UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 2023 • SYLA Technologies Co., Ltd. • Real estate • New York
The undersigned, SYLA Technologies Co., Ltd., a joint stock corporation with limited liability organized under the laws of Japan (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters, if any, 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:
SYLA TECHNOLOGIES CO., LTD. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit 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.
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,...SYLA Technologies Co., Ltd. • March 31st, 2023 • Real estate • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2022 (THE DATE OF ISSUANCE). VOID AFTER 5:00 P.M., EASTERN TIME, [●], 202_ (THE DATE THAT IS FIVE YEARS FROM THE COMMENCEMENT OF SALES OF SHARES IN THE OFFERING).
CONSULTING AND SERVICES AGREEMENT Dated as of May 13, 2022Consulting 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, 2022Consulting 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, 2022Consulting 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 AGREEMENT9th 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:
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • April 18th, 2023 • SYLA Technologies Co., Ltd. • Real estate • New York
This Services Agreement (this “Agreement”) is entered into as of March 28, 2023 (the “Effective Date”) by and between FMW Media Works LLC, (“Consultant”) a Wyoming corporation with the business address of 1309 Coffeen Avenue, Suite 2279, Sheridan, WY 82801 (“Consultant”) and SYLA Technologies Co., LTD (the “Company”) an entity incorporated in Japan with the business address of Ebisu Prime Square Tower 7F, 1-1-39. Hiroo, Shibuya-ku, Tokyo, Japan.
Basic Agreement on Collaboration*Basic Agreement on Collaboration • May 15th, 2024 • SYLA Technologies Co., Ltd. • Real estate
SYLA Technologies Co., Ltd. (“SYLA”) and BlackRock Japan Co., Ltd. (“BlackRock”) hereby enter into a Basic Agreement (the “Basic Agreement”) with respect to the real estate business operated by both companies, regarding the collaboration set forth in Articles 1 through 3 of the Basic Agreement.
Share Transfer Agreement* Jun Planning Co., Ltd. Nobukazu Kawai Junji Kawai Akie Kawai SYLA Technologies Co., Ltd. November 15, 2023 Share Transfer AgreementShare Transfer Agreement • May 15th, 2024 • SYLA Technologies Co., Ltd. • Real estate
Jun Planning Corporation (“Seller 1”), Nobukazu Kawai (“Seller 2”), Junji Kawai (“Seller 3”), and Akie Kawai (“Seller 4”; collectively with Seller 1, Seller 2, and Seller 3, the “Sellers”) and SYLA Technologies Co., Ltd. (the “Buyer”) shall enter into a Share Transfer Agreement (the “Agreement”) as follows, regarding the transfer of the shares of RIBERESUTE CORPORATION (“Subject Company” or “RIBERESUTE”) held by the Sellers.
Business Transfer AgreementBusiness Transfer Agreement • January 31st, 2023 • SYLA Technologies Co., Ltd. • Real estate
Syla Brain Co., Ltd. (“Brain”) and Syla Co., Ltd. (“Syla”), subsidiaries of Syla Technologies Co., Ltd. (“Technologies”), and Getworks co., ltd. (“Getworks”; together with Brain and Syla, collectively referred to herein as the “Parties” and individually as a “Party”) enter into this BUSINESS TRANSFER AGREEMENT as of January 20, 2023 (this “Agreement”) concerning the transfer of crypto-asset mining machine business of Brain and Syla (as described in Appendix 1, the “Business”) to Getworks as follows:
Capital and Business Alliance Agreement* RIBERESUTE CORPORATION SYLA Technologies Co., Ltd. January 23, 2024 Capital and Business Alliance AgreementAlliance Agreement • May 15th, 2024 • SYLA Technologies Co., Ltd. • Real estate
RIBERESUTE CORPORATION (“RIBERESUTE”) and SYLA Technologies, Co., Ltd. (“SYLA”) shall enter into a Capital and Business Alliance Agreement (the “Agreement”) as follows, in connection with SYLA’s acquisition of shares of RIBERESUTE from the Sellers (as defined in Article 2.1), who are the major shareholders of RIBERESUTE.
