UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2024 • rYojbaba Co., Ltd. • Services-management consulting services • New York
The undersigned, rYojbaba 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 named on Schedule 1 hereto for which the Representative is acting as representative to the several underwriters (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
CONSULTING AND SERVICES AGREEMENT Dated as of April 4, 2023Consulting and Services Agreement • August 2nd, 2024 • rYojbaba Co., Ltd. • Services-management consulting services • 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 rYojbaba Inc., 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.”
UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2024 • rYojbaba Co., Ltd. • Services-management consulting services • New York
The undersigned, rYojbaba Co., Ltd., a joint stock corporation with limited liability organized under the laws of Japan (the “Company”), hereby confirms its agreement (this “Agreement”) with Network 1 Financial Securities, Inc. (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 to the several underwriters (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
1st Stock Acquisition Rights Allotment AgreementStock Acquisition Rights Allotment Agreement • August 2nd, 2024 • rYojbaba Co., Ltd. • Services-management consulting services
Heartcore Enterprises, Inc. (hereinafter referred to as the “Right Holder”) and rYojbaba Co., Ltd. (hereinafter referred to as the “Issuing Company”) have entered into a stock acquisition rights allotment agreement on March 3, 2024 (hereinafter referred to as the “Execution Date”) with respect to allotment, etc. of stock acquisition rights by the Issuing Company to the Right Holder (hereinafter referred to as the “Agreement”).
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,...rYojbaba Co., Ltd. • August 2nd, 2024 • Services-management consulting services • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 202[●] (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 COMMON SHARES IN THE OFFERING).
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,...rYojbaba Co., Ltd. • November 8th, 2024 • Services-management consulting services • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 202[●] (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 COMMON SHARES IN THE OFFERING).
RYOJBABA CO., LTD. Independent Director Agreement (Director Name: Mr. Ferdinand Groenewald) Dated as of _______, 2024Independent Director Agreement • November 8th, 2024 • rYojbaba Co., Ltd. • Services-management consulting services
This Independent Director Agreement (this “Agreement”), dated and made effective as of the date first set forth above (the “Effective Date”), is entered into by and between rYojbaba Co., Ltd., a Japanese corporation (“Company”), and Ferdinand Groenewald (“Director”). The Company and Director may be referred to herein individually as a “Party” or collectively as the “Parties”.
