9Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, MEDIROM HEALTHCARE TECHNOLOGIES INC. By: Name: Title: Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC By: Name: Title: ThinkEquity LLC TOTAL Sch. 1-1 Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per ADS: $[●] Underwriting Discount per ADS: $[●] Underwriting Non-accountable expense allowance per ADS: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] Sch. 2-1 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Tsukasa Karyu ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Sch. 3-1 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, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF THE UNDERWRITING AGREEMENT TO ANYONE OTHER THAN (I) THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC, OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ], 2025. VOID AFTER 5:00 P.M., EASTERN TIME, [ ], 2029. Warrant Shares: Initial Exercise Date: [ ], 2025 THIS WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, or its/his/her 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 [ ], 2025 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the date of the Underwriting Agreement (the “Termination Date”) but not thereafter, to subscribe for and purchase from MEDIROM Healthcare Technologies Inc., a company organized under the laws of Japan (the “Company”), up to [●] American Depositary Shares (“ADSs”), each ADS representing one common share, no par value (the “Common Shares”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Appears in 2 contracts
Sources: Underwriting Agreement (Medirom Healthcare Technologies Inc.), Underwriting Agreement (Medirom Healthcare Technologies Inc.)
9Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, MEDIROM HEALTHCARE TECHNOLOGIES INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Head of Investment Banking THINKEQUITY Underwriter Total Number ofFirm Shares to be Purchased Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised ThinkEquity LLC 2,860,000 429,000 TOTAL 2,860,000 429,000 By: Name: Title: ThinkEquity LLC TOTAL Sch. 1-1 Number of Firm Shares: [●] 2,860,000 Number of Option Shares: [●] 429,000 Public Offering Price per ADS: $[●] 1.75 Underwriting Discount per ADS: $[●] 0.13125 Underwriting Non-accountable expense allowance per ADS: $[●] 0.0175 Proceeds to Company per Share (before expenses): $[●] 1.60125 [None.] . [None.] . Sch. 2-1 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Tsukasa Karyu ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Sch. 3-1 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, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF THE UNDERWRITING AGREEMENT TO ANYONE OTHER THAN (I) THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC, OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ]JUNE 7, 2025. VOID AFTER 5:00 P.M., EASTERN TIME, [ ]DECEMBER 9, 2029. Warrant Shares: Initial Exercise Date: [ ], 2025 _______ THIS WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its/his/her 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 [ ]June 7, 2025 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the date of the Underwriting Agreement (the “Termination Date”) but not thereafter, to subscribe for and purchase from MEDIROM Healthcare Technologies Inc., a company organized under the laws of Japan (the “Company”), up to [●] 143,000 American Depositary Shares (“ADSs”), each ADS representing one common share, no par value (the “Common Shares”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). .
Appears in 1 contract
Sources: Underwriting Agreement (Medirom Healthcare Technologies Inc.)
9Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance noncompliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between us. Very truly yours, MEDIROM HEALTHCARE TECHNOLOGIES INC. By: /s/ ▇▇▇▇ ▇’▇▇▇▇▇▇ Name: ▇▇▇▇ ▇’▇▇▇▇▇▇ Title: CEO Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto: THINKEQUITY LLC By: Name: Title: ThinkEquity LLC TOTAL Sch. 1-1 Number of Firm Shares: [●] Number of Option Shares: [●] Public Offering Price per ADS: $[●] Underwriting Discount per ADS: $[●] Underwriting Non-accountable expense allowance per ADS: $[●] Proceeds to Company per Share (before expenses): $[●] [None.] [None.] Sch. 2-1 ▇▇ ▇▇▇▇▇▇ ▇▇▇LLC By: /s/▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Tsukasa Karyu ▇▇▇▇▇ ▇____________________ Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Supervisory Principal ▇▇ ▇▇▇▇▇▇ LLC 1,995,000 0 300,000 ▇.▇. ▇▇▇▇▇▇▇▇ Sch& Co., Inc. 5,000 0 0 TOTAL 2,000,000 0 300,000 Number of Firm Shares: 2,000,000 Number of Firm Pre-Funded Warrants: 0 Number of Option Shares and/or Option Pre-Funded Warrants: 300,000 Public Offering Price per Share: $1 Public Offering Price per Pre-Funded Warrant: $0.999 Underwriting Discount per Share: $0.07 Underwriting Discount per Pre-Funded Warrant: $0.0699 Proceeds to Company per Share (before expenses): $0.93 Proceeds to Company per Pre-Funded Warrant (before expenses): $0.9291 None. 3-1 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, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE DATE OF THE UNDERWRITING AGREEMENT TO ANYONE OTHER THAN (I) THINKEQUITY LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF THINKEQUITY LLC, OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER. THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ], 2025. VOID AFTER 5:00 P.M., EASTERN TIME, [ ], 2029. Warrant Shares: Initial Exercise Issue Date: [ [_], 2025 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT TO PURCHASE AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, ,_____________ or its/his/her its assigns (the “Holder”) is entitled, upon the terms and termsand subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 2025 (the “Initial Exercise Date”) and, Issue Date and until this Warrant is exercised in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the date of the Underwriting Agreement full (the “Termination Date”) but not thereafter, to subscribe for and purchase from MEDIROM Healthcare Technologies Inc.AppTech Payments Corp., a company organized under the laws of Japan Delaware corporation (the “Company”), up to [●] American Depositary Shares ______ shares of Common Stock (“ADSs”)as subject to adjustment hereunder, each ADS representing one common share, no par value (the “Common Shares”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one ADS share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). .
Appears in 1 contract