Exhibit 10.11

 

Chiba Bank Loan Agreement Certificate

 

Lender: Chiba Bank, Ltd

 

Borrower: KAIYO JAPAN CO., LTD

 

Article 1-1 (Principal Terms)

 

Loan Limit: *** yen

 

Commitment Period: Commencing on ***/***/***, ending on ***/***/***

 

Base Interest Rate: Most Favorable Rate Linked to Short-Term Prime Rate

 

Principal Repayment Date During Term: First repayment on ***/***/***, thereafter on the 15th of each month

 

Facility Setup Fee: *** yen (tax included)

 

Spread: ***% per annum

 

Applicable Interest Rate: Base Interest Rate + Spread

 

Facility Fee: ***% per annum

 

Repayment Deposit Account: Account at Chiba Bank, Misato Chuo Branch

 

Article 2 (Lender’s Rights and Obligations)

 

The Lender shall execute loans during the Commitment Period upon the Borrower’s application.

 

Article 3 (Use of Funds)

 

The Borrower shall use the funds for equipment capital and related expenses.

 

Article 4 (Application for Individual Loans)

 

The Borrower shall apply for individual loans by submitting an application form.

 

Article 5 (Prerequisites for Individual Loan Execution)

 

Execution is conditional upon submission of documentation regarding the use of funds and the Lender’s approval.

 

Article 6 (Execution of Individual Loans)

 

If the loan application meets the conditions, the loan shall be executed and the amount shall be deposited into the repayment account.

 

Article 7 (Non-Execution of Individual Loans)

 

If the Lender does not execute the loan due to insufficient conditions, prior notice shall be given.

 

Article 8 (Lender’s Exemption from Liability)

 

The Lender shall be exempt from its obligations if an event of default occurs.

 

 

 

Article 9 (Termination of Lending Obligations)

 

Obligations shall terminate upon expiration of the commitment period or breach of obligations.

 

Article 10 (Principal Repayment)

 

Principal shall be repaid in equal installments.

 

Article 11 (Interest)

 

The Borrower shall pay interest monthly, calculated pro rata.

 

Article 12 (Early Repayment)

 

The Borrower may make prepayment upon prior notice.

 

Article 13 (Facility Fee)

 

The Borrower shall pay the Facility Fee.

 

Article 14 (Late Payment Penalty)

 

The Borrower shall pay a late payment penalty at an annual rate of 14% for any delayed payment.

 

Article 15 (Scheme Setup Fee, Miscellaneous Expenses, and Taxes)

 

These expenses shall be borne by the Borrower.

 

Article 16 (Performance of Borrower’s Obligations)

 

The Borrower shall make payments by the due date.

 

Article 17 (Representations and Warranties by Borrower and Joint Guarantors)

 

The Borrower and Guarantors shall complete all procedures necessary for contract execution and performance.

 

Article 18 (Joint Guarantee)

 

The Joint Guarantors shall bear guarantee obligations jointly with the Borrower.

 

Article 19 (Borrower’s Undertaking)

 

The Borrower shall not change the business content, etc.

 

2

 

 

Article 20 (Establishment of Security Interests)

 

The Borrower shall execute security-related agreements and register the security interests.

 

Article 21 (Causes for Loss of Benefit of Term)

 

The benefit of term shall be lost upon occurrence of specified events.

 

Article 22 (Amendment of Agreement)

 

Any amendment to this Agreement requires written consent.

 

Article 23 (Preparation of Notarized Documents)

 

Notarized documents acknowledging the debt and consenting to compulsory execution shall be prepared.

 

Article 24 (Priority Over Other Agreements)

 

This Agreement shall take precedence over the Bank Transaction Agreement.

 

Article 25 (Governing Law and Agreed Jurisdiction)

 

This Agreement shall be governed by Japanese law, and the Chiba District Court shall have exclusive jurisdiction.

 

Article 26 (General Provisions)

 

Calculations shall be made on a pro rata basis, with division performed last.

 

3

 

 

The following table illustrates the material terms of the loan agreements by and between Kaiyo Japan Co., Ltd and The Chiba Bank, Ltd:

 

No. Debtor Creditor Loan Amount (JPY) Annual Interest Rate Payment Term Guarantor/Mortgage
1 Kaiyo Japan Co., Ltd The Chiba Bank, Ltd 30,000,000 1.1% From 2022/11/28 to 2027/12/10 Starting from 2022/12/10, 500,000 JPY shall be paid monthly until 2027/12/10. Shihai Bi
2 Kaiyo Japan Co., Ltd The Chiba Bank, Ltd. 50,000,000 0.85% From 2022/3/4 to 2037/8/15

Starting from 2023/1/15, 285,000 JPY shall be paid monthly until 2037/8/15.

 

Shihai Bi/Mortgage on properties owned by the debtor located at 1185-1 Mihohara, Kabuki, Matsuo-machi, Sanmu-shi, Chiba, Japan, 839-4 Kiyomizaki, Kabuki, Matsuo-machi, Sanmu-shi, Chiba, Japan, 842-1 Kiyomizaki, Kabuki, Matsuo-machi, Sanmu-shi, Chiba, Japan, 843 Kiyomizaki, Kabuki, Matsuo-machi, Sanmu-shi, Chiba, Japan, 844-1 Kiyomizaki, Kabuki, Matsuo-machi, Sanmu-shi, Chiba, Japan.
3 Kaiyo Japan Co., Ltd The Chiba Bank, Ltd. 20,000,000 1.00% From 2021/2/25 to 2031/2/10 Starting from 2021/3/10, 167,000 JPY shall be paid monthly with the remaining balance 127,000 JPY to be paid by 2031/2/10. Shihai Bi
4 Kaiyo Japan Co., Ltd The Chiba Bank, Ltd. 100,000,000 TIBOR+0.5% From 2023/3/31 to 2033/3/10 Starting from 2023/4/10, 833,000 JPY shall be paid monthly with the remaining balance 873,000 JPY to be paid by 2033/3/10. Shihai Bi
5 Kaiyo Japan Co., Ltd The Chiba Bank, Ltd. 200,000,000 TIBOR+0.9% From 2023/3/31 to 2028/3/10 Starting from 2023/4/10, 3,340,000 JPY shall be paid monthly with the remaining balance 2,940,000 JPY to be paid by 2028/3/10. Shihai Bi
6 Kaiyo Japan Co., Ltd The Chiba Bank, Ltd. 60,000,000 1.8% From 2024/10/30 to 2031/10/10 Starting from 2024/11/10, 720,000 JPY shall be paid monthly with the remaining balance 240,000 JPY to be paid by 2031/10/10. Shihai Bi
7 Kaiyo Japan Co., Ltd The Chiba Bank, Ltd. 50,000,000 TIBOR+0.9% From 2024/10/30 to 2029/10/10 Starting from 2024/11/10, 834,000 JPY shall be paid monthly with the remaining balance 794,000 JPY to be paid by 2029/10/10. Shihai Bi
8 Kaiyo Japan Co., Ltd The Chiba Bank, Ltd. 200,000,000 TIBOR+0.8% From 2018/3/30 to 2023/3/10 Starting from 2018/4/10, 3,334,000 JPY shall be paid monthly with the remaining balance 3,294,000 JPY to be paid by 2023/3/10. Shihai Bi

 

4

 

 

9 Kaiyo Japan Co., Ltd The Chiba Bank, Ltd. 50,000,000 1.7%, however from 2023/6/25, annual interest rate is 1.0% From 2020/6/25 to 2030/5/10 Starting from 2022/7/10, 521,000 JPY shall be paid monthly with the remaining balance 505,000 JPY to be paid by 2030/5/10. Shihai Bi
10 Kaiyo Japan Co., Ltd The Chiba Bank, Ltd. 30,000,000 1.7%, however from 2023/6/25, annual interest rate is 1.0% From 2020/6/25 to 2030/6/10 Starting from 2025/7/10, 500,000 JPY shall be paid monthly until 2030/6/10. Shihai Bi
11 Kaiyo Japan Co., Ltd The Chiba Bank, Ltd. 56,000,000 1.2% From 2019/2/28 to 2045/10/10 Starting from 2024/1/10, 209,029 JPY shall be paid monthly until 2045/10/10. Shihai Bi/Mortgage on properties located at 196-12, Kamiikebukuro 3-chome, Toshima-ku, Tokyo, Japan (wholly owned by the debtor) and 196-9, Kamiikebukuro 3-chome, Toshima-ku, Tokyo, Japan (1/3 of which owned by the debtor).
12 Kaiyo Japan Co., Ltd The Chiba Bank, Ltd. 93,000,000 1.2% From 2018/11/15 to 2045/10/10 Starting from 2019/12/10, 346,193 JPY shall be paid monthly until 2045/10/10. Shihai Bi/Mortgage on properties located at 196-12, Kamiikebukuro 3-chome, Toshima-ku, Tokyo, Japan (wholly owned by the debtor) and 196-9, Kamiikebukuro 3-chome, Toshima-ku, Tokyo, Japan (1/3 of which owned by the debtor).
13 Kaiyo Japan Co., Ltd The Chiba Bank, Ltd. 200,000,000 0.37% From 2018/9/28 to 2023/9/28 Starting from 2019/3/25, 20,000,000 JPY shall be paid every six months until 2023/9/28. Shihai Bi

 

5