NOVA VISION ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2021 • Nova Vision Acquisition Corp • Blank checks • New York
Nova Vision Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 10th, 2021 • Nova Vision Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the August 5, 2021, by and among Nova Vision Acquisition Corp., a British Virgin Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • August 10th, 2021 • Nova Vision Acquisition Corp • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of August 5, 2021 between Nova Vision Acquisition Corp., a British Virgin Islands company, with offices at 3 Ocean Way #5-7, Singapore 098368 (“Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (“Warrant Agent”).
RIGHTS AGREEMENTRights Agreement • August 10th, 2021 • Nova Vision Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of August 5, 2021 between Nova Vision Acquisition Corp., a British Virgin Islands business company, with offices at 3 Ocean Way #5-7, Singapore 098368 (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Right Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 10th, 2021 • Nova Vision Acquisition Corp • Blank checks • New York
Nova Vision Acquisition Corp. 3 Ocean Way #5-7 Singapore 098368 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • August 10th, 2021 • Nova Vision Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Nova Vision Acquisition Corp., a British Virgin Islands company (the “Company”), and EF Hutton, division of Benchmark Investments, LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one redeemable warrant, each warrant entitling its holder to purchase 1/2 of one Ordinary Share at an exercise price of $11.50 per full share (the “Warrants”), and one right, each right entitling its holder to receive 1/10 of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 10th, 2021 • Nova Vision Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of August 5, 2021 (“Agreement”), by and among NOVA VISION ACQUISITION CORP., a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (the “Escrow Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 2nd, 2021 • Nova Vision Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [*], 2021 (“Agreement”), by and among NOVA VISION ACQUISITION CORP., a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (the “Escrow Agent”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2023 • Nova Vision Acquisition Corp • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) effective as of the [●] day of [●], 2023, is made and entered into by and among Real Messenger Corporation , a Cayman Islands exempted company (the “Purchaser”), certain shareholders of Purchaser, and each of the undersigned parties that are Investors (as defined below), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement (together with the Investors, the “Existing Holders”), and the undersigned parties listed as New Holders on the signature pages hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “New Holder” and collectively the “New Holders”). Existing Holders, collectively with New Holders, are referred to herein as “Holders.”
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 28th, 2023 • Nova Vision Acquisition Corp • Blank checks
This SPONSOR SUPPORT AGREEMENT, dated as of March 27, 2023 (this “Agreement”), is entered into by and among the stockholder(s) listed on Exhibit A hereto (each, a “Shareholder”), Real Messenger Holdings Limited, a Cayman Islands exempted company (the “Company”), and Nova Vision Acquisition Corporation, a British Virgin Islands business company (“Parent”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AMENDMENT No. 5 TO AGREEMENT AND PLAN OF MERGEROriginal Merger • July 18th, 2024 • Nova Vision Acquisition Corp • Blank checks
This Amendment No. 5 dated as of July 17, 2024 (“Amendment 5”) is to amend the Agreement and Plan of Merger (the “Original Merger Agreement”) which was made and entered into as of March 27, 2023, and modified by a Joinder Agreement dated as of June 29, 2023 (the “Joinder”), and amended by Amendment 1 to the Original Merger Agreement dated as of August 15, 2023 (“Amendment 1”), Amendment 2 to the Original Merger Agreement dated as of October 27, 2023 (“Amendment 2”), Amendment 3 to the Original Merger Agreement dated as of March 7, 2024 (“Amendment 3”) and Amendment 4 to the Original Merger Agreement dated as of May 29, 2024 (“Amendment 4”), by and among Nova Vision Acquisition Corp., a British Virgin Islands business company (“Parent”), Real Messenger Holdings Limited a Cayman Islands exempted company (the “Company”), Real Messenger Corporation, a Cayman Islands exempted company and wholly owned subsidiary of the Parent (“Purchaser”) and RM2 Limited, a Cayman Islands exempted company a
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 4th, 2023 • Nova Vision Acquisition Corp • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of August 3, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Nova Vision Acquisition Corp. (the “Company”) and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
AMENDMENT No. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 30th, 2023 • Nova Vision Acquisition Corp • Blank checks
This Amendment No. 2 dated as of October 27, 2023 ( “Amendment 2”) is to amend the Agreement and Plan of Merger (the “Original Merger Agreement”) which was made and entered into as of March 27, 2023, and modified by a Joinder Agreement dated as of June 29, 2023 (the “Joinder”), and amended by Amendment 1 to the Original Merger Agreement dated as of August 15, 2023 (“Amendment 1”), by and among Nova Vision Acquisition Corp., a British Virgin Islands business company (“Parent”), Real Messenger Holdings Limited a Cayman Islands exempted company (the “Company”), Real Messenger Corporation, a Cayman Islands exempted company and wholly owned subsidiary of the Parent (“Purchaser”) and RM2 Limited, a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (“Merger Sub”). The Original Merger Agreement as amended by the Joinder and by Amendment 1 is referred to herein as the “Existing Merger Agreement.” Capitalized terms used but not otherwise defined herein shall have the meani
AMENDMENT No. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 17th, 2023 • Nova Vision Acquisition Corp • Blank checks
This Amendment No. 1 dated as of August 15, 2023 (the “Amendment”) is to amend the Agreement and Plan of Merger (the “Original Merger Agreement”) which was made and entered into as of March 27, 2023, and modified by a Joinder Agreement dated as of June 29, 2023 (the “Joinder”), by and among Nova Vision Acquisition Corp., a British Virgin Islands business company (“Parent”), Real Messenger Holdings Limited a Cayman Islands exempted company (the “Company”), Real Messenger Corporation, a Cayman Islands exempted company and wholly owned subsidiary of the Parent (“Purchaser”) and RM2 Limited, a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (“Merger Sub”). The Original Merger Agreement as amended by the Joinder is referred to herein as the “Existing Merger Agreement.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Existing Merger Agreement.
AGREEMENT AND PLAN OF MERGER dated March 27, 2023 by and between Nova Vision Acquisition Corp., a British Virgin Islands business company, as Parent, and Real Messenger Holdings Limited, a Cayman Islands exempted company, as the CompanyAgreement and Plan of Merger • March 28th, 2023 • Nova Vision Acquisition Corp • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of March 27, 2023 (the “Signing Date”), by and between Nova Vision Acquisition Corp., a British Virgin Islands business company (“Parent”), and Real Messenger Holdings Limited, a Cayman Islands exempted company (the “Company”);
LOCK-UP AGREEMENTLock-Up Agreement • March 28th, 2023 • Nova Vision Acquisition Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of _________, 2023, by and between the undersigned (the “Holder”) and Real Messenger Corporation, a Cayman Islands exempted company. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Agreement and Plan of Merger (as defined below).
JOINDER AGREEMENTJoinder Agreement • June 30th, 2023 • Nova Vision Acquisition Corp • Blank checks • New York
This JOINDER AGREEMENT, made and entered into as of June 29, 2023 (this “Joinder Agreement”), by and among Nova Vision Acquisition Corp., a British Virgin Islands business company (“Parent”), Real Messenger Holdings Limited a Cayman Islands exempted company (the “Company”), Real Messenger Corporation, a Cayman Islands exempted company and wholly owned subsidiary of the Parent (“Purchaser”) and RM2 Limited, a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (“Merger Sub”). Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 27, 2023, entered into by and between Parent and the Company. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
NOVA VISION ACQUISITION CORP. UNDERWRITING AGREEMENTRegistration Rights Agreement • August 10th, 2021 • Nova Vision Acquisition Corp • Blank checks • New York
Nova Vision Acquisition Corp., a British Virgin Islands business company with limited liability (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
AMENDMENT No. 4 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 29th, 2024 • Nova Vision Acquisition Corp • Blank checks
This Amendment No. 4 dated as of May 29, 2024 ( “Amendment 4”) is to amend the Agreement and Plan of Merger (the “Original Merger Agreement”) which was made and entered into as of March 27, 2023, and modified by a Joinder Agreement dated as of June 29, 2023 (the “Joinder”), and amended by Amendment 1 to the Original Merger Agreement dated as of August 15, 2023 (“Amendment 1”), Amendment 2 to the Original Merger Agreement dated as of October 27, 2023 (“Amendment 2”), and Amendment 3 to the Original Merger Agreement dated as of March 7, 2024 (“Amendment 3”) by and among Nova Vision Acquisition Corp., a British Virgin Islands business company (“Parent”), Real Messenger Holdings Limited a Cayman Islands exempted company (the “Company”), Real Messenger Corporation, a Cayman Islands exempted company and wholly owned subsidiary of the Parent (“Purchaser”) and RM2 Limited, a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (“Merger Sub”). The Original Merger Agreement a
AMENDMENT No. 3 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 8th, 2024 • Nova Vision Acquisition Corp • Blank checks
This Amendment No. 3 dated as of March 7, 2024 ( “Amendment 3”) is to amend the Agreement and Plan of Merger (the “Original Merger Agreement”) which was made and entered into as of March 27, 2023, and modified by a Joinder Agreement dated as of June 29, 2023 (the “Joinder”), and amended by Amendment 1 to the Original Merger Agreement dated as of August 15, 2023 (“Amendment 1”) and Amendment 2 to the Original Merger Agreement dated as of October 27, 2023 (“Amendment 2”), by and among Nova Vision Acquisition Corp., a British Virgin Islands business company (“Parent”), Real Messenger Holdings Limited a Cayman Islands exempted company (the “Company”), Real Messenger Corporation, a Cayman Islands exempted company and wholly owned subsidiary of the Parent (“Purchaser”) and RM2 Limited, a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (“Merger Sub”). The Original Merger Agreement as amended by the Joinder and by Amendment 1 and Amendment 2 is referred to herein as th
