UNDERWRITING AGREEMENT between YOSHIHARU GLOBAL CO. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters YOSHIHARU GLOBAL CO. UNDERWRITING AGREEMENTUnderwriting Agreement • August 30th, 2022 • Yoshiharu Global Co. • Retail-eating places • New York
The undersigned, Yoshiharu Global Co., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 25th, 2022 • Yoshiharu Global Co. • Retail-eating places • New York
This Agreement, made and entered into effective as of the ___ day of _____, 2022 (“Agreement”), by and between Yoshiharu Global Co., a Delaware corporation (“Company”), and ____________ (“Indemnitee”).
Yoshiharu Global Co., And Vstock Transfer, LLC, as Warrant Agent Warrant Agency Agreement Dated as of_________ 2022 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • February 9th, 2022 • Yoshiharu Global Co. • Retail-eating places • New York
WARRANT AGENCY AGREEMENT, dated as of ___________, 2022 (“Agreement”) between Yoshiharu Global Co., a Delaware corporation (the “Company”), and Vstock Transfer, LLC, a limited liability company organized under the laws of California (the “Warrant Agent”).
Form of Lock-Up AgreementYoshiharu Global Co. • May 31st, 2022 • Retail-eating places • New York
AMENDED AND RESTATED ASSET Purchase agreementAsset Purchase Agreement • September 4th, 2024 • Yoshiharu Global Co. • Retail-eating places
THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT, dated as of June 12, 2024, is being executed in connection with that certain Asset Purchase Agreement dated as of November 21, 2023 (the “Agreement”), by and among JJANGA LLC “Jjanga Entity”, HJH LLC (“HJH Entity”), and RAMEN AKU LLC (“AKU Entity”, and together with Jjanga Entity and HJH Entity, the “Restaurant Entities”), Jihyuck Hwang, a natural person (together with the Restaurant Entities, collectively, the “Sellers”), Yoshiharu Global Co., a Delaware corporation (“YOSH”) and Yoshiharu LV, Inc., a Nevada corporation and wholly owned subsidiary of YOSH (together with YOSH, the “Buyer”).
Seller Carry Loan Note Principal Amount: Six Hundred Thousand ($600,000.00) Date: [Closing date]Yoshiharu Global Co. • September 4th, 2024 • Retail-eating places • California
AMENDED AND RESTATED ASSET Purchase agreementAsset Purchase Agreement • June 17th, 2024 • Yoshiharu Global Co. • Retail-eating places
THIS AMENDED AND RESTATED ASSET PURCHASE AGREEMENT, dated as of June 12, 2024, is being executed in connection with that certain Asset Purchase Agreement dated as of November 21, 2023 (the “Agreement”), by and among JJANGA LLC “Jjanga Entity”, HJH LLC (“HJH Entity”), and RAMEN AKU LLC (“AKU Entity”, and together with Jjanga Entity and HJH Entity, the “Restaurant Entities”), Jihyuck Hwang, a natural person (together with the Restaurant Entities, collectively, the “Sellers”), Yoshiharu Global Co., a Delaware corporation (“YOSH”) and Yoshiharu LV, Inc., a Nevada corporation and wholly owned subsidiary of YOSH (together with YOSH, the “Buyer”).
THE IRVINE COMPANY RETAIL LEASERetail Lease • January 25th, 2022 • Yoshiharu Global Co. • Retail-eating places • California
THIS RETAIL LEASE and all exhibits attached hereto (collectively, “Lease”) is entered into by Landlord and Tenant and is effective as of December 30, 2020 (“Lease Date”).
LEASE 11525 SOUTH STREET CERRITOS, CALIFORNIA CERRITOS WEST COVENANT GROUP LLC, a Nevada limited liability company as Landlord and YOSHIHARU CERRITOS, a California Corporation, dba “Yoshiharu Japanese Ramen” as Tenant LEASELease • January 25th, 2022 • Yoshiharu Global Co. • Retail-eating places • California
This Lease (“Lease”) is entered into as of the “Effective Date” (as defined in Section 1.1 below) by and between “Landlord” and “Tenant” (each as defined in Sections 1.2 and 1.3 below).
SHOPPING CENTER LEASECenter Lease • January 25th, 2022 • Yoshiharu Global Co. • Retail-eating places
amendment TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 19th, 2024 • Yoshiharu Global Co. • Retail-eating places
This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated as of April 18, 2024 by and between Yoshiharu Global Co., a Delaware corporation (the “Company”), and Alumni Capital LP, a Delaware limited partnership (the “Investor”).
amendment TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2024 • Yoshiharu Global Co. • Retail-eating places
This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated as of April 18, 2024 by and between Yoshiharu Global Co., a Delaware corporation (the “Company”), and Alumni Capital LP, a Delaware limited partnership (the “Investor”).
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • January 25th, 2022 • Yoshiharu Global Co. • Retail-eating places • New York
WARRANT AGENCY AGREEMENT (this “Agreement”), dated as of _______ , 2022 (the “Issuance Date”) between Yoshiharu Global Co., a Delaware corporation (the “Company”), and Vstock Transfer, LLC, a limited liability company organized under the laws of California (the “Warrant Agent”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 25th, 2022 • Yoshiharu Global Co. • Retail-eating places • California
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into as of January 9, 2021, by and among Yoshiharu Global Co., a Delaware corporation (the “Company”), YOSHIHARU HOLDINGS CO., a California corporation (“HoldCo”) and James Chae, an individual (the “Stockholder”).
