Exhibit
10.4


 


EITHER
THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON
STOCK PURCHASE WARRANT


 


Metros
Development Co., Ltd.


 


	Warrant
                                            Shares: 490, subject to

    adjustment
    as set forth herein.
	Issuance
    Date: October 20, 2022


 


THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, HeartCore Inc., a Japanese corporation,
or its registered assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after the Trigger Date (as defined below) and on or prior to the close of business on the tenth
anniversary of the Trigger Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Metros Development
Co., Ltd., a Japanese corporation (the “Company”), the number of shares of capital stock (the “Common Stock”)
of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock
under this Warrant shall be equal to the Exercise Price, as defined in Section 2.


 


Section
1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Consulting
and Services Agreement dated as of the issuance date as set forth above (the “Issuance Date”) between the Company and the
Holder (the “Consulting Agreement”).


 






    	 



     


    

 


Section
2. Exercise.


 





	 	(a)	Exercise
    of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the date that
    either (i) the Company completes its first initial public offering of stock in the United States resulting in any class of the Company’s
    stock being listed for trading on any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE American (the “IPO”)
    or (ii) the Company undertakes any other Fundamental Transaction, as defined below, (as applicable, the “Trigger Date”),
    and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate
    by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed
    facsimile copy of the Notice of Exercise Form attached hereto. Within two (2) Trading Days (as defined below) following the date
    of aforesaid exercise, the Holder shall deliver the aggregate Exercise Price (if the exercise is pursuant to Section 2(b)) for the
    shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank specified
    in the applicable Notice of Exercise. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant
    to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to
    the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full,
    in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date
    the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of
    the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares
    purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain
    records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to
    any Notice of Exercise Form within two (2) Trading Days of delivery of such notice. The Holder and any assignee, by acceptance
    of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of
    the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the
    amount stated on the face hereof. For purposes herein, the term “Trading Day” means any day that shares of Common
    Stock are listed for trading or quotation on any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE American.


 


		(b)	Exercise
                                            Price. The exercise price per share of the Common Stock under this Warrant shall be $0.01,
                                            subject to adjustment as described herein (as applicable, the “Exercise Price”).



 


		(c)	Cashless
                                            Exercise. In the event that there is no effective registration statement registering
                                            the Warrant Shares, or no current prospectus available for the resale of the Warrant Shares
                                            by the Holder, then this Warrant may also be exercised at the Holder’s election, in
                                            whole or in part, at such time by means of a “cashless exercise” in which the
                                            Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained
                                            by dividing [(A-B) * (X)] by (A), where:



 


(A)
= the Market Price (as defined below) on the Trading Day immediately preceding the date on which Holder elects to exercise this Warrant
by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise, where the “Market Price”
equals the highest traded price of the Common Stock during the one hundred fifty (150) Trading Days prior to the date of the respective
Exercise Notice;


 


(B)
= the Exercise Price of this Warrant, as adjusted hereunder; and


 


(X)
= the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise.


 






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Notwithstanding
anything herein to the contrary, on the Termination Date, unless the Holder notifies the Company otherwise, if there is no effective
registration statement registering the Warrant Shares, or no current prospectus available for, the resale of the Warrant Shares by the
Holder, then this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c); provided however, that
if the automatic exercise contemplated under this Section shall result in a conflict with the beneficial ownership limitations of Section
2(f), the Termination Date shall be extended so long as necessary to provide for full exercise of the Warrant under this Section 2(e).


 


		(d)	Anti-Dilution
                                            Adjustments to Exercise Price. If the Company or any Subsidiary (as defined below) thereof,
                                            as applicable, at any time while this Warrant is outstanding, shall sell or grant any option
                                            to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or
                                            announce any offer, sale, grant or any option to purchase or other disposition) any Common
                                            Stock or securities entitling any person or entity (for purposes of clarification, including
                                            but not limited to the Holder pursuant to (i) any other security of the Company issued to
                                            Holder on or after the Issuance Date or (ii) any other agreement entered into between the
                                            Company and Holder) to acquire shares of Common Stock (upon conversion, exercise or otherwise),
                                            at an effective price per share less than the then Exercise Price (such lower price, the
                                            “Base Share Price” and such issuances collectively, a “Dilutive Issuance”)
                                            (if the holder of the Common Stock or Common Stock Equivalents (as defined below) so issued
                                            shall at any time, whether by operation of purchase price adjustments, elimination of an
                                            applicable floor price for any reason in the future (including but not limited to the passage
                                            of time or satisfaction of certain condition(s)), reset provisions, floating conversion,
                                            exercise or exchange prices or otherwise, or due to warrants, options or rights per share
                                            which are issued in connection with such issuance, be entitled or potentially entitled to
                                            receive shares of Common Stock at an effective price per share which is less than the Exercise
                                            Price at any time while such Common Stock or Common Stock Equivalents are in existence, such
                                            issuance shall be deemed to have occurred for less than the Exercise Price on such date of
                                            the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents
                                            are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance
                                            or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price
                                            shall be reduced at the option of the Holder and only reduced to equal the Base Share Price.
                                            Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are
                                            issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently
                                            redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually
                                            converted or exercised at such Base Share Price by the holder thereof (for the avoidance
                                            of doubt, the Holder may utilize the Base Share Price even if the Company did not actually
                                            issue shares of its common stock at the Base Share Price under the respective Common stock
                                            Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day
                                            following the issuance of any Common Stock or Common Stock Equivalents subject to this Section
                                            2(d), indicating therein the applicable issuance price, or applicable reset price, exchange
                                            price, conversion price and other pricing terms (such notice the “Dilutive Issuance
                                            Notice”). For purposes of clarification, whether or not the Company provides a Dilutive
                                            Issuance Notice pursuant to this Section 2(d), upon the occurrence of any Dilutive Issuance,
                                            after the date of such Dilutive Issuance the Holder is entitled to receive a number of Warrant
                                            Shares based upon the Base Share Price regardless of whether the Holder accurately refers
                                            to the Base Share Price in the Notice of Exercise. “Common Stock Equivalents”
                                            means any securities of the Company or the Subsidiaries which would entitle the holder thereof
                                            to acquire at any time Common Stock, including, without limitation, any debt, preferred stock,
                                            right, option, warrant or other instrument that is at any time convertible into or exercisable
                                            or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. For
                                            purposes herein, “Subsidiaries” means any corporation or other organization,
                                            whether incorporated or unincorporated, in which the Company owns, directly or indirectly,
                                            any equity or other ownership interest.









 






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		(e)	Mechanics
                                            of Exercise.



 


		(i)	Delivery
                                            of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted
                                            by the Company’s then-engaged transfer agent (the “Transfer Agent”) to
                                            the Holder by crediting the account of the Holder’s prime broker with The Depository
                                            Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”)
                                            if the Company is then a participant in such system and there is an effective registration
                                            statement permitting the issuance of the Warrant Shares to, or resale of the Warrant Shares,
                                            by the Holder and otherwise by physical delivery to the address specified by the Holder in
                                            the Notice of Exercise by the date that is two (2) Trading Days after the delivery to the
                                            Company of the Notice of Exercise, (such date, the “Warrant Share Delivery Date”).
                                            The Warrant Shares shall be deemed to have been issued, and Holder or any other person so
                                            designated to be named therein shall be deemed to have become a holder of record of such
                                            shares for all purposes, as of the date the Warrant has been exercised, with payment to the
                                            Company of the Exercise Price and all taxes required to be paid by the Holder, if any, prior
                                            to the issuance of such shares, having been paid. The Company understands that a delay in
                                            the delivery of the Warrant Shares after the Warrant Share Delivery Date could result in
                                            economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees
                                            to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Warrant
                                            Shares upon exercise of this Warrant the amount of $500.00 per Trading Day. The Company shall
                                            pay any payments incurred under this Section 2(e) in immediately available funds, or shares
                                            of Common Stock of the Company, in the Holder’s discretion, upon demand. Furthermore,
                                            in addition to any other remedies which may be available to the Holder, in the event that
                                            the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant
                                            Share Delivery Date, the Holder may revoke all or part of the relevant Warrant exercise by
                                            delivery of a notice to such effect to the Company, whereupon the Company and the Holder
                                            shall each be restored to their respective positions immediately prior to the exercise of
                                            the relevant portion of this Warrant, except that the liquidated damages described above
                                            shall be payable through the date notice of revocation or rescission is given to the Company.



 






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		(ii)	Delivery
                                            of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the
                                            Company shall, at the request of Holder and upon surrender of this Warrant certificate, at
                                            the time of delivery of the certificate or certificates representing Warrant Shares, deliver
                                            to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased
                                            Warrant Shares called for by this Warrant, which new Warrant shall in all other respects
                                            be identical with this Warrant.






 


		(iii)	Rescission
                                            Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder a
                                            certificate or the certificates representing the Warrant Shares by the Warrant Share Delivery
                                            Date, then the Holder will have the right, at any time prior to issuance of such Warrant
                                            Shares, to rescind such exercise.



 


		(iv)	Compensation
                                            for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any
                                            other rights available to the Holder, if the Company fails to cause the Transfer Agent to
                                            transmit to the Holder a certificate or the certificates representing the Warrant Shares
                                            pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date
                                            the Holder is required by its broker to purchase (in an open market transaction or otherwise),
                                            or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver
                                            in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated
                                            receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in
                                            cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price
                                            (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds
                                            (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company
                                            was required to deliver to the Holder in connection with the exercise at issue times (2)
                                            the price at which the sell order giving rise to such purchase obligation was executed, and
                                            (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent
                                            number of Warrant Shares for which such exercise was not honored (in which case such exercise
                                            shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock
                                            that would have been issued had the Company timely complied with its exercise and delivery
                                            obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase
                                            price of $11,000.00 to cover a Buy-In with respect to an attempted exercise of shares of
                                            Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000.00,
                                            under clause (A) of the immediately preceding sentence the Company shall be required to pay
                                            the Holder $1,000.00. The Holder shall provide the Company written notice indicating the
                                            amounts payable to the Holder in respect of the Buy-In and, upon request of the Company,
                                            evidence of the amount of such loss. Nothing herein shall limit Holder’s right to pursue
                                            any other remedies available to it hereunder, at law or in equity including, without limitation,
                                            a decree of specific performance and/or injunctive relief with respect to the Company’s
                                            failure to timely deliver certificates representing shares of Common Stock upon exercise
                                            of the Warrant as required pursuant to the terms hereof.



 






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		(v)	No
                                            Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares
                                            shall be issued upon the exercise of this Warrant. As to any fraction of a share which the
                                            Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at
                                            its election, either pay a cash adjustment in respect of such final fraction in an amount
                                            equal to such fraction multiplied by the Exercise Price or round up to the next whole share.






 


		(vi)	Charges,
                                            Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without
                                            charge to the Holder for any issue or transfer tax or other incidental expense in respect
                                            of the issuance of such certificate, all of which taxes and expenses shall be paid by the
                                            Company, and such certificates shall be issued in the name of the Holder or in such name
                                            or names as may be directed by the Holder; provided, however, that in the event certificates
                                            for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant
                                            when surrendered for exercise shall be accompanied by the Assignment Form attached hereto
                                            duly executed by the Holder and the Company may require, as a condition thereto, the payment
                                            of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company
                                            shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise.



 


		(vii)	Closing
                                            of Books. The Company will not close its stockholder books or records in any manner which
                                            prevents the timely exercise of this Warrant, pursuant to the terms hereof.



 






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		(f)	Holder’s
                                            Exercise Limitations. From and after the date that the Warrant Shares are of a class
                                            of equity of the borrower registered under Section 12(g) of the Exchange Act or the Company
                                            is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act,
                                            the Company shall not effect any exercise of this Warrant, and Holder shall not have the
                                            right to exercise any portion of this Warrant, to the extent that after giving effect to
                                            such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder
                                            (together with the Holder’s affiliates, and any other Persons acting as a group together
                                            with the Holder or any of the Holder’s affiliates), would beneficially own in excess
                                            of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing
                                            sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates
                                            shall include the number of shares of Common Stock issuable upon exercise of this Warrant
                                            with respect to which such determination is being made, but shall exclude the number of shares
                                            of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised
                                            portion of this Warrant beneficially owned by the Holder or any of its affiliates and (ii)
                                            exercise or conversion of the unexercised or nonconverted portion of any other securities
                                            of the Company (including, without limitation, any other Common Stock Equivalents) subject
                                            to a limitation on conversion or exercise analogous to the limitation contained herein beneficially
                                            owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence,
                                            for purposes of this Section 2(f), beneficial ownership shall be calculated in accordance
                                            with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder,
                                            it being acknowledged by the Holder that the Company is not representing to the Holder that
                                            such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is
                                            solely responsible for any schedules required to be filed in accordance therewith. To the
                                            extent that the limitation contained in this Section 2(f) applies, the determination of whether
                                            this Warrant is exercisable (in relation to other securities owned by the Holder together
                                            with any affiliates) and of which portion of this Warrant is exercisable shall be in the
                                            sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed
                                            to be the Holder’s determination of whether this Warrant is exercisable (in relation
                                            to other securities owned by the Holder together with any affiliates) and of which portion
                                            of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation,
                                            and the Company shall have no obligation to verify or confirm the accuracy of such determination.
                                            In addition, a determination as to any group status as contemplated above shall be determined
                                            in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
                                            thereunder. For purposes of this Section 2(f), in determining the number of outstanding shares
                                            of Common Stock, Holder may rely on the number of outstanding shares of Common Stock as reflected
                                            in (A) the Company’s most recent periodic or annual report filed with the Commission,
                                            as the case may be, (B) a more recent public announcement by the Company or (C) a more recent
                                            written notice by the Company or the Transfer Agent setting forth the number of shares of
                                            Common Stock outstanding. Upon the written or oral request of Holder, the Company shall within
                                            two Trading Days confirm orally and in writing to the Holder the number of shares of Common
                                            Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall
                                            be determined after giving effect to the conversion or exercise of securities of the Company,
                                            including this Warrant, by the Holder or its affiliates since the date as of which such number
                                            of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”
                                            shall be 9.99% of the number of shares of the Common Stock outstanding immediately after
                                            giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant.
                                            The Holder may decrease the Beneficial Ownership Limitation at any time and the Holder, upon
                                            not less than sixty-one (61) days’ prior notice to the Company, may increase or waive
                                            the Beneficial Ownership Limitation provisions of this Section 2(f), provided that any such
                                            increase or waiver will not be effective until the 61st day after such notice
                                            is delivered to the Company. The provisions of this paragraph shall be construed and implemented
                                            in a manner otherwise than in strict conformity with the terms of this Section 2(f) to correct
                                            this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
                                            Beneficial Ownership Limitation herein contained or to make changes or supplements necessary
                                            or desirable to properly give effect to such limitation. The limitations contained in this
                                            paragraph shall apply to a successor holder of this Warrant.






 






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Section
3. Certain Adjustments.


 


		(a)	Stock
                                            Dividends and Splits. If the Company, at any time while this Warrant is outstanding:
                                            (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of
                                            its Common Stock or any other equity or equity equivalent securities payable in shares of
                                            Common Stock; (ii) subdivides outstanding shares of Common Stock into a larger number of
                                            shares; (iii) combines (including by way of reverse stock split) outstanding shares of Common
                                            Stock into a smaller number of shares; or (iv) issues by reclassification of shares of the
                                            Common Stock any shares of capital stock of the Company, then in each case the Exercise Price
                                            shall be multiplied by a fraction of which the numerator shall be the number of shares of
                                            Common Stock (excluding treasury shares, if any) outstanding immediately before such event
                                            and of which the denominator shall be the number of shares of Common Stock outstanding immediately
                                            after such event, and the number of shares issuable upon exercise of this Warrant shall be
                                            proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain
                                            unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately
                                            after the record date for the determination of stockholders entitled to receive such dividend
                                            or distribution and shall become effective immediately after the effective date in the case
                                            of a subdivision, combination or re-classification.






 


		(b)	Fundamental
                                            Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly
                                            or indirectly, in one or more related transactions effects any merger or consolidation of
                                            the Company with or into another Person, (ii) the Company, directly or indirectly, effects
                                            any sale, lease, license, assignment, transfer, conveyance or other disposition of all or
                                            substantially all of its assets in one or a series of related transactions, (iii) any, direct
                                            or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another
                                            Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender
                                            or exchange their shares for other securities, cash or property and has been accepted by
                                            the holders of 50% or more of the outstanding shares of Common Stock, (iv) the Company, directly
                                            or indirectly, in one or more related transactions effects any reclassification, reorganization
                                            or recapitalization of the Common Stock or any compulsory share exchange pursuant to which
                                            the Common Stock is effectively converted into or exchanged for other securities, cash or
                                            property, or (v) the Company, directly or indirectly, in one or more related transactions
                                            consummates a stock or share purchase agreement or other business combination (including,
                                            without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
                                            with another Person or group of Persons whereby such other Person or group acquires more
                                            than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock
                                            held by the other Person or other Persons making or party to, or associated or affiliated
                                            with the other Persons making or party to, such stock or share purchase agreement or other
                                            business combination) (each a “Fundamental Transaction”), then, upon any subsequent
                                            exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share
                                            that would have been issuable upon such exercise immediately prior to the occurrence of such
                                            Fundamental Transaction, at the option of the Holder, the number of shares of common stock
                                            of the successor or acquiring corporation (the “Successor Entity”), of the Company,
                                            if it is the surviving corporation, and any additional consideration (the “Alternate
                                            Consideration”) receivable as a result of such Fundamental Transaction by a holder
                                            of the number of shares of Common Stock for which this Warrant is exercisable immediately
                                            prior to such Fundamental Transaction, and any references herein to the “Company”,
                                            whether standing alone or as a part of any other defined term, shall be deemed a reference
                                            to the successor or acquiring corporation in the Fundamental Transaction, or the Company
                                            if it is the surviving corporation, and this Warrant shall be so exercisable with respect
                                            to the Successor Entity or the Company, as applicable. For purposes of any such exercise,
                                            the determination of the Exercise Price shall be appropriately adjusted to apply to such
                                            Alternate Consideration based on the amount of Alternate Consideration issuable in respect
                                            of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion
                                            the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the
                                            relative value of any different components of the Alternate Consideration. If holders of
                                            Common Stock are given any choice as to the securities, cash or property to be received in
                                            a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
                                            Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.
                                            If so requested by the Company, the Successor Entity or the Holder, each of the Company,
                                            the Successor Entity and the Holder shall reasonably cooperate to execute and deliver such
                                            agreements and documents as required to effect the intent of the provisions of this Section
                                            3(b).









 






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		(c)	Voluntary
                                            Reduction. The Company may unilaterally reduce the Exercise Price at any time.



 


		(d)	Calculations.
                                            All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th
                                            of a share, as the case may be. For purposes of this Section 3, the number of shares of Common
                                            Stock deemed to be issued and outstanding as of a given date shall be the sum of the number
                                            of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.



 


		(e)	Notice
                                            to Holder.



 


		(i)	Adjustment
                                            to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision
                                            in this Warrant, the Company shall promptly mail to the Holder a notice setting forth the
                                            Exercise Price after such adjustment and any resulting adjustment to the number of Warrant
                                            Shares and setting forth a brief statement of the facts requiring such adjustment.



 


		(ii)	Notice
                                            to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other
                                            distribution in whatever form) on the Common Stock; (B) the Company shall declare a special
                                            nonrecurring cash dividend on, or a redemption of, the Common Stock; (C) the Company shall
                                            authorize the granting to all holders of the Common Stock rights or warrants to subscribe
                                            for or purchase any shares of capital stock of any class or of any rights; (D) the approval
                                            of any stockholders of the Company shall be required in connection with any reclassification
                                            of the Common Stock, any consolidation or merger to which the Company is a party, any sale
                                            or transfer of all or substantially all of the assets of the Company, or any compulsory share
                                            exchange whereby the Common Stock is converted into other securities; or (E) the Company
                                            shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the
                                            affairs of the Company, then, in each case, to the extent that such information constitutes
                                            material non-public information (as determined in good faith by the Company) the Company
                                            shall follow the procedure described the Consulting Agreement and shall deliver to the Holder
                                            at its last address as it shall appear upon the Warrant Register of the Company, at least
                                            twenty (20) calendar days prior to the applicable record or effective date hereinafter specified,
                                            a notice stating (x) the date on which a record is to be taken for the purpose of such dividend,
                                            distribution, redemption, rights or warrants, or if a record is not to be taken, the date
                                            as of which the holders of the Common Stock of record to be entitled to such dividend, distributions,
                                            redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
                                            consolidation, merger, sale, transfer or share exchange is expected to become effective or
                                            close, and the date as of which it is expected that holders of the Common Stock of record
                                            shall be entitled to exchange their shares of the Common Stock for securities, cash or other
                                            property deliverable upon such reclassification, consolidation, merger, sale, transfer or
                                            share exchange; provided that the failure to mail such notice or any defect therein or in
                                            the mailing thereof shall not affect the validity of the corporate action required to be
                                            specified in such notice. To the extent that any notice provided hereunder constitutes, or
                                            contains, material, non-public information regarding the Company or any of the Subsidiaries,
                                            the Company shall simultaneously file such notice with the SEC pursuant to a Current Report
                                            on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period
                                            commencing on the date of such notice to the effective date of the event triggering such
                                            notice except as may otherwise be expressly set forth herein.









 






    	9



     


    

 


Section
4. Transfer of Warrant.


 


		(a)	Transferability.
                                            Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder
                                            (including, without limitation, any registration rights) are transferable, in whole or in
                                            part, upon surrender of this Warrant at the principal office of the Company or its designated
                                            agent, together with a written assignment of this Warrant substantially in the form attached
                                            hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any
                                            transfer taxes payable upon the making of such transfer. Upon such surrender and, if required,
                                            such payment, the Company shall execute and deliver a new Warrant or Warrants in the name
                                            of the assignee or assignees, as applicable, and in the denomination or denominations specified
                                            in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing
                                            the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.
                                            The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder
                                            for the purchase of Warrant Shares without having a new Warrant issued.



 


		(b)	New
                                            Warrants. Subject to compliance with all applicable securities laws, this Warrant may
                                            be divided or combined with other Warrants upon presentation hereof at the aforesaid office
                                            of the Company, together with a written notice specifying the names and denominations in
                                            which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject
                                            to compliance with Section 4(a), as to any transfer which may be involved in such division
                                            or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange
                                            for the Warrant or Warrants to be divided or combined in accordance with such notice. All
                                            Warrants issued on transfers or exchanges shall be dated the initial issuance date of this
                                            Warrant and shall be identical with this Warrant except as to the number of Warrant Shares
                                            issuable pursuant thereto.



 


		(c)	Warrant
                                            Register. The Company shall register this Warrant, upon records to be maintained by the
                                            Company for that purpose (the “Warrant Register”), in the name of the record
                                            Holder hereof from time to time. The Company may deem and treat the registered Holder of
                                            this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution
                                            to the Holder, and for all other purposes, absent actual notice to the contrary.



 






    	10



     


    

 


Section
5. Restructuring.


 


		(a)	New
                                            Entity. In addition to the provisions of Section 3(b), the Company and the Holder acknowledge
                                            and agree that, in connection with an IPO, it is expected that the Company will create a
                                            new corporation in the United States, which is expected to be in the State of Delaware (“Newco”),
                                            to undertake the IPO, and in which event the Company is expected to be acquired by, or merge
                                            with, Newco or a subsidiary of Newco, such that Newco will be the entity that completes the
                                            IPO (the “IPO Restructuring”).






 


		(b)	Holder
                                            Election. In the event that the IPO Restructuring is completed prior to the full exercise
                                            of this Warrant, or in the event that a Fundamental Transaction occurs prior to the full
                                            exercise of this Warrant, the Holder, in its sole discretion and as evidenced by written
                                            notice to the Company at any time prior to the Trigger Date, shall have the right to elect
                                            to cause the Company and Newco, or the Company and the Successor Entity, as applicable, to
                                            issue to Holder a new warrant of Newco or the Successor Entity (as applicable, the “Replacement
                                            Issuer”) to replace this Warrant (the “New Warrant”), which New Warrant
                                            shall be issued prior to the completion of the IPO or at the time of the closing of the Fundamental
                                            Transaction, as applicable.



 


		(c)	New
                                            Warrant. The New Warrant shall be substantially in the form of this Warrant (other than
                                            the last sentence of Section 6(e) shall be omitted, and such additional changes as reasonably
                                            required to reflect the Replacement Issuer as the issuer shall be made), and shall provide
                                            for the acquisition of the stock of the Replacement Issuer which is subject to the IPO, and
                                            will be for a number of shares of the Replacement Issuer comprising the number of shares
                                            of the Replacement Issuer into which 1% of the shares of the Company as of the Issuance Date
                                            as set forth above were converted or exchanged in the IPO Restructuring or the Fundamental
                                            Transaction, as applicable, less any proportion of this Warrant which has been exercised
                                            as of the time of the issuance of the New Warrant. By way of example and not limitation,
                                            in the event that this Warrant was initially exercisable for 1,000 shares of the Company
                                            and the Company had 100,000 shares outstanding, and assuming no portion of this Warrant had
                                            been exercised, if all 100,000 shares of the Company were converted or exchanged in an IPO
                                            Restructuring for 1,000,000 shares of Newco, the New Warrant would be exercisable for 10,000
                                            shares of Newco. The New Warrant shall be governed by the laws of the jurisdiction of organization
                                            of the Replacement Issuer. Upon any issuance of the New Warrant, this Warrant shall thereafter
                                            be null and void.



 


		(d)	Non-Circumvention.
                                            The intent of the provisions of this Section 5 is that the Holder will be entitled to acquire
                                            shares of stock in the entity in which or through which the Company consummates the IPO or
                                            the Fundamental Transaction, as applicable, whether being the Company or the Replacement
                                            Issuer, and the Company shall not undertake any actions or fail to take any actions which
                                            would reasonably be expected to frustrate such intent, and shall take such actions as reasonably
                                            required to effect such intent.



 


Section
6. Miscellaneous.


 


		(a)	No
                                            Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any
                                            voting rights, dividends or other rights as a stockholder of the Company prior to the exercise
                                            hereof as set forth herein.



 






    	11



     


    

 


		(b)	Loss,
                                            Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt
                                            by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction
                                            or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and
                                            in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to
                                            it (which shall not include the posting of any bond), and upon surrender and cancellation
                                            of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new
                                            Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of
                                            such Warrant or stock certificate.






 


		(c)	Saturdays,
                                            Sundays, Holidays, etc. If the last or appointed day for the taking of any action or
                                            the expiration of any right required or granted herein shall not be a Trading Day, then,
                                            such action may be taken or such right may be exercised on the next succeeding Trading Day.



 


		(d)	Authorized
                                            Shares. The Company covenants that, during the period the Warrant is outstanding, it
                                            will reserve from its authorized and unissued Common Stock a sufficient number of shares
                                            to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights
                                            under this Warrant, which number shall be at least 300% of the number of Warrant Shares to
                                            be issued upon exercise of this Warrant. The Company further covenants that its issuance
                                            of this Warrant shall constitute full authority to its officers who are charged with the
                                            duty of executing stock certificates to execute and issue the necessary certificates for
                                            the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company
                                            will take all such reasonable action as may be necessary to assure that such Warrant Shares
                                            may be issued as provided herein without violation of any applicable law or regulation, or
                                            of any requirements of the trading market upon which the Common Stock may be listed. The
                                            Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase
                                            rights represented by this Warrant will, upon exercise of the purchase rights represented
                                            by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized,
                                            validly issued, fully paid and non-assessable and free from all taxes, liens and charges
                                            created by the Company in respect of the issue thereof (other than taxes in respect of any
                                            transfer occurring contemporaneously with such issue). Except and to the extent as waived
                                            or consented to by the Holder, the Company shall not by any action, including, without limitation,
                                            amending its certificate of incorporation or through any reorganization, transfer of assets,
                                            consolidation, merger, dissolution, issue or sale of securities or any other voluntary action,
                                            avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
                                            but will at all times in good faith assist in the carrying out of all such terms and in the
                                            taking of all such actions as may be necessary or appropriate to protect the rights of Holder
                                            as set forth in this Warrant against impairment. Without limiting the generality of the foregoing,
                                            the Company will (i) not increase the par value of any Warrant Shares above the amount payable
                                            therefor upon such exercise immediately prior to such increase in par value; (ii) take all
                                            such action as may be necessary or appropriate in order that the Company may validly and
                                            legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant;
                                            and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions
                                            or consents from any public regulatory body having jurisdiction thereof, as may be, necessary
                                            to enable the Company to perform its obligations under this Warrant. Before taking any action
                                            which would result in an adjustment in the number of Warrant Shares for which this Warrant
                                            is exercisable or in the Exercise Price, the Company shall obtain all such authorizations
                                            or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
                                            body or bodies having jurisdiction thereof. Failure to maintain sufficient shares for exercise
                                            of the Warrant, shall constitute an Event of Default under the Consulting Agreement and Holder
                                            shall be able to rely on any applicable default remedies thereunder.









 






    	12



     


    

 





		(e)	Governing
                                            Law and Jurisdiction. This Warrant shall be governed by and construed in accordance with
                                            the laws of the State of Delaware without regard to principles of conflicts of laws. All
                                            questions concerning jurisdiction, venue and the construction, validity, enforcement and
                                            interpretation of this Warrant shall be determined in accordance with the provisions of the
                                            Consulting Agreement. Notwithstanding the foregoing, to the extent that the laws of Japan
                                            are required to apply hereto in order to give effect hereto, the laws of Japan shall so apply.



 


		(f)	Restrictions.
                                            The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant,
                                            if not registered, will have restrictions upon resale imposed by state and federal securities
                                            laws.



 


		(g)	Non-waiver
                                            and Expenses. No course of dealing or any delay or failure to exercise any right hereunder
                                            on the part of Holder shall operate as a waiver of such right or otherwise prejudice the
                                            Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant
                                            or the Consulting Agreement, if the Company fails to comply with any provision of this Warrant,
                                            which results in any material damages to the Holder, the Company shall pay to the Holder
                                            such amounts as shall be sufficient to cover any costs and expenses including, but not limited
                                            to, reasonable attorneys’ fees, including those of appellate proceedings, incurred
                                            by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any
                                            of its rights, powers or remedies hereunder.



 


		(h)	Notices.
                                            Any notice, request or other document required or permitted to be given or delivered to the
                                            Holder by the Company shall be delivered in accordance with the notice provisions of the
                                            Consulting Agreement.



 


		(i)	Limitation
                                            of Liability. No provision hereof, in the absence of any affirmative action by the Holder
                                            to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights
                                            or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
                                            price of any Common Stock or as a stockholder of the Company, whether such liability is asserted
                                            by the Company or by creditors of the Company.



 


		(j)	Remedies.
                                            The Holder, in addition to being entitled to exercise all rights granted by law, including
                                            recovery of damages, will be entitled to specific performance of its rights under this Warrant.
                                            The Company agrees that monetary damages would not be adequate compensation for any loss
                                            incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees
                                            to waive and not to assert the defense in any action for specific performance that a remedy
                                            at law would be adequate.



 


		(k)	Successors
                                            and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations
                                            evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted
                                            assigns of the Company and the successors and permitted assigns of Holder. The provisions
                                            of this Warrant are intended to be for the benefit of any Holder from time to time of this
                                            Warrant and shall be enforceable by the Holder or holder of Warrant Shares.



 






    	13



     


    

 








		(l)	Amendment.
                                            Other than as specifically set forth herein, this Warrant may be modified or amended or the
                                            provisions hereof waived only with the written consent of the Company and the Holder.



 


		(m)	Severability.
                                            Wherever possible, each provision of this Warrant shall be interpreted in such manner as
                                            to be effective and valid under applicable law, but if any provision of this Warrant shall
                                            be prohibited by or invalid under applicable law, such provision shall be ineffective to
                                            the extent of such prohibition or invalidity, without invalidating the remainder of such
                                            provisions or the remaining provisions of this Warrant.



 


		(n)	Headings.
                                            The headings used in this Warrant are for the convenience of reference only and shall not,
                                            for any purpose, be deemed a part of this Warrant.



 


		(o)	Execution
                                            in Counterparts, Electronic Transmission. This Warrant 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]





 






    	14



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of Issuance Date.


 


	 	 	Metros
    Development Co., Ltd.
	 	 	 	 
	 	 	By:	/s/
    Yoshihiro Koshiba
	 	 	Name:
    	Yoshihiro
    Koshiba
	 	 	Title:	Chief
    Executive Officer
	 	 	 	 
	Agreed
    and accepted:	 	 
	 	 	 
	HeartCore
    Inc.	 	 
	 	 	 	 
	By:	/s/
    Sumitaka Yamamoto	 	 
	Name:
    	Sumitaka
    Yamamoto	 	 
	Title:	Chief
    Executive Officer	 	 





 






    	15



     


    

 


NOTICE
OF EXERCISE


 


TO:
[Issuer Name]


 


(1)
The undersigned hereby elects to purchase_______________Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2)
Payment shall take the form of lawful money of the United States;




 


(3)
Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is
specified below:


 


___________________________________ 


 


(4)
After giving effect to this Notice of Exercise, the undersigned will not have exceeded the Beneficial Ownership Limitation.


 


The
Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:


 


___________________________________


___________________________________


___________________________________


___________________________________ 


 


Name
of Investing Entity:


 


___________________________________ 


 


Signature
of Authorized Signatory of Investing Entity:


 


____________________________________ 


Name:


Title:


Date:





 






    	 



     


    

 


ASSIGNMENT
FORM


 


(To
assign the foregoing warrant, execute this form and supply required information. Do not use this form to exercise the warrant.)


 


[Issuer
name]


 



FOR
                                            VALUE RECEIVED, [______________] all of or [_________] shares of the foregoing Warrant and
                                            all rights evidenced thereby are hereby assigned to


_________________________________________________
whose address is


____________________________________________________________________.






 


Dated:______________________________________________________________,
______


 


	Holder’s
    Signature: 	 _______________________________________
	 	 
	Holder’s
    Address:	________________________________________
	 	 
	 	________________________________________
	 	 
	Signed
    in the presence of:	 


 


______________________________________


 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary
or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.