UNDERWRITING AGREEMENTUnderwriting Agreement • December 1st, 2023 • Metros Development Co., Ltd. • Land subdividers & developers (no cemeteries) • New York
The undersigned, Metros Development Co., Ltd., 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 and EF Hutton LLC (collectively hereinafter referred to as “you” (including its correlatives) or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives to the several underwriters (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
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 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...Metros Development Co., Ltd. • December 1st, 2023 • Land subdividers & developers (no cemeteries) • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2023 (THE DATE OF ISSUANCE). VOID AFTER 5:00 P.M., EASTERN TIME, [●], 202_ (THE DATE THAT IS FIVE YEARS FROM THE COMMENCEMENT OF SALES OF COMMON SHARES IN THE OFFERING).
CONSULTING AND SERVICES AGREEMENT Dated as of October 20, 2022Consulting and Services Agreement • September 26th, 2023 • Metros Development Co., Ltd. • Land subdividers & developers (no cemeteries) • Delaware
This Consulting and Services Agreement (“Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”), by and between Metros Development Co., Ltd., a Japanese corporation (the “Company”) and HeartCore Enterprises, Inc., a Delaware corporation (“Consultant”). Each of the Company and Consultant may be referred to herein individually as a “Party” and collectively as the “Parties.”
2nd STOCK ACQUISITION RIGHTS ALLOTMENT AGREEMENT2nd Stock Acquisition Rights Allotment Agreement • September 26th, 2023 • Metros Development Co., Ltd. • Land subdividers & developers (no cemeteries)
Eiko Hanyu (the “Holder”) and METROS DEVELOPMENT Co.,Ltd. (the “Issuer”) enter into this STOCK ACQUISITION RIGHTS ALLOTMENT AGREEMENT (this “Agreement”) as of June 23, 2023 (the “Signing Date”) concerning allotment of stock acquisition rights by the Issuer to the Holder as follows:
1st STOCK ACQUISITION RIGHTS ALLOTMENT AGREEMENTStock Acquisition Rights Allotment Agreement • September 26th, 2023 • Metros Development Co., Ltd. • Land subdividers & developers (no cemeteries)
Heartcore Enterprises Inc. (the “Holder”) and METROS DEVELOPMENT Co.,Ltd. (the “Issuer”) enter into this STOCK ACQUISITION RIGHTS ALLOTMENT AGREEMENT (this “Agreement”) as of June 23, 2023 (the “Signing Date”) concerning allotment of stock acquisition rights by the Issuer to the Holder as follows:
4th STOCK ACQUISITION RIGHTS ALLOTMENT AGREEMENT4th Stock Acquisition Rights Allotment Agreement • September 26th, 2023 • Metros Development Co., Ltd. • Land subdividers & developers (no cemeteries)
[Business Partner] (the “Holder”) and METROS DEVELOPMENT Co.,Ltd. (the “Issuer”) enter into this STOCK ACQUISITION RIGHTS ALLOTMENT AGREEMENT (this “Agreement”) concerning allotment of stock acquisition rights by the Issuer to the Holder as follows:
3rd STOCK ACQUISITION RIGHTS ALLOTMENT AGREEMENT3rd Stock Acquisition Rights Allotment Agreement • September 26th, 2023 • Metros Development Co., Ltd. • Land subdividers & developers (no cemeteries)
[Employee] (the “Holder”) and METROS DEVELOPMENT Co.,Ltd. (the “Issuer”) enter into this STOCK ACQUISITION RIGHTS ALLOTMENT AGREEMENT (this “Agreement”) concerning allotment of stock acquisition rights by the Issuer to the Holder as follows:
Amendment No. 1 to Consulting and Services Agreement Dated as of October 26, 2022Consulting and Services Agreement • September 26th, 2023 • Metros Development Co., Ltd. • Land subdividers & developers (no cemeteries) • Delaware
This Amendment No. 1 to Consulting and Services Agreement (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”), by and between Metros Development Co., Ltd., a Japanese corporation (the “Company”) and HeartCore Enterprises, Inc., a Delaware corporation (“Consultant”). Each of the Company and Consultant may be referred to herein individually as a “Party” and collectively as the “Parties”.
Amendment No. 2 to Consulting and Services AgreementConsulting and Services Agreement • September 26th, 2023 • Metros Development Co., Ltd. • Land subdividers & developers (no cemeteries) • Delaware
This Amendment No. 2 to Consulting and Services Agreement (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”), by and between Metros Development Co., Ltd., a Japanese corporation (the “Company”) and HeartCore Enterprises, Inc., a Delaware corporation (“Consultant”). Each of the Company and Consultant may be referred to herein individually as a “Party” and collectively as the “Parties”.
