@real.co, or such other email address or address as the Company may specify for such purposes by notice to the Holders. Any and all
notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by
e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the e-mail address or address of such
Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective
on the earliest of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth
in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such
notice or communication is delivered via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or
later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by
U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be
given. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company
or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report of Foreign Private Issuer
on Form 6-K.
|
|
i)
Limitation of Liabili ty. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of
the Holder for the purchase price of any Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company.
j)
Remedies . The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will
be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to
assert the defense in any action for specific performance that a remedy at law would be adequate.
k)
Successors and Ass ig ns . Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby
shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted
assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant
and shall be enforceable by the Holder or holder of Warrant Shares.
l)
Amendment . This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on
the one hand, and the Holder, on the other hand.
m)
Severabili ty. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining
provisions of this Warrant.
n)
Headin gs. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.
o)
Currenc y. Unless otherwise indicated, all dollar amounts referred to in this Warrant are in United States Dollars (“ U.S.
Dollars ”). All amounts owing under this Warrant shall be paid in U.S. Dollars. All amounts denominated in other currencies
shall be converted in the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “ Exchan g e
Rate ” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Warrant, the U.S. Dollar
exchange rate as published in the Wall Street Journal (NY edition) on the relevant date of calculation.
********************
|
|
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated.
|
REAL
MESSENGER CORPORATION |
|
|
|
By: |
|
|
Name: |
|
|
Its: |
|
|
|
Exhibit
A
NOTICE
OF EXERCISE
TO:
REAL MESSENGER CORPORATION
(1)
The undersigned hereby elects to purchase Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2)
Payment shall take the form of (check applicable box):
☐
in lawful money of the United States; or
☐
if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 2(c).
(3)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
_____________________________
The
Warrant Shares shall be delivered to the following DWAC Account Number:
_____________________________
_____________________________
_____________________________
[SIGNATURE
OF HOLDER]
Name
of Investing Entity:
Signature
of Authorized Signatory of Investing Entity:
Name
of Authorized Signatory:
Title
of Authorized Signatory:
Date:
|
|
Exhibit
B
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase
shares.)
FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
Name: |
|
|
|
(Please
Print) |
|
|
|
|
Address: |
|
|
|
(Please
Print) |
|
|
|
|
Phone
Number: |
|
|
|
|
|
Email
Address: |
|
|
|
|
|
Dated:
______________ |
|
|
|
|
|
Holder’s
Signature: ___________ |
|
|
|
|
|
Holder’s
Address: ___________ |
|
|
|
### EX-4.4 - EX-4.4
EX-4.4
6
ex4-4.htm
EX-4.4
Exhibit
4.4
PLACEMENT
AGENT ORDINARY SHARE PURCHASE WARRANT
REAL
MESSENGER CORPORATION
Warrant
Shares: [●] |
Initial
Exercise Date: [●], 2026 |
Issue
Date: [●], 2026
THIS
PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES (the “ Warrant ”) certifies that, for value received, MAXIM PARTNERS
LLC or its assigns (the “ Holder ”) is entitled, upon the terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on [●],
2029 (the “ Termination Date ”) but not thereafter, to subscribe for and purchase from Real Messenger Corporation, a
Cayman Islands exempted company (the “ Company ”), up to _____________ Ordinary Shares (as hereinafter defined) of the
Company (as subject to adjustment hereunder, the “ Warrant Shares ”). The purchase price of one (1) Ordinary Share under
this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the certain placement
agency agreement, dated as of [ ], 2026, by and between the Company and Maxim Group LLC (the “Placement Agency Agreement”).
Section
1. Definitions . In addition to the terms defined elsewhere in this Warrant or in the Placement Agency Agreement , the following
terms have the meanings indicated in this Section 1:
“ Affiliate ”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“ Bid
Price ” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares
are then listed or quoted on a Trading Market, the bid price of an Ordinary Share for the time in question (or the nearest preceding
date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on. a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume
weighted average per share price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then
reported on the OTC Pink Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent
bid price per Ordinary Share so reported, or (d) in all other cases, the fair market value of an Ordinary Share as determined by an independent
appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by the Company.
“ Board
of Directors ” means the board of directors of the Company.
“ Business
Da y” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; p rovided , however , for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally
are open for use by customers on such day.
“ Commission ”
means the United States Securities and Exchange Commission.
|
|
“ Exchan g e
Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“ Options ”
means any rights, warrants or options to subscribe for or purchase any (i) Ordinary Shares or (ii) Ordinary Share Equivalents.
“ Ordinar y
Shares ” means Class A Ordinary Shares of the Company, par value US$0.0001 per share, and any other class of securities into
which such securities may hereafter be reclassified or changed.
“ Ordinar y
Share Equivalents ” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.
“ Person ”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“ Securities
Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“ Subsidiar y”
means any subsidiary or variable interest entity of the Company and shall, where applicable, also include any direct or indirect subsidiary
or variable interest entity of the Company formed or acquired after the date hereof.
“ Tradin g
Day ” means a day on which the Ordinary Shares are traded on a Trading Market.
“ Tradin g
Market ” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on
the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New
York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).
“ Transaction
Documents ” means the Placement Agency Agreement dated [●], 2026, these Warrants, such other Warrants as contemplated
in the Placement Agency Agreement, the Lockup Agreements and all exhibits and schedules thereto and hereto and any other documents or
agreements executed in connection with the transactions contemplated hereunder.
“ Transfer
A g ent ” means Equiniti Trust Company, LLC, the current transfer agent of the Company, with a mailing address of 6201
15 th Avenue, Brooklyn, NY11219, and any successor transfer agent of the Company.
“ VWAP ”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed
or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding
date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume
weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the
Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on
the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price
per Ordinary Share so reported, or (d) in all other cases, the fair market value of an Ordinary Share as determined by an independent
appraiser selected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably acceptable
to the Company, the fees and expenses of which shall be paid by the Company.
|
|
“ Warrants ”
means this Warrant and other Placement Agent Ordinary Share purchase warrants issued by the Company pursuant to the Placement Agency
Agreement.
Section
2. Exercise .
a)
Exercise of Warrant . Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time
or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF
copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise substantially in the form attached hereto as Exhibit A
(the “ Notice of Exercise ”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising
the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver
the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s
check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable
Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee
or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and
the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within
three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant
resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding
number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and
the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver
any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance
of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the
Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount
stated on the face hereof.
b)
Exercise Price . The exercise price per Ordinary Share under this Warrant shall be $[●], subject to adjustment hereunder
(the “ Exercise Price ”).
c)
Cashless Exercise . If at any time after the Issue Date there is no effective registration statement registering, or no current
prospectus available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part,
at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares
equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A)
= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of
Exercise is (1) delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) delivered pursuant to Section 2(a)
hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated
under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately
preceding the date of the applicable Notice of Exercise or (z) the highest Bid Price of the Ordinary Shares on the principal Trading
Market as reported by Bloomberg L.P. within two (2) hours of the Holder’s delivery of the applicable Notice of Exercise pursuant
to Section 2(a) hereof if such Notice of Exercise is delivered during “regular trading hours,” or within two (2) hours after
the close of “regular trading hours,” on a Trading Day or (iii) the VWAP on the date of the applicable Notice of Exercise
if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is delivered pursuant to Section 2(a) hereof at least
two (2) hours after the close of “regular trading hours” on such Trading Day;
(B)
= the Exercise Price of this Warrant, as adjusted hereunder; and
|
|
(X)
= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise.
If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the holding period of the Warrant Shares being issued may be tacked to the holding period of this Warrant. The Company
agrees not to take any position contrary to this Section 2(c).
d)
Mechanics of Exercise .
i.
Deliver y of Warrant Shares Upon Exercise . The Company shall cause its Transfer Agent to transmit the Warrant Shares purchased
hereunder to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust
Company through its Deposit or Withdrawal at Custodian system (“ DWAC ”) if the Company is then a participant in such
system and either (A) there is an effective registration statement and current prospectus permitting the issuance of the Warrant Shares
to or the resale of the Warrant Shares by Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale
limitations pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered
in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder
is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest
of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the
aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery
to the Company of the Notice of Exercise (such date, the “ Warrant Share Deliver y Date ”). Upon delivery of the
Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with
respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of
the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day
and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. Notwithstanding
anything herein to the contrary, upon delivery of the Notice of Exercise, the Holder shall be deemed for purposes of Regulation SHO under
the Exchange Act to have become the holder of the Warrant Shares irrespective of the date of delivery of the Warrant Shares. If the Company
fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date,
provided that payment of the aggregate Exercise Price (other than in the instance of a cashless exercise) is received by the Company
on or prior to the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty,
for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Ordinary Shares on the date of the applicable Notice
of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to
accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.
The Company agrees to maintain a Transfer Agent that is a participant in the FAST program so long as this Warrant remains outstanding
and exercisable. As used herein, “ Standard Settlement Period ” means the standard settlement period, expressed in a
number of Trading Days, on the Company’s primary Trading Market with respect to the Ordinary Shares as in effect on the date of
delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to
12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase
Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial
Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder.
|
|
ii.
Deliver y of New Warrants Upon Exercise . If this Warrant shall have been exercised in part, the Company shall, at the request
of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new
Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant
shall in all other respects be identical with this Warrant.
iii.
Rescission R ig hts . If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant
to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares upon Exercise . In addition to any other rights available to
the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required
by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Ordinary
Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise
(a “ Bu y -In ”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s
total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased exceeds (y) the amount obtained by
multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at
issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the
Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored and
return any amount received by the Company in respect of the Exercise Price for those Warrant Shares (in which case such exercise shall
be deemed rescinded) or deliver to the Holder the number of Ordinary Shares that would have been issued had the Company timely complied
with its exercise and delivery obligations hereunder. For example, if the Holder purchases Ordinary Shares having a total purchase price
of $11,000 to cover a Buy-In with respect to an attempted exercise of Ordinary Shares with an aggregate sale price giving rise to such
purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder
$1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and,
upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other
remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive
relief with respect to the Company’s failure to timely deliver Ordinary Shares upon exercise of the Warrant as required pursuant
to the terms hereof.
v.
No Fractional Shares or Scrip . No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company
shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or round up to the next whole Ordinary Share.
vi.
Cha rg es, Taxes and Expenses . Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer
tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the
Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder;
p rovided , however , that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder,
this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed
by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax
incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all
fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day
electronic delivery of the Warrant Shares.
|
|
vii.
Closin g of Books . The Company will not close its shareholder books register of members or records in any manner which prevents
the timely exercise of this Warrant, pursuant to the terms hereof.
e)
Holder’s Exercise Limitations . The Company shall not effect any exercise of this Warrant, and a Holder shall not have the
right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance
after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “ Attribution Parties ”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Ordinary
Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of
Ordinary Shares which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by
the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion
of any other securities of the Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation
on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution
Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the
Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act
and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation
contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned
by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the
sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether
this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties)
and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall
have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated
above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
For purposes of this Section 2(e), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding
Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case
may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent
setting forth the number of Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within one (1)
Trading Day confirm orally and in writing to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding
Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant,
by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Ordinary Shares was reported.
The “ Beneficial Ownership Limitation ” shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants,
9.99%) of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon
exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions
of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding
immediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions
of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st
day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise
than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective
or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable
to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
|
|
Section
3. Certain Adjustments .
a)
Share Dividends and Splits . If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on its Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary
Shares (which, for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon exercise of this Warrant), (ii)
subdivides outstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding
Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of Ordinary Shares any shares of capital stock of
the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary
Shares, and such other capital stock of the Company (excluding treasury shares, if any) outstanding immediately before such event and
of which the denominator shall be the number of Ordinary Shares and such other capital stock of the Company (excluding treasury shares,
if any) outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately
adjusted such that the aggregate Exercise Price shall equal the aggregate Exercise Price on the Initial Exercise Date. Any adjustment
made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled
to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.
b)
Reserved.
c)
Subsequent Equity Sales . If, at any time while this Warrant is outstanding (such period, the “ Adjustment Period ”),
the Company issues, sells, enters into an agreement to sell, or grants any option to purchase, or sells, enters into an agreement to
sell, or grants any right to reprice, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase
or other disposition), or, in accordance with this Section 3(c), is deemed to have issued or sold, any Ordinary Shares, or Ordinary Share
Equivalents (excluding any Exempt Issuance issued or sold or deemed to have been issued or sold) for a consideration per share (the “ New
Issuance Price ”) less than a price equal to the Exercise Price in effect immediately prior to such issue or sale or deemed
issuance or sale (such Exercise Price then in effect is referred to as the “ Applicable Price ”) (the foregoing a “ Dilutive
Issuance ”), then simultaneously with the consummation (or, if earlier, the announcement) of such Dilutive Issuance, the Exercise
Price then in effect shall be reduced to an amount equal to the New Issuance Price, and the number of Warrant Shares issuable upon exercise
of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price payable hereunder, after taking into account
the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price on the Initial Exercise Date. Notwithstanding the
foregoing, no adjustments shall be made, paid or issued under this Section 3(c) in respect of an Exempt Issuance. The Company shall notify
the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Ordinary Shares, or Ordinary Share
Equivalents subject to this Section 3(c), indicating therein the applicable issuance price, or applicable reset price, exchange price,
conversion price and other pricing terms (such notice, the “ Dilutive Issuance Notice ”). For purposes of clarification,
whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(c), upon the occurrence of any Dilutive Issuance,
the Holder is entitled to receive a number of Warrant Shares based upon the New Issuance Price regardless of whether the Holder accurately
refers to the New Issuance Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction, the Company shall
be deemed to have issued Ordinary Share, or Ordinary Share Equivalents at the lowest possible price, conversion price or exercise price
at which such securities may be issued, converted or exercised. “ Variable Rate Transaction ” means a transaction in
which the Company (i) issues or sells any Ordinary Shares, or Ordinary Share Equivalents either (A) at a conversion price, exercise price
or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the Ordinary Shares at
any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject
to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or
contingent events directly or indirectly related to the business of the Company or the market for the Ordinary Shares, other than in
connection with customary anti-dilution adjustments resulting from future stock splits, stock dividends or similar transactions, or (ii)
issues or sells any amortizing convertible security that amortizes prior to its maturity date, whereby it is required to or has the option
to (or the investor in such security has the option to require the Company to) make such amortization payments in Ordinary Shares (whether
or not such payments in stock are subject to certain equity conditions) or (iii) enters into, or effects a transaction under, any agreement,
including, but not limited to, an equity line of credit or “at-the- market” offering, whereby it may sell securities at a
future determined price, regardless of whether shares pursuant to such agreement have actually been issued and regardless of whether
such agreement is subsequently canceled, provided that any issuance of shares upon the exercise of the Warrants will not be deemed a
Variable Rate Transaction.
|
|
i.
Issuance of Options . If the Company in any manner grants, issues or sells (or enters into any agreement to grant, issue or sell)
any Options and the lowest price per share for which one share of Ordinary Shares is at any time issuable upon the exercise of any such
Option or upon conversion, exercise or exchange of any Ordinary Share Equivalents issuable upon exercise of any such Option or otherwise
pursuant to the terms thereof is less than the Applicable Price, then such share of Ordinary Shares shall be deemed to be outstanding
and to have been issued and sold by the Company at the time of the granting, issuance or sale (or the time of execution of such agreement
to grant, issue or sell, as applicable) of such Option for such price per share. For purposes of this Section 3(c)(i), the “lowest
price per share for which one share of Ordinary Shares is at any time issuable upon the exercise of any such Options or upon conversion,
exercise or exchange of any Ordinary Share Equivalents issuable upon exercise of any such Option or otherwise pursuant to the terms thereof”
shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company
with respect to any one share of Ordinary Shares upon the granting, issuance or sale (or pursuant to the agreement to grant, issue or
sell, as applicable) of such Option, upon exercise of such Option and upon conversion, exercise or exchange of any Ordinary Share Equivalent
issuable upon exercise of such Option or otherwise pursuant to the terms thereof and (y) the lowest exercise price set forth in such
Option for which one share of Ordinary Shares is issuable (or may become issuable assuming all possible market conditions) upon the exercise
of any such Options or upon conversion, exercise or exchange of any Ordinary Share Equivalents issuable upon exercise of any such Option
or otherwise pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Option (or any other
Person) upon the granting, issuance or sale (or the agreement to grant, issue or sell, as applicable) such Option, upon exercise of such
Option and upon conversion, exercise or exchange of any Ordinary Share Equivalent issuable upon exercise of such Option or otherwise
pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit conferred on, the holder
of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the
actual issuance of such Ordinary Shares, or of such Ordinary Share Equivalents upon the exercise of such Options or otherwise pursuant
to the terms of or upon the actual issuance of such Ordinary Shares upon conversion, exercise or exchange of such Ordinary Share Equivalents.
ii.
Issuance of Ordinar y Share Equivalents . If the Company in any manner issues or sells (or enters into any agreement to issue
or sell) any Ordinary Share Equivalents and the lowest price per share for which one Ordinary Share is at any time issuable upon the
conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price, then such Ordinary
Shares shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the
time of execution of such agreement to issue or sell, as applicable) of such Ordinary Share Equivalents for such price per share. For
the purposes of this Section 3(c)(ii), the “lowest price per share for which one Ordinary Share is at any time issuable upon the
conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof” shall be equal to (1) the lower of (x) the
sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to one Ordinary Shares upon the
issuance or sale (or pursuant to the agreement to issue or sell, as applicable) of the Ordinary Share Equivalent and upon conversion,
exercise or exchange of such Ordinary Share Equivalent or otherwise pursuant to the terms thereof and (y) the lowest conversion price
set forth in such Ordinary Share Equivalent for which one Ordinary Shares is issuable (or may become issuable assuming all possible market
conditions) upon conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof minus (2) the sum of all amounts
paid or payable to the holder of such Ordinary Share Equivalent (or any other Person) upon the issuance or sale (or the agreement to
issue or sell, as applicable) of such Ordinary Share Equivalent plus the value of any other consideration received or receivable by,
or benefit conferred on, the holder of such Ordinary Share Equivalent (or any other Person). Except as contemplated below, no further
adjustment of the Exercise Price shall be made upon the actual issuance of such Ordinary Shares upon conversion, exercise or exchange
of such Ordinary Share Equivalents or otherwise pursuant to the terms thereof, and if any such issuance or sale of such Ordinary Share
Equivalents is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions
of this Section 3(c), except as contemplated below, no further adjustment of the Exercise Price shall be made by reason of such issuance
or sale.
|
|
iii.
Chan g e in Option Price or Rate of Conversion . If the purchase or exercise price provided for in any Options, the additional
consideration, if any, payable upon the issue, conversion, exercise or exchange of any Ordinary Share Equivalents, or the rate at which
any Ordinary Share Equivalents are convertible into or exercisable or exchangeable for Ordinary Shares increases or decreases at any
time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in Section
3(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would have
been in effect at such time had such Options or Ordinary Share Equivalents provided for such increased or decreased purchase price, additional
consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes
of this Section 3(c)(iii), if the terms of any Option or Ordinary Share Equivalent that was outstanding as of the Initial Exercise Date
are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Ordinary Share Equivalent
and the Ordinary Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date
of such increase or decrease. No adjustment pursuant to this Section 3(c) shall be made if such adjustment would result in an increase
of the Exercise Price then in effect.
iv.
Calculation of Consideration Received. If any Option and/or Ordinary Share Equivalents and/or Adjustment Right is issued in connection
with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “ Primar y
Security ”, and such Option and/or Ordinary Share Equivalents and/or Adjustment Right, the “ Secondar y Securities ”
and together with the Primary Security, each a “ Unit ”), together comprising one integrated transaction, the aggregate
consideration per share of Ordinary Shares with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase
price of such Unit, (y) if such Primary Security is an Option and/or Ordinary Share Equivalent, the lowest price per share for which
one Ordinary Shares is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(c)(i)
or 3(c)(ii) above and (z) the lowest VWAP of the Ordinary Shares on any Trading Day during the five (5) Trading Day period (the “ Ad j ustment
Period ”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, if such public
announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first
Trading Day in such five Trading Day period and if this Warrant is exercised, on any given Exercise Date during any such Adjustment Period,
solely with respect to such portion of this Warrant converted on such applicable Exercise Date, such applicable Adjustment Period shall
be deemed to have ended on, and included, the Trading Day immediately prior to such Exercise Date). If any Ordinary Shares, Options or
Ordinary Share Equivalents are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will
be deemed to be the net amount of consideration received by the Company therefor. If any Ordinary Shares, Options or Ordinary Share Equivalents
are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value
of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration
received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading
Days immediately preceding the date of receipt. If any Ordinary Shares, Options or Ordinary Share Equivalents are issued to the owners
of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor
will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to
such Ordinary Shares, Options or Ordinary Share Equivalents (as the case may be). The fair value of any consideration other than cash
or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement
within ten (10) days after the occurrence of an event requiring valuation (the “ Valuation Event ”), the fair value
of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an
independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and
binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes
of hereof, “ Ad j ustment Right ” means any right granted with respect to any securities issued in connection with,
or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(c) of Ordinary Shares that could
result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including,
without limitation, any cash settlement rights, cash adjustment or other similar rights).
|
|
v.
Record Date . If the Company takes a record of the holders of Ordinary Shares for the purpose of entitling them (A) to receive
a dividend or other distribution payable in Ordinary Shares, Options or in Ordinary Share Equivalents or (B) to subscribe for or purchase
Ordinary Shares, Options or Ordinary Share Equivalents, then such record date will be deemed to be the date of the issuance or sale of
the Ordinary Shares deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution
or the date of the granting of such right of subscription or purchase (as the case may be).
d)
Subsequent Rights Offerings . In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,
issues or sells any Ordinary Share Equivalents or rights to purchase shares, warrants, securities or other property pro rata to all (or
substantially all) of the record holders of any class of Ordinary Shares (the “ Purchase R ig hts ”), then the
Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder
could have acquired if the Holder had held the number of Ordinary Shares acquirable upon complete exercise of this Warrant (without regard
to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date
on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which
the record holders of Ordinary Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that,
to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership
of such Ordinary Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance
for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
e)
Pro Rata Distributions . During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to all (or substantially all) holders of Ordinary Shares, by way of
return of capital or otherwise (including, without limitation, any distribution of cash, shares or other securities, property or options
by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “ Distribution ”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of Ordinary Shares acquirable upon
complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the
date as of which the record holders of Ordinary Shares are to be determined for the participation in such Distribution (p rovided ,
however , that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder
exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent
(or in the beneficial ownership of any Ordinary Shares as a result of such Distribution to such extent) and the portion of such Distribution
shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder
exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completely exercised at the
time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder
has exercised this Warrant.
|
|
f)
Fundamental Transaction . If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or
more related transactions effects any merger or consolidation of the Company with or into another Person , (ii) the Company or any Subsidiary,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender
or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding
Ordinary Shares or 50% or more of the voting power of the ordinary equity of the Company, (iv) the Company, directly or indirectly, in
one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory
share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property,
or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other
business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with
another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding Ordinary Shares or 50%
or more of the voting power of the ordinary equity of the Company (each a “ Fundamental Transaction ”), then, upon any
subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable
upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to
any limitation in Section 2(e) on the exercise of this Warrant), the number of Ordinary Shares of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional consideration (the “ Alternate Consideration ”)
receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for which this Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one Ordinary Share in such Fundamental Transaction,
and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value
of any different components of the Alternate Consideration. If holders of Ordinary Shares are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the
event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable
at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the
public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount
of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation
of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s control, including
not approved by the Company’s Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor
Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value (as defined below) of the unexercised
portion of this Warrant, that is being offered and paid to the holders of Ordinary Shares of the Company in connection with the Fundamental
Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Ordinary
Shares are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction;
provided, further, that if holders of Ordinary Shares of the Company are not offered or paid any consideration in such Fundamental Transaction,
such holders of Ordinary Shares will be deemed to have received common stock or ordinary shares, as applicable, of the Successor Entity
(which Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “ Black Scholes Value ”
means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg,
L.P. (“ Bloombe rg”) determined as of the day of consummation of the applicable contemplated Fundamental Transaction
for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time
between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date, (B) an expected
volatility equal to the greater of (1) 100% and (2) the 100 day volatility as obtained from the HVT function on Bloomberg (determined
utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable contemplated
Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price
per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction
and (ii) the highest VWAP during the period beginning on the Trading Day immediately preceding the public announcement of the applicable
contemplated Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading
Day of the Holder’s request pursuant to this Section 3(e) and (D) a remaining option time equal to the time between the date of
the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date and (E) a zero cost of borrow.
The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration) within
the later of (i) five (5) Business Days after the Holder’s election and (ii) the date of consummation of the Fundamental Transaction.
The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “ Successor
Enti ty”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents
in accordance with the provisions of this Section 3(f) pursuant to written agreements in form and substance reasonably satisfactory to
the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of
the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially
similar in form and substance to this Warrant that is exercisable for a corresponding number of shares of capital stock of such Successor
Entity (or its parent entity) equivalent to the Ordinary Shares acquirable and receivable upon exercise of this Warrant (without regard
to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the
exercise price hereunder to such shares of capital stock (but taking into account the relative value of the Ordinary Shares prior to
such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise
price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental
Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction,
the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation
of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the “Company”
shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor
Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto
and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and
the other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally,
had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this
Section 3(e) regardless of (i) whether the Company has sufficient authorized Ordinary Shares for the issuance of Warrant Shares and/or
(ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date. The Company shall instruct the Transfer Agent in writing
to mail, by first class mail, postage prepaid, to each Holder, written notice of the execution of any such amendment, supplement or agreement
with the Successor Entity. Any supplemented or amended agreement entered into by the successor corporation or transferee shall provide
for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3(f). The
Transfer Agent shall have no duty, responsibility or obligation to determine the correctness of any provisions contained in such agreement
or such notice, including but not limited to any provisions relating either to the kind or amount of securities or other property receivable
upon exercise of warrants or with respect to the method employed and provided therein for any adjustments, and shall be entitled to rely
conclusively for all purposes upon the provisions contained in any such agreement. The provisions of this Section 3(f) shall similarly
apply to successive reclassifications, changes, consolidations, mergers, sales and conveyances of the kind described above
g)
Calculations . All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall
be the sum of the number of Ordinary Shares (excluding treasury shares, if any) issued and outstanding.
|
|
h)
Notice to Holder .
i.
Ad j ustment to Exercise Price . Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the
Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting
adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
ii.
Notice to Allow Exercise b y Holder . If (A) the Company shall declare a dividend (or any other distribution in whatever
form) on the Ordinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares,
(C) the Company shall authorize the granting to all holders of the Ordinary Share rights or warrants to subscribe for or purchase any
shares of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification
of the Ordinary Shares, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer
of all or substantially all of its assets, or any compulsory share exchange whereby the Ordinary Shares are converted into other securities,
cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs
of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall
appear upon the Warrant Register of the Company, at least 10 calendar days prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,
rights or warrants, or if a record is not to be taken, the date as of which the holders of the Ordinary Shares of record to be entitled
to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected
that holders of the Ordinary Shares of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver
such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified
in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding
the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report of
Foreign Private Issuer on Form 6-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date
of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
i)
Voluntary Adjustment By Company . Subject to the rules and regulations of the Trading Market on which the Ordinary Shares is then
listed, the Company may at any time during the term of this Warrant, subject to the prior written consent of the Holder, reduce the then
current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.
Section
4. Transfer of Warrant .
a)
Transferabili ty. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof,
this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part,
upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of
this Warrant substantially in the form attached hereto as Exhibit B duly executed by the Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the
Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination
or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of
this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder
shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which
case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an
assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised
by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
|
|
b)
New Warrants . This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of
the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division
or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of
this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
c)
Warrant Re gi ster . The Company shall register this Warrant, upon records to be maintained by the Company for that purpose
(the “ Warrant Re gi ster ”), in the name of the record Holder hereof from time to time. The Company may deem and
treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to
the Holder, and for all other purposes, absent actual notice to the contrary.
d)
Transfer Restrictions If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer
of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under
applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public
information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or
transferee of this Warrant, provide to the Company an opinion of counsel, the form and substance of which opinion shall be reasonably
satisfactory to the Company to the effect that the transfer of this Warrant does not require registration under the Securities Act.
e)
Representation by the Holder . The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant
and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to
or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities
law, except pursuant to sales registered or exempted under the Securities Act
Section
5. Registration Rights.
| a) | Demand
Registration. |
| (i) | Grant
of Right. Unless all of the Warrant Shares are included in an effective registration statement
with a current prospectus, the Company, upon written demand (a “Demand Notice”)
of the Holder(s) of a majority in interest of the Warrant Shares then outstanding (or issuable
upon exercise of then-outstanding Warrants) (collectively, the “Demanding Holders”),
agrees to register all or any portion of the Warrant Shares that are Registrable Securities
(as defined below) under the Securities Act. The Company will use its best efforts to file
a new registration statement or post-effective amendment to an existing registration statement
with the Commission (a “Demand Registration Statement”) covering such Warrant
Shares within sixty (60) days after receipt of a Demand Notice and to cause such Demand Registration
Statement to be declared effective by the Commission as promptly as practicable thereafter,
subject to review by the Commission; provided, however, that the Company shall not be required
to comply with a Demand Notice if the Company has filed a registration statement pursuant
to which the Holder is entitled to piggyback registration rights under Section 5(b) hereof
and either: (i) the Holder has elected to participate in the offering covered by such registration
statement; or (ii) such registration statement relates to an underwritten primary offering
of securities of the Company and such offering has not yet been consummated or withdrawn,
until thirty (30) days after such offering is consummated. The Demanding Holders shall be
entitled to make a maximum of two (2) Demand Notices, exercisable at any time during the
term of this Warrant. The term of such demand registration rights shall be five (5) years
commencing on the Closing Date (as defined in the Placement Agency Agreement) upon the issuance
of this Warrant, and in no event extend beyond five (5) years, in accordance with FINRA Rule
5110(g)(8)(C). |
|
|
“Registrable
Securities” means the Warrant Shares; provided, however, that securities shall cease to constitute Registrable Securities when:
(A) a registration statement covering such securities has been declared effective and such securities have been disposed of pursuant
to such effective registration statement; (B) such securities are eligible for resale pursuant to Rule 144 promulgated under the Securities
Act without volume or manner-of-sale restrictions and without the requirement for the Company to be in compliance with the current public
information requirements under Rule 144(c)(1); or (C) such securities have ceased to be outstanding.
| (ii) | Terms.
All fees and expenses attendant to each Demand Registration Statement, including all SEC
registration and filing fees, printing and engraving fees, fees and disbursements of counsel
for the Company, blue sky fees and expenses, and all transfer agents’ fees, shall be
borne by the Demanding Holders; provided, however, that in each case the Demanding Holders
shall also pay any underwriting discounts and commissions attributable to the sale of the
Warrant Shares. The Company agrees to use its best efforts to cause each Demand Registration
Statement to become effective promptly and to qualify or register the Warrant Shares in such
states as are reasonably requested by the Demanding Holders; provided, however, that in no
event shall the Company be required to register or qualify the Warrant Shares in a state
in which such registration or qualification would cause: (i) the Company to be obligated
to register or license to do business in such state or to submit to general service of process
in such state; or (ii) the principal shareholders of the Company to be obligated to escrow
their Ordinary Shares of the Company. The Demanding Holders shall only use the prospectuses
provided by the Company to sell the Warrant Shares covered by such Demand Registration Statement,
and shall immediately cease to use any prospectus furnished by the Company if the Company
advises the Demanding Holders that such prospectus may no longer be used due to a material
misstatement or omission. Notwithstanding anything to the contrary in this Section 5(a),
the Demanding Holders shall be entitled to a maximum of two (2) Demand Registration Statements
in the aggregate, and the term of such demand registration rights shall be five (5) years
commencing on the Closing Date (as defined in the Placement Agency Agreement) upon the issuance
of this Warrant, and in no event extend beyond five (5) years, in accordance with FINRA Rule
5110(g)(8)(C). |
| b) | “Piggy-Back”
Registration. |
| (i) | Grant
of Right. Unless all of the Warrant Shares are Registrable Securities included in an effective
registration statement with a current prospectus, for a period of two (2) years commencing
on the Closing Date (as defined in the Placement Agency Agreement), the Holder shall have
the right, exercisable on an unlimited number of occasions, to include all or any portion
of the remaining Warrant Shares as part of any other registration of securities filed by
the Company (other than: (i) a registration relating solely to employee benefit or equity
compensation plans; or (ii) a registration relating to a transaction contemplated by Rule
145 promulgated under the Securities Act. Such piggyback registration rights shall terminate
on the second (2nd) anniversary of the Closing Date in accordance with FINRA Rule 5110(g)(8)(D). |
|
|
| (ii) | Terms.
The Company shall bear all fees and expenses attendant to registering the Warrant Shares
pursuant to Section 5(b)(i), including all SEC registration and filing fees, printing and
engraving fees, fees and disbursements of counsel for the Company, blue sky fees and expenses,
and all transfer agents’ fees; provided, however, that the Holder(s) shall pay any
underwriting discounts and commissions attributable to the sale of the Warrant Shares. In
the event of a proposed registration to which piggyback rights apply, the Company shall furnish
the then Holder(s) of outstanding Warrant Shares with not less than thirty (30) days’
prior written notice of the proposed date of filing of such registration statement. Such
notice obligation shall continue for each registration statement filed by the Company during
the two (2) year period specified in Section 5(b)(i), until such time as all of the Warrant
Shares have been sold or have otherwise ceased to be Registrable Securities. The Holder(s)
shall exercise the piggyback rights provided for herein by giving written notice to the Company
within ten (10) days of receipt of the Company’s notice of its intention to file a
registration statement. There shall be no limit on the number of occasions on which the Holder(s)
may exercise piggyback rights pursuant to this Section 5(b) during the applicable two (2)
year period. |
c)
Registration Maintenance. The Company shall use its reasonable best efforts to maintain the effectiveness of any registration statement
filed pursuant to this Section 5 and to keep the prospectus included therein current until the earliest of: (i) the date on which all
Warrant Shares covered by such registration statement have been disposed of pursuant to such effective registration statement; (ii) the
date on which all such Warrant Shares become eligible for resale pursuant to Rule 144 under the Securities Act without volume or manner-of-sale
restrictions and without the requirement for the Company to be in compliance with the current public information requirements under Rule
144(c)(1); or (iii) the date on which all such Warrant Shares have ceased to be outstanding. During any period when the Company fails
to maintain an effective registration statement or a current prospectus relating thereto and a Holder desires to exercise this Warrant
and, in the opinion of counsel to such Holder, Rule 144 is not available as an exemption from the registration requirements of the Securities
Act for the resale of the Warrant Shares, the Company shall promptly file a registration statement covering the resale of such Warrant
Shares and shall use its reasonable best efforts to have such registration statement declared effective by the Commission within thirty
(30) days after filing.
Section
6. Miscellaneous .
a)
No R ig hts as Shareholder until Exercise; No Settlement in Cash . This Warrant does not entitle the Holder to any voting
rights, dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d) (i), except
as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise”
pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company
be required to net cash settle an exercise of this Warrant.
b)
Loss, Theft, Destruction or Mutilation of Warrant . The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the
Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant
or stock certificate.
c)
Saturda y s, Sundays, Holidays, etc . If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.
d)
Authorized Shares .
The
Company covenants that, during the period the Warrant is outstanding, it will have sufficient authorized and unissued Ordinary Shares
to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants
that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary
Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be
necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of the Trading Market upon which the Ordinary Shares may be listed. The Company covenants that all Warrant Shares
which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented
by this Warrant and payment for such Warrant Shares in accordance herewith and upon registration in the Register of Members of the Company,
be duly authorized, validly issued, fully paid and nonassessable (which means that no further sums are required to be paid by the holders
thereof in connection with the issue thereof) and free from all taxes, liens and charges created by the Company in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
|
|
Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its memorandum and articles of association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may
be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise
immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,
as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before
taking any action that would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from
any public regulatory body or bodies having jurisdiction thereof.
e)
Governin g Law . All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles
of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of
the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers,
shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City
of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City
of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient
venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant,
the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Notwithstanding
the foregoing, nothing in this paragraph shall limit or restrict the federal district court in which a Holder may bring a claim under
the federal securities laws.
f)
Restrictions . The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and
the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g)
Nonwaiver and Expenses . No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. No provision of this Warrant
shall be construed as a waiver by the Holder of any rights which the Holder may have under the federal securities laws and the rules
and regulations of the Commission thereunder. Without limiting any other provision of this Warrant or the Purchase Agreement, if the
Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder,
the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to,
reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant
hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
|
|
h)
Notices . Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without
limitation, any Notice of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight
courier service, addressed to the Company, at 695 Town Center Drive, Suite 1200, Costa Mesa, CA 92626, Attention: Thomas Ma, email address:
tma@real.co, or such other email address or address as the Company may specify for such purposes by notice to the Holders. Any and all
notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by
e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the e-mail address or address of such
Holder appearing on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective
on the earliest of (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth
in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such
notice or communication is delivered via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or
later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by
U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be
given. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company
or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report of Foreign Private Issuer
on Form 6-K.
i)
Limitation of Liabili ty. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of
the Holder for the purchase price of any Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company.
j)
Remedies . The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will
be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to
assert the defense in any action for specific performance that a remedy at law would be adequate.
k)
Successors and Ass ig ns . Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby
shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted
assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant
and shall be enforceable by the Holder or holder of Warrant Shares.
l)
Amendment . This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on
the one hand, and the Holder, on the other hand.
m)
Severabili ty. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining
provisions of this Warrant.
n)
Headin gs. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.
o)
Currenc y. Unless otherwise indicated, all dollar amounts referred to in this Warrant are in United States Dollars (“ U.S.
Dollars ”). All amounts owing under this Warrant shall be paid in U.S. Dollars. All amounts denominated in other currencies
shall be converted in the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “ Exchan g e
Rate ” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Warrant, the U.S. Dollar
exchange rate as published in the Wall Street Journal (NY edition) on the relevant date of calculation.
********************
|
|
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated.
|
REAL
MESSENGER CORPORATION |
|
|
|
By: |
|
|
Name: |
|
|
Its: |
|
|
|
Exhibit
A
NOTICE
OF EXERCISE
TO:
REAL MESSENGER CORPORATION
(1)
The undersigned hereby elects to purchase Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2)
Payment shall take the form of (check applicable box):
☐
in lawful money of the United States; or
☐
if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 2(c).
(3)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
_____________________________
The
Warrant Shares shall be delivered to the following DWAC Account Number:
_____________________________
_____________________________
_____________________________
[SIGNATURE
OF HOLDER]
Name
of Investing Entity:
Signature
of Authorized Signatory of Investing Entity:
Name
of Authorized Signatory:
Title
of Authorized Signatory:
Date:
|
|
Exhibit
B
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase
shares.)
FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
Name: |
|
|
|
(Please
Print) |
|
|
|
|
Address: |
|
|
|
(Please
Print) |
|
|
|
|
Phone
Number: |
|
|
|
|
|
Email
Address: |
|
|
|
|
|
Dated:
______________ |
|
|
|
|
|
Holder’s
Signature: ___________ |
|
|
|
|
|
Holder’s
Address: ___________ |
|
|
|
### EX-5.1 - EX-5.1
EX-5.1
7
ex5-1.htm
EX-5.1
Exhibit
5.1
Real
Messenger Corporation
89
Nexus Way, Camana Bay
Grand
Cayman, KY1-9009
Cayman
Islands
|
|
D
+852 3656 6054
E
nathan.powell@ogier.com
D
+852 3656 6061
E
florence.chan@ogier.com
|
|
|
|
|
|
FYC/ACG/513120.00001 |
26
May 2026
Dear
Sirs
Real
Messenger Corporation (the Company)
We
have acted as Cayman Islands counsel to the Company in connection with the Company’s registration statement on Form F-1, including
all amendments or supplements thereto (the Registration Statement ), as filed with the United States Securities and Exchange Commission
(the Commission ) under the United States Securities Act of 1933, as amended to date (the Act ). The Registration Statement
relates to the offering by the Company (the Offering ) on a “best-efforts” basis of:
(a) | up
to 6,802,721 units of the Company (the Units , each an Unit ), where each Unit
consists of one (1) class A ordinary share of a par value of US$0.0001 each of the Company
(the Class A Ordinary Share ) or one (1) pre-funded warrant of the Company to purchase
one (1) Class A Ordinary Share (each, a Pre-Funded Warrant , and collectively, the
Pre-Funded Warrants ), and one (1) common warrant of the Company entitling the holder
to purchase one (1) Class A Ordinary Share exercisable pursuant to its terms (each, a Common
Warrant , and collectively, the Common Warrants ); |
| |
(b) | up
to 204,081 placement agent warrants of the Company entitling the holder to purchase one (1)
Class A Ordinary Share exercisable pursuant to its terms (the Placement Agent Warrants ,
each a Placement Agent Warrant ); |
| |
(c) | up
to 6,802,721 Class A Ordinary Shares underlying the Pre-Funded Warrants; |
| |
(d) | up
to 6,802,721 Class A Ordinary Shares underlying the Common Warrants; and |
| |
(e) | up
to 204,081 Class A Ordinary Shares underlying the Placement Agent Warrants. |
The
Pre-Funded Warrants, the Common Warrants and the Placement Agent Warrants are collectively referred to as the Warrants .
Ogier
Providing
advice on British Virgin Islands, Cayman Islands and Guernsey laws
Floor
11 Central Tower
28
Queen’s Road Central
Central
Hong
Kong
T
+852 3656 6000
F
+852 3656 6001
ogier.com
|
Partners
Nicholas
Plowman
Nathan
Powell
Anthony
Oakes
Oliver
Payne
Kate
Hodson
David
Nelson
Joanne
Collett
Dennis
Li
Cecilia
Li
|
Yuki
Yan
David
Lin
Alan
Wong
Janice
Chu
Zhao
Rong Ooi
Rachel
Huang**
Florence
Chan* ‡
Richard
Bennett** ‡
James
Bergstrom ‡
|
*
admitted in New Zealand
**
admitted in England and Wales
‡
not ordinarily resident in Hong Kong
|
|
Page 2 of 6 |
The Units (including the Class A Ordinary Shares,
the Pre-Funded Warrants and the Common Warrants comprised therein), the Placement Agent Warrants and the underlying Class A Ordinary Shares
issuable upon the exercise of the relevant Warrants are collectively referred to as the Offering Securities .
We are furnishing this opinion as Exhibit 5.1 and
Exhibit 23.2 to the Registration Statement.
Unless
a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Documents.
1 | Documents
examined |
For
the purposes of giving this opinion, we have examined originals, copies, or drafts of the following documents (the Documents ):
| (a) | the
certificate of incorporation of the Company dated 27 June 2023 issued by the Registrar of
Companies of the Cayman Islands (the Registrar ); |
| | |
| (b) | the
second amended and restated memorandum and articles of association of the Company as adopted
by special resolutions of the Company passed on 5 May 2026 (the Memorandum and Articles ); |
| | |
| (c) | the
certificate of good standing dated 19 May 2026 (the Good Standing Certificate ) issued
by the Registrar in respect of the Company; |
| | |
| (d) | the
register of directors and officers of the Company dated 27 February 2026 (the ROD ); |
| | |
| (e) | the
listed shareholder list of the Company as provided to us on 15 May 2026 (the ROM ,
and together with the ROD, the Registers ); |
| | |
| (f) | a
specimen certificate for Class A Ordinary Shares to be issued by the Company as exhibited
to the Registration Statement; |
| | |
| (g) | a
draft form of the Common Warrant to be issued by the Company as exhibited to the Registration
Statement; |
| | |
| (h) | a
draft form of the Placement Agent Warrant to be issued by the Company as exhibited to the
Registration Statement; |
| | |
| (i) | a
draft form of the Pre-Funded Warrant to be issued by the Company as exhibited to the Registration
Statement; |
| | |
| (j) | a
draft form of the securities purchase agreement to be entered into between the Company and
each investor in connection with the Offering as exhibited to the Registration Statement
(the Securities Purchase Agreement ); |
| | |
| (k) | a
draft form of the placement agency agreement to be entered between the Company and Maxim
Group LLC (the Placement Agency Agreement ) as exhibited to the Registration Statement; |
| | |
| (l) | the
certificate from a director of the Company dated 26 May 2026 (the Director’s
Certificate ); |
|
Page 3 of 6 |
| (m) | the
written resolutions of the directors of the Company dated 19 May 2026 approving, among other
things, the Company’s filing of the Registration Statement and issuance of the Offering
Securities (the Board Resolutions ); and |
| | |
| (n) | the
Registration Statement. |
The
form of the Pre-Funded Warrant, the Common Warrant and the Placement Agent Warrant, together with the Securities Purchase Agreement and
the Placement Agency Agreement shall be collectively referred to as the Documents .
2 | Assumptions |
In
giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation
or verification in respect of those assumptions:
| (a) | all
original documents examined by us are authentic and complete; |
| | |
| (b) | all
copy documents examined by us (whether in facsimile, electronic or other form) conform to
the originals and those originals are authentic and complete; |
| | |
| (c) | all
signatures, seals, dates, stamps and markings (whether on original or copy documents) are
genuine; |
| | |
| (d) | each
of the Good Standing Certificate, the Registers and the Director’s Certificate is accurate
and complete as at the date of this opinion; |
| | |
| (e) | the
Memorandum and Articles provided to us are in full force and effect and have not been amended,
varied, supplemented or revoked in any respect; |
| | |
| (f) | all
copies of the Registration Statement are true and correct copies and the Registration Statement
conform in every material respect to the latest drafts of the same produced to us and, where
the Registration Statement has been provided to us in successive drafts marked-up to indicate
changes to such documents, all such changes have been so indicated; |
| | |
| (g) | the
Board Resolutions remains in full force and effect and have not been, and will not be, rescinded
or amended, and each of the directors of the Company has acted in good faith with a view
to the best interests of the Company and has exercised the standard of care, diligence and
skill that is required of him or her in approving the Offering and the transactions set out
in the Board Resolutions and no director has a financial interest in or other relationship
to a party of the transactions contemplated by the Offering and the Board Resolutions which
has not been properly disclosed in the Board Resolutions; |
| | |
| (h) | neither
the directors and shareholders of the Company have taken or will take any steps to wind up
the Company or to appoint a liquidator or restructuring officer of the Company, and no receiver
has been or will be appointed over any of the Company’s property or assets; |
| | |
| (i) | the
Company will issue the Offering Securities in furtherance of its objects as set out in its
Memorandum; |
|
Page 4 of 6 |
| (j) | the
Company will have sufficient authorised but unissued share capital to effect the issue of
any of the Class A Ordinary Shares, including the Underlying Shares, at the time of issuance,
whether as a principal issue or on the conversion, exchange or exercise of any Offering Securities; |
| | |
| (k) | each
party (other than the Company) has capacity, power and authority to enter into and perform
their obligations under all Documents entered into by such parties in connection with the
issuance of the Offering Securities, and the due execution and delivery thereof by each party
thereto; |
| | |
| (l) | the
Company will duly execute and delivery the Documents in the draft form as exhibited in the
Registration Statement in accordance with the Board Resolutions; |
| | |
| (m) | the
Documents are, or will be, legal, valid, binding and enforceable against all relevant parties
in accordance with their terms under the laws of the State of New York and all other relevant
laws(the Relevant Law ) (other than, with respect to the Company, the laws of the Cayman
Islands); |
| | |
| (n) | the
choice of the Relevant Law as the governing law of the Documents has been made in good faith
and would be regarded as a valid and binding selection which will be upheld by the courts
of the State of New York and any other relevant jurisdiction (other than the Cayman Islands)
as a matter of the Relevant Law and all other relevant laws (other than the laws of the Cayman
Islands); |
| | |
| (o) | no
invitation has been or will be made by or on behalf of the Company to the public in the Cayman
Islands to subscribe for any Unit and none of the Unit (nor the Class A Ordinary Shares underlying
such securities) have been offered or issued to residents of the Cayman Islands; |
| | |
| (p) | no
monies paid to or for the account of any party under the Documents or in connection with
any Offering Securities issuable under the Documents or any property received or disposed
of by any party to the Documents or in connection with the Offering Securities issuable under
the Documents, or the consummation of the transactions contemplated thereby represent or
will represent proceeds of criminal conduct or criminal property or terrorist property (as
defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised), respectively); |
| | |
| (q) | upon
the issue of any Class A Ordinary Shares, whether as a principal issue or on the conversion,
exchange or exercise of the Offering Securities in connection with the Offering, the Company
will receive consideration for the full issue price which shall be equal to at least the
par value thereof; |
| | |
| (r) | the
Company is, and after the issuance (where applicable) of the Offering Securities, able to
pay its liabilities as they fall due; and |
| | |
| (s) | there
is no provision of the law of any jurisdiction, other than the Cayman Islands, which would
have any implication in relation to the opinions expressed herein. |
|
Page 5 of 6 |
3 | Opinions |
On
the basis of the examinations and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph
4 below, we are of the opinion that:
Corporate
status
| (a) | The
Company has been duly incorporated as an exempted company with limited liability and is validly
existing and in good standing with the Registrar under the laws of the Cayman Islands. |
Authorised
Share capital
| (b) | The
authorised share capital of the Company is US$50,000 divided into 488,000,000 class A ordinary
shares of a par value of USD0.0001 each and 12,000,000 class B ordinary shares of a par value
of USD0.0001 each. |
Issuance
of Class A Ordinary Shares
| (c) | The
Class A Ordinary Shares included in the Units to be offered and issued by the Company as
contemplated by the Registration Statement have been duly authorised for issue and when: |
| (i) | issued
by the Company against payment in full of the consideration thereof in accordance with the
terms set out in the Registration Statement, the terms set out in the applicable definitive
Documents and the Company’s then effective memorandum and articles of association;
and |
| (ii) | such
issuance of Class A Ordinary Shares have been duly registered in the Company’s register
of members as fully paid shares, and the payment of the consideration specified therein (being
not less than the par value of the Class A Ordinary Shares) has been made in full, |
will
be validly issued, fully paid and non-assessable.
| (d) | The
underlying Class A Ordinary Shares issuable pursuant to the Warrants (the Underlying Shares ),
when the relevant Warrants are exercisable under the terms of the applicable definitive Documents
approved by the Board as referred to within the Registration Statement have been duly authorised
for reservation and issue, and when: |
| (i) | issued
by the Company upon due exercise of the relevant Warrants in accordance with the terms of
the applicable definitive Documents and the Company’s then effective memorandum and
articles of association; and |
| (ii) | such
issuance of Underlying Shares have been duly registered in the Company’s register of
members as fully paid shares, and the payment of the consideration specified therein (being
not less than the par value of the Underlying Shares) has been made in full, |
will
be, subject to payment of the exercise price therefor under the terms of the applicable agreement, validly issued, fully paid and non-assessable.
|
Page 6 of 6 |
4 | Limitations
and Qualifications |
4.1 | We
offer no opinion: |
| (a) | as
to any laws other than the laws of the Cayman Islands, and we have not, for the purposes
of this opinion, made any investigation of the laws of any other jurisdiction, and we express
no opinion as to the meaning, validity, or effect of references in the Documents and the
Registration Statement to statutes, rules, regulations, codes or judicial authority of any
jurisdiction other than the Cayman Islands; |
| (b) | except
to the extent that this opinion expressly provides otherwise, as to the commercial terms
of, or the validity, enforceability or effect of the Documents and the Registration Statement,
the accuracy of representations, the fulfilment of warranties or conditions, the occurrence
of events of default or terminating events or the existence of any conflicts or inconsistencies
among the Documents and the Registration Statement and any other agreements into which the
Company may have entered or any other documents; or |
| (c) | as
to whether the acceptance, execution or performance of the Company’s obligations under
the Documents or the applicable definitive agreement will result in the breach of or infringe
any other agreement, deed or document (other than the Memorandum and Articles) entered into
by or binding on the Company. |
4.2 | Under
the Companies Act (Revised) (the Companies Act ) of the Cayman Islands annual returns
in respect of the Company must be filed with the Registrar, together with payment of annual
filing fees. A failure to file annual returns and pay annual filing fees may result in the
Company being struck off the Register of Companies, following which its assets will vest
in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention
for the benefit of the public of the Cayman Islands. |
4.3 | In
good standing means only that as of the date of this opinion the Company is up-to-date
with the filing of its annual returns and payment of annual fees with the Registrar. We have
made no enquiries into the Company’s good standing with respect to any filings or payment
of fees, or both, that it may be required to make under the laws of the Cayman Islands other
than the Companies Act. |
5 | Governing
law of this opinion |
5.1 | This
opinion is: |
| (a) | governed
by, and shall be construed in accordance with, the laws of the Cayman Islands; |
| (b) | limited
to the matters expressly stated in it; and |
| (c) | confined
to, and given on the basis of, the laws and practice in the Cayman Islands at the date of
this opinion. |
5.2 | Unless
otherwise indicated, a reference to any specific Cayman Islands legislation is a reference
to that legislation as amended to, and as in force at, the date of this opinion. |
6 | Reliance |
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the headings
“ Enforceability of Civil Liabilities ” and “ Legal Matters ” of the Registration Statement. In giving
such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S.
Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
This
opinion may be used only in connection with the offer and sale of the Offering Securities while the Registration Statement is effective.
Yours
faithfully | |
| |
/s/
Ogier | |
| |
Ogier | |
|
### EX-5.2 - EX-5.2
EX-5.2
8
ex5-2.htm
EX-5.2
Exhibit
5.2
|
Loeb
& Loeb LLP
2206-19
Jardine House
1 Connaught Place Central
Hong Kong
Tel +852.3923.1111
Fax +852.3923.1100
Email HongKong@loeb.com
|
樂博律師事務所有限法律責任合夥
香港中環康樂廣場1號
怡和大廈2206-19室
電話
+852.3923.1111
傳真
+852.3923.1100
電郵
HongKong@loeb.com
|
May
26, 2026
Real
Messenger Corporation
695
Town Centre Drive, Suite 1200
Costa
Mesa, CA 92626
Re: | Real
Messenger Corporation |
Ladies
and Gentlemen:
We
have acted as special U.S. counsel to Real Messenger Corporation, a company established under the laws of the Cayman Islands (the “ Company ”),
in connection with the registration statement on Form F-1, as amended, publicly filed by the Company with the U.S. Securities and Exchange
Commission (the “ SEC ”) under the Securities Act of 1933, as amended (the “ Securities Act ”) on May
26, 2026 (as amended, the “ Registration Statement ”), including a related prospectus filed with the Registration
Statement (the “ Prospectus ”). The Registration Statement relates to the issuance and sale of up to 6,802,721
units (the “ Units ”), each consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each,
a “ Class A Ordinary Share ”), or at the option of such purchaser, one pre-funded warrant to purchase one Class A Ordinary
Share (each, a “ Pre-Funded Warrant ”) in lieu thereof, and one warrant (each, a Common Warrant ”) to purchase
one Class A Ordinary Share or a Pre-Funded Warrant. The Registration Statement also relates to the issuance by the Company of warrants
issuable to the placement agent or its designees to purchase up to 204,081 Class A Ordinary Shares (the “ Placement Agent
Warrants ” and together with the Units, the “ Warrants ”) and an aggregate of up to 7,006,802 Class
A Ordinary Shares issuable upon exercise of the Warrants.
As
special U.S. counsel to the Company in connection with the proposed potential issuance and sale of the above-referenced securities, we
have reviewed the Registration Statement, Prospectus and the respective exhibits thereto. We have also reviewed such certificates of
officers of the Company and such other matters as we have deemed necessary or appropriate for purposes of this opinion. In our examination,
we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals
of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties
contained in the instruments, documents, certificates and records we have reviewed; and (iv) all assumptions set forth in a separate
opinion delivered to the Company on the date hereof by Ogier, special Cayman Islands counsel to the Company, including that the execution,
delivery and performance by the Company of its obligations under the Warrants have been duly authorized by all necessary corporate action
on the part of the Company.
Principal
Robert CALDWELL Roy CHOI Michael FUNG Lewis HO Jeffrey KUNG Lynia LAU Shirley LAU Wallace LAU Alfred LEE Polly LIU Terence WONG
A
Hong Kong firm of solicitors.
Los
Angeles New York Chicago Nashville Washington, DC San Francisco Tysons Beijing Hong Kong www.loeb.com
For
the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability
partnership.
|
|
|
Page 2 |
Based
upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion
that the Warrants, when duly issued and sold as set forth in the Registration Statement and Prospectus for the consideration described
therein, will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
The
opinions expressed above are subject to the following additional exceptions, qualifications, limitations and assumptions:
| (i) | Our
opinion expressed herein is limited to the federal laws of the United States and the laws
of the State of New York. The opinions expressed herein are based upon the federal laws of
the United States and the laws of the State of New York in effect on the date hereof and
as of the effective date of the Registration Statement. We assume no obligation to revise
or supplement this opinion in the event of future changes in such laws or the interpretations
thereof or such facts. |
| (ii) | The
opinion above is subject to (a) the effect of any bankruptcy, insolvency, reorganization,
moratorium, arrangement or similar laws affecting the rights and remedies of creditors’
generally, including without limitation the effect of statutory or other laws regarding fraudulent
transfers or preferential transfers, and (b) general principles of equity, including without
limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance, liquidated damages, injunctive relief or other equitable
remedies regardless of whether enforceability is considered in a proceeding in equity or
at law. |
We
consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under
the caption “Legal Matters” in the Registration Statement and the Prospectus that forms a part thereof. In giving these consents,
we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or
the Rules and Regulations of the SEC.
Very
truly yours,
/s/
Loeb & Loeb LLP
Loeb
& Loeb LLP
|
### EX-10.4 - EX-10.4
EX-10.4
9
ex10-4.htm
EX-10.4
Exhibit
10.4
SECURITIES
PURCHASE AGREEMENT
This
Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2026, between Real Messenger Corporation, a Cayman
Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its
successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to (i) an effective registration statement under the Securities
Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires
to purchase from the Company, securities of the Company as more fully described in this Agreement.
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt
and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:
ARTICLE
I
DEFINITIONS
1.1
Definitions . In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms
have the meanings set forth in this Section 1.1:
“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.5.
“Action”
shall have the meaning ascribed to such term in Section 3.1(j).
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 405 under the Securities Act.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or
required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required
by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any
other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so
long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally
open for use by customers on such day.
“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.
“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the second (2nd) Trading
Day following the date hereof.
“Commission”
means the United States Securities and Exchange Commission.
“Company
Counsel” means Loeb & Loeb LLP, with offices located at 345 Park Avenue, New York, NY 10154.
“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.
|
“Disclosure
Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before
midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof,
unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight (New
York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof,
unless otherwise instructed as to an earlier time by the Placement Agent.
“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(s).
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Exempt
Issuance” means the issuance of (a) Ordinary Shares or options to employees, officers or directors of the Company pursuant to any
stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority
of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, provided,
however, such issuance shall not exceed ten percent (10%) of the Ordinary Shares issued and outstanding as of the date hereof, (b) Ordinary
Shares issuable upon the exercise of the Warrants, and Pre-Funded Warrants securities upon the exercise or exchange of or conversion
of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into Ordinary Shares issued
and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to
increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other
than in connection with stock splits or combinations) or to extend the term of such securities and (c) securities issued pursuant to
acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities
are issued as “restricted securities” (as defined in Rule 144), and provided that any such issuance shall only be to a Person
(or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a
business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment
of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital
or to an entity whose primary business is investing in securities.
“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.
“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).
“HTFL”
means Hunter Taubman Fischer & Li LLC with offices at 950 Third Avenue, 19 th Floor, New York, NY 10022
“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(aa).
“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).
“Legend
Removal Date” shall have the meaning ascribed to such term in Section 4.1(c).
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Lock-Up
Agreements” means the written agreement, in the form of Exhibit B attached hereto, addressed to the Placement Agent by each of
the Company’s directors and officer and beneficial holders of 5% or more of the Company’s Ordinary Shares.
“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).
“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(n).
|
“Ordinary
Shares” means the Class A Ordinary Shares of the Company, par value US$0.0001 per share, and any other class of securities into
which such securities may hereafter be reclassified or changed.
“Ordinary
Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at
any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.
“Per
Share Purchase Price” equals US$[●], subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Ordinary Shares that occur after the date of this Agreement.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Placement
Agent” means Maxim Group LLC.
“Placement
Agency Agreement” means the Placement Agency Agreement dated as of [●], 2026 by and between the Company and the Placement
Agent.
“Pre-funded
Warrants” means, collectively, the Pre-Funded Ordinary Shares purchase warrants delivered to one or more of the Purchasers at the
Closing in accordance with Section 2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately and will expire when exercised
in full.
“Pre-Funded
Warrant Shares” means the Ordinary Shares exercisable upon the exercise of the Pre-Funded Warrants.
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.
“Prospectus”
means the final prospectus filed for the Registration Statement.
“Prospectus
Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the Commission
and delivered by the Company to each Purchaser at the Closing.
“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.8.
“Registration
Statement” means the effective registration statement on Form F-1 with Commission (file No. 333-[●]) which registers the
sale of the Shares to the Purchasers
“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).
“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from
time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from
time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(h).
“Securities”
means, collectively, the Shares, the Warrants, the Warrant Shares and the Pre-Funded Warrant Shares.
|
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Shares”
means the Ordinary Shares, issued and issuable to each Purchaser and Warrant Shares issuable upon exercise of the Warrants and certain
Pre-funded Warrants issued to such Purchaser, as applicable, pursuant to this Agreement.
“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed
to include locating and/or borrowing Ordinary Shares).
“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares, Warrants and Pre-Funded Warrants purchased hereunder
as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,”
in United States dollars and in immediately available funds.
“Subsidiary”
means any subsidiary or variable interest entity of the Company and shall, where applicable, also include any direct or indirect subsidiary
or variable interest entity of the Company formed or acquired after the date hereof.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on the date
in question: the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; the New York Stock
Exchange(or any successors to any of the foregoing).
“Transaction
Documents” means this Agreement, the Warrants, the Pre-Funded Warrants, the Placement Agency Agreement all exhibits and schedules
thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.
“Transfer
Agent” means Equiniti Trust Company, LLC,, the current transfer agent of the Company, with a mailing address of 6201 15 th
Avenue, Brooklyn, NY11219,, and any successor transfer agent of the Company.
“Variable
Rate Transaction” shall have the meaning ascribed to such term in Section 4.12(b).
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed
or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for such date (or the nearest preceding
date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); (b) if OTCQB or OTCQX is not a Trading Market, the volume
weighted average price of the Ordinary Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable; (c) if the
Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on
the Pink Sheet Open Market published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting
prices), the most recent bid price per Ordinary Share so reported; or (d) in all other cases, the fair market value of one Ordinary Share
as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding
and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“Warrants”
means, the Ordinary Share purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which
Warrants shall be exercisable immediately at an exercise price of $[●] per Ordinary Share and have a term of exercise equal to
five (5) years from the issuance date in the form of Exhibit A attached hereto.
“Warrant
Shares” means the Ordinary Shares issuable upon exercise of the Warrants.
|
ARTICLE
II
PURCHASE
AND SALE
2.1
Closing . On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the
Purchasers, severally and not jointly, agree to purchase, up to an aggregate of US $[●] of Shares, Warrants and Pre-Funded Warrants.
Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available
for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company shall instruct
the Transfer Agent to deliver to each Purchaser its respective Shares as determined pursuant to Section 2.2(a), the Company shall deliver
to each Purchaser its respective Warrants and Pre-Funded Warrants and the Company and each Purchaser shall deliver the other items set
forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3,
the Closing shall occur at the offices of HTFL or such other location as the parties shall mutually agree. Unless otherwise directed
by the Placement Agent, settlement of the Shares shall occur via DVP (i.e. on the Closing Date, the Company shall issue the Shares registered
in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified
by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable
Purchaser, the Company shall deliver to each Purchaser its respective Warrants and Pre-Funded Warrants, and payment therefor shall be
made by the Placement Agent (or its clearing firm) by wire transfer to the Company. Notwithstanding anything to the contrary hereunder,
to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates,
and any Person acting as a group together with such purchaser or any of such Holder’s Affiliates) would beneficially own in excess
of 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of the Securities on the Closing
Date (“Beneficial Ownership Maximum”), or as such Purchaser may otherwise choose, in lieu of Shares, to purchase Pre-Funded
Warrants in such manner to result in the full Subscription Amount being paid by such Purchaser to the Company. In each case, the election
to receive Pre-Funded Warrants is solely at the option of the Purchaser.
2.2
Deliveries .
(a)
On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser and the Placement Agent the following.
Other than with respect to item 2.2 (a)(v) below, these deliverables shall be reasonably acceptable to each Purchaser:
(i)
this Agreement duly executed by the Company;
(ii)
legal opinions of (w) Company Counsel with respect to U.S. laws and securities matters (including, without limitation, a negative assurance
letter or statement); and (x) Ogier with respect to Cayman Islands laws, in each case addressed to the Placement Agent and each of the
Purchasers, in a form satisfactory to HTFL, the Placement Agent and the Purchasers;
(iii)
a cold comfort letter, addressed to the Placement Agent in form and substance reasonably satisfactory in all material respects from Marcum
Asia CPAs LLP;
(iv)
a duly executed and delivered Officers’ Certificate and Secretary’s Certificate, each in customary form and reasonably satisfactory
to HTFL and the Placement Agent;
(v)
subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent
to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares
equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;
(vi)
executed Lock-Up Agreements;
(vii)
a Warrant registered in the name of such Purchaser to purchase up to a number of Ordinary Shares equal to 100% of such Purchaser’s
Shares, with an exercise price equal to US$[●] per Ordinary Share, subject to adjustment therein; and
|
(viii)
a Pre-Funded Warrant registered in the name of such Purchase to purchase up to a number of Ordinary Shares equal to such Purchaser’s
Subscription Amount divided by the Per Pre-Funded Warrant Purchase Price with an exercise price of US$0.0001 per share, subject to adjustment
therein.
(ix)
the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).
(b)
On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i)
this Agreement duly executed by such Purchaser; and
(ii)
such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the
Company or its designee.
2.3
Closing Conditions
(a)
The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i)
the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a
specific date therein in which case they shall be accurate as of such date);
(ii)
all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been
performed; and
(iii)
the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.
(b)
The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i)
the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless
as of a specific date therein in which case they shall be accurate as of such date);
(ii)
all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii)
the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv)
there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
(v)
from the date hereof to the Closing Date, trading in the Ordinary Shares shall not have been suspended by the Commission or the Company’s
principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall
not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such
service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities
nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such
magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of
such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.
|
2.4
Sales During Pre-Settlement Period . Notwithstanding anything herein to the contrary, if at any time on or after the time of execution
of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement
Period”), such Purchaser sells (excluding “short sales” as defined in Rule 200 of Regulation SHO) to any Person all,
or any portion, of any Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”),
such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to
be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such
Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior
to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby
acknowledges and agrees that the foregoing shall not constitute a representation or covenant by such Purchaser as to whether or not during
the Pre-Settlement Period such Purchaser shall sell any Shares to any Person and that any such decision to sell any Shares by such Purchaser
shall be made, in the sole discretion of such Purchaser, at the time such Purchaser elects to effect any such sale, if any.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES
3.1
Representations and Warranties of the Company . Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall
be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the
corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:
(a)
Subsidiaries . All of the direct and indirect Subsidiaries of the Company and their respective jurisdictions of incorporation are
set forth in the SEC Reports. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary
free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and
are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.
(b)
Organization and Qualification . The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any
Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or
other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good
standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned
by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could
not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction
Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise)
of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in
any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse
Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke,
limit or curtail such power and authority or qualification.
(c)
Authorization; Enforcement . The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of
the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no
further action is required by the Company, the Board of Directors or the Company’s shareholders in connection herewith or therewith
other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which the Company is a party
has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof,
will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except
(i) as limited by general equitable principles and applicable bankruptcy, insolvency, liquidation, possessory liens, rights of set off,
merger, consolidation, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights
generally as well as applicable international sanctions, (ii) as limited by laws relating to the statutory limitation of the time within
which proceedings may be brought or availability of specific performance, injunctive relief or other equitable remedies, (iii) insofar
as indemnification and contribution provisions may be limited by applicable law and (iv) that such obligations (a) may not be given effect
to by a Cayman Islands court if and to the extent they constitute the payment of an amount which is in the nature of a penalty and (b)
may not be given effect by a Cayman Islands court to the extent that they are to be performed in a jurisdiction outside the Cayman Islands
and such performance would be illegal under the laws of that jurisdiction.
|
(d)
No Conflicts . The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to
which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby
do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles
of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or
assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or
without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary
debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the
Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of
any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the
Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of
the Company or a Subsidiary is bound or affected; except in the case of clause (ii), such as could not have or reasonably be expected
to result in a Material Adverse Effect.
(e)
Filings, Consents and Approvals . The Company is not required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings
required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement (iii) application(s)
to each applicable Trading Market for the listing of the Shares and Warrant Shares for trading thereon in the time and manner required
thereby and (iv) the filing of Form D with the Commission and such filings as are required to be made under applicable state securities
laws (collectively, the “Required Approvals”).
(f)
Issuance of the Securities; Registration . The Securities are duly authorized and, when issued and paid for in accordance with
the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed
by the Company. The Warrant Shares and the Ordinary Shares represented by the Warrant Shares, when issued in accordance with the respective
terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The
Company has reserved from its duly authorized capital stock the maximum number of Ordinary Shares issuable pursuant to this Agreement
and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities
Act, which became effective on [●], 2026 (the “Effective Date”), including the Prospectus, and such amendments and
supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities
Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of
the Prospectus or the Prospectus Supplement has been issued by the Commission and no proceedings for that purpose have been instituted
or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission,
shall file the Prospectus and the Prospectus Supplement with the Commission pursuant to Rule 424(b). At the time the Registration Statement
and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any
amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will
not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading; and the Prospectus, the Prospectus Supplement and any amendments or supplements thereto,
at the time the Prospectus, the Prospectus Supplement or any amendment or supplement thereto was issued and at the Closing Date, conformed
and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The Company is a “foreign private issuer” as defined in Rule 405 of Regulation
C under the Securities Act and Rule 3b-4 under the Exchange Act.
|
(g)
Capitalization . The capitalization of the Company as of the date hereof is as set forth Prospectus. The number of Ordinary Shares
owned beneficially, and of record, by Affiliates of the Company as of the date hereof is set forth in the Prospectus. Except as set forth
in the Registration Statement, the Prospectus and the Prospectus Supplement, the Company has not issued any Ordinary Shares or other
shares of capital stock since the filing of its most recently filed periodic report under the Exchange Act, other than pursuant to the
exercise of employee stock options under the Company’s stock option plans, the issuance of Ordinary Shares to employees pursuant
to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding
as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive
right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except
as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving
any Person any right to subscribe for or acquire, any Ordinary Shares or the capital stock of any Subsidiary, or contracts, commitments,
understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Ordinary Shares or Ordinary
Share Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary
to issue Ordinary Shares or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of
Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. Except as set forth on Schedule
3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions,
and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound
to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock”
plans or agreements or any similar plan or agreement. All of the outstanding Ordinary Shares and any other shares of capital stock of
the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state
securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe
for or purchase securities. No further approval or authorization of any shareholder, the Board of Directors or others is required for
the issuance and sale of the Securities. There are no shareholders agreements, voting agreements or other similar agreements with respect
to the Company’s Ordinary Shares or other shares of capital stock to which the Company is a party or, to the knowledge of the Company,
between or among any of the Company’s shareholders.
(h)
SEC Reports; Financial Statements . The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the
two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the
foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and
the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received
a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their
respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act,
as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading. Additionally, any further documents so filed and incorporated by reference in the Prospectus and Prospectus
Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange
Act and the applicable rules and regulations, as applicable, and will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in light of the circumstances under which they were made not misleading.
No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent,
individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission.
The Company has not been an issuer subject to Rule 144(i) under the Securities Act. As of their respective dates, the financial statements
of the Company included in the SEC Reports the Registration Statement and the Prospectus complied in all material respects with applicable
accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such
financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent
basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes
thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material
respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations
and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
The agreements and documents described in the Registration Statement, the Prospectus, the Prospectus Supplement, and the SEC Reports
conform in all material aspects to the descriptions thereof contained therein and there are no agreements or other documents required
by the Securities Act and the rules and regulations thereunder to be described in the Registration Statement, the Prospectus, the Prospectus
Supplement, or the SEC Reports or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described
or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or
may be bound or affected and (i) that is referred to in the Registration Statement, the Prospectus, the Prospectus Supplement, or the
SEC Reports, or (ii) is material to the Company’s business (each, a “Material Agreement”), has been duly authorized
and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and,
to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited
by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification
or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance
and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before
which any proceeding therefore may be brought. No Material Agreement has been assigned by the Company, and neither the Company nor, to
the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge,
no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder that has had
or that could reasonably be expected to result in a Material Adverse Effect. To the best of the Company’s knowledge, performance
by the Company of the material provisions of the Material Agreements will not result in a violation of any existing applicable law, rule,
regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company
or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations. The other financial
and statistical information included in the SEC Reports, the Registration Statement and the Prospectus present fairly, in all material
respects, the information included therein and have been prepared on a basis consistent with that of the financial statements that are
included in the SEC Reports the Registration Statement and the Prospectus and the books and records of the respective entities presented
therein.
|
(i)
Material Changes; Undisclosed Events, Liabilities or Developments . Since the date of the latest audited financial statements included
within the SEC Reports, the Registration Statement, the Prospectus and the Prospectus Supplement, (i) there has been no event, occurrence
or development, including changes generally affecting the Company’s or Subsidiaries’ industries, that has had or that could
reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise)
other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B)
liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with
the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or
distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares
of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant
to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment
of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event,
liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect
to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that
would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made
that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made. Other than as set forth
in the SEC Reports, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for
borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect of its capital stock.
(j)
Litigation . Except as set forth in the Registration Statement, the Prospectus and on Schedule 3.1(j), there has not been, and
to the knowledge of the Company, there is not pending or contemplated, any action, suit, inquiry, notice of violation, proceeding or
investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their
respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state,
county, local or foreign) (collectively, an “Action”). None of the Actions set forth on Schedule 3.1(j), the Registration
Statement, the Prospectus and the Prospectus Supplement adversely affects or challenges the legality, validity or enforceability of any
of the Transaction Documents or the Securities, (ii) could, if there were an unfavorable decision, have or reasonably be expected to
result in a Material Adverse Effect or (iii) are not expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary,
nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal
or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not
pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the
Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed
by the Company or any Subsidiary under the Exchange Act or the Securities Act.
(k)
Labor Relations . The Company and each of its Subsidiaries is, and has been, in material compliance with all applicable laws respecting
labor, employment and employment practices, terms and conditions of employment, wages and hours, including the classification of independent
contractors and has not received any notice from any governmental authority disputing such classification Except as set forth in the
SEC Reports, no labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,
which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees
is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company
nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their
relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary,
is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary
information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third
party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability
with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local
and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours,
except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.
(l)
Compliance . Except as set forth in the Registration Statement, the Prospectus, the Prospectus Supplement and Schedule 3.1(l),
neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived
that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or
any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement
or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default
or violation has been waived); (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority;
or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation
all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality
and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material
Adverse Effect.
|
(m)
Environmental Laws . The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating
to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface
strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or
toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating
to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well
as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders,
permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received
all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses;
and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and
(iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
(n)
Regulatory Permits . The Company and the Subsidiaries possess all certificates, authorizations, approvals, orders, licenses and
permits issued by the appropriate federal, state, local or foreign regulatory authorities, or by any foreign, federal, state or local
governmental, judicial or regulatory authority necessary to conduct their respective businesses as described in the SEC Reports, the
Registration Statement and the Prospectus (each, a “Material Permit”), to own, lease and operate its properties and conduct
their respective businesses as they are now being conducted or, except as disclosed in the Registration Statement and the Prospectus,
proposed to be conducted, in each case as disclosed in the Registration Statement and the Prospectus, and each such Material Permit is
valid, existing, in good standing and in full force and effect, except in each case as would not have a Material Adverse Effect. Neither
the Company nor any Subsidiary has received any notice of investigation or proceedings relating to the revocation or modification of
any Material Permit. The Company and each Subsidiary are in compliance with the terms and conditions of all such Material Permits, except
where the failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect. The disclosures in the Registration
Statement concerning the effects of federal, state, local and all foreign regulation on the business of the Company and its Subsidiaries
as currently contemplated are correct in all material respects.
(o)
Title to Assets . The Company and the Subsidiaries have good and marketable title in fee simple to or have valid and marketable
rights to lease or otherwise use all real property and all personal property owned or used by them that is material to the business of
the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value
of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries
and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance
with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease
by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries
are in compliance except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.
(p)
Intellectual Property . The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks,
trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights
and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports, the
Registration Statement and the Prospectus and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual
Property Rights”). The SEC Reports set forth all of the Intellectual Property Rights that the Company and its Subsidiaries own
or have the rights to use. Neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual
Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years
from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial
statements included within the SEC Reports, the Registration Statement and the Prospectus, a written notice of a claim or otherwise has
any knowledge that the operation of their respective businesses violate or infringe upon the intellectual property rights of any Person,
except as could not have or reasonably be expected to have a Material Adverse Effect. . To the knowledge of the Company, all such Intellectual
Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The
Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their
intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.
(q)
Insurance Except as set forth in the SEC Reports, the Company and the Subsidiaries are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company
and the Subsidiaries are engaged. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew
its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary
to continue its business without a significant increase in cost.
|
(r)
Transactions With Affiliates and Employees . Except as set forth on Schedule 3.1(r), none of the officers or directors of the Company
or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to
any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to
or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director
or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of US$120,000 other than for (i)
payment of salary bonus or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and
(iii) other employee benefits, including stock option agreements under any stock option plan of the Company.
(s)
Sarbanes-Oxley; Internal Accounting Controls . The Company and the Subsidiaries are in compliance in all material respects with
any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended (“ SOX ”), that are effective as of
the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the
date hereof and as of the Closing Date. Except as disclosed in the Registration Statement, the Prospectus and the SEC Reports, the Company
and each of its Subsidiaries maintains internal control over financial reporting (as such term is defined in Rule 13a-l5(f) under the
Exchange Act) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with GAAP, including that (i) transactions are executed in accordance with
management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities
is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets
and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect
to any difference. Except as disclosed in the Registration Statement, the Prospectus and the SEC Reports, the Company and the Subsidiaries
have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the
Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company
in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified
in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure
controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed Annual Report
on Form 20-F under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed
Annual Report on Form 20-F under the Exchange Act and disclosed in the Registration Statement and the Prospectus, the conclusions of
the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation
Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined
in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect,
the internal control over financial reporting of the Company and its Subsidiaries.
(t)
Certain Fees . Other than the compensation payable to the Placement Agent pursuant to the terms of the Placement Agency Agreement
and as set forth in the Prospectus Supplement relating to the placement of the Securities, no brokerage or finder’s fees or commissions
are or will be payable by the Company or any Subsidiary or Affiliate of the Company to any broker, financial advisor or consultant, finder,
placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.
The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons
for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.
(u)
Investment Company . The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities,
will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration
under the Investment Company Act of 1940, as amended.
(v)
Registration Rights . Except as set forth herein and in the SEC Reports, no Person has any right to cause the Company or any Subsidiary
to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.
|
(w)
Listing and Maintenance Requirements . The Ordinary Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act,
and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Ordinary Shares under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating
such registration. Except as set forth in the Registration Statement, the Prospectus and the Prospectus Supplement, the Company has not,
in the 12 months preceding the date hereof, received notice from any Trading Market on which the Ordinary Shares are or have been listed
or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. Except
as disclosed in the Registration Statement and the Prospectus, the Company has no reason to believe that it will not in the foreseeable
future continue to be in compliance with all such listing and maintenance requirements of such Trading Market The Ordinary Shares are
currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company
is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with
such electronic transfer.
(x)
Application of Takeover Protections . The Company and the Board of Directors have taken all necessary action, if any, in order
to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the
laws of its jurisdiction of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the
Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result
of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
(y)
Disclosure . Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or
counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise
disclosed in the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation
in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers
regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure
Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have
not been filed as required pursuant to the Securities Act or (y) will not be filed pursuant to Section 4.4 hereof. There are no contracts
or other documents required to be described in the Prospectus or the Prospectus Supplement, or to be filed as exhibits or schedules to
the Registration Statement, which have not been described or filed as required. The press releases disseminated by the Company during
the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made and when made, not misleading. The statistical and market-related data included in the Prospectus and Prospectus
Supplement, if any, are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate
or represent the Company’s good faith estimates that are made on the basis of data derived from such sources. The Company has obtained
all consents required for the inclusion of such statistical and market-related data in the Prospectus and Prospectus Supplement. No forward-looking
statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Prospectus or
Prospectus Supplement has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith. The Company
acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in Section 3.2 hereof.
(z)
No Integrated Offering . Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities
to be integrated with prior offerings by the Company for purposes of the Securities Act, any applicable shareholder approval provisions
of any Trading Market on which any of the securities of the Company are listed or designated.
|
(aa)
Solvency . Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt
by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds
the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known
contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its
business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements
of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii)
the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after
taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when
such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature
(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any
facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization
laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(aa) sets forth as of the date hereof all outstanding secured
and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes
of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of US$50,000 (other
than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations
in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance
sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions
in the ordinary course of business; and (z) the present value of any lease payments in excess of US$50,000 due under leases required
to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.
(bb)
Tax Status . Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed , or secured all extensions for the filing of, all
applicable United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required
by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material
in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably
adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply.
There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the
Company or of any Subsidiary know of no basis for any such claim. The provisions for taxes payable, if any, shown on the financial statements
filed with or as part of the Registration Statement, Prospectus and Prospectus Supplement are sufficient for all accrued and unpaid taxes,
whether or not disputed, and for all periods to and including the dates of such consolidated financial statements. The term “taxes”
mean all federal, state, local, foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise,
profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property,
windfall profits, customs, duties or other taxes, fees, assessments, or charges of any kind whatsoever, together with any interest and
any penalties, additions to tax, or additional amounts with respect thereto. The term “returns” means all returns, declarations,
reports, statements, and other documents required to be filed in respect to taxes.
(cc)
Foreign Corrupt Practices . Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any
agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful
payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate
funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf
of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA. The Company
has taken commercially reasonable steps to ensure that its accounting controls and procedures are designed to cause the Company to comply
in all material respects with the FCPA.
(dd)
Accountants . The Company’s current independent public accounting firm is Marcum Asia CPAs LLP, which is a registered public
accounting firm as required by the Exchange Act. To the knowledge and belief of the Company, Marcum Asia CPAs LLP shall express its opinion
with respect to the financial statements to be included in the Company’s Annual Report on Form 20-F for the fiscal year ended March
31, 2026.
|
(ee)
Ille g al or Unauthorized Payments; Political Contributions . Neither the Company nor any of its Subsidiaries nor any of the
officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries has, directly or indirectly,
made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law,
(i) as a kickback or bribe to any Person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive
public office except for personal political contributions not involving the direct or indirect use of funds of the Company or any of
its Subsidiaries.
(ff)
Acknowledgment Regarding Purchasers’ Purchase of Securities . The Company acknowledges and agrees that each of the Purchasers
is acting so