Exhibit
10.1


 


AMENDMENT
NO. 1 TO CONSULTING AND SERVICES AGREEMENT


 


Dated
as of August 17, 2022


 


This
Amendment No. 1 to Consulting and Services Agreement (this “Amendment”) is made and entered into as of the date first set
forth above (the “Amendment Date”), by and between Syla Technologies Co. Ltd., a Japanese corporation (the “Company”)
and HeartCore Enterprises, Inc., a Delaware corporation (“Consultant”). Each of the Company and Consultant may be referred
to herein individually as a “Party” and collectively as the “Parties.”


 


WHEREAS,
the Parties are parties to that certain Consulting and Services Agreement, dated as of May 13, 2022 (the “Original Agreement”);
and


 


WHEREAS,
the Parties now desire to amend the Original Agreement, and pursuant to the provisions of Section 9(f) of the Original Agreement the
Parties may amend the Original Agreement in writing;


 


NOW,
THEREFORE, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereby agree as follows:


 


Section
1. Definitions. Defined terms used herein without definition shall have the meanings given in the Original Agreement.


 


Section
2. Amendment. Pursuant to the provisions of Section 9(f) of the Original Agreement, the Original Agreement is hereby amended as
follows:


 


	 	(a)	The
    Parties acknowledge and agree that pursuant to the provisions of Section 4(a)(i) of the Original Agreement, the Company agreed to
    pay to the Consultant, among other things, a cash “Services Fee” in the amount of $500,000 in cash, to be paid at certain
    times, including $150,000 on the three month anniversary of the Effective Date, as set forth in Section 4(a)(ii)(2) of the Original
    Agreement (the “Second Payment”).
	 	 	 
	 	(b)	The
    Parties agree that, in lieu of making the Second Payment, the Company shall issue to the Consultant, on the Amendment Date, a warrant
    to acquire 37,500 shares of capital stock of the Company, to be in the form as attached hereby as Exhibit A (the “New Warrant”).
    The New Warrant shall be deemed fully earned and vested as of the Amendment Date and shall be
    non-returnable to the Company for any reason.
	 	 	 
	 	(c)	Upon
    issuance of the New Warrant, the cash “Services Fee” shall be deemed reduced to $350,000, of which $200,000 was paid
    on the Effective Date, and of which the remaining $150,000 shall remain due and payable on the six month anniversary of the Effective
    Date, as set forth in Section 4(a)(ii)(2) of the Original Agreement.


 


Section
3. Remainder in Force. Other than as amended herein, the Original Agreement shall remain in full force and effect. Following the
full execution of this Amendment, any references in the Original Agreement to the “Agreement” shall be deemed a reference
to the Original Agreement as amended by this Amendment and the Original Agreement and this Amendment shall be interpreted and enforced
as one combined agreement.


 




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Section
4. Miscellaneous.



 


	 	(a)	Headings.
    The article and section headings contained in this Amendment are inserted for convenience only and shall not affect in any way the
    meaning or interpretation of the Amendment.
	 	 	 
	 	(b)	Governing
    Law. This Amendment, and all matters based upon, arising out of or relating in any way hereto, as well as the interpretation,
    construction, performance and enforcement of this Amendment, shall be governed by the laws of the United States and the State of
    Delaware, without regard to any jurisdiction’s conflict-of-laws principles.
	 	 	 
	 	(c)	Execution
    in Counterparts, Electronic Transmission. This Amendment may be executed in multiple counterparts, each of which shall be deemed
    an original and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic
    mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other
    transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective
    for all purposes.


 


[Signatures
appear on following page]


 




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IN
WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the Amendment Date.


 


	 	HeartCore
    Enterprises, Inc.
	 	 	 
	 	By:	/s/
    Sumitaka Yamamoto
	 	Name:	Sumitaka
    Yamamoto
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	Syla
    Technologies Co. Ltd.
	 	 	 
	 	By:	/s/
    Hiroyuki Sugimoto
	 	Name:	Hiroyuki
    Sugimoto
	 	Title:	Chief
    Executive Officer


 




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