Exhibit 10.1


 


Loan
Agreement


 


Emmaus
Life Sciences, Inc. (hereafter “Lender”) and EJ Holdings, Inc. (hereafter “Borrower”) make and enter into
this this Loan Agreement (hereafter this “Agreement”) as below.


 


Article
1(Loan Agreement)


 


The
Lender has loaned and agrees to loan to Borrower the loan amount (hereafter the “Loan”) according to the articles
of this Agreement on the terms listed below.


 


	 	1)	Loan
    amount:	680,000,000
    yen
	 	
    2)  	Date
    of the Loan:	As
    set forth on the Appendix to this Agreement
	 	3)	Maturity:	September
    30th, 2028
	 	4)
 	Interest
    rate:	1.00%
    per annum
	 	5)
    	Interest
    payment date:	 
	 	 	 	Accrued
    and unpaid interest shall be due date on September 30th, 2021 and on every September 30th thereafter until maturity, or if
    such date is not a business day, the business day prior to that date.
	 	6)	Use
    of the Loan:	 
	 	 	 	Borrower’s
    working capital



 


Article
2(Repayment of Principal)


 


Unless
previously paid, Borrower will pay the principal amount of the Loan on maturity by way of bank transfer to the bank account assigned
separately (hereafter the “Account”) by Lender.


 


Article
3(Interest)


 


The
Borrower will repay the total amount of interest calculated by the principle multiplied by interest rate and according to the
number of days from the previous day of interest payment or the day of the Loan (if there is no previous day of interest payment)
to the Account by way of bank transfer.


 


Article
4(Payment before Maturity)


 


		1.	Borrower
                                         can pay at any time and from time to time before maturity all or any part of the amount
                                         of the principal amount of the Loan on any business day (any day except for the holiday
                                         for bank in Japan and California) by providing Lender notice of (i) the proposed date
                                         of payment and (ii) the amount of the principal payment.



 


		2.	Borrower
                                         will pay the total amount of the principal noticed according to the preceding article
                                         and the accrued and unpaid interest thereon from the previous day of interest payment
                                         or the day of the Loan (if there is no previous day of interest payment) to the date
                                         of the payment by way of bank transfer to the Account. The calculation method of the
                                         interest will not include the day of the payment, count days of the year as 365 days,
                                         and omit the fraction less than one yen.



 






     


     


    

 


Article
5(Late Charge)


 


Borrower
will pay Lender the late charge of 2% per month of any principal or interest on the Loan that is not paid when due hereunder from
the due date until paid in full by way of bank transfer to the Account if Borrower delayed the payment of the Loan or other obligation.


 


Article
6(Forfeiture of the Benefit of Time)


 


If
any of the items below occur, Borrower will lose the benefit of time over all the obligations for the Lender so that Borrower
must pay all principal amount outstanding and accrued and unpaid interest to the Account by way of bank transfer without any notice
from the Lender.


 


		1)	When
                                         any kind of legal liquidation procedure such as bankruptcy procedure, civil rehabilitation
                                         procedure, corporate rehabilitation procedure, special liquidation procedure, or any
                                         similar liquidation procedure have declared by or with respect of Borrower.



 


		2)	When
                                         the Borrower had suspended the payment, became insolvent, received a disposition to suspend
                                         transactions with a clearinghouse or suspended the business transaction with the bank.



 


		3)	When
                                         Borrower resolved the resolution for dissolution or received order of dissolution.



 


Article
7(Cost)


 


All
costs (including stamp duty and other taxes and public duties but not limited to these) generated related to the preparation,
conclusion, alteration, implementation, or execution of this Agreement will be subjected to Lender.


 


Article
8(Internal Approval)


 


Lender
confirms that this Agreement and the Loan has been approved by the appropriate internal approval process regarding the Loan and
the execution of the Loan.


 


Article
9(Applicable Law, Jurisdiction by Agreement, Language)


 


		1.	The
                                         Agreement will follow the Japanese Law and interpreted by the Japanese Law.



 


		2.	The
                                         parties concerned in this Agreement agree to choose the Tokyo District Court as the exclusive
                                         agreement jurisdictional court for this Agreement.



 


		3.	This
                                         Agreement will be prepared in Japanese and that is the original.



 






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Article
10(Alteration)


 


This
Agreement can be modified only by the written agreement of both parties concerned.


 


Article
11(Faithful Discussion)


 


When
any doubt arises from items not regulated by this Agreement or from the interpretation of this agreement, both parties concerned
in the Agreement will discuss and resolve them with the fiduciary.


 





 



 


For
the evidence of this Agreement, the parties will make one original copy, signed by Lender and Borrower, Lender will preserve the
original copy for itself and for Borrower, and Borrower will keep the photocopy of the original.


 


October
28, 2020


 


	 	Lender:	
	 	 	 
	 	 	21250
    Hawthorne Blvd., Suite 800 Torrance, CA
	 	 	Emmaus
    Life Sciences, Inc.
	 	 	 
	 	 	 /s/ Yutaka
    Niihara
	 	 	Yutaka
    Niihara
	 	 	Chairman
    and Chief Executive Officer
	 	 	 
	 	Borrower:	
	 	 	 
	 	 	2-1-1,
    Marunouchi, Chiyoda-ku, Tokyo
	 	 	EJ
    Holdings, Inc.
	 	 	 
	 	 	 /s/ Katsu
    Harashima
	 	 	Katsu
    Harashima
	 	 	Chief
    Executive Officer



 



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Appendix


 


Loan
Date Table


 


	#	Date	Amount
    (JPY)
	1	April
    30, 2020	30,000,000
	2	June
    12, 2020	30,000,000
	3	June
    30, 2020	30,000,000
	4	July
    31, 2020	40,000,000
	5	August
    31, 2020	110,000,000
	6	September
    30, 2020	50,000,000
	7	October
    31, 2020	50,000,000
	8	November
    30, 2020	50,000,000
	9	December
    31, 2020	50,000,000
	10	January
    31, 2021	80,000,000
	11	February
    28, 2021	80,000,000
	12	March
    31, 2021	80,000,000


 


 


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