Exhibit
10.1


 


CONSULTING
AND SERVICES AGREEMENT


 


Dated
as of October 20, 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 Metros Development 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,
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; 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 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)	Assistance
    with the selection and negotiation of terms for a law firm, underwriter and auditing firm for the Company;
	 	 	 
	 	(ii)	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.
	 	 	 
	 	(iii)	Assistance
    with the selection and negotiation of terms for a law firm, underwriter and auditing firm for the Company;
	 	 	 
	 	(iv)	attend
    and, if requested by the Company, lead, meetings of the Company’s management and employees;


 




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	 	(v)	Provide
    the Company with support services related to the Company’s NASDAQ listing;
	 	 	 
	 	(vi)	Assist
    in the preparation of S-1 or F-1 filings; and
	 	 	 
	 	(vii)	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 of 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.
	 	 	 
	 	(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.


 




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Section
3. Term; Termination.


 


	 	(a)	The
    term of this Agreement shall commence on the Effective Date and shall continue for a period of nine months thereafter (“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 with immediate effect 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. For the avoidance of
    doubt, the Company, upon the termination or expiration of the Term, shall not be liable for any compensation for the Services that
    become due after the date of termination.


 


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 $300,000 (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 1%
    of the fully diluted share capital of the Company as of Effective Date (490 shares of capital stock), 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)	$100,000
    on the Effective Date;
	 	 	 	 
	 	 	(2)	$100,000
    on the three month anniversary of the Effective Date; and
	 	 	 	 
	 	 	(3)	$100,000
    on the six month anniversary of the Effective Date.



 


	 	(b)	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.
	 	 	 
	 	(c)	In
    the event that the Term is extended beyond the initial nine-month term, the Company shall compensate Consultant for the Services
    at the rate of $150 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.


 




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	 	(d)	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.
	 	 	 
	 	(e)	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.


 


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.


 




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	 	(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 Japan and 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.


 


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


 




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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


 


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:


 


Metros
Development Co., Ltd.


Attn:
Yoshihiro Koshiba


4-10-10-7,
Ginza, Chuoku


Tokyo
1040061Japan


Email:
koshiba@metros61.com


 


	 	(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.


 




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	 	(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.
	 	 	 
	 	(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.


 




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	 	(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).

	 	 	 
	 	(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.



 






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	 	(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.
	 	 	 
	 	(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.


 




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	 	(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]


 




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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


 


	 	Metros
    Development Co., Ltd.
	 	 	 
	 	By:	/s/
    Yoshihiro Koshiba
	 	Name:
    	Yoshihiro
    Koshiba
	 	Title:	Chief
    Executive Officer


 




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