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 April 2025
Commission File No. 001-42013
Junee Limited
(Translation of registrant’s name into English)
3791 Jalan Bukit Merah
#09-03 E-Centre @ Redhill
Singapore 159471
(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 ☐
Private Placement of Ordinary Shares of
Junee Limited (the “Company”) and Warrants
On March 18 and 19, 2025, the Company entered into
certain private placement subscription agreements (the “Agreements” and each an “Agreement”) with certain
investors (the “Purchasers” and each a “Purchaser”) for the purchase and sale of ordinary shares, no par
value per share (“Ordinary Shares”), and warrants to purchase Ordinary Shares (the “Purchaser
Warrants”).
Pursuant to the Agreement, each Purchaser has
agreed to subscribe for and purchase Ordinary Shares and Purchaser Warrants at a purchase price (the “Unit Price”) equal to
the Unit Price per Ordinary Share and 1/3 Purchaser Warrant, where “Unit Price” means 75% of the average closing price of
twenty (20) trading days immediately prior to the date of the Agreement. In the event that payment by the Purchaser is not received by
the Company within a set time period as stipulated in each Agreement, the Unit Price shall be adjusted to the average closing bid price
of twenty (20) trading days immediately prior to such date that full payment is to be made by the Purchaser.
There is no minimum required to close any subscription
under the offering. The securities issued in the private placement have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”), or any applicable state securities laws, and are therefore subject to restrictions on transfer. The
Ordinary Shares and Purchaser Warrants may not be offered or sold by the purchasers prior to the expiration of a six-month period from
the closing date, except in compliance with the safe harbor provisions of Regulation S under the Securities Act, pursuant to an effective
registration statement, or an available exemption from registration.
Pursuant to the Agreements, the Company sold
6,600,000 Ordinary Shares and 2,199,999 Purchaser Warrants, and received $22,152,900 in gross proceeds from such sale. The Company
plans to use the net proceeds from the private placement for the research and development as well as production of AI servers,
exploring investment opportunities in the AI sector, and supplementing the Company’s general working capital.
For more details of the transaction, please refer
to copies of the form of the Agreements and Purchaser Warrants, which are filed as exhibits to this report on Form 6-K and are incorporated
herein by reference.
EXHIBIT INDEX
SIGNATURE
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 hereunto duly authorized.
| Date: April 3, 2025 |
By: |
/s/
Yu, Chun Kit |
| |
Name: |
Yu, Chun Kit |
| |
Title |
Executive Director |
2
Exhibit 10.1
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
(the “Agreement”) is made this [*]th day of [*], 2025, among (i) Junee Limited (the “Company”), a British Virgin
Islands company, and (ii) each purchaser identified on the signature pages to this Agreement (each a “Purchaser” and collectively,
the “Purchasers”).
Purchase of Ordinary
Shares and Warrants
1.
Subscription
1.1 The
undersigned Purchasers (each a “Purchaser”) hereby subscribe for and agree to purchase from the Company for cash in US dollars,
or USD (the “Subscription Proceeds”, on the basis of the representations and warranties and subject to the terms and conditions
set forth herein, ordinary shares, no par value per share (the “Ordinary Shares”) and warrants of the Company, form of which
is attached here to as Exhibit A (the “Purchaser Warrants”) , and in an amount for subscription amount as set out on
each Subscriber’s signature page hereto (each such subscription an agreement to purchase being a “Subscription”) at
a purchase price equal to the Unit Price per Ordinary Share and 1/3 Purchaser Warrant (the “Purchaser Unit”). If purchased
in any other currency, the parties agree to use the exchange rate on the date of payment.
“Unit Price” shall
mean 75% of the average closing price of twenty (20) trading days immediately prior to the date of this Agreement. In the event that payment
by the Purchaser is not received by the Company within [*] business days from [*], the Unit Price shall be adjusted to the average closing
bid price of twenty (20) trading days immediately prior to such date that full payment is to be made by the Purchaser.
1.2 Subject
to the terms hereof, the Subscription will be effective upon its acceptance by the Company. The Purchasers acknowledge that there is no
minimum required to close any subscription under the offering.
2.
Payment
2.1 Each
Purchaser acknowledges and agrees that its commitment to purchase Ordinary Shares and Purchaser Warrants of the Company hereunder is and
shall be irrevocable upon delivery of the Subscription Proceeds and an executed counterpart original of this Subscription Agreement to
the Company. The Subscription Proceeds must accompany or precede this Subscription Agreement and shall be paid by wire transfer to the
following bank account.
Title of the Account: JUNEE LTD
Account #: 382-532-1-091-242-05
Beneficiary Bank: Bank of Communications
(Hong Kong) Limited
Swift Code: COMMHKHK
Bank Address: 20 Pedder Street,
Central, Hong Kong
3.
Deliveries at or Prior to Closing
3.1 Prior
to acceptance of this Subscription Agreement by the Company, each Purchaser must complete, sign and return to the Company an executed
copy of this Subscription Agreement and wire transfer the Subscription Proceeds as described in Section 2.1, above.
3.2 Each
Purchaser shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires,
notices and undertakings as may be required by regulatory authorities or by applicable law.
3.3 The
Company shall deliver to each Purchaser the following:
| (a) | at the Closing (as defined below), a counterpart of this Subscription Agreement, duly executed by an authorized
signatory of the Company; |
| (b) | Purchaser Warrants duly executed by an authorized signatory of the Company; |
| (c) | within 10 business days of the Closing Date (as defined below), a certificate or evidence of electronic
book entry representing the Ordinary Shares in the amount set forth on the signature page hereto. |
4.
Closing
4.1 Completion of the sale
of the Purchaser Units, including the payment of the subscription hereunder by the Purchaser, contemplated in this Subscription
Agreement (any such completion, a “Closing”) shall be no later than [*] business days from [*] based on the
U.S. federal holiday schedule (the “Closing Date”).
4.2 The
Company may, at its discretion, elect to close the Offering in one or more closings, in which event the Company may agree with one or
more of the Purchasers (including the Purchaser hereunder) to complete delivery of the Ordinary Shares and Purchase Warrants to such Purchaser(s)
against payment therefore at any time on or prior to the furthest most date set by Section 4.1.
5.
Conditions to Closing
5.1 Upon
acceptance of this Subscription Agreement, the obligations of the Company to Close on the Closing Date are subject to the following conditions:
| (a) | Delivery of the transaction documents as set forth in Section 3.1 and 3.2. |
| (b) | that all of the representations and warranties of the Purchaser made in this Subscription Agreement are
accurate in all material respects when made and on the Closing Date; |
| (c) | that all of the obligations, covenants and agreements of the Purchaser required to be performed at or
prior to the Closing Date shall have been performed; and |
| (d) | that the Company shall have received the Subscription Proceeds. |
5.2 The obligations of the
Purchaser hereunder to Close on the Closing Date are subject to the following conditions:
| (a) | that all of the representations and warranties of the Company made in this Subscription Agreement are
accurate in all material respects when made and on the Closing Date; and |
| (b) | that all of the obligations, covenants and agreements of the Company required to be performed at or prior
to the Closing Date shall have been performed. |
6.
Representations, Warranties, Acknowledgements and Covenants of the Purchaser
6.1 Each
Purchaser severally and not jointly hereby acknowledges and agrees as of the date hereof and as of the Closing Date that:
| (a) | none of the Ordinary Shares and Purchaser Warrants have been registered under the Securities Act, or under
any state securities or “blue sky” laws of any state of the United States or any other jurisdiction; |
| (b) | the decision to execute this Subscription Agreement and acquire the Purchaser Units hereunder has not
been based upon any oral or written representation (other than representations set out in this Agreement) as to fact or otherwise made
by or on behalf of the Company; |
| (c) | there are risks associated with an investment in the Company and the Purchaser Units, including, but not
limited to those set forth in Company’s latest annual report on Form 20-F incorporated herein by reference; |
| (d) | it has received all the information it considers necessary or appropriate for purposes of deciding whether
to purchase the Purchaser Units. Each Purchaser further represents that it has had an opportunity to ask questions and receive answers
from the Company regarding the terms and conditions of the Purchaser Units and regarding the business, properties, prospects and financial
condition of the Company, and to obtain additional information (to the extent the Company possessed such information or could acquire
it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or to which it had access; |
| (e) | it has been advised to consult its own legal, tax and other advisors with respect to the merits and risks
of an investment in the Purchaser Units and with respect to applicable resale restrictions; |
| (f) | it understands that the Company is making no representations and warranties regarding tax consequences
for your investment in the Purchaser Units, the US Foreign Corrupt Practices Act or the securities law of the home or residential jurisdiction
of any Purchaser. |
6.2 Each
Purchaser severally and not jointly hereby represents and warrants to, and covenants with, the Company (which representations, warranties
and covenants shall survive the Closing) as of the date hereof and as of the Closing Date that:
| (a) | it has the legal capacity and competence to enter into and execute this Subscription Agreement and to
take all actions required hereby and, if the Purchaser is a corporation, it is duly incorporated and validly existing under the laws of
its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize
execution and performance of this Subscription Agreement on its behalf; |
| (b) | the entering into of this Subscription Agreement and the transactions contemplated hereby do not result
in the violation of any of the terms and provisions of any law or regulation applicable to the Purchaser or of any agreement, written
or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound; |
| (c) | the Purchaser has duly executed and delivered this Subscription Agreement and it constitutes a valid and
binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms; |
| (d) | the Purchaser is not a “U.S. Person” as defined in Rule 902 under the 1933 Act and is resident
in the jurisdiction set out under the heading “Name and Address of Purchaser” on the signature page of this Subscription Agreement; |
| (e) | At the time Purchaser executed and delivered this Agreement, Purchaser was outside the United States and
is outside of the United States as of the date of the execution and delivery of this Agreement; |
| (f) | Purchaser is acquiring the Purchaser Units for its own account and not on behalf of any U.S. person, and
the sale has not been pre-arranged with a purchaser in the United States; |
| (g) | Purchaser represents and warrants and hereby agrees that all offers and sales of any of the Purchaser
Units prior to the expiration of a period commencing on the Closing Date and ending six months thereafter, unless adjusted as hereinafter
provided (the “Restricted Period”), shall only be made in compliance with the safe harbor contained in Regulation S, pursuant
to registration of the Ordinary Shares and Purchaser Warrants under the 1933 Act or pursuant to an exemption from registration, and all
offers and sales after the Restricted Period shall be made only pursuant to such a registration or to such exemption from registration; |
| (h) | the Purchaser (i) has such knowledge and experience in business matters as to be capable of evaluating
the merits and risks of its prospective investment in the Purchaser Units; and (ii) has the ability to bear the economic risks of its
prospective investment and can afford the complete loss of such investment; |
| (i) | the Purchaser is not aware of any advertisement of any of the Purchaser Units and is not acquiring any
of the Purchaser Units as a result of any form of general solicitation or general advertising including advertisements, articles, notices
or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or
meeting whose attendees have been invited by general solicitation or general advertising; |
| (j) | no person has made any written or oral representations to the Purchaser: |
| (i) | that any person will resell or repurchase any of the Purchaser Units; |
| (ii) | that any person will refund the purchase price of any of the Purchaser Units; or |
| (iii) | as to the future price or value of any of the Purchaser Units; and |
| (k) | the Purchaser will indemnify and hold harmless the Company and, where applicable, its directors, officers,
employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against
any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation
or warranty of the Purchaser contained herein or in any document furnished by the Purchaser to the Company in connection herewith being
untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser
to the Company in connection therewith. |
6.3 Between
the date of this Agreement and the Closing, the Purchaser shall notify the Company if any of the above representations and warranties
ceases to be true.
6.4 Each
Purchaser, severally but not jointly, acknowledges that the representations and warranties contained herein are made by it with the intention
that they may be relied upon by the Company and its legal counsel in determining such Purchaser’s eligibility to purchase the Purchaser
Units for which it is subscribing under applicable securities legislation. Each Purchaser further agrees that by accepting delivery of
the certificates or statement representing the Ordinary Shares and Purchaser Warrants on the Closing Date, it will be representing and
warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and
effect as if they had been made by the Purchaser at the Closing Date and that they will survive the purchase by the Purchaser of Ordinary
Shares and will continue in full force and effect notwithstanding any subsequent disposition by the Purchaser of such Ordinary Shares
and Purchaser Warrants.
7.
Representations and Warranties of the Company
7.1 The
Company acknowledges and agrees that each Purchaser is entitled to rely upon the representations and warranties of the Company, contained
in this Agreement and further acknowledges that each Purchaser will be relying upon such representations and warranties in purchasing
the Purchaser Units. The Company represents and warrants as follows:
| (a) | The Company is duly incorporated, validly existing and in good standing under the laws of the British
Virgin Islands. |
| (b) | The Company has the requisite power and authority to own and use its properties and assets and to carry
on its business as currently conducted. |
| (c) | The Company is not in violation or default of any of the provisions of its articles of incorporation or
bylaws. The Company is duly qualified to conduct its 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 reasonably be expected to result in (i) a material adverse
effect on the legality, validity or enforceability of this Subscription Agreement, (ii) a material adverse effect on the results of operations,
assets, business or financial condition of the Company, 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 Subscription Agreement (any of (i), (ii) or (iii) being
hereafter referred to as a “Material Adverse Effect”), and no 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. |
| (d) | The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Subscription Agreement and to carry out its obligations hereunder. The execution and delivery of this Subscription
Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary
action on the part of the Company and no further corporate authorization is required by the Company in connection therewith. |
| (e) | Upon delivery, this Subscription Agreement will have been duly executed by the Company and will constitute
the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’
rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies. |
| (f) | Upon execution and delivery of this Subscription Agreement and the performance by the Company of the obligations
imposed on it in this Subscription Agreement, including the issuance and sale of the Purchaser Units, will not (i) conflict with or violate
any provision of the Company’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, or give
to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material
agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other agreement to which the Company
is a party or by which any material property or material asset of the Company, or (iii) 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
is subject, or by which any material property or material asset of the Company is bound, except, in each case, as could not reasonably
be expected to result in a Material Adverse Effect. |
| (g) | The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person
in connection with the execution, delivery and performance by the Company of this Subscription Agreement. |
| (h) | The Purchaser Units are duly authorized and, when issued and paid for in accordance with this Subscription
Agreement, will be validly issued as fully paid and non-assessable, free and clear of all liens and encumbrances other than restrictions
provided for in this Subscription Agreement and applicable law. |
| (i) | The issuance and sale of the Purchaser Units will not obligate the Company to issue Ordinary Shares or
other securities to any person (other than the Purchasers and their designees) and will not result in a right of any holder of the Company’s
securities to adjust the exercise, conversion, exchange or reset price under such securities. |
8.
Legending of Subject Securities.
8.1 The Purchaser hereby
acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws
and regulations, any certificates representing the Ordinary Shares may bear a restrictive legend pursuant to applicable laws and may include
language substantially similar to the below:
“THE SECURITIES
REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION
S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE
BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY
OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER
THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED
STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”
9.
Costs
9.1 The
Purchaser acknowledges and agrees that all costs and expenses incurred by the Purchaser (including any fees and disbursements of any special
counsel retained by the Purchaser) relating to the purchase of the Purchaser Units shall be borne by the Purchaser.
10.
Governing Law
10.1 This
Subscription Agreement is governed by the laws of the State of New York and the federal laws of the United States applicable therein.
The Purchaser, in its personal or corporate capacity and irrevocably attorns to the jurisdiction of the state and federal courts located
in New York County, New York. Each party agrees that the state and federal courts located in New York County, New York shall be the exclusive
jurisdiction for settling all disputes hereunder.
11.
Independent Nature of Purchaser’s Obligations and Rights
11.1 The
obligations of each Purchaser under this Subscription Agreement are several and not joint with the obligations of any other Purchaser,
and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser. Nothing contained herein,
and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by this Subscription Agreement. Each Purchaser shall be entitled to
independently protect and enforce its rights, including without limitation, the rights arising out of this Subscription Agreement, and
it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. Each Purchaser
has been represented by its own separate legal counsel in their review and negotiation of this Subscription Agreement or it has knowingly
waived its right to do so and has proceeded without benefit of counsel.
12.
Survival
12.1 This
Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and
continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Purchaser
Units by the Purchaser pursuant hereto.
13.
Assignment
13.1 This
Subscription Agreement is not transferable or assignable without written consent by both the Company and Purchaser.
14.
Severability
14.1 If
any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon
a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision
in this Agreement.
15.
Entire Agreement
15.1 Except
as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for
herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Purchaser Units
and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common
law, by the Company or by anyone else.
16.
Notices
16.1 All
notices and other communications hereunder shall be in writing and shall be deemed to have been duly given at the date received if mailed
or transmitted by any standard form of telecommunication (including email, but not including facsimile). Notices to the Purchaser shall
be directed to the address on the signature page of this Subscription Agreement and notices to the Company shall be directed to it at:
Company: Junee Limited
Attention: Anderson Yu, Director
Address: 3791 Jalan Bukit Merah,
#09-03 E-Centre @ Redhill, Singapore 159471
17.
Counterparts and Electronic Means
17.1 This
Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute
an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by
electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be
execution and delivery of this Subscription Agreement as of the date hereinafter set forth.
18.
Amendment and Waiver
18.1 No
provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company
and each Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought. No waiver of any default
with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a
waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission
of either party to exercise any right hereunder in any manner impair the exercise of any such right.
[SIGNATURE PAGES TO FOLLOW]
IN WITNESS WHEREOF the Purchaser has duly
executed this Subscription Agreement as of the date of acceptance by the Company.
| |
|
|
| (Amount of Subscription) (USD) |
|
(Name of Purchaser – Please type or print) |
| |
|
|
| |
|
|
| (Number of Ordinary Shares Subscribed) |
|
(Signature and, if applicable, Office) |
| |
|
|
| |
|
|
| (Number of Purchaser Warrants Subscribed) |
|
(Address of Purchaser) |
| |
|
|
| |
|
|
| (Unit Price Per Ordinary Share & 1/3 Purchaser Warrant) |
|
(City, State/Province, Postal Code of Purchaser) |
| |
|
|
| |
|
|
| |
|
(Country of Purchaser) |
ACCEPTANCE
The above-mentioned Subscription Agreement in
respect of the Ordinary Shares is hereby accepted by JUNEE LIMITED
DATED at Hong Kong, the_____ day of_________ , 2025.
JUNEE LIMITED
| By: |
|
|
| Name: |
Yu Chun Kit |
|
| Title: |
Director |
|
Exhibit A
Form of Purchaser Warrants
12
Exhibit 10.2
THIS PURCHASER’S WARRANT IS VOID AFTER
5:00 P.M., EASTERN TIME, [*], 2026.
PURCHASER’S WARRANT
FOR THE PURCHASE OF ORDINARY SHARES
OF
Junee
Limited
1. Purchaser’s Warrant. THIS CERTIFIES
THAT, pursuant to that certain private placement subscription agreement by and between Junee Limited, a British Virgin Islands exempted
company (the “Company”), on one hand, and each purchaser identified on the signature pages to the agreement (each a
“Purchaser” and collectively, the “Purchasers”), on the other hand, dated [*], 2025 (the
“Agreement”), each Purchaser or its assignees (each a “Holder”), as the registered owner of this
warrant (this “Purchaser’s Warrant”), is entitled, for a nominal consideration of $0.01 per share, at any time
and from time to time from [*], 2025 (the “Exercise Date”), and at or before 5:00 p.m., Eastern Time, on [*],
2026 (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to
such number of ordinary shares, no par value per share (“Ordinary Shares”) of the Company (the “Shares”)
as set forth in the Agreement, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which
banking institutions are authorized by law or executive order to close, then this Purchaser’s Warrant may be exercised on the next
succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending
on the Expiration Date, the Company agrees not to take any action that would terminate this Purchaser’s Warrant. This Purchaser’s
Warrant is initially exercisable at $[*] per share (which is equal to one hundred percent (100%) of the price of the Unit Price
sold pursuant to the Agreement); provided, however, that upon the occurrence of any of the events specified in Section 6
hereof, the rights granted by this Purchaser’s Warrant, including the exercise price per share and the number of Ordinary Shares
to be received upon such exercise, shall be adjusted as therein specified. No cashless exercise option shall be available under this Purchase
Warrant. The term “Exercise Price” shall mean the initial exercise price of this Purchaser’s Warrant as set forth
above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context. Capitalized
terms not defined herein shall have the meaning ascribed to them in the Agreement.
2. Exercise.
2.1 Exercise Form.
In order to exercise this Purchaser’s Warrant, the exercise form attached hereto as Exhibit A must be duly executed and completed
and delivered to the Company, together with this Purchaser’s Warrant and payment of the Exercise Price for the Ordinary Shares being
purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check
or official bank check to the order of the Company. If the subscription rights represented hereby shall not be exercised at or before
5:00 p.m., Eastern Time, on the Expiration Date, this Purchaser’s Warrant shall become and be void without further force or effect,
and all rights represented hereby shall cease and expire.
2.2 Mechanics of Exercise.
(i) Delivery of Shares Upon
Exercise. The Company shall cause the Shares purchased hereunder to be transmitted by the transfer agent to the Holder by crediting
the account of the Holder’s prime broker with The Depository Trust Company through its Direct Registration System (“DRS”)
if the Company is then a participant in such system and there is an effective registration statement permitting the issuance of the Shares
or resale of the Shares, or otherwise by delivery to the address specified by the Holder in the exercise form by the date that is one
(1) trading day after the latest of (A) the delivery to the Company of the exercise form, (B) surrender of this Purchaser’s Warrant
(if required), and (C) receipt by the Company of the aggregate Exercise Price as set forth above (such date, the “Share Delivery
Date”). The Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein
shall be deemed to have become a holder of record of such Shares for all purposes, as of the date the Purchaser’s Warrant has been
exercised and payment to the Company of the aggregate Exercise Price has been received by the Company and all taxes required to be paid
by the Holder, if any, pursuant to Section 2.2(vi) prior to the issuance of such Shares have been paid.
(ii) Delivery of New Warrants
Upon Exercise. If this Purchaser’s Warrant shall have been exercised in part, the Company shall, at the written request of the
Holder and upon surrender of this Purchaser’s Warrant, at the time of delivery of the Shares, deliver to the Holder a new warrant
evidencing the rights of the Holder to purchase the unpurchased Shares called for by this Purchaser’s Warrant, which new warrant
shall in all other respects be identical with this Purchaser’s Warrant.
(iii) Rescission Rights.
If the Company fails to cause its transfer agent to transmit to the Holder the Shares pursuant to Section 2.2(i) by the Share Delivery
Date, unless such failure was not caused by the fault or negligence of the Company, then the Holder will have the right to rescind such
exercise upon written notice to the Company within one (1) trading day after the Share Delivery Date.
(iv) No Fractional Shares
or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Purchaser’s
Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Exercise Price or round up to the next whole share.
(vi) Charges, Taxes and Expenses.
Issuance of Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of
the issuance of such Shares, all of which taxes and expenses shall be paid by the Company, and such Shares shall be issued in the name
of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event Shares are
to be issued in a name other than the name of the Holder, this Purchaser’s Warrant when surrendered for exercise shall be accompanied
by the Assignment Form attached hereto as Exhibit B duly executed by the Holder and the Company may require, as a condition thereto,
the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all transfer agent fees
required for processing of any exercise form to satisfy the required Share Delivery Date.
2.3 Legend. Each certificate
for the securities purchased under this Purchase Warrant shall bear the following legends unless such securities have been registered
under the Securities Act of 1933, as amended (the “Act”), or are exempt from registration under the Act:
(i) “THE SECURITIES
REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION
S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE
BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY
OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER
THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED
STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”
(ii) Any legend required by
the securities laws of any state to the extent such laws are applicable to the Shares represented by a certificate, instrument, or book
entry so legended.
3. Transfer.
3.1 Restrictions Imposed
by the Act. The securities evidenced by this Purchaser’s Warrant shall not be transferred or sold unless and until: (i) the
Company has received the opinion of counsel for the Company that the securities may be transferred pursuant to an exemption from registration
under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company,
(ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities
that has been declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and includes a current
prospectus or (iii) a registration statement, relating to the offer and sale of such securities has been filed and declared effective
by the Commission and compliance with applicable state securities law has been established.
4. Removed and Reserved.
5. New Purchaser’s Warrants to be Issued.
5.1 Partial Exercise or
Transfer. Subject to the restrictions in Section 3 hereof, this Purchaser’s Warrant may be exercised or assigned in whole
or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchaser’s Warrant for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised
pursuant to Section 2.1 hereof, the Company shall cause to be delivered to the Holder without charge a new warrant of like tenor
to this Purchaser’s Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Ordinary Shares
purchasable hereunder as to which this Purchaser’s Warrant has not been exercised or assigned.
5.2 Lost Certificate.
Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchaser’s Warrant
and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new warrant of like tenor
and date. Any such new warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute
contractual obligation on the part of the Company.
6. Adjustments.
6.1 Adjustments to Exercise
Price and Number of Ordinary Shares. The Exercise Price and the number of Ordinary Shares underlying this Purchaser’s Warrant
shall be subject to adjustment from time to time as hereinafter set forth:
6.1.1 Share Dividends; Split
Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Ordinary Shares
is increased by a share dividend payable in Ordinary Shares or by a split up of Ordinary Shares or other similar event, then, on the effective
date thereof, the number of Ordinary Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Ordinary
Shares, and the Exercise Price shall be proportionately decreased.
6.1.2 Aggregation of Ordinary
Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Ordinary Shares
is decreased by a reverse split, consolidation, combination or reclassification of Ordinary Shares or other similar event, then, on the
effective date thereof, the number of Ordinary Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding
shares, and the Exercise Price shall be proportionately increased.
6.1.3 Replacement of Ordinary
Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares other than a
change covered by Section 6.1.1, Section 6.1.2 or Section 6.1.3 hereof or that solely affects the par value of such
Ordinary Shares, or in the case of any share reconstruction or amalgamation or consolidation of the Company with or into another corporation
(other than a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation and that does not
result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another
corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company
is dissolved, the Holder of this Purchaser’s Warrant shall have the right thereafter (until the expiration of the right of exercise
of this Purchaser’s Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately
prior to such event, the kind and amount of Ordinary Shares or other securities or property (including cash) receivable upon such reclassification,
reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by
a Holder of the number of Ordinary Shares of the Company obtainable upon exercise of this Purchaser’s Warrant immediately prior
to such event; and if any reclassification also results in a change in Ordinary Shares covered by Section 6.1.1, Section 6.1.2
or Section 6.1.3, then such adjustment shall be made pursuant to Section 6.1.1, Section 6.1.2, Section 6.1.3
and this Section 6.1.4. The provisions of this Section 6.1.4 shall similarly apply to successive reclassifications, reorganizations,
share reconstructions or amalgamations, or consolidations, sales or other transfers.
6.1.4 Changes in Form of
Purchaser’s Warrant. This form of Purchaser’s Warrant need not be changed because of any change pursuant to this Section
6.1, and any warrants issued after such change, in exchange or replacement of this Purchaser’s Warrant may state the same Exercise
Price and the same number of Ordinary Shares as are stated in the Purchaser’s Warrant initially issued pursuant to this Purchaser’s
Warrant. The acceptance by any Holder of the issuance of a new warrant reflecting a required or permissive change shall not be deemed
to waive any rights to an adjustment occurring after the date hereof or the computation thereof.
6.2 Substitute Purchaser’s
Warrant. Except as otherwise provided in Section 6.1.4, in case of any consolidation of the Company with, or share reconstruction
or amalgamation of the Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which
does not result in any reclassification or change of the outstanding Ordinary Shares), the corporation formed by such consolidation or
share reconstruction or amalgamation shall execute and deliver to the Holder a supplemental warrant providing that the holder of this
Purchaser’s Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of this Purchaser’s
Warrant) to receive, upon exercise of such supplemental warrant, the kind and amount of Ordinary Shares and other securities and property
receivable upon such consolidation or share reconstruction or amalgamation, by a holder of the number of Ordinary Shares of the Company
for which this Purchaser’s Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation,
sale or transfer. Such supplemental warrant shall provide for adjustments which shall be substantially the same to the adjustments provided
for in this Section 6. The above provisions of this Section 6 shall similarly apply to successive consolidations or share
reconstructions or amalgamations.
6.3 Elimination of Fractional
Interests. The Company shall not be required to issue fractional Shares, or certificates representing fractions of Ordinary Shares
upon the exercise of this Purchaser’s Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests,
it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case
may be, to the nearest whole number of Ordinary Shares or other securities, properties or rights.
6.4 Notice to Holder.
6.4.1 Adjustment to Exercise
Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 6, the Company shall promptly provide
the Holder with a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Shares and
setting forth a brief statement of the facts requiring such adjustment.
6.4.2 Notice to Allow Exercise
by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Shares, (B) the Company
shall declare a special nonrecurring cash dividend on or a redemption of the Shares, (C) the Company shall authorize the granting to all
holders of the Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the
approval of any shareholders of the Company shall be required in connection with any reclassification of the Shares, any consolidation
or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory
share exchange whereby the Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary
or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall provide the
Holder with, at least ten (10) days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date
on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not
to be taken, the date as of which the holders of the Shares of record to be entitled to such dividend, distributions, redemption, rights
or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange
is expected to become effective or close, and the date as of which it is expected that holders of the Shares of record shall be entitled
to exchange their Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer
or share exchange; provided that the failure to provide such notice or any defect therein or in the provision thereof shall not
affect the validity of the corporate action required to be specified in such notice. The Holder shall remain entitled to exercise this
Purchaser’s Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice
except as may otherwise be expressly set forth herein. Notwithstanding the foregoing, no notice need be given to the Holder if the Company
makes a public announcement of the applicable event via nationally distributed press release or via a publicly available and legally compliant
filing with the Commission.
7. Removed and Reserved.
8. Certain Notice Requirements.
8.1 Holder’s Right
to Receive Notice. Nothing herein shall be construed as conferring upon the Holder the right to vote or consent or to receive notice
as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company.
If, however, at any time prior to the expiration of this Purchaser’s Warrant and the exercise thereof, any of the events described
in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen
(15) days prior to the date fixed as a record date or the date of closing the transfer books (the “Notice Date”) for
the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights,
or entitled to vote on such proposed reclassification, consolidation, merger, compulsory share exchange, dissolution, liquidation, winding
up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be along with
the proposed effective date of the event triggering such notice. Notwithstanding the foregoing, if not otherwise available on EDGAR, the
Company shall deliver to the Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same
manner that such notice is given to the shareholders.
8.2 Events Requiring Notice.
The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the
Company shall take a record of the holders of its Ordinary Shares for the purpose of entitling them to receive a dividend or distribution
payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of
its Ordinary Shares, any additional shares of the Company or securities convertible into or exchangeable for shares of the Company, or
any option, right or warrant to subscribe therefor, (iii) if the approval of any shareholders of the Company shall be required in connection
with any reclassification, any consolidation or merger to which the Company is a party, or any compulsory share exchange whereby the Ordinary
Shares are converted into other securities, cash or property, or (iv) a dissolution, liquidation or winding up of the Company (other than
in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets
and business shall be proposed.
8.3 Notice of Change in
Exercise Price; Notice of Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant
to Section 6 hereof, send notice to the Holder of such event and change (“Price Notice”). The Price Notice shall
set forth the Exercise Price after such adjustment and any resulting adjustment to the number of Shares and describe the event causing
the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Executive
Officer and Chief Financial Officer. The Company shall, within five (5) business days after receipt by the Company of a written request
by the Holder, send notice, in the manner as set forth in the Agreement, including by email, to the Holder of the Exercise Price then
in effect and the number of Shares or the amount, if any, of other shares, securities or assets then issuable upon exercise of this Purchaser’s
Warrant and shall be certified as being true and accurate by the Company’s Chief Executive Officer and Chief Financial Officer.
8.4 Transmittal of Notices.
All notices, requests, consents and other communications under this Purchaser’s Warrant shall be in writing and shall be deemed
to have been duly made if made in accordance with the notice provisions of the Agreement to the addresses and contact information set
forth below:
If to the Holder, then to the respective address of the
Holder on the signature page of the Agreement.
If to the Company, then to:
3791 Jalan Bukit Merah
#09-03 E-Centre @ Redhill
Singapore 159471
Attn: Anderson Yu, Director
Email: Anderson.yu@juneelimited.com
9. Miscellaneous.
9.1 Amendments. The
Company and the Holder may from time to time supplement or amend this Purchaser’s Warrant in order to cure any ambiguity, to correct
or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, or to make any other
provisions in regard to matters or questions arising hereunder that the Company and the Holder may deem necessary or desirable and that
the Company and the Holder deem shall not adversely affect the interest of the Holder. All other modifications or amendments shall require
the written consent of and be signed by the party against whom enforcement of the modification or amendment is sought.
9.2 Headings. The headings
contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation
of any of the terms or provisions of this Purchaser’s Warrant.
9.3 Entire Agreement.
This Purchaser’s Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this
Purchaser’s Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.
9.4 Binding Effect.
This Purchaser’s Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted
assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or
equitable right, remedy or claim under or in respect of or by virtue of this Purchaser’s Warrant or any provisions herein contained.
9.5 Governing Law; Submission
to Jurisdiction; Trial by Jury. This Purchaser’s Warrant shall be governed by and construed and enforced in accordance with
the internal laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that
any action, proceeding or claim against it arising out of, or relating in any way to this Purchaser’s Warrant shall be brought and
enforced 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 irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served
by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address
set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in
any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled
to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or
incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf
of its shareholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
9.6 Waiver, etc. The
failure of the Company or the Holder to at any time enforce any of the provisions of this Purchaser’s Warrant shall not be deemed
or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchaser’s Warrant or any provision
hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchaser’s Warrant. No
waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchaser’s Warrant shall be effective
unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought;
and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent
breach, non-compliance or non-fulfillment.
9.7 Holder Not Deemed a
Shareholder. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Purchaser’s
Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor
shall anything contained in this Purchaser’s Warrant be construed to confer upon the Holder, solely in its capacity as a holder
of this Purchaser’s Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to
any corporate action (whether any reorganization, issue of shares, reclassification of shares, consolidation, merger, conveyance or otherwise),
receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Shares
which it is then entitled to receive upon the due exercise of this Purchaser’s Warrant. In addition, nothing contained in this Purchaser’s
Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Purchaser’s
Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the
Company.
9.8 Restrictions. The
Holder acknowledges that the Shares acquired upon the exercise of this Purchaser’s Warrant, if not registered, will have restrictions
upon resale imposed by state and federal securities laws.
9.9 Severability. Wherever
possible, each provision of this Purchaser’s Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Purchaser’s Warrant shall be prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Purchaser’s Warrant.
9.10 Execution in Counterparts.
This Purchaser’s Warrant may be executed in one or more counterparts, and by the different parties hereto in separate counterparts,
each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall
become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties
hereto. Such counterparts may be delivered by facsimile transmission or other electronic transmission.
[Signature Page Follows]
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Company has caused
this Purchaser’s Warrant to be signed by its duly authorized officer as of the day of 2025.
| JUNEE LIMITED |
|
| |
|
|
| By: |
|
|
| Name: |
Yu Chun Kit |
|
| Title: |
Executive Director |
|
Accepted By:
EXHIBIT A
Exercise Form
Form to be used to exercise Purchaser’s Warrant:
Date: __________, 202_
The undersigned hereby elects
irrevocably to exercise the Purchaser’s Warrant for ______ Ordinary Shares of Junee Limited, a British Virgin Islands exempted company
(the “Company”), and hereby makes payment of $____ (at the rate of $____ per share) in payment of the Exercise Price
pursuant thereto. Please issue the Ordinary Shares as to which this Purchaser’s Warrant is exercised in accordance with the instructions
given below and, if applicable, a new Purchaser’s Warrant representing the number of Ordinary Shares for which this Purchaser’s
Warrant has not been exercised.
Signature:
Signature Guaranteed:
INSTRUCTIONS FOR REGISTRATION OF SECURITIES
Name:
(Print in Block Letters)
Address:
NOTICE: The signature to this
form must correspond with the name as written upon the face of the Purchaser’s Warrant without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on
a registered national securities exchange.
EXHIBIT B
Assignment Form
Form to be used to assign Purchaser’s Warrant:
(To be executed by the registered Holder to effect a transfer of the
within Purchaser’s Warrant):
FOR VALUE RECEIVED, does hereby sell, assign and
transfer the Assignee named below all of the rights of the undersigned the right to purchase Ordinary Shares of Junee Limited, a British
Virgin Islands exempted company (the “Company”), evidenced by the Purchaser’s Warrant and does hereby authorize
the Company to transfer such right on the books of the Company with respect to the number of Ordinary Shares set forth below.
| Name of Assignee |
|
Address and Phone Number |
|
No. of Shares |
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
The undersigned also represents that,
by assignment hereof, the Assignee acknowledges that this Purchaser’s Warrant and the ordinary shares to be issued upon exercise
hereof or conversion thereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of this
Purchaser’s Warrant or any ordinary shares to be issued upon exercise hereof or conversion thereof except under circumstances which
will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. Further, the Assignee has acknowledged
that upon exercise of this Purchaser’s Warrant, the Assignee shall, if requested by the Company, confirm in writing, in a form satisfactory
to the Company, that the ordinary shares so purchased are being acquired for investment and not with a view toward distribution or resale.
Dated: , 202__
Holder’s Signature: _____________________________
Holder’s Address: _____________________________
Signature Guaranteed: ___________________________________________
NOTICE: The signature to this
form must correspond with the name as written upon the face of the within Purchaser’s Warrant without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership
on a registered national securities exchange. Officers of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Purchaser’s Warrant.
10
Grafico Azioni Junee (NASDAQ:JUNE)
Storico
Da Mar 2025 a Apr 2025
Grafico Azioni Junee (NASDAQ:JUNE)
Storico
Da Apr 2024 a Apr 2025
