Stamp

by Ubic
July 30th, 2015

Exhibit 4.20

 

 



 

 



 

 



 

 



 

 



 

 



 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

1

 

STAMP

 

200 YEN

 

2

 

(Distribution Channels Term Loan (Scheme [1]))

 

(Retention: 10 years after completion of the transaction)

 

3

 

BANK TO COMPLETE THIS SECTION

 

4

 

Reviewed

 

Implemented

 

Seal impression verified

 

5

 

Agreement (for Term Loan) for Transaction of Distribution Channels

 

February 5, 2015

 

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

 

FIRST PARTY (Borrower)

 

 

Address:

Meisan Takahama Building 7F, 2-12-23 Kounan, Minato-ku, Tokyo 108-0075, Japan

 

 

Name:

UBIC, Inc.

 

Masahiro Morimoto, CEO and Chairman of the Board

 

The First Party confirms and accepts the following provisions (hereinafter referred to as the “Agreement”) concerning the transaction of its distribution channels (for term loan) with The Bank of Tokyo-Mitsubishi UFJ, Ltd (hereinafter referred to as the “Second Party”). The provisions related to Approved Trade Debtors as set forth herein shall apply only if such Approved Trade Debtors are specified in the Appendix hereto. Further, the First Party shall comply with the provisions of a Loan on Deed Agreement (as defined in the Attachment hereto) upon which the Second Party shall act as a lender. For the avoidance of doubt, the First Party acknowledges that the execution by the Second Party of this Agreement does not constitute a promise that it will undertake a new loan on deed or

 



 

any other loan.

 

Provisions

 

Article 1 (Transaction of Distribution Channels)

 

The Second Party shall deliver to the First Party a Notice of Amount of Credit Results pursuant to Paragraph 2 of the next Article, and shall, with respect to Approved Receivables as defined in Article 3, Paragraph 1, provide to the Frist Party data (including percentages of major trade debtors, status of variance, etc.) on credits to the Credit Collection Account as defined in Article 4, and other data (hereinafter referred to as “Accounts Receivable-Related Information”).

 

Article 2 (Arrangement for Amount of Credit Results, etc.)

 

1. With regard to each loan made under a Loan on Deed Agreement (hereinafter referred to as the “Borrowing”), the Second Party shall, at the end of each moth (if the day is not a bank business day, the preceding bank business day prior thereto; provided that the first reference date shall be March 31, 2015; each such day hereinafter referred to as a “Reference Date”), determine if the outstanding balance of the Borrowing as of the end of the preceding calendar month prior to the month in which the Reference Date falls is less than an amount calculated on a monthly basis using the means set forth below (hereinafter referred to as an “Amount of Credit Results”).

 

With respect to each month in which a Reference Date falls (hereinafter referred to as “Calculation Month”), an Amount of Credit Results shall be the Approved Amount of Accounts Receivable as calculated pursuant to Article 2, Paragraph 2 for Approved Receivables (as defined in Article 3, Paragraph 1), as multiplied by the Assessment Rate (a fraction of one yen shall be disregarded; the same shall apply hereafter), which is credited to the Credit Collection Account (as defined in Article 4) established for the Second Party during a Calculation Reference Period (as defined in the Attachment hereto) relating to such Calculation Month.

 

2. An Amount of Credit Results shall be calculated by the Second Party in each Calculation Month, and when the Second Party delivers its designated Notice of Amount of Credit Results to the First Party in a manner of delivery as prescribed by the Second Party (either by simple registered post offered by Japan Post Service Co, Ltd. or by personal delivery by the Second Party to the First Party, as the Second Party may elect in each case) no later than the 20th day of that Calculation Month (if the day is not a bank business day, the next bank business day thereafter; each such day hereinafter referred to as a “Effective Date of Calculation”), such amount shall become final after the Effective Date of Calculation (the term “deliver” as used in this Agreement shall be construed to refer to the

 



 

making of a delivery according to either of the delivery methods as set forth above). In the event of any modification to this Agreement, an Amount of Credit Results shall be calculated by the Second Party based on the changed terms, and shall become final when the Second Party delivers its designated Notice of Amount of Credit Results to the First Party no later than a relevant date of modification or the Effective Date of Calculation of the month in which the date of modification falls. An Amount of Credit Results as so modified shall apply as of the first Reference Date that occurs after the date of modification

 

3. The Second Party may, upon notice to the First Party, modify the Assessment Rate or any of approved trade debtors as listed in the Appendix hereto (hereinafter referred to as “Approved Trade Debtors”) (including any modification which is intended not to cover certain Approved Trade Debtors), in which case the terms as so modified shall apply as of the first Reference Date that occurs after the date of notice of such modification.

 

4. If, with respect to a Reference Date, the Second Party determines that an Amount of Credit Results calculated pursuant to Paragraph 1 of this Article is less than the outstanding balance of the Borrowing as of the end of the preceding calendar month prior to the month in which the Reference Date falls, interest applicable to the Borrowing for the period from (and including) the next day after the first date of interest payment occurring on or after the Reference Date to (and including) the next date of interest payment shall be increased to that rate as prescribed in the Attachment hereto (hereinafter referred to as “Increased Interest”).

 

5. If there is any provision in the Attachment hereto that sets forth a Special Period for Amount of Credit Results, the preceding Paragraph shall not apply with respect to any Reference Date(s) which falls within such period.

 

Article 3 (Approved Receivables)

 

1. The term “Approved Receivables” shall mean those receivables as approved by the Second Party which meet all of the following conditions; provided that any receivables for which payments are collected in the name of remitters listed as Excluded Trade Debtor in the Appendix shall in no event be considered “Approved Receivables”:

 

[1] Receivables which accrues in the First Party’s ordinary course of business;

 

[2] for which payments are collected to the Credit Collection Account as defined in Article 4; and

 

[3] which are not transferred to any other person, or mortgaged, pledged or otherwise used as collateral.

 



 

2. In relation to all Approved Receivables, the term “Approved Amount of Accounts Receivable” shall be the sum of the amounts collected on Approved Receivables for a Calculation Reference Period relating to each Calculation Month; provided that except to the extent that payments are collected in the name of remitters listed as Approved Trade Debtor in the Attachment hereto, if the amounts collected on Approved Receivables in the name of the same remitter exceed the sum of the amounts of all Approved Receivables for such Calculation Reference Period as multiplied by five (5) percent, an Approved Amount of Accounts Receivable on Approved Receivables for the remitter shall be calculated with such excess amount deducted.

 

3. Upon request by the Second Party, the First Party shall, without delay, provide to the Second Party written proof of Approved Receivables (including, without limitation, notes of payment, invoices and statements of delivery)

 

Article 4 (Credit Collection Account)

 

1. The Credit Collection Account shall be as set forth in the Attachment hereto.

 

2. The First Party shall take necessary actions to require all Approved Trade Debtors to make their payments by transfer of funds to the Credit Collection Account.

 

3. When any amount owed by the First Party to the Second Party becomes due, or otherwise as the Second Party deems necessary, the Second Party shall be entitled to apply in its designated manner all or any part of the balance on the Credit Collection Account for repayment of any amount owed to it by the First Party.

 

4. In debiting the Credit Collection Account pursuant to the preceding Paragraph, it shall not be necessary for the First Party to submit to the Second Party its deposit book or deposit repayment claim form or to draw a current account check or other check.

 

Article 5 (Term of Agreement)

 

This Agreement shall expire on the Expiration Date (as defined in the Attachment hereto).

 

Article 6 (Compliance Provisions)

 

1. As long as any amount owed to the Second Party by the First Party under a Loan on Deed Agreement and this Agreement remains outstanding, the First Party shall comply with applicable compliance provisions, if any, of the Attachment hereto.

 



 

2. Any violation by the First Party of any of these applicable compliance provisions of the Attachment hereto shall be treated in accordance with the Attachment hereto.

 

Article 7 (Failure to Perform Obligation)

 

If the First Party fails to perform any of its obligations under a Loan on Deed Agreement or this Agreement (other than those obligations arising in connection with applicable compliance provisions, if any, of the Attachment hereto), the First Party shall, upon request by the Second Party, forfeit the benefit of time for all amounts owed by it to the Second Party, and this Agreement shall terminate and the First Party shall repay all such amounts to the Second Party immediately.

 

Article 8 (Submission of Financial Information)

 

1. The First Party shall submit to the Second Party the First Party’s balance sheet, statement of income and other financial statements as requested by the Second Party within three (3) months of the First Party’s closing date.

 

2. The First Party shall submit any other financial statements of the First Party as requested by the Second Party without delay.

 

Article 9 (Fee)

 

1. In consideration for the establishment by the Second Party of the scheme under this Agreement (including the provision of Accounts Receivable-Related Information and associated Notices of Amount of Credit Results; hereinafter referred to as the “Scheme”) relating to a Loan on Deed Agreement entered into as of the date of this Agreement, and for services provided by the Second Party under the Scheme, the First Party shall, on the date of execution of this Agreement, pay to the Second Party the fee as set forth in the Attachment hereto (hereinafter referred to as the “Fee for Transaction of Distribution Channels”) in the Second Party’s designated manner.

 

2. The First Party acknowledges that it will pay the Fee for Transaction of Distribution Channels in consideration for the establishment of the Scheme and services provided by the Second Party under the Scheme, and understands that it shall not be entitled by reason of earlier termination of this Agreement or otherwise to claim refund from the Second Party of all or any part of the Fee for Transaction of Distribution Channels paid by the First Party hereunder.

 

3. Notwithstanding the foregoing, upon expiration or termination of a Loan on Deed Agreement and this Agreement, and if, with respect to the fee paid to the Second Party by the First Party as set forth above, the actual interest rate calculated by the Second Party based on the Interest Rate Restriction

 



 

Act and other interest restriction and similar laws exceeds the maximum rate as permitted by these laws, the Second Party will at its discretion refund to the First Party any such excess (in an amount as calculated by the Second Party in its prescribed manner). Further, the Second Party shall refund all or any part (in an amount as calculated by the Second Party in its prescribed manner) of the fee as set forth above if it violates or is likely to violate any law or regulation or otherwise as it deems necessary.

 

Article 10 (Payment of Expenses)

 

The First Party shall bear all expenses (including legal fees) incurred in executing or making a change or modification to this Agreement, any expenses (including legal fees) incurred in the establishment or enforcement of rights or performance of obligations by the Second Party under this Agreement, and any stamp and similar taxes and duties imposed in connection with this Agreement unless otherwise required by law or regulation, and if the Second Party pays any such expense on behalf of the First Party, the First Party shall, immediately upon demand by the Second Party, reimburse the Second Party therefor.

 

Article 11 (Confidentiality)

 

The First Party shall maintain in confidence any and all matters concerning this Agreement and the Borrowing, and shall not disclose the same to any third party except as may be necessary to exercise its rights under this Agreement.

 

Article 12 (Amendment to Agreement, etc.)

 

1. The First Party and the Second Party may amend any of the provisions of this Agreement upon agreement in writing between the parties.

 

2. If any change occurs to the content of Approved Trade Debtors or Excluded Trade Debtors listed in the Appendix hereto (including, without limitation, company names, and representative names), the First Party shall notify the Second Party promptly thereof.

 

3. Notwithstanding Paragraph 1 of this Article, the Second Party may, upon receipt of notice from the First Party pursuant to the preceding Paragraph, modify the content of Approved Trade Debtors and Excluded Trade Debtors listed in the Appendix hereto (including, without limitation, excluding any existing debtor from the list of Approved Trade Debtors).

 

4. If any provision of this Agreement or the performance by either party of any obligation under this Agreement is determined by the Second Party to be illegal or inappropriate by reason of a change in law, an enactment of law, a change to the judicial precedent, a change to or an announcement of the legal interpretation by a competent authority or otherwise, the First Party and the Second Party shall discuss in good faith and the Second Party shall at its discretion modify such provision or performance of obligation so that the same will be lawful.

 

Period.

 



 

1

 

Attachment

 

1. Definitions

 

“Loan on Deed Agreement”

 

shall mean the following loan agreement executed by the First Party with the Second Party:

 

 

Dated: February 5, 2015

Initial borrowing amount: 400 million yen

 

 

 

“Calculation Reference Period”

 

shall mean the period of three (3) calendar months immediately before each Calculation Month.

 

 

 

“Assessment Rate”

 

shall be seventy five percent (75 %).

 

 

 

“Increased Interest”

 

shall mean 0.1% above the interest rate as set forth in a Loan on Deed Agreement.

 

 

 

“Credit Collection Account”

 

Branch name: Shinagawaekimae Branch of The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Account holder: UBIC, Inc.
Type of account: Saving account
Account number: 2034628

 

 

 

“Expiration Date”

 

shall mean January 31, 2020.

 

 

 

“Fee for Transaction of Distribution Channels”

 

shall be as follows:
Amount: 3,000,000 yen, plus the amount of consumption tax, etc. of 240,000 yen, totaling 3,240,000 yen.
Note that in the event of a change in the consumption tax rate, etc. arising from any revision to the tax law, the amount of consumption tax, etc. set forth above shall thereafter be recalculated based on the changed tax rate.

 

 

 

2. Special Provisions

 

Nothing applicable.

 



 

1

 

Appendix

 

2および3

 

 

Name of Approved Trade Debtor

 

Representative

NEC Corporation

 

Nobuhiro Endo

NEC TOKIN Corporation

 

Shigenori Oyama

ONO PHARMACEUTICAL CO., LTD.

 

Gyo Sagara

KYOCERA Corporation

 

Goro Yamaguchi

Mitsubishi Heavy Industries, Ltd.

 

Shunichi Miyanaga

TAIYO YUDEN CO., LTD.

 

Eiji Watanuki

NGK INSULATORS, LTD.

 

Taku Oshima

JAPAN CORN STARCH CO., Ltd.

 

Soichiro Kurachi

Panasonic Corporation

 

Kazuhiro Tsuga

TOKAI RIKA CO., LTD.

 

Yuzo Ushiyama

Nishimura & Asahi

 

Masaki Hosaka

TMI Associates

 

Katsuro Tanaka

Sony Corporation

 

Kazuo Hirai

Sony Business Solutions Corporation

 

Kazuo Miyajima

Sony Energy Devices Corporation

 

Yoshito Ezure

 

4および5

 

Name of Excluded Trade Debtor

 

Representative

UBIC Risk Consulting, Inc.

 

Keisuke Furuno

Payment Card Forensics, Inc.

 

Shusaku Nozaki

UBIC Patent Partners Inc.

 

Hajime Shirasaka

 

6

 

(Remainder of Page Intentionally Left Blank)

 



 

 



 

 



 

1

 

STAMP

 

100,000 YEN

 

2

 

Loan Agreement

 

3

 

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

 

Address

Meisan Takahama Building 7F, 2-12-23 Kounan, Minato-ku, Tokyo 108-0075, Japan

 

 

Debtor

UBIC, Inc.

 

Masahiro Morimoto, CEO and Chairman of the Board

 

 

Address

 

 

 

Joint and several Guarantor

 

 

 

Address

 

 

 

Joint and Several Guarantor

 

 

4

 

SEAL

 

SEAL

 

SEAL

 

5

 

Branch No.

 

588

 

6

 

Customer No.

 

2034628

 

7

 

Transaction No.

 

8

 



 

February 5, 2015

 

9

 

The Debtor accepts the provisions of the banking transaction contract separately executed by it, and hereby enters into the following loan agreement with the Bank.

 

Article 1 (Monetary Loan for Consumption)

 

The Debtor has received a monetary loan from the Bank as follows:

 

10

 

Amount borrowed

 

11

 

Yen

 

¥ 400,000,000

 

12

 

(Insert the mark “¥” before the value)

 

13

 

Intended use

 

14

 

Working capital

 

15

 

Interest rate

 

16

 

as separately provided in the Special Terms

 

per annum

 

17

 

Rate of delinquency charge

 

14 %

 

per annum

 



 

18

 

(To be calculated on a daily basis based on a 365-year)

 

19

 

Repayment method

 

20

 

(1) The initial and last repayments shall be made as follows:

 

21

 

First repayment date

 

Month Date Year

 

02  28  2015

 

22

 

First repayment amount

 

6,666,000 Yen

 

23

 

Due date for last repayment

 

Month Date Year

 

01  31  2020

 

24

 

Last repayment amount

 

6,706,000 Yen

 

25

 

(2) The second and subsequent repayments (excluding the last repayment) shall be made as follows:

 

26

 

Second repayment month

 

Month Year

 

03  2015

 

27

 



 

Second repayment amount

 

6,666,000 Yen

 

28

 

For the repayment period until

 

Month Year

 

12  2019

 

29

 

At intervals of

 

01 month(s)

 

30

 

Each repayment amount

 

6,666,000 Yen

 

31

 

For the period until

 

Month Year

 

32

 

At intervals of

 

month(s)

 

33

 

Each repayment amount

 

Yen

 

34

 

For the period until

 

Month Year

 

35

 

At intervals of

 

month(s)

 



 

36

 

Each repayment amount

 

Yen

 

37

 

For the period until

 

Month Year

 

38

 

At intervals of

 

month(s)

 

39

 

Each repayment amount

 

Yen

 

40

 

For the period until

 

Month Year

 

41

 

At intervals of

 

month(s)

 

42

 

Each repayment amount

 

Yen

 

43

 

For the period until

 

Month Year

 

44

 

At intervals of

 

month(s)

 



 

45

 

Each repayment amount

 

Yen

 

46

 

For the period until

 

Month Year

 

47

 

At intervals of

 

month(s)

 

48

 

Each repayment amount

 

Yen

 

49

 

For the period until

 

Month Year

 

50

 

At intervals of

 

month(s)

 

51

 

Each repayment amount

 

Yen

 

52

 

For the period until

 

Month Year

 

53

 

At intervals of

 

month(s)

 



 

54

 

Each repayment amount

 

Yen

 

55

 

(3) Each repayment date set forth in (2) above shall be the last day of each month.

 

(4) If any repayment date as set forth in (1) or (2) falls on a holiday, the repayment day shall be as follows:

 

The next business day following the holiday; if the next business day is in the next calendar month, the preceding business day prior to the holiday.

 

56

 

Interest payment method

 

57

 

Interest payment dates shall be the date of borrowing, and February 27, 2015, and thereafter each monthly anniversary of the day as set forth in Item (3) above, and interest shall be prepaid for the period between the date of borrowing (in the case of second and subsequent payments, the next day following each interest payment date) and the next interest payment date (in the case of the last payment, the due date for the last repayment).

 

(2) If any interest payment date falls on a holiday, Item (4) above shall apply mutatis mutandis.

 

58

 

Deposit account for repayment

 

59

 

Branch name

 

Shinagawaekimae Branch

 

60

 

Type

 

Saving

 

61

 

Account No.

 



 

2034628

 

62

 

Account holder

 

Debtor

 

63

 

Guarantee provided by a credit guarantee corporation

 

64

 

Credit Guarantee Corporation

 

65

 

Guarantee No.

 

66

 

Number  155-000100880

 

Time and date  18:08:54, 01/29/2015

 

67

 

Reviewed

 

Implemented

 

Seal impression verified

 



 

1

 

Article 2 (Partial earlier repayment)

 

If the Debtor makes a partial earlier repayment, the Debtor shall make subsequent repayments in accordance with the preceding Article and the due date for the last repayment shall be accelerated accordingly, unless the Debtor specifically requests otherwise.

 

Article 3 (Debiting of Saving Account for Principal and Interest)

 

(i) With respect to the principal to be repaid by the Debtor, amounts of repayment shall be debited on agreed repayment dates from the deposit account for repayment as indicated in Article 1, Item (6), and applied for their respective repayments.

 

[1] Notwithstanding anything contained in the terms relating to current accounts or saving accounts/multiple-purpose account transactions, the Debtor will, for the purpose of the debiting as set forth above, omit the submission of a check or a saving/multiple-purpose account passbook and a repayment claim form therefor.

 

[2] If the balance on the deposit account for repayment is insufficient on any repayment date, the Bank may, at any time thereafter when the balance reaches the amount payable, complete the debiting process as set forth above.

 

(ii) The Debtor agrees that Item [1] of this Agreement shall apply mutatis mutandis when any interest, delinquency or other charge associated with the borrowing is debited from the deposit account for repayment.

 

(iii) The Debtor shall be subject to instructions by the Bank for any cases other than set forth in (i) and (ii).

 

Article 4 (Payment of Expenses)

 

The Debtor shall bear all expenses arising from the execution of this Agreement and a deed as set forth in Article 6, and any disposal of collateral, and any expenses incurred in connection with the provisions hereof.

 

Article 5 (Guaranty)

 

[1] The Guarantor shall be liable, jointly and severally with the Debtor, for guaranteeing all the obligations of the Debtor under the provisions hereof and shall, in performing such guarantee, comply with the provisions of the banking transaction contract separately executed by it as well as

 



 

the provisions hereof.

 

[ii] The Guarantor will not assert any claim seeking discharge if the Bank, at its discretion, makes a change to or releases collateral or other guaranty.

 

[iii] The Guarantor will not set off any of its obligations against the Debtor’s deposits with the Bank or other amounts owed by the Bank to the Debtor.

 

[iv] In the event that the Guarantor fulfills its guarantee obligations hereunder, any rights obtained by it from the Bank as a result of subrogation shall not be exercised by the Guarantor without consent from the Bank as long as the transaction between the Debtor and the Bank remains in effect. The Guarantor shall, upon request by the Bank, assign to the Bank any such right or its order of priority without charge.

 

[v] If the Guarantor undertakes or will undertake any guarantee other than the guaranty hereof for the Debtor’s obligations to the Bank, the aggregate guaranteed amount shall, unless otherwise specially provided, be the sum of those guarantees, and such other guarantees shall not be affected by the guaranty hereof.

 

Article 6 (Creation of Notarial Deed)

 

The Debtor and the Guarantor shall, promptly upon request by the Bank, take necessary actions to create a notarial deed with an agreement to compulsory execution for the obligations under the provisions hereof.

 

Period.

 

2

 

Seal

 

3

 

Special Provisions

 

4

 

(For reference)

 

Interest shall be calculated using the following formula whether in an ordinary year or in a leap year:

 

Principal (the minimum denomination for the purpose of interest calculation is 100 yen) x number of days x interest rate per annum / 365 = amount of interest (a fraction of one yen will be disregarded)

 



 

 



 

1

 

IMPORTANT MATTERS ON DISTRIBUTION CHANNELS TERM LOAN

 

(Statement of Important Matters)

 

2

 

The Bank of Tokyo-Mitsubishi UFJ

 

3

 

1. Distribution Channels Term Loan

 

“Distribution Channels (Results-Based) Term Loan” is a scheme under which your applicable amounts of receivables paid (hereinafter referred to as “Amounts of Credit Results”) will be calculated based on amounts credited to your account with the Bank for your receivables and a base rate will be maintained by keeping the status of “a reference value as set forth in the Distribution Channels Term Loan Agreement < an Amount of Credit Results.”

 

A reference value refers to the outstanding loan balance of the Borrowing as at the end of the preceding calendar month.

 

You are recommended to consider the Borrowing at your own responsibility and judgment before utilizing this product, taking full account of differences from ordinary bank loans and the nature of a distribution channels (results based) term loan

 

4

 

[For reference] Comparison of Distribution Channels Term Loan and Loan on Deed

 

5

 

Description

 

Principal terms (due dates and agreed repayments)

 

Amount of Credit Result

 

Fee for Transaction of Distribution Channels

 

6

 

Scheme

 



 

For any cases which do not fall under a banking transaction contract or loan agreement, but which result in the status of “a reference value as set forth in the agreement > an Amount of Credit Results,” the Bank will increase an interest rate.

 

The amount will be calculated based on the result of credits made to an account with the Bank.

 

You are required to pay a fee to the Bank upon signing.

 

7

 

Loan on Deed

 

Except for cases that fall under a banking transaction contract or loan agreement, the same repayments as an initial repayment will be made until the due date for the last repayment.

 

Nothing applicable

 

Nothing applicable

 

8

 

For further details, please see your proposal or agreement.

 

9

 

(Scheme [1])

 

10

 

2. Important Matters about the Nature of Product

 

[1] Receivables to be considered for the purpose of calculating an Amount of Credit Results shall be limited to yen-denominated receivables, which do not include, without limitation, the following receivables:

 

· Receivables which are transferred to any other person, or mortgaged, pledged or otherwise used as collateral (e.g. factored receivables).

 

· Receivables from your group companies (including those between the head office and branches) as approved by the Bank.

 

· Receivables for which payments are collected into an account other than such account with the

 



 

Bank as set forth in an agreement.

 

In the event of any receivables which are transferred to any other person, or mortgaged, pledged or otherwise used as collateral, you will be required to notify your contact representative promptly thereof.

 

[2] If there are “Approved Trade Debtors” and/or “Excluded Trade Debtors” selected, you will be required to notify your contact representative promptly when any change in a company name occurs after the execution of an agreement.

 

[3] Any amounts for settlement of electronically recorded receivables will be credited in the name of remitters of such electronically recorded receivables. If any Approved Trade Debtor makes a payment to you by way of transfer of its own electronically recorded receivables, the amount of such receivables will be credited in the name of a corresponding remitter(s), which may lead to a decrease in the borrowing limit. Please notify your contact representative promptly.

 

[4] An “Amount for Credit Results” will be reviewed on a monthly basis. For the purpose of calculating the amount, the Bank will use its designated Assessment Rate.

 

[5] The Bank will inform you of an “Amount of Credit Results” no later than the 20th day of each month (if the day falls on a non-business day, the next bank business day).

 

[6] An Amount of Credit Results may increase and may decrease. If any decrease in an Amount of Credit Results results in the status of “an reference value > an Amount of Credit Results,” the interest rate applicable to the interest payment date occurring immediately after the date the assessment is made for such Amount of Credit Results will be increased. A reference value refers to the outstanding loan balance of the Borrowing as at the end of the preceding calendar month.

 

Please note that this product does not constitute a promise that the Bank will undertake a loan.

 

The date of assessment mentioned above may in certain cases be the same as an interest payment date.

 

[7] Please note that agreement compliance provisions, and provisions applicable to the violation thereof will apply.

 

[8] This product does not constitute a promise that the Bank will continue a loan, and the Bank may no longer be able to continue a loan by reason of your credit standing or for any other reason.

 



 

[9] This product is intended to provide financial assistance for working capital, and not for the purpose of funds for term-end settlement of accounts and/or bonus, or tax payment or equipment funds.

 

[10] You may not claim a refund of all or a portion of the Fee for Term Loan Transaction of Distribution Channels paid by you to the Bank.

 

[11] Before the execution of agreement, the Bank needs to complete applicable review process. Depending on the result of the review, we may not be able to meet your request. Please note that we cannot provide the details of the review.

 

11

 

3. Important Matters When Signing

 

[1] Utilization by you of this product may constitute the “borrowing of a significant amount” under the Companies Act. Please refer to your articles of incorporation and other documents and complete any necessary internal process before the execution of agreement.

 

[2] No execution or renewal of any other loan transaction shall be conditional upon you utilizing this product, and no execution of this product shall be conditional upon you utilizing any other product of the Bank.

 

[3] The Bank appoints as its designated disputes settlement organization: JBA Customer Relations Center

 

Tel: 0570-017109 or 03-5252-3772

 

Office hours: 9:00 to 17:00, Monday through Friday (excluding national holidays, December 31 to January 3, etc.)

 

12

 

Month Date, Year

 

I have received from the Bank an explanation of, and fully understand, the nature of product of a distribution channels (results-based) term loan, and the content of this document (Statement of Important Matters).

 

13

 



 

Address

Meisan Takahama Building 7F, 2-12-23 Kounan, Minato-ku, Tokyo 108-0075, Japan

 

 

Company name

UBIC, Inc.

 

 

Representative name

Masahiro Morimoto, CEO and Chairman of the Board

 

14

 

Seal

 

for bank transactions

 

15

 

BANK TO COMPLETE THIS SECTION

 

Reviewed

 

Implemented

 

Seal impression verified

 



 

 



 

 



 

1

 

STAMP

 

200 YEN

 

2

 

Branch No.

 

588

 

3

 

Customer No.

 

2034628

 

4

 

Transaction No.

 

5

 

February 5, 2015

 

6

 

Special Terms

 

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

 

Address

 

Meisan Takahama Building 7F, 2-12-23 Kounan, Minato-ku, Tokyo 108-0075, Japan

 

 

 

Debtor

 

UBIC, Inc.
Masahiro Morimoto, CEO and Chairman of the Board

Seal

 

 

 

 

Address

 

 

 

 

 

 

 

Joint and Several Guarantor

 

 

Seal

 

 

 

 

Address

 

 

 

 

 

 

 

Joint and Several Guarantor

 

 

Seal

 

7

 

The parties agree upon the following special terms concerning the amount borrowed (hereinafter referred to as the “Amount of Borrowing”) from the Bank of Tokyo-Mitsubishi UFJ, Ltd. (hereinafter referred to as the “Bank”) under the Loan Agreement dated February 5, 2015

 



 

(hereinafter referred to as the “Original Agreement”). These Special Terms supplement the Original Agreement, and in the event of any conflict between the Original Agreement and these Special Terms, the provisions of these Special Terms shall prevail over the provisions of the Original Agreement.

 

8

 

Provisions

 

1. Applicable Interest Rate

 

(1) An Applicable Interest Rate shall be 0.300 % per annum above a Base Rate (as set forth in Paragraph (2) of this Article) announced two (2) bank business days before the date of borrowing or a rate review date, and shall be calculated on a daily basis based on a 365-year. An Applicable Interest Rate shall be reviewed on each interest payment date.

 

(2) A Base Rate shall be an interest rate for Japanese yen displayed by the Bank on the Reuters screen page 58143 for each Interest Period as set forth in Article 2 below.

 

If a period between the date of borrowing and the next rate review date does not to correspond to a period as set forth in Article 2 below, a Base Rate shall be reasonably determined by the Bank for such period based on an offered rate for monetary loan transactions in yen in financial markets

 

If the relevant page does not appear for any reason, a rate displayed on any successor or alternative page of the service shall be a Base Rate.

 

2. Interest Period

 

An Interest Period shall be a period of one (1) month, and an Applicable Interest Rate shall be reviewed for each such period pursuant to the preceding Article.

 

3. Earlier Repayment

 

The Debtor agrees that it may not make any non-contractual advance or earlier repayment for the Amount of Borrowing; provided that if the Debtor makes a non-contractual advance or earlier repayment for any compelling reason with the consent of the Bank, the Debtor shall, in addition to any interest accrued prior to the date of earlier repayment, pay the settlement amount as set forth in the next Article immediately upon demand by the Bank.

 



 

4. Settlement Amount

 

The Settlement Amount shall be calculated using the following formula. If the resulting value of the formula is negative, there shall be no Settlement Amount payable.

 

Earlier repayment amount x (market rate for the Amount of Borrowing*(1) - market rate at the time of earlier repayment*(2)) x period (number of days) remaining at the time of earlier repayment*(3) / 365 days

 


*(1)                A market rate for the Bank’s financing.

 

*(2)                An interest rate at which the Bank can make a loan in a market for the remaining period.

 

*(3)                The period between the date of earlier repayment and the next rate review date (if no rate review is made, the due date for the last repayment).

 

5. Forfeiture of Benefit of Time

 

If the Debtor forfeits the benefit of time, the Debtor shall, upon demand by the Bank, pay to the Bank the Settlement Amount as calculated pursuant to the preceding Article.

 

Period.

 

2

 

TIBOR Loan / Loan on Deed

 

3

 

BANK TO COMPLETE THIS SECTION

 

4

 

Number   155-000100880★

 

Time and Date   18:08:54, 01/29/2015

 

5

 

Reviewed

 

Implemented

 

Seal impression verified