PicoCELA Inc. Sample Contracts
DEPOSIT AGREEMENT by and among PicoCELA Inc. and CITIBANK, N.A., as Depositary, and ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [●]Deposit Agreement • November 20th, 2024 • PicoCELA Inc. • Electric lighting & wiring equipment • New York
DEPOSIT AGREEMENT, dated as of [●], by and among (i) PicoCELA Inc., a joint-stock corporation (kabushiki kaisha) with limited liability organized and existing under the laws of Japan, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
PicoCELA Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2024 • PicoCELA Inc. • Electric lighting & wiring equipment • New York
Confidential ODM Service AgreementOdm Service Agreement • November 20th, 2024 • PicoCELA Inc. • Electric lighting & wiring equipment
This Agreement (“Agreement”) is made effective as of the 20th day of June, 2023 between Emplus Technologies, Inc. (“EMPLUS”), a Taiwan ROC corporation, with its principal place of business at 10F, Building B, No.209, Sec. 1, Nangang Rd., Nangang Dist., Taipei City 11568, and PicoCELA Inc., a Japanese corporation, with its principal place of business at SANOS Nihonbashi 4F, 2-34-5 Nihonbashi Ningyo-cho, Chuo-ku, Tokyo 103-0013 Japan (“Company”), together or individually hereinafter referred to as “Parties” or “Party” as appropriate.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 28th, 2025 • PicoCELA Inc. • Electric lighting & wiring equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 22, 2025, between PicoCELA Inc., a joint-stock corporation with limited liability incorporated under the laws of the Japan (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 28th, 2025 • PicoCELA Inc. • Electric lighting & wiring equipment • New York
This agreement (the “Agreement”) constitutes the agreement between Revere Securities LLC, as representative of the placement agents named on Schedule A hereto (the “Placement Agent”), and PicoCELA Inc., a joint-stock corporation with limited liability organized under the laws of Japan (the “Company”), pursuant to which the Placement Agent shall serve as placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed public offering (the “Placement”) of American depositary shares (the “ADSs” or the “Securities”), with each ADS representing one (1) common share, no par value, of the Company (the “Common Shares”).
First Convertible Bond with Stock Acquisition Rights Subscription AgreementConvertible Bond Subscription Agreement • November 20th, 2024 • PicoCELA Inc. • Electric lighting & wiring equipment
PicoCELA Inc. (hereinafter referred to as the “Issuer”) and You Planning LLC (hereinafter referred to as the “Underwriter”) agree as follows regarding the allocation and underwriting of the first convertible bond with stock acquisition rights issued by the Issuer.
Lease Agreement for Rental Room SANOS Nihonbashi Building 4th Floor Lessor: Sano Corporation Lessee: PicoCELA Inc. Lease Period: July 27, 2024 - July 26, 2026Lease Agreement • November 20th, 2024 • PicoCELA Inc. • Electric lighting & wiring equipment
Party A and Party B hereby enter into this lease agreement (hereinafter referred to as “this Agreement”) for the rental property described in the contract details, under the terms and conditions set forth below. This Agreement is made in duplicate, with each party retaining one copy after signing (or affixing a signature) and sealing.
Fixed-Term Building Lease AgreementFixed-Term Building Lease Agreement • November 20th, 2024 • PicoCELA Inc. • Electric lighting & wiring equipment
Original Design & Manufacturing (ODM) Services AgreementOriginal Design & Manufacturing Services Agreement • November 20th, 2024 • PicoCELA Inc. • Electric lighting & wiring equipment
This Original Design & Manufacturing (ODM) Agreement (“Agreement”) is made by and between Compex Technologies Pte Ltd., a Singapore corporation, at No. 9 Harrison Road, #05-01, Singapore 369651 (“Supplier”) and PicoCELA Inc., a Japan corporation, with its principal office at SANOS Nihonbashi 4F, 2-34-5 Nihonbashi Ningyo-cho, Chuo-ku, Tokyo 103-0013 Japan, and any of its wholly owned subsidiary, for themselves and on behalf of their Affiliates, (collectively “PicoCELA”), and is effective as of __17th June 2022_ (the “Effective Date”).
AGREEMENTPurchase Agreement • November 20th, 2024 • PicoCELA Inc. • Electric lighting & wiring equipment
SolidRun Ltd., an Israel corporation, having its principal place of business at 7 HaMada St PO Box 320 Yokne’am Illit 2069201 Israel (hereinafter referred to as “Company “) and PicoCELA Inc., a Japanese corporation, having its principal place of business at SANOS Nihonbashi 4th Floor, 2-34-5 Nihonbashi Ningyo-cho, Chuo-ku, Tokyo, Japan (hereinafter referred to as “BUYER”).
Software License AgreementSoftware License Agreement • September 23rd, 2024 • PicoCELA Inc. • Electric lighting & wiring equipment
Customer Name (hereinafter referred to as “Party A”) and PicoCELA Inc. (hereinafter referred to as “Party B”) hereby enter into the following agreement (hereinafter referred to as “this Agreement”) regarding Party B’s licensing of the software (defined below) to Party A.
Lease AgreementLease Agreement • November 20th, 2024 • PicoCELA Inc. • Electric lighting & wiring equipment
Fukuoka SRP Co., Ltd. (hereinafter referred to as “Party A”) and PicoCELA Inc. (hereinafter referred to as “Party B”) hereby enter into this lease agreement (hereinafter referred to as “this Agreement”) regarding the leased property listed in Article 1 owned by Party A (hereinafter referred to as “the Property”) under the following terms and conditions.
Rental Room Fixed-Term Lease AgreementRental Room Fixed-Term Lease Agreement • November 20th, 2024 • PicoCELA Inc. • Electric lighting & wiring equipment
Stock Option Allocation AgreementStock Option Allocation Agreement • November 20th, 2024 • PicoCELA Inc. • Electric lighting & wiring equipment
PicoCELA Inc.(hereinafter referred to as “Party A”) and [Recipient’s Name] (hereinafter referred to as “Party B”) hereby enter into this Stock Option Allocation Agreement (hereinafter referred to as “this Agreement”) concerning the allocation of stock options under the Companies Act as follows.
Sales ContractSales Contract • November 20th, 2024 • PicoCELA Inc. • Electric lighting & wiring equipment
Customer Name (hereinafter referred to as “Party A”) and PicoCELA Inc. (hereinafter referred to as “Party B”) hereby enter into the following agreement (hereinafter referred to as “this Agreement”) regarding the granting of sales rights for the products specified in the attached document (hereinafter referred to as “the Products”) sold by Party B to Party A.
Basic Transaction AgreementBasic Transaction Agreement • November 20th, 2024 • PicoCELA Inc. • Electric lighting & wiring equipment
Annex no. 1 to Lease Agreement no. 1802 – P_1949Lease Agreement • November 20th, 2024 • PicoCELA Inc. • Electric lighting & wiring equipment
with its registered office in Warsaw (00-613) at Chałubińskiego 8, KRS (National Court Register) No. 353244, REGON (National Official Business Register) No. 142277036, with a capital of PLN 25.000 fully paid-up, hereinafter referred to as the Lessor, represented by:
Basic Sales AgreementBasic Sales Agreement • November 20th, 2024 • PicoCELA Inc. • Electric lighting & wiring equipment
This Basic Sales Agreement (hereinafter referred to as “this Agreement”) is made and entered into by and between PicoCELA Inc. (hereinafter referred to as “Party A”) and Kaga (Taiwan) Electronics Co., Ltd. (hereinafter referred to as “Party B”), concerning the fundamental matters related to transactions of the products (including semi-finished products, parts, and materials, collectively referred to hereinafter as “the Products”) handled by Party B, as follows:
Patent Implementation License AgreementPatent Implementation License Agreement • November 20th, 2024 • PicoCELA Inc. • Electric lighting & wiring equipment
PicoCELA Inc. Issues Restricted Common Shares to Nikken Lease Kogyo Co. Ltd.Share Subscription Agreement • May 1st, 2025 • PicoCELA Inc. • Electric lighting & wiring equipment
Tokyo, Japan, May 1, 2025 – On April 28, 2025, PicoCELA Inc. (“PicoCELA” or the “Company,” Nasdaq: PCLA), a Tokyo-based provider of enterprise wireless mesh solutions, entered into a share subscription agreement (the “Agreement”) with Nikken Lease Kogyo Co., Ltd. (“Nikken”), a Tokyo-based company specializing in the sales and leasing of temporary construction materials and equipment, pursuant to which the Company agreed to issue 2,531,645 common shares (the “Shares”) to Nikken at a purchase price of JPY79 (or $0.55*) per share, for an aggregate purchase price of JPY199,999,955 (or $1,396,160), on April 30, 2025. The objective of this private placement is to undertake a joint project aimed at developing new products. The Shares were issued to Nikken on April 30, 2025.
SPIRIT ADVISORS LLC CONSULTING AGREEMENTConsulting Agreement • November 20th, 2024 • PicoCELA Inc. • Electric lighting & wiring equipment • New York
This Consulting Agreement (the “Agreement”) is dated as of March 31, 2023 (the “Effective Date”), and is made by and between Spirit Advisors, LLC, a Delaware limited liability company (“Spirit Advisors LLC”), and PicoCELA Inc., a Japanese corporation (the”Client”) and its affiliated or controlled entities with respect to certain services provided by Spirit Advisors LLC as described herein. The parties hereby agree to the following terms and conditions in connection with such services.