Exhibit 10.4


 


LOAN
AGREEMENT


 


entered into between:


 


Mr. Yat-Gai Au


(“the Lender”)


 


 And


 


Regencell Bioscience
Limited


 (“the Borrower”)



 


This
LOAN AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into on November 10,
2020, by and between Yat-Gai Au, a holder of Hong Kong Identity Card Number: [          ], 11/F First Commercial Building, 33-35 Leighton
Road, Causeway Bay, Hong Kong (hereinafter referred to as the “Lender”) and Regencell Bioscience Limited, a
limited company duly established under the laws of Hong Kong, having its registered office at 11/F First Commercial Building,
33-35 Leighton Road, Causeway Bay, Hong Kong (hereinafter referred to as the “Borrower”). The Lender and the
Borrower collectively shall be referred to as the “Parties” and respectively as the “Party.”


 


WHEREAS,
immediately prior to effectiveness of this Agreement, the Lender has provided certain loans to the Borrower in an aggregate amount
of HK$[          ] as of June 30, 2020 and an additional HK$[          ] from July 1, 2020 to November 10, 2020. (the “Existing
Loan”);


 


WHEREAS,
the Parties desire to enter this Agreement to evidence the Existing Loan and document their oral agreements of the terms and conditions
of such Existing Loan when such loan was initially generated; and


 


WHEREAS,
the Lender further agrees to make Loan (as defined below) to the Borrower in connection with the daily operation and research
of the Borrower in accordance with the terms and conditions set forth in this Agreement;


 


NOW
THEREFORE, the Parties agree as follows:


 


Article
1 – Definitions and interpretation


 


	1.1	Definitions;
In this Agreement, the following expressions shall have the following meanings:



 


“Business
Day” means a day (other than a Saturday, Sunday or public holiday) on which commercial banks are open for normal banking
business in Hong Kong.


 


“Effective
Date” means the date this Agreement is signed upon by both parties as mentioned in the beginning of this Agreement.


 


“Loan”
means the loan facility made available in HK dollar, without limit on the number or duration, through wire transfer to Borrower’s
bank account upon the effectiveness of this Agreement.


 


“Loan
Date” means the Business Day on which the Lender makes available the Loan to the Borrower.


 


“Maturity
Date” means the 30th day of June 2021, subject to indefinite extension if agreed by the Parties in writing.


 


“Tax”
means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any related penalty or interest).


 






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	1.2	Interpretation;
        In this Agreement, unless the context otherwise requires:

         



a.
headings and underlining are for convenience only and shall not affect the interpretation of this Agreement;


 


b.
words importing the singular shall include the plural and vice versa;


 


c.
words importing a gender shall include any gender; and


 


d.
references to "HK$" or "HK dollar" shall refer to the official currency of Hong Kong.


 


Article
2 - The Loan


 


	2.1	Loan;
Subject to the terms of this Agreement, the Lender agrees to make the Loan available to the Borrower in a timely manner or make
payments on the Borrower’s behalf, according to the needs of the operations and research activities of the Borrower and
its subsidiaries or parent company.



 


	2.2	Purpose
    of the Loan; The Loan is strictly for the use by the Borrower and its subsidiaries or parent company for daily operation
    and research activities. The use of Loan shall be agreed and determined by the Parties before granting the Loan.


 


Article
3 – Interest


 


	3.1	Interest
        Rate; The Loan and Existing Loan shall bear 0% interest per annum.

         



Article
4 – Payment of the Loan and Existing Loan


 


	4.1	Payment;
The Borrower shall repay the Loan and Existing Loan on the Maturity Date. If agreed by the Parties in writing, the Maturity Date
may be extended indefinitely.



 


	4.2	Prepayment;
The Borrower may repay, at any time and from time to time and any other sum then due to the Lender under any provisions of this
Agreement, in whole or in part.



 


	4.3	Method
of Payment; Payment by the Borrower shall be denominated in HK dollar or any other denomination agreed upon by the Parties
and shall be made by telegraphic transfer to such bank and bank account as the Lender shall designate in writing.



 


Article
5 – Taxes


 


The
Borrower shall be responsible for the payment of all present or future taxes and/or duties assessed or imposed by the Government
of Hong Kong or a governmental agency thereof with respect to the execution and/or performance of this Agreement and the repayment
of the Loan.


 






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Article
6 – Assignment


 


The
Lender shall be entitled to assign or transfer any of his rights or obligations under this Agreement to a third party by providing
the Borrower with a 7-day prior written notice. The Borrower shall not assign any of its rights or obligations under this Agreement
to any party without the prior written approval by the Lender.


 


Article
7 – Amendment


 


Any
provision of this Agreement may be amended or supplemented only if the Parties so agree in writing.


 


Article
8 – Costs and Expenses


 


Save
as otherwise provided, each Party shall bear its own legal and other costs and expenses incurred in relation to the preparation,
execution, performance or enforcement of this Agreement.


 


Article
9 – Notices


 


Any
notice under this Agreement shall be given in writing by first class pre-paid post and be addressed:


 


If
to the Lender:


 


Mr.
Yat-Gai Au


Address:
11/F First Commercial Building, 33-35 Leighton Road, Causeway Bay, Hong Kong


 


If
to the Borrower:


 


Regencell
Bioscience Limited


Address:
11/F First Commercial Building, 33-35 Leighton Road, Causeway Bay, Hong Kong


 


Notices
addressed as provided above shall be deemed to have been duly given when delivered (in the case of personal delivery), 2 (two)
days after posting (in the case of letters sent within the same country), or 5 (five) days after posting (in the case of letters
sent internationally), provided that notices to the Lender shall be effective only upon their actual receipt by the Lender. In
each of the above cases any notice received on a non-working day or after business hours in the country of receipt shall be deemed
to be given on the next following day in such country.


 


Article
10 - Miscellaneous 


 


	10.1	Governing
Law; This Agreement is subject to and is to be construed in accordance with the laws for the time being and from time
to time in force in Hong Kong.



 


	10.2	Dispute
Settlement; Any dispute arising out of or in connection with this Agreement, including any question regarding its existence,
validity or termination, shall be referred to and finally resolved by arbitration in Hong Kong in accordance with the Arbitration
Rules of the Hong Kong International Arbitration Centre for the time being in force, which rules are deemed to be incorporated
by reference in this clause. The Tribunal shall consist of three (3) arbitrator(s). The language of the arbitration shall be English.



 


	10.3	Counterparts;
This Agreement may be executed in counterparts.



 






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IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above.


 


	Lender	 	Borrower
	Yat-Gai
    Au 	 	Regencell
    Bioscience Limited
	 	 	 
	/s/	 	/s/
	Name:
     Yat-Gai Au	 	Name:
    Yat-Gai Au
	 	 	Title:   Chairman
    and Chief Executive Officer 


 


 


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