Common use of Purchase Warrants Clause in Contracts

Purchase Warrants. The Company hereby agrees, subject to the terms and conditions herein set forth, to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Date as applicable, warrants (the “Representative Warrants”) in the form attached hereto as Exhibit A. The Representative Warrants shall consist of warrants to purchase an aggregate number of Common Shares equal to five percent (5%) of the aggregate number of Shares sold on the Closing Date or the applicable Option Closing Date, as applicable, at an initial exercise price of $[●] (or 110% of the per Share public offering price). The Representative Warrants and the Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date (as defined below) and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date other than as permitted by FINRA Rule 5110(e)(2).

Purchase Warrants. The Company hereby agrees, subject to the terms and conditions herein set forth, agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Date an option (“Representative’s Warrants”) as applicable, three-year warrants (which are stock acquisition rights under Japanese laws) for the “Representative Warrants”) purchase of a number of ADSs equal to 4% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A. The Representative Warrants shall consist of warrants to purchase an aggregate number of Common Shares equal to five percent (5%) of the aggregate number of Shares sold on the Closing Date or the applicable Option Closing Date, as applicableA, at an initial exercise price of $[●] (or 110equal to 125% of the price per Share public offering price)share of the ADSs sold in the Offering. The Representative Representative’s Warrants and the Shares ADSs issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understand understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative Representative’s Warrants and the underlying Shares ADSs during the one hundred eighty (180) days after beginning on the Effective Date (as defined below) date of commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge pledge, or hypothecate the Representative Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following beginning on the Effective Date date of commencement of sales of offering, other than as permitted by FINRA Rule 5110(e)(2).

Purchase Warrants. The Company hereby agrees, subject to the terms and conditions herein set forth, to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Date as applicable, warrants (the “Representative Warrants”) in the form attached hereto as Exhibit A. The Representative Warrants shall consist of warrants to purchase an aggregate number of Common Shares equal to five and one-half percent (55.5%) of the aggregate number of Shares sold on the Closing Date or the applicable Option Closing Date, as applicable, at an initial exercise price of $[●] (or 110125% of the per Share public offering price). The Representative Warrants and the Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date (as defined below) and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date other than as permitted by FINRA Rule 5110(e)(2).

Purchase Warrants. The Company hereby agrees, subject to the terms and conditions herein set forth, agrees to issue and sell to the Representative (and/or its designees) on the Closing Date and each Option Closing Date as applicable, warrants (the “Representative Representative’s Warrants”) five-year warrants for the purchase of a number of the Shares equal to 7.0% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A. The Representative Warrants shall consist of warrants to purchase an aggregate number of Common Shares equal to five percent (5%) of the aggregate number of Shares sold on the Closing Date or the applicable Option Closing Date, as applicableA, at an initial exercise price of $[●] 5.00 (or 110125% of the per Share public offering priceprice per Firm Share). The Representative Representative’s Warrants and the Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understand understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative Representative’s Warrants and the underlying Shares during the one hundred eighty (180) days after following the Effective Date (as defined below) commencement of sales of the Offering, and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date commencement of sales of the Offering to anyone other than (i) a member of FINRA (as permitted by FINRA Rule 5110(e)(2)defined below) participating in the Offering, or (ii) an officer, partner, registered person or affiliate of the Representative or of any such member of FINRA; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees, subject to the terms and conditions herein set forth, to issue and sell to the Representative Underwriters (and/or its designees) on the Closing Date and each Option Closing Date as applicable, warrants (the “Representative Underwriters’ Warrants”) in the form attached hereto as Exhibit A. The Representative Underwriter’s Warrants shall consist of warrants to purchase an aggregate number of Common Shares equal to five three percent (53%) of the aggregate number of Shares sold on the Closing Date or the applicable Option Closing Date, as applicable, at an initial exercise price of $[●] (or 110120% of the per Share public offering price). The Representative Underwriters’ Warrants and the Shares shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Underwriters’ Securities.” The Representative Underwriters understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date (as defined below) and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date other than as permitted by FINRA Rule 5110(e)(2).