Exhibit 10.35


 


Tmall Operation Agency Service Agreement


 


This Agency Service Agreement is entered into
between the following Parties on September 1, 2020 in Binjiang District, Hangzhou:


 


Party A: Yoshitsu Co., Ltd.


 


Address: [*]


 


Party B: HONG KONG ICE CULTURE CREATIVE CO.
LIMITED


 


Address: [*]


 


WHEREAS, 


 


		1.	Party A owns the management rights of a Tmall Global Store, ONEFESTA Overseas Flagship Store, store
link: https://onefbsta.tmall.hk/.



 


Party A owns the
management rights of a Tmall Global Franchise Store, Shengnai Overseas Franchise Store, store link: https://stna.tmall.hk/.


 


		2.	Party B is a service provider of entrusted store operation, with the ability and resources to provide
high quality and efficient services.



 


		3.	Party A intends to entrust Party B to be the entrusted operator to provide operation services for its
multi-platform stores.



 


After friendly negotiation,
both Parties have reached this Agency Service Agreement (the “Agreement”) as follows:


 


		I.	Definition



 


		1.1.	Unless otherwise specified in this Agreement, the terms below shall have the following meanings:



 


		1.1.1.	Parties: Party A and Party B, collectively;



 


		1.1.2.	Stores: the multi-platform stores operated and managed by Party A, including the Tmall Global Store, ONEFESIA
Overseas Flagship Store, and Tmall Global Franchise Store, Shengnai Overseas Franchise Store;



 


		1.1.3.	Entrusted Operation Services: the daily operation, management, marketing, and promotion, and other
                                                                  services provided by Party B for Party A’s stores;



 


		1.1.4.	Sales Amount: the combination of the total prices and all extra-priced expenses received by Party A from
the purchaser or receiver of taxable labors or services through the Stores for the sale of products, and provision of taxable labors or
services, including the tax payable by Party A but excluding the refund amount (subject to the actual payments of users confirmed to pay
to International Alipay);



 






     


     


    

 


		1.1.5.	Commission: the monthly service fee paid by Party A to Party B based on the monthly Sales Amount of the
Stores at a certain percentage.



 


		1.2.	Unless otherwise specified in this Agreement:



 


		1.2.1.	The clauses, paragraphs, and sub-clauses quoted are the clauses, paragraphs and sub-clauses of this Agreement;



 


		1.2.2.	The headings are for convenience of reference only and shall not affect the interpretation of this Agreement,
or limit the contents or scopes of the clauses under the headings.



 


		II.	Service Scope and Fees



 


		2.1.	Party B shall provide Party A with store operation, design, product promotion, and other services.



 


		2.2.	Commission



 


		2.2.1.	Party A shall pay Party B the Commission for the Entrusted Operation Services provided as follows:



 


		(1)	If the annual Sales Amount do not exceed RMB 55 million (excluding 55 million), Party A shall pay Party
B a monthly Commission rate of 5%;



 


		(2)	If the annual Sales Amount exceed RMB 55 million (including 55 million), the monthly Commission payable
by Party A to Party B shall be 8% for the excess amount.



 


		2.2.2.	Monthly Commission for the month = the monthly Commission percentage X the total Sales Amount of the Stores
for such month.



 


		2.2.3.	The total Sales Amount of the Stores for such month is subject to the actual payments of the Tmall/Taobao
users confirmed to pay to International Alipay. If Party B disagrees with the Sales Amount provided by Party A, Party B is entitled to
request Party A to provide vouchers issued by Tmall/Taobao.



 


		2.3.	Payments



 


The Commission shall be settled monthly.
At the beginning of each month, Party A shall provide the details of Sale Amount of the previous month to Party B. Upon the confirmation
of both Parties, Party A shall pay Party B in US dollars prior to the 30th day of the month.


 






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		2.4.	Receipt Account



 


The receipt account
designated by Party B is as follows:


 


Account Name: [*]


 


Company Address: [*]


 


RMB Account: [*]


 


USD Account: [*]


 


Bank Name: CMB WING LUNG BANK LIMITED


 


Bank Address: NO 45 DES VOEUX ROAD
HONG KONG


 


SWIFT CODE: WUBAHKHH


 


Bank Sub-Code: 020


 


		2.5.	Party B shall not accept any payment made by any third party on behalf of Party A (“Third Party
Payment”), unless Party B agrees to such Third Party Payment, in which case, Party A shall provide a written proof of payment
entrustment as requested by Party B, and go through relevant procedures.



 


		2.6.	Fapiao



 


Party B shall issue
Fapiao to Party A for the above Commission.


 


		2.7.	Other Costs



 


		2.7.1.	Party A shall bear its own costs incurred by Party A during the term of Entrusted Operation Services.



 


		2.7.2.	Party A shall provide 2% of the monthly Sales Amount of the Stores as operation fees. For example, if
the Sales Amount in August is RMB 5 million, Party B can apply for a maximum of RMB 100,000 as store promotion fees in that month. Party
B agrees to provide Party A with a monthly invoice for the use of the store promotion fees.



 


		2.8.	Service Term



 


Subject to the terms
and conditions set forth in Article 8 of this Agreement, this Agreement may be terminated in advance. The term of Entrusted Operation
Services is for a total of 36 months, from September 1, 2020 to August 31, 2023.


 






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		III.	Rights and Obligations



 


		3.1.	Party A’s rights and obligations



 


		3.1.1.	During the term of the Entrusted Operation Services, Party A has the right to:



 


		(1)	require Party B to provide the services as agreed in this Agreement;



 


		(2)	to comment on Party B’s design plans, promotion plans, and implementation plans, and decide whether to
implement the plans); and



 


		(3)	to request Party B to provide assistance based on the actual situation, if there are special needs periodically.



 


		3.1.2.	During term of the Entrusted Operation Services, Party A’s obligations shall be as follows:



 


		(1)	Party A shall remain a legal entity registered in accordance with the laws of its place of establishment,
and with independent civil liability. Party A shall remain the brand owner or the authorized agent of the products sold in the Stores specified
in this Agreement. Party A shall meet the conditions for opening online stores on the relevant online sales platform as agreed in this
Agreement.



 


		(2)	Party A shall lawfully and formally operate in accordance with laws and regulations and the relevant rules
of the online sales platforms.



 


		(3)	Party A shall have full ownership or the right to dispose of the products sold by Party A. Party A
                                                                   shall not infringe the industrial property rights or intellectual property rights of any third party, including but not limited to
                                                                   trademark rights, patent rights, copyright rights, etc. Party A shall provide Party B with the latest product information in a
                                                                   timely manner.



 


		(4)	Party A shall provide Party B with the management account and password of the Stores, and promptly inform
Party B if there is any modification. Party A shall simultaneously provide Party B with the real data related to the initial operation
of the Stores and be fully responsible for those data.



 


		(5)	Party A shall actively cooperate in paying for the advertising and promotion expenses related to Party
A’s Stores to ensure the smooth implementation of Party B’s plan. Party A shall respond to Party B’s marketing plan within 3 business
days.



 


		(6)	Party A shall pay the Commissions to Party B on time in accordance with this Agreement.



 






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		3.2.	Party B’s rights and obligations



 


		3.2.1.	During the term of the Entrusted Operation Services, Party B’s obligations are as follows:



 


		(1)	Party B shall remain a legal entity registered in accordance with the laws of its place of establishment with
independent civil liability.



 


		(2)	Party B shall select excellent and skilled operation personnel to form a professional team to provide
services for Party A.



 


		(3)	Party B shall be responsible for the operation and promotion of the entire project in a diligent and professional
manner.



 


		(4)	Party B shall provide online services to deal with the problems arising from the operation of Party A’s
Stores in a timely manner.



 


		(5)	Party B shall carry out the services in accordance with the work plan and objectives determined by both
Parties.



 


		(6)	Party B shall propose marketing activities based on the characteristics of the project, and upon Party
A’s confirmation, shall complete the relevant work on time with the quality and quantity; if Party A is required to cooperate with
the implementation, Party A shall complete the work on time to ensure the successful completion of the work. Party B shall not assume
any responsibility for the work not completed on time due to Party A’s actions.



 


		(7)	During the term of this Agreement, Party B shall ensure that the overall merchandise inventory turnover
rate is not less than 35% (inventory turnover rate = the number of days of the time period / inventory turnover days, time period inventory
turnover days = the number of days of the time period X (1/2) X (inventory quantity at the beginning of the time period + inventory quantity
at the end of the time period) / time period Sales Amount. The specific data shall be subject to the Cainiao system.). Party B shall clarify
with Party A the reasons for special activity period or special inventory arrangement; otherwise, Party A has the right to request Party
B to adjust.



 


		3.2.2.	During the term of the Entrusted Operation Services, Party B has the right to



 


		(1)	request Party A to provide information, pictures, and other related information within the scope of the
project to facilitate the smooth operation of the project;



 


		(2)	make corresponding adjustments and amendments to the submitted documents and programs according to the
changes in the implementation;



 






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		(3)	collecting service fees in accordance with this Agreement; and



 


		(4)	require Party A to provide active support and cooperation to the marketing plan proposed by Party B with all resources.



 


		IV.	Confidentiality 



 


		4.1.	During the term of this project relating
                                            to Entrusted Operation Services, Party A or Party B (the “Disclosing Party”)
                                            may provide the other Party (the “Receiving Party”) with information,
                                            records, documents and materials relating to business, financial, technical, personnel, management,
                                            and investment, and opinions, recommendations, analyses, studies and reports relating to
                                            the project (the “Confidential Information”). The Receiving Party shall
                                            keep the Disclosing Party’s Confidential Information confidential and ensure that such
                                            Confidential Information is used only for purposes related to the project, except with the
                                            prior written consent of the Disclosing Party or as required by laws and regulations, or
                                            regulatory authorities. The Receiving Party shall not disclose any of the Confidential Information,
                                            in whole or in part, to any other person or entity not involved in the project.



 


		4.2.	Non-Confidential Information. The above Confidential Information does not include information, records,
documents or materials that: (a) the Receiving Party has obtained from a third party and, to the Receiving Party’s knowledge, there
is no agreement, legal or agency obligation between such third party and the Disclosing Party that would prohibit it from providing such
information to the Receiving Party; (b) has been made public for reasons not caused by the breach of this Agreement of the Disclosing
Party; (c) the information has been authorized in writing by the Disclosing Party to be made public; (d) the information has been independently
developed by the Receiving Party without the direct or indirect use of Confidential Information provided by the Disclosing Party; and
(e) the information has been obtained by the Receiving Party from lawful sources prior to being provided by the Disclosing Party.



 


		4.3.	Duration. The Receiving Party’s confidentiality obligations shall remain in effect for the duration
of this project and for two years after its completion or termination.



 


		V.	Business Ethics



 


		5.1.	No Solicitation



 


During the term of the Parties’
cooperation and 12 months after that, Party A shall not solicit or recruit any of Party B’s employees or consultants to work directly
or indirectly for or with Party A, or encourage Party B’s employees or consultants to terminate their employment or consulting relationship
with Party B.


 


If Party A violates this paragraph,
Party B shall have the right to immediately terminate this Agreement and Party A shall compensate Party B for any direct economic loss
incurred by Party B as a result of Party A’s actions.


 






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		5.2.	Anti-corruption



 


Party B shall strictly refrain
from any form (or attempted form) of corruption (including extortion and bribery, and other illegal acts) in the business
relationship. Party B will not offer, promise or solicit, directly or indirectly, bribes or other unjust enrichment in order to
obtain any unfair preference. Likewise, Party B will not accept solicitations or expectations of bribes or other unjust enrichment
from Party A or its employees or consultants.


 


		VI.	Force Majeure



 


If, during the term of this Agreement, war, strike,
riot, governmental action, or material change in law or regulation, or any other event which is unforeseeable, unavoidable and insurmountable
at the time of signing this Agreement occurs or is likely to occur, which materially and adversely affects the business or financial condition
of Party A and Party B or the performance of either Party, neither Party shall be liable for any failure or temporary inability to perform
all or any part of its obligations under this Agreement as a result of the foregoing. However, the Party affected by such event shall
notify the other Party of the occurrence of such event as soon as possible, and provide the other Party, within five business days of
the occurrence of such event, with documentary evidence issued by the relevant agency concerning such event. The Parties shall negotiate
to suspend, terminate, or modify all or part of this Agreement.


 


		VII.	Liability for Breach of Contract



 


		7.1.	Party A shall pay Party B the Commission in full and on time. If the payment is delayed, or not paid
                                                              in full or not paid at all, Party A shall pay Party B a late fee at 5% of the unpaid amount. If the delay is over one month, Party B
                                                              has the right to request Party A to pay twice of the unpaid amount as liquidated damages; if the liquidated damages are not enough
                                                              to cover Party B’s loss, Party A shall make up for the deficiency it.



 


		7.2.	During the term of this Agreement, except for force majeure factors and when the other Party expressly
refuses to perform the obligation by actual action, either Party may not terminate this Agreement for any other reasons. If either Party
terminates this Agreement unilaterally, the defaulting Party shall pay the other Party $50,000 as liquidated damages.



 


		7.3.	Party A shall be liable for any issues relating to the quality of Party A’s sales service, intellectual
property, and customer service, and Party B has the right to seek recovery from Party A for any losses caused by such issues.



 


		7.4.	Neither Party shall be liable to the other Party for any special, incidental, indirect, or consequential
damages and losses (including but not limited to, anticipated benefits, profits, business opportunities, suspension of business, and loss
of information, etc.).



 






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		VIII.	Termination



 


		8.1.	The Entrusted Operation Services provided by under this Agreement may be terminated in the following circumstances:



 


		8.1.1.	The termination of this Agreement by mutual consent of the Parties;



 


		8.1.2.	This project has been completed or terminated;



 


		8.1.3.	Either Party may terminate this Agreement by notice to the other Party, if the performance of this Agreement
becomes impossible, or continued performance would materially adversely affect either Party, due to reasons of law, regulation or policy,
any material changes in the company’s business condition, or any event of force majeure;



 


		8.1.4.	If Party B does not achieve the annual Sales Amount of RMB 10,000,000 or reaches 70% of the established
sales plan for three consecutive months, Party A may terminate this Agreement at any time. However, Party B shall not be liable for any
failure to meet the target, if such failure is caused by that the quantity of product deliveries confirmed in advance by the Parties is
not in stock (minimum 70% of the established sales plan) due to Party A.



 


		8.2.	Upon the termination of this Agreement, Party B shall sell all the products in stock during the operation
period within three months after the termination of this Agreement; otherwise, Party B shall buy out all the products in stock at full
price, which shall be determined by Party A’s cost price of such products. Party A may deduct the amount of Party B’s full buyout
of the products from the Commission or other fees owed to Party B.



 


		8.3.	Termination of this Agreement in accordance with the above terms shall not create any continuing liability
or obligation of the Parties except for the following: the remuneration and expenses incurred by Party B as of the date of termination;
if Party A has substantially adopted or implemented the service results provided by Party B prior to the termination of this Agreement,
Party B shall, on equal terms, have the right of renewal over other service providers; and, the confidentiality and indemnity provisions
shall survive the termination of this Agreement.



 






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		IX.	Miscellaneous 



 


		9.1.	Any supplements or amendments to this Agreement shall be in writing and signed by both Parties to be valid.



 


		9.2.	This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special
Administrative Region of the People’s Republic of China (“Hong Kong”). If any disputes arising from or related to this Agreement
cannot be resolved by negotiation, the Parties agree that the dispute shall be submitted to a court of competent jurisdiction in Hong
Kong, and both Party irrevocably submits to the exclusive jurisdiction of any court of competent jurisdiction in Hong Kong.



 


		9.3.	The addresses of both Parties as stated in this Agreement may be used as the address for the service of
reminders, statements of accounts, and arbitration documents by the arbitration commission. If the relevant documents and litigation documents
are not physically received or delivered due to errors in the stated address or failure to notify the changed address in time, the date
of return of the relevant documents and litigation documents by post shall be deemed the date of service.



 


		9.4.	Party A’s Hong Kong subsidiary shall be entitled to enforce the terms of this Agreement in accordance
with the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) (the “Contracts (Rights of Third
Parties) Ordinance”). Except for the third parties mentioned above, any person rather other the Parties hereto shall not be
entitled to enforce or enjoy the benefit of any provision of this Agreement under the Contracts (Rights of Third Parties) Ordinance.



 


		9.5.	This Agreement shall become effective on the date of execution by both Parties. This Agreement is executed
in two copies, one for each Party, each with same legal effect.



 


(INTENTIONALLY LEFT BLANK)


 




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    Party A: Yoshitsu Co., Ltd. 

(Sealed)

    

     

    Authorized Representative: (Signature unrecognizable)
	
    Party B: HONG KONG ICE CULTURE CREATIVE CO. LIMITED
    (Sealed)

     

    Authorized Representative: Bolin Wu



 


Subsidiary: ICE JAPAN Co., Ltd.
(Sealed)


 


Representative Director: Fei
Xu                 


 




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SUPPLMENTARY AGREEMENT


 


Party A: Yoshitsu Co., Ltd. (hereinafter
referred to as “Party A”)


 


Party B: HONG KONG ICE CULTURE CREATIVE
CO. LIMITED (hereinafter referred to as “Party B”)


 


WHEREAS, Party A and Party B signed a Tmall Operation
Agency Service Agreement (hereinafter referred to as the “Master Agreement”) on September 1, 2020, under which Party A entrusts
Party B to provide operation of multi-platform stores services. To properly implement the Master Agreement and establish a long-term,
and mutually beneficial cooperative relationship, the two parties have reached the following supplementary agreement through friendly
consultation:


 


		1.	Regarding the amendment of Article 9.2 of the Master Agreement



 


Article 9.2 of the
Master Agreement currently states, “This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong
Special Administrative Region of the People’s Republic of China (“Hong Kong”). If any dispute arising from or related to this
Agreement cannot be resolved by negotiation, the Parties agree that the dispute shall be submitted to a court of competent jurisdiction
in Hong Kong, and both Party irrevocably submits to the exclusive jurisdiction of any court of competent jurisdiction in Hong Kong.”


 


Both parties agree
to amend Article 9.2 of the Master Agreement as follows:


 


“Any dispute
arising from the execution or performance of this Agreement shall be settled by friendly negotiation between the parties; in the event
that such negotiation fails, the parties agree that the Tokyo District Court shall be the exclusive court of jurisdiction for the first
instance; Either party may file a lawsuit with the Tokyo District Court, and the applicable law shall be the laws of Japan.”


 


		2.	Both parties agree to delete Article 9.4 of the Master Agreement.



 


		3.	Regarding the addition of Article 10 to the Master Agreement



 


Both parties agree
to add the following as Article 10 of the Master Agreement:


 


“Party B agrees
to fully comply with the Personal Information Protection Law of the People’s Republic of China (hereinafter referred to as “China”),
where the Agreement is principally performed, and other laws and regulations of China relating to personal information protection of Chinese
consumers. Party B or Party B’s business partner(s) within China shall legally and properly collect, store, use, process, and manage
personal information of Chinese consumers. Any legal liabilities arising from any violation of such laws and regulations shall be borne
by Party B solely, and not by Party A. Party A shall not obtain or keep such personal information of Chinese consumers. If Party A suffers
losses due to Party B’s failure to comply with China’s relevant laws and regulations relating to personal information protection,
Party A has the right to unilaterally terminate the Master Agreement (including any supplementary agreement), and Party B shall be fully
liable for all losses suffered by Party A as a result.”


 






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		4.	Miscellaneous



 


		4.1.	This Supplementary Agreement is an integral part of the Master Agreement and has the same legal effect
as the Master Agreement. In the event of any inconsistency between this Supplementary Agreement and the Master Agreement, this Supplementary
Agreement shall prevail. Anything not covered hereby shall be determined by the Master Agreement.



 


		4.2.	This Supplementary Agreement shall come into effect upon affixing of seals of both parties thereto.
                                                              This Supplementary Agreement shall be executed in two copies, one for each party, with equal legal effect.



 


	Party A: Yoshitsu Co., Ltd. (Sealed)
	 
	Representative: 	Mei Kanayama
	Date: 	October 19, 2021
	 
	Party B: HONG KONG ICE CULTURE CREATIVE CO., LIMITED (Sealed)
	 
	Representative:	 Bolin Wu
	Date: 	October 19, 2021



 


 


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