Exhibit 10.10

 

Money Lending Agreement

 

Bank: Mizuho Bank, Ltd

 

Borrower: Kaiyo Japan Co., Ltd.

 

Loan Details

 

Loan Amount: ¥145,000,000

 

Loan Date: March 2019

 

Final Repayment Date: March 1, 2039

 

Repayment Method: First repayment due by the end of April 2019, followed by monthly repayments by the end of each month

 

Interest Rate: Mizuho TIBOR (1-month) + 0.700% per annum (0.770% for the first year)

 

Interest Payment Method: Prepaid on the loan date and each interest rate review date (calculated pro rata on a 365-day basis)

 

Funds Usage: Purchase of company housing

 

Contract Terms (Excerpt)

 

Special Provisions for Installment Loans

 

The bank may delay, reduce, or suspend disbursements after the second installment due to changes in financial conditions, etc.

 

Interest

 

Interest calculation is specified separately for prepaid and postpaid methods, and for both end-of-term and single-end methods.

 

Principal and Interest Deduction

 

The borrower deposits funds into the repayment account, and the bank automatically deducts payments on the due date.

 

 

Damages

 

In case of default, the higher of funding cost + 2% per annum or 14% per annum applies.

 

Deduction of Incidental Expenses

 

Guarantee fees, registration costs, stamp taxes, etc., may be deducted from the repayment account.

 

Holiday Processing

 

If the repayment date falls on a holiday, it is treated as the preceding business day.

 

Unforeseen Circumstances

 

If interest rates cannot be determined due to financial market fluctuations, etc., the borrower shall follow the bank’s instructions.

 

Early Repayment

 

Permitted with the bank’s consent. The borrower may be required to pay damages equivalent to the difference between the re-investment interest rate and the original rate.

 

Guarantee

 

The joint guarantor bears obligations equivalent to those of the borrower. Offsetting or exemption claims are not permitted.

 

Assignment of Claims

 

The bank may assign the loan claim to another financial institution. The borrower has consented to this.

 

Financial Reporting

 

The borrower shall submit business reports and financial statements to the bank each period.

 

Cost Burden

 

All costs related to this agreement shall be borne by the borrower.

 

Notarized Document

 

Upon the bank’s request, a notarized document with consent to compulsory execution shall be prepared.

 

Notification of Adult Guardianship, etc.

 

The borrower shall promptly notify the bank if a court decision is made.

 

Guarantee of Implementation of Internal Procedures

 

The borrower guarantees that it has obtained all necessary internal approvals based on laws and regulations and its articles of incorporation.