UNDERWRITING AGREEMENT between SUSHI ONODERA, INC. and THINKEQUITY LLC as Representative of the Several Underwriters SUSHI ONODERA, INC.Underwriting Agreement • January 29th, 2024 • Sushi Ginza Onodera, Inc. • Retail-eating places • New York
The undersigned, Sushi Onodera, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity 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 set forth below. To the extent there are no additional Underwriters listed on Schedule 1 other than you, the term “Underwriters” shall mean either the singular or plural as the context requires.
Form of Representative’s Warrant AgreementWarrant Agreement • January 29th, 2024 • Sushi Ginza Onodera, Inc. • Retail-eating places
THIS WARRANT TO PURCHASE COMMON STOCK (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 ____, 2024 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sushi Ginza Onodera, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.00001 per share, of the Company (the “Common Stock” and such shares of Common Stock issuable upon exercise of this Warrant, the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being i
Sushi Ginza Onodera, Inc. Indemnification Agreement Dated as of [____________], 20[__]Indemnification Agreement • January 29th, 2024 • Sushi Ginza Onodera, Inc. • Retail-eating places • Delaware
This Indemnification Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Sushi Ginza Onodera, Inc., a Delaware corporation (the “Company”) and [____________] (the “Indemnitee”). The Company and Indemnitee may collective be referred to as the “Parties” and each individually as a “Party”.
Sushi Ginza Onodera, Inc. Independent Director Agreement Dated as of [__________], 20[__]Independent Director Agreement • January 29th, 2024 • Sushi Ginza Onodera, Inc. • Retail-eating places
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 Sushi Ginza Onodera, Inc., a Delaware corporation (“Company”), and [__________________] (“Director”). The Company and Director may be referred to herein individually as a “Party” or collectively as the “Parties”.
LOAN AGREEMENT Between GINZA ONODERA USA INC. (Hereinafter referred to as “Borrower”) And ONODERA GROUP CO., LTD. (Hereinafter referred to as “Lender”)Loan Agreement • January 29th, 2024 • Sushi Ginza Onodera, Inc. • Retail-eating places
LOAN AGREEMENT Between SUSHI GINZA ONODERA, INC. (Hereinafter referred to as “Borrower”) And ONODERA GROUP CO., LTD. (Hereinafter referred to as “Lender”)Loan Agreement • January 29th, 2024 • Sushi Ginza Onodera, Inc. • Retail-eating places
Business consignment agreementBusiness Consignment Agreement • January 29th, 2024 • Sushi Ginza Onodera, Inc. • Retail-eating places
ONODERA FOOD SERVICE CO., LTD. (hereinafter referred to as “First Party”) and NN Asset Management Co., Ltd. (hereinafter referred to as “Second Party”) hereby enter into a business consignment agreement as follows.
