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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): September 29, 2023
HEARTCORE
ENTERPRISES, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-41272 |
|
87-0913420 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
1-2-33,
Higashigotanda, Shinagawa-ku, Tokyo, Japan
(Address
of principal executive offices)
+81-3-6409-6966
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under
any of the following provisions.
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock |
|
HTCR |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
As
previously disclosed, on September 29, 2023, Koji Sato was elected by the stockholders of HeartCore Enterprises, Inc. (the “Company”)
as a member of the Company’s Board of Directors (the “Board”). Also on September 29, 2023, the Company entered into
an Indemnification Agreement (the “Indemnification Agreement”) with Mr. Sato. The Indemnification Agreement provides, among
other things, for indemnification to the fullest extent permitted by law and our certificate of incorporation and bylaws against any
and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The Indemnification Agreement provides for
the advancement or payment of all expenses to Mr. Sato and for reimbursement to us if it is found that Mr. Sato is not entitled to such
indemnification under applicable law and our certificate of incorporation and bylaws.
The
foregoing description of the Indemnification Agreement is qualified in its entirety by reference to the Indemnification Agreement, a
copy of which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Also
on September 29, 2023, the Company entered into an Independent Director Agreement (the “Director Agreement”) with Mr. Sato.
The Director Agreement provides that Mr. Sato will be compensated as follows:
| ● | $50,000
annually for Mr. Sato’s service as a director of the Company, to be paid $12,500 each
calendar quarter, payable within five business days of the end of each calendar quarter,
and with such amount for any partial calendar quarter being appropriately prorated; |
| ● | For
as long as Mr. Sato serves as a member of the Audit Committee, $4,000 annually for such service,
and an additional sum of $3,000 annually if he serves Chairman of the Audit Committee, with
each of these payments to be paid quarterly in equal portions, within five business days
of the end of each calendar quarter, and with any amount for any partial calendar quarter
being appropriately prorated; |
| ● | For
as long as Mr. Sato serves as a member of the Compensation Committee, $4,000 annually for
such service, to be paid quarterly in equal portions, within five business days of the end
of each calendar quarter, and with any amount for any partial calendar quarter being appropriately
prorated; and |
| ● | For
as long as Mr. Sato serves as a member of the Nominating Committee, $3,000 annually for such
service, to be paid quarterly in equal portions, within five business days of the end of
each calendar quarter, and with any amount for any partial calendar quarter being appropriately
prorated. |
During
the term of the Director Agreement, the Company will reimburse Mr. Sato for all reasonable out-of-pocket expenses incurred in attending
any in-person meetings, provided that Mr. Sato 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 applicable director in excess of $500) must be approved in advance by the Company.
The
Director Agreement contains customary confidentiality provisions, and customary provisions related to Company ownership of intellectual
property conceived or made by Mr. Sato in connection with the performance of his duties under the Director Agreement (i.e., a “work-made-for-hire”
provision).
The
Director Agreement also provides that, during the term (which continues as long as Mr. Sato is serving as a director of the Company),
Mr. Sato is entitled to indemnification and insurance coverage for officers’ liability, fiduciary liability and other liabilities
arising out of his 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 Mr. Sato 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 Mr. Sato will continue in full force and effect in accordance with its terms following the termination of
the Director Agreement.
The
Director Agreement contains customary representations and warranties by Mr. Sato, relating to the Director Agreement, and contains other
customary miscellaneous provisions relating to waivers, assignments, third party rights, survival of provisions following termination,
severability, notices, waiver of jury trials and other provisions.
The
foregoing description of the Director Agreement is qualified in its entirety by reference to the Director Agreement, a copy of which
is filed as Exhibit 10.2 hereto and which is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
HEARTCORE
ENTERPRISES, INC. |
|
|
Dated:
October 5, 2023 |
By: |
/s/
Sumitaka Yamamoto |
|
Name: |
Sumitaka
Yamamoto |
|
Title: |
Chief
Executive Officer |
Exhibit
10.1
HeartCore
Enterprises, Inc.
Indemnification
Agreement
[Koji
Sato]
Dated
as of September 29, 2023
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”.
WHEREAS,
Indemnitee’s service to the Company substantially benefits the Company;
WHEREAS,
Individuals are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided with
adequate protection through insurance or indemnification against the risks of claims and actions against them arising out of such service;
WHEREAS,
Indemnitee does not regard the protection currently provided by applicable law, the Company’s governing documents and any insurance
as adequate under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without additional protection;
WHEREAS,
in order to induce Indemnitee to continue to provide services to the Company, it is reasonable, prudent and necessary for the Company
to contractually obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee as permitted by applicable law; and
WHEREAS,
this Agreement is a supplement to and in furtherance of the indemnification provided in the Company’s Certificate of Incorporation
and Bylaws, and any resolutions adopted pursuant thereto, and this Agreement shall not be deemed a substitute therefor, nor shall this
Agreement be deemed to limit, diminish or abrogate any rights of Indemnitee thereunder;
NOW,
THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Indemnitee hereby agree as follows:
1. Definitions.
(a) A
“Change in Control” shall be deemed to occur upon the earliest to occur after the Effective Date of any of the following
events:
(i) Acquisition
of Stock by Third Party. Any Person (as defined below) becomes the Beneficial Owner (as defined below), directly or indirectly, of
securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding
securities; provided, that any acquisition that occurs as a result of any transaction that has been approved by a majority of the Company’s
board of directors shall be excluded from the definition of Change in Control;
(ii) Change
in Board Composition. During any period of two consecutive years (not including any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute the Company’s board of directors, and any new directors (other than
a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in Section 1(a)(i),
Section 1(a)(iii) or Section 1(a)(iv)) whose election by the board of directors or nomination for election by the Company’s stockholders
was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority
of the members of the Company’s board of directors; provided, that changes in the composition of the Company’s board of directors
as a result of any transaction that has been approved by a majority of the Company’s board of directors shall be excluded from
the definition of Change in Control;
(iii) Corporate
Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation
which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the
combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and
with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;
(iv) Liquidation.
The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company’s assets; or
(v) Other
Events. Any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended,
whether or not the Company is then subject to such reporting requirement.
(b) “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended; provided, however,
that “Person” shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit
plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company.
(c) “Beneficial
Owner” shall have the meaning given to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended; provided,
however, that “Beneficial Owner” shall exclude any Person otherwise becoming a Beneficial Owner by reason of (i) the stockholders
of the Company approving a merger of the Company with another entity or (ii) the Company’s board of directors approving a sale
of securities by the Company to such Person.
(d) “Corporate
Status” describes the status of a Person who is or was a director, trustee, general partner, managing member, officer, employee,
agent or fiduciary of the Company or any other Enterprise.
(e) “Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee and who meets the requirements of a “disinterested director” as set forth in the DGCL.
(f) “Enterprise”
means the Company and any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other
enterprise of which Indemnitee is or was serving at the request of the Company as a director, trustee, general partner, managing member,
officer, employee, agent or fiduciary.
(g) “Expenses”
include all reasonable and actually incurred attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts,
witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and
all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute
or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also include (i)
Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for,
and other costs relating to any cost bond, supersedeas bond or other appeal bond or their equivalent, and (ii) for purposes of Section
12(d), Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under
this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company. Expenses, however,
shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
(h) “DGCL”
means the Delaware General Corporation Law.
(i)
“Independent Counsel” means a law firm, or a partner or member of a law firm, that is experienced in matters of corporation
law and neither presently is, nor in the past five years has been, retained to represent (i) the Company or Indemnitee in any matter
material to either such Party (other than as Independent Counsel with respect to matters concerning Indemnitee under this Agreement,
or other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for
indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any Person who,
under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the
Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
(j) “Proceeding”
means any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal,
administrative or investigative nature, including any appeal therefrom and including without limitation any such Proceeding pending as
of the Effective Date, in which Indemnitee was, is or will be involved as a party, a potential party, a non-party witness or otherwise
by reason of (i) the fact that Indemnitee is or was a director or officer of the Company, (ii) any action taken by Indemnitee or any
action or inaction on Indemnitee’s part while acting as a director or officer of the Company, or (iii) the fact that he or she
is or was serving at the request of the Company as a director, trustee, general partner, managing member, officer, employee, agent or
fiduciary of the Company or any other Enterprise, in each case whether or not serving in such capacity at the time any liability or Expense
is incurred for which indemnification or advancement of expenses can be provided under this Agreement.
(k) Reference
to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes
assessed on a Person with respect to any employee benefit plan; references to “serving at the request of the Company” shall
include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good
faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to
in this Agreement.
2. Indemnity
in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2 if Indemnitee
is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company
to procure a judgment in its favor. Pursuant to this Section 2, Indemnitee shall be indemnified to the fullest extent permitted by applicable
law against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or
her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his or her conduct was unlawful.
3. Indemnity
in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this
Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company
to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent permitted by applicable
law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding
or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 3 in respect of any claim,
issue or matter as to which Indemnitee shall have been adjudged by a court of competent jurisdiction to be liable to the Company, unless
and only to the extent that the or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such
Expenses as such court shall deem proper.
4. Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. To the extent that Indemnitee is a party to or a participant in and is
successful (on the merits or otherwise) in defense of any Proceeding or any claim, issue or matter therein, the Company shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.
For purposes of this section, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice,
shall be deemed to be a successful result as to such claim, issue or matter.
5. Indemnification
for Expenses of a Witness. To the extent that Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding
to which Indemnitee is not a party, Indemnitee shall be indemnified to the extent permitted by applicable law against all Expenses actually
and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.
6. Additional
Indemnification.
(a) Notwithstanding
any limitation in Section 2, Section 3 or Section 4, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable
law if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the
right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually
and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any claim, issue or matter therein.
(b) For
purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but
not be limited to:
(i) the
fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the
corresponding provision of any amendment to or replacement of the DGCL; and
(ii) the
fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the Effective Date that increase
the extent to which a corporation may indemnify its officers and directors.
7. Exclusions.
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in
connection with any Proceeding (or any part of any Proceeding):
(a) for
which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy, indemnity provision, vote or
otherwise, except with respect to any excess beyond the amount paid;
(b) for
an accounting or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions
of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);
(c) for
any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized
by Indemnitee from the sale of securities of the Company, as required in each case under the Securities Exchange Act of 1934, as amended
(including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley
Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee
of securities in violation of Section 306 of the Sarbanes-Oxley Act), if Indemnitee is held liable therefor (including pursuant to any
settlement arrangements);
(d) initiated
by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors,
officers, employees, agents or other indemnitees, unless (i) the Company’s board of directors authorized the Proceeding (or the
relevant part of the Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant
to the powers vested in the Company under applicable law, (iii) otherwise authorized in Section 12(d) or (iv) otherwise required by applicable
law; or
(e) if
prohibited by applicable law.
8. Advances
of Expenses. The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final disposition,
and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, after the receipt by the
Company of a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee
in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed
or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice).
Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. Indemnitee
hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified
by the Company. This Section 8 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding (or
any part of any Proceeding) for which indemnity is not permitted under this Agreement, but shall apply to any Proceeding (or any part
of any Proceeding) referenced in Section 7(b) or Section 7(c) prior to a determination that Indemnitee is not entitled to be indemnified
by the Company.
9. Procedures
for Notification and Defense of Claim.
(a) Indemnitee
shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of
Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written notification to the Company
shall include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying the Proceeding. The failure
by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise
than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except
to the extent that such failure or delay materially prejudices the Company.
(b) If,
at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the Company has directors’ and officers’
liability insurance in effect that may be applicable to the Proceeding, the Company shall give prompt notice of the commencement of the
Proceeding to the insurers in accordance with the procedures set forth in the applicable policies. The Company shall thereafter take
all commercially-reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding
in accordance with the terms of such policies.
(c) In
the event the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall be entitled to assume
the defense of such Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, conditioned or
delayed, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such
counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee for any fees or
expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the Company’s assumption
of the defense of any such Proceeding, the Company shall be obligated to pay the fees and expenses of Indemnitee’s separate counsel
to the extent (i) the employment of separate counsel by Indemnitee is authorized by the Company, (ii) counsel for the Company or Indemnitee
shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct of any such defense
such that Indemnitee needs to be separately represented, (iii) the Company is not financially or legally able to perform its indemnification
obligations or (iv) the Company shall not have retained, or shall not continue to retain, counsel to defend such Proceeding. The Company
shall have the right to conduct such defense as it sees fit in its sole discretion. Regardless of any provision in this Agreement, Indemnitee
shall have the right to employ counsel in any Proceeding at Indemnitee’s personal expense. The Company shall not be entitled, without
the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company.
(d) Indemnitee
shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate.
(e) The
Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) without the Company’s
prior written consent, which shall not be unreasonably withheld, conditioned or delayed.
(f) The
Company shall not settle any Proceeding (or any part thereof) in a manner that imposes any penalty or liability on Indemnitee without
Indemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.
10. Procedures
upon Application for Indemnification.
(a) To
obtain indemnification, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and
information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee
is entitled to indemnification following the final disposition of the Proceeding. Any delay in providing the request will not relieve
the Company from its obligations under this Agreement, except to the extent such failure is prejudicial.
(b) Upon
written request by Indemnitee for indemnification pursuant to Section 10(a), a determination with respect to Indemnitee’s entitlement
thereto shall be made in the specific case (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion
to the Company’s board of directors, a copy of which shall be delivered to Indemnitee or (ii) if a Change in Control shall not
have occurred, (A) by a majority vote of two or more of the Disinterested Directors, even though less than a quorum of the Company’s
board of directors, (B) by a committee of two or more of the Disinterested Directors designated by a majority vote of the Disinterested
Directors, even though less than a quorum of the Company’s board of directors, (C) if there are less than two Disinterested Directors
or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Company’s board of directors,
a copy of which shall be delivered to Indemnitee or (D) if so directed by the Company’s board of directors, by the stockholders
of the Company. If it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten days
after such determination. Indemnitee shall cooperate with the Person or Persons making the determination with respect to Indemnitee’s
entitlement to indemnification, including providing to such Person or Persons upon reasonable advance request any documentation or information
that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary
to such determination. Any costs or expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by
Indemnitee in so cooperating with the Person or Persons making such determination shall be borne by the Company, to the extent permitted
by applicable law.
(c) In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(b), the Independent
Counsel shall be selected as provided in this Section 10(c). If a Change in Control shall not have occurred, the Independent Counsel
shall be selected by the Company’s board of directors, and the Company shall give written notice to Indemnitee advising him or
her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall
be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Company’s board of directors, in
which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity
of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such
written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to
such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel
so selected does not meet the requirements of “Independent Counsel” as defined in Section 1(i), and the objection shall set
forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the Person so selected shall act
as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as
Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If,
within 20 days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) and
(ii) the final disposition of the Proceeding, the Parties have not agreed upon an Independent Counsel, either the Company or Indemnitee
may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee
to the other’s selection of Independent Counsel and for the appointment as Independent Counsel of a Person selected by the court
or by such other Person as the court shall designate, and the Person with respect to whom all objections are so resolved or the Person
so appointed shall act as Independent Counsel under Section 10(b). Upon the due commencement of any judicial proceeding or arbitration
pursuant to Section 12(a), the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject
to the applicable standards of professional conduct then prevailing).
(d) The
Company agrees to pay the reasonable fees and expenses of any Independent Counsel.
11. Presumptions
and Effect of Certain Proceedings.
(a) In
making a determination with respect to entitlement to indemnification hereunder, the Person or Persons making such determination shall,
to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement, and the Company
shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption.
(b) The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea
of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself create a
presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to
the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his
or her conduct was unlawful.
(c) Neither
the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to Indemnitee
for purposes of determining the right to indemnification under this Agreement.
12. Remedies
of Indemnitee.
(a) Subject
to Section 12(e), in the event that (i) a determination is made pursuant to Section 10 that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 or Section 12(d), (iii) no determination
of entitlement to indemnification shall have been made pursuant to Section 10 within 90 days after the later of the receipt by the Company
of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement
is not made (A) within ten days after a determination has been made that Indemnitee is entitled to indemnification or (B) with respect
to indemnification pursuant to Section 4, Section 5 and Section 12(d), within 30 days after receipt by the Company of a written request
therefor, or (v) the Company or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable,
or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or
intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of competent jurisdiction
of his or her entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek
an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by
a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such
proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right
to commence such proceeding pursuant to this Section 12(a); provided, however, that the foregoing clause shall not apply in respect
of a proceeding brought by Indemnitee to enforce his or her rights under Section 4. The Company shall not oppose Indemnitee’s right
to seek any such adjudication or award in arbitration in accordance with this Agreement.
(b) Neither
(i) the failure of the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel or stockholders
to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable
standard of conduct, nor (ii) an actual determination by the Company, its board of directors, any committee or subgroup of the board
of directors, Independent Counsel or stockholders that Indemnitee has not met the applicable standard of conduct, shall create a presumption
that Indemnitee has or has not met the applicable standard of conduct. In the event that a determination shall have been made pursuant
to Section 10 that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section
12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced
by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company
shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement
of Expenses, as the case may be.
(c) To
the fullest extent not prohibited by law, the Company shall be precluded from asserting in any judicial proceeding or arbitration commenced
pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate
in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. If a determination
shall have been made pursuant to Section 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound
by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee
of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection
with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(d) To
the extent not prohibited by law, the Company shall indemnify Indemnitee against all Expenses that are incurred by Indemnitee in connection
with any action for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and
officers’ liability insurance policies maintained by the Company to the extent Indemnitee is successful in such action, and, if
requested by Indemnitee, shall (as soon as reasonably practicable, but in any event no later than 90 days, after receipt by the Company
of a written request therefor) advance such Expenses to Indemnitee, subject to the provisions of Section 8.
(e) Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement to indemnification shall be required to be made prior
to the final disposition of the Proceeding.
13. Contribution.
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee,
the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments,
fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement,
in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the
relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; and
(ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such
events and transactions.
14. Non-exclusivity.
The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive
of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s Certificate of Incorporation
or Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. To the extent that a change in Delaware
law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently
under the Company’s Certificate of Incorporation and Bylaws and this Agreement, it is the intent of the Parties that Indemnitee
shall enjoy by this Agreement the greater benefits so afforded by such change, subject to the restrictions expressly set forth herein
or therein. Except as expressly set forth herein, no right or remedy herein conferred is intended to be exclusive of any other right
or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now
or hereafter existing at law or in equity or otherwise. Except as expressly set forth herein, the assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
15. No
Duplication of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable
hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment
for such amounts under any insurance policy, contract, agreement or otherwise.
16. Insurance.
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, trustees, general
partners, managing members, officers, employees, agents or fiduciaries of the Company or any other Enterprise, Indemnitee shall be covered
by such policy or policies to the same extent as the most favorably-insured Persons under such policy or policies in a comparable position.
17. Subrogation.
In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution
of such documents as are necessary to enable the Company to bring suit to enforce such rights.
18. Services
to the Company. Indemnitee agrees to serve as a director or officer of the Company or, at the request of the Company, as a director,
trustee, general partner, managing member, officer, employee, agent or fiduciary of another Enterprise, for so long as Indemnitee is
duly elected or appointed or until Indemnitee tenders his or her resignation or is removed from such position. Indemnitee may at any
time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation
of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement
shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee
specifically acknowledges that any employment with the Company (or any of its subsidiaries or any Enterprise) is at will, and Indemnitee
may be discharged at any time for any reason, with or without cause, with or without notice, except as may be otherwise expressly provided
in any executed, written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), any existing
formal severance policies adopted by the Company’s board of directors or, with respect to service as a director or officer of the
Company, the Company’s Certificate of Incorporation or Bylaws or the DGCL. No such document shall be subject to any oral modification
thereof.
19. Duration.
This Agreement shall continue until and terminate upon the later of (a) ten years after the date that Indemnitee shall have ceased
to serve as a director or officer of the Company or as a director, trustee, general partner, managing member, officer, employee, agent
or fiduciary of any other Enterprise, as applicable; or (b) one year after the final termination of any Proceeding, including any appeal,
then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding
commenced by Indemnitee pursuant to Section 12 relating thereto.
20. Successors.
This Agreement shall be binding upon the Company and its successors and assigns, including any direct or indirect successor, by purchase,
merger, consolidation or otherwise, to all or substantially all of the business or assets of the Company, and shall inure to the benefit
of Indemnitee and Indemnitee’s heirs, executors and administrators. The Company shall require and cause any successor (whether
direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company,
by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company
would be required to perform if no such succession had taken place. The Company shall require and cause any successor (whether direct
or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by
written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company
would be required to perform if no such succession had taken place. Other than as set forth herein, 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.
21. Severability;
Limitation. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any
act in violation of applicable law. All obligations of the Company hereunder shall be subject to any limitations in, and any requirements
of, the DGCL as it may be in place at the applicable time. The Company’s inability, pursuant to court order or other applicable
law, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. If any provision or provisions
of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability
of the remaining provisions of this Agreement (including without limitation, each portion of any section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any
way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (ii) such provision or provisions
shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the Parties;
and (iii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section
of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested thereby.
22. Enforcement.
The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby
in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying
upon this Agreement in serving as a director or officer of the Company.
23. Entire
Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes
all prior agreements and understandings, oral, written and implied, between the Parties with respect to the subject matter hereof; provided,
however, that this Agreement is a supplement to and in furtherance of the Company’s Certificate of Incorporation and Bylaws
and applicable law.
24. Modification
and Waiver. No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by the Parties.
No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect of
any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. No waiver
of any of the provisions of this Agreement shall constitute or be deemed a waiver of any other provision of this Agreement nor shall
any waiver constitute a continuing waiver.
25. Notices.
All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified
mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand, messenger or courier service addressed:
(a) if
to Indemnitee, to Indemnitee’s address, facsimile number or electronic mail address as shown in the Company’s records, as
may be updated in accordance with the provisions hereof; or if to the Company, to:
HeartCore
Enterprises, Inc.
Attn:
Sumitaka Yamamoto
848
Jordan Ave. Apt G
Los
Altos CA 94022
Email:
(b) Each
such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered
by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid,
specifying next-business-day delivery, one business day after deposit with the courier), (ii) if sent via mail, at the earlier of its
receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail,
addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile transfer or, if sent via electronic
mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the
recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.
26. Applicable
Law and Consent to Jurisdiction. This Agreement and the legal relations among the Parties shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to
any arbitration commenced by Indemnitee pursuant to Section 12(a), the Company and Indemnitee hereby irrevocably and unconditionally
(i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the courts of the
State of Delaware or the United States District Courts located in the State of Delaware (the “Selected Courts”), and not
in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the
exclusive jurisdiction of the Selected Courts for purposes of any action or proceeding arising out of or in connection with this Agreement,
(iii) appoint, to the extent such Party is not otherwise subject to service of process in the State of Delaware, the Company’s
registered agent, as registered with the Delaware Secretary of State, as its agent in the State of Delaware as such Party’s agent
for acceptance of legal process in connection with any such action or proceeding against such Party with the same legal force and validity
as if served upon such Party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action
or proceeding in the Selected Courts, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding
brought in the Selected Courts has been brought in an improper or inconvenient forum.
27. Captions.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction thereof.
28. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but
all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature
and in counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one
and the same Agreement. Only one such counterpart signed by the Party against whom enforceability is sought needs to be produced to evidence
the existence of this Agreement.
[Signatures
appear on following page]
In
witness whereof, the Parties have signed this Agreement as of the Effective Date.
|
HeartCore
Enterprises, Inc. |
|
|
|
|
By: |
/s/ Sumitaka
Yamamoto |
|
Name: |
Sumitaka
Yamamoto |
|
Title: |
Chief Executive
Officer |
|
|
|
|
Indemnitee:
Koji Sato |
|
|
|
|
By:
|
/s/
Koji Sato |
|
Name: |
Koji
Sato |
Exhibit
10.2
HeartCore
Enterprises, Inc.
Independent
Director Agreement
(Director
Name: Mr. Koji Sato)
Dated
as of September 29, 2023
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 Mr. Koji
Sato (“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”) on the Effective Date 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. |
| (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 Certificate 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 the state of Delaware. 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 Delaware law with respect to directors of Delaware
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, and shall serve as the Chairman of the Audit Committee. |
| (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, and the Director
shall assume sole responsibility for discharging all tax or other obligations associated
therewith. |
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 $50,000 annually for Director’s service as a director of the
Company, to be paid $12,500 each calendar quarter, payable within 5 business days of the
end of each calendar quarter, and with such amount for any partial calendar quarter being
appropriately prorated. |
| (b) | Director
shall be paid the following compensation for service on committees of the Board: |
| (i) | For
as long as the Director serves as a member of the Compensation Committee, the Director shall
be paid the sum of $4,000 annually for such service, to be paid $1,000 each calendar quarter,
payable within 5 business days of the end of each calendar quarter, and with such amount
for any partial calendar quarter being appropriately prorated. |
| (ii) | For
as long as the Director serves as a member of the Audit Committee, the Director shall be
paid the sum of $4,000 annually for such service, to be paid $1,000 each calendar quarter,
payable within 5 business days of the end of each calendar quarter, and with such amount
for any partial calendar quarter being appropriately prorated. |
| (iii) | For
as long as the Director serves as the Chairman of the Audit Committee, the Director shall
be paid an additional sum of $3,000 annually for such service, to be paid $750 each calendar
quarter, payable within 5 business days of the end of each calendar quarter, and with such
amount for any partial calendar quarter being appropriately prorated. |
| (iv) | For
as long as the Director serves as a member of the Nominating Committee, the Director shall
be paid the sum of $3,000 annually for such service, to be paid $750 each calendar quarter,
payable within 5 business days of the end of each calendar quarter, and with such amount
for any partial calendar quarter being appropriately prorated. |
| (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. |
| (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. |
| (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, other than disclosure to Director’s,
partners, principals, directors, officers, employees, subcontractors and agents on a “need-to-know”
basis as reasonably required for the performance of Director’s obligations hereunder
or as otherwise agreed to herein. Director shall be responsible to Company for any violation
of this Section 5 by Director’s employees, subcontractors, and agents. Director shall
maintain the Confidential Information with the same degree of care, but no less than a reasonable
degree of care, as Director employs concerning its own information of like kind and character. |
| (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. |
| (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. |
| (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. |
| (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. |
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 23, 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 the State of Delaware, and for all purposes shall be
construed in accordance with the laws of such state, without giving effect to the choice
of law provisions of such state. |
| (b) | Subject
to Section 15, each Party agrees that all legal proceedings concerning this Agreement shall
be commenced in the state and federal courts sitting in SANTA CLARA COUNTY, CALIFORNIA (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. |
| (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) | Subject
to the provisions of Section 15, 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. | Arbitration.
Any controversy, claim or dispute arising out of or relating to this Agreement or the Director’s
employment by the Company, including, but not limited to, common law and statutory claims
for discrimination, wrongful discharge, and unpaid wages, shall be resolved by arbitration
in Los Altos, California pursuant to then-prevailing National Rules for the Resolution of
Employment Disputes of the American Arbitration Association. The arbitration shall be conducted
by three arbitrators, with one arbitrator selected by each Party and the third arbitrator
selected by the two arbitrators so selected by the Parties. The arbitrators shall be bound
to follow the applicable Agreement provisions in adjudicating the dispute. It is agreed by
both Parties that the arbitrators’ decision is final, and that no Party may take any
action, judicial or administrative, to overturn such decision. The judgment rendered by the
arbitrators may be entered in the Selected Courts. Each Party will pay its own expenses of
arbitration and the expenses of the arbitrators will be equally shared provided that, if
in the opinion of the arbitrators any claim, defense, or argument raised in the arbitration
was unreasonable, the arbitrators may assess all or part of the expenses of the other Party
(including reasonable attorneys’ fees) and of the arbitrators as the arbitrators deem
appropriate. The arbitrators may not award either Party punitive or consequential damages. |
16. | 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. |
17. | 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. |
18. | 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. |
19. | 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. |
If
to the Company:
HeartCore
Enterprises, Inc.
Attn:
Sumitaka Yamamoto
848
Jordan Ave. Apt G
Los
Altos CA 94022
Email:
With
a copy, which shall not constitute notice, to:
Anthony
L.G., PLLC
Attn:
John Cacomanolis
625
N. Flagler Drive, Suite 600
West
Palm Beach, FL 33401
Email:
JCacomanolis@anthonypllc.com
If
to Director, to the address for notices as set forth on the signature page hereof:
20. | 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. |
21. | 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. |
22. | 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. |
23. | 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]
IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
|
HeartCore
Enterprises, Inc. |
|
|
|
|
By: |
/s/
Sumitaka Yamamoto |
|
Name: |
Sumitaka
Yamamoto |
|
Title: |
Chief
Executive Officer |
|
Mr. Koji Sato |
|
|
|
|
By: |
/s/
Koji Sato |
|
Name: |
Mr.
Koji Sato |
|
Address
for notices: |
|
|
|
Mr.
Koji Sato |
|
|
|
|
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HeartCore Enterprises (NASDAQ:HTCR)
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From Jun 2024 to Jul 2024
HeartCore Enterprises (NASDAQ:HTCR)
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From Jul 2023 to Jul 2024