SHARE TRANSFER AGREEMENTStock Escrow Agreement • October 10th, 2023 • Real Messenger Corp • Services-computer programming, data processing, etc. • Delaware
This SHARE TRANSFER AGREEMENT, dated as of _______, 2023 (this “Agreement”), is entered into by _______ (“Investor”) and Nova Pulsar Holdings Limited, the Sponsor (the “Sponsor”) of Nova Vision Acquisition Corp., a British Virgin Islands company (“SPAC”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the NPA (as defined below).
ContractReal Messenger Corp • October 10th, 2023 • Services-computer programming, data processing, etc.
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • October 10th, 2023 • Real Messenger Corp • Services-computer programming, data processing, etc.
This Convertible Note Purchase Agreement (this “Agreement”) is made and entered into as of October 4, 2023 (the “Effective Date”), by and among Real Messenger Holdings Limited, a Cayman Islands exempted company (the “Company”), and the investors named below (each, a “Holder” and collectively, the “Holders”). The Company and the Holders may be referred to herein individually as a “Party” and collectively as the “Parties”.
