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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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