Exhibit
10.3


 


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. 


 




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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]


 




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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


 




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