UNDERWRITING AGREEMENTUnderwriting Agreement • August 1st, 2023 • Pixie Dust Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
The undersigned, Pixie Dust Technologies, Inc., a joint stock corporation with limited liability organized under the laws of Japan (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters, if any, named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
PIXIE DUST TECHNOLOGIES INC. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement August 3, 2023Deposit Agreement • August 4th, 2023 • Pixie Dust Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
DEPOSIT AGREEMENT dated as of August 3, 2023 among PIXIE DUST TECHNOLOGIES INC., a company incorporated 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.
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND FURTHER AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE...Pixie Dust Technologies, Inc. • July 24th, 2023 • Electromedical & electrotherapeutic apparatus • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2023 (THE DATE OF ISSUANCE) AND WILL BECOME VOID AFTER 5:00 P.M., EASTERN TIME, [●], 2028 (THE DATE THAT IS FIVE YEARS FROM THE COMMENCEMENT OF SALES OF SHARES IN THE OFFERING).
Fixed-Term Building Lease AgreementFixed-Term Building Lease Agreement • March 8th, 2023 • Pixie Dust Technologies, Inc. • Electronic & other electrical equipment (no computer equip)
Sumitomo and Pixie Dust have entered into a fixed-term building lease agreement (this “Agreement”) provided for in Article 38 of the Act on Land and Building Leases (the “Act”) for the Premises inside the Building according to the terms set forth below.
Loan Agreement (For both Automatic Change and Fixed Rate) Borrowing date November 30, 2020 To: Resona Bank, Limited Registered seal for bank account for repayment Address: stamped seal Please affix seal if it differs from the seal for this Agreement...Loan Agreement • March 8th, 2023 • Pixie Dust Technologies, Inc. • Electronic & other electrical equipment (no computer equip)
After agreeing to this Agreement and each provision of the separately-executed banking transaction agreement, Borrower has borrowed and received money from Resona on the borrowing date pursuant to the key terms set forth below. (Check one of the boxes for each item.)
Series Seven Stock Acquisition Rights Allotment AgreementSeven Stock Acquisition Rights Allotment Agreement • November 21st, 2023 • Pixie Dust Technologies, Inc. • Electromedical & electrotherapeutic apparatus
Pixie Dust Technologies, Inc. (hereinafter referred to as “Party A”) and the Stock Acquisition Rights Holder listed below (hereinafter referred to as “Party B”) hereby enter into a Stock Acquisition Rights Allotment Agreement (hereinafter referred to as the “Agreement”) with respect to the Series 7 Stock Acquisition Rights (hereinafter referred to as the “Stock Acquisition Rights”) issued by Party A, whereby Party B, together with other subscribers, shall subscribe for the total number of Stock Acquisition Rights, as set forth below.
Addendum to Loan AgreementLoan Agreement • March 8th, 2023 • Pixie Dust Technologies, Inc. • Electronic & other electrical equipment (no computer equip)
In connection with the transactions under the Loan Agreement (hereinafter referred to as the “Original Agreement”) executed between Resona, Borrower and Consigner as of November 30, 2020, Borrower and Consigner hereby agree to adhere, in addition to the terms under the Original Agreement and banking transaction agreement, to the terms set forth below.
Company Trade name Pixie Dust Technologies, Inc. (seal) Address 2-25 Kanda- sudacho, Chiyoda-ku, Tokyo Name of representative Yoichi Ochiai, Representative Director Right Holder Name [______] (seal) Address XXXXXXX Decision on subscription...Acquisition Rights Allotment Agreement • March 8th, 2023 • Pixie Dust Technologies, Inc. • Electronic & other electrical equipment (no computer equip) • Tokyo
This Stock Acquisition Rights Allotment Agreement (this “Agreement”) is entered into as of the contract execution date set forth in the table above by and between the Company and the Right Holder set forth in the table above regarding the Company’s allotment of the Series [____] stock acquisition rights to the Right Holder.
Loan Agreement (Installment-Type Term Loan Subject to Achievement of Plan)Loan Agreement • March 8th, 2023 • Pixie Dust Technologies, Inc. • Electronic & other electrical equipment (no computer equip)
ContractRoyalty Agreement • June 7th, 2023 • Pixie Dust Technologies, Inc. • Electromedical & electrotherapeutic apparatus
Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain confidential information has been excluded from this document because Pixie Dust Technologies, Inc. (“Pixie”) has determined that the information (i) it is both not material and (ii) is the type that Pixie treats as private or confidential. Such information is marked in the document by exhibit with an asterisk [**].
Explanation of Fixed-Term Lease AgreementPixie Dust Technologies, Inc. • June 7th, 2023 • Electromedical & electrotherapeutic apparatus
In concluding this Fixed-Term Lease Agreement for the following room, based on Article 38, Paragraph 3 of the Act on Land and Building Leases (hereinafter referred to as the “Act”), we provide the following explanation.
Stock Acquisition Rights Trust Agreement for Market Value Issuance (A[___])Stock Acquisition Rights Trust Agreement • November 21st, 2023 • Pixie Dust Technologies, Inc. • Electromedical & electrotherapeutic apparatus
Yoichi Ochiai, Taiichiro Murakami, and Takayuki Hoshi (hereinafter collectively referred to as the “Trustors”), Nozomi Accounting Firm (hereinafter referred to as the “Trustee”), and Pixie Dust Technologies, Inc. (hereinafter referred to as the “Issuer” or “Trust Administrator” depending on the context) hereby enter into this trust agreement without beneficiaries as set forth below (hereinafter referred to as the “Agreement”).
Limitation of Liability AgreementLimitation of Liability Agreement • March 8th, 2023 • Pixie Dust Technologies, Inc. • Electronic & other electrical equipment (no computer equip)
This Limitation of Liability Agreement (this “Agreement”) is entered into as of the date written below by and between Pixie Dust Technologies, Inc. (the “Company”) and [ ] (the “Officer”) under the terms set forth below.
Series Six Stock Acquisition Rights Allotment AgreementSeries Six Stock Acquisition Rights Allotment Agreement • November 21st, 2023 • Pixie Dust Technologies, Inc. • Electromedical & electrotherapeutic apparatus • Tokyo
Pixie Dust Technologies, Inc. (hereinafter referred to as “Party A”) and Nozomi Accounting Firm, a tax accountant corporation acting as trustee under the Stock Acquisition Rights Trust Agreement for Market Value Issuance (A01 to A03) (hereinafter referred to as “Party B”), hereby enter into this Stock Acquisition Rights Allotment Agreement (hereinafter referred to as the “Agreement”) based on the resolution of the extraordinary shareholders’ meeting dated April 21, 2020. In addition, Party A, Party B, Yoichi Ochiai, Taiichiro Murakami and Takayuki Hoshi entered into a Stock Acquisition Rights Trust Agreement for Market Value Issuance (A01 to A03) on April 23, 2020, which shall be collectively referred to as the “Trust Agreements” below.
ContractCollaboration Agreement • June 7th, 2023 • Pixie Dust Technologies, Inc. • Electromedical & electrotherapeutic apparatus
Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain confidential information has been excluded from this document because Pixie Dust Technologies, Inc. (“Pixie”) has determined that the information (i) it is both not material and (ii) is the type that Pixie treats as private or confidential. Such information is marked in the document by exhibit with an asterisk [**].
