noco-noco Inc.
22/08/2024 | Press release | Distributed by Public on 22/08/2024 17:32
SHARE SUBSCRIPTION AGREEMENT Form 6 K
SHARE SUBSCRIPTION AGREEMENT
THIS AGREEMENT is made on 21 August 2024 ("Effective Date"), between the following parties:
(1)
GEE Strategy Revitalize Japan Limited, a exempt trustee sub fund with limited liability incorporated under the laws of British Virgen Islands, (the "Subscriber"); and
(2)
noco-noco Inc., an exempt company with limited liability incorporated under the laws of Cayman Islands (Nasdaq: NCNC) (the "Company" or the "Issuer"):
(collectively "Parties" and each a "Party").
1.
SHARE AND WARRANT SUBSCRIPTION
1.1
Subject to the terms and conditions of this Agreement, the Company shall issue to the Subscriber and the Subscriber shall subscribe from the Company, all of the title and interest in and to 25,770,308 (Twenty Five Million Seven Hundred and Seventy Thousand Three Hundred and Eight) ordinary shares of the Company (the "Subscription Shares"), together with all rights, dividends, entitlements and benefits now and hereafter attaching thereto, with the consideration and the subscription schedule as set forth in the Exhibit A. The consideration for the Subscription Shares shall be paid by the 30th of September 2024 (the "Payment Date").
1.2
The Subscription Shares are restricted shares with the lock-up period up to sixty (60) days from the Payment Date. The Company shall notify the Subscriber immediately after the F-1 registration becomes effective and the Subscription Shares become free-trading shares.
1.3
Within three (3) working days from the Payment Date by the Subscriber to the Company, the Company shall instruct Vstock Transfer, the transfer agent of NCNC shares, to park the Subscription Shares in Vstock Transfer under the name of the Subscriber. Vstock Transfer shall forward an official document that certifies the number of Subscription Shares and the pertinent amount of consideration parked under the Subscriber.
2.
CONDITIONS PRECEDENT
2.1
Completion of the issuance and allotment of the Subscription Shares shall be conditional upon the Payment of the consideration for the Subscription Shares by the Subscriber in accordance with Clause 3.1 below.
3.
CONSIDERATION
3.1
The Parties agree that the subscription value of the Subscription Shares shall be US$ 0.1785 per share and the total consideration of US$ 4,600,000 (Four Million Six Hundred Thousand United States Dollars) payable to the Subscribers according to the Schedule set forth in Exhibit A: i) upon the execution of this Agreement and ii) by the 20th of August 2024, for the subscriptions with payments by the way of T/T remittance to the bank account designated by the company and as described in Exhibit B. Any bank charges and currency conversion charges for transferring the fund shall be borne and paid by the Subscriber.
3.2
Any taxation and governmental charges in connection with issuance and allotments of the Subscription Shares and arising from the execution or performance of this Agreement shall be borne by the Subscriber.
Private and Confidential
Share Subscription Agreement
4.
THE SUBSCRIBER'S REPRESENTATIONS, WARRANTIES AND COVENANTS
As of the date of this Agreement, the Subscriber makes the following representations, warranties and covenants to the Company:
4.1
It is incorporated and validly existing under the applicable law and has the right to own its property and to carry on the business as currently conducted and to execute this Agreement.
4.2
It warrants that it will actively work with the Company to complete all necessary formalities in relation to the issuance and allotment of the Subscription Shares pursuant to the applicable laws and regulations so as to ensure that the Subscribers legally own the Subscription Shares.
4.3
It warrants that as of the date of this Agreement, it has had no risk, loss, liability (including contingent liability) or any other legal liability.
4.4
The signatory whose name appears under its name on the execution page of this Agreement is a duly authorized signatory of itself.
4.5
The execution of, and the performance by it of its obligations under, this Agreement and any other documents in connection with this Agreement will not:
4.5.1
result in a breach of any provision of its articles of association or any other constitutional document; or
4.5.2
result in a breach of any agreement, licence or other instrument, or result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which it is a party or by which it or any of its assets is bound.
5.
THE COMPANY'S REPRESENTATIONS, WARRANTIES AND COVENANTS
As of the date of this Agreement, the Company makes the following representations, warranties and covenants to the Company:
5.1
It is incorporated and validly existing under the applicable law and has the right to own its property, to issue shares and to carry on the business as currently conducted and to execute this Agreement.
5.2
It has the legal right and full power and authority to enter into and perform this Agreement or any other documents in connection with this Agreement, which, when executed, will constitute valid and binding obligations on itself in accordance with their respective terms.
5.3
The signatory whose name appears under its name on the execution page of this Agreement is a duly authorized signatory of itself.
5.4
The execution of, and the performance by it of its obligations under, this Agreement and any other documents in connection with this Agreement will not:
5.4.1
result in a breach of any provision of its articles of association or any other constitutional document; and
5.4.2
result in a breach of any agreement, licence or other instrument, or result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which it is a party or by which it or any of its assets is bound.
Private and Confidential
Share Subscription Agreement
6.
ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement of the Parties relating to the subject matter of this Agreement, and supersedes all previous oral and written representations, exchanges, understandings and agreements made or reached by and between the Parties up to and including the date of this Agreement. The Parties acknowledge and agree that, in entering into this Agreement, no Party has relied on any representation, warranty or undertaking which is not included in this Agreement.
7.
SEVERABILITY
If any provision of this Agreement shall be illegal, or for any other reason unenforceable, such provision shall be deemed to be independent from the other provisions of this Agreement and shall not affect the effect or enforceability of such other provisions, which shall continue to be effective and enforceable in accordance with their terms.
8.
ASSIGNMENT
No Party shall be entitled to assign the benefit of any provision of this Agreement without the prior written approval of the other Party and compliance with the applicable law.
9.
COSTS AND CHARGES
Unless otherwise provided in this Agreement or agreed in writing by the Parties to this Agreement, each Party shall bear its own costs incurred by it in relation to the execution and implementation of this Agreement (including without limitation legal fees).
10.
NOTICES
All notices shall be written in English and may be delivered either by hand, registered airmail or fax to the following addresses or fax numbers (as the case may be):
GEE Strategy Revitalize Japan Limited
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Address: |
Unit 8, 3/F Qwomar Trading Complex, Blackburne Road, Port Purcell, Road Town, Tortola, British Virgin Islands VG1110 |
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Trading Address: |
Room D, IOF, Tower A, Billion Centre, I Wang Kwong Road, Kowloon Bay, |
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Phone: |
+65-9102-2773 |
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Email: |
noco-noco Inc. (CUSIP Number G7243Pl09)
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Address: |
3 Temasek Avenue, Centennial Tower, Level 18, Singapore 039190 |
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Phone: |
+65 6950 3852 |
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Email: |
Notices shall be deemed to have been delivered at the following times:
(i)
if by hand, on reaching the designated address subject to proof of delivery;
(ii)
if by courier, the fifth business day after the date of dispatch; and
(iii)
if by fax, upon generation of a confirmation of successful transmission report by the sender's fax machine indicating completed uninterrupted transmission.
(iv)
if by email, based on the date of the email shown in the incoming mail box
Private and Confidential
Share Subscription Agreement
11.
LIABILITY FOR BREACH OF AGREEMENT
11.1
If either Party terminates this Agreement without obtaining the consent of the other Party after the execution of this Agreement, such Party shall compensate the other Party for all direct and/or indirect losses incurred as a result thereof.
11.2
The liability for breach of this Agreement assumed by either Party shall not be discharged as a result of the termination/dissolution of this Agreement and/or the completion of the equity interest transfer formalities.
12.
GOVERNING LAW AND SUBMISSION TO JURISDICTION
12.1
This Agreement shall be construed in accordance with and be governed by the laws of Singapore.
12.2
In relation to any legal action or proceedings arising out of or in connection with this Agreement ("Proceedings"), each party to this Agreement hereby irrevocably submits to the jurisdiction of the courts of Singapore.
13.
COUNTERPARTS
This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same original instrument. Any Party may enter into this Agreement by executing any such counterpart.
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Private and Confidential
Share Subscription Agreement
IN WITNESS whereof the Parties have executed this Agreement on the day and year first above written.
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EXECUTED for and on behalf of |
) |
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GEE Strategy Revitalize Japan Limited |
) |
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) Name: HEIMA YAMAZAKI |
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) |
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) Title: General Partner |
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EXECUTED for and on behalf of |
) |
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noco-noco Inc |
) |
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) Name: Masataka MATSUMURA |
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) |
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) Title: Director and CEO |
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Private and Confidential
Share Subscription Agreement
EXHIBIT A
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Subscriber |
Number of Shares |
Consideration |
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GEE Strategy Revitalize Japan Limited |
25,770,308 Ordinary Shares of the Issuer |
US$ 4,600,000.00 |
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Schedule of Consideration Payments |
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By 30th of September 2024 |
Private and Confidential
Share Subscription Agreement
EXHIBIT B
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Bank: |
XXXXXX |
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Account No.: |
XXXXXX |
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A/C Name: |
XXXXXX |
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SWIFT Code: |
XXXXXX |
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Bank Address: |
XXXXXX |
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Amount: |
US$ 4,600,000.00 |
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Intermediary Bank |
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Bank: |
XXXXXX |
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SWIFT Code: |
XXXXXX |
Private and Confidential
Share Subscription Agreement