Exhibit 10.31


 


The Revolving Credit Facility-Loan Agreement between
Yoshitsu Co., Ltd and MUFG Bank


 


Dated on September 27, 2021


 


		※	Please notice that this is a shortened version
of the formal Japanese agreement. In the case of any discrepancy between the translation and the Japanese original, the latter shall prevail.



 


Borrower: Yoshitsu Co., Ltd


Guarantor: Mei Kanayama


Agent: MUFG Bank


 


	Lender	 	Loan Amount	 
	MUFG Bank	 	 	1,000,000,000	 
	Mizuho Bank	 	 	1,450,000,000	 
	Risona Bank	 	 	1,000,000,000	 
	SMBC Bank	 	 	600,000,000	 
	United Overseas Bank	 	 	600,000,000	 
	Tokyo Star Bank	 	 	400,000,000	 
	Ashikaga Bank	 	 	300,000,000	 
	The Iyo Bank	 	 	300,000,000	 
	Kochi Bank	 	 	300,000,000	 
	Chiba Bank	 	 	300,000,000	 
	THE TOKUSHIMA TAISHO BANK	 	 	300,000,000	 
	Sumitomo Mtsui Trust Bank	 	 	300,000,000	 
	Towa Bank	 	 	200,000,000	 
	Musashino Bank	 	 	200,000,000	 
	Kansai Mirai Bank	 	 	100,000,000	 
	Kita Nihon Bank	 	 	50,000,000	 
	Toei Shinkin Bank	 	 	50,000,000	 
	BOT Lease Co., Ltd.	 	 	50,000,000	 
	SUM	 	 	7,500,000,000	 



 


Use of the Loan: Working Capital


Loan Period: 2021.09.30~2022.09.30.


Commitment Fee Rate:
0.3% (Annual Rate).


Base Interest Rate:
TIBOR rate as of 11 am 2 business days before the execution date.


Spread: 0.7% (Annual
Rate)


 






     


     

    

 


Conditions of Loan
Execution:


 


		(1)	All lenders are not exempt from the loan obligation and have not been completed.



 


		(2)	“Representations and guarantees” are true and accurate



 


		(3)	There is no breach of the obligation of the borrower under this contract, and there is no risk of it.



 


		(4)	All or part of the Loan Agreement has not been canceled based on the first sentence of Article 587-2,
Paragraph 2 of the Civil Code.



 


		(5)	All the following documents shall be submitted on the date of conclusion of this contract, and all lenders
/ agents shall be satisfied with the contents.



 


<Borrower>


 


		1.	Seal certificate (issued within 3 months)



 


		2.	A copy of the commercial register or a certificate of all current matters or a certificate of all history
matters (issued within 3 months)



 


		3.	Notification of seal or signature in the prescribed format



 


		4.	Confirmation (Documents certifying the conclusion of this contract, laws and regulations related to borrowing
based on this contract, and completion of procedures required by internal regulations)



 


Lender’s rights and obligations:


 


		●	Unless
otherwise provided in this Agreement, Lenders shall exercise the rights under this Agreement individually and independently.



 


		●	If the
lender violates the lending obligation and does not make an individual loan on the execution date, the lender will immediately compensate
the Borrower for all damages incurred due to the breach of the loan obligation as soon as the Borrower requests it.



 


		●	If the
conditions of Loan Execution are not met, the Lender shall not execute the loan.



 


Borrower’s representations and guarantees:


 


		●	Borrower
is entitled to obtain and use the loan pursuant to the agreement.



 


		●	Borrower shall pay the Agent Fee.



 


		●	Borrower
shall not borrow more than 8,200,000,000 JPY per month.



 


		●	Borrower
must make the repayment immediately and notify the Agent and all the Lenders if there is a deadline profit loss.



 






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The deadline profit
loss is described as follows:


 


		-	When there is a suspension of payment for the borrower, or
when there is a petition for bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special
liquidation, or other similar legal arrangements.



 


		-	When the borrower makes a resolution for dissolution or receives
an order for dissolution.



 


		-	When the borrower abolishes the business



 





		-	When the borrower receives a transaction suspension from
the clearing house, a transaction suspension from the Zengin Electronic Credit Network Co., Ltd., or an equivalent measure by another
electronic credit recording institution.



 


		-	When a provisional seizure, maintenance seizure or seizure
order or notice is sent to the lender for deposit claims or other claims held by the borrower, or when a trial is conducted to order
the execution of the maintenance seizure or seizure.



 


		●	Borrower must pay the delinquency charge if the debt to the lender
is overdue.



 


		●	Unless
the case that the lender breach the agreement, the borrower shall pay the non-execution lender the settlement money for the non-execution
of the individual loan as soon as the Agent requests it.



 


		●	The Borrower
does not pay the obligations under this Agreement directly to the Lender other than the Agent. The lender who received the payment shall
immediately pay the received money to the agent, and upon receipt of the money by the agent, it shall be deemed that the obligation for
the money has been fulfilled. In addition, the borrowers are all lenders and unless the agent consents in advance, we will not fulfill
the obligations under this agreement by accord and satisfaction.



 


		●	Borrower
bears the relevant fees under the agreement.



 


 


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