Exhibit 10.8
Kiraboshi Bank Loan Agreement
Bank: Kiraboshi Bank, Ltd
Borrower: Kaiyo Japan Co., Ltd
1 | Loan Details |
1.1 | Use of Funds |
1.2 | Working Capital |
1.3 | Interest Payment Method |
1.4 | Interest payments shall be made on the 25th of each month, together with each principal payment. |
1.5 | Damages |
1.6 | In the event of a payment delay, a late payment penalty of 14% per annum calculated daily shall be paid on the principal amount. |
1.7 | Repayment Deposit Account |
1.7.1 | Branch Name: Yoyogi Branch |
1.7.2 | Account Type: Regular Savings Account |
1.7.3 | Account Number: **** |
1.8 | Holiday Classification |
1.9 | If a principal or interest payment date falls on a bank holiday, the payment date shall be postponed to the next business day. |
2 | Special Provisions Regarding Prepayment |
2.1 | Conditions for Early Repayment: The Borrower may make early repayment upon prior approval from the Bank. |
2.2 | Payment of Accrued Interest: When repaying the loan before maturity, any accrued interest shall be paid in full. |
2.3 | Early Repayment Fee: When repaying the loan before maturity, a fee equivalent to 2% of the loan amount shall be paid. |
3 | Variable Interest Rate Provision |
3.1 | Interest Rate Adjustment: The interest rate may fluctuate based on changes to the base rate. In such cases, the new rate shall apply from the next interest payment date. |
4 | Automatic Payment of Principal and Interest |
4.1 | Setting Up Automatic Withdrawal: The Borrower shall make automatic monthly payments of principal and interest from the designated account. |
4.2 | Handling of Insufficient Account Balances: If the account balance is insufficient, the bank shall suspend payment, and late payment charges shall accrue. |
5 | Guarantee |
5.1 | Guarantor's Liability: A joint guarantor shall be appointed, and the guarantor shall be jointly and severally liable for the loan principal and interest payment obligations. |
6 | Exclusion of Anti-Social Forces |
6.1 | Exclusion of Anti-Social Forces: The Borrower and Guarantor represent that they will not engage with anti-social forces during the contract period. Should such involvement occur, the contract may be terminated immediately. |
7 | Contract Termination |
7.1 | Conditions for Contract Termination: If the Borrower fails to fulfill obligations under the contract, the Bank may terminate the contract and demand immediate repayment of the entire loan amount. |
8 | Preparation of Notarized Documents |
8.1 | Obligation to Prepare Notarized Documents: The Borrower shall be obligated to prepare notarized documents upon request by the Bank. |
9 | Bearing of Costs |
9.1 | Cost Burden: The Borrower shall bear all costs related to the Agreement including registration fees, guarantee fees, etc.. |
10 | Notices and Reports |
10.1 | Reporting Obligation: The Borrower shall promptly report to the Bank any changes in its financial condition or any material changes. |
11 | Early Repayment |
11.1 | Procedure for Early Repayment: If the Borrower wishes to make an early repayment, it shall proceed with the Bank's approval. |
12 | Jurisdiction |
12.1 | Agreement on Jurisdiction: Any disputes arising from this Agreement shall be subject to the jurisdiction of the Tokyo District Court. |
13 | Other Provisions |
13.1 | Amendment of Agreement: Any amendment to the terms of this Agreement requires the mutual consent of both parties. |
13.2 | Authentication of Agreement: This Agreement is executed in duplicate, with each party retaining one copy. |
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The following table illustrates the material terms of the loan agreements by and between Kaiyo Japan Co., Ltd and Kiraboshi Bank, Ltd:
No. | Debtor | Creditor | Loan Amount (JPY) | Annual Interest Rate | Payment Term | Guarantor/Mortgage | |
1 | Kaiyo Japan Co., Ltd | Kiraboshi Bank, Ltd | 60,000,000 | 0.5% | From 2020/7/29 to 2030/7/25 | Starting from 2020/8/25, 500,000 JPY shall be paid monthly until 2030/7/25. | Shihai Bi |
Kaiyo Japan Co., Ltd | Kiraboshi Bank, Ltd | 20,000,000 | 0.5% | From 2020/7/29 to 2030/7/25 | Starting from 2020/8/25, 167,000 JPY shall be paid monthly with the remaining balance 127,000 JPY to be paid by 2030/7/25. | Shihai Bi | |
2 | Kaiyo Japan Co., Ltd | Kiraboshi Bank, Ltd | 30,000,000 | 1.0% | From 2022/6/27 to 2027/6/25 | Starting from 2022/6/27, 500,000 JPY shall be paid monthly until 2027/6/25. | Shihai Bi |
3 | Kaiyo Japan Co., Ltd | Kiraboshi Bank, Ltd | 100,000,000 | 0.1% | From 2019/1/25 to 2024/1/25 | Starting from 2019/7/25, 10,000,000 JPY shall be paid every six months until 2024/1/25. | N/A |
4 | Kaiyo Japan Co., Ltd | Kiraboshi Bank, Ltd | 30,000,000 | 1.3% | From 2024/12/27 to 2029/12/25 | Starting from 2025/1/15, 500,000 JPY shall be paid monthly until 2029/12/25. | Shihai Bi |
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