Special Agreement on Loans

Exhibit 4.29

(Translation)

Stamp

200 yen

November 30, 2015

To: The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Borrower

Address: Xxxxxx Xxxxxxxx Building,

2-12-23 Konan, Minato-ku, Tokyo, 108-0075

UBIC, Inc.

Name:Xxxxxxxx Xxxxxxxx,(Seal)

CEO and Chairman of the Board

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 agreement that is delivered by the Borrower to the Loaner separately or is executed between the parties (hereinafter the “Transaction Agreement”) are referred to individually or collectively as the “Original Agreement, Etc.”), in addition to the obligation to comply with the provisions of the Original Agreement.

Article 1 (Purpose of Loan)

Regarding the money raised through Individual Loans, the Borrower shall comply with the provisions of the Original Agreement providing for the purpose of the loan (including but not limited to Article 2, paragraph 3, of the Loan Agreement), and shall use it only as funds for the following items:

(1)

Funds for the purchase (hereinafter the “Stock Acquisition”) of all outstanding shares (hereinafter the “Stock”) of EVD, INC., (a California corporation) (location: 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx, XX 00000, County of Kent; hereinafter the “Object Company”) owned by each corporation of the following items (hereinafter individually or collectively the “Seller”):

(i)

ANDATHA INTERNATIONAL, INC. (a California corporation);

(ii)

EVOLVE DISCOVERY PA, LLC (a [Pennsylvania] limited liability company);

(iii)

EVOLVE DISCOVERY LA, LLC (a [California] limited liability company);

(iv)

EVOLVE DISCOVERY PORTLAND, LLC (an Oregon limited liability company); and

(v)

EVOLVE DISCOVERY SEATTLE, LLC (a Washington limited liability company).

(2)

Funds for the payment of taxes and other public charges and expenses required for the acquisition of the Stock

(3)

Funds for the repayment of outstanding debts and other liabilities incurred by the Object Company, as well as investment funds and loans to the Object Company to be allotted to such repayment

Section Used by Bank

Confirmation of preconditions fulfillment		Inspection	Verification of a seal impression	Implementation
Inspection	Implementation

Article 2 (Preconditions for Execution of Individual Loans)

1. The Loaner shall execute the Tranche A Loan on condition of the fulfillment of all conditions set forth in the following items as of the execution date of the Tranche A Loan. The fulfillment of the conditions shall be determined by the Loaner; provided, however, that even if all or part of the conditions in the following items are not fulfilled, the Loaner may at its discretion execute the Tranche A Loan, and even if all of the conditions in the following items are fulfilled, the Loaner may at its discretion choose not to execute the Tranche A Loan.

(1)

All facts represented and warranted by the Borrower under items of Article 7 are true and accurate.

(2)

There is not any cause, or prospects therefor, falling under the provisions of item 1 or 2 of Article 13 hereof, Article 5 of the Loan Agreement, Article 3 of the special stipulations of the Loan Agreement, or Article 5, paragraph 1 or 2, of the Transaction Agreement.

(3)

The Borrower does not violate any provision of the Original Agreement, Etc., this Special Agreement, or any other agreement entered into between it and the Loaner, and is not likely to violate any of them after the execution date of the Tranche A Loan.

(4)

All of the conditions for the execution of the Tranche A Loan set forth in the Original Agreement are fulfilled (including but not limited to the proviso of Article 2, paragraph 4, of the Loan

Agreement, and Article 4, paragraph 3, of the Loan Agreement).

(5)

The Borrower submits to the Loaner materials for the confirmation of the loan purpose of the Tranche A Loan (including but not limited to written claims and estimates).

(6)

There is not the occurrence of natural disasters or other events, wars, riots, acts of terrorism, arson or other man-made events, an interruption or failure of electricity, communications or any kind of payment settlement system, any event arising in the Tokyo interbank market for which yen funds loan transactions are unable to be executed, or any incident due to reasons not attributable to the Loaner that makes the Loaner’s execution of the Tranche A Loan impossible or significantly difficult.

(7)

The Loaner receives from the Borrower the following documents, whose contents satisfy the Loaner:

(i)

Copies of all documents required by the Loaner (hereinafter the “Documents Related to Stock Transaction Agreement”) in relation to the stock transaction agreement entered into between the parties and the Object Company concerning the Stock (hereinafter the “Stock Transaction Agreement”); and

(ii)

Other relevant documents related to the acquisition of the Stock.

(8)

The Loaner receives other documents and information designated by the Loaner as necessary materials for the execution of the Tranche A Loan.

2. The Loaner shall execute the Tranche B Loan on condition of the fulfillment of all conditions set forth in the following items as of the execution date of the Tranche B Loan. The fulfillment of the conditions shall be determined by the Loaner; provided, however, that even if all or part of the conditions in the following items are not fulfilled, the Loaner may at its own discretion execute the Tranche B Loan, and even if all of the conditions in the following items are fulfilled, the Loaner may at its discretion choose not to execute the Tranche B Loan.

(1)

All facts represented and warranted by the Borrower under items of Article 7 are true and accurate.

(2)

(3)

(4)

All of the conditions for the execution of the Tranche B Loan set forth in the Original Agreement are fulfilled (including but not limited to the proviso of Article 2, paragraph 4, of the Loan Agreement, and Article 4, paragraph 3, of the Loan Agreement).

(5)

The Borrower submits to the Loaner materials for the confirmation of the loan purpose of the Tranche B Loan (including but not limited to written claims and estimates).

(6)

(7)

The Loaner receives from the Borrower all of the following documents, whose contents satisfy the Loaner:

(i)

Copies of the Documents Related to Stock Transaction Agreement; and

(ii)

Other relevant agreements related to the acquisition of the Stock.

(8)

The Loaner is submitted or provided other documents and information designated by the Loaner as necessary materials for the execution of the Tranche B Loan.

Article 3 (Agreement on Bank Account for Repayment)

1. The Borrower shall use, as the bank account for repayment of the principal and interest of Individual Loans (hereinafter the “Repayment Account”), the yen savings account (account number: 0000000;

account holder: UBIC, Inc.) and the foreign currency savings account (account number: 0000000; account holder: UBIC, Inc.) held at The Bank of Tokyo-Mitsubishi UFJ, Ltd. Shinagawa-Ekimae Branch, and shall maintain them at its own expense until it completes the performance of all liabilities owed to the Loaner under the Original Agreement, Etc., and this Special Agreement.

2. The Borrower shall pay money related to the loan purpose through the Repayment Account.

3. The Borrower shall receive dividends of surplus paid by the Object Company, refunds of withholding taxes on the said dividends of surplus, and other money paid by the Object Company to the Borrower for the status as a shareholder of the Object Company (hereinafter collectively “Dividends of Surplus”) by the method of transfer to the Repayment Account. If the Borrower receives the money by any other method, it shall deposit the money to the Repayment Account immediately after the receipt.

4. If any cause for forfeiture of the benefit of time occurs on the part of the Borrower, notwithstanding any deposit regulations related to the Repayment Account, the Borrower shall authorize the Loaner to withdraw any amount at its discretion from the Repayment Account. The Loaner may, at its discretion, appropriate funds withdrawn under the said authority to any repayment of Individual Loans or other liabilities owed by the Borrower to the Loaner.

Article 4 (Principal Repayment)

The Borrower shall pay the principal on the Individual Loans under the provisions of the Original Agreement.

Article 5 (Interest)

The Borrower shall pay the interest on the Individual Loans under the provisions of the Original Agreement.

Article 6 (Prepayment)

1. Regarding prepayment of an Individual Loan, the Borrower shall comply with the provisions of this Special Agreement, as well as of the Original Agreement (including but not limited to Article 2, paragraph 7, of the Loan Agreement, Article 2 of the special stipulations of the Loan Agreement, and Article 4, paragraph 4, of the special stipulations of the Loan Agreement).

2. If the Borrower, with the advance consent of the Loaner under the provision of item (4) of Article 10, transfers or sells to a third party, or otherwise disposes of all or part of the Stock, the Borrower shall pay, on the same day as the date of disposition (hereinafter the “Date of Forced Repayment before Due Date”), by the method prescribed by the Loaner, the sum of the full amount of the principal of all Individual Loans, the amount of interest accrued on the said principal amount during the period until (and including) the Date of Forced Repayment before the Due Date, and the settlement money prescribed in the Original Agreement (hereinafter “Settlement Money”).

Article 7 (Representation and Warranty by Borrower)

In addition to the representations and warranties under the provisions of the Original Agreement (including but not limited to Article 5, paragraph 1(a) and paragraph 2, of the special stipulations of the Loan Agreement), the Borrower represents and warrants to the Loaner that all of the following items are true and accurate as of the date of the conclusion hereof and the execution date of each Individual Loan, and shall compensate for any damage, loss, or expense incurred by the Loaner if any item is found to be untrue or inaccurate:

(1)

The conclusion or performance of the Original Agreement, Etc., or this Special Agreement by the Borrower, or transactions thereunder do not violate (a) any legislation binding on the Borrower (meaning treaties, laws, governmental and ministerial ordinances, regulations, rules, notifications, rulings, decisions, arbitration awards, communications, administrative guidelines, and policies of the authorities concerned; the same applies hereinafter), (b) the articles of incorporation or other internal rules of the Borrower, or (c) any contract or agreement with a third party to which the Borrower is a party, or which binds on the Borrower or its property.

(2)

The Original Agreement, Etc., and this Special Agreement have a binding force on the Borrower lawfully and effectively, and are enforceable under the provisions thereof.

(3)

Any Financial Statements prepared by the Borrower (they shall be audited Financial Statements, where legislation requires that the Financial Statements be audited, or they have been audited otherwise; and they shall include any securities reports, and semi-annual, quarterly, extraordinary, and reissued reports (hereinafter “Reports”) when such are prepared by the Borrower; the same applies hereinafter) are prepared accurately and lawfully in light of the accounting standards generally deemed as fair and reasonable in Japan. “Financial Statements” herein shall be as defined in the following items (i) through (iv):

(i)

Financial statements and business reports and their supplementary schedules for each business year set forth in Article 435, paragraph 2, of the Companies Act;

(ii)

Temporary financial statements set forth in Article 441, paragraph 1, of the Companies Act that have been prepared;

(iii)

Consolidated financial statements for each business year set forth in Article 444, paragraph 1, of the Companies Act (meaning a consolidated balance sheet, consolidated income statements, and statements of changes in net assets, and notes to consolidated financial statements set forth in Article 61 of the Rules for Corporate Computation; the same applies in this item (iii)) where the party is required to prepare them under the provisions of the said article, paragraph 3, as well as other consolidated financial statements for each business year set forth in Article 444, paragraph 1, of the Companies Act that have been prepared; and

(iv)

Consolidated and non-consolidated balance sheets, income statements, statements of changes in net assets, and notes to financial statements that have been prepared.

(4)

After the end of fiscal year (meaning a period from the commencement date (including the day) to the termination date (including the day) of each business year; the same applies hereinafter) of the Borrower in March 2015, there is no occurrence of a fact that will or may cause an important adverse effect to the performance of Borrower’s obligations under the Original Agreement, Etc., or this Special Agreement, including facts that deteriorate or decrease the business, assets, or financial conditions of the Borrower, its subsidiary or affiliate companies (meaning “subsidiary companies” and “affiliate companies” as defined in Article 8 of the Ordinance on the Terminology, Forms, and Preparation Methods of Financial Statements, etc.; the same applies hereinafter), which show on Financial Statements prepared by the Borrower for the said fiscal year or on other accounting documents.

(5)

There is not, or is not likely to be, the commencement of any lawsuit, procedures for securance or compulsory execution, mediation, arbitration, administrative procedures, or any other dispute with respect to the Borrower, that will or may cause an important adverse effect to the performance of obligations under the Original Agreement, Etc., or this Special Agreement.

(6)

The Borrower does not assume any debt that will or may cause an important adverse effect to the performance of obligations under the Original Agreement, Etc., or this Special Agreement.

(7)

All information written in any document submitted by the Borrower to the Loaner are true and accurate in material respects, do not include any description that gives rise to misunderstandings, and do not lack disclosure of any matter necessary for the Loaner to avoid misunderstandings in entering into the Original Agreement, Etc., and this Special Agreement, and in deciding on matters to be performed in relation to Individual Loans. And, matters contained in the said documents that are forecasts on the future are forecasted by reasonable methods, and after the date of submission thereof, there is no occurrence of a fact that will or may cause an important adverse effect to the forecasts.

(8)

The Borrower maintains permits and licenses necessary to conduct principal businesses, and continues business in compliance with all legislation.

(9)

There are no prospects for any problem in terms of law, accounting, or tax affairs with respect to the transfer of the Stock.

(10)

The Stock Transaction Agreement and other agreements entered into between any parties, including the Seller and the Borrower for the acquisition of the Stock (including but not limited to an Escrow Agreement (meaning the Escrow Agreement defined in the Stock Transaction Agreement; hereinafter the “Escrow Agreement”), entered into under the provisions of the Stock Transaction Agreement) are concluded lawfully and effectively and are legally binding.

Article 8 (Matters Observed by Borrower)

In addition to the commitments under the provisions of the Original Agreement (including but not limited to Article 4, paragraphs 2 and 3, of the special stipulations of the Loan Agreement, and Article 5, paragraphs 1 and 2, of the special stipulations of the Loan Agreement), the Borrower shall comply with the following items until it completes the performance of all liabilities to the Loaner under the Original Agreement, Etc., and this Special Agreement:

(1)

The Borrower shall not change its principal businesses.

(2)

The Borrower shall prepare Financial Statements accurately and lawfully under the accounting standards generally deemed as fair and reasonable in Japan.

(3)

The Borrower shall maintain the percentage of its stake in the Object Company at 100%.

(4)

The Borrower shall maintain the Stock Transaction Agreement and the trust account agreement to be legal and effective, and legally binding.

Article 9 (Matters Reported by Borrower)

In addition to the reports under the provisions of the Original Agreement (including but not limited to Article 4, paragraph 1, of the special stipulations of the Loan Agreement, and Article 6 of the special stipulations of the Loan Agreement), the Borrower shall give the following reports to the Loaner at its own expense until it completes the performance of all liabilities owed to the Loaner under the Original Agreement, Etc., and this Special Agreement:

(1)

The Borrower shall immediately give a written report to the Loaner if a cause for forfeiture of the benefit of time arises or is likely to arise with respect to the Borrower.

(2)

Within three (3) months from the last day of each fiscal year of the Borrower, beginning from that in March 2016, the Borrower shall submit to the Loaner, in relation to the provisions of the Original Agreement, Etc., and this Special Agreement, a report on the situation of compliance with “matters observed, etc.” in the form of the attached Annex 2 (Report on the Situation of Compliance with “Matters Observed, Etc.”).

(3)

Within three (3) months from the last day of each fiscal year of the Borrower, beginning from that

in March 2016, the Borrower shall submit to the Loaner a copy of Financial Statements or Reports. If there is or is likely to be any change to the information in Financial Statements or Reports submitted to the Loaner under this item, the Borrower shall immediately give a written report to the Loaner. When the Borrower discloses Reports electronically by EDINET, the foregoing copy shall be deemed to have been submitted at the time of the disclosure.

(4)

By the last day of September every year, the Borrower shall submit to the Loaner the shareholder registry of the Object Company (with standard preparation date being the last day of August, beginning from August 31, 2016), in writing in a form that satisfies the Loaner.

(5)

When it is decided that the Object Company will distribute Dividends of Surplus, the Borrower shall promptly submit to the Loaner, in a form that satisfies the Loaner, materials with which the amount of the Dividends of Surplus and the time of payment may be confirmed.

Article 10 (Borrower’s Obligation to Obtain Advance Consent)

Until the Borrower completes the performance of all liabilities owed to the Loaner under the Original Agreement, Etc., and this Special Agreement, the Borrower shall obtain the advance consent of the Loaner when it implements any of the following items:

(1)

If the articles of incorporation of the Borrower, or the articles of incorporation or the bylaws of the Object Company is modified materially;

(2)

If the Borrower or the Object Company implements a merger, corporate split-up, share exchange, stock transfer, organizational change under the Companies Act, transfer (or acceptance) of all or part of business or important assets, lease or management entrustment of all or part of business to a third party, or a decrease in capital fund or reserve fund (including similar acts outside Japan) that will or may cause an important adverse effect to the performance of obligations under the Original Agreement, Etc., or this Special Agreement;

(3)

If there is conclusion, modification, or cancellation of an agreement that will or may cause an important adverse effect to the performance of obligations under the Original Agreement, Etc., or this Special Agreement; or

(4)

If the Borrower transfers or sells to a third party, or otherwise disposes of, all or part of the Stock.

Article 11 (Restrictive Financial Covenants)

Until the Borrower completes the performance of all liabilities owed to the Loaner under the Original Agreement, Etc., and this Special Agreement, the Borrower shall comply with and maintain the following restrictive financial covenants:

(1)

The sum of the net asset in the Borrower’s non-consolidated balance sheet as of the last day of each fiscal year, beginning from the fiscal year ended in March 2016, shall be maintained at not less than 75% of either the sum of the net asset as of the last day of the fiscal year ended in March 2015 or the sum of the net asset as of the last day of the previous fiscal year, whichever is higher.

(2)

The sum of the net asset in the Borrower’s consolidated balance sheet as of the last day of each fiscal year, beginning from the fiscal year ended in March 2016, shall be maintained at not less than 75% of either the sum of the net asset as of the last day of the fiscal year ended in March 2015 or the sum of the net asset as of the last day of the previous fiscal year, whichever is higher.

(3)

Ordinary loss shall not be recorded for two consecutive years in unconsolidated income statements of the Borrower as of the last day of each fiscal year, beginning from the fiscal year ended in March 2016.

(4)

Ordinary loss shall not be recorded for two consecutive years in consolidated income statements of the Borrower as of the last day of each fiscal year, beginning from the fiscal year ended in March 2016.

Article 12 (Effect of Infringement of Restrictive Financial Covenants)

If the Borrower infringes one or more of items (1) through (4) of Article 11, the Borrower shall, at the request of the Loaner, lose the benefit of time with respect to all liabilities owed by the Borrower to the Loaner under the Original Agreement, Etc., and this Special Agreement and shall immediately repay the full amount of the liabilities to the Loaner.

Article 13 (Causes for Forfeiture of Benefit of Time)

1. If there is the occurrence of any cause set forth in Article 5, paragraph 1, of the Transaction Agreement, the Borrower shall, without any notification or demand of the Loaner, naturally lose the benefit of time with respect to all liabilities owed by the Borrower to the Loaner under the Original Agreement, Etc., and this Special Agreement, and shall immediately pay, by the method designated by the Loaner, the principal and interest of all Individual Loans, and Settlement Money, as well as any other money payable by the Borrower to the Loaner under the Original Agreement, Etc., and this Special Agreement.

2. If there is the occurrence of a cause set forth in Article 5, paragraph 2, of the Transaction Agreement, or a cause set forth in Article 5 of the Loan Agreement or Article 3 of the special stipulations of the Loan Agreement, or a cause set forth in the following items, the Borrower shall, at the request of the Loaner, lose the benefit of time with respect to all liabilities owed by the Borrower to the Loaner under the Original Agreement, Etc., and this Special Agreement and shall immediately pay, by the method designated by the Loaner, the principal and interest of all Individual Loans, and Settlement Money, as well as any other money payable by the Borrower to the Loaner under the Original Agreement, Etc., and this Special Agreement:

(1)

If it is discovered that any of the facts represented and warranted by the Borrower under items of Article 7 is untrue or inaccurate as of the time of the representation and warranty;

(2)

If the Borrower violates any provision of the Original Agreement, Etc., and this Special Agreement;

(3)

If an order or notice of provisional seizure, preservative seizure, seizure, provisional disposition, or attachment for delinquent tax is dispatched with respect to a security provided by the Borrower to the Loaner (including similar procedures outside Japan), or procedures for a public auction or sale are commenced;

(4)

If the Borrower defaults on any monetary liabilities (including warranty obligations) other than liabilities under the Original Agreement, Etc., and this Special Agreement or loses the benefit of time;

(5)

If the Borrower bounces a check for the first time, or if xxxxxx.xxx Co., Ltd. registers insolvency with respect to an electronically recorded monetary claim to the Borrower, or any other electronic monetary claim recording institution takes measures equivalent thereto:

(6)

If the Borrower violates legislation, suspends its business, or has its business suspended or prohibited by disposition of the competent governmental institutions, or if the Loaner reasonably deems any of the foregoing is possible;

(7)

If the Borrower adopts a resolution for dissolution, or receives a winding-up order (excluding dissolution of the Borrower incidental to an absorption-type or consolidation-type merger);

(8)

If Article 12 applies; or

(9)

Except as set forth in the preceding items, if the condition of the Borrower’s business or assets is or is likely to be deteriorated, which necessitates the measure in order to preserve claims.

3. In the case of the preceding paragraph, if notice or any other document dispatched by the Loaner arrives late or fails to reach for reasons attributable to the Borrower, including the omission of the

notice of a change of address, and the refusal to receive notice from the Loaner, it shall be deemed to have reached when it had reached usually, and the benefit of time shall be forfeited.

4. Even when the Borrower loses the benefit of time under paragraph 1, 2, or 3, Settlement Money may accrue, and the Borrower shall pay to the Loaner any Settlement Money accrued. In the event of forfeiture of the benefit of time on the part of the Borrower, the Borrower shall immediately pay, by the method designated by the Loaner, the principal and interest of all Individual Loans, and Settlement Money, as well as any other money payable by the Borrower to the Loaner under this Special Agreement.

Article 14 (Burden of Structuring Fee and Various Expenses)

1. On the execution date of the first Individual Loan, the Borrower shall, by the method designated by the Loaner, pay to the Loaner 21,600,000 yen (including the consumption tax and local consumption tax) as the fee for the structuring of loan under the Original Agreement, Etc., and this Special Agreement (hereinafter the “Structuring Fee”).

2. The Loaner shall not be required to return to the Borrower the Structuring Fee received by it; provided, however, that if the Loaner deems it necessary, it may return all or part of the Structuring Fee.

3. In addition to the provisions in the preceding paragraphs, the Borrower shall bear all expenses incurred in relation to the preparation, change and modification of this Special Agreement, and to the execution of Individual Loans under the Original Agreement, Etc., and this Special Agreement (including but not limited to the stamp duty and other taxes and public charges, and attorney fees), as well as reasonable expenses required for the Loaner to preserve and secure, and exercise rights under the Original Agreement, Etc., and this Special Agreement (including but not limited to attorney fees), and if the Loaner bears any of them on behalf of the Borrower, the Borrower shall repay it to the Loaner as soon as the Loaner requests it.

Article 15 (Modification to Agreement)

Neither the Original Agreement nor this Special Agreement may be modified unless the Borrower and the Loaner agree in writing.

Article 16 (Preparation of Notarial Deeds)

The Borrower shall, at the request of the Loaner, cooperate in procedures necessary for the preparation of notarial deeds, including statements of the acceptance of liabilities and the consent to compulsory execution under the Original Agreement, Etc., and this Special Agreement. Expenses for such procedures shall be borne by the Borrower.

Article 17 (Precedence Relationship of Special Agreement and Original Agreement, Etc.)

The following items apply to the relationship between the provisions of this Special Agreement and the Original Agreement, Etc., in applying them:

(1)

If a provision of this Special Agreement is in conflict or inconsistent with that of the Original Agreement, Etc., the provision of this Special Agreement shall apply preferentially.

(2)

Any matter not stipulated herein shall be governed by the Original Agreement, Etc.

(3)

Any matter not stipulated in either this Special Agreement or the Original Agreement, Etc. shall be determined in consultation between the Borrower and the Loaner.

Article 18 (Consultation)

If there is any matter not stipulated in either the Original Agreement, Etc., or this Special Agreement, or any question arising between the parties as to the interpretation of the Original Agreement, Etc., or this Special Agreement, the parties shall consult with each other in good faith and shall determine measures for it.

IN WITNESS WHEREOF, an original of this Special Agreement has been executed, the representative of the Borrower or proxy thereof has signed it or affixed his name and seal thereon, and the Loaner shall keep it. The Borrower shall accept a counterpart thereof from the Loaner.

Annex 1 (Individual Loan Schedule)

Individual Loan Schedule

1. Tranche A Individual Loan

Date of the first execution of loan: December 24, 2015

The first amount advanced: USD 9,120,000.00

Date of the second execution of loan: August 30, 2016

The second amount advanced: USD 1,100,000.00

2. Tranche B Individual Loan

Date of the first execution of loan: December 24, 2015

The first amount advanced: JPY 755,000,000

Date of the second execution of loan: August 30, 2016

The second amount advanced: JPY 98,000,000

Annex 2 (Report on the Situation of Compliance with “Matters Observed, Etc.”)

******** **, 20**

Report on the Situation of Compliance
with “Matters Observed, Etc.”

To: The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Borrower

Address:

Name:

The Borrower reports under Article 9, item (2) of the Special Agreement on Loan dated November 30, 2015, (the “Special Agreement”) delivered by the Borrower to The Bank of Tokyo-Mitsubishi UFJ, Ltd. (hereinafter the “Bank”) or executed between it and the Bank that the Borrower is in compliance with the provisions of the Original Agreement, Etc., and the Special Agreement; provided, however, that this does not apply to the provisions infringed (on condition that the infringement has been determined at the Bank’s discretion, or the fact thereof has been reported by the Borrower to the Bank).

Section Used by Bank

Inspection	Confirmation of Matters Observed	Verification of a seal impression	Implementation

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Special Agreement on Loans

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