Exhibit
4.3


 


THE
REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT
EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR
HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 202[●] (THE “EFFECTIVE
DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, LLC OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS
PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER
OF BOUSTEAD SECURITIES, LLC.


 


THIS
PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 2022 (THE DATE OF ISSUANCE). VOID AFTER 5:00 P.M., EASTERN TIME, [●], 202_
(THE DATE THAT IS FIVE YEARS FROM THE COMMENCEMENT OF SALES OF SHARES IN THE OFFERING).


 


WARRANT
TO PURCHASE AMERICAN DEPOSITARY SHARES


 


For
the Purchase of


[●]
Shares of American Depositary Shares


Representing
[●] Common Shares


 


of


SYLA
Technologies Co., Ltd.


 


1.
Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Boustead Securities, LLC (“Holder”),
as registered owner of this Purchase Warrant, to SYLA Technologies Co., Ltd., a joint stock corporation with limited liability organized
under the laws of Japan (the “Company”), Holder is entitled, at any time or from time to time beginning [●],
202_ (the “Issue Date”), and at or before 5:00 p.m., Eastern time, [●], 202_1 (the “Expiration
Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●] American Depositary
Shares (the “Shares”), each Share representing [●] common share[s] of the Company, subject to adjustment as
provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this
Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the
period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase
Warrant is initially exercisable at $[●] per Share2; provided, however, that upon the occurrence
of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share
and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price”
shall mean the initial exercise price or the adjusted exercise price, depending on the context.


 


2.
Exercise.


 


2.1
Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed
and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased payable
in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check or official bank
check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date,
this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire.
Each exercise hereof shall be irrevocable.


 





 






1
[To be five years from the Effective Date.]


2
[To be 125% of the public offering price per Share]


 




    	 



    	 



    

 


2.2
Cashless Exercise. In lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the Company
pursuant to Section 2.1 above, Holder may elect to receive the number of Shares equal to the value of this Purchase Warrant (or the portion
thereof being exercised), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which
event the Company will issue to Holder Shares in accordance with the following formula:


 


	X	=	Y(A-B)
	 	 	     A



 


	Where,	 	 	 
	 	X	=	The
    number of Shares to be issued to Holder;
	 	Y	=	The
    number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The
    fair market value of one Share; and
	 	B	=	The
    Exercise Price.


 


For
purposes of this Section 2.2, the fair market value means, for any date, the price determined by the first of the following clauses that
applies: (a) if the Shares are then listed or quoted on an Eligible Market, the value shall be deemed to be the highest intra-day or
closing price on any trading day on such Eligible Market on which the Shares are then listed or quoted as reported by Bloomberg L.P.
(based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)) during the five trading days preceding
the exercise, (b) if OTCQB or OTCQX is not an Eligible Market, the value shall be deemed to be the highest intra-day or closing price
on any trading day on the OTCQB or OTCQX on which the Shares are then quoted as reported by Bloomberg L.P. (based on a Trading Day from
9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)) during the five trading days preceding the exercise, as applicable,
(c) if the Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Shares are then reported in the “Pink
Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices),
the “OTC Markets Group”, the value shall be deemed to be the highest intra-day or closing price on any trading day on the
Pink Sheets on which the Shares are then quoted as reported by OTC Markets Group (based on a Trading Day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time)) during the five trading days preceding the exercise, or (d) in all other cases, the fair market
value of a Share as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company.


 


2.3
Legend. Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities
have been registered under the Securities Act of 1933, as amended (the “Act”):


 


“The
securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”),
or applicable state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise transferred except
pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable
state law which, in the opinion of counsel to the Company, is available.”


 




    	 



    	 



    

 


2.4
Resale of Shares. Holder and the Company acknowledge that as of the date hereof the Staff of the Division of Corporation Finance
of the SEC has published Compliance & Disclosure Interpretation 528.04 in the Securities Act Rules section thereof, stating that
the holder of securities issued in connection with a public offering may not rely upon Rule 144 promulgated under the Act to establish
an exemption from registration requirements under Section 4(a)(1) under the Act, but may nonetheless apply Rule 144 constructively for
the resale of such shares in the following manner: (a) provided that six months has elapsed since the last sale under the registration
statement, an underwriter or finder may resell the securities in accordance with the provisions of Rule 144(c), (e), and (f), except
for the notice requirement; (b) a purchaser of the shares from an underwriter receives restricted securities unless the sale is made
with an appropriate, current prospectus, or unless the sale is made pursuant to the conditions contained in (a) above; (c) a purchaser
of the shares from an underwriter who receives restricted securities may include the underwriter’s holding period, provided that
the underwriter or finder is not an affiliate of the issuer; and (d) if an underwriter transfers the shares to its employees, the employees
may tack the firm’s holding period for purposes of Rule 144(d), but they must aggregate sales of the distributed shares with those
of other employees, as well as those of the underwriter or finder, for a six-month period from the date of the transfer to the employees.
Holder and the Company also acknowledge that the Staff of the Division of Corporation Finance of the SEC has advised in various no-action
letters that the holding period associated with securities issued without registration to a service provider commences upon the completion
of the services, which the Company agrees and acknowledges shall be the final closing of the Offering, and that Rule 144(d)(3)(ii) provides
that securities acquired from the issuer solely in exchange for other securities of the same issuer shall be deemed to have been acquired
at the same time as the securities surrendered for conversion (which the Company agrees is the date of the initial issuance of this Purchase
Warrant). In the event that following a reasonably-timed written request by Holder to transfer the Shares in accordance with Compliance
& Disclosure Interpretation 528.04 counsel for the Company in good faith concludes that Compliance & Disclosure Interpretation
528.04 no longer may be relied upon as a result of changes in applicable laws, regulations, or interpretations of the SEC Division of
Corporation Finance, or as a result of judicial interpretations not known by the Company or its counsel on the date hereof, then the
Company shall promptly, and in any event within five (5) business days following the request, provide written notice to Holder of such
determination. As a condition to giving such notice, the parties shall negotiate in good faith a single demand registration right pursuant
to an agreement in customary form reasonably acceptable to the parties; provided that notwithstanding anything to the contrary, the obligations
of the Company pursuant to this Section 2 shall terminate on the fifth anniversary of the Effective Date. In the absence of such conclusion
by counsel for the Company, the Company shall, upon such a request of Holder given no earlier than six months after the final closing
of the Offering, instruct its transfer agent to permit the transfer of such shares in accordance with Compliance & Disclosure Interpretation
528.04, provided that Holder has provided such documentation as shall be reasonably be requested by the Company to establish compliance
with the conditions of Compliance & Disclosure Interpretation 528.04. Notwithstanding anything to the contrary, pursuant to FINRA
Rule 5110(g)(8)(B)-(D), the Holder shall not be entitled to more than one demand registration right hereunder and the duration of the
registration rights hereunder shall not exceed five years from the Effective Date.


 


3.
Transfer.


 


3.1
General Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder
will not for a period of one hundred eighty (180) days following the Effective Date: (a) sell, transfer, assign, pledge or hypothecate
this Purchase Warrant to anyone other than: (i) Boustead Securities LLC (“Boustead”) or an underwriter, placement
agent, or a selected dealer participating in the Offering, or (ii) a bona fide officer or partner of Boustead or of any such underwriter,
placement agent or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), or (b) cause this Purchase Warrant
or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result
in the effective economic disposition of this Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(e)(2).
After 180 days after the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities
laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed
and completed, together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company
shall within five (5) Business Days transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase
Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number
of Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.


 


3.2
Restrictions Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until:
(i) if required by applicable law, the Company has received the opinion of counsel for the Company that the securities may be transferred
pursuant to an exemption from registration under the Act and applicable state securities laws, or (ii) a registration statement or a
post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company
and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable
state securities law has been established.


 




    	 



    	 



    

 


4.
Piggyback Registration Rights.


 


4.1
Grant of Right. Whenever the Company proposes to register any securities under the Act (other than (i) a registration effected
solely to implement an employee benefit plan or a transaction to which Rule 145 of the Act is applicable, or (ii) a registration statement
on Form S-4, S-8 or any successor form thereto or another form not available for registering the Shares issuable upon exercise of this
Purchase Warrant for sale to the public, whether for its own account or for the account of one or more stockholders of the Company (a
“Piggyback Registration”), the Company shall give prompt written notice (in any event no later than ten (10) Business Days
prior to the filing of such registration statement) to the Holder of the Company’s intention to effect such a registration and,
subject to the remaining provisions of this Section 4.1, shall include in such registration such number of Shares underlying this Purchase
Warrant (the “Registrable Securities”) that the Holders have (within ten (10) Business Days of the respective Holder’s
receipt of such notice) requested in writing (including such number) to be included within such registration. If a Piggyback Registration
is an underwritten offering and the managing underwriter advises the Company that it has determined in good faith that marketing factors
require a limit on the number of securities to be included in such registration, including all Shares issuable upon exercise of this
Purchase Warrant (if the Holder has elected to include such Shares in such Piggyback Registration) and all other Shares proposed to be
included in such underwritten offering, the Company shall include in such registration (i) first, the number of securities that the Company
proposes to sell and (ii) second, the number of securities, if any, requested to be included therein by selling stockholders (including
the Holder) allocated pro rata among all such persons on the basis of the number of securities then owned by each such person. If any
Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment
banking firm or firms to act as the managing underwriter or underwriters in connection with such offering. Notwithstanding anything to
the contrary, the obligations of the Company pursuant to this Section 4.1 shall terminate on the earlier of (i) the fifth anniversary
of the Effective Date and (ii) the date that Rule 144 would allow the Holder to sell its Registrable Securities during any ninety (90)
day period.


 


4.2
Indemnification. The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration
statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20 (a)
of the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability
(including all reasonable attorneys’ fees and other out-of-pocket expenses reasonably incurred in investigating, preparing or defending
against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such
registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed
to indemnify Boustead contained in the Underwriting Agreement between Boustead and the Company, dated as of [●], 202_. The Holder(s)
of the Registrable Securities to be sold pursuant to such registration statement, and their successors and assigns, shall severally,
and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including all reasonable attorneys’
fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may
become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their
successors or assigns, in writing, for specific inclusion in such registration statement to the same extent and with the same effect
as the provisions contained in the Underwriting Agreement pursuant to which Boustead has agreed to indemnify the Company.


 


4.3
Exercise of Purchase Warrants. Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise
their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.


 


4.4
Documents Delivered to Holders. The Company shall deliver promptly to each Holder participating in the offering requesting the
correspondence and memoranda described below, copies of all correspondence between the Commission and the Company, its counsel or auditors
and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each
Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted
from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of FINRA. Such investigation
shall include access to books, records and properties and opportunities to discuss the business of the Company with its officers and
independent auditors, all to such reasonable extent and at such reasonable times, during normal business hours, as any such Holder shall
reasonably request.


 




    	 



    	 



    

 


4.5
Underwriting Agreement. The Holders shall be parties to any underwriting agreement relating to a Piggyback Registration. Such
Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except
as they may relate to such Holders, their Shares and the amount and nature of their ownership thereof and their intended methods of distribution.


 


4.6
Documents to be Delivered by Holder(s). Each of the Holder(s) participating in any of the foregoing offerings shall furnish to
the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security
holders.


 


4.7
Damages. Should the Company fail to comply with such provisions, the Holder(s) shall, in addition to any other legal or other
relief available to the Holder(s), be entitled to obtain specific performance or other equitable (including injunctive) relief against
the threatened breach of such provisions or the continuation of any such breach, without the necessity of proving actual damages and
without the necessity of posting bond or other security.


 


5.
New Purchase Warrants to be Issued.


 


5.1
Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned
in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised
pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor
to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder
as to which this Purchase Warrant has not been exercised or assigned.


 


5.2
Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, determined in the sole discretion of the
Company, the Company shall execute and deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed
and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the
part of the Company.


 


6.
Adjustments.


 


6.1
Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant
shall be subject to adjustment from time to time as hereinafter set forth:


 


6.1.1
Share Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day
thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the
Exercise Price shall be proportionately decreased.


 


6.1.2
Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date
thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the
Exercise Price shall be proportionately increased.


 




    	 



    	 



    

 


6.1.3
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares
other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in the case of any
share reconstruction or amalgamation or consolidation or merger of the Company with or into another corporation (other than a consolidation
or share reconstruction or amalgamation or merger in which the Company is the continuing corporation and that does not result in any
reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity
of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the
Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant)
to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind
and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the
number of Shares of the Company obtainable upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification
also results in a change in Shares covered by Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1,
6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations,
share reconstructions or amalgamations, or consolidations, sales or other transfers.


 


6.1.4
Changes in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this
Section 6.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated
in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants
reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Issue Date or
the computation thereof.


 


6.2
Substitute Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation or merger
of the Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation or merger which
does not result in any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction
or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant
then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive,
upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such
consolidation or share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which such Purchase Warrant
might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation or merger, sale or transfer.
Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section
6. The above provision of this Section shall similarly apply to successive consolidations or share reconstructions or amalgamations or
mergers.


 


6.3
Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares
upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it
being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may
be, to the nearest whole number of Shares or other securities, properties or rights.


 


7.
Reservation. The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of
issuance upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable
upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise
Price therefor, in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly
issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder.


 


8.
Certain Notice Requirements.


 


8.1
Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or
consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as
a shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the
events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall deliver to each Holder a copy of
each notice relating to such events given to the other shareholders of the Company at the same time and in the same manner that such
notice is given to the shareholders.


 




    	 



    	 



    

 


8.2
Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the
following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a
dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings,
as indicated by the accounting treatment of such dividend or distribution on the books of the Company, or (ii) the Company shall offer
to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable
for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor.


 


8.3
Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant
to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall
describe the event causing the change and the method of calculating same.


 


8.4
Transmittal of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing
and shall be deemed to have been duly made when hand delivered, or mailed by express mail or private courier service: (i) if to the registered
Holder of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to following
address or to such other address as the Company may designate by notice to the Holders:


 


If
to the Holder:


 


Boustead
Securities, LLC


6
Venture, Suite 395


Irvine,
CA 92618


Attention:
Keith Moore, Chief Executive Officer


Fax
No: (815) 301-8099


 


with
a copy (which shall not constitute notice) to:


 


Bevilacqua
PLLC


1050
Connecticut Avenue NW, Suite 500


Washington,
DC 20036


Attn:
Louis Bevilacqua, Esq.


Fax
No.: (202) 869-0889


 


If
to the Company:


 


SYLA
Technologies Co., Ltd.


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


Hiroo,
Shibuya-ku, Tokyo, Japan


Attention:
Hiroyuki Sugimoto, Chief Executive Officer


Fax
No: [*]


 


with
a copy (which shall not constitute notice) to:


 


Anthony
L.G., PLLC


625
N. Flagler Drive, Suite 600


West
Palm Beach, Florida 33401


Attention:
Laura Anthony, Esq.


Attention:
Craig D. Linder, Esq.


Fax
No: [*]


 









    	 



    	 



    

 


9.
Miscellaneous.


 


9.1
Amendments. The Company and Boustead may from time to time supplement or amend this Purchase Warrant without the approval of any
of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent
with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company
and Boustead may deem necessary or desirable and that the Company and Boustead deem shall not adversely affect the interest of the Holders.
All other modifications or amendments shall require the written consent of and be signed by (i) the Company and (ii) the Holder(s) of
Purchase Warrants then-exercisable for at least a majority of the Shares then-exercisable pursuant to all then-outstanding Purchase Warrants.


 


9.2
Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or
affect the meaning or interpretation of any of the terms or provisions of this Purchase Warrant.


 


9.3.
Entire Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection
with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior or other agreements and understandings of the parties, oral and written, with respect to the subject matter hereof,
including but not limited to, any acquisition rights agreement that may be entered into between the Company and the Holder relating to
the securities being issued hereunder. 


 


9.4
Binding Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company
and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed
to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions
herein contained.


 


9.5
Governing Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced
in accordance with the laws of the State of California, without giving effect to conflict of laws principles thereof. The Company hereby
agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought
and enforced in the courts located in Los Angeles, California, or in the United States District Court located in Los Angeles, California,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may
be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it
at the address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company
in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled
to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or
incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf
of its stockholders and affiliates) and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.


 


9.6
Waiver, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall
not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any
provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No
waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set
forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver
of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach,
non-compliance or non-fulfillment.


 


9.7
Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that,
at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and Boustead enter into an agreement (“Exchange
Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or
a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


[Signature
Page Follows]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the [●] day of
[●], 202_.


 


	SYLA
    Technologies Co., Ltd.	 
	 	 	 
	By:	          	 
	Name:	 	 
	Title:	 	 


 




    	 



    	 



    

 


[Form
to be used to exercise Purchase Warrant]


 


Date:
__________, 20___


 


The
undersigned hereby elects irrevocably to exercise the Purchase Warrant for ______ American Depositary Shares (the “Shares”),
each share representing [●] common share[s] of the Company, and hereby makes payment of $____ (at the rate of $____ per Share)
in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase Warrant is exercised in accordance
with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase
Warrant has not been exercised.


 


or


 


The
undersigned hereby elects irrevocably to convert its right to purchase ___ Shares of the Company under the Purchase Warrant for ______
Shares, as determined in accordance with the following formula:


 


	 	X	=	Y(A-B)	 
	 	 	 	A	 


 


	Where,	 	 	 
	 	X	=	The
    number of Shares to be issued to Holder;
	 	Y	=	The
    number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The
    fair market value of one Share which is equal to $_____; and
	 	B	=	The
    Exercise Price which is equal to $______ per share


 


The
undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement
with respect to the calculation shall be resolved by the Company in its sole discretion.


 


Please
issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a
new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.


 


Signature
_____________________________________________


 


Signature
Guaranteed ____________________________________


 


INSTRUCTIONS
FOR REGISTRATION OF SECURITIES


 


	Name:	 	 
	 	(Print
    in Block Letters)	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 


 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership
on a registered national securities exchange.


 




    	 



    	 



    

 


[Form
to be used to assign Purchase Warrant]


 


ASSIGNMENT


 


(To
be executed by the registered Holder to effect a transfer of the within Purchase Warrant):


 


FOR
VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto the right to purchase Shares of SYLA Technologies Co.,
Ltd., a joint stock corporation with limited liability organized under the laws of Japan (the “Company”), evidenced
by the Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the Company.


 


Dated:
__________, 20__


 


Signature
____________________________________________


 


Signature
Guaranteed ___________________________________


 


NOTICE:
The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or
enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm
having membership on a registered national securities exchange.