Contract

Exhibit 4.21

(P.1)
1.	Copy
2.	Tally impression
3.	Loan contract (exclusive for long-term fixed rate borrowings [with a payment-before-maturity-limitation clause])
4.	January 27, 2014
5.	Sumitomo Mitsui Banking Corporation
6.	0X, Xxxxxx Xxxxxxxx Xxxxxxxx, 0-00-00, Xxxxx, Xxxxxx-xx, Xxxxx, 000-0000, Xxxxx
7.	Debtor
	Address:
	Name: Xxxxxxxx Xxxxxxxx, CEO, UBIC, Inc.
	Joint surety
	Address:
	Name:
	Joint surety
	Address:
	Name:
	Joint surety
	Address:
	Name:
8.	Registered seal or signature/code for settlement account
9.	If the registered seal for the settlement account is the same as the contract stamp of this contract, this seal is omitted.
10.	Article 1 (borrowing procedures)
	The debtor (hereafter called “X”) agreed to borrow money from Sumitomo Mitsui Banking Corporation (hereafter called “Y”) in the following procedures upon affirming the clauses of the banking transaction agreement and this contract between X and Y.
11.	Content of the borrowing
	1. Amount of borrowing				¥400,000,000
	2. Use of fund				Equipment
	3. Date of borrowing				February 2, 2015
	4. Final repayment due date				January 31, 2019
	5. X will not use guarantee of the credit guarantee corporation.
12.	Fields used by the bank
13.	Branch No.	0653
14.	Branch	Gotanda Branch
15.	Loan account No.			0000000
16.	Approach No.
17.	Slip No.	7006
18.	Name of guarantee corporation
19.	Guarantee expiry date
	Guarantee corporation account No.
20.	Guarantee charge		Guarantee No.
21.	Articles 4 to 6 already explained to customer
	(person in charge)
22.	Middle/back
23.	Verification
	Verification
	Person in charge
	Guarantor seal verification

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	Debtor seal verification
24.	PIC
25.	Front
26.	Explanation/copy issuance confirmation
	Intention-to-guarantee confirmation
27.	Settlement account seal verification
28.	12:22, January 26, 2015
29.	UBIC, Inc.
30.	Loan interest rate/repayment method/interest payment method
31.	6. Borrowing interest rate
	Annually 0.40%
32.	Repayment method/interest payment method
33.	Date of repayment and repayment interval
34.	Principal
35.	Each repayment
36.	First	April 30, 2015
37.	Second and subsequent repayments
	Every three months from July 2015 to October 2018, last day of each month
	Every [     ] months from [     ] to [   ], [ ]th day of each month
38.	Repayment with increased amount
	From [      ] to [      ], [     ]th day of [name of month] and [name of month] each
39.	Scheduled repayment		Final repayment due date
40.	Interest
41.	Payment method		Advance payment
42.	First payment date		February 2, 2015
43.	Second payment date		April 30, 2015
44.	No. of times
	14 times
45.	Amount per repayment
	25,000,000 yen
	25,000,000 yen
	25,000,000 yen
46.	Payment interval after second payment			Every three months
47.	Payment date after second payment			Last day of each month
48.	X separately received an explanatory document on the settlement money defined in Articles 4, 5 and 6.
49.	Debit of repayment of interest
50.	8. Borrowing receipt account and settlement account (under the name of the debtor)
51.	Name of branch
	Gotanda Branch
52.	Account item
	Ordinary
53.	Account No.
	0000000
54.	Account name
	UBIC, Inc.
55.	(Branch where the account is held)
56.	9. Debit date
	Agreed data as defined in Item 7 above (if the agreed date is a non-business day of the bank, the debit date shall be the business day before that day)
57.	(continued to the next page)

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Advance payment Both ends Loan contract (long-term fixed rate borrowings [with payment before maturity limitation clause], applicable interest indicated) Form (2-1) [to be preserved for ten years, 8026 20.3]

(P.2)

1.

Article 2 (interest, damages)

(1) X shall pay an interest in accordance with the following.

1. If the interest payment method is advance payment

On the interest payment date defined in Article 1-7, an interest from the day after that day (for the first payment, the date of borrowing shall be reckoned as the initial day) to the next interest payment date, or an interest until the final repayment due date, shall be paid in advance. If the interest payment date is a non-business day of the bank, the debit date defined in Article 1-9 shall be replaced with the interest payment day and this clause shall be applied.

For the borrowing rate, the borrowing rate defined in Article 1-6 shall be applied, and the calculation in this case shall be on a per-diem basis with one year assumed to be 365 days.

2. If the interest payment method is deferred payment

On the interest payment date and the final repayment due date defined in Article 1-7, an interest from the day after the previous interest payment date (for the first payment, the date of borrowing shall be reckoned as the initial day) to that day shall be paid on a deferred basis. If the interest payment date is a non-business day of the bank, the debit date defined in Article 1-9 shall be replaced with the interest payment day and this clause shall be applied.

For the borrowing rate, the borrowing rate defined in Article 1-6 shall be applied, and the calculation is this case shall be on a per-diem basis with one year assumed to be 365 days.

(2) If the performance of obligation based on this agreement is delayed, X shall pay delay damages at a rate of 14% of the amount to be repaid. The calculation in this case shall be on a per-diem basis with one year assumed to be 365 days.

Article 3 (debit of the repayment and the payment interest from the savings account)

(1) Y shall debit a prescribed repayment with interest from the settlement account on an agreed date defined in Article 1-9 (hereafter called “agreed repayment date”) without notice, and allocate the debited amount to the repayment based on this agreement.

(2) If the balance in the settlement account is below the prescribed repayment with interest on the agreed repayment date, X shall not raise an objection even if Y discontinues the debit described above after judging that the full amounts have not been repaid or paid.

If X is unable to perform the repayment on the agreed repayment date, and repays the amount at a later date, Y shall debit an mount equivalent to the delay damages specified in Article 2-2 from the settlement account, and allocate the debited amount to the repayment.

(3) If Y is requested to debit an amount from the settlement account other than the debt under this agreement in the procedures described in the preceding paragraph, or if X has a separate contract to make another repayment to Y, the order of payment or repayment shall be determined at Y’s discretion, and X shall not raise an abjection to the decision.

Article 4 (change in the borrowing procedures)

(1) During the period of the borrowing based on this agreement, X may not change any of the items of Article 1 (hereafter called “borrowing procedures”).

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(2) If the reinvestment interest rate for the balance as of the date of borrowing procedure change is below the standard interest rate of borrowings during the borrowing period (i.e., interest rate determined through transaction between Y and the market) in a case where X changes the borrowing procedures with consent of Y for an inevitable reason, an amount calculated by discounting the amount found by dividing the interest rate difference and the number of remaining days by 365 to the present value shall be paid as the settlement money. However, if the content of the change of the borrowing procedures is repayment before maturity of part of the balance of the borrowing, X shall pay an amount found as a result of performing the above calculation as the settlement money for only the amount that needs to be reinvested on the inter-bank market.

(3) If guarantee of the credit guarantee corporation is used for the borrowing based on this agreement in the preceding paragraph, X shall also obtain approval of the credit guarantee corporation in addition to approval of Y.

Article 5 (repayment before maturity)

(1) For the debt based on this agreement, X shall not perform repayment before maturity without approval of Y.

(2) If X performs repayment before maturity with approval of Y for an inevitable reason, and the reinvestment interest rate as of the date of this repayment is below the borrowing rate defined in Article 1-6, X shall pay the settlement money calculated with Y’s prescribed method to Y. The settlement money in this case shall be the amount calculated by discounting the difference between the amount found if this repayment mount were invested at the borrowing rate for a period from the date following the repayment date to the final repayment due date (hereafter called the “number of remaining days”), and the amount found if it were invested at the reinvestment interest rate, to the present value as of the repayment date, and shall be calculated on a per diem basis with one year assumed to be 365 days. The reinvestment interest rate here shall mean the interest rate at which Y can invest this repayment amount the number of remaining days on the inter-bank market.

(3) Even if X loses the benefit of time due to the banking transaction agreement between X and Y, and X must repay the debt based on said agreement before the repayment due date, X shall pay the settlement money found with the same calculation as the preceding paragraph. However, if X loses the benefit of time due to any of the reasons described in the items of Article 5-1 of the banking transaction agreement, the settlement money may be calculated on the assumption that the repayment was performed on the day when Y performed the calculation.

Article 6 (cancelation, etc. of a borrowing before the date of borrowing)

(1) X shall approve that Y will finance an interest on the inter-bank market on the date this agreement is concluded, and may not cancel the borrowing or change the borrowing procedures even before the date of borrowing once this agreement is concluded.

(2) If X cancels the borrowing or change the borrowing procedures with approval of Y for an inevitable reason, and the reinvestment interest rate as of the date of canceling the borrowing (including the date the borrowing procedures are changed) is below the borrowing rate, X shall pay the settlement money calculated with Y’s prescribed method to Y at request of Y. The settlement money in this case shall be calculated pursuant to paragraph 2 of the preceding article in accordance with the borrowing procedures.

(3) If any of the items of Article 5-1 of the banking transaction agreement between X and Y arises concerning X before the date of borrowing, the borrowing shall be naturally canceled even without notice by Y. If any of the items of Article 5-2 of said agreement arises before the date of borrowing,

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the borrowing shall be cancelled with notice by Y. In this case, X shall pay the settlement money calculated with the same method as the preceding paragraph at request of Y.

Article 7 (change of laws and regulations)

(1) If it is determined that Y is unable to continue the borrowing based on this agreement after consultation between X and Y due to change of laws and regulations or change of interpretation by the competent authorities, X shall promptly pay the whole amount of the borrowing under this agreement and the settlement money found with the same calculation as Article 5-2 to Y at request of Y.

(2) If assessment of a reserve or any other condition is imposed on Y in connection with the loan of Y based on this agreement due to change of laws and regulations or change of interpretation by the competent authorities, and Y is to bear a further expense as a result, X shall cover the expense, and promptly pay it at request of Y.

Article 8 (taxes)

X shall not deduct any taxes or dues to be paid under the present or future tax system of Japan, deductions to be withheld, or expenses to be collected, from the repayment or the interest, and X shall bear these taxes and dues, and pay the whole amount of the money that X should pay to Y in cases where these payments or deductions, etc. are not imposed or realized.

Article 9 (notarized document)

X and the joint surety shall perform necessary procedures to promptly prepare a notarized document with acknowledgement of compulsory execution for the debt based on this agreement if Y makes such a request based on a rational reason.

Article 10 (bearing of the expenses)

X shall bear the credit guarantee corporation’s charge (including the delay guarantee charge) for the borrowing based on this agreement, other guarantee charges, revenue stamp fee, registration cost, certified date fee, cost for preparing a notarized document, reimbursable cost, any other cost and the cost required to exercise or preserve the right of Y to X based on this agreement.

Article 11 (debit of expenses, etc. from the savings account)

(1) If X should pay the repayment, interest, and expenses described in the preceding paragraph based on this agreement, Y may debit the respective amount from the settlement account.

(2) If Y debits an amount from the settlement account based on this agreement, X shall not issue a current-account check, or submit an ordinary deposit book and an ordinary deposit withdrawal request, despite the current account rule or the ordinary deposit rule.

Article 12 (assignment of claim)

(1) X shall accept in advance that Y may assign part or the whole of the loan claim based on this agreement to another financial institution in the future. X shall affirm that the clauses of the banking transaction agreement between X and Y and the clauses of this contract will continue to be applied even after the claim is assigned.

(2) X agrees that Y will perform the procedure for managing and collecting the claim based on this agreement as proxy for the assignee for the claim assigned by Y in the preceding paragraph while Y

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is entrusted by the assignee.

(3) If the claim based on this agreement uses guarantee of the credit guarantee corporation, Y shall obtain approval of the credit guarantee corporation in advance in assigning the claim in accordance with Paragraph 1.

Article 13 (special agreement on the joint surety)

(1) The joint surety shall assume guarantee obligation jointly with X for the claim for all debts that X has based on this agreement, and follow the provisions of the banking transaction agreement between X and Y and the provisions of this contract.

(2) The joint surety shall not offset the debt with a deposit of X to Y or any other claim.

(3) The joint surety shall not claim immunity even if Y changes or cancels the security or any other guarantee for its own reason.

(4) If the joint surety fulfills this guarantee obligation, he/she shall not exercise any right that he/she has acquired by subrogation from Y without consent of Y, while the transaction between X and Y is continuing.

If Y demands assignment of that right or the order to Y, the joint surety shall assign it to Y without charge.

(5) If the joint surety provides any other guarantee for the transaction between X and Y, that guarantee shall not be changed by this guarantee agreement. If the joint surety provides any other guarantee with an amount limit specified, the amount of this guarantee shall be added to that guarantee amount limit.

(6) Even if the joint surety provides any other guarantee in the future for the transaction between X and Y, the preceding paragraph shall apply.

2.

12:22, January 26, 2015 UBIC, Inc.

3.

Advance payment Both ends Loan contract (long-term fixed rate borrowings [with payment before maturity limitation clause], applicable interest indicated) Form (2-2) [to be preserved for ten years, 8026 20.3]

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