Exhibit 10.3


 


CONSULTING
AND SERVICES AGREEMENT


 


Dated
as 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 Inc., a Japanese
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)	Providing
                                            support services to remove problematic accounting accounts upon listing support;



 


		(ii)	Translation
                                            of requested documents into English;



 


		(iii)	Conversion
                                            of accounting data from Japanese standards to US GAAP;



 


		(iv)	Support
                                            for the Company’s negotiations with the audit firm; and



 


		(v)	Creation
                                            of English web page.



 






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		(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.



 


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.






 






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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 $200,000 (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)	$50,000
                                            on the three month anniversary of the Effective Date; and



 


		(3)	$50,000
                                            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.



 


		(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.



 






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		(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.



 


		(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.






 






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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 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.


 






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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 Inc.


Attn:
Sumitaka Yamamoto


1-2-33-3,
Higashigotanda, Shinagawa-ku


Tokyo
1080022, Japan


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.



 


		(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.






 






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		(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.



 


		(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.



 






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		(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.



 


		(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.









 






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		(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.



 


		(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 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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