8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 9, 2022

HEARTCORE ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41272	87-0913420
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1-2-33, Higashigotanda, Shinagawa-ku, Tokyo, Japan

(Address of principal executive offices)

+81-3-6409-6966

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	HTCR	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

9^th Stock Acquisition Rights Allotment Agreement

On November 9, 2022, HeartCore Enterprises, Inc. (the “Company”) entered into the 9^th Stock Acquisition Rights Allotment Agreement (the “Rights Allotment Agreement”) by and between the Company and SYLA Technologies Co., Ltd. (“SYLA”). Pursuant to the terms of the Rights Allotment Agreement, SYLA allotted 5,771 stock acquisition rights to the Company in exchange for services rendered as a consultant in connection with SYLA’s proposed initial public offering in substitution for the common stock purchase warrant agreement dated as of May 13, 2022 between the Company and SYLA. The stock acquisition right has an exercise price of $0.01 per share and is fully vested. The number of shares underlying each stock acquisition right is calculated as the number of issued and outstanding common shares on a fully diluted basis as of day prior to the listing date on a stock exchange, multiplied by 2% and divided by 5,771, subject to adjustment as provided in the Rights Allotment Agreement.

The foregoing description of the Rights Allotment Agreement is qualified in its entirety by reference to the Rights Allotment Agreement, a copy of which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference.

Amendment No. 2 to SYLA Consulting Agreement

As previously disclosed in the Current Report on Form 8-K filed on May 25, 2022 by the Company with the Securities and Exchange Commission (the “SEC”), on May 13, 2022, the Company entered into a Consulting and Services Agreement (the “Consulting Agreement”) by and between the Company and SYLA, pursuant to which the Company agreed to provide SYLA certain services.

Also as previously disclosed in the Current Report on Form 8-K filed on August 18, 2022 by the Company with the SEC, on August 17, 2022, the Company and SYLA entered into Amendment No. 1 to the Consulting Agreement (“Amendment No. 1”). In Amendment No. 1, the parties acknowledged and agreed that pursuant to the terms of the Consulting Agreement, SYLA agreed to pay to the Company, among other things, a cash “services fee” in the amount of $500,000, to be paid at certain times, including $150,000 on August 13, 2022 (the “Second Payment”). Pursuant to the terms of Amendment No. 1, the parties agreed that in lieu of making the Second Payment, SYLA would issue to the Company a warrant to acquire 37,500 shares of SYLA’s capital stock (the “New Warrant”). Upon issuance of the New Warrant, the cash “services fee” will be deemed reduced to $350,000, of which $200,000 was paid on May 13, 2022, and of which the remaining $150,000 will remain due and payable on November 13, 2022.

On November 15, 2022, the Company and SYLA entered into Amendment No. 2 to the Consulting Agreement (“Amendment No. 2”). Pursuant to the terms of Amendment No. 2, the parties agreed to terminate the New Warrant in exchange for SYLA agreeing to make the Second Payment, contingent upon completion of SYLA’s listing on the Nasdaq Capital Market or NYSE American.

The foregoing description of Amendment No. 2 is qualified in its entirety by reference to Amendment No. 2, a copy of which is filed as Exhibits 10.2 hereto and which is incorporated herein by reference.

SBC Medical Group Consulting Agreement

On November 18, 2022 (the “Effective Date”), the Company entered into a Consulting and Services Agreement (the “SBC Consulting Agreement”) by and between the Company and SBC Medical Group, Inc., a Japanese corporation (“SBC Medical”). Pursuant to the terms of the SBC Consulting Agreement, the Company agreed to provide SBC Medical certain services, including the following (collectively, the “Services”):

(i)	Assistance with the selection and negotiation of terms for a law firm, underwriter and auditing firm for SBC Medical;
(ii)	Assisting in the preparation of documentation for internal controls required for an initial public offering of de-SPAC or other Fundamental Transaction (as defined SBC Warrant) by SBC Medical;
(iii)	Providing support services to remove problematic accounting accounts upon listing;
(iv)	Translation of requested documents into English;

(v)	Attend and, if requested by SBC Medical, lead meetings with SBC Medical’s management and employees;
(vi)	Provide SBC Medical with support services related to SBC Medical’s NASDAQ listing;
(vii)	Conversion of accounting data from Japanese standards to U.S. GAAP;
(viii)	Services to remove problematic accounting accounts upon listing;
(ix)	Support for the SBC Medical’s negotiations with the audit firm;
(x)	Assist in the preparation of S-1 or F-1 filings;
(xi)	Creation of English web page; and
(xii)	Preparing an investor presentation/deck and executive summary of SBC Medical’s operations.

In providing the Services, the Company will not render legal advice or perform accounting services, and will not act as an investment advisor or broker/dealer. Pursuant to the terms of the SBC Consulting Agreement, the parties agreed that the Company will not provide the following services, among others: negotiation of the sale of SBC Medical’s securities; participation in discussions between SBC Medical and potential investors; assisting in structuring any transactions involving the sale of SBC Medical’s securities; pre-screening of potential investors; due diligence activities; nor providing advice relating to valuation of or financial advisability of any investments in SBC Medical.

Pursuant to the terms of the SBC Consulting Agreement, SBC Medical agreed to compensate the Company as follows in return for the provision of Services during the six-month term:

(a)	$900,000, to be paid as follows: (i) $400,000 on the Effective Date; (ii) $250,000 on the three-month anniversary of the Effective Date; and (iii) $250,000 on the six-month anniversary of the Effective Date; and
(b)	Issuance by SBC Medical to the Company of a warrant (the “SBC Warrant”), deemed fully earned and vested as of the Effective Date, to acquire a number of shares of capital stock of SBC Medical, to initially be equal to 2.7% of the fully diluted share capital of SBC Medical as of the Effective Date, subject to adjustment as set forth in the SBC Warrant.

For any services performed by the Company beyond the Term (as hereinafter defined), SBC Medical will compensate the Company for Services at the rate of $200 per hour, based on the hours spent by personnel of the Company.

The term of the SBC Consulting Agreement will continue until the earlier of (i) six months after the Effective Date, and (ii) the date on which SBC Medical’s stock begins trading in the U.S., unless sooner terminated and in accordance with the terms of the SBC Consulting Agreement (the “Term”). The SBC Consulting Agreement may be terminated at any time by either party upon notice to the other party.

The foregoing description of the SBC Consulting Agreement is qualified in its entirety by reference to the SBC Consulting Agreement, a copy of which is filed as Exhibit 10.3 hereto and which is incorporated herein by reference.

SBC Medical Group Warrant

As provided in the SBC Consulting Agreement, on the Effective Date, SBC Medical issued the SBC Warrant to the Company. Pursuant to the terms of the SBC Warrant, the Company may, at any time on or after the date (the “IPO Date”) that SBC Medical completes its first initial public offering of stock in the U.S. resulting in any class of SBC Medical’s stock being listed for trading on any tier of the Nasdaq Stock Market, the New York Stock Exchange or the NYSE American, or SBC Medical consummates a merger or other transaction with a special purpose acquisition company (“SPAC”) wherein SBC Medical becomes a subsidiary of the SPAC, or SBC Medical undertakes any other Fundamental Transaction (the “IPO”) and on or prior to the close of business on the tenth anniversary of the IPO Date, exercise the SBC Warrant to purchase 2.7% of the fully diluted share capital of SBC Medical as of the IPO Date for an exercise price per share of $0.01, subject to adjustment as provided in the SBC Warrant. The number of shares for which the SBC Warrant will be exercisable will be automatically adjusted on the IPO Date to be 2.7% of the fully diluted number and class of shares of capital stock of SBC Medical as of the IPO Date that are listed for trading. The SBC Warrant contains a 9.99% equity blocker.

The foregoing description of the SBC Warrant is qualified in its entirety by reference to the SBC Warrant, a copy of which is filed as Exhibit 10.4 hereto and which is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

Pursuant to the terms of Amendment No. 2, effective November 9, 2022, the New Warrant was terminated. The information set forth in Item 1.01 above regarding termination of the New Warrant is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On November 23, 2022, the Company issued a press release announcing its engagement of SBC Medical for Go IPO, the Company’s latest consulting service offering for Japanese companies interested in listing on the Nasdaq Stock Market (“Nasdaq”). Through the recent engagement with this private company, the Company expects to generate an aggregate of $900,000 in initial fee. In addition, the Company has received a warrant to acquire 2.7% of SBC Medical’s common stock, on a fully diluted basis.

The Company cannot guarantee that a company will successfully close an initial public offering, that it will meet Nasdaq listing standards, and/or that a Nasdaq listing application, if submitted, will be approved. The Company will not render legal advice, perform accounting services, and will not act as an investment advisor or broker/dealer. The Company will not provide the following services, among others: negotiation of the sale of a company’s securities; participation in discussions between a company and potential investors; assisting in structuring any transactions involving the sale of a company’s securities; pre-screening of potential investors; due diligence activities; and/or providing advice relating to valuation of or financial advisability of any investments in a company.

The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	9th Stock Acquisition Rights Allotment Agreement, dated as of November 9, 2022, by and between the registrant and SYLA Technologies Co., Ltd.
10.2	Amendment No. 2 to Consulting and Services Agreement, dated as of November 15, 2022, by and between the registrant and SYLA Technologies Co., Ltd.
10.3	Consulting and Services Agreement, dated as of November 18, 2022, by and between the registrant and SBC Medical Group, Inc.
10.4	Common Stock Purchase Warrant, issued on November 18, 2022, by SBC Medical Group, Inc. in favor of the registrant.
99.1	Press release issued by the registrant on November 23, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HEARTCORE ENTERPRISES, INC.
Dated: November 23, 2022	By:	/s/ Sumitaka Yamamoto
	Name:	Sumitaka Yamamoto
	Title:	Chief Executive Officer

EX-10.1

Exhibit 10.1

9TH STOCK ACQUISITION RIGHTS ALLOTMENT AGREEMENT

Heartcore Enterprises Inc. (the “Holder”) and SYLA Technologies Co., Ltd. (the “Issuer”) enter into this STOCK ACQUISITION RIGHTS ALLOTMENT AGREEMENT (this “Agreement”) as of November 9, 2022 (the “Signing Date”) concerning allotment of stock acquisition rights by the Issuer to the Holder as follows:

Article 1 Allotment of Stock Acquisition Rights

1.	The Issuer shall allot 5,771 9th Stock Acquisition Rights (the “SARs”) to be issued in accordance with the Terms and Conditions of Stock Acquisition Rights in Schedule (the “T&Cs”) pursuant to the resolution of the Shareholders’ Meeting of the Issuer as of November 9, 2022 and the resolution of the Board of Directors Meeting of the Issuer as of November 9, 2022 (collectively, the “Resolutions”), to the Holder as set forth in this Agreement, in substitution for the COMMON STOCK PURCHASE WARRANT Agreement executed as of May 13, 2022 between the parties, and the Holder shall subscribe them.
2.	The exercise price per share to be delivered upon exercise of the SARs and other conditions of the SARs are prescribed in the T&Cs (as amended; hereinafter the same shall apply), and all descriptions in the T&Cs constitute a part of this Agreement.
3.	The bank handling payment with respect to the SARs is described below:

Name of the bank and branch:

Type of account:

Account number:

Account holder: SYLA Technologies Co., Ltd.

Article 2 Method of Exercise

1.

The method and effect of exercise of the SARs are governed by the T&Cs and this Agreement.

2.

When the Holder exercises the SARs, the Holder shall pay the entire amount to be obtained by multiplying the amount of asset to be contributed upon exercise of the SARs and the number of the SARs to be exercised to the bank account designated by the Issuer by the time designated by the Issuer in cash and submit necessary documents including an exercise request in such format as designated by the Issuer.

Article 3 Waiver

If the Holder notifies the Issuer that the Holder waives all or a part of the SARs in a written format designated by the Issuer, the Holder may not exercise the SARs so waived thereafter.

Article 4 Compliance with Relevant Laws and Internal Rules

1.	Delivery of shares upon exercise of the SARs (including issuance of new shares or transfer of shares; hereinafter the same) is to be made in line with matters set forth in paragraph 1, Article 238 of the Companies Act resolved for the delivery.
2.	The Holder shall comply with the Financial Instruments and Exchange Act, Companies Act, tax laws, any other relevant domestic and foreign laws in connection with exercise of the SARs, disposal of shares to be acquired based on such exercise of the SARs, purchase of shares around the time of such disposal and other similar events.

Article 5 Tax and Expenses

1.	The Holder shall bear and pay income tax and other domestic and foreign taxes and public charges to be imposed concerning exercise of the SARs and sale or other disposal of shares to be acquired upon exercise of the SARs to its cost.
2.	In addition to the preceding paragraph, unless otherwise set forth in this Agreement, each party shall bear its own expenses which may arise in connection with negotiation and execution of this Agreement and other matters contemplated in this Agreement.

Article 6 Confidentiality

1.

The Holder and the Issuer shall use existence, background and contents of the negotiation on this Agreement, existence and contents of this Agreement, and any other information disclosed by the counterparty in connection with negotiation, execution, performance of this Agreement (regardless of whether disclosed orally or in writing (including magnetic/computer tape and any other storage media; hereinafter the same in this Article), or whether offered before or after the Signing Date; the “Confidential Information”) for the purposes of this Agreement only, and shall not disclose or leak to any third party without prior written consent of the counterparty; provided, however, that this paragraph shall not apply (i) if each party discloses such Information to its own officers or employees, advisors, or agents (on the condition that a similar confidential obligation to this Article is legally or contractually borne), and (ii) if disclosed to domestic or foreign exchanges, Japan Securities Dealers Association, U.S. National Association of Securities Dealers, U.S. Securities Exchange Commission, or securities brokers or dealers or other relevant organization, financial institution and advisors with respect to listing on securities exchange in connection with examination for listing of securities issued by the Issuer on domestic or foreign exchange.

2.

Notwithstanding the provisions in the preceding paragraph, if information falls under the category of any information set forth below, it is not included in the Confidential Information set forth in the main text of the preceding paragraph:

(1)	Information which was known or available to the public at the time of receipt;
(2)	Information which has become known or available to the public by a cause not attributed to the receiving party after the time of receipt;
(3)	Information which is legitimately received from a third party without bearing no obligation of confidentiality; or
(4)	Information which the receiving party already legitimately knows at the time of disclosure; or
(5)	Information which is acquired independently and legitimately without any reference of Confidential Information.

3. Notwithstanding the provisions in paragraph 1, each party may disclose the Confidential Information if disclosure of the Confidential Information is required pursuant to (i) domestic and foreign treaties, laws, cabinet orders and ministry ordinances, rules (including but not limited to rules of financial instrument exchanges or a securities dealers association), orders, municipal ordinances, administrative guidance, circular notices or guidelines (the “Laws”) or (ii) orders or requests by courts, arbitral tribunals, arbitral organizations, regulatory bodies, enforcement or investigation organizations, supervisory authorities and other judicial organizations and national government, local government and other public organization and administrative organization and financial instrument exchanges or other self-regulatory organizations, to the extent that is required. In such a case, the party disclosing the Confidential Information shall notify the Confidential Information to be disclosed to the counterparty in advance and consult the way to deal with to the reasonably possible extent under the Laws and in practice. If the party disclosing the Confidential Information may not make such notice in advance, the party shall notify that it has disclosed the Confidential Information promptly thereafter.

Article 7 Exclusion of Anti-Social Forces

1. The Holder and the Issuer represent that none of itself or its officers or employees has faller or falls under the category of an organized crime group, an organized crime group member, a person who was an organized crime group member within past 5 years, a quasi-member of an organized crime group, a related enterprise of an organized crime group, a corporate racketeer, a rogue professing social activity or a crime group with special intelligence, or other similar person or group (the “Anti-Social Forces”), or any of the following items, and covenant not to fall under those categories in future:

(1)	Having a relationship where it is deemed that the Anti-Social Forces control the management;
(2)	Having a relationship where it is deemed that the Anti-Social Forces are substantially engaged in the management;
(3)	Having a relationship where it is deemed that the party improperly utilize the Anti-Social Forces, such as utilization with purposes to pursue fraudulent benefit of itself, its company or a third party or to bring harm to a third party;
(4)	Having a relationship where it is deemed that the party is involved with the Anti-Social Forces such as offering of fund or granting of benefit; or
(5)	a socially blamable relationship of its officer or other person involved in management with the Anti-Social Forces.

2. The Holder and the Issuer covenant that itself or its officers does not, by their own or through any third parties, engage in any of the following actions:

(1)	Violent demanding;
(2)	Unreasonable demanding which goes beyond legal liability;
(3)	Intimidating words or behavior, or using of violence in connection with a transaction; or
(4)	Damaging the credit or obstructing the business of others by spreading false rumors, using of fraudulent means, or using force; or
(5)	Any similar actions to the respective preceding items.

3. The Holder and the Issuer may terminate this Agreement without any demand if it is found that the counterparty or its officer falls under the category of each item in paragraph 1, or takes an action falling under the category of each item in the preceding paragraph, or makes a false declaration with respect to representations or covenants under the provision of paragraph 1.

Article 8 Damages

The Holder and the Issuer shall compensate damage, loss or expense to be incurred by the counterparty arising or in connection with breach of its obligation under this Agreement (regardless of whether it results from a claim from a third party, and including lost earnings and attorneys’ fee to a reasonable extent; the “Damages”), to the extent of damage which should ordinarily arise out of such breach.

Article 9 Amendment to this Agreement

1.	The Issuer may amend a relevant clause by notice to the Holder if it is found that a clause of this Agreement does not conform to provisions of the Financial Instruments and Exchange Act or other domestic and foreign relevant laws, or becomes to fail to conform due to amendment after execution of this Agreement.
2.	The Holder shall accept if, in the event that the Holder violates an obligation under this Agreement, the Issuer requests consultation on decrease of number of stock acquisition rights to be exercised.
3.	If stock acquisition rights of the Reorganization Subject Company set forth in paragraph 7 of the T&Cs are delivered to the Holder in accordance with the said paragraph, the Issuer shall cause the Reorganization Subject Company to succeed the status of the Issuer under this Agreement, and the said stock acquisition right is deemed to be the SARs under this Agreement concerning application of this Agreement after the succession.

Article 10 Termination of Agreement

The Issuer may terminate all or a part of this Agreement if the Holder violates a clause in this Agreement and such violation has not been cured after demand from the Issuer.

Article 11 Effective Period of this Agreement

This Agreement becomes effective on the Signing Date, and continues for the period during which the SARSs are effectively existing. Clauses of this Agreement to be applied to shares to be issued upon exercise of the SARs effectively survive even after all of the SARs have disappeared. Likewise, Article 6, 8, 10 through 13 survive after termination of this Agreement.

Article 12 Severability

If any clause of this Agreement or a part of it is held to be invalid or unenforceable, the rest clauses and the rest part of the clause held to be invalid or unenforceable remains in full force and effect, and the Holder and Issuer shall make the best effort to amend all or a part of the clause held to be invalid or unenforceable and make it valid and enforceable, maintaining the respective intention.

Article 13 Governing Law and Jurisdiction

1.	This Agreement is governed by, and construed in accordance with, the laws of Japan.
2.	The Holder and the Issuer shall consult in good faith to resolve any dispute arising or in connection with this Agreement, and if such consultation does not succeed, shall definitely resolve such dispute via lawsuit, being subject to the exclusive jurisdiction of the Tokyo District Court for the first instance.

Article 14 Matters not Covered

The Holder and the Issuer shall discuss in good faith the matters not covered by this Agreement.

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IN WITNESS WHEREOF, the Holder and the Issuer execute two originals of this Agreement, with each party retaining one (1) original thereof.

(9th STOCK ACQUISITION RIGHTS ALLOTMENT AGREEMENT)

November 9, 2022
	Issuer:
	1-1-39, Hiroo, Shibuya-ku, Tokyo
	SYLA Technologies Co., Ltd.
	Representative Director
	Yoshiyuki Yuto
	/s/ Yoshiyuki Yuto

(9th STOCK ACQUISITION RIGHTS ALLOTMENT AGREEMENT)

November 9, 2022
	Holder:
	1-2-33, Higashigotanda, Shinagawa-ku, Tokyo, Japan
	HeartCore Enterprises, Inc.
	Chief Executive Officer
	Sumitaka Yamamoto
	/s/ Sumitaka Yamamoto

SYLA Technologies Co., Ltd.

Terms and Conditions of Issuance of 9th Stock Acquisition Rights

1. Name of Stock Acquisition Rights

9th Stock Acquisition Rights (the “SARs”)

2. Number of Stock Acquisition Rights

5,771

3. Allotment Date of Stock Acquisition Rights

November 9, 2022

4. Amount of Cash Payable in exchange for Stock Acquisition Rights

No payment of cash is required in exchange for the SARs.

5. Contents of Stock Acquisition Rights

(1) Type and Method for Calculation of Subject Shares of Stock Acquisition Rights

The type of subject shares per SAR is common shares of the Company, and the number of subject shares of each SAR (the “Number of Granted Shares”) is 1 common share of the Company; provided, however, that when common shares of the Company are first listed on a financial instrument exchange incorporated under laws of a foreign jurisdiction, the Number of Grant is the number of outstanding common shares (including dilutive shares; the “Total Share Number”) of the Company as of the previous day of the listing date (the “Listing Date”) multiplied by 2% and divided by 5,771, where a fraction of a share is rounded down.

If the Company carries out a stock split (including allotment of its common shares free of charge; hereinafter the same shall apply to descriptions of stock splits) or a stock consolidation after the allotment date of the SARs, the Number of Granted Shares is adjusted according to the following formula (a fraction of a share as a result of adjustment is rounded down.):

Number of Granted Shares after adjustment = Number of Granted Shares before adjustment * Ratio of Stock Split or Stock Consolidation

In addition, after the allotment date of the SARs, if the Company carries out a merger or company split, reduction of Capital, or in the cases where adjustment of the Number of Granted Shares becomes necessary in a similar manner to these circumstances, the Company may adjust the Number of Granted Shares appropriately to a reasonable extent.

The adjustment in this item is made only to the Number of Granted Shares for the SARs that have not yet been exercised at the time of the adjustment.

(2) Amount or Method for Calculation of Asset to be Contributed upon Exercise of Stock Acquisition Rights

The asset to be contributed upon exercise of the SARs is cash, and the amount of the asset is the amount of cash payable per share to be delivered upon exercise of each SAR (the “Exercise Price”) multiplied by the Number of Granted Shares.

The initial Exercise Price is USD 0.01.

If the Company carries out a stock split or a stock consolidation after the allotment date of the SARs, the Exercise Price is adjusted according to the following formula, and a fraction less than USD 0.01 is rounded up.

Exercise Price after adjustment = Exercise Price before adjustment * 1 / Ratio of stock split or stock consolidation

If the Company issues new shares or disposes treasury shares with respect to common shares of the Company at an amount lower than the Exercise Price (except issuance of new shares and disposal of treasury shares pursuant to exercise of stock acquisition rights, delivery of common shares of the Company in exchange for acquisition of shares with call option or shares with put option issued by the Company, and transfer of treasury shares via share-to-share exchange) after the allotment date of the SARs, the Exercise Price after adjustment is the amount payable or the amount for disposal concerning such issuance or disposal, which becomes applicable as of the payment date for such issuance or disposal (if payment period is established, its final date).

(3) Exercise Period of Stock Acquisition Rights

The exercise period of the SARs is 10 years from the Listing Date; provided, however, that if the final day of the exercise period is not a bank business day, the preceding business day is the final day.

(4) Matters concerning Capital and Capital Reserve to Increase

(i)	The amount of Capital to increase in the case of issuance of common shares upon exercise of the SARs is a half of the maximum Capital Increase Amount to be calculated in accordance with paragraph 1, Article 17 of the Companies Accounting Rules, and if a fraction less than JPY1 arises, such fraction is rounded up.
(ii)	The amount of Capital Reserve to increase in the case of issuance of common shares upon exercise of the SARs is an amount of the maximum Capital Increase Amount minus the Capital to increase set forth in (i) above.

(5) Restriction on Acquisition of Stock Acquisition Rights by Transfer

Acquisition of stock acquisition rights by transfer needs to be approved by resolution of the Board of Directors meeting of the Company.

(6) Conditions of Exercise of Stock Acquisition Rights

A holder of stock acquisition rights may exercise the SARs during the periods in (i) through (iv) below up to the numbers set forth in the said provisions including already exercised SARs:

(i)	Until the previous day of the Listing Date: 0.
(ii)	1 year from the Listing Date: a number, where the number of shares to be granted upon exercise of the SARs of such number reaches the Total Share Number of shares multiplied by 0.75%
(iii)	1 year from the 1st anniversary of the Listing Date: a number, where the number of shares to be granted upon exercise of the SARs of such number reaches the Total Share Number of shares multiplied by 1.375%
(iv)	After the 2nd anniversary of the Listing Date: the total number of the SARs which has been granted to the holder of stock acquisition rights

(a)	The SARs may not be exercised if the number of outstanding shares of the Company exceeds the number of authorized shares by such exercise.
(b)	Less than 1 whole SAR may not be exercised.

6. Treatment of Stock Acquisition Rights upon Reorganization

If the Company carries out merger (limited to a case where the Company disappears by the merger), absorption-type company split, incorporation-type company split, share-to-share exchange, share-to-share transfer (collectively, “Reorganization”), stock acquisition rights of the stock company listed in (a) through (e), respectively, of item 8, paragraph 1, Article 236 of the Companies Act (the “Reorganization Subject Company”), in respective cases, are to be delivered to a stock acquisition right holder as of the effective date of the Reorganization based on the following terms; provided, however, that it shall be limited to cases where it is stipulated in the absorption-type merger agreement, the incorporation-type merge agreement, the absorption-type company split agreement, the plan for incorporation-type company split, the share-to-share exchange agreement or the plan for share-to-share transfer that stock acquisition rights of the Reorganization Subject Company are to be delivered in accordance with the following conditions.

(1) Number of Stock Acquisition Rights of Reorganization Subject Company to be delivered

The same number as the number of the SARs held by a stock acquisition rights holder are to be delivered.

(2) Type of Subject Shares of Stock Acquisition Rights of Reorganization Subject Company

Common shares of the Reorganization Subject Company

(3) Number of Subject Shares of Stock Acquisition Rights of Reorganization Subject Company

To be determined in a similar manner to 5.(1) above, taking into account the terms and conditions of the Reorganization

(4) Amount of Asset to be Contributed upon Exercise of Stock Acquisition Rights

The amount of asset to be contributed upon exercise of each stock acquisition rights to be delivered is an amount of the Exercise Price after reorganization to be obtained from adjustment to the Exercise Price set forth in 5.(2) above, taking into account the terms and conditions of the Reorganization, multiplied by the number of subject shares of stock acquisition rights of the Reorganization Subject Company to be determined in accordance with (3) above.

(5) Exercise Period of Stock Acquisition Rights

From the initial day of the exercise period set forth in 5.(3) above, or the effective date of the Reorganization, whichever is later, to the final day of the exercise period set forth in 5.(3) above

(6) Matters concerning Capital and Capital Reserve to Increase in the Cases where Shares are Issued upon Exercise of Stock Acquisition Rights

To be determined in a similar manner to 5.(4) above

(7) Restriction on Acquisition of Stock Acquisition Rights by Transfer

Acquisition of stock acquisition rights by transfer needs to be approved by resolution of the Board of Directors meeting (or the Shareholders’ meeting in the cases where the Reorganization Subject Company is not a company with the Board of Directors) of the Reorganization Subject Company.

(8) Other Conditions of Exercise of Stock Acquisition Rights

To be determined in a similar manner to 5.(6) above

(9) The Reorganization Subject Company determines other conditions.

7. Matters concerning Stock Acquisition Rights Certificates with respect to Stock Acquisition Rights.

The Company does not issue any Stock Acquisition Rights Certificate with respect to the SARs.

8. Method for Exercise Request and Place of Acceptance for Exercise Request

(1)	Exercise request of the SARs is made by filling out the contents and number of the SARs to be exercised, the day of exercise of the SARs and address and other necessary information in a stock acquisition rights exercise request form, affixing its name and seal on it, and submitting it to the place of acceptance for exercise request with such necessary documents as designated by the Company.
(2)	Exercise request of the SARs is made by payment of the entire amount of subject cash to be contributed upon exercise (the “Fund Payable”) to a bank account designated by the Company at such payment handling place as designated by the Company (the “Designated Account”) in addition to the submission of stock acquisition rights exercise request form under the preceding paragraph.

9. Effectuation Timing of Exercise Request

Exercise request of the SARs comes into force on the day which is described in a stock acquisition rights exercise request form as date of exercise of the SARs (provided, however, that if either or both of the day when the stock acquisition rights exercise request form arrives at the payment handling place, or the day when the Fund Payable is paid to the Designated Account is the next day to the day described in the stock acquisition rights exercise request form or later, the day when the stock acquisition rights exercise request form arrives at the payment handling place, or the day when the Fund Payable is paid to the Designated Account, whichever is later, where the Company may add to that effect to the stock acquisition rights exercise request form.), if the stock acquisition rights exercise request form and all other documents required for exercise of the SARs have been received at the place of acceptance for exercise request, and the Fund Payable has been paid to the Designated Account.

End

EX-10.2

Exhibit 10.2

AMENDMENT NO. 2 TO CONSULTING AND SERVICES AGREEMENT

Dated as of November 15, 2022

This Amendment No. 2 to Consulting and Services Agreement (this “Amendment No. 2”) is made and entered into as of the date first set forth above (the “Amendment Date”), by and between SYLA Technologies Co., Ltd., a Japanese corporation (the “Company”) and HeartCore Enterprises, Inc., a Delaware corporation (“Consultant”). Each of the Company and Consultant may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Parties are parties to that certain Consulting and Services Agreement, dated as of May 13, 2022 (“Original Agreement”);

WHEREAS, the Parties are parties to that certain Amendment No. 1 to Consulting and Services Agreement, dated as of August 17, 2022 (“Amendment No. 1”), which amended the Original Agreement (“as amended, the “Amended Consulting Agreement”) .

WHEREAS, the Parties now desire to amend the Amended Consulting Agreement further, and pursuant to the provisions of Section 9(f) of the Amended Consulting Agreement the Parties may amend the Amended Consulting Agreement in writing;

NOW, THEREFORE, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Section 1. Definitions. Defined terms used herein without definition shall have the meanings given in the Amended Consulting Agreement.

Section 2. Amendment. Pursuant to the provisions of Section 9(f) of the Amended Consulting Agreement, the Amended Consulting Agreement is hereby amended as follows:

(a)

The Parties acknowledge and agree that pursuant to the provisions of Section 4(a)(i) of the Original Agreement, the Company agreed to pay to the Consultant, among other things, a cash “Services Fee” in the amount of $500,000 in cash, to be paid at certain times, including $150,000 on the three month anniversary of the Effective Date, as set forth in Section 4(a)(ii)(2) of the Original Agreement (the “Second Payment”).

(b)

The Parties agree to terminate the “New Warrant” as described in Section 2 (b) of Amendment No. 1 (termination of Common Stock Purchase Warrant dated as of August 17, 2022 issued by Company to the Consultant to acquire 37,500 shares) in exchange for the Company agreeing to make the second payment in the amount of $150,000 to the Consultant, contingent upon the completion of the Company listing on the Nasdaq Capital Market or NYSE American and the completion of the submission of vouchers for consulting services performed by the Consultant for the Company. The payment date shall be the last day of the month following the listing completion date. The same shall not apply in the event that the listing cannot be completed.

Section 3. Remainder in Force. Other than as amended herein, the Amended Consulting Agreement shall remain in full force and effect. Following the full execution of this Amendment No. 2, any references in the Original Agreement to the “Agreement” shall be deemed a reference to the Amended Consulting Agreement as amended by this Amendment No. 2 and the Amended Consulting Agreement and this Amendment No. 2 shall be interpreted and enforced as one combined agreement.

Section 4. Miscellaneous.

(a)	Headings. The article and section headings contained in this Amendment No. 2 are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Amendment No. 2.
(b)	Governing Law. This Amendment No. 2, and all matters based upon, arising out of or relating in any way hereto, as well as the interpretation, construction, performance and enforcement of this Amendment No. 2, shall be governed by the laws of the United States and the State of Delaware, without regard to any jurisdiction’s conflict-of-laws principles.
(c)	Execution in Counterparts, Electronic Transmission. This Amendment No. 2 may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signatures appear on following page]

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the Amendment Date.

HeartCore Enterprises, Inc.
By:	/s/ Sumitaka Yamamoto
Name:	Sumitaka Yamamoto
Title:	Chief Executive Officer
Syla Technologies Co. Ltd.
By:	/s/ Hiroyuki Sugimoto
Name:	Hiroyuki Sugimoto
Title:	Chief Executive Officer

EX-10.3

Exhibit 10.3

CONSULTING AND SERVICES AGREEMENT

Dated as of November 18, 2022

This Consulting and Services Agreement (“Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”), by and between SBC Medical Group, Inc., a Japanese Corporation (the “Company”) and HeartCore Enterprises, Inc., a Delaware corporation (“Consultant”). Each of the Company and Consultant may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, Consultant is in the business of providing services for management consulting and business advisory; and

WHEREAS, the Company deems it to be in its best interest to retain Consultant to render to the Company such services as may be needed in connection with a contemplated initial public offering of its stock in the United States or a merger or other similar transaction with a special purpose acquisition company (a wherein the Company becomes a subsidiary of such entity or other transaction pursuant to which the Company becomes a publicly traded company in the United States (each, a “Transaction”); and

WHEREAS, the Parties agree, after having a complete understanding of the services desired and the services to be provided, that the Company desires to retain Consultant to provide such assistance through its services for the Company, and Consultant is willing to provide such services to the Company;

NOW, THEREFORE, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Section 1. Engagement. In exchange for the compensation as set forth herein and subject to the other terms and conditions hereinafter set forth, the Company hereby engages Consultant during the Term (as defined below), on a non-exclusive basis, to render the Services set forth in Section 2 as an independent contractor of the Company, and Consultant hereby accepts such engagement.

Section 2. Services.

(a) Subject to the terms and conditions and for the Term, Consultant shall provide the Company with the following services and such additional services in connection with a Transaction, as agreed to by the Company and Consultant in writing following the Effective Date (collectively, the “Services”), in each case subject to the other limitations below:

(i)	Providing assistance with the selection and negotiation of terms for a law firm, underwriter and auditing firm for the Company;
(ii)	Providing assistance with the selection and negotiation of terms for a law firm, underwriter and auditing firm for the Company, if they require;
(iii)	Assisting in the preparation of documentation for internal controls required for an initial public offering or de-SPAC transaction or other Fundamental Transaction (as defined in the Warrant, as defined below) by the Company.

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(iv)	Providing support services to remove problematic accounting accounts upon listing support;
(v)	translation of requested documents into English;
(vi)	attending and, if requested by the Company, leading, meetings of the Company’s management and employees;
(vii)	Providing the Company with support services related to the Company’s NASDAQ listing;
(viii)	Conversion of accounting data from Japanese standards to US GAAP;
(ix)	Services to remove problematic accounting accounts upon listing;
(x)	Support for the Company’s negotiations with the audit firm;
(xi)	Providing assistance in the preparation of Form S-1 or Form F-1, Form S-4 or Form F-4 filings;
(xii)	Creation of English web page; and
(xiii)	Preparing an investor presentation/deck and executive summary of the Company’s operations.

(b)	The Parties acknowledge and agree that additional details regarding the Services and eventual deliverable or end result will be determined by the Parties at the applicable time and will in any event be subject to the Company’s final agreement.
(c)	Notwithstanding the definition of the “Services” as set forth above, it is acknowledged and agreed by the Company that Consultant carries no professional licenses, and is not rendering legal advice or performing accounting services, nor acting as an investment advisor or broker/dealer within the meaning of the applicable state and federal securities laws. The Services of Consultant shall not be exclusive nor shall Consultant be required to render any specific number of hours or assign specific personnel to the Company or its projects, however it is anticipated and agreed upon by both Parties that considerable time and resources will be required to fulfill the obligations to the Company under this agreement.
(d)	Notwithstanding the definition of the “Services” as set forth above, the Consultant shall specifically not provide any of the following services to the Company: (i) negotiation for the sale of any the Company’s securities or participation in discussions between the Company and the potential investors; (ii) assisting in structuring any transactions involving the sale of the Company’s securities; (iii) engage in any pre-screening of potential investors to determine their eligibility to purchase any securities or engaging in any pre-selling efforts for the Company’s securities; (iv) discuss details of the nature of the securities sold or whether recommendations were made concerning the sale of the securities; (v) engage in due diligence activities; (vi) provide advice relating to the valuation of or the financial advisability of any investments in the Company; or (vii) handle any funds or securities on behalf of the Company.

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(e)	Consultant will use its commercially reasonable efforts to provide the Services using the best of its professional skills and in a manner consistent with generally accepted standards for the performance of such work.
(f)	Consultant shall devote such of its time and effort necessary to the discharge of its duties hereunder. The Company acknowledges that Consultant is engaged in other business activities, and that it will continue such activities during the term of this Agreement. Consultant shall not be restricted from engaging in other business activities during the term of this Agreement.

Section 3. Term; Termination.

(a)	The term of this Agreement shall commence on the Effective Date and shall continue until the earlier of (i) six month the Effective Date and (ii) the date on which the stock of the Company in or any successor or resulting entity in a Fundamental Transaction begins trading in the United States (as applicable, the “Term”), unless sooner terminated in accordance with the terms herein. The Term may be renewed upon the mutual written agreement of the Parties via an amendment of this Agreement.
(b)	This Agreement and the Term may be terminated at any time by either Party upon notice to the other Party.
(c)	Upon the termination or expiration of the Term, the Parties shall have no further obligations hereunder other than those which arose prior to such termination or which are explicitly set forth herein as surviving any such termination or expiration.

Section 4. Compensation and Expenses.

(a) As full and complete compensation for Consultant’s agreement to perform the services, the Company shall compensate Consultant as follows:

(i)

In return for the provision of the Services, the Company shall pay to the Consultant the sum of $900,000 (the “Services Fee”) and shall issue to Consultant a warrant to acquire a number of shares of capital stock of the Company, to initially be equal to 2.7% of the fully diluted share capital of the Company as of Effective Date, to be substantially in the form as attached hereto as Exhibit A, which warrant may be revised to provide for an issuer other than the Company as set forth therein (the “Warrant”), with such number of shares subject to the Warrant to be adjusted as set forth therein. The Warrant shall be deemed fully earned and vested as of the Effective Date and shall be non-returnable to the Company for any reason.

(ii)

The Services Fee shall be paid as follows:

(1)	$400,000 on the Effective Date;
(2)	$250,000 on the three month anniversary of the Effective Date; and
(3)	$250,000 on the six month anniversary of the Effective Date.

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(b)	In the event that the Term ends pursuant to clause (ii) of Section 3(a) prior to the payment of all portions of the Services Fee as set forth in Section 4(a)(ii), then any portions of the Services Fee not then paid shall be paid as of such time.
(c)	The portions of the Services Fee shall be deemed fully earned and paid as of the time of their payment and shall not be subject to repayment to the Company in the event of any later termination or expiration of the Term or this Agreement.
(d)	In the event that the Term is extended beyond the initial Term, the Company shall compensate Consultant for the Services at the rate of $200 per hour based on the hours spent by personnel of Consultant providing the Services. The Company may set forth limits on the number of hours that may be spent on any Services, or other terms and conditions related thereto, which may be communicated to Consultant by email or otherwise.
(e)	During the Term of the Agreement the Company will reimburse the Consultant’s travel and other reasonable expenses related to Consultant’s performance under this Agreement, on a monthly basis, within 30 days of Consultant’s submission to Company of invoices and receipts related to said expenses in form as reasonably acceptable to the Company. All expenses must be approved in writing by the Company in advance of Consultant incurring said expenses, and any expenses not pre-approved in writing by Company shall not be reimbursed and shall be Consultant’s sole responsibility.
(f)	Consultant shall be responsible for any and all taxes incurred by or payable by Consultant with respect to all compensation or reimbursement of expenses or any other payments made to Consultant hereunder. In furtherance thereof, Consultant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld by the Company with respect to such amount.

Section 5. No Employee Status. The Parties also acknowledge and agree that Consultant is an independent contractor and is not an employee or agent of Company in its position as a consultant and advisor. As such, Company shall not be liable for any employment tax, withholding tax, social security tax, worker’s compensation or any other tax, insurance, expense or liability with respect to any or all compensation, reimbursements and remuneration Consultant may receive hereunder, all of which shall be the sole responsibility of Consultant. Consultant is solely responsible for the reporting and payment of, all pertinent federal, state, or local self-employment or income taxes, licensing fees, or any other taxes or assessments levied by governmental authorities, as well as for all other liabilities or payments related to those services. The Parties also acknowledge and agree that Consultant is not a licensed securities broker or salesperson, and that Consultant will not be participating in, nor compensated for, any unlicensed securities sales activities other than those permitted under any of the exemptions set forth in applicable securities laws.

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Section 6. Relationship of the Parties.

(a)	Consultant is retained by the Company only for the purposes of and to the extent set forth in this Agreement, and Consultant’ relation to the Company during the period of its engagement hereunder shall be that of an independent contractor. Consultant shall not, nor, as applicable, shall any of its agents, have employee status with the Company or be entitled to participate in any plans, arrangements or distributions by the Company pertaining to or in connection with any pension, stock, bonus, profit-sharing or similar benefits as may be available to the Company’s employees. Consultant shall be responsible for the reporting and payment of all income and self-employment taxes for all compensation paid to Consultant hereunder.
(b)	This Agreement does not create a relationship of principal and agent, joint venture, partnership or employment between the Company and Consultant. Consultant’ engagement hereunder is not a franchise or business opportunity. Neither Party shall be liable for any obligations incurred by the other except as expressly provided herein.
(c)	Consultant shall not have authority to enter into contracts binding the Company or to create any obligations or incur liabilities on behalf of the Company. Consultant shall not act or represent himself, directly or by implication, as an agent of the Company with any authority other than as set forth expressly in this Agreement.
(d)	Any person hired by Consultant shall be the employee of Consultant and not of the Company, and all compensation, payroll taxes, facilities and related expenses for any such employee shall be the sole responsibility of Consultant.
(e)	Consultant acknowledges that it is not an officer, director or agent of Company, it is not, and will not, be responsible for any management decisions on behalf of Company, and may not commit Company to any action. Company represents that Consultant does not have, through stock ownership or otherwise, the power neither to control Company, nor to exercise any dominating influences over its management.

Section 7. Representations and Warranties.

(a)

Representations and Warranties of the Company. Company represents and warrants hereunder that this Agreement and the transactions contemplated hereunder have been duly and validly authorized by all requisite corporate action; that Company has the full right, power and capacity to execute, deliver and perform its obligations hereunder; and that this Agreement, upon execution and delivery of the same by Company, will represent the valid and binding obligation of Company enforceable in accordance with its terms, subject to the application of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity, regardless of whether enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). The representations and warranties set forth herein shall survive the termination or expiration of this Agreement.

(b)

Representations and Warranties of Consultant. Consultant represents and warrants hereunder that this Agreement and the transactions contemplated hereunder have been duly and validly authorized by all requisite action; that Consultant has the full right, power and capacity to execute, deliver and perform its obligations hereunder; and that this Agreement, upon execution and delivery of the same by Consultant, will represent the valid and binding obligation of Consultant enforceable in accordance with its terms, subject to the Enforceability Exceptions. Consultant represents and warrants that all personnel or agents of Consultant who perform any activities on behalf of the Company hereunder or otherwise are legally authorized and permitted to work in the United States and for the benefit of the Company hereunder. The representations and warranties set forth herein shall survive the termination or expiration of this Agreement The representations and warranties set forth herein shall survive the termination or expiration of this Agreement.

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Section 8. Indemnification. In the event either Party is subject to any action, claim or proceeding resulting from the other’s gross negligence or intentional breach of this Agreement, the Party at fault agrees to indemnify and hold harmless the other from any such action, claim or proceeding. Indemnification shall include all fees, costs and reasonable attorneys’ fees that the indemnified Party may incur. In claiming indemnification hereunder, the indemnified Party shall promptly provide the indemnifying Party written notice of any claim that the indemnified Party reasonably believes falls within the scope of this Agreement. The indemnified Party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying Party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified Party shall not be final without the indemnified Party’s written consent. Any liability of a Party and its officers, directors, controlling persons, employees or agents shall not exceed the amount of fees actually paid to Consultant by the Company pursuant this Agreement.

Section 9. Miscellaneous.

(a) Notices. All notices under this Agreement shall be in writing. Notices may be served by certified or registered mail, postage paid with return receipt requested; by private courier, prepaid; by other reliable form of electronic communication; or personally. Mailed notices shall be deemed delivered five (5) days after mailing, properly addressed. Couriered notices shall be deemed delivered on the date that the courier warrants that delivery will occur. Electronic communication notices shall be deemed delivered when receipt is either confirmed by confirming transmission equipment or acknowledged by the addressee or its office. Personal delivery shall be effective when accomplished. Any Party may change its address by giving notice, in writing, stating its new address, to the other Party. Subject to the forgoing, notices shall be sent as follows:

If to the Consultant:

HeartCore Enterprises, Inc. Attn: Sumitaka Yamamoto 848 Jordan Ave. Apt G Los Altos CA 94022

Email: kanno@heartcore.co.jp

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With a copy, which shall not constitute notice, to:

Anthony L.G., PLLC Attn: John Cacomanolis

625 N. Flagler Drive, Suite 600 West Palm Beach, FL 33401

Email: JCacomanolis@anthonypllc.com

If to the Company, to:

SBC Medical Group, Inc. Attn: Yoshiyuki Aikawa

6-5-1, NishiShinjyuku, Shinjyuku

Tokyo 163-1312, Japan

Email: [_____________]

(b)	Accuracy of Statements. Each Party represents and warrants that no representation or warranty contained in this Agreement, and no statement delivered or information supplied to the other Party pursuant hereto, contains an untrue statement of material fact or omits to state a material fact necessary in order to make the statements or information contained herein or therein not misleading. The representations and warranties made in this Agreement will be continued and will remain true and complete in all material respects and will survive the execution of the transactions contemplated hereby.
(c)	Entire Agreement. This Agreement sets forth all the promises, covenants, agreements, conditions and understandings between the Parties, and supersedes all prior and contemporaneous agreements, understandings, inducements or conditions, expressed or implied, oral or written, except as herein or therein contained.
(d)	Survival. The provisions of Section 8 and Section 9 of this Agreement, and any additional provisions as required to effect any of such Sections, shall survive any termination or expiration hereof, and provided that no expiration or termination of this Agreement shall excuse a Party for any liability for obligations arising prior to such expiration or termination.
(e)	Binding Effect; Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent of the other Party and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect.
(f)	Amendment. The Parties hereby irrevocably agree that no attempted amendment, modification, termination, discharge or change (collectively, “Amendment”) of this Agreement shall be valid and effective, unless the Parties shall unanimously agree in writing to such Amendment.

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(g)	No Waiver. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party against whom it is asserted, and any such written waiver shall only be applicable to the specific instance to which it relates and shall not be deemed to be a continuing or future waiver. No failure to exercise and no delay in exercising on the part of either of the Parties any right, power or privilege under this Agreement shall operate as a waiver of it, nor shall any single or partial exercise of any other right, power or privilege preclude any other or further exercise of its exercise of any other right, power or privilege
(h)	Gender and Use of Singular and Plural. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal representatives, successors and assigns may require.
(i)	Headings. The article and section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Agreement.
(j)	Governing Law; Etc.

(i)	This Agreement, and all matters based upon, arising out of or relating in any way to the Transactions or the Transaction Documents, including all disputes, claims or causes of action arising out of or relating to the Transactions or the Transaction Documents as well as the interpretation, construction, performance and enforcement of the Transaction Documents, shall be governed by the laws of the United States and the State of Delaware, without regard to any jurisdiction’s conflict-of-laws principles.
(ii)	SUBJECT TO Section 9(k), ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE CONTEMPLATED TRANSACTIONS SHALL BE INSTITUTED SOLELY IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF CALIFORNIA, IN EACH CASE LOCATED IN SANTA CLARA COUNTY, CALIFORNIA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
(iii)	EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS, THE PERFORMANCE THEREOF OR THE FINANCINGS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 9(j)(iii).

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(iv) Each of the Parties acknowledge that each has been represented in connection with the signing of this waiver by independent legal counsel selected by the respective Party and that such Party has discussed the legal consequences and import of this waiver with legal counsel. Each of the Parties further acknowledge that each has read and understands the meaning of this waiver and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver with legal counsel.

(k)

Resolution of Disputes. Except as otherwise provided herein, all controversies, disputes or actions between the Parties arising out of this Agreement, including their respective Affiliates, owners, officers, directors, agents and employees, arising from or relating to this Agreement shall on demand of either Party be submitted for arbitration to in accordance with the rules and regulations of the American Arbitration Association. The arbitration shall be conducted by one arbitrator jointly selected by each Party who is a party to the Dispute, provided, however, that if such Parties are unable to agree on the identity of the arbitrator within 10 Business Days of commencement of efforts to do so, each Party who is a party to the Dispute shall select one arbitrator and the arbitrators so selected shall select a final arbitrator, and the final arbitrator shall conduct the arbitration alone. The Parties agree that, in connection with any such arbitration proceeding, each shall submit or file any claim which would constitute a compulsory counterclaim (as defined by Rule 13 of the Federal Rules of Civil Procedures) within the same proceeding as the claim to which it relates. Any such claim which is not submitted or filed in such proceeding shall be barred. The arbitrator shall be instructed to use every reasonable effort to perform its services within seven days of request, and, in any case, as soon as practicable. The Parties agree to be bound by the provisions of any limitation on the period of time by which claims must be brought under Delaware law or any applicable federal law. The arbitrator(s) shall have the right to award the relief which he or she deems proper, consistent with the terms of this Agreement, including compensatory damages (with interest on unpaid amounts from due date), injunctive relief, specific performance, legal damages and costs. The award and decision of the arbitrator(s) shall be conclusive and binding on all Parties, and judgment upon the award may be entered in any court of competent jurisdiction. Any right to contest the validity or enforceability of this award shall be governed exclusively by the United States Arbitration Act. The arbitration shall be conducted in Los Altos, California. The provisions of this Section 9(k) shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.

(l)

Severability; Expenses; Further Assurances. If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible. Except as otherwise specifically provided in this Agreement, each Party shall be responsible for the expenses it may incur in connection with the negotiation, preparation, execution, delivery, performance and enforcement of this Agreement. The Parties shall from time to time do and perform any additional acts and execute and deliver any additional documents and instruments that may be required by Law or reasonably requested by any Party to establish, maintain or protect its rights and remedies under, or to effect the intents and purposes of, this Agreement.

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(m)	Specific Performance. Each Party agrees that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that each Party shall be entitled to seek specific performance of the terms hereof in addition to any other remedy at law or in equity.
(n)	Attorneys’ Fees. If any Party hereto is required to engage in litigation against any other Party, either as plaintiff or as defendant, in order to enforce or defend any rights under this Agreement, and such litigation results in a final judgment in favor of such Party (“Prevailing Party”), then the party or parties against whom said final judgment is obtained shall reimburse the Prevailing Party for all direct, indirect or incidental expenses incurred, including, but not limited to, all attorneys’ fees, court costs and other expenses incurred throughout all negotiations, trials or appeals undertaken in order to enforce the Prevailing Party’s rights hereunder.
(o)	Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party, and nothing in this Agreement, express or implied, is intended to confer upon any other person or entity any rights or remedies of any nature whatsoever under or by reason of this Agreement other than as specifically set forth herein.
(p)	Execution in Counterparts, Electronic Transmission. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signatures appear on following page]

10

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

HeartCore Enterprises, Inc.
By:	/s/ Sumitaka Yamamoto
Name:	Sumitaka Yamamoto
Title:	Chief Executive Officer
SBC Medical Group, Inc.
By:	/s/ Yoshiyuki Aikawa
Name:	Yoshiyuki Aikawa
Title:	President and Chief Executive Officer

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EX-10.4

Exhibit 10.4

EITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

SBC Medical Group, Inc.

Warrant Shares: 27, subject to adjustment as set forth herein. Issuance Date: November 18, 2022

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, HeartCore Enterprises, Inc., a Delaware corporation, or its registered 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 Trigger Date (as defined below) and on or prior to the close of business on the tenth anniversary of the Trigger Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SBC Medical Group, Inc., a Japanese corporation (the “Company”), the number of shares of capital stock (the “Common Stock”) of the Company (as subject to adjustment hereunder, the “Warrant Shares”) as set forth above. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Consulting and Services Agreement dated as of the issuance date as set forth above (the “Issuance Date”) between the Company and the Holder (the “Consulting Agreement”).

Section 2. Exercise.

(a) Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the date that either (i) the Company completes its first initial public offering of stock in the United States resulting in any class of the Company’s stock being listed for trading on any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE American (the “IPO”) or (ii) the Company consummates a merger or other transaction with a special purpose acquisition company (a “SPAC”) wherein the Company becomes a subsidiary of the SPAC, or the Company undertakes any other Fundamental Transaction, as defined below, (as applicable, the “Trigger Date”), and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form attached hereto. Within two (2) Trading Days (as defined below) following the date of aforesaid exercise, the Holder shall deliver the aggregate Exercise Price (if the exercise is pursuant to Section 2(b)) for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank specified in the applicable Notice of Exercise. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within two (2) Trading Days of delivery of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. For purposes herein, the term “Trading Day” means any day that shares of Common Stock are listed for trading or quotation on any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE American.

(b)	Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $0.01, subject to adjustment as described herein (as applicable, the “Exercise Price”).
(c)	Adjustment of Warrant Shares. The number of Warrant Shares for which this Warrant shall be exercisable shall be automatically adjusted on the Trigger Date to be 2.7% of the fully diluted number and class of shares of capital stock of the Company as of the Trigger Date, following completion of the transactions which caused the Trigger Date to be achieved.
(d)	Cashless Exercise. In the event that there is no effective registration statement registering the Warrant Shares, or no current prospectus available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) * (X)] by (A), where:

(A) = the Market Price (as defined below) on the Trading Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise, where the “Market Price” equals the highest traded price of the Common Stock during the one hundred fifty (150) Trading Days prior to the date of the respective Exercise Notice;

(B) = the Exercise Price of this Warrant, as adjusted hereunder; and

(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

Notwithstanding anything herein to the contrary, on the Termination Date, unless the Holder notifies the Company otherwise, if there is no effective registration statement registering the Warrant Shares, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(d); provided however, that if the automatic exercise contemplated under this Section shall result in a conflict with the beneficial ownership limitations of Section 2(g), the Termination Date shall be extended so long as necessary to provide for full exercise of the Warrant under this Section 2(f).

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(e) Anti-Dilution Adjustments to Exercise Price. If the Company or any Subsidiary (as defined below) thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any person or entity (for purposes of clarification, including but not limited to the Holder pursuant to (i) any other security of the Company issued to Holder on or after the Issuance Date or (ii) any other agreement entered into between the Company and Holder) to acquire shares of Common Stock (upon conversion, exercise or otherwise), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents (as defined below) so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(e), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(e), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. “Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. For purposes herein, “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

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(f) Mechanics of Exercise.

(i)	Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the Company’s then-engaged transfer agent (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and there is an effective registration statement permitting the issuance of the Warrant Shares to, or resale of the Warrant Shares, by the Holder and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, prior to the issuance of such shares, having been paid. The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Warrant Shares upon exercise of this Warrant the amount of $1,000.00 per Trading Day. The Company shall pay any payments incurred under this Section 2(f) in immediately available funds, or shares of Common Stock of the Company, in the Holder’s discretion, upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date, the Holder may revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this Warrant, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company.
(ii)	Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of Holder and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.
(iii)	Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares by the Warrant Share Delivery Date, then the Holder will have the right, at any time prior to issuance of such Warrant Shares, to rescind such exercise.
(iv)	Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000.00 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000.00, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000.00. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

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(v)	No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.
(vi)	Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise.
(vii)	Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

(g) Holder’s Exercise Limitations. From and after the date that the Warrant Shares are of a class of equity of the borrower registered under Section 12(g) of the Exchange Act or the Company is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, the Company shall not effect any exercise of this Warrant, and Holder shall not have the right to exercise any portion of this Warrant, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(g), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(g) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(g), in determining the number of outstanding shares of Common Stock, Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder may decrease the Beneficial Ownership Limitation at any time and the Holder, upon not less than sixty-one (61) days’ prior notice to the Company, may increase or waive the Beneficial Ownership Limitation provisions of this Section 2(g), provided that any such increase or waiver will not be effective until the 61^st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(g) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

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Section 3. Certain Adjustments.

(a)

Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock; (ii) subdivides outstanding shares of Common Stock into a larger number of shares; (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares; or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

(b)

Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding shares of Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, the number of shares of common stock of the successor or acquiring corporation (the “Successor Entity”), of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction, and any references herein to the “Company”, whether standing alone or as a part of any other defined term, shall be deemed a reference to the successor or acquiring corporation in the Fundamental Transaction, or the Company if it is the surviving corporation, and this Warrant shall be so exercisable with respect to the Successor Entity or the Company, as applicable. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. If so requested by the Company, the Successor Entity or the Holder, each of the Company, the Successor Entity and the Holder shall reasonably cooperate to execute and deliver such agreements and documents as required to effect the intent of the provisions of this Section 3(b).

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(c)	Voluntary Reduction. The Company may unilaterally reduce the Exercise Price at any time.
(d)	Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
(e)	Notice to Holder.

(i)

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision in this Warrant, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

(ii)

Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock; (B) the Company shall declare a special nonrecurring cash dividend on, or a redemption of, the Common Stock; (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities; or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, to the extent that such information constitutes material non-public information (as determined in good faith by the Company) the Company shall follow the procedure described the Consulting Agreement and shall deliver to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

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Section 4. Transfer of Warrant.

(a)	Transferability. Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
(b)	New Warrants. Subject to compliance with all applicable securities laws, this Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
(c)	Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

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Section 5. Restructuring.

(a)	New Entity. In addition to the provisions of Section 3(b), the Company and the Holder acknowledge and agree that, in connection with an IPO or a Fundamental Transaction, it is expected that the Company will create a new corporation in the United States, which is expected to be in the State of Delaware (“Newco”), to undertake the IPO or Fundamental Transaction, and in which event the Company is expected to be acquired by, or merge with, Newco or a subsidiary of Newco, such that Newco will be the entity that completes the IPO or Fundamental Transaction (the “Restructuring”).
(b)	Holder Election. In the event that the Restructuring is completed prior to the full exercise of this Warrant, or in the event that a Fundamental Transaction occurs prior to the full exercise of this Warrant, the Holder, in its sole discretion and as evidenced by written notice to the Company at any time prior to the Trigger Date, shall have the right to elect to cause the Company and Newco, or the Company and the Successor Entity, as applicable, to issue to Holder a new warrant of Newco or the Successor Entity (as applicable, the “Replacement Issuer”) to replace this Warrant (the “New Warrant”), which New Warrant shall be issued prior to the completion of the IPO or Fundamental Transaction or at the time of the closing of the Fundamental Transaction, as applicable.
(c)	New Warrant. The New Warrant shall be substantially in the form of this Warrant (other than the last sentence of Section 6(e) shall be omitted, and such additional changes as reasonably required to reflect the Replacement Issuer as the issuer shall be made), and shall provide for the acquisition of the stock of the Replacement Issuer which is subject to the IPO or Fundamental Transaction, and will be for a number of shares of the Replacement Issuer comprising the number of shares of the Replacement Issuer into which 2.7% of the shares of the Company as of the Issuance Date as set forth above were converted or exchanged in the Restructuring or the Fundamental Transaction, as applicable, less any proportion of this Warrant which has been exercised as of the time of the issuance of the New Warrant. By way of example and not limitation, in the event that this Warrant was initially exercisable for 1,000 shares of the Company and the Company had 100,000 shares outstanding, and assuming no portion of this Warrant had been exercised, if all 100,000 shares of the Company were converted or exchanged in an IPO Restructuring for 1,000,000 shares of Newco, the New Warrant would be exercisable for 10,000 shares of Newco. The New Warrant shall be governed by the laws of the jurisdiction of organization of the Replacement Issuer. Upon any issuance of the New Warrant, this Warrant shall thereafter be null and void.
(d)	Non-Circumvention. The intent of the provisions of this Section 5 is that the Holder will be entitled to acquire shares of stock in the entity in which or through which the Company consummates the IPO or the Fundamental Transaction, as applicable, whether being the Company or the Replacement Issuer, and the Company shall not undertake any actions or fail to take any actions which would reasonably be expected to frustrate such intent, and shall take such actions as reasonably required to effect such intent.

9

Section 6. Miscellaneous.

(a)	No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth herein.
(b)	Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
(c)	Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.
(d)	Authorized Shares. The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant, which number shall be at least 300% of the number of Warrant Shares to be issued upon exercise of this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the trading market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value; (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant; and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant. Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. Failure to maintain sufficient shares for exercise of the Warrant, shall constitute an Event of Default under the Consulting Agreement and Holder shall be able to rely on any applicable default remedies thereunder.

10

(e)	Governing Law and Jurisdiction. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws. All questions concerning jurisdiction, venue and the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Consulting Agreement. Notwithstanding the foregoing, to the extent that the laws of Japan are required to apply hereto in order to give effect hereto, the laws of Japan shall so apply.
(f)	Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws.
(g)	Non-waiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Consulting Agreement, if the Company fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
(h)	Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Consulting Agreement.
(i)	Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
(j)	Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.
(k)	Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.
(l)	Amendment. Other than as specifically set forth herein, this Warrant may be modified or amended or the provisions hereof waived only with the written consent of the Company and the Holder.
(m)	Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
(n)	Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
(o)	Execution in Counterparts, Electronic Transmission. This Warrant may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signatures appear on following page]

11

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of Issuance Date.

SBC Medical Group, Inc.
By:	/s/ Yoshiyuki Aikawa
Name:	Yoshiyuki Aikawa
Title:	President and Chief Executive Officer

Agreed and accepted:

HeartCore Enterprises, Inc.
By:	/s/ Sumitaka Yamamoto
Name:	Sumitaka Yamamoto
Title:	Chief Executive Officer

12

NOTICE OF EXERCISE

TO: SBC Medical Group, Inc.

(1) The undersigned hereby elects to purchase Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of lawful money of the United States;

(3) Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

___________________________________________

(4) After giving effect to this Notice of Exercise, the undersigned will not have exceeded the Beneficial Ownership Limitation.

The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:

___________________________________________

___________________________________________

___________________________________________

___________________________________________

Name of Investing Entity:

___________________________________________

Signature of Authorized Signatory of Investing Entity:

___________________________________________

Name:

Title:

Date:

ASSIGNMENT FORM

(To assign the foregoing warrant, execute this form and supply required information. Do not use this form to exercise the warrant.)

SBC Medical Group, Inc.

FOR VALUE RECEIVED, [________] all of or [________] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to

______________________________________________________whose address is

_______________________________________________________________

Dated:____________________________________________________, _____________

Holder’s Signature:

Holder’s Address:

Signed in the presence of:

_____________________________

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

EX-99.1

Exhibit 99.1

HeartCore Signs Fifth Go IPO Agreement with SBC Medical Group

NEW YORK, NY and TOKYO, JAPAN – November 23, 2022 – HeartCore Enterprises, Inc. (“HeartCore” or the “Company”), a leading software development company, announced that it has signed an agreement (“Consulting Agreement”) with SBC Medical Group, Inc. (“SBC Medical”), for its fifth Go IPO consulting service within an eight-month period.

As part of the Consulting Agreement, HeartCore will assist SBC Medical in its efforts to go public and list on the Nasdaq Stock Market (“Nasdaq”). Through Go IPO, the Company services clients by assisting throughout the audit and legal firm hiring process, translating requested documents into English, assisting in the preparation of documentation for internal controls required for an initial public offering or de-SPAC, providing general support services, assisting in the preparation of the S-1 or F-1 filing, and more. As compensation for its services, HeartCore expects to generate from SBC Medical an aggregate of $900,000 in initial fees. In addition, HeartCore has received a warrant to acquire 2.7% of SBC Medical’s common stock, on a fully diluted basis.

“Japanese companies continue to express interest in listing on the U.S. markets, and our team has successfully taken advantage of this wave as we executed our fifth Go IPO win of 2022,” said CEO Sumitaka Yamamoto. “Prospective Japanese Go IPO clients have appreciated our expertise in helping private companies kickstart and navigate their capital markets journey with our white glove service and catered consultation, which has resulted in a robust business pipeline for HeartCore.”

About HeartCore Enterprises, Inc.

Headquartered in Tokyo, Japan, HeartCore Enterprises is a leading software development company offering Software as a Service (SaaS) solutions to enterprise customers in Japan and worldwide. The Company also provides data analytics services that allow enterprise businesses to create tailored web experiences for their clients through best-in-class design. HeartCore’s customer experience management platform (CXM Platform) includes marketing, sales, service and content management systems, as well as other tools and integrations, which enable companies to enhance the customer experience and drive engagement. HeartCore also operates a digital transformation business that provides customers with robotics process automation, process mining and task mining to accelerate the digital transformation of enterprises. Furthermore, HeartCore offers “Go IPO,” a consulting service where it assists private companies with uplisting onto the Nasdaq Stock Market. Additional information about the Company’s products and services is available at www.heartcore.co.jp and https://heartcore-enterprises.com/.

Forward-Looking Statements

All statements other than statements of historical facts included in this press release are forward- looking statements. In some cases, forward-looking statements can be identified by words such as “believe,” “intend,” “expect,” “anticipate,” “plan,” “potential,” “continue” or similar expressions. Such forward-looking statements include risks and uncertainties, and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks, and uncertainties are discussed in HeartCore’s filings with the Securities and Exchange Commission. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond HeartCore’s control which could, and likely will materially affect actual results, and levels of activity, performance, or achievements. Any forward-looking statement reflects HeartCore’s current views with respect to future events and is subject to these and other risks, uncertainties, and assumptions relating to operations, results of operations, growth strategy, and liquidity. HeartCore assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. The contents of any website referenced in this press release are not incorporated by reference herein.

HeartCore Investor Relations Contact:

Gateway Group, Inc.

Matt Glover and John Yi

HTCR@gatewayir.com

(949) 574-3860

XML

Cover	Nov. 09, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 09, 2022
Entity File Number	001-41272
Entity Registrant Name	HEARTCORE ENTERPRISES, INC.
Entity Central Index Key	0001892322
Entity Tax Identification Number	87-0913420
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1-2-33
Entity Address, Address Line Two	Higashigotanda
Entity Address, Address Line Three	Shinagawa-ku
Entity Address, City or Town	Tokyo
Entity Address, Country	JP
City Area Code	+81
Local Phone Number	3-6409-6966
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	HTCR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false