EX-4.4 2 f20f2023ex4-4_yoshitsucoltd.htm SECOND AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT OF TRADEMARK LICENSE AGREEMENT DATED MARCH 26, 2022, BY AND BETWEEN YOSHITSU AND VALUR HOLDING LLC

Exhibit 4.4

 

SECOND AMENDED AND RESTATED

SHAREHOLDERS’ AGREEMENT

Of

Trademark License Agreement

 

Date: March 26th, 2022

 

Parties:

 

(1)Yoshitsu Co., Ltd. (“Licensor”)

 

(2)Valur Holding LLC (“Licensee”)

 

Operative Provisions:

 

Article 1Definitions

 

1.1“License” shall mean the license of Trademarks (as defined below) granted by Licensor to Licensee under Article 2 of this Agreement.

 

1.2“Products” shall mean the products sold by Licensor to Licensee under Sales Agreement (as defined below).

 

1.3“Sales Agreement” shall mean the Basic Sales and Purchase Agreement entered into by and between the parties hereto as of March 26th, 2022.

 

1.4This agreement is valid for 1 year from the date of this agreement. Subsequently,this agreement shall be considered automatically renewed year on year unless the notice is given 3 months before the annual expiry date.

 

1.5“Territory” shall mean United States of America.

 

1.6“Trademarks” shall mean Licensor’s trademark(s) as described in Exhibit.

 

Article 2Grant of License

 

2.1During the term of this Agreement and subject to the terms and conditions stated herein, Licensor grants to Licensee a revocable license and non-exclusive right to use the Trademarks in the Territory solely for the purpose of selling, promoting sales of, and performing post-sale and other support relating to, the Products, provided that any use of the Trademarks must be, in the absolute opinion of the Licensor, considered to be appropriate. This grant of License shall be treated as Licensor’s permission under Article 11.1 of Sales Agreement.

 

2.2Must purchase 75% of the products in Yoshitsu Co., Ltd. or more than 75% of the products as the standard.

 

2.3Provide company financial statements every quarter for both parties to know.

 

Article 3Exclusion of Trademark Right Infringement

 

3.1When you become aware that a third party without legitimate authority infringes or may infringe the Trademark Right, you immediately eliminate or eliminate the infringement. You must prevent it and notify us to that effect.

 

 

 

Article 4Obligation to Cooperate

 

4.1First Party shall cooperate in good faith with Second Party regarding matters arising from the permission of the normal use right by Second Party.

 

Article 5Notice of Usage Mode and Change of Usage Mode

 

5.1When using this trademark right, you will notify us in advance of the mode of the trademark used. Notify when the usage mode is changed.

 

5.2Whenever you sell a new product that should use the registered trademark of this trademark right, you will notify us to that effect.

 

Article 6Transfer of Trademark Right

 

6.1If we transfer this trademark right to a third party other than you, we will notify you in advance.

 

Article 7Prohibition of Transfer of Normal use Right to a Third Party and Permission of use

 

7.1Second Party shall not transfer the normal usage right to a third party.

 

7.2Second Party shall not permit a third party to use a registered trademark for which a normal license has been granted.

 

Article 8Cancellation of This Contract

 

8.1If one of the parties to this Agreement fails to meet the obligations set forth in this Agreement, the other party may urge them to do so and may terminate this Agreement if they do not perform within one month after the notification.

 

8.2If the party who canceled this contract in the preceding paragraph suffers damages, it does not prevent the other party from claiming damages.

 

Article 9Dispute Resolution with a Third Party

 

9.1If a dispute arises between you and a third party in connection with the license of this trademark right, you will immediately report it to us and cooperate with us to resolve the dispute.

 

Article 10Request for Trial of Trademark Right

 

10.1Second Party will not take any action that is disadvantageous to us, such as a request for a trial for cancellation of trademark right registration or a request for a trial for invalidation of trademark registration, regardless of whether the Trademark is direct or indirect.

 

Article 11Consultation Clause

 

11.1If there is any doubt about the operation or interpretation of this contract or matters not stipulated in this contract, First Party and Second Party shall discuss and handle it in good faith.

 

[Signatures in the following page]

 

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YOSHITSU CO., LTD.  
   
/s/ Kanayama Mei  
Name: Kanayama Mei  
Title: Representative Director  
   
VALUR HOLDING LLC  
   
/s/ Wan lan Hew  
Name: Wan lan Hew  
Title: Director  

 

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Exhibit

 

Trademarks

 

  Country   Trademark   Class   Registration No.   Registration Date
1 U.S.A   REIWATAKIYA   35   6234999   Dec 29th,2020
2 U.S.A   東京生活館   35   5694575   Mar 12th,2019
3 Japan   令和多喜屋   3,5,35,44   6325574   Dec 7th,2020

 

 

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