UBIC, INC. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2013Deposit Agreement • April 11th, 2013 • Ubic, Inc. • Services-computer processing & data preparation • New York
DEPOSIT AGREEMENT dated as of , 2013 among UBIC, INC., a joint stock corporation incorporated under the laws of Japan (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
Translation of the Agreement for Subscription for the Nineteenth Share Option OfferingFronteo, Inc. • July 31st, 2017 • Services-computer processing & data preparation • Tokyo
This Agreement is made and entered into by and between FRONTEO, Inc. (hereinafter referred to as the “Company”) and ************** (hereinafter referred to as the “Subscriber”) with respect to the subscription for the thirteenth share option offering.
Agreement for Subscription for the Eleventh Share Option OfferingAgreement • July 30th, 2015 • Ubic, Inc. • Services-computer processing & data preparation • Tokyo
This Agreement is made and entered into by and between UBIC, Inc. (hereinafter referred to as the “Company”) and (hereinafter referred to as the Subscriber”) with respect to the subscription for the eleventh share option offering.
Agreement for Subscription for the 21st Share Option OfferingFronteo, Inc. • July 31st, 2018 • Services-computer processing & data preparation • Tokyo
This Agreement is made and entered into by and between FRONTEO, Inc. (hereinafter referred to as the "Company") and *** (hereinafter referred to as the "Subscriber") with respect to the subscription for the 21st share option offering.
MASTER CONSIGNMENT SALES AGREEMENTMaster Consignment Sales Agreement • November 1st, 2012 • Ubic, Inc. • Services-computer processing & data preparation
THIS MASTER CONSIGNMENT SALES AGREEMENT (hereinafter “this Agreement”) is made and entered into by and between UBIC, Inc. (hereinafter “UBIC”) and Focus Systems Corporation (hereinafter “Focus Systems”) upon the terms and conditions set forth hereinafter. Upon the execution of this Agreement, the Master Consignment Sales Agreement entered into by and between UBIC and Focus Systems dated March 1, 2004 shall cease to be effective. This Agreement shall become effective as of January 1, 2006.
Loan AgreementUbic, Inc. • November 1st, 2012 • Services-computer processing & data preparation
The Obligor approves the provisions set forth in the Banking Transaction Agreement submitted separately, and hereby enters into this Loan Agreement with the Bank as follows:
Agreement for Banking TransactionsAgreement for Banking Transactions • November 1st, 2012 • Ubic, Inc. • Services-computer processing & data preparation
UBIC, Inc. (hereinafter referred to as the “Client”) and Bank of Tokyo-Mitsubishi (hereinafter referred to as the “Bank”) have agreed to the following terms and conditions with respect to the transactions between them.
Revenue stamp] Loan AgreementLoan Agreement • July 31st, 2014 • Ubic, Inc. • Services-computer processing & data preparation
UBIC, Inc. (hereinafter referred to as “Borrower”) and Nippon Life Insurance Company (hereinafter referred to as “Lender”) have entered into this Loan Agreement (hereinafter referred to as this “Agreement”) as follows:
JBY1 Billion Revolving Credit Facility Agreement (executed on December 28, 2012) For UBIC, Inc. <Notice in Reply to Your Request to Extend the Lending Obligation (Extension Statement)>Ubic, Inc. • July 31st, 2014 • Services-computer processing & data preparation
Regarding the aforementioned agreement, this is to inform you i) that the lenders have replied to the Borrower’s request to extend the lending obligations that was made in its Written Request to Extend the Lending Obligations dated November 12, 2013, as follows; and ii) that the lending obligations are extended and the extended commitment period will be due on December 26, 2014 pursuant to the provisions of Article 32, Paragraph 3 of the aforementioned agreement.
Agreement for Subscription for the 23th Share Option OfferingShare Option Offering • July 31st, 2019 • Fronteo, Inc. • Services-computer processing & data preparation • Tokyo
This Agreement is made and entered into by and between FRONTEO, Inc. (hereinafter referred to as the "Company") and •• •• (hereinafter referred to as the "Subscriber") with respect to the subscription for the 23th share option offering.
Revolving Credit Facility Agreement (One Point Three Billion Yen)Facility Agreement • July 31st, 2018 • Fronteo, Inc. • Services-computer processing & data preparation
This Agreement (hereinafter referred to as the “Agreement”) is made and entered into by and between FRONTEO, Inc. (hereinafter referred to as the “Borrower”), financial institutions listed in the “Lenders” section of an appendix attached to this Agreement (each financial institution is hereinafter referred to individually as a “Lender” and all the financial institutions are hereinafter referred to collectively as “All Lenders”), and the Bank of Tokyo-Mitsubishi UFJ, Ltd., which acts in the capacity of the agent (hereinafter referred to as the “Agent”) as of January 7, 2018, and the parties hereto agree as follows.
Agreement for Banking Transactions Sumitomo Mitsui Banking CorporationUbic, Inc. • November 1st, 2012 • Services-computer processing & data preparation
The Client and the Bank have agreed to the following basic conditions applicable to the banking transactions between them.
STOCK PURCHASE AGREEMENT by and among UBIC, INC., TECHLAW HOLDINGS, INC., and TECHLAW SOLUTIONS, INC. Dated as of August 28, 2014Stock Purchase Agreement • August 28th, 2014 • Ubic, Inc. • Services-computer processing & data preparation • Virginia
This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 28, 2014, by and among UBIC, INC., a limited liability, joint-stock corporation incorporated under the laws of Japan (“Buyer”), TECHLAW HOLDINGS, INC., a Virginia corporation (“Seller”), and TECHLAW SOLUTIONS, INC., a Virginia corporation (the “Company”). Certain terms used herein are defined in Annex A attached hereto.
Investment AgreementInvestment Agreement • July 31st, 2018 • Fronteo, Inc. • Services-computer processing & data preparation
This Investment Agreement (the “Agreement”) is entered into as of November 14, 2016 (the “Date of Execution”), by and between Whiz Partners, Inc. (“Whiz,” which enters into this Agreement for the benefit of the Investor and therefore its rights and obligations set forth herein shall be interpreted and understood on such assumption), which is a general partner of Whiz Healthcare Japan 2.0 Investment Limited Partnership (the Investor”) and FRONTEO, Inc. (“FRONTEO”), in relation to the Investor’s acquisition of securities issued by FRONTEO and the Investor’s management of FRONTEO and related matters.
ContractUbic, Inc. • July 30th, 2015 • Services-computer processing & data preparation
Special Agreement on LoansFronteo, Inc. • August 15th, 2016 • Services-computer processing & data preparation
UBIC, Inc., (hereinafter the “Borrower”) shall comply with the provisions of this Special Agreement on Loans (this “Special Agreement) when the Borrower receives loans of money (the tranche A individual loan under the loan agreement certificate set forth in the attached Annex 1 (Individual Loan Schedule) is hereinafter referred to as the “Tranche A Loan, and the tranche B individual loan, as the Tranche B Loan; the Tranche A Loan and the Tranche B Loan are referred to individually as an “Individual Loan” and collectively as “Individual Loans”) from The Bank of Tokyo-Mitsubishi UFJ, Ltd. (hereinafter the “Loaner”) under the loan agreement certificate dated November 30, 2015, (hereinafter the “Loan Agreement” or the “Original Agreement”; if there is any special contract outside this Special Agreement that relates to the Original Agreement, the agreement providing for the special contract shall be included in the Original Agreement; the Original Agreement and the bank transaction agreemen
UBIC, INC. [·] American Depositary Shares Representing [·] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 11th, 2013 • Ubic, Inc. • Services-computer processing & data preparation • New York
UBIC, Inc., a limited liability, joint-stock corporation incorporated under the laws of Japan (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [·] American Depositary Shares (the “Firm ADSs”) representing [·] shares of common stock of the Company (the “Common Stock”). Maxim Group LLC (“Maxim”) and The Benchmark Company, LLC (“Benchmark” and, together with Maxim, the “Managers”) are acting as managers of the offering.
STOCK PURCHASE AGREEMENT by and amongStock Purchase Agreement • August 3rd, 2015 • Ubic, Inc. • Services-computer processing & data preparation • California
This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 31, 2015, by and among UBIC, INC., a limited liability, joint-stock corporation incorporated under the laws of Japan (“Buyer”), ANDATHA INTERNATIONAL, INC., a California corporation (“Andatha”), EVOLVE DISCOVERY PA, LLC, a California limited liability company (“EvD PA”), EVOLVE DISCOVERY LA, LLC, a California limited liability company (“EvD LA”), EVOLVE DISCOVERY PORTLAND, LLC, an Oregon limited liability company (“EvD PDX”), EVOLVE DISCOVERY SEATTLE, LLC, a Washington limited liability company (“EvD SEA”, and, together with Andatha, EvD PA, EvD LA, EvD PDX, the Sellers”), and EVD, INC., a Delaware corporation (the “Company”). Certain terms used herein are defined in Annex A attached hereto.
STAMPUbic, Inc. • July 30th, 2015 • Services-computer processing & data preparation
Memorandum of Understanding Regarding Amendments to the Agreement on Bank TransactionsUbic, Inc. • November 1st, 2012 • Services-computer processing & data preparation
UBIC, Inc. (the “Customer”) (represented by Masahiro Morimoto, Representative Director) or the Guarantor hereby covenants that if the Agreement on Bank Transactions entered into by and between the Customer and The Bank of Yokohama, Ltd. (the “Bank”), dated December 17, 2008 (as amended, modified and restated; the “Original Agreement”) contains Article 5-2, the provisions of Article 5-2 as amended hereinafter will apply to the transactions between the Customer and the Bank, and further that if the Original Agreement does not contain Article 5-2, the following provisions will additionally apply to the transactions between the Customer and the Bank. The Customer or the Guarantor also hereby covenants that the provisions of Article 6 of the Original Agreement as amended hereinafter will apply to the transactions between the Customer and the Bank.
Master Agreement for Mutual Monetary PaymentsMaster Agreement • November 1st, 2012 • Ubic, Inc. • Services-computer processing & data preparation
This Master Agreement, made and entered into as of the date last below written, by and between UBIC Inc. (hereinafter referred to as “UBIC”) and The Bank of Tokyo-Mitsubishi UFJ, Ltd. (hereinafter referred to as the “Bank”) for transactions consisting of mutual monetary payments and receipts (hereinafter referred to as “Mutual Monetary Payments”) following the acknowledgement and confirmation of the banking transaction agreement separately reached between the parties,
Translation of the Agreement for Subscription for the Sixteenth Share Option OfferingFronteo, Inc. • July 31st, 2017 • Services-computer processing & data preparation • Tokyo
This Agreement is made and entered into by and between FRONTEO, Inc. (hereinafter referred to as the “Company”) and ******** (hereinafter referred to as the “Subscriber”) with respect to the subscription for the sixteenth share option offering.
REVOLVING CREDIT FACILITY AGREEMENT (ONE BILLION (1,000,000,000) YEN)Revolving Credit Facility Agreement • April 3rd, 2013 • Ubic, Inc. • Services-computer processing & data preparation • Tokyo
On December 28, 2012, UBIC, INC., (hereinafter referred to as “the Borrower”), the financial institutions listed as lenders in the Schedule attached to this agreement (hereinafter each referred to as a “Lender” and all collectively referred to as “All Lenders”) and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. as a qualified agent (hereinafter referred to as “the Agent”) agree as follows (hereinafter referred to as “this Agreement”):
Agreement on Term Loan with Commitment Period (700 million yen)Arranger And • November 1st, 2012 • Ubic, Inc. • Services-computer processing & data preparation • Tokyo
Lenders The Bank of Tokyo-Mitsubishi UFJ, Ltd. The Bank of Yokohama, Ltd. Sumitomo Mitsui Banking Corporation Resona Bank, Limited
Agreement for Subscription for the 24th Share Option OfferingAgreement • July 31st, 2019 • Fronteo, Inc. • Services-computer processing & data preparation • Tokyo
This Agreement is made and entered into by and between FRONTEO, Inc. (hereinafter referred to as the "Company") and •• •• (hereinafter referred to as the "Subscriber") with respect to the subscription for the 24th share option offering.
AGREEMENT ON BANK TRANSACTIONS The Bank of Yokohama, Ltd.Agreement • November 1st, 2012 • Ubic, Inc. • Services-computer processing & data preparation
UBIC, Inc. (the “Customer”) and The Bank of Yokohama, Ltd. (the “Bank”) have agreed to be bound by the terms and conditions set forth below with respect to any and all bank transactions that may hereafter be made by and between the both parties:
PLEDGE AGREEMENT Dated as of December 24, 2015 among THE PLEDGORS FROM TIME TO TIME PARTY HERETO and Sumitomo Mitsui Banking Corporation, as LenderPledge Agreement • August 15th, 2016 • Fronteo, Inc. • Services-computer processing & data preparation • New York
PLEDGE AGREEMENT (this "Pledge Agreement"), dated as of December 24, 2015, among UBIC, Inc., a corporation organized under the laws of Japan (the "Original Pledgor", together with each Additional Pledgor which becomes a party to this Pledge Agreement, each, a "Pledgor") and Sumitomo Mitsui Banking Corporation, as lender (the "Lender").
Translation of the Agreement for Subscription for the Fifteenth Share Option OfferingFronteo, Inc. • July 31st, 2017 • Services-computer processing & data preparation • Tokyo
This Agreement is made and entered into by and between FRONTEO, Inc. (hereinafter referred to as the “Company”) and ************** (hereinafter referred to as the “Subscriber”) with respect to the subscription for the thirteenth share option offering.
