Exhibit 10.8

 

Kiraboshi Bank Loan Agreement

 

Bank: Kiraboshi Bank, Ltd

 

Borrower: Kaiyo Japan Co., Ltd

 

1Loan Details

 

1.1Use of Funds

 

1.2Working Capital

 

1.3Interest Payment Method

 

1.4Interest payments shall be made on the 25th of each month, together with each principal payment.

 

1.5Damages

 

1.6In the event of a payment delay, a late payment penalty of 14% per annum calculated daily shall be paid on the principal amount.

 

1.7Repayment Deposit Account

 

1.7.1Branch Name: Yoyogi Branch

 

1.7.2Account Type: Regular Savings Account

 

1.7.3Account Number: ****

 

1.8Holiday Classification

 

1.9If a principal or interest payment date falls on a bank holiday, the payment date shall be postponed to the next business day.

 

2Special Provisions Regarding Prepayment

 

2.1Conditions for Early Repayment: The Borrower may make early repayment upon prior approval from the Bank.

 

2.2Payment of Accrued Interest: When repaying the loan before maturity, any accrued interest shall be paid in full.

 

2.3Early Repayment Fee: When repaying the loan before maturity, a fee equivalent to 2% of the loan amount shall be paid.

 

3Variable Interest Rate Provision

 

3.1Interest 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.

 

4Automatic Payment of Principal and Interest

 

4.1Setting Up Automatic Withdrawal: The Borrower shall make automatic monthly payments of principal and interest from the designated account.

 

4.2Handling of Insufficient Account Balances: If the account balance is insufficient, the bank shall suspend payment, and late payment charges shall accrue.

 

 

 

5Guarantee

 

5.1Guarantor'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.

 

6Exclusion of Anti-Social Forces

 

6.1Exclusion 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.

 

7Contract Termination

 

7.1Conditions 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.

 

8Preparation of Notarized Documents

 

8.1Obligation to Prepare Notarized Documents: The Borrower shall be obligated to prepare notarized documents upon request by the Bank.

 

9Bearing of Costs

 

9.1Cost Burden: The Borrower shall bear all costs related to the Agreement including registration fees, guarantee fees, etc..

 

10Notices and Reports

 

10.1Reporting Obligation: The Borrower shall promptly report to the Bank any changes in its financial condition or any material changes.

 

11Early Repayment

 

11.1Procedure for Early Repayment: If the Borrower wishes to make an early repayment, it shall proceed with the Bank's approval.

 

12Jurisdiction

 

12.1Agreement on Jurisdiction: Any disputes arising from this Agreement shall be subject to the jurisdiction of the Tokyo District Court.

 

13Other Provisions

 

13.1Amendment of Agreement: Any amendment to the terms of this Agreement requires the mutual consent of both parties.

 

13.2Authentication 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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