YOSHITSU CO., LTD AND THE BANK OF NEW YORK MELLONDeposit Agreement • October 1st, 2021 • Yoshitsu Co., LTD • Retail-retail stores, nec • New York
DEPOSIT AGREEMENT dated as of __________, 2021 among YOSHITSU CO., LTD, a company formed under the laws of Japan (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 30th, 2024 • Yoshitsu Co., LTD • Retail-retail stores, nec • New York
This Securities Purchase Agreement (this “Agreement”), dated as of January 26, 2024, is by and between Yoshitsu Co., Ltd, a stock company incorporated pursuant to the laws of Japan (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Mei Kanayama Yoshitsu Co., Ltd. Harumi Building, 2-5-9 Kotobashi, Sumida-ku, Tokyo, 130-0022 Japan Dear Mr. Kanayama:Yoshitsu Co., LTD • January 30th, 2024 • Retail-retail stores, nec • New York
This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Yoshitsu Co., Ltd, a stock company incorporated pursuant to the laws of Japan (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of 5,970,152 American depositary shares, or ADSs, each representing one (1) ordinary share (the “Ordinary Share”) of the Company (the “Shares”) and up to 5,970,152 warrants (the “Warrants”), with each such Warrant representing the right of the holder thereof to purchase one ADS for US$0.67 per ADS. The ADSs issuable upon exercise of the Warrants are hereinafter referred to as “Warrant Shares.” The terms of the Placement of the ADSs and Warrants shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitut
AMERICAN DEPOSITARY SHARE PURCHASE WARRANT YOSHITSU CO., LTDYoshitsu Co., LTD • January 30th, 2024 • Retail-retail stores, nec • New York
THIS AMERICAN DEPOSITARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 30, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Yoshitsu Co., Ltd, a Japanese company (the “Company”), up to [●] American Depositary Shares (as hereinafter defined) (as subject to adjustment hereunder, the “Warrant Shares”). Such Warrant Shares shall be in the form of Uncertificated Warrant Shares as defined hereunder. The purchase price of one American Depositary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Trademark License AgreementTrademark License Agreement • August 27th, 2021 • Yoshitsu Co., LTD • Retail-retail stores, nec
Loan Agreement CertificationLoan Agreement • August 27th, 2021 • Yoshitsu Co., LTD • Retail-retail stores, nec
Rate 1.1% per year The rate might be changed due to financial situation. Use Purchasing site and constructing the Company’s Building
2nd AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT Of Trademark License AgreementShareholders’ Agreement • May 21st, 2021 • Yoshitsu Co., LTD • Retail-retail stores, nec
THIS LOAN AGREEMENT (the “Agreement”) is made on the 22nd September, 2022. BETWEEN:Loan Agreement • July 31st, 2023 • Yoshitsu Co., LTD • Retail-retail stores, nec
Revolving Credit Facility Agreement (8.15 billion yen)Facility Agreement • July 31st, 2023 • Yoshitsu Co., LTD • Retail-retail stores, nec • Tokyo
Yoshitsu Co.,Ltd (hereinafter referred to as the “Borrower”); the financial institutions described in the Particular Table 1 (hereinafter respectively referred to as a “Lender”, and collectively referred to as “All Lenders”); and MUFG Bank (hereinafter referred to as the “Agent”), as of the date of 27 September 2022, enter into this Revolving Credit Facility Agreement (hereinafter referred to as this “Agreement”).
Subscription AgreementSubscription Agreement • October 1st, 2021 • Yoshitsu Co., LTD • Retail-retail stores, nec
Yoshitsu Co., Ltd. (hereinafter referred to as “Party A”) and GRAND ELEC-TECH LIMITED (hereinafter referred to as “Party B”) hereby enter into an agreement as follows with respect to the subscription by Party B of 9,090 ordinary shares to be issued and allotted by Party A pursuant to the resolution of the extraordinary shareholders' meeting to be held on February 12, 2021 (hereinafter referred to as the “Shares”):
Qian Yan Advertising Media (Shenzhen) Co., Ltd. Operation AgreementOperation Agreement • October 27th, 2021 • Yoshitsu Co., LTD • Retail-retail stores, nec
Party A and Party B jointly negotiated and reached an agreement on the matter of Party A entrusting Party B to operate the mini program. Based on the principle of fairness and friendliness, the two Parties entered into this agreement (the “Agreement”).
2nd AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT Of Trademark License AgreementShareholders’ Agreement • August 27th, 2021 • Yoshitsu Co., LTD • Retail-retail stores, nec
SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT Of Trademark License AgreementShareholders’ Agreement • July 31st, 2023 • Yoshitsu Co., LTD • Retail-retail stores, nec
Loan Agreement CertificationLoan Agreement Certification • May 21st, 2021 • Yoshitsu Co., LTD • Retail-retail stores, nec
This is an English translation of the original issued in Japanese]Share Transfer Agreement • July 13th, 2023 • Yoshitsu Co., LTD • Retail-retail stores, nec
[Note] The Company assumes no responsibility for this translation or for direct, indirect, or other forms of damages arising from the translation. This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
Entrusted Service AgreementEntrusted Service Agreement • August 27th, 2021 • Yoshitsu Co., LTD • Retail-retail stores, nec
Party A is established in Japan, a retail and wholesale company of large-scale daily chemical products in Japan. One-stop services such as online shopping malls and offline commercial retail.
2nd AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT Of Trademark License AgreementShareholders’ Agreement • August 27th, 2021 • Yoshitsu Co., LTD • Retail-retail stores, nec
Tmall Operation Agency Service AgreementTmall Operation Agency Service Agreement • October 27th, 2021 • Yoshitsu Co., LTD • Retail-retail stores, nec • Hong Kong
This Agency Service Agreement is entered into between the following Parties on September 1, 2020 in Binjiang District, Hangzhou:
Representing [ ] Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • October 27th, 2021 • Yoshitsu Co., LTD • Retail-retail stores, nec • New York
THIS REPRESENTATIVE AMERICAN DEPOSITARY SHARES PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Univest Securities, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______ __, 20221 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______ __, 2026 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Yoshitsu Co., Ltd, a stock company organized under the laws of Japan (the “Company”), up to ______ American Depositary Shares (“ADSs”), each ADS representing one ordinary share of the Company (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”) (the ADSs issuable hereunder, the “Warrant ADSs”). The purchase price of one ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Unde
Subscription AgreementSubscription Agreement • October 1st, 2021 • Yoshitsu Co., LTD • Retail-retail stores, nec
Yoshitsu Co., Ltd (hereinafter referred to as “Party A”) and SHUR Co., Ltd. (hereinafter referred to as “Party B”) hereby enter into an agreement as follows with respect to the subscription by Party B of 2,041 ordinary shares to be issued and allotted by Party A pursuant to the resolution of the extraordinary shareholders' meeting to be held on December 15, 2020 (hereinafter referred to as the “Shares”):
EC Site Operation Business Assignment AgreementEc Site Operation Business Assignment Agreement • August 27th, 2021 • Yoshitsu Co., LTD • Retail-retail stores, nec • Tokyo
A outsources the work of managing the EC site to B, B is entrusted with the work, thus in order to promote the development of A and B, we hereby conclude the contract (hereinafter referred to as “this Agreement “) as follows.
This is an English translation of the original issued in Japanese]Share Transfer Agreement • July 13th, 2023 • Yoshitsu Co., LTD • Retail-retail stores, nec
[Note] The Company assumes no responsibility for this translation or for direct, indirect, or other forms of damages arising from the translation. This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail.
2nd AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT Of Trademark License AgreementShareholders’ Agreement • August 27th, 2021 • Yoshitsu Co., LTD • Retail-retail stores, nec
Agency Payment AgreementAgency Payment Agreement • August 27th, 2021 • Yoshitsu Co., LTD • Retail-retail stores, nec
Due to the needs of the company’s business development, the original application of operating expenses and reconciliation matters for Yoshitsu Co., Ltd are now entrusted to YST (HK) LIMITED. No amendments will be made to the original contract and treaty, thank you for your cooperation!
SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT Of Trademark License AgreementShareholders’ Agreement • July 31st, 2023 • Yoshitsu Co., LTD • Retail-retail stores, nec
The Revolving Credit Facility-Loan Agreement between Yoshitsu Co., Ltd and MUFG Bank Dated on September 27, 2021Yoshitsu Co., LTD • October 1st, 2021 • Retail-retail stores, nec
※ Please notice that this is a shortened version of the formal Japanese agreement. In the case of any discrepancy between the translation and the Japanese original, the latter shall prevail.
2nd AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT Of Trademark License AgreementShareholders’ Agreement • August 27th, 2021 • Yoshitsu Co., LTD • Retail-retail stores, nec
Loan Agreement CertificationLoan Agreement • May 21st, 2021 • Yoshitsu Co., LTD • Retail-retail stores, nec
Repayment period and Repayment times and amount ① Full payment of the loan once on the principal repayment date ② Interest: 28 times of interest payment, The amount obtained by multiplying the loan principal balance by the loan interest rate and the number of days (one end) of each interest calculation period and dividing by 365 (rounded down to the nearest yen)
Trademark License AgreementTrademark License Agreement • August 27th, 2021 • Yoshitsu Co., LTD • Retail-retail stores, nec
Loan Agreement between Tokyo Life Style and Tokyo Higashi Shinyo Kinko Kameido Branch, dated on July 30, 2021 for 20,000,000 Japanese YenLoan Agreement • August 27th, 2021 • Yoshitsu Co., LTD • Retail-retail stores, nec
Pinduoduo Cooperation AgreementPinduoduo Cooperation Agreement • October 27th, 2021 • Yoshitsu Co., LTD • Retail-retail stores, nec
Party A: Shenzhen Yuanji E-commerce Co., Ltd, a limited liability company that is incorporated and legally exists under the Chinese laws, its registered address is [*] .
Loan Agreement CertificationLoan Agreement • August 27th, 2021 • Yoshitsu Co., LTD • Retail-retail stores, nec
Loan Agreement CertificationLoan Agreement Certification • August 27th, 2021 • Yoshitsu Co., LTD • Retail-retail stores, nec
LOCK-UP AGREEMENTLock-Up Agreement • January 30th, 2024 • Yoshitsu Co., LTD • Retail-retail stores, nec
Re: Securities Purchase Agreement, dated as of January ___, 2024 (the “Purchase Agreement”), between Yoshitsu Co., Ltd., a stock company incorporated pursuant to the laws of Japan (the “Company”) and the purchasers signatory thereto
Fixed-Term Building Lease Contract between Yoshitsu Co., Ltd and Seihinkokusai Co., Ltd. dated on March 22, 2021, for Physical Store HakubaYoshitsu Co., LTD • August 27th, 2021 • Retail-retail stores, nec
