Long Term Loan Agreement

LONG-TERM LOAN AGREEMENT 🗸 Yasumasa Emori 🗸 Kotaro Takeuchi This Agreement is made and entered into on this 10st day of March 2026, by and between: NICCA CHEMICAL CO., LTD. a company incorporated under the laws of Japan. Address: At 4-23-1 Bunkyo, Fukui City, Fukui Prefecture 910-8670, Japan; Represented by: Yasumasa Emori, Representative Director; Nationality: Japanese, Passport No.: TS1580066, Mobile No.: +81-90-3297-3185, E-mail: y-emori@niccachemical.com, (Hereinafter referred to as the “Lender”, which expression shall, unless repugnant to the context, include its successors and permitted assigns.) NICCA BANGLADESH CO., LTD. a company incorporated under the Companies Act 1994 of Bangladesh and to operate within the Bangladesh Special Economic Zone (BSEZ). Entity Address: Lot No. C6, Bangladesh Special Economic Zone, Sonpara, Panchrukhi, Via Rupganj, Araihazar, Narayanganj-1460, Bangladesh. Represented by: Mr. Kotaro Takeuchi, Managing Director, Passport No.: TT1404083, Mobile: +8190-3153-4400, Email: ko-takeuchi@niccachemical.com, (Hereinafter referred to as the “Borrower”, which expression shall, unless repugnant to the context, include its successors and permitted assigns.) RECITALS WHEREAS: NICCA CHEMICAL CO., LTD. is holding 99% share of the NICCA BANGLADESH CO., LTD. The Borrower has requested the Lender to provide a long-term loan for the Factory construction, Machinery and equipment purchase, technology transfer within the Bangladesh Special Economic Zone (BSEZ). The Lender has agreed to provide such loan on the terms and conditions set forth herein, subject to the approval of the relevant authorities, including Bangladesh Economic Zones Authority (BEZA), and Bangladesh Bank. Both Parties acknowledge that this Agreement is subject to all applicable laws, regulations, and circulars governing foreign borrowing in the private sector of Bangladesh and relevant financial laws of Japan. NOW, THEREFORE, the Parties hereby agree as follows: 1. Loan Amount and Currency 1.1 The Lender agrees to extend a long-term loan to the Borrower in the amount of USD 8,000,000 (Eight Million United States Dollars). 1.2 The loan shall be disbursed in USD, unless otherwise agreed in writing. 🗸 Yasumasa Emori 🗸 Kotaro Takeuchi 2. Purpose of the Loan The loan proceeds shall be used exclusively for: Establishing production facilities in the BSEZ; Procuring machinery, equipment, and technology; Infrastructure, utilities, and capital expenditure necessary for operations. The Borrower shall not utilize the loan for speculative investment, real estate acquisition, working capital or unrelated business activities. 3. Tenure, Grace Period, and Repayment 3.1 Total Duration: 5 years from July 1, 2026.3.2 Grace Period: N/A.3.3 Repayment Period: 5 years (2031).3.4 Repayment Schedule: Year Calendar Year Outstanding Principal Annual Interest (3%) Cash Outflow (Payment) 1 2026 $800,000.00 $24,000.00 $0.00 2 2027 $800,000.00 $24,000.00 $0.00 3 2028 $800,000.00 $24,000.00 $0.00 4 2029 $800,000.00 $24,000.00 $0.00 5 2030 $800,000.00 $24,000.00 $0.00 6 (Maturity) 2031 $0.00 Included in Bullet $920,000.00 --- --- --- --- --- TOTAL     $120,000.00 $920,000.00 3.5 Repayments shall be made annually to the Lender’s designated bank account in Japan or other agreed location.3.6 All repayments shall be made net of withholding taxes, with appropriate tax credit certificates provided to the Lender. 🗸 Yasumasa Emori 🗸 Kotaro Takeuchi 🗸 Yasumasa Emori 🗸 Kotaro Takeuchi 4. Interest 4.1 Interest shall accrue at 3% per annum, computed on the outstanding principal balance.4.2 Interest shall be payable annually during the grace period and alongside principal during the repayment period. 5. Disbursement Conditions 5.1 The loan amount shall be disbursed as follows: Borrower’s Bank Details:Bank Name: HSBC BangladeshBranch: Gulshan Branch, Dhaka, BangladeshAccount Name: NICCA BANGLADESH CO., LTD.Account No.: FC USD 007-037096-017SWIFT Code: HSBCBDDH The full amount of USD 8,000,000 shall be disbursed to the Borrower’s above-mentioned Foreign Currency Account through proper banking channels. 5.2 The disbursement shall occur only after: Bangladesh Bank’s approval under the Foreign Exchange Regulation Act 1947; Submission of a valid Board Resolution authorizing borrowing and execution of this Agreement. 6. Representations and Warranties Each Party represents that: It has full legal authority to execute and perform this Agreement; Execution does not violate any law, charter, or existing agreement; The Borrower’s financial statements and disclosures are true and fair; The Borrower will comply with all environmental, labor, and industrial laws in Bangladesh. 7. Covenants of the Borrower The Borrower agrees to: 🗸 Yasumasa Emori 🗸 Kotaro Takeuchi Use loan proceeds strictly for the stated purposes; Maintain proper accounts, audited annually; Permit inspection by representatives of the Lender, BEZA, or Bangladesh Bank; Notify the Lender of any material change in ownership, management, or financial condition; Maintain insurance coverage for assets created from the loan. 8. Events of Default The following shall constitute default: Non-payment of principal or interest beyond 60 days after maturity. Misuse of funds; Insolvency or liquidation of the Borrower; Violation of applicable laws or failure to obtain/renew approvals. Upon default, the Lender may: Declare the entire outstanding balance immediately due; Initiate legal recovery or arbitration; Seek enforcement through Bangladesh Bank and competent courts. 9. Prepayment The Borrower may prepay, in full or part, without penalty, provided 60 days’ written notice is given to the Lender and accrued interest up to the prepayment date is settled. 10. REPATRIATION OF LOAN REPAYMENT All repayments (principal and interest) shall be made through authorized dealer banks in Bangladesh in convertible foreign currency (USD) under valid Bangladesh Bank repatriation permits, ensuring full compliance with the Foreign Exchange Regulation Act, 1947 and BEZA foreign borrowing procedures 11. Taxes and Fees All taxes, duties, or fees arising in Bangladesh in connection with this Agreement shall be borne by the Borrower. Japanese domestic taxes (if any) shall be borne by the Lender. 🗸 Yasumasa Emori 🗸 Kotaro Takeuchi 12. Confidentiality Both Parties agree to keep all financial, commercial, and technical information related to this Agreement strictly confidential and not disclose it to any third party without prior written consent, except as required by laws or regulators. 13. Assignment Neither Party may assign or transfer its rights or obligations under this Agreement without prior written consent of the other Party. 14. Notices All notices or communications shall be made in writing and sent to the respective addresses or email addresses mentioned herein. Notices shall be deemed received upon confirmation of delivery. 15. Governing Law and Jurisdiction This Agreement shall be governed by and construed in accordance with: The Laws of Bangladesh, including the Foreign Exchange Regulation Act 1947 and relevant BIDA/BEZA/Bangladesh Bank guidelines; and The Laws of Japan to the extent applicable to the Lender. Including the Contract Act, 1872, and the Companies Act, 1994. 16. Dispute Resolution All disputes shall first be resolved through mutual consultation.If unresolved within 60 days, the dispute shall be referred to arbitration in Dhaka, Bangladesh, under the Arbitration Act 2001 (Bangladesh).The arbitration panel shall consist of three arbitrators (one appointed by each Party and one jointly appointed). The decision of the arbitral tribunal shall be final and binding. 17. Force Majeure Neither Party shall be liable for failure or delay due to acts beyond their control including natural calamities, war, political unrest, or regulatory changes. Obligations shall resume once conditions normalize. 18. Amendments and Waiver 🗸 Yasumasa Emori 🗸 Kotaro Takeuchi No amendment or waiver of any term shall be effective unless made in writing and signed by both Parties. 19. Severability If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect. 20. Entire Agreement This Agreement constitutes the entire understanding between the Parties and supersedes all prior communications or arrangements regarding this transaction. 21. Execution This Agreement is executed in two originals, each Party retaining one duly signed copy. Both copies are equally authentic and legally binding. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first written above. For and on behalf of the LENDER NICCA CHEMICAL CO., LTD. 🗸 Yasumasa EmoriRepresentative For and on behalf of the BORROWER NICCA BANGLADESH CO., LTD. 🗸 Kotaro TakeuchiDirector Schedule – 1: Loan Summary Particulars Details Lender (Parent Company Name) NICCA CHEMICAL CO., LTD. Address of Lender 4-23-1 Bunkyo, Fukui City, Fukui Prefecture 910-8670, Japan. Borrower (Subsidiary) NICCA BANGLADESH CO., LTD. Address of Borrower Lot No. C6, Bangladesh Special Economic Zone (BSEZ), Sonpara, Panchrukhi Via Rupganj Araihazar, Narayanganj-1460, Bangladesh Date of Commencement 1/Jul/2026 Loan Amount in USD 800,000 Interest Rate 3% Loan Type Long term Loan Tenure 5 years Grace Period (if any) N/A Repayment Period 5 years Maturity Date 1 July 2031 Annual Repayment Amount N/A Total Repayment Amount Fully paid at Maturity Date (Principal + Interest) ($800,000+$120,000=$920,000) Repayment Mode Bullet Payment Purpose of Loan Factory construction, Machinery and equipment purchase, technology transfer. Repayment & Repatriation Bullet Payment Maturity Date