Translation of Lease Contract dated April 1, 2023, by and between Ku Shih Yun and Fashionista Distributor Holdings Inc

EXHIBIT 10.1

Lease Contract

THIS LEASE Contract is entered into by and between:

KU SHIH YUN (hereinafter referred to as the “LESSOR”); and Fashionista Distributor Holdings Inc. (hereinafter referred to as the “LESSEE”).

Whereas,

NOW, THEREFORE, the parties hereby agree as follows:

The LESSOR agrees to lease, to the LESSEE, 2F., No. 24, Sec. 1, Chongqing N. Rd., Datong Dist., Taipei City , Taiwan (R.O.C.), including their supplementary public facilities (hereinafter as the “Premise”).

Bank: Bank Sinopac, No.36, Sec.3, Nanjing E. Rd., Taipei, Taiwan

SWIFT Code： SINOTWTP

Account Number: [***]

Account Name: KU SHIH YUN

The LESSOR shall issue an invoice to the LESSEE within five (5) days after the receipt of each rent payment.

8.      REPAIRS AND MODIFICATION

The repair fees for the main structure of the Building, accessory public devices, main engine of the air conditioning, etc. shall be borne by the LESSOR or the management committee of the Building. (If an investigation conducted by the parties mutually shows that the damage is attributable to the LESSEE, the LESSEE shall be responsible for the repairs); any other repairs in relation to the Premise (including doors, windows, glass, lightening devices, devices installed by the LESSEE, etc.) shall be borne by the LESSEE for which the LESSOR shall not be responsible.

If the LESSEE finds it necessary to construct partition walls or make modification to the Premise, any and all relevant expenses shall be borne by the LESSEE itself. However, the LESSOR shall not damage the building structure and curtain framework. If the LESSEE intends to construct partition walls on the west side of the curtain, it shall be constructed within the boundary of the window frame. If the partition wall is constructed on the edge of the lightening, translucent glass shall be used. Additionally, the LESSEE shall not build or construct any illegal additions.

If the LESSEE wishes to modify the electricity, water, air conditioning and fire protection of the Premise, it shall provide the LESSOR with the design layouts and shall obtain prior approval from the LESSOR. If the LESSEE wishes to install additional safety devices, security systems, etc. it shall inform the management committee of the Building and assure that such installations do not affect the existing safety devices of the Building prior to their construction.

9.      RISK OF LOSS

The LESSEE shall use the Premise with care consistent with that of a good administrator. If the damage or loss of the Premise is caused by the intentional or negligent acts of the employees or agents of the LESSEE, which shall be deemed as intentional or negligent acts of the LESSEE, the LESSEE and the tortfeasor shall bear the liability jointly and severally. If the Premise is unable to be used due to reasons not attributable to the LESSEE, the LESSEE may terminate the Contract without complying with Article 10 of the Contract, which calls for prior notice and compensation. And the LESSOR shall return the advanced rent proportionally and the Security Deposit.

10.    TERMINATION

If the LESSEE wishes to terminate the Contract within one year from the effective date of the Contract, it shall inform the LESSOR one month prior to the termination date and shall pay a penalty equivalent to six (6) months’ worth of rent to the LESSOR. If the LESSEE wishes to terminate the Contract after one year from the effective date of the Contract, it shall inform the LESSOR one month prior to the termination date and shall pay a penalty equivalent to three (3) months’ worth of rent to the LESSOR.

Where the rent outstanding is overdue for two (2) months, the LESSOR may terminate the Contract without notice, and the LESSEE shall pay a penalty equivalent to Paragraph 1 of this Article. Where the LESSEE’s use of the Premise is in violation to the Contract, and the LESSEE fails to make corrections pursuant to the written notice of the LESSOR, the LESSEE shall pay a penalty equivalent to Paragraph 1 of this Article.

11.    RETURN OF THE PREMISE

The LESSOR delivers the Premise to the LESSEE on an “as is” basis. Upon expiration of the Contract or termination for any reason, the LESSEE shall vacate the Premise, restore it to the status as it was originally delivered to the LESSEE, and return the Premise to the LESSOR; if the Premise are not returned in time, the LESSOR may dispose of any items left behind by the LESSEE at the expenses of the LESSEE.

Upon the return of the Premise, the LESSEE may not request any compensation for moving or any other expenses for any reason. Additionally, the LESSEE’s return of the Premise is NOT conditional upon the LESSOR’s return of the Security Deposits.

Upon expiration or termination of the Contract, the LESSEE shall vacate the Premise, restore it to the status when it was originally delivered to the LESSEE. Otherwise, the LESSOR may cease the supply of water, electricity, air conditioning, etc. The LESSEE shall also be subject to the daily punitive penalty at an amount equivalent to two times of the stipulated rent from the overdue date to the date it returns the Premise to the LESSOR as compensation for the LESSOR’s loss. If the aggregate amount of the penalty under this article and Article 10 is insufficient to cover the LESSOR’s loss, the LESSEE shall still be liable for the remainder of such loss.

With the prior written consent of the LESSOR (the LESSOR shall not refuse such consent without sufficient reason) and supporting relevant documents substantiating such fact, the LESSOR may consign or sublease the Contract or the use of the Premise to its subsidiary, affiliates, or other surviving companies subsequent to a legal merge or restructure of the LESSEE.

The LESSEE is entitled to a one-time right of first refusal, under which, except for the rent and rent-free, the conditions of the new contract shall be the same as the Contract. The terms related to rent for the extension should be mutually agreed upon by the parties based on the market of the lease of the Premise at the time of the extension. If the LESSEE wishes to execute the aforementioned right of first refusal, it shall inform the LESSOR three (3) months in advance of the expiration date of the Contract, and shall, prior to such expiration date, complete the execution of the new lease contract in order to continue the use of the Premise subsequent to the expiration of the Contract; otherwise, there will not exist any lease relationship between the parties after the expiration of the Contract.

During the lease term, the LESSEE may never object to ownership transfer of the Premise by the LESSOR to any third party. If that third party subsequently assumes all the rights and obligations of the LESSOR of the Contract, the LESSEE shall assist in changing the name of LESSOR of the Contract to such third party, and shall continue to perform its obligations under the Contract to such third party. The parties must not thereby request change of lease conditions or any compensation.

The LESSEE shall abide by the rules stipulated by the management committee of the Building, resident agreements and other relevant regulation.

12.    JURISDICTION AND APPLICABLE LAW

The Contract is governed by the laws of Taiwan.

Where there is ambiguity to the terms contained in the Contract, the parties shall handle the disputes with good faith. If there is a dispute or lawsuit arising out of this Contract, the parties hereby agree to designate Taipei District Court as the competent court of first instance.

This Contract may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.

This Contract has been executed as of the following date: April 1, 2023.