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.
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.
