Amendment No. 2 to the Merger Agreement dated October 27, 2023 by and among Nova Vision Acquisition Corp, Real Messenger Corporation, RM2 Limited and Real Messenger Holdings Limited

Exhibit 10.1

EXECUTION VERSION

AMENDMENT No. 2 TO AGREEMENT AND PLAN OF MERGER

This Amendment No. 2 dated as of October 27, 2023 ( “Amendment 2”) is to amend the Agreement and Plan of Merger (the “Original Merger Agreement”) which was made and entered into as of March 27, 2023, and modified by a Joinder Agreement dated as of June 29, 2023 (the “Joinder”), and amended by Amendment 1 to the Original Merger Agreement dated as of August 15, 2023 (“Amendment 1”), by and among Nova Vision Acquisition Corp., a British Virgin Islands business company (“Parent”), Real Messenger Holdings Limited a Cayman Islands exempted company (the “Company”), Real Messenger Corporation, a Cayman Islands exempted company and wholly owned subsidiary of the Parent (“Purchaser”) and RM2 Limited, a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (“Merger Sub”). The Original Merger Agreement as amended by the Joinder and by Amendment 1 is referred to herein as the “Existing Merger Agreement.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Existing Merger Agreement.

Recitals

WHEREAS, pursuant to Section 13.2(a) of the Existing Merger Agreement, the Existing Merger Agreement may be amended by a writing signed by each of the Purchaser Parties and the Company; and

WHEREAS, the Purchaser Parties and the Company desire to amend the Existing Merger Agreement to reflect the changes agreed between the parties and to clarify certain terms and conditions set forth therein.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Amendment of Certain Provisions.

(a) Definitions: The following definitions in Article I are amended as follows:

The following defined term “Convertible Notes” is hereby added to Article I:

“ ‘Convertible Notes’ means the Company’s Note Series 2023A Notes dated as of October 4, 2023, in the aggregate principal amount of up to $20,000,000, which are automatically convertible into Company Class A Purchaser Ordinary Shares immediately prior to the Closing at a rate of one (1) Company Class A Purchaser Ordinary Share for every $10.00 principal amount of such notes, for an aggregate of 500,000 Class A Purchaser Shares upon their full conversion. As of October 27, 2023, the aggregate amount of Convertible Notes issued and outstanding is $5,000,000.”

The defined term “Closing Payment Shares” is hereby amended in its entirety to read as follows:

“ ‘Closing Payment Shares’ means Four Million Five Hundred Fifty Thousand (4,550,000) Purchaser Ordinary Shares, valued at $10.00 per share.”

The defined term “Merger Consideration” is hereby amended in its entirety to read as follows:

“ ‘Merger Consideration’ means Fifty Million Dollars ($50,000,000), in the form of Five Million (5,000,000) Purchaser Ordinary Shares valued at Ten Dollars ($10.00) each. All of the Merger Consideration will be payable (i) if to the Principal Shareholder, in Class B Purchaser Ordinary Shares, and (ii) if to any Shareholder other than the Principal Shareholder, in Class A Purchaser Ordinary Shares.”

The defined term “Principal Shareholder” is hereby amended in its entirety to read as follows:

“ ‘Principal Shareholder’ means Kwai Hoi Ma and/or any of his family members (and any corporation, trust or similar vehicle under their ownership or control or for their benefit, through which they own Company Class B Ordinary Shares) to which he may transfer any Company Class B Ordinary Shares.”

The defined term “Shareholder” is hereby amended in its entirety to read as follows:

“ ‘Shareholder’ means each holder of Company Ordinary Shares, and ‘Shareholders’ refers to all of them collectively. For purposes of this Agreement, holders of Convertible Notes will be deemed to have their Convertible Notes converted into Company Class A Ordinary Shares immediately prior to the Effective Time, and therefore will be “Shareholders” entitled to their pro rata share of the Merger Consideration.”

(b) Section 4.1(a):

Section 4.1(a) is hereby amended in its entirety to read as follows:

“4.1 Conversion of Shares.

(a) Conversion of Company Ordinary Shares. At the Effective Time, by virtue of the Acquisition Merger and without any action on the part of Parent, Purchaser, Merger Sub, the Company or the Shareholders, the Company Ordinary Shares (other than the Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be canceled and automatically converted into the right to receive, without interest, the applicable number of Purchaser Ordinary Shares for such number of Company Ordinary Shares as is specified in this Agreement and in Schedule A. The Merger Consideration shall be comprised of two elements, namely: (i) the Closing Payment Shares comprising Four Million Five Hundred Fifty Thousand (4,550,000) Purchaser Ordinary Shares, which shall be issued and paid to the Shareholders at the Closing; and (ii) an additional Four Hundred Fifty Thousand (450,000) Purchaser Ordinary Shares, which shall be issued to the Shareholders at the Closing and held back as security for the Company’s representations and warranties as further set forth in Article XI (the “Holdback Shares”). All Purchaser Ordinary Shares issued as Merger Consideration shall be valued at ten dollars ($10.00) per share.”

(c) Section 4.2(b):

Section 4.2(b) is hereby amended in its entirety to read as follows:

“(b): Issuance of Purchaser Ordinary Shares. As of the Closing Date, Purchaser shall issue an aggregate of five million (5,000,000) Purchaser Ordinary Shares (comprised of one million four hundred thousand (1,400,000) Class A Purchaser Ordinary Shares and three million six hundred thousand (3,600,000) Class B Purchaser Ordinary Shares as provided herein), which amount represents the sum of (i) the Closing Payment Shares (4,550,000) and (ii) the Holdback Shares (450,000). At the Closing, Purchaser shall deliver the Closing Payment Shares to the Shareholders (in such denominations and proportions as are provided in Schedule A) and shall retain the Holdback Shares (also referred to as the “Exchange Fund”). Purchaser shall pay all or a portion of the Holdback Shares in accordance with the terms of this Agreement. In the event that any Holdback Shares are surrendered back to Purchaser for indemnity obligations, the Holdback Shares so surrendered shall be cancelled by Purchaser. The Exchange Fund shall not be used for any other purpose other than as contemplated by this Agreement.”

(d) Section 5.5:

Section 5.5 is hereby amended in its entirety to read as follows:

“5.5 Capitalization.

(a) The authorized share capital of the Company is US$50,000.00 divided into 500,000,000 Company Ordinary Shares, comprised of 496,000,000 Class A Ordinary Shares, of which 1,000,000 are issued and outstanding as of the date hereof, and 4,000,000 Class B Ordinary Shares, of which 4,000,000 are issued and outstanding as of the date hereof. In addition, 500,000 Class A Ordinary Shares have been reserved for issuance upon the conversion of the Convertible Notes. All of the issued and outstanding Company Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable, and are not subject to any preemptive rights and have not been issued in violation of any preemptive or similar rights of any Person. As of the date hereof, all of the issued and outstanding Company Ordinary Shares are owned legally and beneficially by the Persons set forth on Part 1 of Schedule A, and immediately prior to the Closing, all of the issued and outstanding Company Ordinary Shares will be owned legally and beneficially by the Persons set forth on Part 2 of Schedule A, as the same may be amended no later than one Business Day prior to the Closing. The only Company Ordinary Shares that will be issued and outstanding immediately after the Closing will be the Company Ordinary Shares owned by Purchaser. Except for the Company Ordinary Shares, no other class in the share capital of the Company is or ever has been authorized or issued or outstanding.

(b) Except as set forth in Annex A, footnote 5, there are no (a) outstanding subscriptions, options, warrants, rights (including phantom stock rights), calls, commitments, understandings, conversion rights, rights of exchange, restricted stock agreements, plans or other agreements of any kind providing for the purchase, issuance or sale of any Company Ordinary Shares; or (b) to the knowledge of the Company, agreements with respect to any of the Company Ordinary Shares, including any voting trust, other voting agreement or proxy with respect thereto. The holders of the Convertible Notes, and their ownership thereof, are set forth on Annex A.”

(e) Section 9.5(a)(iii):

Section 9.5(a)(iii) is hereby amended in its entirety to read as follows:

“(iii) approval of an incentive plan for the employees of Purchaser, providing for a maximum number of Purchaser Ordinary Shares equal to twenty percent (20%) of the outstanding Purchaser Ordinary Shares as of the Closing (and after giving effect to shareholder redemptions), and to be effective as of the Closing and in a form to be agreed by the Parties in good faith,”

(f) Section 12.1(d)(i):

Section 12.1(d)(i) is hereby amended in its entirety to read as follows:

“(i) on or after December 31, 2023 (the “Outside Date”), if the Acquisition Merger shall not have been consummated prior to the Outside Date; provided, however, that the right to terminate this Agreement under this Section 12.1(d)(i) shall not be available to a Party if the failure of the Acquisition Merger to have been consummated on or before the Outside Date was due to such Party’s breach of or failure to perform any of its representations, warranties, covenants or agreements set forth in this Agreement; or”

(g) Schedule A:

Schedule A is hereby amended in its entirety to read as set forth in Annex A hereof.

2. Miscellaneous.

(a) Except as expressly provided in this Amendment, the Existing Merger Agreement shall remain in full force and effect, and all references to “this Agreement,” “herein” or using similar terms in the Existing Merger Agreement shall mean the Existing Merger Agreement as further amended by this Amendment. In the event of a conflict between the terms of this Amendment and the Existing Merger Agreement, the terms of this Amendment shall prevail over and supersede the conflicting terms in the Existing Merger Agreement.

(b) Section 9.6 (Confidentiality), Section 13.1 (Notices), Section 13.5 (Publicity), Section 13.8 (Governing Law), Section 13.9 (Waiver of Jury Trial), and Section 13.10 (Submission to Jurisdiction) of the Existing Merger Agreement shall apply to this Amendment mutatis mutandis as if set out herein.

(c) This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute but one and the same instrument. This Amendment will become effective when duly executed and delivered by each of the parties hereto. Counterpart signature pages to this Amendment may be delivered by electronic delivery (i.e., by email of a PDF signature page) and each such counterpart signature page will constitute an original for all purposes.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No 2. to be effective as of the date first written above.