Certain Common Stock of Novarese, Inc. are subject to a Lock-Up Agreement Ending on 26-DEC-2023.
December 25, 2023
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Certain Common Stock of Novarese, Inc. are subject to a Lock-Up Agreement Ending on 26-DEC-2023. These Common Stock will be under lockup for 179 days starting from 30-JUN-2023 to 26-DEC-2023.
Details:
In connection with the secondary offering by purchase and underwriting by the underwriters, the seller and lender, Polaris III Investment Business Limited Liability Partnership and Tiara CG Private Equity Fund 2013, LP, have signed a principal underwriting agreement with the lead underwriter. From the date of listing (trading commencement) to September 27, 2023, which is 90 days after the listing (trading start) date (including that day), without the prior written consent of the lead managing company, the sale of the Company's common stock, etc. , secondary offering by underwriters' purchase and acceptance, lending of common stock of the Company for secondary offering by way of over-allotment, and acquisition of common stock of the Company by the lead managing company, which is subject to the Green Shoe Option, etc.). I agree with you.
In addition, Hiroki Ogino, Akitoshi Masuyama, Junji Nakahara, Yuya Kobayashi, Issei Suzuki, Yoshitomo Nishita, Minoru Kurahashi, Tetsuro Yokota, and Mitsunobu Fukumoto, who are holders of stock acquisition rights of the Company, have entered into a principal underwriting agreement with the lead managing company. During the period from the execution date to September 27, 2023, which is 90 days after the listing (trading start) date (including that day), the sale, etc. of the common stock of the Company is prohibited without the prior written consent of the lead managing company. We have agreed not to do so.
In addition, the Company will provide the lead manager with advance notice of the lead manager during the period from the date of conclusion of the principal underwriting agreement to December 26, 2023, which is 180 days after the listing (trading start) date (including that day). Without written consent, the issuance of the Company's common stock, the issuance of securities that are converted or exchanged into the Company's common stock, or the issuance of securities with the right to acquire or receive the Company's common stock (however, stock splits and the issuance of subscription rights to shares as stock options, etc.).
In any of the above cases, the lead managing company has the authority to cancel part or all of the content of the agreement at its discretion
Novarese Inc is a Japan-based company mainly engaged in the bridal business. The Company operates two business segments. The bridal business segment consists of three divisions. The wedding produce division provides customers planning a wedding ceremony and reception with all wedding related production services, including information on venues, planning of the day, and selection of wedding gifts and food. The wedding costume division operates dress stores nationwide and rents and sells wedding costumes. The restaurant division provides food and beverage for weddings and banquets, and some wedding facilities are open for lunch and dinner on weekdays. The restaurant specific business segment provides banquets and general food and drink.