UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2022 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation • New York
The undersigned, HeartCore Enterprises, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters, if any, named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • October 23rd, 2023 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation • New York
HeartCore Enterprises, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
HEARTCORE ENTERPRISES, INC. COMMON STOCK SALES AGREEMENTSales Agreement • May 31st, 2023 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation • Delaware
HeartCore Enterprises, Inc., a Delaware corporation (the “Company”), proposes to issue and sell through Sutter Securities, Inc. (the “Sales Agent”), as sales agent, common stock of the Company, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to US $5,000,000 pursuant to the terms of this sales agreement (this “Agreement”).
ContractPurchase Warrant Agreement • January 25th, 2022 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation • California
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.
COMMON STOCK PURCHASE WARRANTSecurity Agreement • May 11th, 2022 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Heartcore Enterprises, Inc., a Delaware 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 IPO Date (as defined below) and on or prior to the close of business on the tenth anniversary of the IPO Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from the A.L.I. Technologies Inc., 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.
HeartCore Enterprises, Inc. Executive Employment Agreement (Executive Name: Sumitaka Yamamoto) Dated as of February 9, 2022Executive Employment Agreement • February 14th, 2022 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation • Delaware
This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between HeartCore Enterprises, Inc., a Delaware corporation (the “Company”) and Sumitaka Yamamoto (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.
COMMON STOCK PURCHASE WARRANT Jyo Co., Ltd.Security Agreement • February 29th, 2024 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, HeartCore Enterprises, Inc., a Delaware 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 Jyo 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”) as set forth above. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.
HeartCore Enterprises, Inc. Indemnification Agreement [Koji Sato] Dated as of September 29, 2023Indemnification Agreement • October 5th, 2023 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between HeartCore Enterprises, Inc., a Delaware corporation (the “Company”) and Koji Sato (the “Indemnitee”). The Company and Indemnitee may collective be referred to as the “Parties” and each individually as a “Party”.
CONSULTING AND SERVICES AGREEMENT Dated as of November 18, 2022Consulting and Services Agreement • November 23rd, 2022 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation • Delaware
This Consulting and Services Agreement (“Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”), by and between SBC Medical Group, Inc., 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.”
CONSULTING AND SERVICES AGREEMENT Dated as of April 4, 2023Consulting and Services Agreement • April 12th, 2023 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation • Delaware
This Consulting and Services Agreement (“Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”), by and between rYojbaba Inc., 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.”
9TH STOCK ACQUISITION RIGHTS ALLOTMENT AGREEMENTStock Acquisition Rights Allotment Agreement • November 23rd, 2022 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation
Heartcore Enterprises Inc. (the “Holder”) and SYLA Technologies Co., Ltd. (the “Issuer”) enter into this STOCK ACQUISITION RIGHTS ALLOTMENT AGREEMENT (this “Agreement”) as of November 9, 2022 (the “Signing Date”) concerning allotment of stock acquisition rights by the Issuer to the Holder as follows:
CONSULTING AND SERVICES AGREEMENT Dated as of January 11, 2023Consulting and Services Agreement • January 17th, 2023 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation • Delaware
This Consulting and Services Agreement (“Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”), by and between kk.BloomZ, 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.”
HeartCore Enterprises, Inc. Indemnification Agreement Dated as of [____________], 2021Indemnification Agreement • November 12th, 2021 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between HeartCore Enterprises, Inc., a Delaware corporation (the “Company”) and [____________] (the “Indemnitee”). The Company and Indemnitee may collective be referred to as the “Parties” and each individually as a “Party”.
SERVICE AGREEMENT Dated as of February 23, 2024Service Agreement • February 29th, 2024 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation
This Service Agreement (“Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”), by and between Jyo Co., Ltd., a Japanese Corporation (the “Company”) and HeartCore Enterprises, Inc., a Delaware corporation (“PMO”). Each of the Company and PMO may be referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 2 TO CONSULTING AND SERVICES AGREEMENT Dated as of November 15, 2022Consulting and Services Agreement • November 23rd, 2022 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation • Delaware
This Amendment No. 2 to Consulting and Services Agreement (this “Amendment No. 2”) 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.”
HeartCore Enterprises, Inc. Director AgreementDirector Agreement • April 9th, 2024 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation • Delaware
This 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 HeartCore Enterprises, Inc., a Delaware corporation (“Company”), and Ms. Heather Marie Neville (“Director”). The Company and Director may be referred to herein individually as a “Party” or collectively as the “Parties”.
AMENDMENT NO. 1 TO CONSULTING AND SERVICES AGREEMENT Dated as of August 17, 2022Consulting and Services Agreement • August 18th, 2022 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation • Delaware
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.”
Note Purchase Agreement By and Among HeartCore Enterprises, Inc. And ZEROSPONote Purchase Agreement • May 8th, 2023 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation • Delaware
This Note Purchase Agreement (this “Agreement”) is entered into as of the date set forth above (the “Closing Date”), by and among ZEROSPO, an exempted company incorporated in the Cayman Islands (the “Company”) and HeartCore Enterprises, Inc., a Delaware corporation (“Buyer”). The Company and the Buyer may be collectively referred to herein as the “Parties” and each individually as a “Party”.
COMMON STOCK PURCHASE WARRANT SBC Medical Group, Inc.Security Agreement • November 23rd, 2022 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, HeartCore Enterprises, Inc., a Delaware 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 SBC Medical Group, Inc., 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”) as set forth above. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.
Amendment No. 2 to Share Exchange and Purchase Agreement Dated as of February 1, 2023Share Exchange and Purchase Agreement • February 6th, 2023 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation
This Amendment No. 1 to Share Exchange and Purchase Agreement, (this “Amendment”) is entered into as of the date first set forth above (the “Amendment Date”), by and among (i) HeartCore Enterprises, Inc., a Delaware corporation (“HeartCore”); (ii) Sigmaways, Inc., a California corporation (“Sigmaways”) and (iii) Prakash Sadasivam (“Seller”). Each of HeartCore, Sigmaways and the Seller may be referred to herein collectively as the “Parties” and separately as a “Party.”
Stock Purchase Agreement by and among Heartcore Enterprises, Inc. And Dentsu Digital Investment Limited PartnershipStock Purchase Agreement • November 12th, 2021 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation
This Stock Purchase Agreement (the “Agreement”) is entered into as of the date first set forth above (the “Effective Date”), by and between (i) Heartcore Enterprises, Inc., a Delaware corporation (“Buyer”); and (ii) Dentsu Digital Investment Limited Partnership (“Seller”). Each of Buyer and Seller may be referred to herein collectively as the “Parties” and separately as a “Party.”
Amendment No. 1 to Share Exchange and Purchase Agreement Dated as of December 23, 2022Share Exchange and Purchase Agreement • March 13th, 2023 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation
This Amendment No. 1 to Share Exchange and Purchase Agreement, (this “Amendment”) is entered into as of the date first set forth above (the “Amendment Date”), by and among (i) HeartCore Enterprises, Inc., a Delaware corporation (“HeartCore”); (ii) Sigmaways, Inc., a California corporation (“Sigmaways”) and (iii) Prakash Sadasivam (“Seller”). Each of HeartCore, Sigmaways and the Seller may be referred to herein collectively as the “Parties” and separately as a “Party.”
Warrant Exchange and Termination Agreement Dated as of March 22, 2023Warrant Exchange and Termination Agreement • March 28th, 2023 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation
This Warrant Exchange and Termination Agreement (this “Exchange Agreement”) is entered into as of the date set forth above (the “Closing Date”) by and between Prakash Sadasivam (the “Holder”) and HeartCore Enterprises, Inc., a Delaware corporation (the “Company”). The Holder and the Company may be referred to herein individually as a “Party” and collectively as the “Parties”.
Amendment No. 1 to Executive Employment AgreementExecutive Employment Agreement • April 9th, 2024 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation
This Amendment No. 1 to Executive Employment Agreement (this “Amendment”) is made and entered into as of this 10th day of January, 2023 (the “Amendment Date”), by and between HeartCore Enterprises, Inc., a Delaware corporation (the “Company”) and Qizhi Gao (the “Executive”). The Company and Executive may be referred to herein individually as a “Party” and collectively as the “Parties”.
Amendment No. 1 to Executive Employment AgreementExecutive Employment Agreement • April 9th, 2024 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation
This Amendment No. 1 to Executive Employment Agreement (this “Amendment”) is made and entered into as of this 10th day of January, 2023 (the “Amendment Date”), by and between HeartCore Enterprises, Inc., a Delaware corporation (the “Company”) and Hidekazu Miyata (the “Executive”). The Company and Executive may be referred to herein individually as a “Party” and collectively as the “Parties”.
HeartCore Enterprises, Inc. Employment Agreement Dated as of February 1, 2023Employment Agreement • February 6th, 2023 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation • Delaware
This Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between HeartCore Enterprises, Inc., a Delaware corporation (the “Company”) and Prakash Sadasivam (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.
HeartCore Enterprises, Inc. Independent Director Agreement (Director Name: ________________) Dated as of [_________], 2021Independent Director Agreement • November 12th, 2021 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation • Delaware
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 HeartCore Enterprises, Inc., a Delaware Corporation (“Company”), and [_____________], an individual resident of [____________] (“Director”). The Company and Director may be referred to herein individually as a “Party” or collectively as the “Parties”.
Addendum to Share Exchange and Purchase Agreement Dated as of February 8, 2023Share Exchange and Purchase Agreement • February 10th, 2023 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation
This Addendum to Share Exchange and Purchase Agreement, (this “Addendum”) is entered into as of the date first set forth above (the “Addendum Date”), by and among (i) HeartCore Enterprises, Inc., a Delaware corporation (“HeartCore”); (ii) Sigmaways, Inc., a California corporation (“Sigmaways”) and (iii) Prakash Sadasivam (“Seller”). Each of HeartCore, Sigmaways and the Seller may be referred to herein collectively as the “Parties” and separately as a “Party.”
Amendment No. 1 to Executive Employment AgreementExecutive Employment Agreement • April 9th, 2024 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation
This Amendment No. 1 to Executive Employment Agreement (this “Amendment”) is made and entered into as of this 10th day of January, 2023 (the “Amendment Date”), by and between HeartCore Enterprises, Inc., a Delaware corporation (the “Company”) and Kimio Hosaka (the “Executive”). The Company and Executive may be referred to herein individually as a “Party” and collectively as the “Parties”.
Amendment No. 1 to Executive Employment AgreementExecutive Employment Agreement • November 4th, 2022 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation • Delaware
This Amendment No. 1 to Executive Employment Agreement (this “Amendment”) is made and entered into as of this 28th day of October, 2022 (the “Amendment Date”), by and between HeartCore Enterprises, Inc., a Delaware corporation (the “Company”) and Sumitaka Yamamoto (the “Executive”). The Company and Executive may be referred to herein individually as a “Party” and collectively as the “Parties”.
Share Exchange Agreement by and among HeartCore Enterprises, Inc.; All of the Shareholders of Heartcore Inc.; And Sumitaka Yamamoto as the Shareholders’ Representative.Share Exchange Agreement • November 12th, 2021 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation • Delaware
This Share Exchange Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Closing Date”) by and between (i) HeartCore Enterprises, Inc., a Delaware corporation (the “Company”); (ii) the shareholders of HeartCore Inc., a Japanese corporation (“HeartCore”) as set forth on the signature pages hereto (the “HeartCore Shareholders”) and (ii) Sumitaka Yamamoto as the representative of the HeartCore Shareholders (the “Shareholders’ Representative”). Each of the Company, each HeartCore Shareholder and the Shareholders’ Representative may be referred to herein collectively as the “Parties” and separately as a “Party.”
Memorandum regarding Share Exchange Agreement Dated as of July 15, 2021Share Exchange Agreement • November 12th, 2021 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation
THIS MEMORANDUM regarding Share Exchange Agreement (this “MEMORANDUM”) is agreed by and among Information Services International-Dentsu Ltd. (the “Investor”), Heartcore Co., Ltd. (the “Company”), Mr. Sumitaka Yamamoto (the “Management Controller”) and Heartcore Enterprises Inc., a company established under the Delaware laws (“HUS”) with respect to the Share Exchange Agreement (the “Agreement”) to be executed by HUS, the Company and certain shareholders of the Company. Unless otherwise specified herein any terminologies and procedures under the Japanese laws shall be interpreted, where context requires, to mean the corresponding terminologies and procedures under the Delaware laws.
COMMON STOCK PURCHASE WARRANT Syla Technologies Co. Ltd.Security Agreement • August 18th, 2022 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Heartcore Enterprises, Inc., a Delaware 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 IPO Date (as defined below) and on or prior to the close of business on the tenth anniversary of the IPO Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Syla Technologies 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.
COMMON STOCK PURCHASE WARRANTSecurity Agreement • January 17th, 2023 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, HeartCore Enterprises, Inc., a Delaware 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 kk.BloomZ, 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”) as set forth above. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.
Loan and Note Purchase Agreement By and Among HeartCore Enterprises, Inc. And Sigmaways, Inc.Loan and Note Purchase Agreement • September 11th, 2023 • HeartCore Enterprises, Inc. • Services-computer processing & data preparation • Delaware
This Loan and Note Purchase Agreement (this “Agreement”) is entered into as of the date set forth above (the “Closing Date”), by and among HeartCore Enterprises, Inc., a Delaware corporation (“HeartCore”); and (ii) Sigmaways, Inc., a California corporation (“Sigmaways”). Each of Sigmaways and HeartCore may be referred to herein individually as a “Party” and collectively as the “Parties”. This Agreement is joined by Prakash Sadasivam (“Mr. Sadasivam”) for the limited purposes herein.
