Exhibit
10.4


 


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.


 


[No
further text on this page]


 




    	 



     


    

 


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