Exhibit 10.5


 


SYLA
Technologies Co., Ltd.


 


Independent
Director Agreement


 


(Director Name:
Mr. Ferdinand Groenewald)


 


Dated as of December
5, 2022


 


This Independent Director Agreement
(this “Agreement”), dated and made effective as of the date first set forth above (the “Effective Date”), is entered
into by and between SYLA Technologies Co., Ltd., a Japanese corporation (“Company”), and Ferdinand Groenewald (“Director”).
The Company and Director may be referred to herein individually as a “Party” or collectively as the “Parties”.


 


WHEREAS, the Company has appointed
the Director to the Board of Directors of Company (the “Board”) and now desires to enter into an agreement with the Director
with respect to Director’s continuing service as a director of Company; and


 


WHEREAS, the Director is willing
to continue serving as a director of Company upon the terms and conditions set forth herein and in accordance with the provisions of this
Agreement.


 


NOW, THEREFORE, in consideration
of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged.
the Parties hereby agree as follows:


 


	1.	Defined Terms. Wherever the following terms are used in this Agreement,
they shall have the meanings ascribed to them below, unless the context clearly indicates otherwise. Other capitalized terms in this Agreement
are defined in the text hereof.



 


		(a)	“Affiliate” means, with reference to Company, any other Person
controlling, controlled by or under the common control of Company. For purposes hereof, the term “control” (or any equivalent
term) means having ownership of more than fifty percent (50%) of the voting securities of a Person or the power, whether through voting
power or otherwise, to control the management policies of such Person.
	 	 	 
		(b)	“Person” means any natural person, corporation, company, partnership
(including both general and limited partnerships), limited liability company, sole proprietorship, association, joint stock company, firm,
trust, trustee, joint venture, unincorporated organization, executor, administrator, legal representative or other legal entity, including
any governmental authority, entity or instrumentality.



 



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	2.	Duties.



 


		(a)	Director agrees to serve as an independent Director of the Company and to
be available to perform the duties consistent with such position pursuant to the articles of incorporation and bylaws of the Company,
and any additional codes, guidelines or policies of the Company that may be effective now or in the future (collectively, the “Governance Documents”)
and the laws of Japan. The Company acknowledges that Director currently holds other positions (“Other Employment”) and agrees
that Director may maintain such positions, provided that such Other Employment shall not materially interfere with Director’s
obligations under this Agreement. Director confirms that Director expects Director will be able to devote sufficient time and attention
to the Company as is necessary to fulfill Director’s responsibilities as a Director of the Company and that Director expects the
Other Employment will not in any way impact Director’s independence, and if Director determines that is no longer the case, Director
will promptly notify the Company. Such time and attention shall include, without limitation, participation in telephonic and/or in-person
meetings of the Board; provided, that Director is given reasonable advance notice of such meetings and they are scheduled at times
when Director is available. Director also represents that the Other Employment shall not materially and unreasonably interfere with Director’s
obligations under this Agreement. Subject to the forgoing, Director will use Director’s best efforts to promote the interests of
Company and its shareholders.
	 	 	 
		(b)	Without limiting the generality of the foregoing, Director confirms that
Director is independent (as such term has been construed under Japanese law with respect to directors of Japanese corporations and the
OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Director also confirms that, to Director’s knowledge, (a)
Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business,
close personal relationships or other affiliations, with the Company’s significant equity or debt holders or any of their respective
corporate affiliates that would cause Director to be unable to (i) exercise independent judgment based on the best interests of the Company
or (ii) make decisions and carry out Director’s responsibilities as a Director of the Company, in each case in accordance with the
terms of the Governance Documents and applicable law, and (b) Director has no existing relationship or affiliation of any kind with any
entity Director knows to be a competitor of the Company.
	 	 	 
		(c)	In addition to Director’s service on the Board, Director agrees that,
if so selected by the Board, Director shall serve on the Compensation Committee, Audit Committee and Nominating Committee of the Board.
	 	 	 
		(d)	By execution of this Agreement, Director accepts Director’s appointment
or election as an independent Director of the Company, and agrees to serve in such capacity, subject to the terms of this Agreement, until
Director’s successor is duly elected and qualified or until Director’s earlier death, resignation or removal. The Parties
acknowledge and agree that Director is being engaged to serve as an independent Director of the Company only and is not being engaged
to serve, and shall not serve, the Company in any other capacity.
	 	 	 
		(e)	Director’s status during the Term (as defined below) shall be that
of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect.
All payments and other consideration made or provided to the Director hereunder shall be made or provided without withholding or deduction
of any kind except Japanese withholding income tax, and the Director shall assume sole responsibility for discharging all tax or other
obligations associated therewith.



 



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	3.	Term. The term of this Agreement shall continue until the earliest
of (a) such time as Director resigns or is removed in accordance with the Governance Documents, and (b) the death of the Director (the
“Term”).
	 	 
	4.	Compensation. For all services to be rendered by Director hereunder,
and so long as Director remains a Director of the Company, the Company shall, during the Term, pay to Director the compensation and reimbursement
of expenses as set forth in this Section 3.



 


		(a)	Director shall be paid the sum of ¥4,070,700 (US$30,000) annually for
Director’s service as a director of the Company, to be paid ¥339,225 ($2,500) per month, payable within five business days of
the end of each calendar month, and with such amount for any partial calendar month being appropriately prorated.
	 	 	 
		(b)	Director shall be paid additional compensation for service on committees
of the Board as may be agreed by the Company and the Director, subject to any approvals required by the Board, subject to the maximum
aggregate compensation amount resolved by our shareholders meetings as required by applicable law or the rules or regulations of any securities
exchange on which the securities of the Company are listed.
	 	 	 
		(c)	During the Term, Company shall reimburse Director for all reasonable out-of-pocket
expenses incurred by Director in attending any in-person meetings, provided that Director complies with the generally applicable policies,
practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses. Any reimbursements
for allocated expenses (as compared to out-of-pocket expenses of the Director in excess of $500.00) must be approved in advance by the
Company.



 


	5.	Confidentiality.



 


		(a)	Definition. For purposes of this Agreement,
“Confidential Information” shall mean all Company Work Product (as hereinafter defined) and all non-public written, electronic,
and oral information or materials of Company communicated to or otherwise obtained by Director in connection with this Agreement, which
is related to the products, business and activities of Company, its Affiliates, and subsidiaries, and their respective customers, clients,
suppliers, and other entities with which such party does business, including: (i) all costing, pricing, technology, software, documentation,
research, techniques, procedures, processes, discoveries, inventions, methodologies, data, tools, templates, know how, intellectual property
and all other proprietary information of Company; (ii) the terms of this Agreement; and (iii) any other information identified as confidential
in writing by Company. Confidential Information shall not include information that: (a) was lawfully known by Director without an obligation
of confidentiality before its receipt from Company; (b) is independently developed by Director without reliance on or use of Confidential
Information; (c) is or becomes publicly available without a breach by Director of this Agreement; or (d) is disclosed to Director by a
third party which is not required to maintain its confidentiality. An “Affiliate” of a Party shall mean any entity directly
or indirectly controlling, controlled by, or under common control with, such Party at any time during the Term for so long as such control
exists.



 



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		(b)	Company Ownership. Company shall retain all
right, title, and interest to the Confidential Information, including all copies thereof and all rights to patents, copyrights, trademarks,
trade secrets and other intellectual property rights inherent therein and appurtenant thereto. Subject to the terms and conditions of
this Agreement, Company hereby grants Director a non-exclusive, non-transferable, license during the Term to use any Confidential Information
solely to the extent that such Confidential Information is necessary for the performance of Director’s duties hereunder. Director
shall not, by virtue of this Agreement or otherwise, acquire any proprietary rights whatsoever in Confidential Information, which shall
be the sole and exclusive property and confidential information of Company. No identifying marks, copyright or proprietary right notices
may be deleted from any copy of Confidential Information. Nothing contained herein shall be construed to limit the rights of Company from
performing similar services for, or delivering the same or similar deliverable to, third parties using the Confidential Information and/or
using the same personnel to provide any such services or deliverables.
	 	 	 
		(c)	Confidentiality Obligations. Director agrees
to hold the Confidential Information in confidence and not to copy, reproduce, sell, assign, license, market, transfer, give or otherwise
disclose such Confidential Information to any Person or to use the Confidential Information for any purposes whatsoever, without the express
written permission of Company.
	 	 	 
		(d)	Required Disclosure. If Director is requested
to disclose any of the Confidential Information as part of an administrative or judicial proceeding, Director shall, to the extent permitted
by applicable law, promptly notify Company of that request and cooperate with Company, at Company’s expense, in seeking a protective
order or similar confidential treatment for the Confidential Information. If no protective order or other confidential treatment is obtained,
Director shall disclose only that portion of Confidential Information which is legally required and will exercise all reasonable efforts
to obtain reliable assurances that confidential treatment will be accorded the Confidential Information which is required to be disclosed.
	 	 	 
		(e)	Enforcement. Director acknowledges that the
Confidential Information is unique and valuable, and that remedies at law will be inadequate to protect Company from any actual or threatened
breach of this Section 5 by Director and that any such breach would cause irreparable and continuing injury to Company. Therefore, Director
agrees that Company shall be entitled to seek equitable relief with respect to the enforcement of this Section 5 without any requirement
to post a bond, including, without limitation, injunction and specific performance, without proof of actual damages or exhausting other
remedies, in addition to all other remedies available to Company at law or in equity. For greater clarity, in the event of a breach or
threatened breach by Director of any of the provisions of this Section 5, in addition to and not in limitation of any other rights, remedies
or damages available at law or in equity, Company shall be entitled to a permanent injunction or other like remedy in order to prevent
or restrain any such breach or threatened breach by Director, and Director agrees that an interim injunction may be granted against Director
immediately on the commencement of any action, claim, suit or proceeding by Company to enforce the provisions of this Section 5, and Director
further irrevocably consents to the granting of any such interim or permanent injunction or any like remedy. If any action at law or in
equity is necessary to enforce the terms of this Section 5, Director, if it is determined to be at fault, shall pay Company’s reasonable
legal fees and expenses on a substantial indemnity basis.



 



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		(f)	Related Duties. Director shall: (i) promptly
deliver to Company upon Company’s request all materials in Director’s possession which contain Confidential Information; (ii)
use its best efforts to prevent any unauthorized use or disclosure of the Confidential Information; (iii) notify Company in writing immediately
upon discovery of any such unauthorized use or disclosure; and (iv) cooperate in every reasonable way to regain possession of any Confidential
Information and to prevent further unauthorized use and disclosure thereof.
	 	 	 
		(g)	Legal Exceptions. Further notwithstanding
the foregoing provisions of this Section 5, Director may disclose confidential information as may be expressly required by law, governmental
rule, regulation, executive order, court order, or in connection with a dispute between the Parties; provided that prior to making any
such disclosure, subject to applicable law, Director shall use its best efforts to: (i) provide Company with at least fifteen (15) days’
prior written notice setting forth with specificity the reason(s) for such disclosure, supporting documentation therefor, and the circumstances
giving rise thereto; and (ii) limit the scope and duration of such disclosure to the strictest possible extent.
	 	 	 
		(h)	Limitation. Except as specifically set forth
herein, no licenses or rights under any patent, copyright, trademark, or trade secret are granted by Company to Director hereunder, or
are to be implied by this Agreement. Except for the restrictions on use and disclosure of Confidential Information imposed in this Agreement,
no obligation of any kind is assumed or implied against either Party or their Affiliates by virtue of meetings or conversations between
the Parties hereto with respect to the subject matter stated above or with respect to the exchange of Confidential Information. Each Party
further acknowledges that this Agreement and any meetings and communications of the Parties and their affiliates relating to the same
subject matter shall not: (i) constitute an offer, request, invitation or contract with the other Party to engage in any research, development
or other work; (ii) constitute an offer, request, invitation or contract involving a buyer-seller relationship, joint venture, teaming
or partnership relationship between the Parties and their affiliates; or (iii) constitute a representation, warranty, assurance, guarantee
or inducement with respect to the accuracy or completeness of any Confidential Information or the non-infringement of the rights of third
persons.



 


	6.	Intellectual Property Rights.



 


		(a)	Disclosure of Work Product. As used in this
Agreement, the term “Work Product” means any invention, whether or not patentable, know-how, designs, mask works, trademarks,
formulae, processes, manufacturing techniques, trade secrets, ideas, artwork, software or any
copyrightable or patentable works. Director agrees to disclose promptly in writing to Company, or any Person designated by Company, all
Work Product that is solely or jointly conceived, made, reduced to practice, or learned by Director in the course of any work performed
for Company (“Company Work Product”). Director agrees (a) to use Director’s best efforts to maintain such Company Work
Product in trust and strict confidence; (b) not to use Company Work Product in any manner or for any purpose not expressly set forth in
this Agreement; and (c) not to disclose any such Company Work Product to any third party without first obtaining Company’s express
written consent on a case-by-case basis.



 



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		(b)	Ownership of Company Work Product. Director
agrees that any and all Company Work Product conceived, written, created or first reduced to practice in the performance of work under
this Agreement shall be deemed “work for hire” under applicable law and shall be the sole and exclusive property of Company.
	 	 	 
		(c)	Assignment of Company Work Product. Director
irrevocably assigns to Company all right, title and interest worldwide in and to the Company Work Product and all applicable intellectual
property rights related to the Company Work Product, including without limitation, copyrights, trademarks, trade secrets, patents, moral
rights, contract and licensing rights (the “Proprietary Rights”). Except as set forth below, Director retains no rights to
use the Company Work Product and agrees not to challenge the validity of Company’s ownership in the Company Work Product. Director
hereby grants to Company a perpetual, non-exclusive, fully paid-up, royalty-free, irrevocable and world-wide right, with rights to sublicense
through multiple tiers of sublicensees, to reproduce, make derivative works of, publicly perform, and display in any form or medium whether
now known or later developed, distribute, make, use and sell any and all Director owned or controlled Work Product or technology that
Director uses to complete the services and which is necessary for Company to use or exploit the Company Work Product.
	 	 	 
		(d)	Assistance. Director agrees to cooperate
with Company or its designee(s), both during and after the Term, in the procurement and maintenance of Company’s rights in Company
Work Product and to execute, when requested, any other documents deemed necessary by Company to carry out the purpose of this Agreement.
Director will assist Company in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights
relating to Company Work Product in any and all countries. Director’s obligation to assist Company with respect to Proprietary Rights
relating to such Company Work Product in any and all countries shall continue beyond the termination of this Agreement, but Company shall
compensate Director at a reasonable rate to be mutually agreed upon after such termination for the time actually spent by Director at
Company’s request on such assistance.
	 	 	 
		(e)	Execution of Documents. In the event Company
is unable for any reason, after reasonable effort, to secure Director’s signature on any document requested by Company pursuant
to this Section 6 within seven (7) days of the Company’s initial request to Director, Director hereby irrevocably designates and
appoints Company and its duly authorized officers and agents as its agent and attorney in fact, which appointment is coupled with an interest,
to act for and on its behalf solely to execute, verify and file any such documents and to do all other lawfully permitted acts to further
the purposes of this Section 6 with the same legal force and effect as if executed by Director. Director hereby waives and quitclaims
to Company any and all claims, of any nature whatsoever, which Director now or may hereafter have for infringement of any Proprietary
Rights assignable hereunder to Company.



 



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		(f)	Director Representations and Warranties.
Director hereby represents and warrants that: (i) Company Work Product will be an original work of Director or all applicable third parties
will have executed assignments of rights reasonably acceptable to Company; (ii) neither the Company Work Product nor any element thereof
will infringe the intellectual property rights of any third party; (iii) neither the Company Work Product nor any element thereof will
be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; (iv) Director will
not grant, directly or indirectly, any rights or interest whatsoever in the Company Work Product to any third party; (v) Director has
full right and power to enter into and perform Director’s obligations under this Agreement without the consent of any third party;
(vi) Director will use best efforts to prevent injury to any Person (including employees of Company) or damage to property (including
Company’s property) during the Term; and (vii) should Company permit Director to use any of Company’s equipment, tools, or
facilities during the Term, such permission shall be gratuitous and Director shall be responsible for any injury to any Person (including
death) or damage to property (including Company’s property) arising out of use of such equipment, tools or facilities.



 


	7.	Director’s Representation and Acknowledgment. Director represents
to the Company that Director’s execution and performance of this Agreement shall not be in violation of any agreement or obligation
(whether or not written) that Director may have with or to any Person, including without limitation, any prior or current employer. The
Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation
solely of the Company, and the Director shall have no recourse whatsoever against any shareholder of Company or any of any of its affiliate
or subsidiary companies with respect to any matter arising under this Agreement.
	 	 
	8.	Effect of Waiver. The waiver by either Party of a breach of any provision
of this Agreement shall not operate or be construed as a waiver of any subsequent breach hereof. No waiver shall be valid unless in writing.
	 	 
	9.	Assignment. 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, provided that, notwithstanding the foregoing, the Company may transfer, assign or delegate
to any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company any of Company’s rights, obligations or duties hereunder.
	 	 
	10.	No Third-Party Rights. Except as expressly provided in this Agreement,
this Agreement is intended solely for the benefit of the Parties hereto and is not intended to confer any benefits upon, or create any
rights in favor of, any Person other than the Parties hereto.



 



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	11.	Entire Agreement; Effectiveness of Agreement. This Agreement sets
forth the entire agreement of the Parties hereto and shall supersede any and all prior agreements and understandings concerning the Director’s
employment by the Company. This Agreement may be changed only by a written document signed by the Director and the Company.
	 	 
	12.	Survival. The provisions of Section 5, Section 6, and Section 9 through
Section 22, inclusive, shall survive any termination or expiration of this Agreement, and provided that any expiration or termination
of this Agreement shall not excuse a Party from compliance with, or fulfillment of, any obligations or conditions which arose prior to
such expiration or termination.
	 	 
	13.	Severability. If any one or more of the provisions, or portions of
any provision, of the Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the
remaining provisions or parts hereof shall not in any way be affected or impaired thereby.
	 	 
	14.	Governing Law and Waiver of Jury Trial.



 


		(a)	All questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be determined, and this Agreement shall be governed by and construed and enforced in accordance with the internal
laws of Japan, and for all purposes shall be construed in accordance with the laws of Japan, without giving effect to the choice of law
provisions of Japan.
	 	 	 
		(b)	each Party agrees that all legal proceedings
concerning this Agreement shall be commenced in the COURTS OF JAPAN LOCATED IN TOKYO, JAPAN (the “Selected Courts”). Each
Party hereto hereby irrevocably submits to the exclusive jurisdiction of the Selected Courts for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of
the rights of a Party under this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of such Selected Courts, or such Selected Courts are improper or inconvenient
venue for such proceeding. Each Party hereby irrevocably waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such Party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
other manner permitted by applicable law.



 



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		(c)	TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. 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 14(c).
	 	 	 
		(d)	If any Party shall commence an action or proceeding to enforce any provisions
of this Agreement, then the prevailing Party in such action or proceeding shall be reimbursed by the other Party for its attorney’s
fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.



 


	 15. 	General Remedies. Each Party acknowledges that a breach by it
of its obligations hereunder will cause irreparable harm to the other Party, and thus each Party acknowledges that the remedy at
law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach
by such Party of the provisions of this Agreement, that the other Party shall be entitled, in addition to all other available remedies
at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing
any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss
and without any bond or other security being required.
	 	 
	 16. 	Indemnification. During the Term, the Director shall be entitled
to indemnification and insurance coverage for officers’ liability, fiduciary liability and other liabilities arising out of the
Director’s position with the Company in any capacity, in an amount not less than the highest amount available to any other director,
and such coverage and protections, with respect to the various liabilities as to which the Director has been customarily indemnified prior
to termination of employment, shall continue for at least six years following the end of the Term. Any indemnification agreement entered
into between the Company and the Director shall continue in full force and effect in accordance with its terms following the termination
of this Agreement.
	 	 
	 17. 	Expenses. Other than as specifically set forth herein, each of the
Parties will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with this Agreement
and the transactions contemplated herein.
	 	 
	 18. 	Notices. All notices and other communications hereunder shall be
in writing and shall be given by hand delivery to the other Party, or by registered or certified mail, return receipt requested, postage
prepaid, or by email with return receipt requested and received or nationally recognized overnight courier service, addressed as set forth
below or to such other address as either Party shall have furnished to the other in writing in accordance herewith. All notices, requests,
demands and other communications shall be deemed to have been duly given (i) when delivered by hand, if personally delivered, (ii) when
delivered by courier or overnight mail, if delivered by commercial courier service or overnight mail, and (iii) on receipt of confirmed
delivery, if sent by email.



 






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If to the Company:


 


SYLA Technologies Co., Ltd.


Attn: Hiroyuki Sugimoto


Ebisu Prime Square Tower 7F, 1-1-39


Hiroo, Shibuya-ku, Tokyo, Japan


Email: sugimoto@syla.jp


 


If to Director, to the
address for notices as set forth on the signature page hereof:


 


	 19. 	Headings.
                                            The section headings contained in this Agreement are inserted for convenience only and shall
                                            not affect in any way the meaning or interpretation of this Agreement.
	 	 
	 20. 	Counsel.
                                            The Parties acknowledge and agree that Anthony L.G., PLLC (“Counsel”) has acted
                                            as legal counsel to the Company, and that Counsel has prepared this Agreement at the request
                                            of the Company, and that Counsel is not legal counsel to Director individually. Each of the
                                            Parties acknowledges and agrees that they are aware of, and have consented to, the Counsel
                                            acting as legal counsel to the Company and preparing this Agreement, and that Counsel has
                                            advised each of the Parties to retain separate counsel to review the terms and conditions
                                            of this Agreement and the other documents to be delivered in connection herewith, and each
                                            Party has either waived such right freely or has otherwise sought such additional counsel
                                            as it has deemed necessary. Each of the Parties acknowledges and agrees that Counsel does
                                            not owe any duties to Director in Director’s individual capacity in connection with
                                            this Agreement and the transactions contemplated herein. Each of the Parties hereby waives
                                            any conflict of interest which may apply with respect to Counsel’s actions as set forth
                                            herein, and the Parties confirm that the Parties have previously negotiated the material
                                            terms of the agreements as set forth herein.
	 	 
	 21. 	Rule
                                            of Construction. The general rule of construction for interpreting a contract, which
                                            provides that the provisions of a contract should be construed against the Party preparing
                                            the contract, is waived by the Parties hereto. Each Party acknowledges that such Party was
                                            represented by separate legal counsel in this matter who participated in the preparation
                                            of this Agreement or such Party had the opportunity to retain counsel to participate in the
                                            preparation of this Agreement but elected not to do so.
	 	 
	 22. 	Execution
                                            in Counterparts, Electronic Transmission. This Agreement may be executed in any number
                                            of counterparts, each of which shall be deemed an original. The signature of any Party which
                                            is transmitted by any reliable electronic means such as, but not limited to, a photocopy,
                                            electronically scanned or facsimile machine, for purposes hereof, is to be considered as
                                            an original signature, and the document transmitted is to be considered to have the same
                                            binding effect as an original signature or an original document.



 


[Signatures appear on following page]


 




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IN WITNESS WHEREOF, the Parties
have executed this Agreement as of the Effective Date.


 


	 	SYLA Technologies Co., Ltd.
	 	 	 
	 	By:	/s/ Hiroyuki Sugimoto
	 	Name:	Hiroyuki Sugimoto
	 	Title:	Chief Executive Officer, Co-President
	 	 	 
	 	Ferdinand Groenewald
	 	 
	 	By:	/s/ Ferdinand Groenewald
	 	Name:	Ferdinand Groenewald



 





	 	Address for notices:
	 	 	 
	 	Ferdinand Groenewald
	 	  240 W Galveston St 445 
	 	  League City, Texas 77574 
	 	 
	 	Email:	 ferdig42@gmail.com 







  















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