Exhibit 10.28


 


Summary of Term Loan Agreement between Yoshitsu
Co., Ltd and MUFG Bank Kameido Branch


 


Dated August 26, 2021


 


		※	Please notice that this is a shortened version
of the formal agreement.



 


Borrower: Yoshitsu Co., Ltd


Arranger: MUFG Bank


Agent: MUFG Bank


Lender (Loan Amount): MUFG Bank (420,000,000 Yen)
and Mizuho Bank (420,000,000 Yen)


Loan Type: Syndicated Term Loan (Bulk Execution)


Use of the Loan: Construction Funds of Koshigaya
Distribution Center


Agreement Conclusion Date: 2021.08.26


 


Guarantee:


 


		(1)	Collateral authority setter: Borrower



		(2)	Collateral property: The distribution center’s land and building



		(3)	Root mortgage



 


Arrangement Fee: 23,000,000 Yen


Agent Fee: 11,000,000 Yen


Initial expenses:
Attorney's fees, stamp duty, etc. related to the creation of this contract will be paid separately by Borrower.


 


Loan Period: 2021.08.31
to 2026.08.31


Lending Method: Execution
date lump sum loan.


Repayment Method:
The initial repayment shall be at the end of September, from the second time the repayments shall be implemented every three months with
the amount of one-fortieth of the Loan. And on the maturity date the remainder shall be paid.


Payment of Interest:
The interest shall be paid on the last day of March, June, September and December of each year.


Interest Calculation
Period: 3 months


Interest Rate: Base
interest rate + spread (Deferred payment, 365 days a year, one end putting)


Base Interest Rate:
It shall be 5 year Tokyo swap reference rate as of 10 am 2 business days before the execution date.


Spread: 0.8% (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>


 


		a.	Seal certificate (issued within 3 months)



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



		c.	Notification of seal or signature in the prescribed format



		d.	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 (hereafter the non-executive lender) shall not execute the loan. The Lender
shall notify the borrower, all other lenders, and Agent by 5 pm on the business day prior to the execution date with a reason to that
effect.



 


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



 


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.