Revenue Stamp 100,000 yen

6

Repayment account

Branch:
Hachioji Branch

Title:
Ordinary

Account number:
0494084

Account holder:
Obligor

Inspection

Performed by

Seal confirmation

7

Guarantee from credit guarantee association

[__________] Credit Guaranty Association

Guarantee No.

In this handling, the submission of checks, savings or general account pass books, or payment requests shall be omitted regardless of provisions in the current account rules, savings deposit rules, or general account transaction rules.

In the event that payment funds in the repayment account are less than the amount of payment on the repayment date, the Bank may take the same procedures on any subsequent date as soon as the funds in the account reaches the amount of payment.

Guarantor shall be jointly and severally liable with Obligor for all obligations incurred by Obligor under this agreement, and shall adhere to the terms and provisions of the Banking Transaction Agreement separately submitted by Obligor and this agreement in performance of said obligations.

Guarantor shall not claim waiver as a result of change or release of other collateral or guarantees for the purposes of the Bank.

Guarantor shall not use deposits of Obligor with the Bank or other claims against the Bank for the purpose of offsetting.

In the event that Guarantor obtains any right from the Bank by subrogation as a result of its performance of guarantee obligation, Guarantor shall not exercise such rights without consent of the Bank as long as transactions continue between Obligor and the Bank. Guarantor shall transfer said right or priority to the Bank free of charge when so requested by the Bank.

Absent specific provisions to the contrary, in the event that Guarantor makes other guarantees in addition to the guarantee of the obligations of Obligor to the Bank, the total guarantee amount shall be the total of these guarantees and this guarantee shall not be influenced by any other guarantee.

(Seal)

(Special provisions)

Please attach a revenue stamp.

200 yen

Debtor

Address

Name

NeoPhotonics Semiconductor GK

550-10, Higashi-asakawamachi, Hachioji-shi, Tokyo

#409, Yu To Sang Building, 37 Queen’s Rd Central,

Hong Kong Special Administrative Region of the People’s Republic of China

Representative Member: NeoPhotonics Corporation Limited

Executive Officer: Lucas Oliver-Frost,

Joint and Several Guarantor

Address

Name

Joint and Several Guarantor

Address

Name

(TIBOR-based; Loan on deeds) [Spread]

For bank use

Inspection

seal

Performed

by

Seal

confirmation

Number 155-000177650*

Date 27/02/23 13:15:36

10002 12.05 (10Y)

“Special Agreement on Interest” refers individually or collectively to Special Agreement on Interest A and Special Agreement on Interest B.

“Special Agreement on Interest A” refers to the Special Agreement (on interest) within Original Contract A.

“Special Agreement on Interest B” refers to the Special Agreement (on interest) within Original Contract B.

“Accounting Statements” refers to the documents defined in 1) through 4) below (refers to audited Accounting Statements when there is a duty under applicable Laws and Regulations to audit Accounting Statements, or when Accounting Statements are otherwise audited; Includes Reports when Borrower creates Reports).

Financial statements (the balance sheet and profit and loss statement defined in Article 435.2 of the Companies Act and the non-consolidated statements of changes in net assets and notes to specific items defined in Article 59.1 of the Ordinance on Company Accounting) and Business Report for a business year as set forth in Article 435.2 of the Companies Act, and their annexed detailed statements

Temporary Financial Statements as set forth in Article 441.1 of the Companies Act when they are created (the balance sheet on the Temporary Closing Date defined in said paragraph, and the profit and loss statement for the period from the first day of the business year to which the Temporary Closing Date belongs until the Temporary Closing Date)

Consolidated financial statements (refers to the consolidated balance sheet, consolidated statements of income, consolidated statements of changes in net assets and consolidated notes set forth in Article 61 of the Ordinance on Company Accounting; and so in Subparagraph 3 below) for a business year as set forth in Paragraph 1 of the Companies Act pursuant to Article 444.3 of the Companies Act when they are required, and other consolidated financial statements for a business year as set forth in Article 444.1 of the Companies Act when they are created

Actual consolidated and non-consolidated balance sheet, profit and loss statement, statements of changes in net assets and notes to such financial statements

“Agreement Term” refers individually and collectively to “Term of Original Agreement A” and “Term of the Original Agreement B.”

“Original Contract” refers individually and collectively to “Original Contract A” and “Original Contract B.”

“Term of Original Agreement A” refers to the period from February 25, 2015 to the final repayment deadline set forth in Loan on Deed A.

“Term of the Original Agreement B” refers to the period from February 25, 2015 to the final repayment deadline set forth in Loan on Deed B.

“Loan on Deed” refers individually and collectively to “Loan on Deed A” and “Loan on Deed B.”

“Loan on Deed A” refers to the loan agreement within Original Contract A.

“Loan on Deed B” refers to the loan agreement within Original Contract B.

“Subsidiaries and Affiliates” refers to “subsidiaries” and “affiliated companies” as defined in Article 8 of “Ordinance on the Terminology, Forms, and Presentation Methods of Financial Statements, etc.”

“Antisocial Force” refers to any person set forth in 1) through 9) below and any person having a relationship set forth in 10) through 14) below.

Organized crime group (refers to a group which potentially encourages violent or unlawful acts by its members in an organized or habitual manner (including members of constituent groups); and so throughout)

Organized crime group member (refers to a member of an organized crime group; and so throughout)

Person for whom less than 5 years has elapsed since ceasing to be an organized crime group member

Organized crime group quasi-member (person with a relationship with an organized crime group that is not an organized crime group member and who may potentially use the threat of the organized crime group to commit violent or unlawful acts, or person who provides funds, weapons or similar items to an organized crime group or organized crime group member, or who otherwise cooperates or is involved in the maintenance and operations of an organized crime group; and so throughout)

Company affiliated with organized crime group (company in which an organized crime group member is effectively involved in management, company managed by an organized crime group quasi-member or former organized crime group member that provides funds to an organized crime group or company otherwise actively cooperating with or involved with the maintenance or operations of an organized crime group, or company making active use of an organized crime group in the conduct of its business etc. and cooperating in the maintenance or operation of the organized crime group)

Corporate extortionist etc. (corporate extortionist, thug or other party that potentially engages in violent, unlawful etc. acts in the pursuit of illicit benefits from companies etc. and threatens the safety of civic life)

Political racketeer (person or persons masquerading as a social or political movement, potentially engages in violent or unlawful acts seeking illicit benefits, and threatens the safety of civic life)

Crime group specialized in intellectual crimes (group or individual other than those listed in 1) through 7) that uses the influence of its relationship with an organized crime group, or that has financial ties to an organized crime group and serves as a structurally core member for illicit and illegal activities)

Other parties similar to 1) through 8) above

Person deemed to be in a relationship in which its management is controlled by a person described in 1) through 9) above (“Organized Crime Group Member etc.” hereinafter)

Person deemed to be in a relationship in which an Organized Crime Group Member etc. is effectively involved in its management

Person deemed to be in a relationship in which it improperly makes use of Organized Crime Group Members etc. for the purpose of furthering its own illicit gains or the illicit gains of third parties or for the purpose of inflicting damage on a third party

Person deemed to be in a relationship providing funds or benefits to an Organized Crime Group Member etc.

Officer or a person effectively involved in management of a company having socially condemnable relationship with an Organized Crime Group Member etc.

“Reports” refers to the securities report, semiannual report, quarterly report, extraordinary report and amendment report etc.

“Laws and Regulations” refers to treaties, laws, ordinances, orders, rules, municipal ordinances, verdicts, decisions, arbitral awards, circulars, guidelines and other legally or actually binding statutes.

“Loan” refers to a loan pursuant to the Original Contract and this Special Agreement.

This “Special Agreement” refers to this document.

Borrower is legally established and existing under the laws of Japan.

Borrower has the capacity to hold rights and capacity to act required to execute and perform the Original Contract and this Special Agreement, to perform all agreements executed by Borrower, and to possess assets.

The execution and performance of the Original Contract and this Special Agreement and all transactions pursuant to the Original Contract and this Special Agreement by Borrower are acts within the scope of Borrower’s purposes, and Borrower has completed in full all procedures required under Laws and Regulations, Borrower’s Articles of Incorporation, and any other internal bylaws.

The execution and performance of the Original Contract and this Special Agreement and all transactions pursuant to the Original Contract and this Special Agreement by Borrower (a) do not contravene Laws and Regulations binding on Borrower; (b) do not contravene Borrower’s Articles of Incorporation or other internal bylaws; and (c) do not breach agreements with third parties to which Borrower is a party or which are binding on Borrower or Borrower’s assets.

The person signing or affixing official seals to the Original Contract and this Special Agreement on behalf of Borrower is duly authorized to sign or affix official seals to the Original Contract and this Special Agreement on behalf of Borrower under all procedures required under Laws and Regulations Borrower’s Articles of Incorporation, and other internal bylaws.

The Original Contract and this Special Agreement are legally and effectively binding on Borrower, and Borrower can be compelled to perform them in accordance with their terms and conditions.

The Accounting Statements created by Borrower are created in an accurate and legal manner in accordance with generally accepted accounting standards in Japan.

Subsequent to the conclusion of Borrower’s business year, no facts having or potentially having a material adverse impact on the performance of duties under the Original Contract and this Special Agreement by Borrower, including but not limited to facts that adversely impact or reduce the business, assets, or financial position of Borrower and its Subsidiaries and Affiliates as shown in the Accounting Statements or other accounting documents for the accounting period (Borrower’s accounting period is as set forth in Additional Provision 2) have occurred.

There are no lawsuits, preservative procedures, compulsory execution of judgment procedures, arbitrations, mediations, administrative procedures, or other disputes in progress or potentially commencing that would have a material adverse impact on the performance of duties by Borrower under the Original Contract and this Special Agreement. In addition, bankruptcy, civil rehabilitation, corporate reorganization, special liquidation or other similar statutory bankruptcy procedures are not in progress nor is there the potential for them to commence with respect to Borrower.

No event of acceleration has occurred or could potentially occur with respect to Borrower.

Borrower has incurred no obligation in any form that would or would potentially exert a material adverse impact on the performance of duties under the Original Contract and this Special Agreement by Borrower.

All facts contained in all documents submitted by Borrower to Lender are true and accurate on all material points, are not presented in a misleading manner, and do not fail to disclose matters required to prevent misunderstandings in the execution of the Original Contract and this Special Agreement by Lender. Matters related to future forecasts included in these documents are forecast using reasonable methods, and no facts that would or would potentially have a material adverse impact on the forecast have occurred subsequent to the document submission date.

Borrower maintains all permits and licenses required to conduct its primary businesses, and continues in business in compliance with all Laws and Regulations.

Borrower does not constitute an Antisocial Force.

All matters set forth in Additional Provision 4.

Borrower shall report immediately to Lender in writing upon occurrence or potential occurrence of an event of acceleration with respect to any obligation of Borrower.

Borrower shall report immediately to Lender in writing on the status of assets, management or operations of Borrower or its Subsidiaries and Affiliates when so requested by Lender, or shall provide all accommodation necessary for the investigation thereof.

Borrower shall report immediately to Lender in writing upon occurrence or potential occurrence of a material change in the assets, management or business of Borrower or its Subsidiaries and Affiliates.

Borrower shall report immediately to Lender in writing upon commencement or potential commencement of lawsuits, preservative procedures, compulsory execution of judgment procedures, arbitration, mediation, administrative procedures or other disputes that exert or potentially exert a material influence on the performance of duties to Borrower under the Original Contract and this Special Agreement.

Borrower shall immediately report to Lender in writing together with a copy of the relevant order or notice upon receipt of an order or notice of provisional attachment, preservative attachment, attachment, provisional disposition, auction, procedures for collection of tax delinquency, or public sale of Borrower’s assets.

Borrower shall report immediately to Lender in writing upon discovery that any of the facts represented or warranted to Borrower in the Original Contract and this Special Agreement had been untrue or inaccurate at the time of representation or warranty, and upon occurrence or potential occurrence of circumstances in which representations and warranties to Borrower in the Original Contract and this Special Agreement become untruthful.

Borrower shall report immediately to Lender in writing upon occurrence or potential occurrence of events at Borrower that violate the Original Contract, this Special Agreement or other agreements with Lender.

Borrower shall submit to Lender the statements of accounts of Borrower set forth in Additional Provision 2 for each accounting period on or prior to the statement of accounts submission deadline set forth in Additional Provision 2. However, in the event that Borrower creates Reports, Borrower shall, in lieu of Accounting Statements, submit to Lender a copy of Reports in a timely manner upon submission to the Director General of the relevant Local Finance Bureau. In the event that Borrower makes electronic disclosure of Reports through an electronic disclosure system for securities reports etc. and other disclosure documents as set forth in the Financial Instruments and Exchange Act (organization for the processing of electronic disclosure information as set forth in Article 27-30-2 of the Financial Instruments and Exchange Act (EDINET)), Borrower shall be deemed to have submitted a copy of Reports at the time it furnishes notice of disclosure to Lender. In said circumstances, Borrower shall submit a copy of Reports to Lender when so requested by Lender.

Borrower shall immediately report to Lender in writing in the event of changes or potential changes to Accounting Statements or Reports submitted to Lender pursuant to item (8) above (including but not limited to changes in the calculation standards for any item in the Accounting Statements or Reports).

Borrower shall submit to Lender a Compliance Report in the format found in the Annex by the Compliance Report submission deadline.

All matters set forth in Additional Provision 5.

Material change in Borrower’s Articles of Incorporation

Suspension, cessation, or disbandment of Borrower’s business

Merger, corporate split, share swap or transfer of shares, organizational change under the Companies Act, transfer to a third party of all or a part of business or important assets (including transfer in the form of asset securitization or a sale and lease back arrangement etc.), leasing to a third party of all or a part of operations, delegation of management, execution of an agreement under which it shares all profit or loss from the business of another party, reduction of capital stock, reduction of reserves, or acceptance of all or a part of the important businesses or assets of a third party that would or would potentially have the material adverse impact on the performance of duties under this Special Agreement

Execution, modification or termination of an agreement to which Borrower is a party and which would or would potentially have an adverse impact on the performance of duties by Borrower under this Special Agreement

Change or cancellation of Borrower’s designated account

Other matters as set forth in Additional Provision 6

Borrower shall maintain all permits and licenses etc. required for the conduct of its primary businesses, and shall continue in business in compliance with all Laws and Regulations.

Borrower shall not change the nature of its primary businesses.

Borrower shall create accurate and legal Accounting Statements in accordance with generally accepted accounting standards in Japan.

Borrower shall remit taxes without delay.

Unless specified to the contrary in applicable Laws and Regulations, Borrower shall treat payments on all obligations under the Original Contract and this Special Agreement with at least the same order of precedence and in no way subordinate to any other unsecured and non-subordinated obligation (including obligations for the uncollected portion after liquidation of security for a secured loan).

Borrower shall not constitute an Antisocial Force.

Borrower shall not itself or through third parties acting on its behalf perform any of the acts set forth in 1) through 5) below.

Demands backed by violence

Improper demands in excess of legal liability

Use of threatening words or behavior or violent acts in transactions

An act undermining the credibility or impairing the operations of Lender by spreading rumors, or using fraudulent means or force

Any other act similar to 1) through 4) above

Borrower shall comply with all matters set forth in Additional Provision 7.

Suspension of payment, filing of a petition by or against Borrower for commencement of bankruptcy procedures, commencement of civil rehabilitation procedures, commencement of corporate reorganization procedures, commencement of special liquidation, commencement of other insolvency proceedings, or commencement of any of said procedures

Resolution to dissolve or order to dissolve

Suspension of transactions by a bill clearinghouse

Issuance of an order or notice of provisional attachment, preservative attachment or attachment with respect to Borrower’s deposit claims or other claims against Lender

Occurrence of an automatic acceleration matter as set forth in Additional Provision 9-1

Any fact represented or warranted by Borrower in this Special Agreement is found to have been untrue or inaccurate at the time of the representation or warranty.

Borrower is in breach of any stipulation in this Special Agreement (excluding Article 5.1 and Article 11.1).

Borrower is in default of performance of an obligation to Lender or a third party other than the obligations under the Original Contract and this Special Agreement, or Borrower incurs a guarantee obligations with respect to an obligation incurred by a third party and fails to perform such obligation as guarantor when required.

A bill or check issued by Borrower is dishonored for the first time.

Borrower suspends its business, becomes subject to a business suspension or prohibition order from a competent government agency, or Lender reasonably believes that such situation is likely.

A petition for special conciliation is filed by or against Borrower.

An event of acceleration by demand as set forth in Additional Provision 9-2 has occurred

In the event that a stipulation in this Special Agreement is inconsistent with or contravenes a stipulation in the Original Contract, the stipulation in this Special Agreement shall have priority in application.

For matters not stipulated in this Special Agreement, the stipulations of the Original Contract shall be followed.

Matters not stipulated in either this Special Agreement or the Original Contract shall be determined as mutually agreeable in good-faith consultation between Borrower and Lender.

A person for whom it is deemed appropriate under generally accepted accounting standards to set aside reserves for the claim against the Trade Debtor in excess of the maximum amount allocated to the allowance for doubtful accounts under Article 52 of the Corporate Tax Act and Article 96 of the Order for Enforcement of the Corporate Tax Act;

A person who is subject to suspension of payment, person for whom a petition for bankruptcy, civil rehabilitation, corporate reorganization, special liquidation or other similar legal proceeding has been filed, or a person for whom there is cause or potential cause for petition for said legal proceeding;

A person who has resolved to dissolve or commenced liquidation procedures;

A person who is subject to dishonorment of a bill or check;

A person who is subject to public sale, disposition for delinquent taxes, or other disposition under governmental authority;

A person who has commenced negotiations with obligors for private reorganization or other similar measures;

A person who has received support from creditors or is deemed to require such support;

A person for whom there is reasonable cause to be concerned about its creditworthiness; or

A person who constitutes an Antisocial Force.

The nature of the claim is not in violation of Laws and Regulations.

The claim results from the ordinary commercial transactions of Borrower (in addition to domestic transactions, export transactions of Borrower as approved by Lender) and is denominated in Japanese yen or a foreign currency (regardless of the currency).

No delay of payment or other non-fulfillment of obligations has occurred, and no reasonable ground exists to assume nonpayment or other non-fulfillment of obligations on the payment deadline.

There is no defense of invalidation or nullification of claim, revocation, discharge, offsetting or any other right of defense, and no other impediment to receipt of the accounts receivable by Borrower.

The claim has been generated in accordance with the normal credit policies of Borrower.

No issuance of a promissory note has been made or is planned to be made with respect to the claim.

No transfer to third parties (including factoring), no establishment of pledge rights, mortgage, or other collateral rights has occurred.

No lawsuit has been brought or petition for attachment, provisional attachment or provisional disposition filed by a third party with respect to the claim.

Original Contract A

Refers individually and collectively to the following agreements.

- Loan Agreement dated February 25, 2015

(Borrowing of 500,000,000 yen)

- Special Agreement (on interest) dated February 25, 2015 regarding the foregoing Loan Agreement.

Original Contract B

Refers individually and collectively to the following agreements.

- Loan Agreement dated February 25, 2015

(Borrowing of 1,000,000,000 yen)

- Special Agreement (on interest) dated February 25, 2015 regarding the foregoing Loan Agreement.

Purpose

Original Contract A: operating cash (including funds to make repayment to theforeign parent company)

Original Contract B: equipment funding

Designated account

Deposit account for repayment:

The Bank of Tokyo-Mitsubishi UFJ, Ltd. Hachioji Branch

Type of bank account: Ordinary deposit

Account number: 0494084

Accounts receivable collection account:

The Bank of Tokyo-Mitsubishi UFJ, Ltd. Hachioji Branch

Type of bank account: Ordinary deposit

Account number: 0494084

The Bank of Tokyo-Mitsubishi UFJ, Ltd. Hachioji Branch

Type of bank account: Foreign currency ordinary deposit

Account number: 5458515

Borrower’s accounting period

Business year ends February (Business year: From March 1 to February 28 next year)

* Accounting closing month of Borrower changes to December (Business year: From January 1 to December 31) after the closing of accounts for FYE February 2015 onwards. The accounting period following FYE February 2015 is FYE December 2015.

Statements of accounts

Non-consolidated Accounting Statements

Copy of tax filing

Statement of accounts submission deadline

Within 3 months of the final day of the accounting period

(The first accounting period is for the year ending February 2015)

Compliance Report submission deadline

Within 3 months of the final day of the accounting period

(The first submission deadline is the end of May 2015)

Trial balance base date

Final day of each month *Excluding the accounting closing month.

(The first base date is the end of April 2015)

Trial balance submission deadline

Within 1 month of the base date

Table of Outstanding Borrowings by Financial Institution base date

Final day of each month

(The first base date is the end of April 2015)

Table of Outstanding Borrowings by Financial Institution submission deadline

Within 1 month of the base date

Financial covenant determination date

3 months from the final day of the accounting period (the first determination date is the end of May 2015)

Fees

The scheme structuring fee is 37,500,000 yen plus applicable consumption taxes of 3,000,000 yen for a total of 40,500,000 yen

Ordinary trade debtors

Trade Debtors other than excluded persons

Excluded person

None specified as of the date of this Special Agreement (Deposits from subsidiaries and affiliated companies based on ordinary commercial transactions shall be included.).

Asset valuation determination date

The 15th of each month

(The Bank Business Day immediately after when that date is not a Bank Business Day. The first determination date is December 15, 2015.)

Lender notification date

The 20th of each month

(The Bank Business Day immediately after when that date is not a Bank Business Day. The first notification date is December 21, 2015.)

Deposit calculation base period

From the first day of the month 6 months prior to the asset valuation determination date (regardless of whether that date is a Bank Business Day) to the final day of the month 1 month prior to the determination date (regardless of whether that date is a Bank Business Day)

Method of calculating qualified deposits

Aggregate of amounts calculated according to A) and B) below for each Trade Debtor for Qualified Deposits made by each Trade Debtor. For purposes of calculation, Qualified Deposits denominated in foreign currencies shall be translated to Japanese yen again at a foreign exchange rate designated by Lender for each month.

A) Ordinary Trade Debtors

Total Qualified Deposits from the Trade Debtor.

B) Trade Debtors constituting excluded persons

0 yen regardless of the Qualified Deposits from the Trade Debtor.

All persons purchasing goods or receiving services from Borrower constitute Trade Debtors.

Deposits resulting from the collection of claims against Trade Debtors by Borrower are all Qualified Deposits if deposited to the accounts receivable collection account among the designated accounts during the deposit calculation base period.

Borrower shall submit to Lender the trial balances (indicating claim/obligation relationships between Borrower and its affiliated companies and in substance satisfactory to lender) as of the trial balance base date set forth in Additional Provision 2, on or prior to the trial balance submission deadline set forth in Additional Provision 2.

Borrower shall submit to Lender the Tables of Outstanding Borrowings by Financial Institution as at the Table of Outstanding Borrowings by Financial Institution base date set forth in Additional Provision 2, on or prior to the Table of Outstanding Borrowings by Financial Institution submission deadline set forth in Additional Provision 2.

Borrower shall manage all claims held by Borrower using Borrower’s system, and shall obtain prior written approval of Lender when modifying its management methods.

With respect to claims held by Borrower, Borrower shall (i) retain records, ledgers, certificates, notices, and other documents received from counterparties to which goods are sold or services provided; and (ii) create records and ledgers of amounts of claims against counterparties, amounts received in payment from counterparties, and amounts paid by Borrower and Lender to counterparties pursuant to the Original Contract and this Special Agreement according to ordinary business procedures.

Borrower shall fully perform at the appropriate time of performance all promises and agreements with counterparties to which it sells products or provides services in accordance with applicable Laws and Regulations and other orders.

Borrower shall take no action that would constitute a cause for a counterparty to which it has sold goods or provided services to obtain right of defense against Borrower or Lender, nor shall it take any action that would otherwise impair Lender’s rights with respect to claims held by Borrower.

Borrower shall promptly report the details of all claims held by Borrower (the third-party obligees’ name, type of claim, number of claims, amount and deadline of claim, and other matters regarding claims made by Lender) when so requested by Lender.

Borrower shall not transfer businesses related to any claim held by Borrower without written approval of Lender.

If Lender deems necessary to preserve claims against Borrower, Borrower shall, when so requested by Lender, provide collateral of the type and in the form satisfactory to Lender against the assets of Borrower in substance and form satisfactory to Lender (excluding accounts receivable to Parent Company A (NeoPhotonics Corporation, 2911 Zanker Road, San Jose, California, United States of America)) to secure all claims of Lender against Borrower.

Borrower shall not incur guarantee obligations against third parties.

Borrower shall cause Parent Company B (NeoPhotonics Co. Ltd., 37 Central Queens Road Hong Kong Special Administrative Region, People’s Republic of China) to maintain its equity ratio of 100% in Borrower.

Borrower shall maintain a repayment deposit account at a branch of a financial institution designated by Lender.

Borrower shall maintain on its non-consolidated balance sheet as of the final day of the accounting period for the business year total net assets of at least 100,000,000 yen and at least 70% of total net assets as at the final day of the accounting period for the preceding year (however, if the amount of total net assets on its non-consolidated balance sheet as of the

final day of the accounting period for each business year is 250,000,000 yen or greater, there is no need to maintain 70% of total net assets as of the final day of the accounting period for the preceding year).

Borrower shall not generate an ordinary loss for 2 consecutive terms on its non-consolidated profit and loss statement as at the final day of the accounting period for the business year. (However, for determinations of “2 consecutive terms,” any accounting period generating an ordinary loss after FYE February 2014 shall be considered the first accounting period generating an ordinary loss.)

Borrower shall maintain on the non-consolidated profit and loss statement as at the final day of the accounting period for the business year the total of “ordinary income/loss + depreciation- allocation for corporate income tax etc. - dividends” of at least 150,000,000 yen.

Payment date __________

(day of the month)

Name of agreement

February 25, 2015

Loan Agreement (borrowing of 500,000,000 yen)

February 25, 2015

Special Agreement (on interest rate) (related to the agreement above)

Payment date __________

(day of the month)

Name of agreement

February 25, 2015

Loan Agreement (borrowing of 1,000,000,000 yen)

February 25, 2015

Special Agreement (on interest rate) (related to the agreement above)

Payment date __________

(day of the month)

Name of agreement

February 25, 2015

Special Agreement

Inspection seal

Compliance confirmation

Seal confirmation

Performed by

Inspection

seal

Implementation

Seal confirmation

Designated Dispute Resolution Organization Retained by the Bank

Japanese Bankers Association, a Japanese ippan shadan houjin

Counselling Office of Japanese Bankers Association

Tel: 0570-017109 or 03-5252-3772

Business Hour/ Monday to Friday 9:00 – 17:00 (except for holidays and from December 31 to January 3)