SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 30th, 2024 • Yoshitsu Co., LTD • Retail-retail stores, nec • New York
This Securities Purchase Agreement (this “Agreement”), dated as of January 26, 2024, is by and between Yoshitsu Co., Ltd, a stock company incorporated pursuant to the laws of Japan (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Mei Kanayama Yoshitsu Co., Ltd. Harumi Building, 2-5-9 Kotobashi, Sumida-ku, Tokyo, 130-0022 Japan Dear Mr. Kanayama:Yoshitsu Co., LTD • January 30th, 2024 • Retail-retail stores, nec • New York
This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Yoshitsu Co., Ltd, a stock company incorporated pursuant to the laws of Japan (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of 5,970,152 American depositary shares, or ADSs, each representing one (1) ordinary share (the “Ordinary Share”) of the Company (the “Shares”) and up to 5,970,152 warrants (the “Warrants”), with each such Warrant representing the right of the holder thereof to purchase one ADS for US$0.67 per ADS. The ADSs issuable upon exercise of the Warrants are hereinafter referred to as “Warrant Shares.” The terms of the Placement of the ADSs and Warrants shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitut
AMERICAN DEPOSITARY SHARE PURCHASE WARRANT YOSHITSU CO., LTDYoshitsu Co., LTD • January 30th, 2024 • Retail-retail stores, nec • New York
THIS AMERICAN DEPOSITARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 30, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Yoshitsu Co., Ltd, a Japanese company (the “Company”), up to [●] American Depositary Shares (as hereinafter defined) (as subject to adjustment hereunder, the “Warrant Shares”). Such Warrant Shares shall be in the form of Uncertificated Warrant Shares as defined hereunder. The purchase price of one American Depositary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
LOCK-UP AGREEMENTLock-Up Agreement • January 30th, 2024 • Yoshitsu Co., LTD • Retail-retail stores, nec
Re: Securities Purchase Agreement, dated as of January ___, 2024 (the “Purchase Agreement”), between Yoshitsu Co., Ltd., a stock company incorporated pursuant to the laws of Japan (the “Company”) and the purchasers signatory thereto
