Exhibit 10.14

 

Loan Agreement

 

Bank: Japan Finance Corporation

 

Borrower: Kaiyo Japan Co., Ltd.

 

1Loan Terms

 

1.1Loan Amount: JPY ***

 

1.2Interest Rate: ***% per annum

 

However, for the portion of principal up to JPY *** million, the interest rate shall be ***% per annum for the first 3 years from the loan date, and ***% per annum thereafter.

 

1.3Repayment Method: Equal Principal Payments

 

*** yen per month for *** installments first payment: *** yen

 

1.4Interest Calculation Method: Daily calculation based on 365 days per year

 

2Damages

 

2.1If this loan obligation is not fulfilled by the due date, damages of ***% per annum shall be paid on the overdue principal.

 

2.1.1Calculated daily based on the number of days overdue, using a 365-day year.

 

3Exclusion of Anti-Social Forces

 

3.1The Borrower and the Joint Guarantor declare that they are not involved with organized crime groups, members of such groups, or related parties, and pledge not to become involved in the future.

 

3.2If either party becomes involved with antisocial forces, this Agreement shall be terminated, the benefit of time shall be forfeited, and an obligation to repay the entire amount immediately shall arise.

 

4Repayment

 

4.1If repayment is not made by the due date, the Borrower and the Joint Guarantor shall be obligated to repay the entire amount.

 

4.2Early Repayment: Prior approval from the Public Corporation is required.

 

5Loss of Benefit of Time

 

5.1The benefit of time shall be lost, and the obligation to repay the entire amount immediately shall arise if any of the specified events occur, such as bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, suspension of transactions at a clearinghouse, or provisional seizure or seizure proceedings.

 

6Guarantee and Collateral

 

6.1The borrower is obligated to provide a guarantor and may also be required to provide collateral.

 

6.2Even if the Public Corporation determines that additional collateral or guarantors are necessary, the original guarantor cannot claim exemption.

 

7Guarantee Liability

 

7.1The joint guarantor shall bear full guarantee liability alongside the borrower.

 

7.2If the joint guarantor makes payment, they may exercise a right of recourse against the borrower; however, this right cannot be exercised without the Public Corporation's consent until the entire loan amount is repaid.

 

8Performance of Guarantee Obligations

 

8.1The Public Corporation may add or change guarantors at its discretion. In such cases, guarantors cannot claim exemption.

 

 

9Request for Performance

 

9.1If the Public Corporation requests performance from one joint guarantor, the other joint guarantors agree that the same effect shall apply to them.

 

10Obligations of Borrower and Guarantors

 

10.1The Borrower and Guarantor shall enter into the contract, bearing the obligation to provide information regarding their financial status, performance of other obligations, existence of collateral, etc.

 

11Interest Calculation Method

 

11.1Interest shall be calculated by multiplying the outstanding loan balance by the interest rate and the period. Interest shall generally be paid in arrears. If any payment is outstanding on the due date, a late payment penalty of 8.9% per annum shall be paid.

 

12Exclusion of Anti-Social Forces

 

12.1The Borrower and Guarantor warrant that they are not members of organized crime groups and will not become involved with such groups in the future. If either party becomes involved with organized crime, this Agreement shall be terminated, and the obligation to repay the entire amount immediately shall arise.

 

13Amendment of Agreement

 

13.1Amendments to this Agreement shall be made in writing based on mutual agreement between both parties.

 

14Obligation to Perform

 

14.1The Borrower and the Joint Guarantor shall immediately perform any acts required by the Public Corporation and shall be obligated to comply with such requests even if the other party fails to perform.

 

15Request for Performance

 

15.1The Borrower and Guarantor agree that if the Public Corporation makes a demand for performance, the effect of such demand shall extend to the other Joint Guarantors.

 

16Termination of Agreement

 

16.1This Agreement may be terminated upon prior notice based on specified conditions.

 

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

 

No. Debtor Creditor Loan Amount (JPY) Annual Interest Rate Payment Term Guarantor/Mortgage
1 Kaiyo Japan Co., Ltd Japan Finance Corporation 49,500,000 1.36%. However, for the portion of the principal up to 30 million yen, the annual interest rate is 0.46% for three years from the loan date. From 2020/5/26 to 2030/4/20 Repay 9,000 JPY by 2020/7/20 and starting from 2020/8/20, 423,000 JPY shall be paid monthly until 2030/4/20. N/A
2 Kaiyo Japan Co., Ltd Japan Finance Corporation 20,000,000 0.31% for the first three years and 1,21% for the remaining terms. From 2022/9/30 to 2027/8/20 Repay 335,000 JPY by 2022/11/20 and starting from 2022/12/20, 345,000 JPY shall be paid monthly until 2027/8/20. N/A

 

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