fingermotion, inc. Up to $25,000,000 of Common Stock AT-THE-MARKET ISSUANCE SALES AGREEMENTFingerMotion, Inc. • September 11th, 2023 • Services-prepackaged software • New York
FingerMotion, Inc., a Delaware corporation (the “Company”), proposes to issue and sell through Univest Securities, LLC, as selling agent (the “Agent”), shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), having an aggregate offering price of up to US$25,000,000 of Common Stock (the Common Stock subject to this At-The-Market Issuance Sales Agreement (this “Agreement”) being referred to herein as the “Shares”) on terms set forth herein and subject to the limitations set forth in Section 2(a) hereof. The Shares consist entirely of authorized but unissued shares of Common Stock to be issued and sold by the Company.
WARRANT AGREEMENTWarrant Agreement • April 9th, 2024 • FingerMotion, Inc. • Services-prepackaged software • New York
WARRANT AGREEMENT, (this “Agreement”) dated as of [•], 2024, between FingerMotion, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONUnaudited Pro Forma Condensed Combined Financial Information • October 10th, 2017 • FingerMotion, Inc. • Services-prepackaged software
Effective July 13, 2017 (the “Closing Date”), Finger Motion, Inc., formerly Property Management Corporation of America (the “Company”) entered into that certain Share Exchange Agreement (the “Share Exchange Agreement”) by and among the Company, Finger Motion Company Limited, a Hong Kong corporation (“FMCL”) and certain shareholders of FMCL (the “FMCL Shareholders”). Pursuant to the Share Exchange Agreement, the Company agreed to exchange the outstanding equity stock of FMCL held by the FMCL Shareholders for shares of common stock of the Company. At the Closing Date, the Company issued approximately 12,000,000 shares of common stock to the FMCL shareholders. In addition, the Company issued 600,000 shares to other consultants in connection with the transactions contemplated by the Share Exchange Agreement.
PROPERTY MANAGEMENT CORPORATION OF AMERICA SUBSCRIPTION AGREEMENTSubscription Agreement • March 14th, 2014 • Property Management Corp of America • Real estate agents & managers (for others) • Delaware
This Subscription Agreement (“Agreement”) sets forth the terms under which the undersigned (“Subscriber”) will invest in Property Management Corporation of America, a Delaware corporation (the “Corporation”). This subscription is one of a limited number of subscriptions for up to 2,000,000 shares of Common Stock (the “Shares”) at a price of $0.05 per share (the “Subscription Price”).
PROPERTY MANAGEMENT CORPORATION OF AMERICA ESCROW AGREEMENTEscrow Agreement • June 18th, 2014 • Property Management Corp of America • Real estate agents & managers (for others) • Virginia
THIS ESCROW AGREEMENT (the “Agreement”), is made and entered into as of the 11th day of June 2014, by and between Property Management Corporation of America, a Delaware corporation (the “Company”), with a principal office at 4174 Old Stockyard Road, Suite F, Marshall, Virginia 20115, and The Fauquier Bank, with an office at 10 Courthouse Square, Warrenton, Virginia 20188 (the “Escrow Agent”).
PROPERTY MANAGEMENT CORPORATION OF AMERICA MANAGEMENT AGREEMENTManagement Agreement • June 4th, 2014 • Property Management Corp of America • Real estate agents & managers (for others) • Virginia
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 20th, 2017 • FingerMotion, Inc. • Real estate agents & managers (for others) • Delaware
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of July 13, 2017, is by and among FINGERMOTION, INC., formerly known as PROPERTY MANAGEMENT COMPANY OF AMERICA, a Delaware corporation (“FNGR”), FINGER MOTION COMPANY LIMITED, a corporation organized under the laws of Hong Kong (“FMCL”), and the shareholders of FMCL (the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex B hereto.
Exclusive Call Option AgreementExclusive Call Option Agreement • December 27th, 2018 • FingerMotion, Inc. • Services-prepackaged software
This Exclusive Call Option Agreement (this “Agreement”) is entered into by and among the following Parties on 16 October 2018 in Shanghai, the PRC:
Equity Pledge AgreementEquity Pledge Agreement • January 5th, 2023 • FingerMotion, Inc. • Services-prepackaged software
This Equity Pledge Agreement (“Agreement”) was entered into by the parties set out below in Shanghai, the People’s Republic of China on October 16, 2018:
April 28, 2017 SOFTWARE LICENCE AGREEMENT between FINGER MOTION COMPANY LIMITED (as "Licensor") and PROPERTY MANAGEMENT CORPORATION OF AMERICA (as “Licensee")Software Licence Agreement • May 16th, 2017 • Property Management Corp of America • Real estate agents & managers (for others) • Delaware
(The Licensor and the Licensee shall be individually referred to as a "Party" and collectively referred to as the "Parties", as the context may require).
Exclusive cONSULTANCY AgreementExclusive Consultancy Agreement • December 27th, 2018 • FingerMotion, Inc. • Services-prepackaged software
Shanghai JiuGe Information Technology Co. Ltd. (上海九鸽信息科技有限公司), a limited liability company incorporated under the laws of the PRC with its registered office at Room 2762, 2/F, No.3 Xuanhua Road, Changning District, Shanghai (“VIE Entity”);
LOAN AGREEMENTLoan Agreement • December 27th, 2018 • FingerMotion, Inc. • Services-prepackaged software
Shanghai JiuGe Business Management Co. Ltd. (上海九鸽企业管理有限公司), a limited liability company incorporated under the laws of the PRC with its registered office at Room 2789, 2/F, No.3 Xuanhua Road, Changning District, Shanghai (“Lender”);
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE OMISSIONS HAVE BEEN INDICATED BY “[***].”FingerMotion, Inc. • August 9th, 2019 • Services-prepackaged software
Party A and Party B (hereinafter referred to as the “Parties”) agree to the following terms and conditions for the construction and operation of Party A’s telecommunications services under this Agreement in accordance with the relevant provisions of the laws and regulations of the People’s Republic of China and the regulatory requirements of the telecommunications industry:
PROPERTY MANAGEMENT CORPORATION OF AMERICA MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 14th, 2014 • Property Management Corp of America • Real estate agents & managers (for others) • Virginia
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL THIS LOAN AGREEMENT is made on the 1st day of June, 2024. BETWEENLoan Agreement • June 28th, 2024 • FingerMotion, Inc. • Services-prepackaged software • Hong Kong
The Borrower is a subsidiary of FingerMotion, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”). At the request of the Borrower, the Lender has agreed to grant for the benefit of the Borrower a short-term loan facility of Singapore Dollars Three Hundred Seventy Thousand Only (SGD370,000.00) on the terms and conditions herein contained.
WARRANT AGREEMENTWarrant Agreement • May 17th, 2024 • FingerMotion, Inc. • Services-prepackaged software • New York
WARRANT AGREEMENT, (this “Agreement”) dated as of [•], 2024, between FingerMotion, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
