Exhibit 99.1
THIS
SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO A PERSON
THAT IS NOT A U.S. PERSON (AS DEFINED HEREIN) IN RELIANCE ON REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”).
THE
SECURITIES DESCRIBED IN THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY U.S. STATE SECURITIES LAWS. UNLESS REGISTERED,
THEY MAY NOT BE OFFERED, SOLD, PLEDGED, HEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
A U.S. PERSON EXCEPT IN COMPLIANCE WITH REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE WITH APPLICABLE
LAW.
SUBSCRIPTION
AGREEMENT
This
Subscription Agreement is made as of 2 October 2026 (the “Execution Date”), by and between Reitar Logtech Holdings Limited,
a company incorporated in the Cayman Islands (the “Company”), and
( ), whose details are set out on the Purchaser Signature Page (the “Purchaser”).
W
I T N E S S E T H:
WHEREAS,
subject to the terms and conditions of this Agreement and in reliance on Regulation S promulgated by the U.S. Securities and Exchange
Commission (the “SEC”) under the Securities Act (“Regulation S”), the Company desires to issue and sell the Shares
(as defined below) to the Purchaser in an offshore transaction, and the Purchaser desires to subscribe for and purchase the Shares from
the Company;
WHEREAS,
the Company expects the contemplated private placement to include six prospective investors, including the Purchaser, and may, in its
discretion, offer up to an aggregate purchase amount of US$5,500,000, corresponding to up to 2,750,000 Class A Ordinary Shares at the
Initial Per Share Purchase Price before giving effect to any adjustment under Section 1.4 (the “Offering”); and
WHEREAS,
the Purchaser’s subscription under this Agreement is a separate bilateral transaction and does not confer any right to participate
in, approve or receive information concerning another purchaser’s subscription or any allocation in the Offering.
| | Reitar PIPE Subscription Agreement — | | Page 1 of 12 |
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the receipt and adequacy of which are
acknowledged, the Company and the Purchaser agree as follows:
1 PURCHASE AND SALE OF CLASS A ORDINARY SHARES; DEFINITIONS
1.1 Defined Terms.
For
purposes of this Agreement, the following terms have the meanings set out below:
| TERM |
|
MEANING |
| Adjustment Event |
|
A proportionate share split,
reverse share split, share consolidation, share dividend, recapitalization, reclassification, combination, subdivision or similar
transaction affecting the Class A Ordinary Shares and uniformly applicable to holders of that class, as described in Section 1.4 |
| Business Day |
|
Any day other than a Saturday,
Sunday or day on which commercial banks in New York, New York, Hong Kong or the Cayman Islands are authorized or required by law
to close. |
| Class A Ordinary Share |
|
Class A ordinary share(s)
of the Company, par value US$0.00000125 per share of the Company, subject to adjustment provided under Section 1.4. |
| Closing |
|
The completion of the purchase
and sale of the Shares under this Agreement. |
| Closing Date |
|
The date on which the Closing
occurs in accordance with Section 1.3. |
| Initial Per Share Purchase Price |
|
US$2.00 per Class A Ordinary
Share, before giving effect to any adjustment under Section 1.4. |
| Initial Share Number |
|
500,000 Class A Ordinary
Shares, before giving effect to any adjustment under Section 1.4. |
| Purchase Price |
|
US$1,000,000, payable by
the Purchaser for the Shares and not subject to adjustment under Section 1.4. |
| Pre-Consolidation Reference Equivalent |
|
For U.S. market-reference
and administrative-reconciliation purposes only, 12,500,000 pre-consolidation share (of a par value US$0.00000005 each) reference
units at US$0.08 per reference unit, corresponding to the 500,000 Shares at an issue price of US$2.00 per Share. The Pre-Consolidation
Reference Equivalent does not represent a separate class of securities or an entitlement to additional Shares. |
| SEC Reports |
|
The reports, schedules,
forms, statements and other documents filed or furnished by the Company with the SEC under the Securities Act or the U.S. Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and publicly available through EDGAR. |
| Shares |
|
The Class A Ordinary Shares
to be issued and delivered to the Purchaser at the Closing, being initially 500,000 Class A Ordinary Shares and subject to the automatic
adjustment mechanism in Section 1.4. |
| | Reitar PIPE Subscription Agreement — | | Page 2 of 12 |
1.2
Subscription and Sale.
Subject
to the terms of this Agreement, the Company agrees to issue and sell to the Purchaser, and the Purchaser irrevocably agrees to subscribe
for and purchase from the Company, the Shares for the Purchase Price. The Initial Share Number multiplied by the Initial Per Share Purchase
Price equals the Purchase Price. The Initial Per Share Purchase Price and the Initial Share Number are subject to the automatic adjustment
provisions of Section 1.4, but the Purchase Price shall remain US$1,000,000 in all events.
The
Shares shall be issued in book-entry form in the name and registration details set out on the Purchaser Signature Page, subject to all
required legends, stop-transfer instructions and transfer restrictions.
1.3
Closing; Payment Mechanics.
The
Closing shall occur remotely on the third Business Day after the Company has delivered final written wire instructions and confirmed
in writing that the conditions in Section 1.7 have been satisfied or waived, or on such other date as the parties may agree in
writing. The Purchaser shall wire the Purchase Price in immediately available U.S. dollar funds, without set-off, deduction
or counterclaim, to the bank account designated in the Company’s written wire instructions. The Purchaser shall not rely on
any amended wire instructions unless independently verified with an authorized representative of the Company through a confirmed
contact channel.
At
the Closing, following receipt of the Purchase Price in cleared funds, the Company shall cause the Shares to be validly issued to the
Purchaser and recorded in the register of members or the applicable book-entry system. If the Company does not complete the Closing after
receipt of the Purchase Price, other than as a result of the Purchaser’s breach, the Company shall return the Purchase Price without
interest within three Business Days after termination of this Agreement under Section 1.7, without prejudice to either party’s
rights for an antecedent breach.
1.4
Adjustment for Share Consolidation, subdivision or Reclassification.
The
following provisions apply automatically, without further action by either party or amendment to this Agreement, if an Adjustment Event
becomes effective at any time after the Execution Date and before the issuance of the Shares at the Closing:
| (a) | For
a share split, reverse share split, share consolidation, share dividend or other proportionate
transaction under which each authorised (whether issued or unissued) Class A Ordinary Share
immediately before the effective time becomes a stated number F of Class A Ordinary Shares
with the par value increased or reduced (as the case may be) corresponding to the applicable
Adjustment Event per share immediately after the effective time, the number of Shares deliverable
at Closing shall equal the Initial Share Number multiplied or divided (as the case may be)
by F, and the adjusted per-share purchase price shall equal the Initial Per Share Purchase
Price divided or multiplied (as the case may be) by F. The Purchase Price remains fixed at
US$1,000,000. |
| (b) | For
any recapitalization, reclassification, combination or similar transaction in which the Class
A Ordinary Shares are converted into, exchanged for or otherwise replaced by another class
or form of equity securities, the Purchaser shall receive at Closing the same kind and number
of securities (and any associated property or rights) that the Purchaser would have received
if it had held the Initial Share Number of Class A Ordinary Shares immediately before the
effective time of that transaction. The Purchase Price remains fixed at US$1,000,000. |
| (c) | No
fractional security shall be issued. Any fractional entitlement resulting solely from this
Section 1.4 shall be rounded up to the nearest whole security, with no additional payment
by the Purchaser. The Company shall give the Purchaser written notice of an Adjustment Event
and its good-faith calculation as soon as reasonably practicable and, where practicable,
not less than three Business Days before Closing. A calculation certificate of the Company
shall be conclusive absent manifest error. |
| (d) | This
Section 1.4 is intended to preserve the Purchaser’s proportionate entitlement arising
from the Initial Share Number through the applicable Adjustment Event. It is not a price-protection
or broad-based anti-dilution provision, does not adjust for the issuance of securities for
cash, services, acquisitions or financing purposes, and does not guarantee market value,
post-Closing ownership percentage or voting power. |
| | Reitar PIPE Subscription Agreement — | | Page 3 of 12 |
| (e) | Prior
Share Consolidation; Pending U.S. Market Processing. Notwithstanding anything to the contrary
in this Agreement, the Purchaser acknowledges that, effective under Cayman Islands law on
September 3, 2026, the Company completed a 25-for-1 consolidation of its Class A Ordinary
Shares, pursuant to which each twenty-five (25) then Class A Ordinary Shares of par value
US$0.00000005 each were consolidated into one (1) Class A Ordinary Share of par value US$0.00000125
(the “Share Consolidation”). Accordingly, the Shares issuable to the Purchaser
at Closing shall consist of 500,000 post-consolidation Class A Ordinary Shares at an issue
price of US$2.00 per Share, for an aggregate Purchase Price of US$1,000,000. To the extent
the Share Consolidation has not yet been processed or reflected by the Company’s transfer
agent, FINRA, OTC Markets, Nasdaq or other U.S. market infrastructure providers, the Shares
may be referenced or displayed for administrative or market-reconciliation purposes by reference
to the Pre-Consolidation Reference Equivalent. Such treatment shall not alter the number,
par value, class, legal ownership or voting rights of the Shares, and shall not entitle the
Purchaser to receive 12,500,000 post-consolidation Class A Ordinary Shares. Any subsequent
processing, publication, quotation, settlement-system update or other reflection of the Share
Consolidation by any transfer agent, clearing system, quotation system, market-data provider
or other market infrastructure provider shall be treated solely as an administrative or market-processing
matter, shall not constitute an Adjustment Event under this Section 1.4 and shall not alter
the number, par value, class, legal ownership, voting rights or other rights of the Shares. |
1.5
Other Purchasers; No Participation Rights.
The
Company may accept, reject, reduce, increase, cancel or reallocate subscriptions in the Offering in its sole discretion, subject to applicable
law and the terms of its agreements with other purchasers. The Purchaser has no pre-emptive, participation, most-favored-nation, information,
approval or other right with respect to any other financing, issuance, allocation, waiver or amendment involving another purchaser unless
expressly granted in a written agreement signed by the Company and the Purchaser.
1.6
Limited Demand Registration Right; Majority Requirement.
| (a) | On
one occasion only across all purchasers in the Offering, following the expiration of any
applicable Regulation S distribution compliance period and prior to the six-month anniversary
of the Execution Date, the Company shall be obligated to prepare and file a resale registration
statement under Section 1.6(b) IF AND ONLY IF the Company receives a single joint written
demand (a “Demand Request”) from the purchasers holding, in the aggregate, more
than 50% of the total Shares issued across all subscription agreements executed in connection
with the Offering (the “Majority Holders”). |
| (b) | Upon
receipt of a valid Demand Request from the Majority Holders in accordance with Section 1.6(a),
the Company shall use commercially reasonable efforts to prepare and file with the SEC a
resale registration statement on Form F-1, Form F-3 or another appropriate form (the “Registration
Statement”) covering the resale of all Shares acquired by all purchasers in the Offering
who elect to include their Shares therein. The Purchaser acknowledges and agrees that the
Company shall not be required to file more than ONE (1) Registration Statement under the
Offering for all purchasers combined, and no individual purchaser shall have any independent
or separate demand registration right. |
| (c) | Subject
to applicable law, Nasdaq requirements and the Company’s then-current eligibility,
the Company may defer filing for a period not exceeding 90 days if its board of directors
determines in good faith that filing would require disclosure of material non-public information,
materially interfere with a bona fide financing or transaction, or otherwise be materially
detrimental to the Company. |
| (d) | The
Company does not represent or warrant that any registration statement will be declared effective,
remain effective for any period, or permit a particular resale. The Purchaser shall provide
customary selling-holder information and cooperate reasonably in connection with any registration.
All registration expenses shall be borne by the Company, other than underwriting discounts,
selling commissions, transfer taxes and the Purchaser’s legal and other professional
fees. |
| | Reitar PIPE Subscription Agreement — | | Page 4 of 12 |
1.7
Conditions to Closing; Long-Stop Date.
The
Company’s obligation to issue the Shares is subject to: (a) the Purchaser’s representations and warranties being true and
correct in all material respects at Closing; (b) receipt of the completed investor questionnaire and all know-your-customer, anti-money-laundering,
sanctions and source-of-funds information reasonably requested by the Company; (c) receipt of the Purchase Price in cleared funds; (d)
the receipt of all required corporate, regulatory, stock-exchange and other approvals, notifications, exemptions or waivers, including
any applicable Nasdaq requirement; and (e) no law, order or injunction prohibiting the Closing.
The
Purchaser’s obligation to pay the Purchase Price is subject to the Company’s representations and warranties being true and
correct in all material respects at Closing and the Company’s delivery of valid wire instructions. Each condition may be waived
only in writing by the party for whose benefit it exists. If the Closing has not occurred by the date that is 60 calendar days after
the Execution Date (the “Long-Stop Date”), either party may terminate this Agreement by written notice, unless the failure
to close is primarily attributable to that party’s breach. Termination shall not affect accrued rights or obligations, and any
amount received by the Company shall be handled as set out in Section 1.3.
2
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The
Company represents and warrants to the Purchaser as of the Execution Date and the Closing Date as follows:
2.1
Organization; Good Standing.
The
Company is a company duly incorporated and validly existing under the laws of the Cayman Islands. Subject to the qualifications, exceptions
and disclosures in the SEC Reports, the Company has the corporate power and authority necessary to own its properties and conduct its
business as presently conducted.
2.2
Power; Authorization.
The
Company has the requisite corporate power and authority to enter into and perform this Agreement and to issue, sell and deliver the Shares.
The execution, delivery and performance of this Agreement and the issuance of the Shares have been, or by the Closing will have been,
duly authorized by all necessary corporate action. When executed and delivered, this Agreement will constitute a valid and binding obligation
of the Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
and similar laws and general principles of equity.
2.3
Valid Issuance.
Upon
issuance and payment in accordance with this Agreement and due registration of Shares in the Company’s register of members as fully
paid shares, the Shares will be duly and validly authorized, issued, fully paid and non-assessable, free and clear of any lien created
by the Company, and will not be subject to pre-emptive rights, rights of first refusal or similar rights arising under the Company’s
constitutional documents or applicable law, other than rights validly waived or satisfied before Closing.
| | Reitar PIPE Subscription Agreement — | | Page 5 of 12 |
2.4
No Conflict; Required Approvals.
Subject
to the receipt of the approvals, notices, exemptions or waivers referred to in Section 1.7, the execution and performance of this Agreement
and the issuance of the Shares will not violate the Company’s constitutional documents or, to the Company’s knowledge, result
in a material violation of applicable law or a material agreement binding on the Company. The Company shall make such filings and notifications
as are required by applicable law in connection with the Closing.
2.5
Regulation S; Restricted Securities.
Assuming
the accuracy of the Purchaser’s representations and warranties in this Agreement and the investor questionnaire, the offer and
sale of the Shares to the Purchaser are intended to be exempt from registration under the Securities Act pursuant to Regulation S. The
Shares have not been registered under the Securities Act and are restricted securities for purposes of applicable U.S. securities laws.
2.6
Exchange Listing; No Market Representation
The
Purchaser acknowledges that Nasdaq suspended trading in the Company’s Class A Ordinary Shares at the opening of business on September
17, 2026, following a Staff Delisting Determination. The Company has sought review of that determination before a Nasdaq Hearings Panel;
however, the Company makes no representation, warranty, or covenant regarding the outcome, timing or effect of any Nasdaq proceeding,
the availability or timing of quotation or trading on any market, the processing or reflection of the Share Consolidation by any market
infrastructure provider, or the future market price, liquidity or tradability of the Shares.
2.7
No Directed Selling Efforts.
Neither
the Company nor any person acting on its behalf has engaged in directed selling efforts in the United States in connection with the offer
and sale of the Shares, other than actions permitted under Regulation S.
2.8
Fees.
The
Company may pay fees or commissions to its brokers, finders or financial advisers in connection with the transactions contemplated by
this Agreement. The Purchaser shall have no liability for any fee or claim of a person engaged by the Company, and the Company shall
have no liability for any fee or claim of a person engaged by the Purchaser.
2.9
Investment Company Status.
The
Company is not, and immediately after the Closing will not be, an “investment company” within the meaning of the U.S. Investment
Company Act of 1940, as amended.
3
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER
The
Purchaser acknowledges that the Company is relying on the following representations, warranties and covenants in entering into this Agreement
and issuing the Shares:
3.1
Organization; Status.
The
Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, or, if an individual,
has full legal capacity to enter into this Agreement. The Purchaser has accurately disclosed its legal name, address, jurisdiction, beneficial
ownership and other information requested in the Purchaser Signature Page and the investor questionnaire.
| | Reitar PIPE Subscription Agreement — | | Page 6 of 12 |
3.2
Authority; Enforceability.
The
Purchaser has the requisite power and authority to execute, deliver and perform this Agreement and to purchase the Shares. All action
necessary to authorize the execution, delivery and performance of this Agreement has been taken. This Agreement, when executed and delivered
by the Purchaser, will be a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws and general principles of equity.
3.3
Own Account; Investment Intent.
The
Purchaser is acquiring the Shares for its own account for investment and not as nominee, agent or trustee for any other person, and not
with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act or applicable law. The Purchaser
has no contract, undertaking, agreement or arrangement to sell, transfer, pledge or grant participations in the Shares except as permitted
under this Agreement and applicable law.
3.4
Sophistication; Ability to Bear Risk.
The
Purchaser, alone or with its professional advisers, has sufficient knowledge and experience in financial and business matters to evaluate
the merits and risks of the investment in the Shares. The Purchaser can bear the economic risk of the investment for an indefinite period
and can afford a complete loss of the Purchase Price.
3.5
Independent Investigation; No Reliance.
The
Purchaser has had the opportunity to review the SEC Reports and other information it considers necessary, ask questions of the Company’s
representatives and obtain answers to its satisfaction. In deciding to purchase the Shares, the Purchaser has relied only on the representations
and warranties expressly set out in this Agreement and on the SEC Reports, and not on any projection, estimate, oral statement, representation
or information not expressly contained in those materials. The Purchaser has consulted its own legal, tax, accounting, financial and
investment advisers to the extent it considers appropriate.
3.6
No Registration; Restricted Securities.
The
Purchaser understands that the Shares have not been registered under the Securities Act or any U.S. state securities laws and may not
be offered, sold, pledged, hedged or otherwise transferred except in compliance with applicable securities laws and the restrictions
set out in this Agreement. The Purchaser understands that the Company has no obligation to register the Shares except as expressly provided
in Section 1.6 and that an exemption from registration may not be available when the Purchaser wishes to resell the Shares.
3.7
Regulation S; Non-U.S. Person.
The
Purchaser is not a “U.S. person” as defined in Rule 902(k) of Regulation S, and is not acquiring the Shares for the account
or benefit of a U.S. person. The Purchaser was outside the United States when its order to purchase the Shares was originated and executed
this Agreement outside the United States. The Purchaser shall promptly notify the Company if any of those statements ceases to be accurate
before Closing.
3.8
Offshore Transaction; No Directed Selling Efforts.
The
Purchaser is entering into this Agreement in an offshore transaction within the meaning of Regulation S. Neither the Purchaser nor any
person acting on its behalf has engaged, or will engage, in any directed selling efforts in the United States with respect to the Shares.
The Purchaser will not, during any applicable distribution compliance period, offer, sell, pledge, hedge or otherwise transfer the Shares
except in accordance with Regulation S, an effective registration statement or an available exemption from registration under the Securities
Act, and in compliance with all applicable laws.
| | Reitar PIPE Subscription Agreement — | | Page 7 of 12 |
3.9
No General Solicitation.
The
Purchaser is not purchasing the Shares as a result of any form of general solicitation, general advertising or prohibited directed selling
effort, including an advertisement, article, notice, seminar, mass mailing, television or radio broadcast, or unrestricted public communication.
3.10
Compliance; Sanctions; Source of Funds.
The
Purchaser is in compliance with applicable anti-money-laundering, anti-bribery, anti-corruption, anti-terrorism, sanctions and securities
laws. Neither the Purchaser nor, to its knowledge, any person owning or controlling it is the subject or target of sanctions administered
or enforced by the United States, the United Nations, the European Union, the United Kingdom, Hong Kong or any other applicable sanctions
authority. The Purchase Price is derived from lawful sources and is not proceeds of criminal conduct.
3.11
No Broker; No Disqualification.
No
broker, finder, placement agent or other person is entitled to any fee, commission or similar compensation from the Company based on
an arrangement made by or on behalf of the Purchaser. The Purchaser is not subject to any legal, regulatory or contractual restriction
that would make its purchase of the Shares unlawful or require the Company to obtain an unreceived approval or consent.
3.12
Tax Matters.
The
Purchaser is solely responsible for its own tax consequences arising from the purchase, ownership, sale or other disposition of the Shares.
The Company has not provided, and the Purchaser has not relied on, tax advice. The Purchaser shall provide such tax forms, certifications
and withholding information as the Company may reasonably request in order to comply with applicable law.
3.13
Use of Proceeds; Future Financings.
The
Purchaser acknowledges that the Company’s management will have discretion, subject to applicable law and the Company’s public
disclosures, over the use and timing of the Purchase Price. The Purchaser further acknowledges that the Company may complete additional
equity, debt, project or other financings, which may be dilutive or may be on terms different from those in this Agreement.
3.14
Confidentiality.
Before
public disclosure by the Company, the Purchaser shall keep confidential the terms of this Agreement and any non-public information received
from the Company, except to its affiliates and professional advisers who are subject to obligations of confidentiality, or as required
by law, regulation, court order or stock-exchange rule. The Purchaser shall give the Company prompt notice, to the extent legally permitted,
before making a compelled disclosure.
| | Reitar PIPE Subscription Agreement — | | Page 8 of 12 |
4
TRANSFER RESTRICTIONS AND LEGENDS
4.1
Restrictive Legends.
Each
certificate, book-entry notation or other record evidencing the Shares shall bear a restrictive legend substantially in the following
form (in addition to any legend required under applicable law or the Company’s constitutional documents):
THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.
THEY MAY NOT BE OFFERED, SOLD, PLEDGED, HEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
A U.S. PERSON EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, IN COMPLIANCE WITH REGULATION S, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE WITH APPLICABLE
LAW. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
4.2 Conditions to Transfer; Refusal to Register.
The
Company shall not be required to register, and may refuse to register, any transfer of the Shares unless the transfer is made (a) in
accordance with Regulation S, (b) pursuant to an effective registration statement under the Securities Act, or (c) pursuant to another
available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, in each case in compliance
with applicable law and upon delivery to the Company of evidence, legal opinions or other information reasonably satisfactory to the
Company. The Company may place stop-transfer instructions with its transfer agent or registrar consistent with this Section 4.
4.3 Removal of Legends.
The
Company shall remove a restrictive legend from the Shares only when, and to the extent that, the legend is no longer required under applicable
law and the Purchaser has delivered such customary representations, evidence and opinions as the Company or its transfer agent may reasonably
require. The Company shall have no liability for declining to remove a legend in the absence of satisfactory evidence that removal is
permitted.
5 MISCELLANEOUS
5.1 Fees and Expenses.
Except
as expressly provided in this Agreement, each party shall bear its own fees and expenses, including the fees and expenses of its legal
counsel, accountants, financial advisers and other representatives, incurred in connection with the negotiation, preparation, execution,
delivery and performance of this Agreement.
5.2 Survival.
The
representations, warranties, covenants and agreements of the parties contained in this Agreement and the investor questionnaire shall
survive the Closing and delivery of the Shares for the period permitted by applicable law.
| | Reitar PIPE Subscription Agreement — | | Page 9 of 12 |
5.3 Indemnification.
The
Purchaser shall indemnify, defend and hold harmless the Company and its directors, officers, employees, agents and affiliates from and
against all losses, claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or resulting from
any material breach or inaccuracy of the Purchaser’s representations, warranties or covenants in this Agreement or the investor
questionnaire. The Company shall indemnify the Purchaser from and against losses, claims, damages, liabilities, costs and expenses (including
reasonable legal fees) finally determined by a court or arbitral tribunal of competent jurisdiction to have resulted directly from the
Company’s material breach of its representations, warranties or covenants in this Agreement. No party shall be liable under this
Section for indirect, consequential, special or punitive damages, except to the extent payable to a third party in a claim subject to
indemnification.
5.4 Amendment; Waiver.
No
amendment, modification, supplement, discharge, termination or waiver of this Agreement is effective unless it is in writing and signed
by the party against whom enforcement is sought. No waiver of any breach is a waiver of any other or subsequent breach.
5.5 Headings; Interpretation.
The
headings in this Agreement are for convenience only and do not affect its interpretation. References to “including” are without
limitation. The parties acknowledge that each has had the opportunity to consult independent counsel and that no rule of construction
resolving ambiguities against the drafting party applies to this Agreement.
5.6 Governing Law; Arbitration.
This
Agreement and any non-contractual obligations arising out of or in connection with it are governed by the internal laws of the State
of New York, without giving effect to conflict-of-laws principles. Any dispute, controversy or claim arising out of or relating to this
Agreement, including its existence, validity, interpretation, performance, breach or termination, shall be finally resolved by arbitration
administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in
force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The tribunal shall consist of three arbitrators.
The language of the arbitration shall be English. The award shall be final and binding, and judgment upon it may be entered in any court
of competent jurisdiction. Nothing in this Section prevents either party from seeking interim or conservatory relief from a court of
competent jurisdiction.
5.7 Counterparts; Electronic Signatures.
This
Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one agreement. Delivery
of an executed counterpart by electronic mail, electronic signature platform or other electronic means is effective as delivery of an
original executed counterpart.
5.8 Notices.
All
notices and other communications under this Agreement shall be in writing and delivered personally, by internationally recognized courier,
or by email (with confirmation of transmission) to the addresses and email addresses set out below, or to such other address or email
address as a party designates by notice. A notice is deemed received upon personal delivery, one Business Day after delivery to the courier,
or, in the case of email, when sent before 5:00 p.m. at the recipient’s location on a Business Day and no delivery-failure notice
is received, otherwise on the following Business Day. If to the Company: Reitar Logtech Holdings Limited, c/o Unit 801, 8/F, Tower 2,
The Quayside, 77 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong; Attention: Chairman and Chief Executive Officer; Email: info@reitar.io.
If to the Purchaser: to the address and email address on the Purchaser Signature Page.
| | Reitar PIPE Subscription Agreement — | | Page 10 of 12 |
5.9 Binding Effect; Assignment.
This
Agreement binds and benefits the parties and their respective permitted successors and assigns. Neither party may assign this Agreement
without the other party’s prior written consent, except that the Purchaser may, subject to applicable law and the Company’s
prior written consent (not to be unreasonably withheld, conditioned or delayed), assign its rights with respect to the Shares to an affiliate
that agrees in writing to be bound by the applicable terms of this Agreement. No assignment relieves the assigning party of obligations
accrued before the assignment.
5.10 Entire Agreement.
This
Agreement, the Purchaser Signature Page and the investor questionnaire constitute the entire agreement between the parties concerning
their subject matter and supersede all prior and contemporaneous understandings, agreements, representations and communications, whether
oral or written, concerning that subject matter.
5.11 Severability.
If
any provision of this Agreement is held invalid, illegal or unenforceable, that provision shall be enforced to the maximum extent permitted
and the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith a valid replacement provision
that most closely reflects the original commercial intent.
5.12 Remedies; Specific Performance.
The
rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. Each party
acknowledges that a breach of this Agreement may cause irreparable harm for which monetary damages may not be an adequate remedy and
that the non-breaching party is entitled to seek specific performance, injunctive relief or other equitable relief, without the need
to post a bond except as required by law.
5.13 Further Assurances.
Each
party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to carry out the
intent and purposes of this Agreement, provided that no party is required to take any action that would violate applicable law or impose
a material additional obligation not expressly contemplated by this Agreement.
5.14 No Partnership; No Third-Party Rights.
Nothing
in this Agreement creates a partnership, joint venture, fiduciary, employment or agency relationship between the parties. Except for
the indemnified persons under Section 5.3, no person other than the parties and their permitted successors and assigns has any right,
remedy or claim under or by reason of this Agreement.
5.15 Language.
This
Agreement is executed solely in the English language. The English language governs the interpretation and enforcement of this Agreement.
[Signature
Pages Follow]
| | Reitar PIPE Subscription Agreement — | | Page 11 of 12 |
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the Execution Date.
| COMPANY: |
|
| |
|
| REITAR
LOGTECH HOLDINGS LIMITED |
|
| |
|
|
| By
|
|
|
| Name: |
KIN
CHUNG CHAN |
|
| Title: |
Chairman
& CEO |
|
| Date: |
2
October 2026 |
|
[Remainder
of Page Intentionally Left Blank; Purchaser Signature Page Follows]
| | Reitar PIPE Subscription Agreement — | | Page 12 of 12 |
