Common use of Purchase Warrants Clause in Contracts

Purchase Warrants. The Company hereby agrees to issue and sell to the Representatives (and/or their designees) on the Closing Date five-year warrants for the purchase of a number of the Shares equal to 7.0% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A(“Representatives’ Warrants”), at an initial exercise price of $0.25 (or 100% of the public offering price per Firm Share). The Representatives’ Warrants and the Shares issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Securities.” The Representatives understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees agrees, subject to the terms and conditions herein set forth, to issue and sell to the Representatives Representative (and/or their its designees) on the Closing Date five-year and each Option Closing Date, as applicable, warrants for (the purchase of a number of the Shares equal to 7.0% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant “Representative’s Warrants”) in the form attached hereto as Exhibit A(“Representatives’ Warrants”)A, The Representative’s Warrants shall consist of warrants to purchase an aggregate number of Ordinary Shares equal to 3.0% of the aggregate number of Shares sold on the Closing Date or the applicable Option Closing Date, as applicable, at an initial exercise price of $0.25 _________ (or 100% of the per Share public offering price per Firm Share)price) and terminating on the fifth anniversary of the commencement of sales of the Offering. The Representatives’ Representative’s Warrants and the Shares issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Representative’s Securities.” The Representatives understand Representative understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Representative’s Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date commencement of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following after the Effective Date to anyone other than (i) an Underwriter or a selected dealer commencement of sales in connection with the Offering, or (ii) an officerexcept expressly permitted by FINRA Rule 5110(e), partner, registered person or affiliate of the Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees agrees, subject to the terms and conditions herein set forth, to issue and sell to the Representatives (and/or their its designees) on the Closing Date five-year and each Option Closing Date as applicable, warrants for (the purchase of a number of the Shares equal to 7.0% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant “Representative Warrants”) in the form attached hereto as Exhibit A(“Representatives’ Warrants”)A, The Representative’s Warrants shall consist of warrants to purchase an aggregate number of Common Shares equal to 7% of the aggregate number of Shares sold on the Closing Date or the applicable Option Closing Date, as applicable, at an initial exercise price of $0.25 6.5625 (or 100125% of the per Share public offering price per Firm Shareprice). The Representatives’ Representative Warrants and the Shares issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Representative’s Securities.” The Representatives understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Representative Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date (as defined below) and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ Representative Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsas permitted by FINRA Rule 5110(e)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representatives Representative (and/or their its designees) on the Closing Date a five-year warrants warrant for the purchase of a number of the Firm Shares equal to 7.05% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A(“Representatives’ WarrantsA (the “Representative’s Warrant”), at an initial exercise price of $0.25 9.00 (or 100% of the public offering price per Firm SharePurchase Price). The Representatives’ Warrants Representative’s Warrant and the Shares issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Representative’s Securities.” The Representatives understand Representative understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Warrants Representative’s Warrant and the underlying Shares during the period of one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ WarrantsRepresentative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the Representatives Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representatives Representative (and/or their its designees) on the Closing Date five-year warrants for the purchase of a number of the Shares equal to 7.0% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A(“Representatives’ A(“Representative’s Warrants”), at an initial exercise price of $0.25 2.40 (or 100120% of the public offering price per Firm Share). The Representatives’ Representative’s Warrants and the Shares issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Representative’s Securities.” The Representatives understand Representative understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Representative’s Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Representatives Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees agrees, subject to the terms and conditions herein set forth, to issue and sell to the Representatives (and/or their its designees) on the Closing Date five-year and each Option Closing Date as applicable, warrants for (the purchase of a number of the Shares equal to 7.0% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant “Representative Warrants”) in the form attached hereto as Exhibit A(“Representatives’ Warrants”)A, The Representative’s Warrants shall consist of warrants to purchase an aggregate number of Common Shares equal to [7%] of the aggregate number of Shares sold on the Closing Date or the applicable Option Closing Date, as applicable, at an initial exercise price of $0.25 [*] (or 100125% of the per Share public offering price per Firm Shareprice). The Representatives’ Representative Warrants and the Shares issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Representative’s Securities.” The Representatives understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Representative Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date (as defined below) and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ Representative Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsas permitted by FINRA Rule 5110(e)(2).

Purchase Warrants. The Company hereby agrees agrees, subject to the terms and conditions herein set forth, to issue and sell to the Representatives (and/or their its designees) on the Closing Date five-year and each Option Closing Date as applicable, warrants for (the purchase of a number of the Shares equal to 7.0% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant “Representative Warrants”) in the form attached hereto as Exhibit A(“Representatives’ Warrants”)A. The Representative Warrants shall consist of warrants to purchase an aggregate number of Common Shares equal to five percent (5%) of the aggregate number of Shares sold on the Closing Date or the applicable Option Closing Date, as applicable, at an initial exercise price of $0.25 [●] (or 100125% of the per Share public offering price per Firm Shareprice). The Representatives’ Representative Warrants and the Shares issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Representative’s Securities.” The Representatives understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Representative Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date (as defined below) and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ Representative Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsas permitted by FINRA Rule 5110(e)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representatives Representative (and/or their its designees) on the Closing Date fivean option (“Representative’s Warrants”) as applicable, three-year warrants (which are stock acquisition rights under Japanese laws) for the purchase of a number of the Shares ADSs equal to 7.04% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A(“Representatives’ Warrants”)A, at an initial exercise price of $0.25 (or 100equal to 125% of the public offering price per Firm Share)share of the ADSs sold in the Offering. The Representatives’ Representative’s Warrants and the Shares ADSs issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Representative’s Securities.” The Representatives understand Representative understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Representative’s Warrants and the underlying Shares ADSs during the one hundred eighty (180) days after beginning on the Effective Date date of commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge pledge, or hypothecate the Representatives’ Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following beginning on the Effective Date to anyone date of commencement of sales of offering, other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsas permitted by FINRA Rule 5110(e)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representatives Representative (and/or their its designees) on the Closing Date (“Representative’s Warrants”) five-year warrants for the purchase of a number of the Shares equal to 7.0% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A(“Representatives’ Warrants”)A, at an initial exercise price of $0.25 5.00 (or 100125% of the public offering price per Firm Share). The Representatives’ Representative’s Warrants and the Shares issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Representative’s Securities.” The Representatives understand Representative understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Representative’s Warrants and the underlying Shares during the one hundred eighty (180) days after following the Effective Date commencement of sales of the Offering, and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date commencement of sales of the Offering to anyone other than (i) an Underwriter or a selected dealer member of FINRA (as defined below) participating in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Representatives Representative or of any such Underwriter or selected dealermember of FINRA; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representatives (and/or their designees) on the Closing Date five-year warrants for the purchase of a number of the Shares equal to 7.0% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A(“RepresentativesA (“Representatives’ Warrants”), at an initial exercise price of $0.25 [●] (or 100% of the public offering price per Firm Share). The Representatives’ Warrants and the Shares issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Securities.” The Representatives understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representatives Representative (and/or their its designees) on the Closing Date (“Representative’s Warrants”) five-year warrants for the purchase of a number of the Shares equal to 7.0% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A(“Representatives’ Warrants”)A, at an initial exercise price of $0.25 [●] (or 100110% of the public offering price per Firm Share). The Representatives’ Representative’s Warrants and the Shares issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Representative’s Securities.” The Representatives understand Representative understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Representative’s Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Representatives Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representatives (and/or their designees) on the Closing Date (“Representatives’ Warrants”) five-year warrants for the purchase of a number of the Shares equal to 7.04.0% of the number of the Firm Shares and Option Shares, if any, Shares issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A(“Representatives’ Warrants”)A, at an initial exercise price of $0.25 [●] (or 100125% of the public offering price per Firm Share). The Representatives’ Warrants and the Shares issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Securities.” The Representatives understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representatives Representative (and/or their its designees) on following the Closing Date an option (“Representative’s Warrants”) as applicable, five-year warrants (which are stock acquisition rights under Japanese laws) for the purchase of a number of the Shares ADSs equal to 7.03% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A(“Representatives’ Warrants”)A, at a purchase price to be determined by a reputable valuation institution as mutually agreed between the Representative and the Company (the “Valuation Procedure”) and appointed by the Company and an initial exercise price of $0.25 11.25 (or 100125% of the public offering price per Firm Shareshare of the ADSs sold in the Offering). The Representatives’ Representative’s Warrants and the Shares ADSs issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Representative’s Securities.” The Representatives understand Representative understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Representative’s Warrants and the underlying Shares ADSs during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge pledge, or hypothecate the Representatives’ Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsas permitted by FINRA Rule 5110(e)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representatives Representative (and/or their its designees) on the Closing Date five-year warrants a warrant or warrants, as applicable (“Representative’s Warrants”), exercisable for a period of five (5) years from the Effective Date for the purchase of a number of shares of the Shares Company’s common stock equal to 7.0% seven percent (7%) of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A(“Representatives’ Warrants”)A, at an initial exercise price of $0.25 equal to one hundred and twenty five percent (or 100% 125%) of the public offering price per Firm Share)share paid by investors in the Offering. The Representatives’ Warrants Representative understands and the Shares issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Securities.” The Representatives understand and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Representative’s Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, officer or partner, registered person or affiliate of the Representatives Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees agrees, subject to the terms and conditions herein set forth, to issue and sell to the Representatives Representative (and/or their its designees) on the Closing Date five-year and each Option Closing Date, as applicable, warrants for (the purchase of a number of the Shares equal to 7.0% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant “Representative’s Warrants”) in the form attached hereto as Exhibit A(“Representatives’ Warrants”)A, The Representative’s Warrants shall consist of warrants to purchase an aggregate number of Ordinary Shares equal to 5.0% of the aggregate number of Shares sold on the Closing Date or the applicable Option Closing Date, as applicable, at an initial exercise price of $0.25 _________ (or 100125% of the per Share public offering price per Firm Share)price) and terminating on the fifth anniversary of the commencement of sales of the Offering. The Representatives’ Representative’s Warrants and the Shares issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Representative’s Securities.” The Representatives understand Representative understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Representative’s Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date commencement of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following after the Effective Date to anyone other than (i) an Underwriter or a selected dealer commencement of sales in connection with the Offering, or (ii) an officerexcept expressly permitted by FINRA Rule 5110(e), partner, registered person or affiliate of the Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representatives Representative (and/or their its designees) on the Closing Date Date, or Option Closing Date, as applicable five-year warrants (“Representative’s Warrants”) for the purchase of a number of the Shares equal to 7.07% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A(“Representatives’ Warrants”)A, at an initial exercise price of $0.25 [ ] (or 100% of the public offering price per Firm Share). The Representatives’ Representative’s Warrants and the Shares issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Representative’s Securities.” The Representatives understand Representative understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Representative’s Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Representatives Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representatives Representative (and/or their its designees) on the Closing Date an option (“Representative’s Warrants”) as applicable, five-year warrants for the purchase of a number of the Shares ADSs equal to 7.07% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A(“Representatives’ Warrants”)A, at an initial exercise price of $0.25 (or 100% of the public offering price per Firm Share)6.25. The Representatives’ Representative’s Warrants and the Shares ADSs issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Representative’s Securities.” The Representatives understand Representative understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Representative’s Warrants and the underlying Shares ADSs during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsas permitted by FINRA Rule 5110(e)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representatives Representative (and/or their its designees) on the Closing Date an option (“Representative’s Warrants”) as applicable, five-year warrants (which are stock acquisition rights under Japanese laws) for the purchase of a number of the Shares ADSs equal to 7.03% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A(“Representatives’ Warrants”)A, at an initial exercise price of $0.25 (or 100equal to 125% of the public offering price per Firm Share)share of the ADSs sold in the Offering. The Representatives’ Representative’s Warrants and the Shares ADSs issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Representative’s Securities.” The Representatives understand Representative understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Representative’s Warrants and the underlying Shares ADSs during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge pledge, or hypothecate the Representatives’ Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsas permitted by FINRA Rule 5110(e)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representatives Representative (and/or their its designees) on the Closing Date (“Representative’s Warrants”) five-year warrants for the purchase of a number of the Shares equal to 7.0% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A(“Representatives’ Warrants”)A, at an initial exercise price of $0.25 [●] (or 100% of the public offering price per Firm Share). The Representatives’ Representative’s Warrants and the Shares issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Representative’s Securities.” The Representatives understand Representative understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Representative’s Warrants and the underlying Shares during the one hundred eighty (180) days after following the Effective Date commencement of sales of the Offering, and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date commencement of sales of the Offering to anyone other than (i) an Underwriter or a selected dealer member of FINRA (as defined below) participating in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Representatives Representative or of any such Underwriter or selected dealermember of FINRA; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representatives Representative (and/or their its designees) on the Closing Date (“Representative’s Warrants”), five-year warrants for the purchase of a number of the Shares equal to 7.07% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A(“Representatives’ Warrants”)A, at an initial exercise price of $0.25 [*] (or 100% of the public offering price per Firm Share). The Representatives’ Representative’s Warrants and the Shares issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Representative’s Securities.” The Representatives understand Representative understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) against transferring the Representatives’ Representative’s Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date commencement of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone commencement of sales in the Offering other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsas permitted by FINRA Rule 5110(e)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representatives Representative (and/or their its designees) on the Closing Date (“Representative’s Warrants”), five-year warrants for the purchase of a number of the Shares equal to 7.07% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A(“Representatives’ Warrants”)A, at an initial exercise price of $0.25 6.75 (or 100135% of the public offering price per Firm Share). The Representatives’ Representative’s Warrants and the Shares issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Representative’s Securities.” The Representatives understand Representative understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) against transferring the Representatives’ Representative’s Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date commencement of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone commencement of sales in the Offering other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsas permitted by FINRA Rule 5110(e)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representatives (and/or their designees) on the Closing Date (“Representatives’ Warrants”) five-year warrants for the purchase of a number of the Shares shares of Common Stock equal to 7.03.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares, if any, Shares issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A(“Representatives’ Warrants”)A, at an initial exercise price of $0.25 [●] (or 100125% of the public offering price per Firm Share). The Representatives’ Warrants and the Shares Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Securities.” The Representatives understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representatives Representative (and/or their its designees) on the Closing Date and each Option Closing Date, as applicable, a five-year warrants warrant for the purchase of a the number of the Shares ADSs equal to 7.02.5% of the aggregate number of the Firm Shares ADSs and Option Shares, ADSs (if any, ) issued in the Offering, pursuant to a warrant agreement in the form attached hereto as Exhibit A(“Representatives’ WarrantsB (the “Representative’s Warrant”), at an initial exercise price of $0.25 (or 100___ per ADS, which is equal to 125% of the public offering price per Firm Share)ADS. The Representatives’ Warrants Representative’s Warrant and the Shares ADSs issuable upon exercise thereof of the Representative’s Warrant are hereinafter referred to together as the “Representatives’ Representative’s Securities.” ”. The Representatives understand Representative understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Warrants Representative’s Warrant and the underlying Shares securities during the one hundred eighty (180) 180 days after the Effective Date commencement date of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ WarrantsRepresentative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) 180 days following after the Effective Date to anyone other than (i) an Underwriter or a selected dealer commencement date of sales in connection with the Offering, or (ii) an officerexcept as expressly permitted by FINRA Rule 5110(e), partner, registered person or affiliate of the Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representatives Representative (and/or their its designees) on following the Closing Date an option (“Representative’s Warrants”) as applicable, five-year warrants (which are stock acquisition rights under Japanese laws) for the purchase of a number of the Shares ADSs equal to 7.03% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A(“Representatives’ Warrants”)A, at a purchase price to be determined by a reputable valuation institution as mutually agreed between the Representative and the Company and appointed by the Company and an initial exercise price of $0.25 (or 100equal to 125% of the public offering price per Firm Share)share of the ADSs sold in the Offering. The Representatives’ Representative’s Warrants and the Shares ADSs issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Representative’s Securities.” The Representatives understand Representative understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Representative’s Warrants and the underlying Shares ADSs during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge pledge, or hypothecate the Representatives’ Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictionsas permitted by FINRA Rule 5110(e)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representatives Representative (and/or their its designees) on the Closing Date (“Representative’s Warrants”) five-year warrants for the purchase of a number of the Shares equal to seven percent (7.0% %) of the number of the sum of the Firm Shares and Option Shares, if any, issued in the OfferingOffering (the “Representative Warrant Shares”), pursuant to a warrant in the form attached hereto as Exhibit A(“Representatives’ Warrants”)A, at an initial exercise price of $0.25 5.00 (or 100% of the public offering price per Firm Share). The Representatives’ Representative’s Warrants and the Representative Warrant Shares issuable upon exercise thereof are hereinafter collectively referred to together as the “Representatives’ Representative’s Securities.” The Representatives understand Representative understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Representative’s Warrants and the underlying Representative Warrant Shares during the one hundred eighty (180) days day period after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Representatives Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representatives Representative (and/or their its designees) on the Closing Date a five-year warrants warrant for the purchase of a number of the Firm Shares equal to 7.05% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A(“Representatives’ WarrantsA (the “Representative’s Warrant”), at an initial exercise price of $0.25 [ ] (or 100% of the public offering price per Firm SharePurchase Price). The Representatives’ Warrants Representative’s Warrant and the Shares issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Representative’s Securities.” The Representatives understand Representative understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Warrants Representative’s Warrant and the underlying Shares during the period of one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ WarrantsRepresentative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person a bona fide officer or affiliate partner of the Representatives Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representatives Representative (and/or their its designees) on the Closing Date or the Option Closing Date, if any, (“Representative’s Warrants”) five-year warrants for the purchase of a number of the Shares equal to 7.0% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A(“Representatives’ Warrants”)A, at an initial exercise price of $0.25 [●] (or 100% of the public offering price per Firm Share). The Representatives’ Representative’s Warrants and the Shares issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Representative’s Securities.” The Representatives understand Representative understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Representative’s Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date commencement of sales of the Offering, and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date commencement of sales of the Offering to anyone other than (i) an Underwriter or a selected dealer member of FINRA (as defined below) participating in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Representatives Representative or of any such Underwriter or selected dealermember of FINRA; and only if any such transferee agrees to the foregoing lock-up restrictions. The Representative understand and agrees that the Representative’s Warrants shall not be exercisable for more than five (5) years after the commencement of sales of the Offering.