UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of February 2024
Commission
File Number: 001-41647
OHMYHOME
LIMITED
(Translation
of registrant’s name into English)
11
Lorong 3 Toa Payoh
Block
B, #04-16/21, Jackson Square
Singapore
319579
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Entry
into a Material Definitive Agreement
On February 13, 2024, Ohmyhome Limited, a Cayman
Islands exempted company (the “Company”), entered into a placement agency agreement (the “Placement Agency Agreement”)
with Maxim Group LLC, to act as the exclusive placement agent (the “Placement Agent”) on a best efforts basis in connection
with an offering of $4.8 million of ordinary shares, par value $0.001 per share (the “Ordinary Shares”) at a price of $1.35
per Ordinary Share (the “Offering”). The Company issued a total of 3,555,555 Ordinary Shares, pursuant to the prospectus
included in the Company’s Registration Statement on Form F-1, as amended (Registration No. 333-275987), filed with the U.S. Securities
and Exchange Commission (the “SEC”) on December 11, 2023 and the registration statement on Form F-1 MEF (“Form F-1
MEF”) filed by the Company with the SEC on February 13, 2024 (File No. 333-277047). The Form F-1 was declared effective
on February 13, 2024. The final prospectus was filed on February 15, 2024 (the “Final Prospectus”,
and together with Form F-1 and Form F-1 MEF, the “Registration Statements”). The Registration Statements relating to
this Offering are available on the SEC’s website at www.sec.gov.
The
Company agreed to pay the Placement Agent a cash fee equal to 6.0% of the gross proceeds raised in the Offering. The Company also agreed
that within three months from the closing date, it shall not issue or enter into any agreement to issue any Ordinary Share or file any
registration statement without prior written consent of the Placement Agent.
Pursuant
to the Placement Agency Agreement, each of our directors and executive officers, and certain beneficial owners of the Company’s
securities, have entered into lock-up agreements (the “Lock-Up Agreements”) that generally prohibit the sale, transfer, or
other disposition of our securities, without the prior written consent of the Placement Agents, for a period of six months following
the date of closing of the Offering.
The
Offering was closed on February 16, 2024.
The
Company intends to use the net proceeds of this offering primarily for acquisition reserves, post-acquisition integration and funding,
and working capital and ongoing operational needs.
The
foregoing description of the Placement Agency Agreement and the Lock-Up Agreements are qualified in their entirety by reference to the
full text of the Placement Agency Agreement and the form of Lock-Up Agreement, which are attached hereto as Exhibit 10.1 and 10.2, respectively,
to this Report of Foreign Private Issuer on Form 6-K (this “Report”), and which are incorporated herein in their entirety
by reference.
Pursuant
to the Offering, on February 13, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press
release announcing the pricing of the Offering is furnished as Exhibit 99.1 hereto. On February 16, 2024, the Company issued a press
release announcing the closing of the Offering. A copy of the press release announcing the closing of the Offering is furnished as Exhibit
99.2 hereto.
This
Report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions,
beliefs, expectations, strategies, predictions or any other statements related to our future activities, future events or conditions.
These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions
made by management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that
are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking
statements due to numerous factors, including those risks discussed in the Registration Statement, and in other documents the Company
files from time to time with the Commission. Any forward-looking statements speak only by the date on which they are made, and the Company
undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report, except
as required by law.
EXHIBIT
INDEX
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| Date:
February 16, 2024 |
Ohmyhome
Limited |
| |
|
|
| |
By: |
/s/
Rhonda Wong |
| |
Name:
|
Rhonda
Wong |
| |
Title: |
Director
and Chief Executive Officer |
Exhibit 10.1
PLACEMENT
AGENCY AGREEMENT
February
13, 2024
Maxim
Group LLC
300
Park Avenue, 16th Floor
New
York, NY 10022
Ladies
and Gentlemen:
Introduction.
Subject to the terms and conditions herein (this “Agreement”), Ohmyhome Limited, a company incorporated under the
laws of the Cayman Islands (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed
or described in the Registration Statement as being subsidiaries or affiliates of Ohmyhome Limited, the “Company”), hereby
agrees to sell up to an aggregate of $4,799,999.25 of registered securities of the Company, including, but not limited to, ordinary shares
(the “Shares”) of the Company, $0.001 par value per share (the “Ordinary Shares”) directly to various
investors (each, an “Investor” and, collectively, the “Investors”) through Maxim Group LLC as placement
agent (the “Placement Agent”). The documents executed and delivered by the Company and the Investors in connection
with the Offering (as defined below), including, without limitation, a securities purchase agreement (the “Purchase Agreement”),
shall be collectively referred to herein as the “Transaction Documents.” The purchase price to the Investors for each
Share is $1.35. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection
with the Offering.
The
Company hereby confirms its agreement with the Placement Agent as follows:
Section
1. Agreement to Act as Placement Agent.
(a)
On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions
of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company
of the Shares pursuant to the Company’s registration statement on Form F-1 (File No. 333-275987) (and including any registration
statement prepared and filed by the Company in accordance with Rule 462(b) pursuant to the Securities Act) (the “Registration
Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and negotiations
between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable best-efforts basis
and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Shares, or any portion thereof,
in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates” (as defined below)
be obligated to underwrite or purchase any of the Shares for its own account or otherwise provide any financing. The Placement Agent
shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority to bind the Company with
respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept offers to purchase Shares and
may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery
of, the Shares shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs,
a “Closing Date”). The Closing shall occur via “Delivery Versus Payment”, i.e., on the Closing Date, the
Company shall issue the Shares directly to the account designated by the Placement Agent and, upon receipt of such Shares, the Placement
Agent shall electronically deliver such Shares to the applicable Investor and payment shall be made by the Placement Agent (or its clearing
firm) by wire transfer to the Company. As compensation for services rendered, on each Closing Date, the Company shall pay to the Placement
Agent the fees and expenses set forth below:
(i)
A cash fee equal to 6% of the gross proceeds received by the Company from the sale of the Shares at the closing of the Offering (the
“Closing”).
(ii)
The Company also agrees to reimburse Placement Agent’s expenses up to a maximum of $100,000 in the event of a Closing of the Offering,
unless otherwise agreed by the Company and the Placement Agent, payable immediately upon the Closing of the Offering, or up to a maximum
of $50,000 in the event there is not a Closing of the Offering, payable upon the ending of the Engagement Period.
(iii)
In addition, upon the Closing of the Offering, or if the Engagement Period ends prior to the Closing of the Offering, then if within
nine (9) months following such time, the Company completes any financing of equity, equity-linked or debt or other capital raising activity
with, or receives any proceeds from, any of the investors contacted or introduced by the Placement Agent during the Engagement Period,
then the Company will pay the Placement Agent upon the closing of such financing or receipt of such proceeds the compensation equivalent
to that set forth in this Section 1(a). Maxim shall seek consent from the Company to begin marketing the Offering. The right set forth
in this Section 1(a)(iii) shall be limited to a maximum of twenty (20) institutional investors that Maxim shall identify to the Company
upon request following either the Closing or the end of the Engagement Period. Notwithstanding anything to the contrary contained herein,
the Company has the right to terminate this Agreement for cause in compliance with FINRA Rule 5110(g)(5)(B).
(b)
The term of the Placement Agent’s exclusive engagement will be as set forth in the Engagement Agreement (as defined below). Notwithstanding
anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein
and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement,
and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable
pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g)(4)(A), will survive any expiration or
termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates
to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with
Persons (as defined below) other than the Company. As used herein (i) “Persons” 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 and (ii) “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 of 1933, as amended (the “Securities Act”).
Section
2. Representations, Warranties and Covenants of the Company. The Company hereby represents, warrants and covenants to the Placement
Agent as of the date hereof, and as of each Closing Date, as follows:
(a)
Securities Law Filings. The Company has filed with the Securities and Exchange Commission (the “Commission”)
the Registration Statement under the Securities Act, which was filed on December 11, 2023, as amended, and declared effective on February
13, 2024 for the registration of the Shares under the Securities Act. Following the effectiveness of the Registration Statement and the
determination of pricing among the Company and the prospective Investors introduced to the Company by Placement Agent, the Company will
file with the Commission pursuant to Rules 430A and 424(b) under the Securities Act, and the rules and regulations (the “Rules
and Regulations”) of the Commission promulgated thereunder, a final prospectus relating to the placement of the Shares, their
respective pricings and the plan of distribution thereof and will advise the Placement Agent of all further information (financial and
other) with respect to the Company required to be set forth therein. Such registration statement, at any given time, including the exhibits
thereto filed at such time, as amended at such time, is hereinafter called the “Registration Statement”; such prospectus
in the form in which it appears in the Registration Statement is hereinafter called the “Preliminary Prospectus”;
and the form of prospectus, in the form in which it will be filed with the Commission pursuant to Rules 430A and/or 424(b) (including
the Preliminary Prospectus as so amended or supplemented) is hereinafter called the “Prospectus.” The Registration
Statement at the time it originally became effective is hereinafter called the “Original Registration Statement.”
Any reference in this Agreement to the Registration Statement, the Original Registration Statement, the Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”),
if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at any
given time, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement”
with respect to the Registration Statement, the Original Registration Statement, the Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date
of the Preliminary Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in
this Agreement to financial statements and schedules and other information which is “contained,” “included,”
“described,” “referenced,” “set forth” or “stated” in the Registration Statement, the
Preliminary Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial
statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the
Preliminary Prospectus or the Prospectus, as the case may be. The Company has not received any notice that the Commission has issued
or intends to issue a stop order suspending the effectiveness of the Registration Statement or the use of the Preliminary Prospectus
or the Prospectus or intends to commence a proceeding for any such purpose.
(b)
Assurances. The Registration Statement, as amended, (and any further documents to be filed with the Commission) contains all exhibits
and schedules as required by the Securities Act. Each of the Original Registration Statement and any post-effective amendment thereto,
at the time it became effective, complied in all material respects with the Securities Act and the applicable Rules and Regulations and
did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading. The Preliminary Prospectus, and the Prospectus, each as of its respective date, comply or
will comply in all material respects with the Securities Act and the applicable Rules and Regulations. Each of the Preliminary Prospectus
and the Prospectus, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to
the requirements of the Exchange Act and the applicable Rules and Regulations promulgated thereunder, and none of such documents, when
they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary
to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Final Prospectus), 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. Except for this Agreement and the Transaction Documents, 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 within the requisite time period. Except for this Agreement and the
Transaction Documents, there are no contracts or other documents required to be described in the Preliminary Prospectus or Prospectus,
or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required.
(c)
Offering Materials. Neither the Company nor any of its directors and officers has distributed and none of them will distribute,
prior to each Closing Date, any offering material in connection with the offering and sale of the Shares other than the Preliminary Prospectus,
the Prospectus, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted
by the Securities Act.
(d)
Subsidiaries. All of the direct and indirect subsidiaries of the Company (the “Subsidiaries”) are set forth
in the Registration Statement. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary
free and clear of any liens, charges, security interests, encumbrances, rights of first refusal, preemptive rights or other restrictions
(collectively, “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.
(e)
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 this Agreement
or any other agreement entered into between the Company and the Investors, (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 this Agreement
or the transactions contemplated under the Prospectus (any of (i), (ii) or (iii), a “Material Adverse Effect”) and
no an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened (“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.
(f)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and the Prospectus and otherwise to carry out its obligations hereunder and thereunder. The execution
and delivery of each of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby
and under the Prospectus have been duly authorized by all necessary action on the part of the Company and no further action is required
by the Company, the Company’s Board of Directors (the “Board of Directors”) or the Company’s shareholders
in connection therewith other than in connection with the Required Approvals (as defined below). This Agreement has been duly executed
by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally,
(ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.
(g)
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the transactions contemplated pursuant
to the Prospectus, the issuance and sale of the Shares and the consummation by it of the transactions contemplated hereby and thereby
to which it is a party 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 each of clauses (ii) and (iii), such as could not
have or reasonably be expected to result in a Material Adverse Effect.
(h)
Foreign Private Issuer. The Company is a “foreign private issuer” as defined in Rule 405 promulgated under the Securities
Act.
(i)
Consent to Jurisdiction. The Company has the power to submit, and pursuant to this Agreement has legally, validly, effectively
and irrevocably submitted, to the jurisdiction of any federal or state court in the State of New York, County of New York, and has the
power to designate, appoint and empower, and pursuant to this Agreement has legally, validly and effectively designated, appointed and
empowered, an agent for service of process in any suit or proceeding based on or arising under this Agreement in any federal or state
court in the State of New York.
(j)
Representations and Warranties Incorporated by Reference. Each of the representations and warranties (together with any related
disclosure schedules thereto) made to the Investors in the form of Purchase Agreement, filed as exhibit 1.1 to the Registration Statement
on February 6, 2024, is hereby incorporated herein by reference (as though fully restated herein) and is hereby made to, and in favor
of, the Placement Agent, which representations and warranties shall be incorporated even in the event the Purchase Agreement is not executed
in connection with this Offering.
Section
3. Delivery and Payment. Each Closing shall occur at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas,
New York, New York 10105 (“Placement Agent Counsel”) (or at such other place as shall be agreed upon by the Placement
Agent and the Company). Subject to the terms and conditions hereof, at each Closing payment of the purchase price for the Shares sold
on such Closing Date shall be made by Federal Funds wire transfer, against delivery of such Shares, and such Shares shall be registered
in such name or names and shall be in such denominations, as the Placement Agent may request at least one business day before the time
of purchase (as defined below).
Deliveries
of the documents with respect to the purchase of the Shares, if any, shall be made at the offices of Placement Agent Counsel. All actions
taken at a Closing shall be deemed to have occurred simultaneously.
Section
4. Covenants and Agreements of the Company. The Company further covenants and agrees with the Placement Agent as follows:
(a)
Registration Statement Matters. The Company will advise the Placement Agent promptly after it receives notice thereof of the time
when any amendment to the Registration Statement has been filed or becomes effective or any supplement to any Prospectus or any amended
Prospectus has been filed and will furnish the Placement Agent with copies thereof. The Company will file promptly all reports and any
definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 14 or 15(d)
of the Exchange Act subsequent to the date of any Prospectus and for so long as the delivery of a prospectus is required in connection
with the Offering. The Company will advise the Placement Agent, promptly after it receives notice thereof (i) of any request by the Commission
to amend the Original Registration Statement or to amend or supplement any Prospectus or for additional information, and (ii) of the
issuance by the Commission of any stop order suspending the effectiveness of the Original Registration Statement or any post-effective
amendment thereto or any order directed at any Incorporated Document, if any, or any amendment or supplement thereto or any order preventing
or suspending the use of the Preliminary Prospectus or any Prospectus or any amendment or supplement thereto or any post-effective amendment
to the Registration Statement, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the
institution or threatened institution of any proceeding for any such purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or a Prospectus or for additional information. The Company shall use its best efforts to
prevent the issuance of any such stop order or prevention or suspension of such use. If the Commission shall enter any such stop order
or order or notice of prevention or suspension at any time, the Company will use its best efforts to obtain the lifting of such order
at the earliest possible moment, or will file a new registration statement and use its best efforts to have such new registration statement
declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b),
430A, 430B and 430C, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and
will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) are received in a timely manner
by the Commission.
(b)
Blue Sky Compliance. The Company will cooperate with the Placement Agent and the Investors in endeavoring to qualify the Shares
for sale under the securities laws of such jurisdictions (United States and foreign) as the Placement Agent and the Investors may reasonably
request and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose,
provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in
any jurisdiction where it is not now so qualified or required to file such a consent, and provided further that the Company shall not
be required to produce any new disclosure document other than a Prospectus. The Company will, from time to time, prepare and file such
statements, reports and other documents as are or may be required to continue such qualifications in effect for so long a period as the
Placement Agent may reasonably request for distribution of the Shares. The Company will advise the Placement Agent promptly of the suspension
of the qualification or registration of (or any such exemption relating to) the Shares for offering, sale or trading in any jurisdiction
or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification,
registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
(c)
Amendments and Supplements to a Prospectus and Other Matters. The Company will comply with the Securities Act and the Exchange
Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Shares as
contemplated in this Agreement, the Incorporated Documents (if any) and any Prospectus. If during the period in which a prospectus is
required by law to be delivered in connection with the distribution of Shares contemplated by the Registration Statement or any Prospectus
(the “Prospectus Delivery Period”), any event shall occur as a result of which, in the judgment of the Company or
in the opinion of the Placement Agent or counsel for the Placement Agent, it becomes necessary to amend or supplement the Registration
Statement or any Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, as
the case may be, not misleading, or if it is necessary at any time to amend or supplement the Registration Statement or any Prospectus
or to comply with any law, the Company will promptly prepare and file with the Commission, and furnish at its own expense to the Placement
Agent and to dealers, an appropriate amendment to the Registration Statement or supplement to the Registration Statement, the Incorporated
Documents (if any) or any Prospectus that is necessary in order to make the statements in the Registration Statement and any Prospectus
as so amended or supplemented, in the light of the circumstances under which they were made, as the case may be, not misleading, or so
that the Registration Statement, the Incorporated Documents (if any) or any Prospectus, as so amended or supplemented, will comply with
law. Before amending the Registration Statement or supplementing the Incorporated Documents or any Prospectus in connection with the
Offering, the Company will furnish the Placement Agent with a copy of such proposed amendment or supplement and will not file any such
amendment or supplement to which the Placement Agent reasonably objects.
(d)
Copies of any Amendments and Supplements to a Prospectus. The Company will furnish the Placement Agent, without charge, during
the period beginning on the date hereof and ending on the later of the last Closing Date of the Offering, as many copies of the Registration
Statement and any Prospectus and any amendments and supplements thereto (including any Incorporated Documents, if any) as the Placement
Agent may reasonably request.
(e)
Free Writing Prospectus. The Company covenants that it will not, unless it obtains the prior written consent of the Placement
Agent, make any offer relating to the Shares that would constitute a Company Free Writing Prospectus or that would otherwise constitute
a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Company with
the Commission or retained by the Company under Rule 433 of the Securities Act. In the event that the Placement Agent expressly consents
in writing to any such free writing prospectus (a “Permitted Free Writing Prospectus”), the Company covenants that
it shall (i) treat each Permitted Free Writing Prospectus as a Company Free Writing Prospectus, and (ii) comply with the requirements
of Rule 164 and 433 of the Securities Act applicable to such Permitted Free Writing Prospectus, including in respect of timely filing
with the Commission, legending and record keeping.
(f)
Transfer Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Ordinary Shares.
(g)
[Reserved].
(h)
Periodic Reporting Obligations. During the Prospectus Delivery Period, the Company will duly file, on a timely basis, with the
Commission and the Trading Market all reports and documents required to be filed under the Exchange Act within the time periods and in
the manner required by the Exchange Act.
(i)
Additional Documents. The Company will enter into any subscription, purchase or other customary agreements as the Placement
Agent or the Investors deem necessary or appropriate to consummate the Offering, all of which will be in form and substance reasonably
acceptable to the Placement Agent and the Investors. The Company agrees that the Placement Agent may rely upon, and each is a third party
beneficiary of, the representations and warranties, and applicable covenants, set forth in any such purchase, subscription or other agreement
with Investors in the Offering.
(j)
No Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in,
or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities
of the Company.
(k)
Acknowledgment. The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the benefit
and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to, without the Placement
Agent’s prior written consent.
(l)
Announcement of Offering. The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing, make public
its involvement with the Offering.
(m)
Reliance on Others. The Company confirms that it will rely on its own counsel and accountants for legal and accounting advice.
(n)
Research Matters. By entering into this Agreement, the Placement Agent does not
provide any promise, either explicitly or implicitly, of favorable or continued research coverage of the Company and the Company hereby
acknowledges and agrees that the Placement Agent’s selection as a placement agent for the Offering was in no way conditioned, explicitly
or implicitly, on the Placement Agent providing favorable or any research coverage of the Company. In accordance with FINRA Rule 2711(e),
the parties acknowledge and agree that the Placement Agent has not directly or indirectly offered favorable research, a specific rating
or a specific price target, or threatened to change research, a rating or a price target, to the Company or inducement for the receipt
of business or compensation.
(o)
Subsequent Equity Sales.
(i)
From the date hereof until three (3) months after the Closing Date, neither the Company nor any Subsidiary shall (i) issue, enter into
any agreement to issue or announce the issuance or proposed issuance of any Ordinary Share or Ordinary Share Equivalents or (ii) file
any registration statement or amendment or supplement thereto, other than the Prospectus or filing a registration statement on Form S-8
in connection with any employee benefit plan, in each case without prior written consent of the Placement Agent.
(ii)
From the date hereof until three (3) months after the Closing Date, the Company shall be prohibited from effecting or entering into an
agreement to effect any issuance by the Company or any of its Subsidiaries of Ordinary Share or Ordinary Share Equivalents (or a combination
of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company
(i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to
receive additional Ordinary Shares 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 or (ii) enters into, or effects a transaction under, any agreement,
including, but not limited to, an equity line of credit or an “at-the-market offering”, whereby the Company may issue securities
at a future determined price. Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance,
which remedy shall be in addition to any right to collect damages.
(iii)
Notwithstanding the foregoing, this Section 4(o) shall not apply (i) in respect of an Exempt Issuance, except that no Variable Rate Transaction
shall be an Exempt Issuance. An “Exempt Issuance” means the issuance of (a) shares of 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, (b) securities upon the exercise or exchange of or conversion of securities exercisable
or exchangeable for or convertible into shares of 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 carry no registration rights that require or permit the filing of any registration statement in connection therewith during
the prohibition period in Section 4(o) herein, and provided that any such issuance shall only be to a Person (or to the equity holders
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.
(p)
Lock-Up Agreements. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except
to extend the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If
any party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its best efforts to seek
specific performance of the terms of such Lock-Up Agreement.
(q)
FINRA. The Company shall advise the Placement Agent (who shall make an appropriate filing with FINRA) if it is aware that any
officer, director, 10% or greater shareholder of the Company or Person that received the Company’s unregistered equity securities
in the past 180 days is or becomes an affiliate or associated person of a FINRA member firm prior to the earlier of the termination of
this Agreement or the 60-day period after the Effective Date.
Section
5. Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the
accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date
hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations
hereunder on and as of such dates, and to each of the following additional conditions:
(a)
Accountants’ Comfort Letter. On the date hereof, the Placement Agent shall have received, and the Company shall have caused
to be delivered to the Placement Agent, a letter from WWC, P.C. (the independent registered public accounting firm of the Company), addressed
to the Placement Agent, dated as of the date hereof, in form and substance satisfactory to the Placement Agent. The letter shall not
disclose any change in the condition (financial or other), earnings, operations, business or prospects of the Company from that set forth
in the Registration Statement or the applicable Prospectus, which, in the Placement Agent’s sole judgment, is material and adverse
and that makes it, in the Placement Agent’s sole judgment, impracticable or inadvisable to proceed with the Offering of the Shares
as contemplated by such Prospectus.
(b)
Compliance with Registration Requirements; No Stop Order; No Objection from the FINRA. Each Prospectus (in accordance with Rule
424(b)) and “free writing prospectus” (as defined in Rule 405 of the Securities Act), if any, shall have been duly
filed with the Commission, as appropriate; no stop order suspending the effectiveness of the Registration Statement or any part thereof
shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no order preventing
or suspending the use of any Prospectus shall have been issued and no proceeding for that purpose shall have been initiated or threatened
by the Commission; no order having the effect of ceasing or suspending the distribution of the Shares or any other securities of the
Company shall have been issued by any securities commission, securities regulatory authority or stock exchange and no proceedings for
that purpose shall have been instituted or shall be pending or, to the knowledge of the Company, contemplated by any securities commission,
securities regulatory authority or stock exchange; all requests for additional information on the part of the Commission shall have been
complied with; and the FINRA shall have raised no objection to the fairness and reasonableness of the placement terms and arrangements.
(c)
Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement
and each Prospectus, and the registration, sale and delivery of the Shares, shall have been completed or resolved in a manner reasonably
satisfactory to the Placement Agent’s counsel, and such counsel shall have been furnished with such papers and information as it
may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.
(d)
No Material Adverse Change. Subsequent to the execution and delivery of this Agreement and prior to each Closing Date, in the
Placement Agent’s sole judgment after consultation with the Company, there shall not have occurred any Material Adverse Effect
or any material adverse change or development involving a prospective material adverse change in the condition or the business activities,
financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and
Prospectus (“Material Adverse Change”).
(e)
Opinion of Counsels for the Company. The Placement Agent shall have received on each Closing Date the favorable opinions of US
legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed to
the Placement Agent and in form and substance satisfactory to the Placement Agent and the favorable opinions of the Company’s Cayman
counsel, Malaysian counsel, and Singapore counsel.
(f)
Officers’ Certificate. The Placement Agent shall have received on each Closing Date a certificate of the Company, dated
as of such Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect that, and the
Placement Agent shall be satisfied that, the signers of such certificate have reviewed the Registration Statement, the Incorporated Documents
(if any), any Prospectus, and this Agreement and to the further effect that:
(i)
The representations and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date,
and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or
prior to such Closing Date;
(ii)
No stop order suspending the effectiveness of the Original Registration Statement or the use of the Preliminary Prospectus or any Prospectus
has been issued and no proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened
under the Securities Act; no order having the effect of ceasing or suspending the distribution of the Securities or any other securities
of the Company has been issued by any securities commission, securities regulatory authority or stock exchange in the United States and
no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, contemplated by any securities
commission, securities regulatory authority or stock exchange in the United States;
(iii)
When the Registration Statement became effective, at the time of sale, and at all times subsequent thereto up to the delivery of such
certificate, the Registration Statement and the Incorporated Documents, if any, when such documents became effective or were filed with
the Commission, contained all material information required to be included therein by the Securities Act and the Exchange Act and the
applicable rules and regulations of the Commission thereunder, as the case may be, and in all material respects conformed to the requirements
of the Securities Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be,
and the Registration Statement and the Incorporated Documents, if any, did not and do not include any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading (provided, however, that the preceding representations and warranties contained
in this paragraph (iii) shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished
in writing to the Company by the Placement Agent expressly for use therein) and, since the effective date of the Registration Statement,
there has occurred no event required by the Securities Act and the rules and regulations of the Commission thereunder to be set forth
in the Registration Statement which has not been so set forth; and
(iv)
Subsequent to the respective dates as of which information is given in the Registration Statement, the Incorporated Documents (if any)
and any Prospectus, there has not been: (a) any Material Adverse Change; (b) any transaction that is material to the Company and the
Subsidiaries taken as a whole, except transactions entered into in the ordinary course of business; (c) any obligation, direct or contingent,
that is material to the Company and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary, except obligations
incurred in the ordinary course of business; (d) any material change in the capital stock (except changes thereto resulting from the
exercise of outstanding stock options or warrants) or outstanding indebtedness of the Company or any Subsidiary; (e) any dividend or
distribution of any kind declared, paid or made on the capital stock of the Company; or (f) any loss or damage (whether or not insured)
to the property of the Company or any Subsidiary which has been sustained or will have been sustained which has a Material Adverse Effect.
(g)
Bring-down Comfort Letter. On each Closing Date, the Placement Agent shall have received from WWC, P.C., or such other
independent registered public accounting firm of the Company, a letter dated as of such Closing Date, in form and substance satisfactory
to the Placement Agent, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (a) of this
Section 5, except that the specified date referred to therein for the carrying out of procedures shall be no more than two business days
prior to such Closing Date.
(h)
Stock Exchange Listing. The Ordinary Shares shall be registered under the Exchange Act and shall be listed on the Trading Market,
and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration
of the Ordinary Shares under the Exchange Act or delisting or suspending from trading the Ordinary Shares from the Trading Market, nor
shall the Company have received any information suggesting that the Commission or the Trading Market is contemplating terminating such
registration or listing.
(i)
Lock-Up Agreements. On the Closing Date, the Placement Agent shall have received the executed lock-up agreement, in the form attached
hereto as Exhibit A, from each of the directors and officers of the Company.
(j)
Additional Documents. On or before each Closing Date, the Placement Agent and counsel for the Placement Agent shall have received
such information and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of
the Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction
of any of the conditions or agreements, herein contained, provided however that such request shall be made at least three (3) business
days in such applicable jurisdiction in advance.
If
any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by
the Placement Agent by notice to the Company at any time on or prior to a Closing Date, which termination shall be without liability
on the part of any party to any other party, except that Section 6 (Payment of Expenses), Section 7 (Indemnification and Contribution)
and Section 8 (Representations and Indemnities to Survive Delivery) shall at all times be effective and shall survive such termination.
Section
6. Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with the performance
of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) all expenses
incident to the issuance, delivery and qualification of the Shares (including all printing and engraving costs); (ii) all fees and expenses
of the registrar and transfer agent of the Ordinary Shares; (iii) all necessary issue, transfer and other stamp taxes in connection with
the issuance and sale of the Shares; (iv) all fees and expenses of the Company’s counsel, independent public or certified public
accountants and other advisors; (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and
distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts),
the Preliminary Prospectus and each Prospectus, and all amendments and supplements thereto, and this Agreement; (vi) all filing fees,
reasonable attorneys’ fees and expenses incurred by the Company or the Placement Agent in connection with qualifying or registering
(or obtaining exemptions from the qualification or registration of) all or any part of the Shares for offer and sale under the state
securities or blue sky laws or the securities laws of any other country, and, if requested by the Placement Agent, preparing and printing
a “Blue Sky Survey,” an “International Blue Sky Survey” or other memorandum, and any supplements
thereto, advising the Placement Agent of such qualifications, registrations and exemptions; (vii) if applicable, the filing fees incident
to the review and approval by the FINRA of the Placement Agent’s participation in the offering and distribution of the Shares;
(viii) the fees and expenses associated with including the Shares on the Trading Market; (ix) all costs and expenses incident to the
travel and accommodation of the Company’s and the Placement Agent’s employees on the “roadshow,” if any;
and (x) all other fees, costs and expenses referred to in Part II of the Registration Statement.
Section
7. Indemnification and Contribution.
(a)
The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling the Placement Agent
(within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its
affiliates and each such controlling person (the Placement Agent, and each such entity or person. an “Indemnified Person”)
from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”),
and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of one counsel for
all Indemnified Persons, except as otherwise expressly provided herein) (collectively, the “Expenses”) as they are
incurred by an Indemnified Person in investigating, preparing, pursuing or defending any Actions, whether or not any Indemnified Person
is a party thereto, (i) caused by, or arising out of or in connection with, any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or by any omission or alleged omission to state therein a material fact necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading (other than untrue statements or alleged
untrue statements in, or omissions or alleged omissions from, information relating to an Indemnified Person furnished in writing by or
on behalf of such Indemnified Person expressly for use in the Incorporated Documents, if any) or (ii) otherwise arising out of or in
connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions
contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services or transactions;
provided, however, that, in the case of clause (ii) only, the Company shall not be responsible for any Liabilities or Expenses
of any Indemnified Person that are finally judicially determined to have resulted solely from such Indemnified Person’s (x) gross
negligence or willful misconduct in connection with any of the advice, actions, inactions or services referred to above or (y) use of
any offering materials or information concerning the Company in connection with the offer or sale of the Shares in the Offering which
were not authorized for such use by the Company and which use constitutes gross negligence or willful misconduct. The Company also agrees
to reimburse each Indemnified Person for all Expenses as they are incurred in connection with enforcing such Indemnified Person’s
rights under this Agreement.
(b)
Upon receipt by an Indemnified Person of actual notice of an Action against such Indemnified Person with respect to which indemnity may
be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure by any Indemnified
Person so to notify the Company shall not relieve the Company from any liability which the Company may have on account of this indemnity
or otherwise to such Indemnified Person, except to the extent the Company shall have been prejudiced by such failure. The Company shall,
if requested by the Placement Agent, assume the defense of any such Action including the employment of counsel reasonably satisfactory
to the Placement Agent, which counsel may also be counsel to the Company. Any Indemnified Person shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Person unless: (i) the Company has failed promptly to assume the defense and employ counsel or (ii) the named parties
to any such Action (including any impeded parties) include such Indemnified Person and the Company, and such Indemnified Person shall
have been advised in the reasonable opinion of counsel that there is an actual conflict of interest that prevents the counsel selected
by the Company from representing both the Company (or another client of such counsel) and any Indemnified Person; provided that the Company
shall not in such event be responsible hereunder for the fees and expenses of more than one firm of separate counsel for all Indemnified
Persons in connection with any Action or related Actions, in addition to any local counsel. The Company shall not be liable for any settlement
of any Action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without
the prior written consent of the Placement Agent (which shall not be unreasonably withheld), settle, compromise or consent to the entry
of any judgment in or otherwise seek to terminate any pending or threatened Action in respect of which indemnification or contribution
may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination
includes an unconditional release of each Indemnified Person from all Liabilities arising out of such Action for which indemnification
or contribution may be sought hereunder. The indemnification required hereby shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.
(c)
In the event that the foregoing indemnity is unavailable to an Indemnified Person other than in accordance with this Agreement, the Company
shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate to reflect
(i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified Person, on the other
hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding clause is not permitted
by applicable law, not only such relative benefits but also the relative fault of the Company, on the one hand, and the Placement Agent
and any other Indemnified Person, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate,
as well as any other relevant equitable considerations; provided that in no event shall the Company contribute less than the amount necessary
to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess of the amount of
fees actually received by the Placement Agent pursuant to this Agreement. For purposes of this paragraph, the relative benefits to the
Company, on the one hand, and to the Placement Agent on the other hand, of the matters contemplated by this Agreement shall be deemed
to be in the same proportion as (a) the total value paid or contemplated to be paid to or received or contemplated to be received by
the Company in the transaction or transactions that are within the scope of this Agreement, whether or not any such transaction is consummated,
bears to (b) the fees paid to the Placement Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation
within the meaning of Section 11(f) of the Securities Act, as amended, shall be entitled to contribution from a party who was not guilty
of fraudulent misrepresentation.
(d)
The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise)
to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement,
the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services
or transactions except for Liabilities (and related Expenses) of the Company that are finally judicially determined to have resulted
solely from such Indemnified Person’s gross negligence or willful misconduct in connection with any such advice, actions, inactions
or services.
(e)
The reimbursement, indemnity and contribution obligations of the Company set forth herein shall apply to any modification of this Agreement
and shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person’s services
under or in connection with, this Agreement.
Section
8. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other
statements of the Company or any person controlling the Company, of its officers, and of the Placement Agent set forth in or made pursuant
to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent,
the Company, or any of its or their partners, officers or directors or any controlling person, as the case may be, and will survive delivery
of and payment for the Shares sold hereunder and any termination of this Agreement. A successor to a Placement Agent, or to the Company,
its directors or officers or any person controlling the Company, shall be entitled to the benefits of the indemnity, contribution and
reimbursement agreements contained in this Agreement.
Section
9. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered, telecopied or e-mailed and confirmed
to the parties hereto as follows:
If
to the Placement Agent to the address set forth above, attention: James Siegel, e-mail: jsiegel@maximgrp.com
With
a copy to:
Ellenoff
Grossman & Schole LLP
1345
Avenue of the Americas, 11th Floor
New
York, New York 10105
E-Mail:
mbernstein@egsllp.com
Attention:
Matthew Bernstein
If
to the Company:
Ohmyhome
Limited
11
Lorong 3 Toa Payoh,
Block
B #04-16/21, Jackson Square
Singapore
319579
Attention:
Rhonda Wong, CEO
Email:
rhonda@ohmyhome.com
With
a copy to:
Ortoli
Rosenstadt LLP
366
Madison Ave, 3rd floor
New
York, New York 10017
Attention:
Mengyi “Jason” Ye
Email:
jye@orllp.legal
Any
party hereto may change the address for receipt of communications by giving written notice to the others.
Section
10. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees,
officers and directors and controlling persons referred to in Section 7 hereof, and to their respective successors, and personal representative,
and no other person will have any right or obligation hereunder.
Section
11. Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not
affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of
this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and
only such minor changes) as are necessary to make it valid and enforceable.
Section
12. Governing Law Provisions. This Agreement shall be deemed to have been made and delivered in New York City and both this engagement
letter and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect and in all other
respects by the internal laws of the State of New York, without regard to the conflict of laws principles thereof. Each of the Placement
Agent and the Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to this engagement letter and/or
the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United
States District Court for the Southern District of New York, (ii) waives any objection which it may have or hereafter to the venue of
any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the New York Supreme Court, County of New
York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the
Placement Agent and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such
suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern
District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address shall
be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process
upon the Placement Agent mailed by certified mail to the Placement Agent’s address shall be deemed in every respect effective service
process upon the Placement Agent, in any such suit, action or proceeding. Notwithstanding any provision of this engagement letter to
the contrary, the Company agrees that neither the Placement Agent nor its affiliates, and the respective officers, directors, employees,
agents and representatives of the Placement Agent, its affiliates and each other person, if any, controlling the Placement Agent or any
of its affiliates, shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection
with the engagement and transaction described herein except for any such liability for losses, claims, damages or liabilities incurred
by us that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities.
If either party shall commence an action or proceeding to enforce any provision of this Agreement, then the prevailing party in such
action or proceeding shall be reimbursed by the other party for its reasonable attorney’s fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or proceeding.
Section
13. General Provisions.
(a)
This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous
oral agreements, understandings and negotiations with respect to the subject matter hereof. Notwithstanding anything herein to the contrary,
the Engagement Agreement, dated June 28, 2023, and the amendment dated December 31, 2023 (collectively, the “Engagement Agreement”),
between the Company and the Placement Agent, shall continue to be effective and the terms therein shall continue to survive and be enforceable
by the Placement Agent in accordance with its terms, provided that, in the event of a conflict between the terms of the Engagement Agreement
and this Agreement, the terms of this Agreement shall prevail. This Agreement may be executed in two or more counterparts, each one of
which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement
may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived
unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the
parties only and shall not affect the construction or interpretation of this Agreement.
(b)
The Company acknowledges that in connection with the offering of the Shares: (i) the Placement Agent has acted at arms length, are not
agents of, and owe no fiduciary duties to the Company or any other person, (ii) the Placement Agent owes the Company only those duties
and obligations set forth in this Agreement and (iii) the Placement Agent may have interests that differ from those of the Company. The
Company waives to the full extent permitted by applicable law any claims it may have against the Placement Agent arising from an alleged
breach of fiduciary duty in connection with the offering of the Shares
[The
remainder of this page has been intentionally left blank.]
If
the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all
counterparts hereof, shall become a binding agreement in accordance with its terms.
| |
Very
truly yours, |
| |
|
|
| |
Ohmyhome
Limited, |
| |
a
Cayman Islands corporation |
| |
|
|
| |
By:
|
/s/Rhonda
Wong |
| |
Name:
|
Rhonda
Wong |
| |
Title:
|
Director
and CEO |
The
foregoing Placement Agency Agreement is hereby confirmed and accepted as of the date first above written.
| MAXIM
GROUP LLC |
| |
|
|
| By:
|
/s/
Cliff Teller |
|
| Name:
|
Cliff
Teller |
|
| Title:
|
Co-President |
|
Exhibit
10.2
Exhibit
A
LOCK-UP
AGREEMENT
Ohmyhome
Limited
| |
Re: |
Securities
Purchase Agreement, dated as of February ___, 2024 (the “Purchase Agreement”), Ohmyhome Limited, a company incorporated
under the laws of the Cayman Islands (the “Company”) and the purchasers signatory thereto (each, a “Purchaser”
and, collectively, the “Purchasers”) |
Ladies
and Gentlemen:
Defined
terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in
the Purchase Agreement. Pursuant to Section 2.2(v) of the Purchase Agreement and in satisfaction of a condition of the Company’s
obligations under the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until six (6)
months after the Closing Date (such period, the “Restriction Period”), the undersigned will not offer, sell, contract
to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected
to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by
the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned),
directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within
the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to,
any Ordinary Shares of the Company or securities convertible, exchangeable or exercisable into, Ordinary Shares of the Company beneficially
owned, held or hereafter acquired by the undersigned (the “Securities”) or make any demand for or exercise any right
or cause to be filed a registration, including any amendments thereto, with respect to the registration of any Ordinary shares or Ordinary
Share Equivalents or publicly disclose the intention to do any of the foregoing. Beneficial ownership shall be calculated in accordance
with Section 13(d) of the Exchange Act. The undersigned acknowledges that the Company shall provide written notice to the transfer agent
of the Company to inform them of the Restriction Period, which written notice shall include notification by email. In order to enforce
this covenant, the Company shall impose irrevocable stop-transfer instructions preventing the transfer agent of the Company from effecting
any actions in violation of this Letter Agreement.
Notwithstanding
the foregoing, and subject to the conditions below, the undersigned may transfer the Securities provided that (1) the Company receives
a signed lock-up letter agreement (in the form of this Letter Agreement) for the balance of the Restriction Period from each donee, trustee,
distributee, or transferee, as the case may be, prior to such transfer (2) any such transfer shall not involve a disposition for value,
(3) such transfer is not required to be reported with the Securities and Exchange Commission in accordance with the Exchange Act and
no report of such transfer shall be made voluntarily, and (4) neither the undersigned nor any donee, trustee, distributee or transferee,
as the case may be, otherwise voluntarily effects any public filing or report regarding such transfers, with respect to transfer:
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i) |
as
a bona fide gift or gifts; |
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ii) |
to
any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the
undersigned (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage
or adoption, not more remote than first cousin); |
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iii) |
to
any corporation, partnership, limited liability company, or other business entity all of the equity holders of which consist of the
undersigned and/or the immediate family of the undersigned; |
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iv) |
if
the undersigned is a corporation, partnership, limited liability company, trust or other business entity (a) to another corporation,
partnership, limited liability company, trust or other business entity that is an Affiliate of the undersigned or (b) in the form
of a distribution to limited partners, limited liability company members or stockholders of the undersigned; |
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v) |
if
the undersigned is a trust, to the beneficiary of such trust; or |
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vi) |
by
will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate
family of the undersigned. |
In
addition, notwithstanding the foregoing, this Letter Agreement shall not restrict the delivery of Ordinary Shares to the undersigned
upon (i) exercise any options granted under any employee benefit plan of the Company; provided that any Ordinary Shares or Securities
acquired in connection with any such exercise will be subject to the restrictions set forth in this Letter Agreement, or (ii) the exercise
of warrants; provided that such Ordinary Shares delivered to the undersigned in connection with such exercise are subject to the restrictions
set forth in this Letter Agreement.
Furthermore,
the undersigned may enter into any new plan established in compliance with Rule 10b5-1 of the Exchange Act; provided that (i) such plan
may only be established if no public announcement or filing with the Securities and Exchange Commission, or other applicable regulatory
authority, is made in connection with the establishment of such plan during the Restriction Period and (ii) no sale of Ordinary Shares
are made pursuant to such plan during the Restriction Period.
The
undersigned acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to each Purchaser
to complete the transactions contemplated by the Purchase Agreement and the Company shall be entitled to specific performance of the
undersigned’s obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute,
deliver and perform this Letter Agreement, that the undersigned has received adequate consideration therefor and that the undersigned
will indirectly benefit from the closing of the transactions contemplated by the Purchase Agreement.
This
Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company and the undersigned.
This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles
of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting
in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action
or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action
or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding
is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by receiving a copy thereof
sent to the Company at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands
that this Letter Agreement does not intend to create any relationship between the undersigned and any Purchaser and that no Purchaser
is entitled to cast any votes on the matters herein contemplated and that no issuance or sale of the Securities is created or intended
by virtue of this Letter Agreement.
This
Letter Agreement shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor
or assign shall enter into a similar agreement for the benefit of the Purchasers.
***
SIGNATURE PAGE FOLLOWS***
This
Letter Agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.
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Name |
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in Company, if any |
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| Address
for Notice: |
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| Number
of Ordinary Shares |
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| Number
of Ordinary Shares underlying subject to warrants, options, debentures or other convertible securities |
By
signing below, the Company agrees to enforce the restrictions on transfer set forth in this Letter Agreement.
| OHMYHOME
LIMITED |
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| By:
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| Name:
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| Title:
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Exhibit
99.1
Ohmyhome
Announces Pricing of Upsized $4.8 Million Public Offering of Ordinary Shares
Singapore,
Feb. 13, 2024 (GLOBE NEWSWIRE) — Ohmyhome Ltd. (NASDAQ: OMH, “Ohmyhome”), a one-stop-shop property technology platform
providing end-to-end property solutions and services to buy, sell, rent, and renovate homes, as well as property management services
for condominiums in Singapore, today announced the pricing of its upsized public offering of 3,555,555 ordinary shares at a public offering
price of $1.35 per ordinary share.
Gross
proceeds, before deducting placement agent fees and other offering expenses, are expected to be approximately $4.8 million. The offering
is expected to close on February 16, 2024, subject to customary closing conditions.
Maxim
Group LLC is acting as sole placement agent in connection with this offering.
The
securities described above are being offered pursuant to a registration statement on Form F-1, as amended (File No. 333-275987) (the
“Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”)
on February 13, 2024. The offering is being made only by means of a prospectus which is a part of the Registration Statement. A preliminary
prospectus relating to the offering has been filed with the SEC. Copies of the final prospectus relating to this offering, when available,
will be filed with the SEC and may be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022, at (212) 895-3745.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor
shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About
Ohmyhome
Ohmyhome
is a one-stop-shop property technology platform in Singapore that provides end-to-end property solutions and services to buy, sell, rent,
and renovate homes, as well as property management services for condominiums in Singapore. Since its launch in 2016, Ohmyhome has transacted
over 14,500 properties, and has over 5,800 units under management as of June 30, 2023. It is also the highest-rated property transaction
platform, with more than 8,000 genuine reviews, and an average rating of 4.9 out of 5 stars.
Ohmyhome
is dedicated to bringing speed, ease, and reliability to property-related services and to becoming the most trusted and comprehensive
property solution for everyone.
For
more information, visit: https://ohmyhome.com/en-sg/
Safe
Harbor Statement
This
press release contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking
statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which
we derive from the information currently available to us. You can identify forward-looking statements by those that are not historical
in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,”
“contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,”
“potential,” or “hopes” or the negative of these or similar terms. In evaluating these forward-looking statements,
you should consider various factors, including: our ability to satisfy the closing conditions related to the offering, our ability to
change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment
of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement.
Forward-looking
statements are only predictions. The forward-looking events discussed in this press release and other statements made from time to time
by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties,
and assumptions about us. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties
and assumptions, the forward-looking events discussed in this press release and other statements made from time to time by us or our
representatives might not occur.
Contact
ir@ohmyhome.com
Exhibit
99.2
Ohmyhome
Announces Closing of Upsized $4.8 Million Public Offering of Ordinary Shares
Singapore,
Feb. 16, 2024 (GLOBE NEWSWIRE) — Ohmyhome Ltd. (NASDAQ: OMH, “Ohmyhome”), a one-stop-shop property technology platform
providing end-to-end property solutions and services to buy, sell, rent, and renovate homes, as well as property management services
for condominiums in Singapore, today announced the closing of its upsized public offering of 3,555,555 ordinary shares at a public offering
price of $1.35 per ordinary share.
Gross
proceeds, before deducting placement agent fees and other offering expenses, were approximately $4.8 million.
Maxim
Group LLC acted as sole placement agent in connection with this offering.
The
securities described above were offered pursuant to a registration statement on Form F-1, as amended (File No. 333-275987) (the “Registration
Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”) on February 13, 2024.
The offering was made only by means of a prospectus which is a part of the Registration Statement. A final prospectus relating to the
offering has been filed with the SEC. Copies may be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022, at
(212) 895-3745.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor
shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About
Ohmyhome
Ohmyhome
is a one-stop-shop property technology platform in Singapore that provides end-to-end property solutions and services to buy, sell, rent,
and renovate homes, as well as property management services for condominiums in Singapore. Since its launch in 2016, Ohmyhome has transacted
over 14,500 properties, and has over 5,800 units under management as of June 30, 2023. It is also the highest-rated property transaction
platform, with more than 8,000 genuine reviews, and an average rating of 4.9 out of 5 stars.
Ohmyhome
is dedicated to bringing speed, ease, and reliability to property-related services and to becoming the most trusted and comprehensive
property solution for everyone.
For
more information, visit: https://ohmyhome.com/en-sg/
Safe
Harbor Statement
This
press release contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking
statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which
we derive from the information currently available to us. You can identify forward-looking statements by those that are not historical
in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,”
“contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,”
“potential,” or “hopes” or the negative of these or similar terms. In evaluating these forward-looking statements,
you should consider various factors, including: our ability to
change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment
of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement.
Forward-looking
statements are only predictions. The forward-looking events discussed in this press release and other statements made from time to time
by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties,
and assumptions about us. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties
and assumptions, the forward-looking events discussed in this press release and other statements made from time to time by us or our
representatives might not occur.
Contact
ir@ohmyhome.com
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