0001493152-22-032659 Sample Contracts

SYLA TECHNOLOGIES CO., LTD. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement
Deposit Agreement • November 16th, 2022 • SYLA Technologies Co., Ltd. • Real estate • New York

DEPOSIT AGREEMENT dated as of __________, 2022 among SYLA TECHNOLOGIES CO., LTD., 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.

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CONSULTING AND SERVICES AGREEMENT Dated as of May 13, 2022
Consulting and Services Agreement • November 16th, 2022 • SYLA Technologies Co., Ltd. • Real estate • 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 SYLA Holdings 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 AGREEMENT Dated as of November 15, 2022
Consulting and Services Agreement • November 16th, 2022 • SYLA Technologies Co., Ltd. • Real estate • Delaware

This Amendment No. 2 to Consulting and Services Agreement (this “Amendment No. 2”) is made and entered into as of the date first set forth above (the “Amendment Date”), by and between SYLA Technologies 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. 1 TO CONSULTING AND SERVICES AGREEMENT Dated as of August 17, 2022
Consulting and Services Agreement • November 16th, 2022 • SYLA Technologies Co., Ltd. • Real estate • 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 Syla Technologies 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.”

9TH STOCK ACQUISITION RIGHTS ALLOTMENT AGREEMENT
9th Stock Acquisition Rights Allotment Agreement • November 16th, 2022 • SYLA Technologies Co., Ltd. • Real estate

Heartcore Enterprises Inc. (the “Holder”) and SYLA Technologies Co., Ltd. (the “Issuer”) enter into this STOCK ACQUISITION RIGHTS ALLOTMENT AGREEMENT (this “Agreement”) as of November 9, 2022 (the “Signing Date”) concerning allotment of stock acquisition rights by the Issuer to the Holder as follows:

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