ubic_Ex4

Execution Version

-- The Borrower --

UBIC, Inc.

-- The Loaner --

Sumitomo Mitsui Banking Corporation

Term Loan Agreement

This Term Loan Agreement (the "Agreement") is made and entered into on November 30, 2015, by and between UBIC, Inc. (the "Borrower"), a Japanese corporation having its place of business at Meisan Takahama Building, 2-12-23, Konan, Minato-ku, Tokyo, Japan, and Sumitomo Mitsui Banking Corporation (the "Loaner"), a Japanese corporation having its place of business at 1-1-2, Marunouchi, Chiyoda-ku, Tokyo, Japan. The Borrower and Loaner may each be referred to as the "Party" and collectively the "Parties". The Parties agree as follows:

Chapter OneDefinition of Terms

Article 1-1 Definition of Terms

Except as otherwise evident in light of the context, the following terms in this agreement shall have the meaning as set forth below. Where certain article of law or government regulation is quoted herein, the quotation shall be deemed to include such article as changed or amended.

1. "Seller" means, collectively, ANDATHA INTERNATIONAL, INC., EVOLVE DISCOVERY PA, LLC, EVOLVE DISCOVERY LA, LLC, EVOLVE DISCOVERY PORTLAND, LLC, and EVOLVE DISCOVERY SEATTLE, LLC.

2. "Business Day" means any day except for the days designated as bank holidays in Japan, New York, or London.

3. "Loan Obligations" mean the Loaner's obligations to provide the Loan to the Borrower on the Loan Drawdown Date, in accordance with the terms and conditions set forth herein.

4. "Loan Drawdown Date" means the date as stipulated in Article 2-1(1) on which the Loan is provided.

5. "Loan Disabling Incident" means any the following incidents that cause the inability of the Loaner to raise funds, thus making it incapable of providing the Loan: i) outbreak of a natural disaster, war, or terrorist attack, ii) stoppage, disconnection, or disruption of an electric power supply, telecommunication, or various clearance systems, each of which makes it impossible to lend or borrow United States Dollars, iii) any incidents that make it impossible for banks to engage in loan financing transactions for the Loan currencies in general in the relevant money markets, such as inter-bank market, and iv) any other incidents not attributable to Loaner. Judgments as to the occurrence and cessation thereof shall be in the reasonable judgment of the Loaner.

6. "Considerations to Society and the Environment" means considerations not only to the natural environment but also to human society, such as to involuntary resettlement and respecting human rights of indigenous people.

7. "Taxes and Government Duties, etc., " means all taxes and duties that may be imposed in Japan, including income tax, corporation tax, and other taxes.

8. "Payment Due Time" means 12:00 noon of the day on which any payment becomes due and payable pursuant to this Agreement.

9. "Settlement Money" means, where the repayment or set-off of the principal of the Loan is done on any day other than the Interest Payment Date, the money for settling the difference in amount arising from the Reinvestment Interest Rate being lower than the Applicable Interest rate. This Settlement Money is calculated through multiplying said amount of the principal of the Loan repaid or set off as above by the difference in percentage between the Reinvestment Interest Rate and the Applicable Interest rate, and by the actual number of days in the Remaining Period. "Remaining Period" means the period from (and including) the date on which said repayment or set-off is done to (and including) the immediately succeeding Interest Payment Date. "Reinvestment Interest Rate" is the interest rate as reasonably determined by the Loaner assuming that the amount of the principal of the Loan repaid or set off were reinvested to the relevant inter-bank market, etc., for the Remaining Period. In the calculation of the Settlement Money, the interest rate will be pro-rated by the number of days elapsed (including the first day of the period but excluding the last), the division will be done finally, and the amount less than one (1) yen or 0.01 U.S. dollars will be rounded down.

10. "Increased Expenses" means the amount of expenses as reasonably calculated by the Loaner and which represents the significant increase in the expenses incurred by the Loaner (excluding an increase caused by the change in the tax rate applicable to the taxable income of the Loaner) for providing or maintaining the Loan, maintaining the fulfillment of the Loan Obligations, or securing its rights caused by i) enactment, amendment, or change in the interpretation or operation of the Laws, etc., ii) an establishment of, or addition to any reserve fund, or iii) change, etc., in the accounting regulations or its operation.

11. "Subject Company" means EvD, Inc.

12. "Shares of the Subject Company" means the shares issued by the Subject Company.

13. "Subject Business" means the business operated by the Subject Company with respect to the collection and analysis of electronic data in connection with such matters as a preservation of evidence in legal disputes and litigation.

14 "Tranche" means, collectively, the Tranche A and Tranche B; or, separately, Tranche A or Tranche B

15 "Tranche A" means, collectively, the Tranche A-1 and Tranche A-2; or, separately, Tranche A-1 or Tranche A-2.

16 "Loan Balance of Tranche A" means the total amount of principals of Unpaid Loan Dues in connection with Tranche A

17 "Tranche B" means, collectively, the Tranche B-1 and Tranche B-2; or, separately, Tranche B-1 or Tranche B-2.

18 "Loan Balance of Tranche B" means the total amount of principals of Unpaid Loan Dues in connection with Tranche B

19 "Japan Business Day" means any day except for the days designated as bank holidays in Japan.

20. "Antisocial Acts" means any acts of i) making any demands with violent behavior, ii) making unreasonable demands beyond one's legal responsibility, iii) using intimidating behaviors or violence in connection with a business, iv) impairing the credibility of, or interfering with the business of the Loaner through disseminating groundless rumors or using fraudulent means or force, or v) doing anything similar to any of the items i) through iv) above.

21 "Antisocial Forces" mean any of the following person or entity: i) an organized crime group (of which members (including the members of the group belonging to that organized crime group) are likely to encourage doing, collectively or habitually, violent and illegal acts, etc.; the same shall apply hereafter; ii) a member of a crime syndicate, including a person who was a member of an organized crime group at any time during the past five (5) years; iii) a semi-member of an organized crime group, which means either any person or entity who is not a member of a crime group but is associated with any crime group and is likely to do violent and illegal acts backed by the powers of the crime group, or ii) any person or entity who cooperates with or is involved in the maintenance or operation of a crime group (including the members thereof) through such acts as providing funds, weapons, etc.; the same shall apply hereafter; iv) an entity associated with an organized crime group, which means an entity of which management has a substantial involvement of a member of an organized crime group, an entity managed by semi-members or former members of an organized crime group and which proactively cooperates with or involved in the maintenance or operation of an organized crime group through such acts as providing funds, or an entity which proactively utilizes an organized crime group in its operation of business, etc., and cooperates with or involved in the maintenance or operation of a crime syndicate; v) "Sokaiya" or the like, who is a corporate extortionist or a person who is likely to engage in violent and illegal activities seeking to obtain unlawful benefits, and who is a threat to the safety of civil life; vi) a group which is likely to engage in violent and criminal activities under the pretext or false pretense of conducting social or political campaigns seeking to obtain unlawful benefits, and who is a threat to the safety of civil life, vii) special intellectual violence group, etc., which mean crime groups or persons, other than the groups categorized under items i) through vi), which utilize the power of an organized crime group with which they are associated, or have financial relationship with an organized crime group, and which act as the core of the structural illegal activities, or viii) any person or entity which is similar to items i) through vii).

22. “Person Associated with Antisocial Forces” means a person or entity which has a relationship in which; i) the Antisocial Forces are considered to have the control over its management; ii) the Antisocial Forces are, in effect, involved in its management; iii) it is considered to wrongfully utilize the Antisocial Forces in such a way as to obtain illegal benefits for itself or third parties or to cause damages to third parties; iv) it is associated with Antisocial Forces by providing funds or convenience; or v) its officer or any person who is involved in its management has such a relationship with Antisocial Forces as to be socially criticized.

23. “Bridge Loan Agreement” means the application form for a loan on bill executed by the Loaner and Borrower as of July 27, 2015, pursuant to which a loan was provided to the Borrower for the purpose of providing funds for the acquisition of shares in connection with the Acquisition and the payment of expenses incidental thereto.

24. “Repayment Date” means the specified date on which the principal, interest, and other money relating to the Loan shall become due and payable pursuant to this Agreement.

25. “Laws, etc.” mean any treaties, laws, ordinances of regional government, cabinet ordinances, ministerial ordinances, regulations, public notices, court rulings, court decisions, arbitration judgments, government notices, and policies of relevant government authorities, each of which is applicable to the Financing Agreements, any transactions pursuant thereto, or the parties to the Financing Agreements.

26. “Loan” means the loan of money provided by the Loaner pursuant to this Agreement.

27. “Loan Proceeds” mean the money provided by the Loaner as the Loan to the Borrower with respect to each Tranche. The amount of Loan Proceeds shall be referred to as the “Amount of Loan Proceeds.”

28. “Unpaid Loan Dues” mean all the money that the Borrower has the obligation to pay to the Loaner pursuant to this Agreement and with respect to each Tranche, including the principal, interest, delay charges, Settlement Money in relation to the Loan. The amount of Unpaid Loan Dues shall be referred to as the “Amount of Unpaid Loan Dues.”

29. “Security Agreement” means the security interests agreement with respect to the Shares of the Subject Company to be entered into among the Loaner, the Subject Company, and the Borrower.

30. "The Acquisition" means the acquisition by the Borrower of one hundred percent (100%) of the total number of shares issued by the Subject Company in accordance with the Agreements Relevant to the Acquisition.

31 "Agreements Relevant to the Acquisition" mean the Acquisition Agreement, and the Transaction Documents (including its amendments and changes) defined in the Acquisition Agreement.

32 "Acquisition Agreement" means the Stock Purchase Agreement dated July 31, 2015, (including its subsequent amendments and changes) entered into among the Seller, Borrower, and the Subject Company.

33. "Promissory Note" shall have the same meaning as the definition of the "Promissory Note" in the Acquisition Agreement.

34. "Financing Agreements" mean, collectively, this Agreement and the Security Agreement.

35. "London Business Day" means any day except for the days designated as bank holidays in London.

36. "USD" or "U.S. Dollars" mean the legal tender of the United States of America.

Chapter TwoProvisions with respect to the Loan

Article 2-1 Principal terms of the Loan

(1) Loan Obligations

The Loaner shall have the Loan Obligations as set forth below to the Borrower in accordance with the provisions herein.


The Amount of Loan Proceeds	The Amount of Loan Proceeds for each of the Tranches shall be as follows: Tranche A-1: 9,120,000 U.S. dollars Tranche A-2: 755,000,000 Japanese yen Tranche B-1: 1,100,000 U.S. dollars Tranche A-2: 98,000,000 Japanese yen
Loan Drawdown Date	Tranche A: December 24, 2015 Tranche B: August 30, 2016
The number of drawdowns	The Loaner shall have the obligation to the Borrower of providing the Loan only once per each of the Tranches in accordance with the terms as set forth herein.

(2) The Loan

The Loaner shall provide the Loan of which the particulars are set forth below to the Borrower in accordance with the provisions herein.


Application of the proceeds of the Loan	Tranche A: If the Loan is provided on the Loan Drawdown Date, the Borrower shall apply the proceeds equivalent to the entire amount of the Tranche A to the repayment of the loan provided to the Loaner pursuant to the Bridge Loan Agreement and the payment of the expenses related to the Acquisition. Tranche B: If the Loan is provided on the Loan Drawdown Date, the Borrower shall apply the proceeds to the payment against the Promissory Note pursuant to the Acquisition Agreement, or repayment of the loan provided by the Loaner or any other financial institution to the Borrower for the purpose of said payment.
Loan Currencies	Tranche A-1: U.S. dollars Tranche A-2: Japanese yen Tranche B-1: U.S. dollars Tranche B-2: Japanese yen
Maturity Date	The date designated as the “Maturity Date” in the Repayment Schedule of the Principal table in Annex 2, as determined for each of the Tranches.
Repayment dates of the principal	The date designated as the “Repayment Date of the Principal” in the Repayment Schedule of the Principal table in Annex 2, as determined for each of the Tranches.
The method of the repayment of the principal	The Borrower shall, on each of the repayment date of the principal, pay the amount of principal due for repayment on such repayment date (as stipulated in Annex 2).
Repayment before Due	Separately provided for in this Agreement.
Interest Period	The period used for the calculation of the interest due on the interest payment dates. For each Tranche, the period for the calculation of the amount of interest due on the first interest payment date shall be from (and including) the Loan Drawdown Date to (and including) the first interest payment date. This period shall be referred to as the “First Interest Period” and this way of reference shall apply to the second period and thereafter. The second interest period and thereafter shall be from (and including) the last day of the immediately preceding interest period to (and including) the next interest payment date.

Applicable Interest Rate

Tranche A-1: the rate obtained by adding the Spread to the Base Interest Rate

Tranche A-2: 0.46% per annum

Tranche B-1: the rate obtained by adding the Spread to the Base Interest Rate

Tranche B-2: the rate obtained by adding the Spread to the Base Interest Rate

Base Interest Rate

This Base Interest Rate for each Interest Period shall be the six-month interbank offered rate as stipulated below, published by ICE Benchmark Administration Limited (or its successor) for U.S. dollars LIBOR or by TIBOR operating body of Japanese Bankers Association (or its successor) for Japanese yen TIBOR, each at 11:00 a.m. or any nearest possible time after 11:00 a.m. of the day which is two (2) London Business Days (or two (2) Japan Business Days, in case of Tranche B-2) before the Interest Payment Date (or the Loan Drawdown Date, in case of the first Interest Period) (such day shall be referred to as the “Interest Decision Day”) applicable to the Interest Period immediately preceding the Interest Period to which this Base Interest Rate is applied. In the event that the aforementioned interest rate is not published for a certain reason, the Base Interest Rate shall be the interest rate (expressed as per annum) representing, in the reasonable judgment of the Loaner, the offered rate for the applicable Loan Currency for the period that corresponds to the Interest Period, in the relevant inter-bank market on the applicable Interest Decision Day. For the avoidance of doubt, the above provision shall apply to the first Interest Period of Tranche B as well.

Tranche A-1: U.S. dollars LIBOR

Tranche B-1: U.S. dollars LIBOR

Tranche B-2: Japanese yen TIBOR

Spread

Tranche A-1: 0.3125 % per annum

Tranche B-1: 0.3125 % per annum

Tranche B-2: 0.30 % per annum

Interest Payment Date	The date designated as the “Interest Payment Date” in the Interest Payment Schedule of the Loan in Annex 2, as determined for each of the Tranches.
Method of Interest Payment	The interest amount for each Interest Period shall be calculated through multiplying the amount of the principal in the Unpaid Loan Dues in the respective Interest Period of the Loaner by the Applicable Interest Rate and pro-rated based on the actual number of days during the Interest Period (including the first day of the period but excluding the last), with the division done finally, and the amount less than one (1) yen or 0.01 U.S. dollar rounded down. The payment of the aforementioned interest shall be paid in arrear after the end of the respective Interest Period and on the Interest Payment Date for the Interest Period.
Treatment of holidays	In the event that the repayment due date for the principal and the interest falls on any day other than the Business Day, the repayment day in this case shall be the next Business Day. If this Business Day is in the succeeding month, then the repayment due date shall be the immediately preceding Business Day.

(3) Others

Base Number of Days	Unless otherwise provided for in this Agreement, in pro-rating on the daily basis for the purpose of this Agreement, the number of days in one (1) year shall be regarded as three hundred and sixty (360) days for transactions in U.S. dollars and three hundred and sixty-five (365) days for transactions in Japanese yen.
Settlement Account of Borrower	Settlement Account for Japanese yen	Borrower’s savings account for the settlement of funds in Japanese yen with Gotanda Branch of Sumitomo Mitsui Banking Corporation (account number 7972989, the account holder: Kabushiki Kaisha UBIC
Settlement Account of Borrower	Settlement Account for U.S. dollars	Borrower’s foreign currency savings account for the settlement of funds in U.S. dollars with Gotanda Branch of Sumitomo Mitsui Banking Corporation (account number 0209010, the account holder: Kabushiki Kaisha UBIC

Applicable Foreign Exchange Rate

Unless otherwise provided for in this Agreement, any conversion of foreign currencies into Japanese yen (or conversion of Japanese yen to foreign currencies) shall use an exchange rate of 124.08 Japanese yen to one U.S. dollar at a foreign exchange market. Unless otherwise provided for in this Agreement, any aggregate calculation using U.S. dollars and Japanese yen shall use this Applicable Foreign Exchange Rate and be converted into Japanese yen.

Article 2-2Conditions precedent to the Loan Obligations

(1) The Loan Obligations of the Loaner with respect to Tranche A shall be subject to the following conditions precedent:

(i) Loan Obligations of the Loaner is not relieved pursuant to the provisions on Article 2-4.

(ii) The Borrower submits to the Loaner all of the documents as stipulated below, no later than three (3) Business Days prior to the Loan Drawdown Date:

(a) The certificate of a seal impression less than three (3) months old as at the date of receipt and valid as of the Loan Drawdown Date, for the representative of Borrower whose name is stated and whose seal of approval is given in this Agreement as a signatory;

(b) The certified copy of commercial registration less than three (3) months old as at the date of receipt and valid as of the Loan Drawdown Date;

(d) Registration of the impression of the seal of approval or signature in a format designated by Loaner; and

(e) A copy of the Acquisition Agreement;

provided, however, any document mentioned above that has already been submitted pursuant to Article 4-1 (1) and has no further changes after the submission need not be submitted again.

(iii) All of the Settlement Accounts of the Borrower are established and available.

(iv) No Incidents Causing All Debts Become Due And Payable have occurred or been continuing.

(v) All of the Borrower's representations and warranties are true and correct.

(vi) The Acquisition pursuant to the Agreements Relevant to the Acquisition has been completed and is not the subject of cancellation or invalidity.

(vii) The Agreements Relevant to the Acquisition has neither been terminated (except for the termination by virtue of the completion of the Acquisition) without the approval of the Loaner (which shall not be unreasonably withheld or delayed) nor been materially changed or amended.

(viii) No incidents have occurred in relation to the Bridge Loan Agreement whereby all debts of the Borrower thereunder would immediately become due and payable pursuant thereto.

(ix) It is conclusive that all debts of the Borrower to the Loaner pursuant to the Bridge Loan Agreement will be repaid promptly after the Loan Drawdown Date of Tranche A.

(x) The Security Agreement is executed as of the Loan Drawdown Date of Tranche A (New York time zone shall also apply for the purpose of this item) and it is conclusive that valid and first-priority security interests will be created and perfected over the Shares of the Subject Company pursuant to the Security Agreement, with the Loaner being the security holder.

(2) The Loan Obligations of the Loaner with respect to Tranche B shall be subject to the following conditions precedent:

(i) Loan Obligations of the Loaner is not relieved pursuant to the provision of Article 2-4.

(ii) The Borrower submits all of the documents as stipulated below to the Loaner, no later than three (3) Business Days prior to the Loan Drawdown Date of the Tranche B:

(b) The certified copy of commercial registration less than three (3) months old as at the date of receipt and valid as of the Loan Drawdown Date;

(d) Registration of the impression of the seal of approval or signature in a format designated by Loaner;

(e) A copy of the Acquisition Agreement; and

(f) A document evidencing the completion of the Borrower's payment against the Promissory Note in accordance with the Acquisition Agreement;

provided, however, any document mentioned above that has already been submitted pursuant to Article 2-2 (1) or Article 4-1 (1) and has no further changes after the submission need not be submitted again.

(iii) All of the Settlement Accounts of the Borrower are maintained.

(iv) No Incidents Causing All Debts Become Due And Payable have occurred or been continuing.

(v) All of the Borrower's representations and warranties are true and correct.

(vi) The Acquisition pursuant to the Agreements Relevant to the Acquisition has been completed and is not the subject of cancellation or invalidity.

(viii) The Borrower’s payment against the Promissory Note has been completed in accordance with the Acquisition Agreement.

Article 2-3Provisions with respect to the provision of the Loan

(1) The Loaner shall make a remittance to the Settlement Account of Borrower for each Loan Currency if the Loaner does not provide the notice pursuant to Article 2-3(2) and all of the conditions precedent to the Loan Obligations are satisfied in accordance with Article 2-2. The Loan shall be deemed to have been provided when the remittance is made to the Settlement Account of Borrower for each Loan Currency. The Loaner shall make its best efforts to complete the procedures for the aforementioned remittance by 11:00 a.m. of the Loan Drawdown Date.

(2) In the event that the Loaner decides not to provide the Loan for the reason that the conditions precedent to the Loan Obligations are, in whole or in part, not satisfied, the Loaner may notify the Borrower of the decision. However, the Loaner shall not be relieved from its liability arising from its failure to provide the Loan despite that all of the conditions precedent to the Loan Obligations are satisfied.

(3) The Borrower shall indemnify the Loaner against any damages, losses, and expenses suffered by the Loaner (including, but not limited to, the expenses incurred to avoid any damages or losses, the expenses incurred to recover from damages or losses and attorney's expenses) caused by the Loaner's inability to provide the Loan; provided, however, the Borrower shall have no obligation to indemnify the Loaner if such inability of the Loaner is the Loaner's breach of the Loan Obligations.

Article 2-4Exemption of Loaner from its obligations

(1) The Loaner shall immediately notify in writing the Borrower of any Loan Disabling Incident that the Loaner determines to have occurred.

(2) The Loaner shall also notify the Borrower of any cessation, to the Loaner's judgment, of the aforementioned Loan Disabling Incident, occurring after the Loaner's notice of its occurrence to the Borrower pursuant to Article 2-4(1).

(3) The Loaner shall be exempted from the Loan Obligations for the period from (and including) the date of Borrower's receipt of the notice in accordance with Article 2-4(1) to (and including) the date of Borrower's receipt of the notice in accordance with Article 2-4(2). Such period shall be hereinafter referred to as the "Loan Disabled Period.”

Article 2-5 Increased Expenses

(1) In the event that the Increased Expenses occur, the Loaner may, by provide the written notice explaining the reasonable reasons for the occurrence of the Increased Expenses, demand the Borrower to choose either to (i) bear the Increased Expenses, or (ii) (a) to extinguish the Loaner’s Loan Obligations or (b) to terminate this Agreement, with the Loaner identifying (a) or (b) to the Borrower. The Borrower shall reply the aforementioned notice of demand by giving the Loaner the written notice, within fifteen (15) Japan Business Days of the date of receiving the aforementioned notice.

(2) Where the Borrower chooses to (i) bear the Increased Expenses in its reply to the Loaner's demand in Article 2-5(1), the Borrower shall pay the amount equivalent to the Increased Expenses in accordance with the provisions hereof on the fifth Japan Business Day from the date on which the Borrower gives its reply to the Loaner pursuant to the Article 2-5(1).

(3) Where the Borrower chooses (ii) to extinguish the Loaner's Loan Obligations or to terminate this Agreement to the demand under Article 2-5(1), the Borrower shall notify in writing the Loaner thereof.

(4) Where the notice under Article 2-5(3) is given in reply to the Loaner identifying (ii) (a) to extinguish the Loaner's Loan Obligations in its demand pursuant to Article 2-5(1), the Loaner's Loan Obligations shall be extinguished effective upon the delivery date of the aforementioned notice is delivered to the Loaner (the "Date of Extinguishment of the Loan Obligations" in this article).

(5) Where the notice under Article 2-5(3) is given in reply to the Loaner identifying (ii) (b) to terminate this Agreement in its demand pursuant to Article 2-5(1), this Agreement shall be terminated effective on the date on which the aforementioned notice is delivered to the Loaner (the "Date of Termination of the Agreement" in this article). In this case, the Borrower shall perform all of its obligations hereunder to the Loaner in accordance with this Agreement on the fifth Japan Business Day from the Date of Termination of the Agreement. All provisions herein relevant to the performance by Borrower of its obligations to the Loaner shall remain in full force and effect, until and to the extent of the completion by the Borrower of its performance of its obligations.

Chapter ThreeRepresentations and Warranties by the Borrower

Article 3-1Representations and warranties by the Borrower

The Borrower hereby represents and warrants that all matters stipulated in the following paragraphs are nothing but the truth as of the date of execution of this Agreement and each of the Loan Drawdown Dates (except for the matters with respect to the Security Agreement as of the date of execution of this Agreement). In the event that such representations or warranties are found to be untrue at a later date, the Borrower shall immediately notify in writing the Loaner thereof and indemnify and hold harmless the Loaner against all of its losses, expenses, and other damages arising therefrom.

(i) The Borrower is a stock corporation duly incorporated and validly existing under Japanese laws.

(ii) The Borrower has full legal rights and capabilities to execute and perform under the Financing Agreements; Borrower's execution and performance under the Financing Agreements as well as its transactions thereunder are all within the scope of purpose for the incorporation of the Borrower; and the Borrower has completed all procedures required by the Laws, etc., its articles of incorporation, and other internal rules of the Borrower for the execution and performance.

(iii) Borrower's execution and performance under the Financing Agreements as well as its transactions thereunder do not (i) violate any Laws, etc., binding upon the Borrower, (ii) contravene its articles of incorporation, and other internal rules of the Borrower, or (iii) contravene any agreements or contracts with any third parties to which the Borrower is a party or which are binding upon the Borrower or its property.

(iv) Any person who gives one's signature to, or whose name is stated and whose seal of approval is given in the Financing Agreements has been duly granted, through all procedures required by the Laws, etc., its articles of incorporation, and other internal rules of the Borrower, the full power and authority to represent the Borrower and give one's signature to, or whose name is stated and whose seal of approval is given in the Financing Agreements.

(v) The Financing Agreements are lawful, valid, and binding upon the Borrower and is enforceable in accordance with each of their provisions.

(vi) The financial statements and business reports, and their supplementary schedules prescribed by Article 435, paragraph 2 of the Companies Act (Law number 86 of 2005, as amended), the provisional financial statements prescribed by Article 441, paragraph 1 of the Companies Act, and consolidated financial statements prescribed by

Article 441, paragraph 1 of the Companies Act, each prepared by the Borrower (hereinafter referred to as the "Financial Statements, etc.," are accurate by the standards of the generally accepted accounting principles of Japan, are lawfully prepared, appropriately represent the state of assets and liabilities, and the state of financial conditions and the profits of the Borrower as of the date of preparation, and were audited by the auditing firm, which gave its opinion endorsing the appropriateness of such statements and reports.

(vii) Since the closing of the accounts for the Borrower's business year that ended in March, 2015, there have been no changes in the circumstances surrounding the Borrower which represent specific possibilities of an incident that would significantly deteriorate the Borrower's business, property or financial conditions as stated in its Financial Statements, etc., and cause material adverse effects on the Borrower's performance of obligations under the Financing Agreements,

(viii) No litigations, arbitrations, administrative proceedings, or any other disputes that would cause, or pose threats of, the material adverse effects on the performance by the Borrower or the Subject Company of their obligations pursuant to the Financing Agreement have been commenced in relation to the Borrower or the Subject Company and there are no plausible threats of the same.

(ix) No Incidents Causing All Debts Become Due And Payable (as prescribed in this Agreement) or its plausible threats exist.

(x) All information provided by the Borrower to the Loaner is accurate in its material respects, has nothing omitted in its material respects, and does not cause any material misunderstandings.

(xi) There is no Borrower's breach of its obligations under any of the Agreements Relevant to the Acquisition or plausible threats thereof occurring after the Loan Drawdown Date.

(xii) The Borrower's obligations to make payments to the Loaner pursuant to the Financing Agreements rank at least pari passu to all other unsecured debts of the Borrower at present and future in terms of the creditor's rank or right to receive payments, except for prioritized debts based on the general application of law.

(xiii) Neither the Borrower nor the Subject Company is Antisocial Forces or a Person Associated with Antisocial Forces; nor do they engage in or utilize third parties to indirectly engage in the Antisocial Acts.

(xiv) The Subject Company is a wholly owned subsidiary of the Borrower, with all of its voting rights owned by the Borrower

(xv) The Borrower and the Subject Company maintains all permissions, etc., necessary for their operation of the business and comply with all Laws, etc., in their material respects.

Chapter FourObligations of the Borrower

Article 4-1Obligations of the Borrower

(1) The Borrower shall, on the date of executing this Agreement, submit all of the following documents to the Loaner at its costs and responsibility:

(i) The certificate of a seal impression less than three (3) months old as at the date of receipt and valid as of the date of executing this Agreement, for the representative of Borrower whose name is stated and whose seal of approval is given in this Agreement as a signatory;

(ii) The certified copy of commercial registration less than three (3) months old as at the date of issue and valid as of the date of executing this Agreement;

(iii) The certified copy of the articles of incorporation;

(iv) Registration of the seal of approval or signature in a format designated by Loaner; and

(v) A copy of the Acquisition Agreement.

(2) Unless the Borrower obtains a prior written approval of the Loaner, the Borrower shall not provide security for any debts (except for the debts pursuant to the Financing Agreements) owed by itself or any third party, for the period from the date of executing this Agreement until the Borrower performs all of its obligations to Loaner arising from the Financing Agreements; except that either of the following applies and that the Borrower provides a prior written notice to the Loaner that it will provide the security:

(i) The Borrower provides security over the assets it acquires, the funds for which are raised through a loan (including a loan for its refinancing); or

(ii) The Borrower newly acquires an asset over which security interests are created, including the cases where the Borrower acquires the assets over which security interests have already been created in connection with a corporate merger, company split, or sale of business.

To "provide security" means, in this article, to create or reserve the security interests over the assets of the Borrower, excluding statutory lien, retention rights, or other security interests that are naturally established pursuant to the Laws, etc.

(3) The Borrower hereby covenants that, for the period from the date of executing this Agreement until this Agreement is terminated and the Borrower performs to the Loaner all of its obligations arising from the Financing Agreements, it will perform all of the following obligations at its expense and responsibility:

(i) The Borrower will immediately report to the Loaner any Incidents Causing All Debts Become Due And Payable or its plausible threats.

(ii) Where the Borrower prepares its Financial Statements, etc., the Borrower shall submit the copy thereof to the Loaner within three (3) months from the last day of each business year. Such Financial Statements, etc., will be accurate by the standards of the generally accepted accounting principles of Japan, be lawfully prepared, appropriately represent the state of assets and liabilities, financial conditions, and the state of profits of the Borrower as of the date of preparation, and be audited by the auditing firm, which will give its opinion endorsing the appropriateness of such statements.

Where the Borrower discloses its reports, etc., electrically by using the EDINET, an electronic disclosure system for disclosure of such documents as Annual Securities Report pursuant to Financial Instruments and Exchange Act, such disclosure shall be deemed to be the submission stipulated in the previous sentence; provided that the Borrower shall nevertheless submit the copy stipulated in the previous sentence upon request by the Loaner.

(iii) Upon reasonable request by the Loaner, the Borrower will immediately report the status of the property, management or business of the Borrower and its subsidiaries (the meaning of which is given in the regulation

applied to the definition of terms, form and the method of preparation used for financial statements, etc., regardless of whether the Financial Statements, etc., of the Borrower is actually prepared pursuant to such regulation; the same shall apply hereinafter), and provide reasonably necessary convenience to the Loaner.

(iv) The Borrower will immediately report to the Loaner any occurrence of i) an incident which would cause material adverse effects on the property, management, or business of the Borrower or the Subject Company, ii) an incident which specifically threatens to cause such adverse effects by the lapse of time, or iii) commencement, or specific likelihood of the commencement of a litigation, arbitration, administrative proceeding, or any other disputes which would cause or specifically threatens to cause material adverse effects on performance by the Borrower or the Subject Company of their obligations pursuant to the Financing Agreements.

(v) The Borrower will immediately report to the Loaner its discovery that any of its representations or warranties in the Financing Agreements is found to be untrue, or any occurrence of an incident that contravenes such representation or warranty.

(4) The Borrower hereby covenants that, for the period from the date of executing this Agreement until this Agreement is terminated and the Borrower performs all of its obligations to the Loaner arising from the Financing Agreements, it will comply with all of the following items:

(i) The Borrower will not make material changes to its principal business. Nor will it cause the Subject Company to do the same.

(ii) The Borrower will maintain all permissions, etc., necessary for its operation of the business and comply with all Laws, etc., and shall cause the Subject Company to do the same for the operation of its business.

(iii) The Borrower will maintain the percentage of the principal of the Unpaid Loan Dues for the Tranche A-1 and Tranche B-1 in the loan balances of Tranche A and Tranche B at or below sixty percent (60%) respectively;

(iv) The Borrower will ensure that its direct or indirect equity ownership in the Subject Company shall not become less than 100%;

(v) Except as otherwise provided for by the Law, etc., Borrower's repayment of any debt pursuant to the Financing Agreements will rank at least pari passu and in no way subordinate to all other unsecured debts (including the unrecovered portion of secured debts after converting the collateral into cash) of the Borrower;

(vi) There shall be no reorganization, merger, company split, exchange or transfer of shares of the Borrower, or sales of all or substantial part of the Borrower's business or assets to third parties (including the sale thereof for the purpose a sale and leaseback transaction, but excluding the same which is within the scope of the Borrower's ordinary course of business), each of which causes material adverse effects on the Borrower's ability to repay its debts pursuant to the Financing Agreements;

(vii) The Borrower will maintain all of the Settlement Accounts of the Borrower.

(viii) Neither the Borrower nor the Subject Company will become Antisocial Forces or a Person Associated with Antisocial Forces; nor will they engage in or utilize third parties to indirectly engage in the Antisocial Acts, nor will they make the Subject Company to engage in the Antisocial Acts.

(ix) The Borrower will retain its accounting books pertaining to its business, liabilities, and assets, its Financial Statements, and all documents that are considered reasonably necessary for the purpose of generally accepted accounting procedures.

(x) The Borrower shall enter into the Security Agreement as of the Loan Drawdown Date of Tranche A (New York time zone shall also apply for the purpose of this item) and create and perfect the valid and first-priority security interests over the Shares of the Subject Company with the Loaner being the security holder.

(5) The Borrower hereby covenants that, for the period from the date of executing this Agreement until this Agreement is terminated and the Borrower performs all of its obligations to Loaner arising from the Financing Agreements, it will comply with all of the following items:

(i) The Borrower will not record an ordinary loss in its financial statements as at the end of any two (2) consecutive business years, either on a consolidated or nonconsolidated basis.

(ii) The total amount for the section of net assets in the Borrower's consolidated balance sheets for the successive business years after March 31st, 2016 will be no less than the higher of i) seventy-five percent (75%) of the total amount for the section of net assets in the Borrower's consolidated balance sheet as at the end of the Borrower's business year that ended in March 2015, or ii) seventy-five percent (75%) of the total amount for the section of net assets in the Borrower's consolidated balance sheet as at the end of the immediately preceding business year.

(6) The Borrower shall notify in writing the Loaner of any order of provisional attachment, preservative attachment, or attachment imposed on the loan claim in connection with the Loan, immediately after the same is served upon the Borrower, together with the copy thereof. In such notification, the Borrower must also make a phone call to Loaner to confirm the notification has been actually delivered to the Loaner.

(7) The Borrower shall not claim any damages from Loaner for the Borrower's damages, losses, or expenses arising from (a) the fact that Borrower's representation and warranty pursuant to Article 3-1(xiii) is found to be untrue, or (b) the application of Article 5-1 based on the Borrower's breach of Article 4-1(4)(xiii). The Borrower shall indemnify and hold harmless the Loaner from any of the Loaner's damages, losses, or expenses arising from (a) or (b) in the foregoing sentence.

Article 4-2Obligations of the Borrower (Considerations to Society and the Environment)

(1) The Borrower must, by following the instructions given by the Loaner, report to the Loaner the Borrower's measures and the outcome of the Borrower's monitoring activities for the Considerations to Society and the Environment in connection with the operation of the Subject Business. The Borrower shall report to Loaner any of the Borrower's threatened inability, as it comes to the Borrower's knowledge, to comply with any environmental law, regulation, or standards, etc., implemented by the national or local government of the region in which the Subject Business is operated.

(2) In the event that any issue with respect to the Considerations of Society and the Environment arises, the Borrower shall engage in, or shall cause the Subject Company to engage in, a consultation in good faith with the stakeholders of the Subject Business including local residents and regional NGOs.

(3) Where the national or local government of the region in which the Subject Business is operated plays an important role in terms of the Considerations to Society and the Environment, the Borrower shall endeavor to involve such government in concluding arrangements, etc., with respect to Considerations to Society and the Environment.

(4) If it is revealed that the Borrower's failure to provide the Loaner with correct information in connection with the Borrower's report on the Considerations to Society and the Environment causes unfavorable impact to the

environment, the Borrower shall, upon demand by the Loaner, repay all of the Unpaid Loan Dues to the Loaner by the date specified by the Loaner.

(5) The Borrower shall retain certificates etc. and other materials for prima facie proof in connection with this Agreement requested by the Loaner (including copies of the agreement, etc., and proof of remittance in connection with the capital contribution, etc.) and, upon request by the Loaner, submit the copy of the same or ensure that the Loaner is able to confirm the certificates etc. and other materials for prima facie proof requested by the Loaner.

(6) The Borrower shall render its cooperation in connection with the investigation about the Borrower which the Loaner or Japan Bank for International Corporation deems necessary.

Chapter FiveIncidents Causing Acceleration

Article 5-1Incidents Causing Acceleration

(1) In the event that any single item out of (i) through (v) below occurs upon the Borrower, all debts of the Borrower under the Financing Agreements shall naturally and immediately become due and payable, and the Borrower shall, immediately and in accordance with the provisions of the Financing Agreements, repay all amounts of the principal and interests of the Loan, the Settlement Money and any other money which the Borrower has the obligation to pay pursuant to the Financing Agreements, with or without notice or demand from the Loaner. The term "Incidents Causing Acceleration" in this Agreement means each of the items in this Article 5-1(1) and Article 5-1(2).

(i) The payment by the Borrower is suspended, or a petition for the commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings, commencement of special liquidation proceedings, or any other legal insolvency proceedings is filed by or against the Borrower (including such petition filed in countries outside Japan).

(ii) The Borrower passes a resolution for dissolution; a court renders the judgment to dissolve the Borrower; or a court issues an order to dissolve the Borrower.

(iii) The Borrower terminates its business.

(iv) A clearinghouse or densai.net Co., Ltd. imposes the penalty of suspending transactions upon the Borrower, or any other entity that records monetary claims electronically imposes a similar sanction upon the Borrower.

(v) An order or notice of provisional attachment, preservative attachment, or attachment upon the Borrower's deposit claims or other monetary claims to the Loaner (including a similar proceeding in countries outside Japan) is served upon the Borrower.

(2) In the event that any single item out of (i) through (viii) below occurs upon the Borrower or the Subject Company, all debts of the Borrower under the Financing Agreements shall immediately become due and payable with a notice from the Loaner, and the Borrower shall, immediately and in accordance with the provisions in the Financing Agreements, repay all amounts of the principal and interests of the Loan, the Settlement Money and any other money which the Borrower has the obligation to pay pursuant to the Financing Agreements.

(i) The Borrower's performance of the obligations under the Financing Agreements is delayed, in whole or in part.

(ii) The Borrower's representation or warranty under the Financing Agreements is found to be untrue.

(iii) The Borrower commits a material breach of other obligations than items (i) or (ii) above under the Financing Agreements.

(iv) The Borrower's monetary debt other than those pursuant to the Financing Agreements and of which aggregate amount exceeds fifty million Japanese yen (JPY 50,000,000) becomes immediately due and payable, or the Borrower fails to perform its obligation as it becomes due.

(v) A litigation, mediation, arbitration, or administrative proceeding is commenced, a decision of which is reasonably likely to be unfavorable to the Borrower or the Subject Company, and, once such unfavorable decision is given, it is reasonably likely that the decision will cause material adverse effects on the Borrower or the Subject Company.

(vi) Special mediation proceedings are commenced for the Borrower.

(vii) The rank of the security interests created upon the Shares of the Subject Company pursuant to the Security Agreement is not the first priority; the Loaner's rights to such security interests do not satisfy the requirements for being perfected or becomes not perfected; or such security interests become invalid or not effective.

(viii) Except as set forth in items (i) through (vii) above, the state of Borrower's business or property suffers material deterioration so that there is a reasonable need to preserve the Loaner's claims.

(3) In the event of delay attributable to the Borrower in giving the notice of any of the items in Article 5-1(2) above or Borrower's failure to give the same, all debts of the Borrower under the Financing Agreements shall immediately become due and payable, the Borrower shall immediately repay all amounts of the principal and interests of the Loan, the Settlement Money and any other money which the Borrower has the obligation to pay pursuant to the Financing Agreements, and the Loaner's Loan Obligations (if any) shall be extinguished, each of which taking effect on the date on which the Borrower's notice should have normally been delivered to the Loaner.

Chapter SixTermination of the Loan Obligations

Article 6-1Termination of the Loan Obligations

(1) In the event of any of the following incidents, all of the Loaner's Loan Obligations with respect to the relevant Tranche shall be extinguished. The Borrower, in this case shall nevertheless have the obligation to repay, on the Repayment Date (unless the Borrower's debts pursuant to the Financing Agreements become due and immediately payable), the portion of the principal and the interests of the Loan of which Repayment Date is after the date of the said extinguishment. All relevant provisions herein shall survive such extinguishment and be in full force and effect until and to the extent of the Borrower's completion of all of its performance of obligations under the Financing Agreements.

(i) The Loan Drawdown Date has elapsed.

(ii) The Loaner has provided the Loan.

(2) In the event that the execution of and the performance under this Agreement as well as the transactions hereunder violate any Laws, etc., binding upon the Lender, the Lender shall consult with the Borrower and determine necessary courses of actions. In this case, the Borrower may not unreasonably reject the extinguishment of the Loaner's Loan Obligations or the termination of this Agreement.

Chapter SevenProvisions Governing the Repayment of Debts

Article 7-1Performance of obligations by the Borrower

(1) The Borrower shall, for the purpose of repaying its debts hereunder, make the remittance to the Settlement Account of Borrower for each Loan Currency applicable to respective Tranche, (a) no later than the Payment Due Time, for such debts that have the Repayment Date hereunder, or (b) immediately upon demand by the Loaner given to the Borrower, for such debts that do not have the Repayment Date hereunder. In this case, the Borrower's performance of its obligation to the Loaner shall be deemed to have been completed upon the Loaner's withdrawal of the repayment from the Settlement Account of Borrower. The Lender shall do the aforementioned withdrawal (a) by the end of the Payment Due Date, for such debts that have the Repayment Date hereunder, or (b) without undue delay on or after the date of remittance, for such debts that do not have the Repayment Date hereunder.

(2) The Borrower shall grant to the Loaner, and waive its rights to revoke such grant of, the right to withdraw the money from the Settlement Account of Borrower pursuant to Article 7-1(1). The aforementioned withdrawal shall not require any cheque or application for withdrawal issued by the Borrower.

(3) All repayments of the Borrower pursuant to this article shall be applied to, and in the order of, the following items (such order shall be referred to as the "Order of Application"). However, in the event that the Borrower's debts under the Financing Agreements become immediately due and payable, the application and the order shall be separately determined by other provisions herein.

(i) The portion that is required to be paid to third parties in the expenses to be borne by the Borrower pursuant to the Financing Agreements.

(ii) The portion that is incurred by the Loaner on behalf of the Borrower, in the expenses to be borne by the Borrower pursuant to the Financing Agreements.

(iii) the delay charges and Settlement Money

(iv) Interests on Loan

(v) The principal of Loan

(4) If the applied repayment is insufficient for any item in Article 7-1(3) (the first of such item in the order in Article 7-1(3) shall be referred to as "Insufficient Item"), the balance of the repayment amount remaining after its application to the immediately preceding item to the Insufficient Item shall be applied in proportion to the amount of each of payable debts of the Borrower within the Insufficient Item (this method of application shall be hereinafter referred to as "Application Method for the Insufficient Item").

(5) Except as otherwise required by the Laws, etc., the Borrower shall not deduct the Taxes and Government Duties, etc., from the repayment of its debts pursuant to the Financing Agreements. If the Borrower is required to deduct the Taxes and Government Duties, etc., from the repayment of its debts, the Borrower shall add an amount to the repayment so that the amount received by the Loaner net of the Taxes and Government Duties, etc., will be equal to the amount had it not been for such Taxes and Government Duties, etc. In this case, the Borrower shall send the certificate of tax payment issued by the tax authorities of Japan in charge of withholding taxes or any other government authorities directly to the Loaner within thirty (30) days of the date on which the Borrower makes the repayment.

Article 7-2 Set-off

(1) When the Borrower is required to perform its obligations for the Loaner for such reasons as its debt becoming due, its debt becoming immediately due and payable or otherwise, the Loaner may (a) set off its deposit liability and other liabilities to the Borrower (regardless of its due date) against its receivables from the Borrower pursuant to the Financing Agreements, and (b) may, without any prior notice to the Borrower or any prescribed procedures, receive on behalf of the Borrower a repayment of deposits made by the Borrower and then apply such receipt to the unpaid debts owed by the Borrower. The method of manifesting the Loaner's intentions shall be in accordance with the Laws, etc. Interests on the receivables and liabilities, the Settlement Money, and the delay charges for the foregoing set-off or application to the debts shall be calculated for the period ending the date on which such calculation is performed. The interest rates and the rate of charges in such calculation shall be in accordance with the provisions of applicable agreements, or, in the absence of such provisions, be reasonably determined by the Loaner. The exchange rates for foreign currencies shall be reasonably determined by the Loaner based on the market rates on the date of the calculation. In the event that the foregoing set-off or application to the debts is insufficient to extinguish the total amount of debts owed by the Borrower, the Loaner may apply in the order and method as it thinks fit and the Borrower may not object to that application.

(2) The Borrower may set off its receivables from the Loaner against its liabilities to the Loaner hereunder, only if the Repayment Date of the Loan becomes due and it is necessary to preserve such receivables of the Borrower as its deposit claims or other monetary claims with the Loaner become due. In this case, the Borrower shall notify in writing the Loaner of the set-off and promptly submit to the Loaner the certificate or passbook of its deposit claims or other monetary claims by which the set-off is made. Interests on the receivables and liabilities and the amount of delay charges for the foregoing set-off shall be calculated for on the period ending the date on which the notice of set-off is delivered. The interest rates and the rate of charges in such calculation shall be in accordance with the provisions of applicable agreements, or, in the absence of such provisions, be reasonably determined by the Loaner. The exchange rates for foreign currencies shall be reasonably determined by the Loaner based on the market rates on the date of the calculation. In the event that the foregoing set-offs are insufficient to extinguish the total amount of debts owed by the Borrower, the Borrower may apply in the order and method as it thinks fit. However, if the Borrower fails to designate such order or method, the Loaner may apply in the order and method as it thinks fit and the Borrower may not object to that application.

(3) In the event that the set-off herein is performed, the Party performing it shall promptly notify in writing the other party of the details of such set-off. The notifying party shall indemnify the other party against the other party's damages, losses, or expenses caused by the undue delay in giving such notice.

Chapter Eight Articles for the Repayment before Due

Article 8-1 Articles for the voluntary repayment before due

(1) The Borrower, when it plans to repay all or part of the principal of the Loan before the Maturity Date (such repayment shall be hereinafter referred to as the "Repayment before Due"), shall do so in accordance with the procedures set forth in the following paragraphs.

(2) When the Borrower plans the Repayment before Due, it shall, no later than forty-five (45) days before the date of the planned Repayment before Due (such date shall be the Business Day and be referred to as the "Planned Date of

Repayment before Due" in this chapter), notify in writing the Loaner of (a) the Tranche and its amount of principal for the planned Repayment before Due (provided that such amount of the principal shall be fifty million yen (JPY 50,000,000) and above, and be in units of fifty million yen (JPY 50,000,000), for the Loan in Japanese yen; or five hundred thousand U.S. dollars (USD 500,000) and above, and be in units of five hundred thousand U.S. dollars (USD 500,000), for the Loan in U.S. dollars; or the entire amount of the Unpaid Loan Dues in the Loan for which the Repayment before Due is planned), (b) the Borrower's intention to pay the full amount of interest which will accrue on the amount of principal for which the Repayment before Due is planned in the period from (and including) the Drawdown Date of the Loan to (and including) the Planned Date of Repayment before Due (such amount of interest shall be referred to as the "Transitional Interest" in this chapter and the calculation method of the Transitional Interest shall be in accordance with the method of calculating the amount of ordinary interest as provided herein), and (c) the Planned Date of Repayment before Due.

(3) In performing the Repayment before Due for Tranche A or Tranche B pursuant to Article 8-1(2), the Borrower will maintain the percentage of the balance of the principal of the Unpaid Loan Dues after the Repayment before Due with respect to the Tranche A-1 and Tranche B-1 in the loan balance of Tranche A and Tranche B at or below sixty percent (60%) respectively.

(4) The Loaner shall make its judgment as to whether or not it accepts the Repayment before Due and notify the Borrower of such judgment no later than thirty (30) days before the requested Date of Repayment before Due.

(5) If the Repayment before Due is accepted in accordance with Article 8-1(4), the Lender shall notify the Borrower of the Settlement Money no later than two (2) Business Days before the Planned Date of Repayment before Due. The Borrower shall pay the principal of the Loan, and the aggregate amount of the Transitional Interest and the Settlement Money subject to the Repayment before Due on the Planned Date of Repayment before Due.

(6) In the event that any Repayment before Due made pursuant to this article represents a portion of the principal of the Loan, such repayment shall be applied first to the principal of the applicable Loan that falls due the latest of all others.

Article 8-2Articles for the mandatory repayment before due

(1) In the event that any of the incidents described in the following items occurs after the Loan Drawdown Date (such incident shall be referred to as the "Incident Causing the Mandatory Repayment before Due"), the Borrower must repay all or part of the principal of the Loan before its due date, in an amount and by the date stipulated below (such repayment shall be referred to as the “Mandatory Repayment before Due” and such date shall be hereinafter referred to as the "Due Date for Mandatory Repayment before Due"). All amounts in item (i) below and all pro-rated amounts in items (ii) and (iii) below shall be adjusted so that each of them will be in units of one hundred thousand yen (JPY 100,000) or one thousand U.S. dollars (USD 1,000).

(i) In the event that the percentage of the principal of the Unpaid Loan Dues with respect to the Tranche A-1 or Tranche B-1 in the loan balance of Tranche A or Tranche B becomes, respectively, more than sixty percent (60%), the Borrower shall, immediately (but in any event within ten (10) days of the date on which such incident occurs) and before the due date, repay to the Loaner the principal, the Transitional Interest and the Settlement Money of the Loan with respect to the excess amount in the applicable Tranche.

(ii) In the event that Borrower issues its shares (only when its considerations are paid in money; for the avoidance of doubt, this issuance excludes the share subscription warrants) and only upon request by the Loaner, the Borrower

shall, immediately after the receipt of the proceeds from the issue (but in any event within ten (10) days of the date on which such incident occurs), remit, as the Repayment before Due, fifty percent (50%) (or such percentage above fifty percent (50%) as agreed upon by the Borrower and the Loaner as the result of a negotiation in good faith) of the amount of the proceeds net of the reasonable expenses and Taxes and Government Duties in connection with the proceeds, to the Settlement Account of Borrower with respect to the relevant Tranche. The amount of the Repayment before Due for each of the Tranches shall be calculated in proportion to the amount of principal in the respective Unpaid Loan Dues.

(iii) In the event that Subject Company transfers all or substantially all of the Subject Business to third parties (except for the Borrower or its subsidiaries) by means of sale or other disposals, the Borrower shall, on the date of the receipt of the proceeds from the transfer, remit, as the Repayment before Due, one hundred percent (100%) of the amount of the proceeds from the transfer net of reasonable expenses and Taxes and Government Duties in connection with said transfer, to the Settlement Account of Borrower for the applicable currency with respect to the relevant Tranche. The amount of Repayment before Due for each of the Tranches shall be calculated in proportion to the amount of principal in the respective Unpaid Loan Dues.

(2) In the event of the Mandatory Repayment before Due in accordance with Article 8-2(1), the Borrower shall, no later than five (5) Business Days before the date on which the Mandatory Repayment before Due is made (hereinafter referred to as the "Planned Date of Mandatory Repayment before Due"), notify in writing the Loaner of (a) its intention to make the Mandatory Repayment before Due, (b) the amount of the principal of the Loan for which the Mandatory Repayment before Due is planned, (c) the Borrower's intention to repay the aggregate of the full amount of the interest accruing for the period until (and including) the Planned Date of Mandatory Repayment before Due and the Settlement Money, each with respect to the principal for the Mandatory Repayment before Due, and (d) the Planned Date of Repayment before Due.

(3) In the event that any Repayment before Due made pursuant to this article represents a portion of the principal of the Loan, such repayment shall be applied first to the principal of the Loan that falls due the latest of all others.

Chapter NineOther Provisions

Article 9-1Collections, etc., from third parties

(1) Unless the Loaner gives its prior written acceptance, no repayments by any third parties other than the Borrower shall be accepted with respect to the Borrower's debts under the Financing Agreements.

(2) Unless the Loaner gives its prior written acceptance,

the Borrower shall not, after the date of execution of this Agreement, engage any third party to provide its guarantee (including a real guarantee) over the Borrower's debts pursuant to the Financing Agreements, or assign any debts pursuant to the Financing Agreements to any third party.

(3) Where the Loaner enters into a guarantee agreement (including a real guarantee) or a debt assumption agreement with a third party not commissioned by the Borrower with respect to the Borrower's debts pursuant to the Financing Agreements, the Loaner shall be required to obtain the prior written consent of the third party that;

(i) the third party will assume the same obligations as the Loaner has towards the Borrower pursuant to the right of indemnification or Financing Agreements, in connection with the third party's exercise of (a) the rights of the third party to demand performance by the Borrower acquired through the third party's performance of obligations under the aforementioned debt assumption agreement, and (b) its claim rights under the Financing Agreements;

(ii) the third party will be bound by each provision of this Agreement;

(iii) the third party is a corporation having its place of business in Japan (i.e. it has its head office, branch office or sales office having registered itself in Japan pursuant to the laws of Japan) and not a subsidiary, etc., of the Borrower, and the Borrower is not a subsidiary of such third party;

(iv) the amount of claim rights regarding the Loan that the third party may acquire through subrogation shall be one hundred million yen (JPY 100,000,000) and above, or one million U.S. dollars (USD 1,000,000) and above; and

(v) no withholding tax, etc., which will increase the amount of interest to be paid by the Borrower to such third party shall be imposed on the aforementioned subrogation.

Where the subrogation of the loan claims to a third party under the Financing Agreements takes place pursuant to item (i) above, all expenses incurred for such subrogation shall be borne by such third party.

Article 9-2Assignment

(1) Unless the Loaner gives its prior written acceptance, the Borrower may not assign its status, rights, or obligations under this Agreement to any third parties.

(2) Subject to the Borrower's prior written acceptance and the satisfaction of all of the requirements set forth in the following items, and except for the assignment of the loan claims as separately set forth herein, the Loaner may, until its provision of the Loan, assign its status and its associated rights or obligations under this Agreement, in whole or in part, to any third parties , provided, however, that this shall not apply when special provisions exist in this agreement pertaining to the assignment of the loan claims. The Loaner assigning as such shall be hereinafter referred to as the "Assignor" and the person to whom the Assignor assigns shall be hereinafter referred to as the "Assignee.”

(i) In the case of a partial assignment of this Agreement, the Assignor and the Assignee shall jointly be the Loaner hereunder and be bound by the provisions of this Agreement on and after the date of such assignment, and the Amount of Loan Proceeds provided by the Assignor before the assignment (referred to as "Amount of Loan Proceeds before Assignment" in this paragraph) shall be reduced by the amount separately agreed by the Assignor and the Assignee (referred to as the "Reduction Amount" in this paragraph).

(ii) The Assignee is a corporation having its place of business in Japan (i.e. it has its head office, branch office or sales office having registered itself in Japan pursuant to the laws of Japan).

(iii) In case of a partial assignment of this Agreement, (a) the Reduction Amount and (b) the amount calculated by deducting the Reduction Amount from the Amount of Loan Proceeds before Assignment will one hundred million yen (JPY 100,000,000) and above, or one million U.S. dollars (USD 1,000,000) and above.

(iv) No withholding tax, etc., which will increase the amount of interest to be paid by the Borrower to the Assignee shall be imposed on the aforementioned assignment.

(3) All expenses, etc., incurred for the assignment pursuant to Article 9-2(2) above shall be borne by the Assignor or Assignee; provided that the Increased Expenses occurring upon the Assignee after the assignment shall be governed by the provisions herein with respect to the Increased Expenses.

Article 9-3Assignment after the provision of the Loan

(1) Except as otherwise provided for herein and subject to the satisfaction of all of the requirements set forth in the following items, the Loaner may assign its loan claims. The Assignor and the Assignee shall, immediately following the date of such assignment, satisfy all requirements for perfecting such assignment against third parties and debtors. Upon assignment of the loan claims pursuant to this paragraph, all rights associated with the assigned loan claims of the Assignor hereunder shall be transferred to the Assignee; and the Assignee shall have undertaken all obligations associated with the assigned loan claims of the Assignor. The Borrower shall accept in advance such transfer of rights to the Assignee and such undertaking of obligations by the Assignee. The Assignee shall be deemed to be the Loaner in this case, in terms of the application of the provisions herein relevant to such loan claims.

(i) The Assignee will be bound by each of the provisions herein relevant to the loan claims which are assigned to the Assignee (the Assignee shall not have the Loan Obligations).

(ii) The Assignee is a corporation having its place of business in Japan (i.e. it has its head office, branch office or sales office having registered itself in Japan pursuant to the laws of Japan).

(iii) If the loan claims are split as they are assigned, the amount of each loan claims after the split will be one hundred million yen (JPY 100,000,000) and above, or one million U.S. dollars (USD 1,000,000) and above.

(iv) no withholding tax, etc., which will increase the amount of interest to be paid by the Borrower to the assignee shall be imposed on the aforementioned assignment.

(2) All expenses, etc., incurred for the assignment pursuant to Article 9-3(1) above shall be borne by the Assignor or Assignee. The Increased Expenses occurring after the assignment shall be governed by the provisions herein with respect to the Increased Expenses.

Article 9-4General provisions

(1) Disclosure of Information

(i) Neither the Loaner nor the Borrower shall, before and after the complete repayment of all debts hereunder, disclose or divulge to third parties the contents of the Financing Agreements or other Party's confidential information that it learned in connection with the transactions contemplated by the Financing Agreements. Nor shall the Parties use the aforementioned contents or confidential information for any purposes except for the purpose in connection with the Financing Agreements or of the credit examination or credit administration by the Loaner. The obligations stipulated in the preceding sentences in this paragraph shall not apply to any information (i) which has become publicly known, (ii) lawfully obtained from third parties without confidentiality obligations, (iii) disclosed pursuant to the requirement by law, government agencies, or self-regulatory bodies (including the financial instruments exchange and Japan Securities Dealers' Association), (iv) disclosed to attorneys at law, judicial scriveners, certified public accountants, licensed tax accountants, et al., (v) disclosed by the Loaner or Borrower to its respective affiliated companies, (vi) disclosed by the Borrower to the Seller, (vii) disclosed for the

purpose of performing under, or incidental to or in connection with, the agreement with Japan Bank for International Corporation, or (viii) disclosed to the extent reasonably necessary for the transactions contemplated by the Financing Agreements and the Agreement Relevant to the Acquisition. The permitted disclosures of personal information shall nevertheless be limited to the extent permitted for disclosure by law.

(ii) The Borrower shall not object to the Loaner disclosing any information relating to the Financing Agreements to the assigns (including the Assignee), guarantors, persons assuming debts, purchasers of a participation benefit, or any persons who are considering the an assignment, guarantee, assumption of debts, or purchase of participation benefit (including the persons acting as a broker with respect to such transactions), each in connection with (a) the assignment of contractual status or of loan claims pursuant to the Financing Agreements, (b) the execution of a guarantee agreement (including a real guarantee) or a debt assumption agreement not commissioned by the Borrower with respect to the Borrower's debts pursuant to the Financing Agreements, or (c) the sale of a participation benefit in connection with the loan claims hereunder (including, but not limited to, the loan participation and self-settled trust); provided that the Loaner shall impose confidentiality obligations on the person(s) receiving the information. If the Loaner elects to disclose the information relating to the Financing Agreements in accordance with this item, the Loaner shall inform the Borrower of such fact, promptly after it imposes the confidentiality obligations on such person. The "information relating to the Financing Agreements" in this paragraph means any information about the credit worthiness of the Borrower obtained in connection with the Financing Agreements, information about the contents of the Financing Agreements and any other accompanying information, and contents of the loan claims which is the subject of transaction and any other accompanying information, but excluding any information about the creditworthiness of the Borrower obtained in connection with agreements other than the Financing Agreements.

(2) Delay charges

In the event that the Borrower delays its performance of obligations to the Loaner hereunder, the Borrower shall pay the delay charges immediately after the demand therefor from the Loaner pursuant to this Agreement. The aforementioned delay charges shall be calculated by multiplying the amount corresponding to the delayed performance of obligation (such delayed performance shall be referred to as the "Delayed Performance") by the interest rate of fourteen percent (14%) per annum as applied to the period from (and including) the date on which the Delayed Performance should have been performed to (and including) the date on which all of the Delayed Performance are performed, based on the pro-rated calculation by the number of days elapsed (including the first day of the period but excluding the last), with the division being done finally, and the amount less than one (1) yen or 0.01 U.S. dollars being rounded down.

(3) Expenses, and Taxes and Government Duties, etc.

(i) All reasonable expenses (including the reasonable extent of attorney fees) incurred for the Financing Agreements, and the preparation, modification, and amendment of the term sheet with respect to the Financing Agreements shall be borne by the Borrower. Immediately after the demand for payment by the Loaner and subject to the consummation of the Acquisition, the Borrower shall pay the aforementioned expenses to the Loaner pursuant to this Agreement.

(ii) All expenses (including attorney fees) incurred by the Loaner for its retention and exercise of its rights or performance of its obligation pursuant to the Financing Agreements shall be borne by the Borrower. The Loaner shall promptly notify the Borrower of such expenses as it incurs. Where the Loaner bears such expenses on behalf of the Borrower, the Borrower shall reimburse such expenses to the Loaner pursuant to this Agreement, immediately after the Loaner demands such reimbursement.

(iii) All stamp duties and other similar Taxes and Government Duties, etc., incurred for the preparation, modification, and enforcement, etc., of the Financing Agreements and other relevant documents shall be borne by the Borrower. Where the Loaner bares such expenses on behalf of the Borrower, the Borrower shall reimburse such expenses to the Loaner pursuant to this Agreement, immediately after the Loaner demands such reimbursement.

(4) Amendments to this Agreement

No amendments to this Agreement may be made except by the written agreement by the Loaner and the Borrower.

(5) Assumption of risk, disclaimer, compensation, and indemnification

(i) In the event that any documents submitted by the Borrower to the Loaner is lost, destroyed, or damaged due to such uncontrollable incidents as social uprising or natural disaster, the Borrower shall, after consultation with the Loaner, perform its obligations hereunder based on the accounting books, vouchers, and other records retained by the Loaner. Upon request by the Loaner, the Borrower shall promptly prepare and submit the replacing documents to the LoanerLoaner.

(ii) The Borrower shall indemnify the Loaner against damages, losses, or expenses etc. incurred by the Loaner caused by an incident of the forged, altered, or stolen seal of the Borrower's approval occurring in the course of the Loaner's transactions pursuant to this Agreement where the Loaner used its due care in verifying and authenticating the impression of the seal of approval by the Borrower's representative and its agent against another impression of the seal of approval which the Borrower had previously registered with the Loaner.

(iii) The Borrower shall indemnify the damages, losses, or expenses, etc., incurred by the Loaner caused by the Borrower's breach of the provisions herein. The Loaner shall promptly notify the Borrower of such damages, losses, or expenses, etc.

(iv) In addition to Article 9-4(5)(iii) above, the Borrower shall indemnify the Loaner and its affiliated companies as well as their directors, officers, employees and agents (hereinafter referred to as the "Indemnified Party") against their expenses and liabilities (including attorney's fees) arising from or in connection with the demand, litigation, or other proceedings (regardless of whether the Indemnified Party is a party thereto; or any third party, the Borrower or its related parties initiated such demand, litigation, or other proceedings) relevant to the transactions contemplated by the Financing Agreements; except for such expenses and liabilities caused by or based on the willful misconduct, gross negligence, or material breach of this Agreement by the Indemnified Party.

(6) Severability

If any part of the provisions of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of other provisions of this Agreement shall in no way be impaired or affected thereby.

(7) Calculations

Except as otherwise expressly stipulated herein, all calculations in this Agreement shall use a pro-rated calculation based on a number of days that includes the first day of the applicable period but excluding the last, with the division being done finally, and the amount less than one (1) yen or 0.01 U.S. dollars being rounded down.

(8) Preparation of a notarized deed

Upon request by the Loaner at any time, the Borrower shall follow necessary procedures to commission a notary public to issue a notarized deed authenticating the obligations contained herein and acknowledging the enforceability of a compulsory execution.

(9) Non-waiver of rights

No failure or delay by the Loaner in exercising its rights, in whole or in part, prescribed in this Agreement shall, under any circumstances, be construed as a waiver of such rights by the Loaner or a release or reduction of the Borrower's obligation, or give any effects to the rights or obligations of the Loaner.

(10) A bank transaction agreement, etc., not applicable

A bank transaction agreement, if any, separately submitted by the Borrower to the Loaner or separately entered into between the Borrower and the Loaner shall not apply to this Agreement or any transactions hereunder.

(11) Governing law and jurisdiction

This Agreement shall be governed by the laws of Japan. Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the Tokyo District Court.

(12) Language

This Agreement shall be executed in Japanese, which shall constitute the only authentic agreement.

(13) Mutual consultation

In the event of any matter not provided for herein, or questions or doubts about the interpretation of this Agreement, the Borrower and the Loaner shall mutually consult and determine the course of action.

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IN WITNESS WHEREOF, the parties hereto have prepared one original document of this Agreement to be executed by their representative or his/her agent by affixing their names in print and their seals of approval, the executed original document of which shall be retained by the Loaner for itself and for the Borrower.

November 30, 2015

The Borrower: UBIC, Inc.

UBIC, Inc.

Meisan Takahama Building, 2-12-23, Konan, Minato-ku, Tokyo,

108-0075 Japan

Representative Director Masahiro Morimoto [Seal of Approval]

Annex 1

Contact Address of the Parties and Methods of Notification

1. The Borrower

The Borrower and its name of department

Address

Telephone number /

Facsimile number

UBIC, Inc.

Treasury Division

(Postal Code: 108-0075)

7th Floor, Meisan Takahama Building, 2-12-23, Konan, Minato-ku, Tokyo, Japan

+81-3-5463-6344

+81-3-5463-6345

2. The Loaner

The Loaner and its name of department

Address

Telephone number /

Facsimile number

Sumitomo Mitsui Banking Corporation

Gotanda Corporate Banking Department

(Postal Code: 141-0022)

1-14-10, Higashi Gotanda, Shinagawa-ku, Tokyo, Japan

+81-3-3442- 7914

+81-3-3443-6617

3. Methods of notification

(1) All notices hereunder shall be in writing, expressly state such notice is given pursuant to this Agreement, be delivered to the address which the other Party being the receiving Party specifies herein, and use one of the methods specified as follows:

(i) by a delivery by hand and in person

(ii) by a registered postal mail or courier service

(iii) by a facsimile transmission; provided that notice of any of the following sent by a facsimile transmission must accompany its authenticated copy delivered to the receiving Party using the method of (i) or (ii) above after each transmission:

(a) notice by the Borrower of the Planned Repayment before Due;

(b) notice given by the Borrower to the Loaner hereunder that an order of provisional attachment, preservative attachment, or attachment imposed on the loan claim is served upon the Borrower;

(c) registration of the impression of the seal of approval or authorized signature in a format specified by the Loaner; or

(d) any other notices, a delivery of the authenticated copy of which is reasonably requested by the receiving Party.

Each Party hereto may change its contact address by giving the notice of the change of the contact address to the other Party.

(2) Each notice stipulated in the above paragraph (3) shall be deemed to have been effectively delivered at a time when (i) the receipt is confirmed, for the facsimile transmission, and (ii) the applicable document is actually received, for the other methods.

4. Changes to the matters having been submitted

(1) The Borrower shall give prompt written notice to the Loaner of any changes to its trade name, the name of its representative, its agents, its authorized signature, the impression of its seal of approval, its address, and any other matters it has submitted to the Loaner. The Loaner shall give prompt written notice to the Borrower of any of the aforementioned matters.

(2) In the event of a failure or delay of the notification set forth above, such notice shall be deemed to have been delivered at a time when it would normally be delivered.

Annex 2

Table of Repayment Schedule of the Principal, Table of Interest Payment Schedule

The following shall apply to each Tranche.

1. Repayment Schedule of the Principal of the Loan

(1) Tranche A

	Repayment Date of the Principal	Amount of Principal due for Repayment
The first repayment	June 24, 2016	Five percent (5%) of the total amount of principal in the Unpaid Loan Dues as at the Loan Drawdown Date
The second repayment	December 24, 2016	Five percent (5%) of the total amount of principal in the Unpaid Loan Dues as at the Loan Drawdown Date
The third repayment	June 24, 2017	Five percent (5%) of the total amount of principal in the Unpaid Loan Dues as at the Loan Drawdown Date
The fourth repayment	December 24, 2017	Five percent (5%) of the total amount of principal in the Unpaid Loan Dues as at the Loan Drawdown Date
The fifth repayment	June 24, 2018	Five percent (5%) of the total amount of principal in the Unpaid Loan Dues as at the Loan Drawdown Date
The sixth repayment	December 24, 2018	Five percent (5%) of the total amount of principal in the Unpaid Loan Dues as at the Loan Drawdown Date
The seventh repayment	June 24, 2019	Five percent (5%) of the total amount of principal in the Unpaid Loan Dues as at the Loan Drawdown Date
The eighth repayment	December 24, 2019	Five percent (5%) of the total amount of principal in the Unpaid Loan Dues as at the Loan Drawdown Date
The ninth repayment	June 24, 2020	Five percent (5%) of the total amount of principal in the Unpaid Loan Dues as at the Loan Drawdown Date
The tenth and the final repayment (Maturity Date)	December 24, 2020	The entire amount of the principal in the Unpaid Loan Dues in connection with Tranche A

(2) Tranche B

	Repayment Date of the Principal	Amount of Principal due for Repayment
The first repayment	December 24, 2016	Five percent (5%) of the total amount of principal in the Unpaid Loan Dues as at the Loan Drawdown Date

The second repayment	June 24, 2017	Five percent (5%) of the total amount of principal in the Unpaid Loan Dues as at the Loan Drawdown Date
The third repayment	December 24, 2017	Five percent (5%) of the total amount of principal in the Unpaid Loan Dues as at the Loan Drawdown Date
The fourth repayment	June 24, 2018	Five percent (5%) of the total amount of principal in the Unpaid Loan Dues as at the Loan Drawdown Date
The fifth repayment	December 24, 2018	Five percent (5%) of the total amount of principal in the Unpaid Loan Dues as at the Loan Drawdown Date
The sixth repayment	June 24, 2019	Five percent (5%) of the total amount of principal in the Unpaid Loan Dues as at the Loan Drawdown Date
The seventh repayment	December 24, 2019	Five percent (5%) of the total amount of principal in the Unpaid Loan Dues as at the Loan Drawdown Date
The eighth repayment	June 24, 2020	Five percent (5%) of the total amount of principal in the Unpaid Loan Dues as at the Loan Drawdown Date
The ninth and the final repayment (Maturity Date)	December 24, 2020	The entire amount of the principal in the Unpaid Loan Dues in connection with Tranche B

2. Interest Payment Schedule of the Loan

(1) Tranche A

	Interest Payment Date
The first payment	June 24, 2016
From the second payment to the payment immediately preceding the final payment	The same day of the month (before applying the treatment of holidays) as the immediately preceding Interest Payment Date, in the month which is six months from (and including) the month that includes the immediately preceding Interest Payment Date.
The final payment	The Maturity Date for Tranche A

(2) Tranche B

	Interest Payment Date
The first payment	December 24, 2016