PIXIE DUST TECHNOLOGIES INC. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • June 30th, 2023 • Pixie Dust Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
DEPOSIT AGREEMENT dated as of , 2023 among PIXIE DUST TECHNOLOGIES INC., 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.
UNDERWRITING AGREEMENTUnderwriting Agreement • June 30th, 2023 • Pixie Dust Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
The undersigned, Pixie Dust Technologies, Inc., 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:
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 FURTHER AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE...Purchase Warrant Agreement • June 30th, 2023 • Pixie Dust Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2023 (THE DATE OF ISSUANCE) AND WILL BECOME VOID AFTER 5:00 P.M., EASTERN TIME, [●], 2028 (THE DATE THAT IS FIVE YEARS FROM THE COMMENCEMENT OF SALES OF SHARES IN THE OFFERING).
