Exhibit 4.2


 





 






 


LEAD REAL ESTATE CO., LTD


 


AND


 


THE BANK OF NEW YORK MELLON


 


As Depositary


 


AND


 


OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES


 


Deposit Agreement


 


__________, 2022


 





 



 






     


     


    




 


TABLE OF CONTENTS


 


	ARTICLE 1.	DEFINITIONS	1
	SECTION 1.1.	American Depositary Shares	1
	SECTION 1.2.	Commission	2
	SECTION 1.3.	Company	2
	SECTION 1.4.	Custodian	2
	SECTION 1.5.	Deliver; Surrender	2
	SECTION 1.6.	Deposit Agreement	3
	SECTION 1.7.	Depositary; Depositary’s Office	3
	SECTION 1.8.	Deposited Securities	3
	SECTION 1.9.	Disseminate	3
	SECTION 1.10.	Dollars	3
	SECTION 1.11.	DTC	4
	SECTION 1.12.	FEFTA	4
	SECTION 1.13.	Foreign Registrar	4
	SECTION 1.14.	Holder	4
	SECTION 1.15.	Owner	4
	SECTION 1.16.	Receipts	4
	SECTION 1.17.	Registrar	4
	SECTION 1.18.	Replacement	5
	SECTION 1.19.	Restricted Securities	5
	SECTION 1.20.	Securities Act of 1933	5
	SECTION 1.21.	Shares	5
	SECTION 1.22.	SWIFT	5
	SECTION 1.23.	Termination Option Event	6
	 	 	 
	ARTICLE 2.	FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES	6
	SECTION 2.1.	Form of Receipts; Registration and Transferability of American Depositary Shares	6
	SECTION 2.2.	Deposit of Shares	7
	SECTION 2.3.	Delivery of American Depositary Shares	8
	SECTION 2.4.	Registration of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange of Certificated and Uncertificated American Depositary Shares	9
	SECTION 2.5.	Surrender of American Depositary Shares and Withdrawal of Deposited Securities	10
	SECTION 2.6.	Limitations on Delivery, Registration of Transfer and Surrender of American Depositary Shares	11
	SECTION 2.7.	Lost Receipts,
    etc.	12
	SECTION 2.8.	Cancellation and Destruction of Surrendered Receipts	12
	SECTION 2.9.	DTC Direct Registration System and Profile Modification System	12


 






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	ARTICLE 3.	CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES	13
	SECTION 3.1.	Filing Proofs, Certificates and Other Information	13
	SECTION 3.2.	Liability of Owner for Taxes	13
	SECTION 3.3.	Warranties on Deposit of Shares	14
	SECTION 3.4.	Disclosure of Interests	14
	 	 	 
	ARTICLE 4.	THE DEPOSITED SECURITIES	14
	SECTION 4.1.	Cash Distributions	14
	SECTION 4.2.	Distributions Other Than Cash, Shares or Rights	15
	SECTION 4.3.	Distributions in Shares	16
	SECTION 4.4.	Rights	17
	SECTION 4.5.	Conversion of Foreign Currency	18
	SECTION 4.6.	Fixing of Record Date	20
	SECTION 4.7.	Voting of Deposited Shares	20
	SECTION 4.8.	Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities	21
	SECTION 4.9.	Reports	23
	SECTION 4.10.	Lists of Owners	23
	SECTION 4.11.	Withholding	23
	 	 	 
	ARTICLE 5.	THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY	24
	SECTION 5.1.	Maintenance of Office and Register by the Depositary	24
	SECTION 5.2.	Prevention or Delay of Performance by the Company or the Depositary	24
	SECTION 5.3.	Obligations of the Depositary and the Company	25
	SECTION 5.4.	Resignation and Removal of the Depositary	26
	SECTION 5.5.	The Custodians	27
	SECTION 5.6.	Notices and Reports	27
	SECTION 5.7.	Distribution of Additional Shares, Rights, etc.	28
	SECTION 5.8.	Indemnification	28
	SECTION 5.9.	Charges of Depositary	29
	SECTION 5.10.	Retention of Depositary Documents	30
	SECTION 5.11.	Exclusivity	30
	SECTION 5.12.	Information for Regulatory Compliance	30



 






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	ARTICLE 6.	AMENDMENT AND TERMINATION	31
	SECTION 6.1.	Amendment	31
	SECTION 6.2.	Termination	31
	 	 	 
	ARTICLE 7.	MISCELLANEOUS	32
	SECTION 7.1.	Counterparts; Signatures; Delivery	32
	SECTION 7.2.	No Third Party Beneficiaries	33
	SECTION 7.3.	Severability	33
	SECTION 7.4.	Owners and Holders as Parties; Binding Effect	33
	SECTION 7.5.	Notices	33
	SECTION 7.6.	Appointment of Agent for Service of Process; Submission to Jurisdiction; Jury Trial Waiver	34
	SECTION 7.7.	Waiver of Immunities	35
	SECTION 7.8.	Governing Law	35



 






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DEPOSIT AGREEMENT


 


DEPOSIT AGREEMENT dated as of
__________, 2022 among LEAD REAL ESTATE CO., LTD, a company formed 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.


 


W I T N E S S E T H:


 


WHEREAS, the Company desires
to provide, as set forth in this Deposit Agreement, for the deposit of Shares (as hereinafter defined) of the Company from time to time
with the Depositary or with the Custodian (as hereinafter defined) under this Deposit Agreement, for the creation of American Depositary
Shares representing the Shares so deposited and for the execution and delivery of American Depositary Receipts evidencing the American
Depositary Shares; and


 


WHEREAS, the American Depositary
Receipts are to be substantially in the form of Exhibit A annexed to this Deposit Agreement, with appropriate insertions, modifications
and omissions, as set forth in this Deposit Agreement;


 


NOW, THEREFORE, in consideration
of the premises, it is agreed by and between the parties hereto as follows:


 


ARTICLE 1.          DEFINITIONS


 


The following definitions shall
for all purposes, unless otherwise clearly indicated, apply to the respective terms used in this Deposit Agreement:


 


SECTION 1.1.          American
Depositary Shares.


 


The term “American
Depositary Shares” shall mean the securities created under this Deposit Agreement representing rights with respect to the Deposited
Securities. American Depositary Shares may be certificated securities evidenced by Receipts or uncertificated securities. The form of
Receipt annexed as Exhibit A to this Deposit Agreement shall be the prospectus required under the Securities Act of 1933 (as hereinafter
defined) for sales of both certificated and uncertificated American Depositary Shares. Except for those provisions of this Deposit Agreement
that refer specifically to Receipts, all the provisions of this Deposit Agreement shall apply to both certificated and uncertificated
American Depositary Shares.


 


Each American Depositary Share
shall represent the number of Shares specified in Exhibit A to this Deposit Agreement, except that, if there is a distribution
upon Deposited Securities covered by Section 4.3, a change in Deposited Securities covered by Section 4.8 with respect to which
additional American Depositary Shares are not delivered or a sale of Deposited Securities under Section 3.2 or 4.8, each American
Depositary Share shall thereafter represent the amount of Shares or other Deposited Securities that are then on deposit per American Depositary
Share after giving effect to that distribution, change or sale.


 






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SECTION 1.2.          Commission.


 


The term “Commission”
shall mean the Securities and Exchange Commission of the United States or any successor governmental agency in the United States.


 


SECTION 1.3.          Company.


 


The term “Company”
shall mean Lead Real Estate Co., Ltd, a company formed under the laws of Japan, and its successors.


 


SECTION 1.4.          Custodian.


 


The term “Custodian”
shall mean MUFG Bank Ltd., as custodian for the Depositary in Japan for the purposes of this Deposit Agreement, and any other firm or
corporation the Depositary appoints under Section 5.5 as a substitute or additional custodian under this Deposit Agreement, and shall
also mean all of them collectively.


 


SECTION 1.5.          Deliver;
Surrender.


 


(a)             The
term “deliver”, or its noun form, when used with respect to Shares or other Deposited Securities, shall mean (i) book-entry
transfer of those Shares or other Deposited Securities to an account maintained by an institution authorized under applicable law to effect
transfers of such securities designated by the person entitled to that delivery or (ii) physical transfer of certificates evidencing
those Shares or other Deposited Securities registered in the name of, or duly endorsed or accompanied by proper instruments of transfer
to, the person entitled to that delivery.


 


(b)             The
term “deliver”, or its noun form, when used with respect to American Depositary Shares, shall mean (i) registration
of those American Depositary Shares in the name of DTC or its nominee and book-entry transfer of those American Depositary Shares to an
account at DTC designated by the person entitled to that delivery, (ii) registration of those American Depositary Shares not evidenced
by a Receipt on the books of the Depositary in the name requested by the person entitled to that delivery and mailing to that person of
a statement confirming that registration or (iii) if requested by the person entitled to that delivery, execution and delivery at
the Depositary’s Office to the person entitled to that delivery of one or more Receipts evidencing those American Depositary Shares
registered in the name requested by that person.


 






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(c)             The
term “surrender”, when used with respect to American Depositary Shares, shall mean (i) one or more book-entry
transfers of American Depositary Shares to the DTC account of the Depositary, (ii) delivery to the Depositary at its Office of an
instruction to surrender American Depositary Shares not evidenced by a Receipt or (iii) surrender to the Depositary at its Office
of one or more Receipts evidencing American Depositary Shares.


 


SECTION 1.6.          Deposit
Agreement.


 


The term “Deposit Agreement”
shall mean this Deposit Agreement, as it may be amended from time to time in accordance with the provisions of this Deposit Agreement.


 


SECTION 1.7.          Depositary;
Depositary’s Office.


 


The term “Depositary”
shall mean The Bank of New York Mellon, a New York banking corporation, and any successor as depositary under this Deposit Agreement.
The term “Office”, when used with respect to the Depositary, shall mean the office at which its depositary receipts
business is administered, which, at the date of this Deposit Agreement, is located at 240 Greenwich Street, New York, New York 10286.


 


SECTION 1.8.          Deposited
Securities.


 


The term “Deposited
Securities” as of any time shall mean Shares at such time deposited or deemed to be deposited under this Deposit Agreement,
including without limitation, Shares that have not been successfully delivered upon surrender of American Depositary Shares, and any and
all other securities, property and cash received by the Depositary or the Custodian in respect of Deposited Securities and at that time
held under this Deposit Agreement.


 


SECTION 1.9.          Disseminate.


 


The term “Disseminate,”
when referring to a notice or other information to be sent by the Depositary to Owners, shall mean (i) sending that information to
Owners in paper form by mail or another means or (ii) with the consent of Owners, another procedure that has the effect of making
the information available to Owners, which may include (A) sending the information by electronic mail or electronic messaging or
(B) sending in paper form or by electronic mail or messaging a statement that the information is available and may be accessed by
the Owner on an Internet website and that it will be sent in paper form upon request by the Owner, when that information is so available
and is sent in paper form as promptly as practicable upon request.


 


SECTION 1.10.        Dollars.


 


The term “Dollars”
shall mean United States dollars.


 






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SECTION 1.11.        DTC.


 


The term “DTC”
shall mean The Depository Trust Company or its successor.


 


SECTION 1.12.        FEFTA.


 


The term “FEFTA”
shall mean the Japanese Foreign Exchange and Foreign Trade Act and related regulations.


 


SECTION 1.13.        Foreign
Registrar.


 


The term “Foreign Registrar”
shall mean the entity that carries out the duties of registrar for the Shares and any other agent of the Company for the transfer and
registration of Shares, including, without limitation, any securities depository for the Shares.


 


SECTION 1.14.        Holder.


 


The term “Holder”
shall mean any person holding a Receipt or a security entitlement or other interest in American Depositary Shares, whether for its own
account or for the account of another person, but that is not the Owner of that Receipt or those American Depositary Shares.


 


SECTION 1.15.        Owner.


 


The term “Owner”
shall mean the person in whose name American Depositary Shares are registered on the books of the Depositary maintained for that purpose.


 


SECTION 1.16.        Receipts.


 


The term “Receipts”
shall mean the American Depositary Receipts issued under this Deposit Agreement evidencing certificated American Depositary Shares, as
the same may be amended from time to time in accordance with the provisions of this Deposit Agreement.


 


SECTION 1.17.        Registrar.


 


The term “Registrar”
shall mean any corporation or other entity that is appointed by the Depositary to register American Depositary Shares and transfers of
American Depositary Shares as provided in this Deposit Agreement.


 






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SECTION 1.18.        Replacement.


 


The term “Replacement”
shall have the meaning assigned to it in Section 4.8.


 


SECTION 1.19.        Restricted
Securities.


 


The term “Restricted
Securities” shall mean Shares that (i) are “restricted securities,” as defined in Rule 144 under the Securities
Act of 1933, except for Shares that could be resold in reliance on Rule 144 without any conditions, (ii) are beneficially owned
by an officer, director (or person performing similar functions) or other affiliate of the Company, (iii) otherwise would require
registration under the Securities Act of 1933 in connection with the public offer and sale thereof in the United States or (iv) are
subject to other restrictions on sale or deposit under the laws of Japan, a shareholder agreement or the articles of association or similar
document of the Company.


 


SECTION 1.20.        Securities
Act of 1933.


 


The term “Securities
Act of 1933” shall mean the United States Securities Act of 1933, as from time to time amended.


 


SECTION 1.21.        Shares.


 


The term “Shares”
shall mean ordinary shares of the Company that are validly issued and outstanding, fully paid and nonassessable and that were not issued
in violation of any pre-emptive or similar rights of the holders of outstanding securities of the Company; provided, however,
that, if there shall occur any change in nominal or par value, a split-up or consolidation or any other reclassification or, upon the
occurrence of an event described in Section 4.8, an exchange or conversion in respect of the Shares of the Company, the term “Shares”
shall thereafter also mean the successor securities resulting from such change in nominal value, split-up or consolidation or such other
reclassification or such exchange or conversion.


 


SECTION 1.22.        SWIFT.


 


The term “SWIFT”
shall mean the financial messaging network operated by the Society for Worldwide Interbank Financial Telecommunication, or its successor.


 






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SECTION 1.23.        Termination
Option Event.


 


The term “Termination
Option Event” shall mean any of the following events or conditions:


 


(i)              the
Company institutes proceedings to be adjudicated as bankrupt or insolvent, consents to the institution of bankruptcy or insolvency proceedings
against it, files a petition or answer or consent seeking reorganization or relief under any applicable law in respect of bankruptcy or
insolvency, consents to the filing of any petition of that kind or to the appointment of a receiver, liquidator, assignee, trustee, custodian
or sequestrator (or other similar official) of it or any substantial part of its property or makes an assignment for the benefit of creditors,
or if information becomes publicly available indicating that unsecured claims against the Company are not expected to be paid;


 


(ii)             the
American Depositary Shares are delisted from a stock exchange in the United States on which the American Depositary Shares were listed
and, 30 days after that delisting, the American Depositary Shares have not been listed on another stock exchange in the United States,
nor is there a symbol available for over-the-counter trading of the American Depositary Shares in the United States;


 


(iii)            the
Depositary has received notice of facts that indicate, or otherwise has reason to believe, that the American Depositary Shares have become,
or with the passage of time will become, ineligible for registration on Form F-6 under the Securities Act of 1933; or


 


(iv)            an
event or condition that is defined as a Termination Option Event in Section 4.1, 4.2 or 4.8.


 


ARTICLE 2.     FORM OF
RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES


 


SECTION 2.1.          Form of
Receipts; Registration and Transferability of American Depositary Shares.


 


Definitive Receipts shall be
substantially in the form set forth in Exhibit A to this Deposit Agreement, with appropriate insertions, modifications and omissions,
as permitted under this Deposit Agreement. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory
for any purpose, unless that Receipt has been (i) executed by the Depositary by the manual signature of a duly authorized officer
of the Depositary or (ii) executed by the facsimile signature of a duly authorized officer of the Depositary and countersigned by
the manual signature of a duly authorized signatory of the Depositary or the Registrar or a co-registrar. The Depositary shall maintain
books on which (x) each Receipt so executed and delivered as provided in this Deposit Agreement and each transfer of that Receipt
and (y) all American Depositary Shares delivered as provided in this Deposit Agreement and all registrations of transfer of American
Depositary Shares, shall be registered. A Receipt bearing the facsimile signature of a person that was at any time a proper officer of
the Depositary shall, subject to the other provisions of this paragraph, bind the Depositary, even if that person was not a proper officer
of the Depositary on the date of issuance of that Receipt.


 






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The Receipts and statements
confirming registration of American Depositary Shares may have incorporated in or attached to them such legends or recitals or modifications
not inconsistent with the provisions of this Deposit Agreement as may be required by the Depositary or required to comply with any applicable
law or regulations thereunder or with the rules and regulations of any securities exchange upon which American Depositary Shares
may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular
Receipts and American Depositary Shares are subject by reason of the date of issuance of the underlying Deposited Securities or otherwise.


 


American Depositary Shares evidenced
by a Receipt, when the Receipt is properly endorsed or accompanied by proper instruments of transfer, shall be transferable as certificated
registered securities under the laws of the State of New York. American Depositary Shares not evidenced by Receipts shall be transferable
as uncertificated registered securities under the laws of the State of New York. The Depositary, notwithstanding any notice to the contrary,
may treat the Owner of American Depositary Shares as the absolute owner thereof for the purpose of determining the person entitled to
distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes, and
neither the Depositary nor the Company shall have any obligation or be subject to any liability under this Deposit Agreement to any Holder
of American Depositary Shares (but only to the Owner of those American Depositary Shares).


 


SECTION 2.2.          Deposit
of Shares.


 


Subject to the terms and conditions
of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited under this Deposit Agreement by delivery thereof
to any Custodian, accompanied by any appropriate instruments or instructions for transfer, or endorsement, in form satisfactory to the
Custodian.


 


As conditions of accepting Shares
for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the
provisions of this Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of,
the person or persons stated in that order American Depositary Shares representing those deposited Shares, (iii) evidence satisfactory
to the Depositary that those Shares have been re-registered in the books of the Company or the Foreign Registrar in the name of the Depositary,
a Custodian or a nominee of the Depositary or a Custodian, (iv) evidence satisfactory to the Depositary that any necessary approval
for the transfer or deposit has been granted by any governmental body in each applicable jurisdiction and (v) an agreement or assignment,
or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of any dividend, or right to
subscribe for additional Shares or to receive other property, that any person in whose name those Shares are or have been recorded may
thereafter receive upon or in respect of those Shares, or, in lieu thereof, such agreement of indemnity or other agreement as shall be
satisfactory to the Depositary.


 






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The Depositary has been advised
that, as of the date of this Deposit Agreement, under FEFTA, it must obtain pre-clearance from the applicable Japanese governmental authority
prior to accepting Shares for deposit and that the applicable governmental authority may take up to 30 days to respond to applications
for that pre-clearance. Accordingly, persons wishing to deposit Shares should notify the Depositary of that desire at least 30 days in
advance. The Depositary shall not accept Shares for deposit until any required pre-clearance has been obtained. The Depositary has been
advised that, as of the date of this Deposit Agreement, FEFTA also requires it to notify the applicable governmental authority within
45 days after accepting Shares for deposit. The Company agrees to reimburse the Depositary for its expenses, including fees and expenses
of counsel, for applying for any required pre-clearance or notification in connection with deposits of Shares.


 


At the request and risk and
expense of a person proposing to deposit Shares, and for the account of that person, the Depositary may receive certificates for Shares
to be deposited, together with the other instruments specified in this Section, for the purpose of forwarding those Share certificates
to the Custodian for deposit under this Deposit Agreement.


 


The Depositary shall instruct
each Custodian that, upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited under this Deposit
Agreement, together with the other documents specified in this Section, that Custodian shall, as soon as transfer and recordation can
be accomplished, present that certificate or those certificates to the Company or the Foreign Registrar, if applicable, for transfer and
recordation of the Shares being deposited in the name of the Depositary or its nominee or that Custodian or its nominee.


 


Deposited Securities shall be
held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place or places as the Depositary
shall determine.


 


SECTION 2.3.          Delivery
of American Depositary Shares.


 


The Depositary shall instruct
each Custodian that, upon receipt by that Custodian of any deposit pursuant to Section 2.2, together with the other documents or
evidence required under that Section, that Custodian shall notify the Depositary of that deposit and the person or persons to whom or
upon whose written order American Depositary Shares are deliverable in respect thereof. Upon receiving a notice of a deposit from a Custodian,
or upon the receipt of Shares or evidence of the right to receive Shares by the Depositary, the Depositary, subject to the terms and conditions
of this Deposit Agreement, shall deliver, to or upon the order of the person or persons entitled thereto, the number of American Depositary
Shares issuable in respect of that deposit, but only upon payment to the Depositary of the fees and expenses of the Depositary for the
delivery of those American Depositary Shares as provided in Section 5.9, and of all taxes and governmental charges and fees payable
in connection with that deposit and the transfer of the deposited Shares. However, the Depositary shall deliver only whole numbers
of American Depositary Shares.


 






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SECTION 2.4.          Registration
of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange of Certificated and Uncertificated American
Depositary Shares.


 


The Depositary, subject to the
terms and conditions of this Deposit Agreement, shall register a transfer of American Depositary Shares on its transfer books upon (i) in
the case of certificated American Depositary Shares, surrender of the Receipt evidencing those American Depositary Shares, by the Owner
or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer or (ii) in the case of uncertificated
American Depositary Shares, receipt from the Owner of a proper instruction (including, for the avoidance of doubt, instructions through
DRS and Profile as provided in Section 2.9), and, in either case, duly stamped as may be required by the laws of the State of New
York and of the United States of America. Upon registration of a transfer, the Depositary shall deliver the transferred American Depositary
Shares to or upon the order of the person entitled thereto.


 


The Depositary, subject to the
terms and conditions of this Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up
or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number of American Depositary
Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered.


 


The Depositary, upon surrender
of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel the
Receipt evidencing those certificated American Depositary Shares and send the Owner a statement confirming that the Owner is the owner
of the same number of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including, for
the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.9) from the Owner of uncertificated American
Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated American
Depositary Shares and register and deliver to the Owner a Receipt evidencing the same number of certificated American Depositary Shares.


 


The Depositary may appoint one
or more co-transfer agents for the purpose of effecting registration of transfers of American Depositary Shares and combinations and split-ups
of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require
evidence of authority and compliance with applicable laws and other requirements by Owners or persons entitled to American Depositary
Shares and will be entitled to protection and indemnity to the same extent as the Depositary.


 






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SECTION 2.5.          Surrender
of American Depositary Shares and Withdrawal of Deposited Securities.


 


Upon surrender of American Depositary
Shares for the purpose of withdrawal of the Deposited Securities represented thereby and payment of the fee of the Depositary for the
surrender of American Depositary Shares as provided in Section 5.9 and payment of all taxes and governmental charges payable in connection
with that surrender and withdrawal of the Deposited Securities, and subject to the terms and conditions of this Deposit Agreement, the
Owner of those American Depositary Shares shall be entitled to delivery (to the extent delivery can then be lawfully and practicably made),
to or as instructed by that Owner, of the amount of Deposited Securities at the time represented by those American Depositary Shares,
but not any money or other property as to which a record date for distribution to Owners has passed (since money or other property
of that kind will be delivered or paid on the scheduled payment date to the Owner as of that record date), and except that the
Depositary shall not be required to accept surrender of American Depositary Shares for the purpose of withdrawal to the extent it would
require delivery of a fraction of a Deposited Security. That delivery shall be made, as provided in this Section, without unreasonable
delay.


 


As a condition of accepting
a surrender of American Depositary Shares for the purpose of withdrawal of Deposited Securities, the Depositary may require (i) that
each surrendered Receipt be properly endorsed in blank or accompanied by proper instruments of transfer in blank and (ii) that the
surrendering Owner execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited Securities being
withdrawn to be delivered to or upon the written order of a person or persons designated in that order.


 


Thereupon, the Depositary shall
direct the Custodian to deliver, subject to Sections 2.6, 3.1 and 3.2, the other terms and conditions of this Deposit Agreement and local
market rules and practices, to the surrendering Owner or to or upon the written order of the person or persons designated in the
order delivered to the Depositary as above provided, the amount of Deposited Securities represented by the surrendered American Depositary
Shares, and the Depositary may charge the surrendering Owner a fee and its expenses for giving that direction by cable (including SWIFT)
or facsimile transmission.


 


If Deposited Securities are
delivered physically upon surrender of American Depositary Shares for the purpose of withdrawal, that delivery will be made at the Custodian’s
office, except that, at the request, risk and expense of an Owner surrendering American Depositary Shares for withdrawal of Deposited
Securities, and for the account of that Owner, the Depositary shall direct the Custodian to forward any cash or other property comprising,
and forward a certificate or certificates, if applicable, and other proper documents of title, if any, for, the Deposited Securities represented
by the surrendered American Depositary Shares to the Depositary for delivery at the Depositary’s Office or to another address specified
in the order received from the surrendering Owner.


 






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The Depositary has been advised
that, as of the date of this Deposit Agreement, under FEFTA, any Foreign Investor (as defined under FEFTA) expecting to receive delivery
of Shares upon surrender of American Depositary Shares must obtain pre-clearance from the applicable Japanese governmental authority prior
to accepting that delivery and that the applicable governmental authority may take up to 30 days to respond to applications for that pre-clearance.
Accordingly, Owners that are Foreign Investors wishing to surrender American Depositary Shares for the purpose of withdrawal of deposited
Shares should apply or advise the persons to whom they intend to direct delivery of Shares to apply for pre-clearance at least 30 days
in advance. The Depositary shall not accept surrender of American Depositary Shares for the purpose of withdrawal of Shares until it receives
assurances satisfactory to it that any required pre-clearance for delivery of the Shares to be withdrawn to a Foreign Investor has been
obtained. The Depositary has been further advised that, as of the date of this Deposit Agreement, under FEFTA, it must notify the applicable
Japanese governmental authority within 45 days whenever it delivers deposited Shares upon a surrender of American Depositary Shares. The
Company agrees to reimburse the Depositary for its expenses, including fees and expenses of counsel, for making required notifications
of that kind.


 


SECTION 2.6.          Limitations
on Delivery, Registration of Transfer and Surrender of American Depositary Shares.


 


As a condition precedent to
the delivery, registration of transfer or surrender of any American Depositary Shares or split-up or combination of any Receipt or withdrawal
of any Deposited Securities, the Depositary, Custodian or Registrar may require payment from the depositor of Shares or the presenter
of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt of a
sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto
(including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as provided
in this Deposit Agreement, may require the production of proof satisfactory to it as to the identity and genuineness of any signature
and may also require compliance with any regulations the Depositary may establish consistent with the provisions of this Deposit Agreement,
including, without limitation, this Section 2.6.


 


The Depositary may refuse to
accept deposits of Shares for delivery of American Depositary Shares or to register transfers of American Depositary Shares in particular
instances, or may suspend deposits of Shares or registration of transfer generally, whenever it or the Company considers it necessary
or advisable to do so. The Depositary may refuse surrenders of American Depositary Shares for the purpose of withdrawal of Deposited Securities
in particular instances, or may suspend surrenders for the purpose of withdrawal generally, but, notwithstanding anything to the contrary
in this Deposit Agreement, only for (i) temporary delays caused by closing of the Depositary’s register or the register
of holders of Shares maintained by the Company or the Foreign Registrar, or the deposit of Shares, in connection with voting at a shareholders’
meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. or
foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities or
(iv) any other reason that, at the time, is permitted under paragraph I(A)(1) of the General Instructions to Form F-6 under
the Securities Act of 1933 or any successor to that provision.


 






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The Depositary shall not knowingly
accept for deposit under this Deposit Agreement any Shares that, at the time of deposit, are Restricted Securities.


 


SECTION 2.7.          Lost
Receipts, etc.


 


If a Receipt is mutilated, destroyed,
lost or stolen, the Depositary shall deliver to the Owner the American Depositary Shares evidenced by that Receipt in uncertificated form
or, if requested by the Owner, execute and deliver a new Receipt of like tenor in exchange and substitution for such mutilated Receipt,
upon surrender and cancellation of that mutilated Receipt, or in lieu of and in substitution for that destroyed, lost or stolen Receipt.
However, before the Depositary will deliver American Depositary Shares in uncertificated form or execute and deliver a new Receipt,
in substitution for a destroyed, lost or stolen Receipt, the Owner must (a) file with the Depositary (i) a request for that
replacement before the Depositary has notice that the Receipt has been acquired by a bona fide purchaser and (ii) a sufficient indemnity
bond and (b) satisfy any other reasonable requirements imposed by the Depositary.


 


SECTION 2.8.          Cancellation
and Destruction of Surrendered Receipts.


 


The Depositary shall cancel
all Receipts surrendered to it and is authorized to destroy Receipts so cancelled.


 


SECTION 2.9.          DTC
Direct Registration System and Profile Modification System.


 


(a)              Notwithstanding
the provisions of Section 2.4, the parties acknowledge that DTC’s Direct Registration System (“DRS”) and
Profile Modification System (“Profile”) apply to the American Depositary Shares upon acceptance thereof to DRS by
DTC. DRS is the system administered by DTC that facilitates interchange between registered holding of uncertificated securities and holding
of security entitlements in those securities through DTC and a DTC participant. Profile is a required feature of DRS that allows a DTC
participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary to register a transfer of
those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC
participant without receipt by the Depositary of prior authorization from the Owner to register that transfer.


 


(b)              In
connection with DRS/Profile, the parties acknowledge that the Depositary will not determine whether the DTC participant that is claiming
to be acting on behalf of an Owner in requesting a registration of transfer and delivery as described in paragraph (a) above has
the actual authority to act on behalf of that Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance
of doubt, the provisions of Sections 5.3 and 5.8 apply to the matters arising from the use of the DRS/Profile. The parties agree that
the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile system and otherwise
in accordance with this Deposit Agreement shall not constitute negligence or bad faith on the part of the Depositary.


 






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ARTICLE 3.      CERTAIN
OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES


 


SECTION 3.1.          Filing
Proofs, Certificates and Other Information.


 


Any person presenting Shares
for deposit or any Owner or Holder may be required from time to time to file with the Depositary or the Custodian such proof of citizenship
or residence, exchange control approval, or such information relating to the registration on the books of the Company or the Foreign Registrar,
if applicable, to execute such certificates and to make such representations and warranties, as the Depositary may deem necessary or proper.
The Depositary may withhold the delivery or registration of transfer of American Depositary Shares, the distribution of any dividend or
other distribution or of the proceeds thereof or the delivery of any Deposited Securities until that proof or other information is filed
or those certificates are executed or those representations and warranties are made.


 


SECTION 3.2.          Liability
of Owner for Taxes.


 


If any tax or other governmental
charge shall become payable by the Custodian or the Depositary with respect to or in connection with any American Depositary Shares or
any Deposited Securities represented by any American Depositary Shares or in connection with a transaction to which Section 4.8 applies,
that tax or other governmental charge shall be payable by the Owner of those American Depositary Shares to the Depositary. The Depositary
may refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited Securities represented by those
American Depositary Shares until that payment is made, and may withhold any dividends or other distributions or the proceeds thereof,
or may sell for the account of the Owner any part or all of the Deposited Securities represented by those American Depositary Shares and
apply those dividends or other distributions or the net proceeds of any sale of that kind in payment of that tax or other governmental
charge but, even after a sale of that kind, the Owner of those American Depositary Shares shall remain liable for any deficiency.
The Depositary shall distribute any net proceeds of a sale made under this Section that are not used to pay taxes or governmental
charges to the Owners entitled to them in accordance with Section 4.1. If the number of Shares represented by each American Depositary
Share decreases as a result of a sale of Deposited Securities under this Section, the Depositary may call for surrender of the American
Depositary Shares to be exchanged on a mandatory basis for a lesser number of American Depositary Shares and may sell American Depositary
Shares to the extent necessary to avoid distributing fractions of American Depositary Shares in that exchange and distribute the net proceeds
of that sale to the Owners entitled to them.


 






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SECTION
3.3.         Warranties on Deposit of
Shares.


 


Every person depositing Shares
under this Deposit Agreement shall be deemed thereby to represent and warrant that those Shares and each certificate therefor, if applicable,
are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive or similar rights of the holders of
outstanding securities of the Company and that the person making that deposit is duly authorized so to do. Every depositing person shall
also be deemed to represent that the Shares, at the time of deposit, are not Restricted Securities. All representations and warranties
deemed made under this Section shall survive the deposit of Shares and delivery of American Depositary Shares.


 


SECTION
3.4.          Disclosure of
Interests.


 


When required in order to
comply with applicable laws and regulations or the articles of association or similar document of the Company, the Company may from
time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in
which it holds American Depositary Shares, (b) the identity of any Holders or other persons or
entities then or previously interested in those American Depositary Shares and the nature of those interests
and (c) any other matter where disclosure of such matter is required for that compliance. Each Owner and Holder
agrees to provide all information known to it in response to a request made pursuant to this Section.  Each
Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American
Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating
to that Holder that is known to that Owner or other Holder.  The Depositary agrees to use reasonable efforts to
comply with written instructions requesting that the Depositary forward any request authorized under this Section to the Owners
and to forward to the Company any responses it receives in response to that request. The Depositary may charge the Company a fee and
its expenses for complying with requests under this Section 3.4.


 


ARTICLE 4.    THE
DEPOSITED SECURITIES


 


SECTION 4.1.          Cash
Distributions.


 


Whenever the Depositary receives
any cash dividend or other cash distribution on Deposited Securities, the Depositary shall, subject to the provisions of Section 4.5,
convert that dividend or other distribution into Dollars and distribute the amount thus received (net of the fees and expenses of the
Depositary as provided in Section 5.9) to the Owners entitled thereto, in proportion to the number of American Depositary Shares
representing those Deposited Securities held by them respectively; provided, however, that if the Custodian or the Depositary
shall be required to withhold and does withhold from that cash dividend or other cash distribution an amount on account of taxes or other
governmental charges, the amount distributed to the Owners of the American Depositary Shares representing those Deposited Securities shall
be reduced accordingly. However, the Depositary will not pay any Owner a fraction of one cent, but will round each Owner’s
entitlement to the nearest whole cent.


 






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The Company or its agent will
remit to the appropriate governmental agency in each applicable jurisdiction all amounts withheld and owing to such agency.


 


If a cash distribution would
represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary
may:


 


(i)  require payment
of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary
Shares) as a condition of making that cash distribution; or


 


(ii)  sell all Deposited
Securities other than the subject cash distribution and add any net cash proceeds of that sale to the cash distribution, call for surrender
of all those American Depositary Shares and require that surrender as a condition of making that cash distribution.


 


If the Depositary acts under this paragraph, that
action shall also be a Termination Option Event.


 


SECTION 4.2.          Distributions
Other Than Cash, Shares or Rights.


 


Subject to the provisions of
Sections 4.11 and 5.9, whenever the Depositary receives any distribution other than a distribution described in Section 4.1, 4.3
or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities), the Depositary shall cause
the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment of any fees
and expenses of the Depositary and any taxes or other governmental charges, in proportion to the number of American Depositary Shares
representing such Deposited Securities held by them respectively, in any manner that the Depositary deems equitable and practicable for
accomplishing that distribution (which may be a distribution of depositary shares representing the securities received); provided,
however, that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto,
or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account
of taxes or other governmental charges or that securities received must be registered under the Securities Act of 1933 in order to be
distributed to Owners or Holders) the Depositary deems such distribution not to be lawful and feasible, the Depositary may adopt such
other method as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the
public or private sale of the securities or property thus received, or any part thereof, and distribution of the net proceeds of any such
sale (net of the fees and expenses of the Depositary as provided in Section 5.9) to the Owners entitled thereto, all in the manner
and subject to the conditions set forth in Section 4.1. The Depositary may withhold any distribution of securities under this Section 4.2
if it has not received satisfactory assurances from the Company that the distribution does not require registration under the Securities
Act of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would otherwise distribute
under this Section 4.2 that is sufficient to pay its fees and expenses in respect of that distribution.


 






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If a distribution to be made
under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities underlying American
Depositary Shares, the Depositary may:


 


(i)  require payment
of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary
Shares) as a condition of making that distribution; or


 


(ii)  sell all Deposited
Securities other than the subject distribution and add any net cash proceeds of that sale to the distribution, call for surrender of all
those American Depositary Shares and require that surrender as a condition of making that distribution.


 


If the Depositary acts under this paragraph, that
action shall also be a Termination Option Event.


 


SECTION 4.3.          Distributions
in Shares.


 


Whenever the Depositary receives
any distribution on Deposited Securities consisting of a dividend in, or free distribution of, Shares, the Depositary may deliver to the
Owners entitled thereto, in proportion to the number of American Depositary Shares representing those Deposited Securities held by them
respectively, an aggregate number of American Depositary Shares representing the amount of Shares received as that dividend or free distribution,
subject to the terms and conditions of this Deposit Agreement with respect to the deposit of Shares and issuance of American Depositary
Shares, including withholding of any tax or governmental charge as provided in Section 4.11 and payment of the fees and expenses
of the Depositary as provided in Section 5.9 (and the Depositary may sell, by public or private sale, an amount of the Shares received
(or American Depositary Shares representing those Shares) sufficient to pay its fees and expenses in respect of that distribution). In
lieu of delivering fractional American Depositary Shares, the Depositary may sell the amount of Shares represented by the aggregate of
those fractions (or American Depositary Shares representing those Shares) and distribute the net proceeds, all in the manner and subject
to the conditions described in Section 4.1. If and to the extent that additional American Depositary Shares are not delivered and
Shares or American Depositary Shares are not sold, each American Depositary Share shall thenceforth also represent the additional Shares
distributed on the Deposited Securities represented thereby.


 






    -16- 


     


    

 


If the Company declares a distribution
in which holders of Deposited Securities have a right to elect whether to receive cash, Shares or other securities or a combination of
those things, or a right to elect to have a distribution sold on their behalf, the Depositary may, after consultation with the Company,
make that right of election available for exercise by Owners in any manner the Depositary considers to be lawful and practical. As a condition
of making a distribution election right available to Owners, the Depositary may require satisfactory assurances from the Company that
doing so does not require registration of any securities under the Securities Act of 1933 that has not been effected.


 


SECTION 4.4.          Rights.


 


(a)             If
rights are granted to the Depositary in respect of deposited Shares to purchase additional Shares or other securities, the Company and
the Depositary shall endeavor to consult as to the actions, if any, the Depositary should take in connection with that grant of rights.
The Depositary may, to the extent deemed by it to be lawful and practical (i) if requested in writing by the Company, grant to all
or certain Owners rights to instruct the Depositary to purchase the securities to which the rights relate and deliver those securities
or American Depositary Shares representing those securities to Owners, (ii) if requested in writing by the Company, deliver the rights
to or to the order of certain Owners, or (iii) sell the rights to the extent practicable and distribute the net proceeds of that
sale to Owners entitled to those proceeds. To the extent rights are not exercised, delivered or disposed of under (i), (ii) or (iii) above,
the Depositary shall permit the rights to lapse unexercised.


 


(b)             If
the Depositary will act under (a)(i) above, the Company and the Depositary will enter into a separate agreement setting forth the
conditions and procedures applicable to the particular offering. Upon instruction from an applicable Owner in the form the Depositary
specified and upon payment by that Owner to the Depositary of an amount equal to the purchase price of the securities to be received upon
the exercise of the rights, the Depositary shall, on behalf of that Owner, exercise the rights and purchase the securities. The purchased
securities shall be delivered to, or as instructed by, the Depositary. The Depositary shall (i) deposit the purchased Shares under
this Deposit Agreement and deliver American Depositary Shares representing those Shares to that Owner or (ii) deliver or cause the
purchased Shares or other securities to be delivered to or to the order of that Owner. The Depositary will not act under (a)(i) above
unless the offer and sale of the securities to which the rights relate are registered under the Securities Act of 1933 or the Depositary
has received an opinion of United States counsel that is satisfactory to it to the effect that those securities may be sold and delivered
to the applicable Owners without registration under the Securities Act of 1933.


 






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(c)              If
the Depositary will act under (a)(ii) above, the Company and the Depositary will enter into a separate agreement setting forth the
conditions and procedures applicable to the particular offering. Upon (i) the request of an applicable Owner to deliver the rights
allocable to the American Depositary Shares of that Owner to an account specified by that Owner to which the rights can be delivered and
(ii) receipt of such documents as the Company and the Depositary agreed to require to comply with applicable law, the Depositary
will deliver those rights as requested by that Owner.


 


(d)              If
the Depositary will act under (a)(iii) above, the Depositary will use reasonable efforts to sell the rights in proportion to the
number of American Depositary Shares held by the applicable Owners and pay the net proceeds to the Owners otherwise entitled to the rights
that were sold, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions
or the date of delivery of any American Depositary Shares or otherwise.


 


(e)              Payment
or deduction of the fees of the Depositary as provided in Section 5.9 and payment or deduction of the expenses of the Depositary
and any applicable taxes or other governmental charges shall be conditions of any delivery of securities or payment of cash proceeds under
this Section 4.4.


 


(f)              The
Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make rights available to or exercise
rights on behalf of Owners in general or any Owner in particular, or to sell rights.


 


SECTION 4.5.          Conversion
of Foreign Currency.


 


Whenever the Depositary or the
Custodian receives foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities, property
or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be converted
on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary or one of its agents or
affiliates or the Custodian shall convert or cause to be converted by sale or in any other manner that it may determine that foreign currency
into Dollars, and those Dollars shall be distributed to the Owners entitled thereto.  A cash distribution may be made upon an averaged
or other practicable basis without regard to any distinctions among Owners based on exchange restrictions, the date of delivery of any
American Depositary Shares or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided
in Section 5.9.


 


If a conversion of foreign currency
or the repatriation or distribution of Dollars can be effected only with the approval or license of any government or agency thereof,
the Depositary may, but will not be required to, file an application for that approval or license.


 






    -18- 


     


    

 


If the Depositary determines
that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable basis into Dollars
transferable to the United States, or if any approval or license of any government or agency thereof that is required for such conversion
is not filed or sought by the Depositary or is not obtained within a reasonable period as determined by the Depositary, the Depositary
may distribute the foreign currency received by the Depositary to, or in its discretion may hold such foreign currency uninvested and
without liability for interest thereon for the respective accounts of, the Owners entitled to receive the same.


 


If any conversion of foreign
currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion
make that conversion and distribution in Dollars to the extent practicable and permissible to the Owners entitled thereto and may distribute
the balance of the foreign currency received by the Depositary to, or hold that balance uninvested and without liability for interest
thereon for the account of, the Owners entitled thereto.


 


The Depositary may convert currency
itself or through any of its affiliates, or the Custodian or the Company may convert currency and pay Dollars to the Depositary. Where
the Depositary converts currency itself or through any of its affiliates, the Depositary acts as principal for its own account and not
as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads,
that it will retain for its own account.  The revenue is based on, among other things, the difference between the exchange rate assigned
to the currency conversion made under this Deposit Agreement and the rate that the Depositary or its affiliate receives when buying or
selling foreign currency for its own account.  The Depositary makes no representation that the exchange rate used or obtained by
it or its affiliate in any currency conversion under this Deposit Agreement will be the most favorable rate that could be obtained at
the time or that the method by which that rate will be determined will be the most favorable to Owners, subject to the Depositary’s
obligations under Section 5.3.  The methodology used to determine exchange rates used in currency conversions made by the Depositary
is available upon request. Where the Custodian converts currency, the Custodian has no obligation to obtain the most favorable rate that
could be obtained at the time or to ensure that the method by which that rate will be determined will be the most favorable to Owners,
and the Depositary makes no representation that the rate is the most favorable rate and will not be liable for any direct or indirect
losses associated with the rate.  In certain instances, the Depositary may receive dividends or other distributions from the Company
in Dollars that represent the proceeds of a conversion of foreign currency or translation from foreign currency at a rate that was obtained
or determined by or on behalf of the Company and, in such cases, the Depositary will not engage in, or be responsible for, any foreign
currency transactions and neither it nor the Company makes any representation that the rate obtained or determined by the Company is the
most favorable rate and neither it nor the Company will be liable for any direct or indirect losses associated with the rate.


 






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SECTION 4.6.          Fixing
of Record Date.


 


Whenever a cash dividend, cash
distribution or any other distribution is made on Deposited Securities or rights to purchase Shares or other securities are issued with
respect to Deposited Securities (which rights will be delivered to or exercised or sold on behalf of Owners in accordance with Section 4.4)
or the Depositary receives notice that a distribution or issuance of that kind will be made, or whenever the Depositary receives notice
that a meeting of holders of Shares will be held in respect of which the Company has requested the Depositary to send a notice under Section 4.7,
or whenever the Depositary will assess a fee or charge against the Owners, or whenever the Depositary causes a change in the number of
Shares that are represented by each American Depositary Share, or whenever the Depositary otherwise finds it necessary or convenient,
the Depositary shall fix a record date, which shall be the same as, or as near as practicable to, any corresponding record date set by
the Company with respect to Shares, (a) for the determination of the Owners (i) who shall be entitled to receive the benefit
of that dividend or other distribution or those rights, (ii) who shall be entitled to give instructions for the exercise of voting
rights at that meeting, (iii) who shall be responsible for that fee or charge or (iv) for any other purpose for which the record
date was set, or (b) on or after which each American Depositary Share will represent the changed number of Shares. Subject to the
provisions of Sections 4.1 through 4.5 and to the other terms and conditions of this Deposit Agreement, the Owners on a record date fixed
by the Depositary shall be entitled to receive the amount distributable by the Depositary with respect to that dividend or other distribution
or those rights or the net proceeds of sale thereof in proportion to the number of American Depositary Shares held by them respectively,
to give voting instructions or to act in respect of the other matter for which that record date was fixed, or be responsible for that
fee or charge, as the case may be.


 


SECTION 4.7.          Voting
of Deposited Shares.


 


(a)            Upon
receipt of notice of any meeting of holders of Shares at which holders of Shares will be entitled to vote, if requested in writing by
the Company, the Depositary shall, as soon as practicable thereafter, Disseminate to the Owners a notice, the form of which shall
be in the sole discretion of the Depositary, that shall contain (i) the information contained in the notice of meeting received by
the Depositary, (ii) a statement that the Owners as of the close of business on a specified record date will be entitled, subject
to any applicable provision of Japanese law and of the articles of association or similar documents of the Company, to instruct the Depositary
as to the exercise of the voting rights pertaining to the amount of Shares represented by their respective American Depositary Shares,
(iii) a statement as to the manner in which those instructions may be given and (iv) the last date on which the Depositary will
accept instructions (the “Instruction Cutoff Date”).


 


(b)             Upon
the written request of an Owner of American Depositary Shares, as of the date of the request or, if a record date was specified by the
Depositary, as of that record date, received on or before any Instruction Cutoff Date established by the Depositary, the
Depositary may, and if the Depositary sent a notice under the preceding paragraph shall, endeavor, in so far as practicable, to vote or
cause to be voted the amount of deposited Shares represented by those American Depositary Shares in accordance with the instructions set
forth in that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the deposited Shares other
than in accordance with instructions given by Owners and received by the Depositary.


 






    -20- 


     


    

 


(c)              There
can be no assurance that Owners generally or any Owner in particular will receive the notice described in paragraph (a) above
in time to enable Owners to give instructions to the Depositary prior to the Instruction Cutoff Date.


 


(d)              In
order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Shares, if the
Company will request the Depositary to Disseminate a notice under paragraph (a) above, the Company shall give the Depositary
notice of the meeting, details concerning the matters to be voted upon and copies of materials to be made available to holders of Shares
in connection with the meeting not less than 45 days prior to the meeting date.


 


SECTION 4.8.           Tender
and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities.


 


(a)            The
Depositary shall not tender any Deposited Securities in response to any voluntary cash tender offer, exchange offer or similar offer made
to holders of Deposited Securities (a “Voluntary Offer”), except when instructed in writing to do so by an Owner surrendering
American Depositary Shares and subject to any conditions or procedures the Depositary may require.


 


(b)              If
the Depositary receives a written notice that Deposited Securities have been redeemed for cash or otherwise purchased for cash in a transaction
that is mandatory and binding on the Depositary as a holder of those Deposited Securities (a “Redemption”), the Depositary,
at the expense of the Company, shall (i) if required, surrender Deposited Securities that have been redeemed to the issuer of those
securities or its agent on the redemption date, (ii) Disseminate a notice to Owners (A) notifying them of that Redemption, (B) calling
for surrender of a corresponding number of American Depositary Shares and (C) notifying them that the called American Depositary
Shares have been converted into a right only to receive the money received by the Depositary upon that Redemption and those net proceeds
shall be the Deposited Securities to which Owners of those converted American Depositary Shares shall be entitled upon surrenders of those
American Depositary Shares in accordance with Section 2.5 or 6.2 and (iii) distribute the money received upon that Redemption
to the Owners entitled to it upon surrender by them of called American Depositary Shares in accordance with Section 2.5 (and, for
the avoidance of doubt, Owners shall not be entitled to receive that money under Section 4.1). If the Redemption affects less than
all the Deposited Securities, the Depositary shall call for surrender a corresponding portion of the outstanding American Depositary Shares
and only those American Depositary Shares will automatically be converted into a right to receive the net proceeds of the Redemption.
The Depositary shall allocate the American Depositary Shares converted under the preceding sentence among the Owners pro-rata to their
respective holdings of American Depositary Shares immediately prior to the Redemption, except that the allocations may be adjusted
so that no fraction of a converted American Depositary Share is allocated to any Owner. A Redemption of all or substantially all of the
Deposited Securities shall be a Termination Option Event.






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(c)              If
the Depositary is notified of or there occurs any change in nominal value or any subdivision, combination or any other reclassification
of the Deposited Securities or any recapitalization, reorganization, sale of assets substantially as an entirety, merger or consolidation
affecting the issuer of the Deposited Securities or to which it is a party that is mandatory and binding on the Depositary as a holder
of Deposited Securities and, as a result, securities or other property have been or will be delivered in exchange, conversion, replacement
or in lieu of, Deposited Securities (a “Replacement”), the Depositary shall, if required, surrender the old Deposited
Securities affected by that Replacement of Shares and hold, as new Deposited Securities under this Deposit Agreement, the new securities
or other property delivered to it in that Replacement. However, the Depositary may elect to sell those new Deposited Securities
if in the opinion of the Depositary it is not lawful or not practical for it to hold those new Deposited Securities under this Deposit
Agreement because those new Deposited Securities may not be distributed to Owners without registration under the Securities Act of 1933
or for any other reason, at public or private sale, at such places and on such terms as it deems proper and proceed as if those new Deposited
Securities had been Redeemed under paragraph (b) above. A Replacement shall be a Termination Option Event.


 


(d)             In
the case of a Replacement where the new Deposited Securities will continue to be held under this Deposit Agreement, the Depositary may
call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing the new Deposited Securities and
the number of those new Deposited Securities represented by each American Depositary Share. If the number of Shares represented by each
American Depositary Share decreases as a result of a Replacement, the Depositary may call for surrender of the American Depositary Shares
to be exchanged on a mandatory basis for a lesser number of American Depositary Shares and may sell American Depositary Shares to the
extent necessary to avoid distributing fractions of American Depositary Shares in that exchange and distribute the net proceeds of that
sale to the Owners entitled to them.


 


(e)              If
there are no Deposited Securities with respect to American Depositary Shares, including if the Deposited Securities are cancelled, or
the Deposited Securities with respect to American Depositary Shares have become apparently worthless, the Depositary may call for surrender
of those American Depositary Shares or may cancel those American Depositary Shares, upon notice to Owners, and that condition shall be
a Termination Option Event.


 






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SECTION 4.9.          Reports.


 


The Depositary shall make available
for inspection by Owners at its Office any reports and communications, including any proxy solicitation material, received from the Company
which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made generally available to
the holders of those Deposited Securities by the Company. The Company shall furnish reports and communications, including any proxy soliciting
material to which this Section applies, to the Depositary in English, to the extent those materials are required to be translated
into English pursuant to any regulations of the Commission.


 


SECTION 4.10.        Lists
of Owners.


 


As promptly as practicable upon
written request by the Company, the Depositary shall, at the expense of the Company, furnish to it a list, as of a recent date, of the
names, addresses and American Depositary Share holdings of all Owners.


 


SECTION 4.11.        Withholding.


 


If the Depositary determines
that any distribution received or to be made by the Depositary (including Shares and rights to subscribe therefor) is subject to any tax
or other governmental charge that the Depositary is obligated to withhold, the Depositary may sell, by public or private sale, all or
a portion of the distributed property (including Shares and rights to subscribe therefor) in the amounts and manner the Depositary deems
necessary and practicable to pay those taxes or charges, and the Depositary shall distribute the net proceeds of that sale, after deduction
of those taxes or charges, to the Owners entitled thereto in proportion to the number of American Depositary Shares held by them respectively.


 


Services for Owners and Holders
that may permit them to obtain reduced rates of tax withholding at source or reclaim excess tax withheld, and the fees and costs associated
with using services of that kind, are not provided under, and are outside the scope of, this Deposit Agreement.


 


Each Owner and Holder agrees
to indemnify the Company, the Depositary, the Custodian and their respective directors, employees, agents and affiliates for, and hold
each of them harmless against, any claim by any governmental authority with respect to taxes, additions to tax, penalties or interest
arising out of any refund of taxes, reduced withholding at source or other tax benefit received by it.


 






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ARTICLE 5.    THE
DEPOSITARY, THE CUSTODIANS AND THE COMPANY


 


SECTION
5.1.  Maintenance of Office and Register by the Depositary.


 


Until termination of this Deposit
Agreement in accordance with its terms, the Depositary shall maintain facilities for the delivery, registration of transfers and surrender
of American Depositary Shares in accordance with the provisions of this Deposit Agreement.


 


The Depositary shall keep a
register of all Owners and all outstanding American Depositary Shares, which shall be open for inspection by the Owners at the Depositary’s
Office during regular business hours, but only for the purpose of communicating with Owners regarding the business of the Company or a
matter related to this Deposit Agreement or the American Depositary Shares.


 


The Depositary may close the
register for delivery, registration of transfer or surrender for the purpose of withdrawal from time to time as provided in Section 2.6.


 


If any American Depositary Shares
are listed on one or more stock exchanges, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for
registration of those American Depositary Shares in accordance with any requirements of that exchange or those exchanges.


 


SECTION
5.2.         Prevention or Delay of
Performance by the Company or the Depositary.


 


Neither the Depositary nor the
Company nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Owner or Holder:


 


(i) if by reason of (A) any
provision of any present or future law or regulation or other act or action of the government of the United States, any State of the United
States or any other state or jurisdiction, or of any governmental or regulatory authority or stock exchange; (B) (in the case of
the Depositary only) any provision, present or future, of the articles of association or similar document of the Company, or any provision
of any securities issued or distributed by the Company, or any offering or distribution thereof; or (C) any event or circumstance,
whether natural or caused by a person or persons, that is beyond the ability of the Depositary or the Company, as the case may be, to
prevent or counteract by reasonable care or effort (including, but not limited to, earthquakes, floods, severe storms, fires, explosions,
war, terrorism, civil unrest, labor disputes, criminal acts or outbreaks of infectious disease; interruptions or malfunctions of utility
services, Internet or other communications lines or systems; unauthorized access to or attacks on computer systems or websites; or
other failures or malfunctions of computer hardware or software or other systems or equipment), the Depositary or the Company is, directly
or indirectly, prevented from, forbidden to or delayed in, or could be subject to any civil or criminal penalty on account of doing or
performing and therefore does not do or perform, any act or thing that, by the terms of this Deposit Agreement or the Deposited Securities,
it is provided shall be done or performed;


 






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(ii) for any exercise of,
or failure to exercise, any discretion provided for in this Deposit Agreement (including any determination by the Depositary to take,
or not take, any action that this Deposit Agreement provides the Depositary may take);


 


(iii) for the inability
of any Owner or Holder to benefit from any distribution, offering, right or other benefit that is made available to holders of Deposited
Securities but is not, under the terms of this Deposit Agreement, made available to Owners or Holders; or


 


(iv) for any special, consequential
or punitive damages for any breach of the terms of this Deposit Agreement.


 


Where, by the terms of a distribution
to which Section 4.1, 4.2 or 4.3 applies, or an offering to which Section 4.4 applies, or for any other reason, that distribution
or offering may not be made available to Owners, and the Depositary may not dispose of that distribution or offering on behalf of Owners
and make the net proceeds available to Owners, then the Depositary shall not make that distribution or offering available to Owners, and
shall allow any rights, if applicable, to lapse.


 


SECTION
5.3.     Obligations of the Depositary and the
Company.


 


The Company assumes no obligation
nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder, except that the Company agrees to perform
its obligations specifically set forth in this Deposit Agreement without negligence or bad faith.


 


The Depositary assumes no obligation
nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder (including, without limitation, liability
with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to perform its obligations specifically
set forth in this Deposit Agreement without negligence or bad faith, and the Depositary shall not be a fiduciary or have any fiduciary
duty to Owners or Holders.


 


Neither the Depositary nor the
Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited
Securities or in respect of the American Depositary Shares on behalf of any Owner or Holder or any other person.


 


Each of the Depositary and the
Company may rely, and shall be protected in relying upon, any written notice, request, direction or other document believed by it to be
genuine and to have been signed or presented by the proper party or parties.


 






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Neither the Depositary nor the
Company shall be liable for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants,
any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice
or information.


 


The Depositary shall not be
liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary
or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the
issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted
as Depositary.


 


The Depositary shall not be
liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out
of book-entry settlement of American Depositary Shares or Deposited Securities or otherwise.


 


In the absence of bad faith
on its part, the Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities,
or for the manner in which any such vote is cast or the effect of any such vote.


 


The Depositary shall have no
duty to make any determination or provide any information as to the tax status of the Company or any liability for any tax consequences
that may be incurred by Owners or Holders as a result of owning or holding American Depositary Shares. The Depositary shall not be liable
for the inability or failure of an Owner or Holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund
of amounts withheld in respect of tax or any other tax benefit.


 


SECTION 5.4.          Resignation
and Removal of the Depositary.


 


The Depositary may at any time
resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become effective upon the appointment
of a successor depositary and its acceptance of that appointment as provided in this Section. The effect of resignation if a successor
depositary is not appointed is provided for in Section 6.2.


 


The Depositary may at any time
be removed by the Company by 120 days’ prior written notice of that removal, to become effective upon the later of (i) the
120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its acceptance of
its appointment as provided in this Section.


 






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If the Depositary resigns or
is removed, the Company shall use commercially reasonable efforts to appoint a successor depositary, which shall be a bank or trust company
having an office in The City of New York. Every successor depositary shall execute and deliver to the Company an instrument in writing
accepting its appointment under this Deposit Agreement. If the Depositary receives notice from the Company that a successor depositary
has been appointed following its resignation or removal, the Depositary, upon payment of all sums due it from the Company, shall deliver
to its successor a register listing all the Owners and their respective holdings of outstanding American Depositary Shares and shall deliver
the Deposited Securities to or to the order of its successor. When the Depositary has taken the actions specified in the preceding sentence
(i) the successor shall become the Depositary and shall have all the rights and shall assume all the duties of the Depositary under
this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary and shall be discharged and released
from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge.
A successor Depositary shall notify the Owners of its appointment as soon as practical after assuming the duties of Depositary.


 


Any corporation or other entity
into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing
of any document or any further act.


 


SECTION 5.5.          The
Custodians.


 


The Custodian shall be subject
at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Depositary in its discretion
may at any time appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians under
this Deposit Agreement. If the Depositary receives notice that a Custodian is resigning and, upon the effectiveness of that resignation
there would be no Custodian acting under this Deposit Agreement, the Depositary shall, as promptly as practicable after receiving that
notice, appoint a substitute custodian or custodians, each of which shall thereafter be a Custodian under this Deposit Agreement. The
Depositary shall require any Custodian that resigns or is removed to deliver all Deposited Securities held by it to another Custodian.


 


SECTION
5.6.          Notices and
Reports.


 


If the Company takes or decides
to take any corporate action of a kind that is addressed in Sections 4.1 to 4.4, or 4.6 to 4.8, or that effects or will effect a change
of the name or legal structure of the Company, or that effects or will effect a change to the Shares, the Company shall notify the Depositary
and the Custodian of that action or decision as soon as it is lawful and practical to give that notice.  The notice shall be in English
and shall include all details that the Company is required to include in any notice to any governmental or regulatory authority or securities
exchange or is required to make available generally to holders of Shares by publication or otherwise.


 






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The Company will arrange for
the translation into English, if not already in English, to the extent required pursuant to any regulations of the Commission, and the
prompt transmittal by the Company to the Depositary and the Custodian of all notices and any other reports and communications which are
made generally available by the Company to holders of its Shares. If requested in writing by the Company, the Depositary will Disseminate,
at the Company’s expense, those notices, reports and communications to all Owners or otherwise make them available to Owners in
a manner that the Company specifies as substantially equivalent to the manner in which those communications are made available to holders
of Shares and compliant with the requirements of any securities exchange on which the American Depositary Shares are listed. The Company
will timely provide the Depositary with the quantity of such notices, reports, and communications, as requested by the Depositary from
time to time, in order for the Depositary to effect that Dissemination.


 


The Company represents, continuously,
that the statements in Article 11 of the form of Receipt appearing as Exhibit A to this Deposit Agreement or, if applicable,
most recently filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 with respect to the Company’s
obligation to file periodic reports under the United States Securities Exchange Act of 1934, as amended, or its qualification for exemption
from registration under that Act pursuant to Rule 12g3-2(b) under that Act, as the case may be, are true and correct. The Company
agrees to promptly notify the Depositary upon becoming aware of any change in the truth of any of those statements or if there is any
change in the Company’s status regarding those reporting obligations or that qualification.


 


SECTION 5.7.          Distribution
of Additional Shares, Rights, etc.


 


If the Company or any affiliate
of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe for Shares,
(3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “Distribution”),
the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts
and, if requested in writing by the Depositary, the Company shall promptly furnish to the Depositary either (i) evidence satisfactory
to the Depositary that the Distribution is registered under the Securities Act of 1933 or (ii) a written opinion from U.S. counsel
for the Company that is reasonably satisfactory to the Depositary, stating that the Distribution does not require, or, if made in the
United States, would not require, registration under the Securities Act of 1933.


 


The Company agrees with the
Depositary that neither the Company nor any company controlled by, controlling or under common control with the Company will at any time
deposit any Shares that, at the time of deposit, are Restricted Securities.


 


SECTION 5.8.          Indemnification.


 


The Company agrees to indemnify
the Depositary, its directors, employees, agents and affiliates and each Custodian against, and hold each of them harmless from, any liability
or expense (including, but not limited to any fees and expenses incurred in seeking, enforcing or collecting such indemnity and the reasonable
fees and expenses of counsel) that may arise out of or in connection with (a) any registration with the Commission of American Depositary
Shares or Deposited Securities or the offer or sale thereof or (b) acts performed or omitted, pursuant to the provisions of or in
connection with this Deposit Agreement and the American Depositary Shares, as the same may be amended, modified or supplemented from time
to time, (i) by either the Depositary or a Custodian or their respective directors, employees, agents and affiliates, except for
any liability or expense arising out of the negligence or bad faith of either of them, or (ii) by the Company or any of its directors,
employees, agents and affiliates.


 






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The Depositary agrees to indemnify
the Company, its directors, employees, agents and affiliates and hold them harmless from any liability or expense (including, but not
limited to, any fees and expenses incurred in seeking, enforcing or collecting such indemnity and the reasonable fees and expenses of
counsel) that may arise out of acts performed or omitted by the Depositary or any Custodian or their respective directors, employees,
agents and affiliates due to their negligence or bad faith.


 


SECTION 5.9.          Charges
of Depositary.


 


The following charges shall
be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom American
Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company
or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant
to Section 4.3), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration fees as may
from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company or Foreign Registrar
and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its nominee on the making
of deposits or withdrawals hereunder, (3) such cable (including SWIFT) and facsimile transmission fees and expenses as are expressly
provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant
to Section 4.5, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery of American
Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares pursuant to Section 2.5
or 6.2, (6) a fee of $.05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to this
Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 and Section 4.8, (7) a fee for the distribution of
securities pursuant to Section 4.2 or of rights pursuant to Section 4.4 (where the Depositary will not exercise or sell those
rights on behalf of Owners), such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares
referred to above which would have been charged as a result of the deposit of such securities under this Deposit Agreement (for purposes
of this item 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to
Owners, (8) in addition to any fee charged under item 6 above, a fee of $.05 or less per American Depositary Share (or portion thereof)
per annum for depositary services, which will be payable as provided in item 9 below, and (9) any other charges payable by the Depositary
or the Custodian, any of the Depositary's or Custodian’s agents or the agents of the Depositary's or Custodian’s agents, in
connection with the servicing of Shares or other Deposited Securities (which charges shall be assessed against Owners as of the date or
dates set by the Depositary in accordance with Section 4.6 and shall be payable at the sole discretion of the Depositary by billing
those Owners for those charges or by deducting those charges from one or more cash dividends or other cash distributions).


 






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The Depositary may collect any
of its fees by deduction from any cash distribution payable, or by selling a portion of any securities to be distributed, to Owners that
are obligated to pay those fees.


 


In performing its duties under
this Deposit Agreement, the Depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by
or affiliated with the Depositary and that may earn or share fees, spreads or commissions.


 


The Depositary may own and deal
in any class of securities of the Company and its affiliates and in American Depositary Shares.


 


SECTION 5.10.        Retention
of Depositary Documents.


 


The Depositary is authorized
to destroy those documents, records, bills and other data compiled during the term of this Deposit Agreement at the times permitted by
the laws or regulations governing the Depositary.


 


SECTION 5.11.        Exclusivity.


 


Without prejudice to the Company’s
rights under Section 5.4, the Company agrees not to appoint any other depositary for issuance of depositary shares, depositary receipts
or any similar securities or instruments so long as The Bank of New York Mellon is acting as Depositary under this Deposit Agreement.


 


SECTION 5.12.        Information
for Regulatory Compliance.


 


Each of the Company and the
Depositary shall provide to the other, as promptly as practicable, information from its records or otherwise available to it that is reasonably
requested by the other to permit the other to comply with applicable law or requirements of governmental or regulatory authorities.


 






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ARTICLE 6.          AMENDMENT
AND TERMINATION


 


SECTION 6.1.          Amendment.


 


The form of the Receipts and
any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary
without the consent of Owners or Holders in any respect that they may deem necessary or desirable. Any amendment that would impose or
increase any fees or charges (other than taxes and other governmental charges, registration fees, cable (including SWIFT) or facsimile
transmission costs, delivery costs or other such expenses), or that would otherwise prejudice any substantial existing right of Owners,
shall, however, not become effective as to outstanding American Depositary Shares until the expiration of 30 days after notice of that
amendment has been Disseminated to the Owners of outstanding American Depositary Shares. Every Owner and Holder, at the time any amendment
so becomes effective, shall be deemed, by continuing to hold American Depositary Shares or any interest therein, to consent and agree
to that amendment and to be bound by this Deposit Agreement as amended thereby. Upon the effectiveness of an amendment to the form of
Receipt, including a change in the number of Shares represented by each American Depositary Share, the Depositary may call for surrender
of Receipts to be replaced with new Receipts in the amended form or call for surrender of American Depositary Shares to effect that change
of ratio. In no event shall any amendment impair the right of the Owner to surrender American Depositary Shares and receive delivery of
the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law.


 


SECTION 6.2.          Termination.


 


(a)              The
Company may initiate termination of this Deposit Agreement by notice to the Depositary. The Depositary may initiate termination of this
Deposit Agreement if (i) at any time 60 days shall have expired after the Depositary delivered to the Company a written resignation
notice and a successor depositary has not been appointed and accepted its appointment as provided in Section 5.4 or (ii) a Termination
Option Event has occurred. If termination of this Deposit Agreement is initiated, the Depositary shall promptly Disseminate a notice of
termination to the Owners of all American Depositary Shares then outstanding setting a date for termination (the “Termination
Date”), which shall be at least 90 days after the date of that notice, and this Deposit Agreement shall terminate on that Termination
Date.


 


(b)              After
the Termination Date, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to
the Depositary under Sections 5.8 and 5.9.


 


(c)              At
any time after the Termination Date, the Depositary may sell the Deposited Securities then held under this Deposit Agreement and may thereafter
hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without liability
for interest, for the pro rata benefit of the Owners of American Depositary Shares that remain outstanding, and those Owners will be general
creditors of the Depositary with respect to those net proceeds and that other cash. After making that sale, the Depositary shall be discharged
from all obligations under this Deposit Agreement, except (i) to account for the net proceeds and other cash (after deducting,
in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of
such American Depositary Shares in accordance with the terms and conditions of this Deposit Agreement and any applicable taxes or governmental
charges) and (ii) for its obligations under Section 5.8 and (iii) to act as provided in paragraph (d) below.


 






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(d)            After
the Termination Date, the Depositary shall continue to receive dividends and other distributions pertaining to Deposited Securities (that
have not been sold), may sell rights and other property as provided in this Deposit Agreement and shall deliver Deposited Securities (or
sale proceeds) upon surrender of American Depositary Shares (after payment or upon deduction, in each case, of the fee of the Depositary
for the surrender of American Depositary Shares, any expenses for the account of the Owner of those American Depositary Shares in accordance
with the terms and conditions of this Deposit Agreement and any applicable taxes or governmental charges). After the Termination Date,
the Depositary shall not accept deposits of Shares or deliver American Depositary Shares. After the Termination Date, (i) the Depositary
may refuse to accept surrenders of American Depositary Shares for the purpose of withdrawal of Deposited Securities (that have not been
sold) or reverse previously accepted surrenders of that kind that have not settled if in its judgment the requested withdrawal would interfere
with its efforts to sell the Deposited Securities, (ii) the Depositary will not be required to deliver cash proceeds of the sale
of Deposited Securities until all Deposited Securities have been sold and (iii) the Depositary may discontinue the registration of
transfers of American Depositary Shares and suspend the distribution of dividends and other distributions on Deposited Securities to the
Owners and need not give any further notices or perform any further acts under this Deposit Agreement except as provided in this Section.


 


ARTICLE 7.           MISCELLANEOUS


 


SECTION 7.1.          Counterparts;
Signatures; Delivery.


 


This Deposit Agreement may be
executed in any number of counterparts, each of which shall be deemed an original and all of those counterparts shall constitute one and
the same instrument. Copies of this Deposit Agreement shall be filed with the Depositary and the Custodians and shall be open to inspection
by any Owner or Holder during regular business hours.


 


The exchange of copies of this
Deposit Agreement and manually-signed signature pages by facsimile, or email attaching a pdf or similar bit-mapped image, shall constitute
effective execution and delivery of this Deposit Agreement as to the parties to it; copies and signature pages so exchanged may be
used in lieu of the original Deposit Agreement and signature pages for all purposes and shall have the same validity, legal effect
and admissibility in evidence as an original manual signature; the parties to this Deposit Agreement hereby agree not to argue to the
contrary.


 






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SECTION 7.2.          No
Third Party Beneficiaries.


 


This Deposit Agreement is for
the exclusive benefit of the Company, the Depositary, the Owners and the Holders and their respective successors and shall not be deemed
to give any legal or equitable right, remedy or claim whatsoever to any other person.


 


SECTION 7.3.          Severability.


 


In case any one or more of the
provisions contained in this Deposit Agreement or in a Receipt should be or become invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained in this Deposit Agreement or that Receipt shall in no way
be affected, prejudiced or disturbed thereby.


 


SECTION 7.4.          Owners
and Holders as Parties; Binding Effect.


 


The Owners and Holders from
time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions of this Deposit Agreement
and of the Receipts by acceptance of American Depositary Shares or any interest therein.


 


SECTION 7.5.          Notices.


 


Any and all notices to be given
to the Company shall be in writing and shall be deemed to have been duly given if personally delivered or sent by domestic first class
or international air mail or air courier or sent by facsimile transmission or email attaching a pdf or similar bit-mapped image of a
signed writing, addressed to Lead Real Estate Co., Ltd, 6F, MFPR Shibuya Nanpeidai Building 16-11, Nampeidai-cho, Shibuya-ku, Tokyo,
Japan, Attention: Eiji Nagahara, email: nagahara@lead-real.co.jp or any other place to which the Company may have transferred
its principal office with notice to the Depositary.


 


Any and all notices to be given
to the Depositary shall be in writing and shall be deemed to have been duly given if in English and personally delivered or sent by first
class domestic or international air mail or air courier or sent by facsimile transmission or email attaching a pdf or similar bit-mapped
image of a signed writing, addressed to The Bank of New York Mellon, 240 Greenwich Street, New York, New York 10286, Attention:
Depositary Receipt Administration, email: bnymdepositarynotices@bnymellon.com or any other place to which the Depositary may have
transferred its Office with notice to the Company.


 


Delivery of a notice to the
Company or Depositary by mail or air courier shall be deemed effected when deposited, postage prepaid, in a post-office letter box or
received by an air courier service. Delivery of a notice to the Company or Depositary sent by facsimile transmission or email shall be
deemed effected when the recipient acknowledges receipt of that notice.


 






    -33- 


     


    

 


A notice to be given to an Owner
shall be deemed to have been duly given when Disseminated to that Owner. Dissemination in paper form will be effective when personally
delivered or sent by first class domestic or international air mail or air courier, addressed to that Owner at the address of that Owner
as it appears on the transfer books for American Depositary Shares of the Depositary, or, if that Owner has filed with the Depositary
a written request that notices intended for that Owner be mailed to some other address, at the address designated in that request. Dissemination
in electronic form will be effective when sent in the manner consented to by the Owner to the electronic address most recently provided
by the Owner for that purpose.


 


SECTION
7.6.          Appointment of
Agent for Service of Process; Submission to Jurisdiction; Jury Trial Waiver.


 


The Company hereby (i) designates
and appoints the person named in Exhibit A to this Deposit Agreement as the Company's authorized agent in the United States upon
which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary
Shares, the Receipts or this Deposit Agreement (a “Proceeding”), (ii) consents and submits to the jurisdiction of any
state or federal court in the State of New York in which any Proceeding may be instituted and (iii) agrees that service of process
upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any Proceeding. The Company
agrees to deliver to the Depositary, upon the execution and delivery of this Deposit Agreement, a written acceptance by the agent named
in Exhibit A to this Deposit Agreement of its appointment as process agent. The Company further agrees to take any and all action,
including the filing of any and all such documents and instruments, as may be necessary to continue that designation and appointment in
full force and effect, or to appoint and maintain the appointment of another process agent located in the United States as required above,
and to deliver to the Depositary a written acceptance by that agent of that appointment, for so long as any American Depositary Shares
or Receipts remain outstanding or this Deposit Agreement remains in force. In the event the Company fails to maintain the designation
and appointment of a process agent in the United States in full force and effect, the Company hereby waives personal service of process
upon it and consents that a service of process in connection with a Proceeding may be made by certified or registered mail, return receipt
requested, directed to the Company at its address last specified for notices under this Deposit Agreement, and service so made shall be
deemed completed five (5) days after the same shall have been so mailed.


 


EACH PARTY TO THIS DEPOSIT AGREEMENT
(INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THIS
DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING, WITHOUT LIMITATION,
ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) AND ANY CLAIM BASED ON
U.S. FEDERAL SECURITIES LAWS.


 






    -34- 


     


    

 


No disclaimer of liability under
the United States federal securities laws or the rules and regulations thereunder is intended by any provision of this Deposit Agreement,
inasmuch as no person is able to effectively waive the duty of any other person to comply with its obligations under those laws, rules and
regulations.


 


SECTION 7.7.          Waiver
of Immunities.


 


To the extent that the Company
or any of its properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity,
on the grounds of sovereignty or otherwise, from any duty of performance under this Deposit Agreement, claim, legal action, suit or proceeding,
from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of
process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or from execution of judgment, or
other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings
may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection
with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement, the Company, to the fullest
extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any immunity of that kind and
consents to relief and enforcement as provided above.


 


SECTION 7.8.          Governing
Law.


 


This Deposit Agreement and the
Receipts shall be interpreted in accordance with and all rights hereunder and thereunder and provisions hereof and thereof shall be governed
by the internal laws of the State of New York, without giving effect to conflict of laws principles thereof.


 






    -35- 


     


    

 


IN WITNESS WHEREOF, LEAD REAL
ESTATE CO., LTD and THE BANK OF NEW YORK MELLON have duly executed this Deposit Agreement as of the day and year first set forth above
and all Owners and Holders shall become parties hereto upon acceptance by them of American Depositary Shares or any interest therein.


 


	 	LEAD REAL ESTATE CO., LTD
	 	 
	 	By:	 
	 	 	Name: Eiji Nagahara
	 	 	Title: Chief Executive Officer
	 	 
	 	THE BANK OF NEW YORK MELLON,
	 	as Depositary
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    -36- 


     


    

 


EXHIBIT A


 


	 	AMERICAN DEPOSITARY SHARES


(Each
American Depositary Share represents one deposited Share)






 


THE BANK OF NEW YORK MELLON


AMERICAN DEPOSITARY RECEIPT


FOR ORDINARY SHARES OF


LEAD REAL ESTATE CO., LTD


(FORMED UNDER THE LAWS OF JAPAN)


 


The Bank of New York Mellon,
as depositary (hereinafter called the “Depositary”), hereby certifies that_________________________________________, or registered
assigns IS THE OWNER OF _____________________________


 


AMERICAN DEPOSITARY SHARES


 


representing deposited ordinary shares (herein
called “Shares”) of Lead Real Estate Co., Ltd, formed under the laws of Japan (herein called the “Company”).
At the date hereof, each American Depositary Share represents one Share deposited or subject to deposit under the Deposit Agreement (as
such term is hereinafter defined) with a custodian for the Depositary (herein called the “Custodian”) that, as of the
date of the Deposit Agreement, was MUFG Bank Ltd. located in Japan. The Depositary's Office and its principal executive office are located
at 240 Greenwich Street, New York, N.Y. 10286.


 


THE DEPOSITARY'S OFFICE ADDRESS IS


240 GREENWICH STREET, NEW YORK, N.Y. 10286



 






    	 	A-1	 



     


    

 


	1.	THE DEPOSIT AGREEMENT.



 


This American Depositary Receipt
is one of an issue (herein called “Receipts”), all issued and to be issued upon the terms and conditions set forth
in the Deposit Agreement dated as of __________, 2022 (herein called the “Deposit Agreement”) among the Company, the
Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder, each of whom by accepting American
Depositary Shares agrees to become a party thereto and become bound by all the terms and conditions thereof. The Deposit Agreement sets
forth the rights of Owners and Holders and the rights and duties of the Depositary in respect of the Shares deposited thereunder and any
and all other securities, property and cash from time to time received in respect of those Shares and held thereunder (those Shares, securities,
property, and cash are herein called “Deposited Securities”). Copies of the Deposit Agreement are on file at the Depositary's
Office in New York City and at the office of the Custodian.


 


The statements made on the
face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are qualified by and subject to the
detailed provisions of the Deposit Agreement, to which reference is hereby made. Capitalized terms defined in the Deposit Agreement and
not defined herein shall have the meanings set forth in the Deposit Agreement.


 


	2.	SURRENDER OF AMERICAN DEPOSITARY SHARES AND WITHDRAWAL OF SHARES.



 


Upon surrender of American
Depositary Shares for the purpose of withdrawal of the Deposited Securities represented thereby and payment of the fee of the Depositary
for the surrender of American Depositary Shares as provided in Section 5.9 of the Deposit Agreement and payment of all taxes and
governmental charges payable in connection with that surrender and withdrawal of the Deposited Securities, and subject to the terms and
conditions of the Deposit Agreement, the Owner of those American Depositary Shares shall be entitled to delivery (to the extent delivery
can then be lawfully and practicably made), to or as instructed by that Owner, of the amount of Deposited Securities at the time represented
by those American Depositary Shares, but not any money or other property as to which a record date for distribution to Owners has
passed (since money or other property of that kind will be delivered or paid on the scheduled payment date to the Owner as of that record
date), and except that the Depositary shall not be required to accept surrender of American Depositary Shares for the purpose of
withdrawal to the extent it would require delivery of a fraction of a Deposited Security. The Depositary shall direct the Custodian with
respect to delivery of Deposited Securities and may charge the surrendering Owner a fee and its expenses for giving that direction by
cable (including SWIFT) or facsimile transmission. If Deposited Securities are delivered physically upon surrender of American Depositary
Shares for the purpose of withdrawal, that delivery will be made at the Custodian’s office, except that, at the request,
risk and expense of the surrendering Owner, and for the account of that Owner, the Depositary shall direct the Custodian to forward any
cash or other property comprising, and forward a certificate or certificates, if applicable, and other proper documents of title, if any,
for, the Deposited Securities represented by the surrendered American Depositary Shares to the Depositary for delivery at the Depositary’s
Office or to another address specified in the order received from the surrendering Owner.


 






    	 	A-2	 



     


    

 


The Depositary has been advised
that, as of the date of the Deposit Agreement, under FEFTA, any Foreign Investor (as defined under FEFTA) expecting to receive delivery
of Shares upon surrender of American Depositary Shares must obtain pre-clearance from the applicable Japanese governmental authority prior
to accepting that delivery and that the applicable governmental authority may take up to 30 days to respond to applications for that pre-clearance.
Accordingly, Owners that are Foreign Investors wishing to surrender American Depositary Shares for the purpose of withdrawal of deposited
Shares should apply or advise the persons to whom they intend to direct delivery of Shares to apply for pre-clearance at least 30 days
in advance. The Depositary shall not accept surrender of American Depositary Shares for the purpose of withdrawal of Shares until it receives
assurances satisfactory to it that any required pre-clearance for delivery of the Shares to be withdrawn to a Foreign Investor has been
obtained.


 


	3.	REGISTRATION OF TRANSFER OF AMERICAN DEPOSITARY SHARES; COMBINATION AND SPLIT-UP OF RECEIPTS; INTERCHANGE
OF CERTIFICATED AND UNCERTIFICATED AMERICAN DEPOSITARY SHARES.



 


The Depositary, subject to
the terms and conditions of the Deposit Agreement, shall register a transfer of American Depositary Shares on its transfer books upon
(i) in the case of certificated American Depositary Shares, surrender of the Receipt evidencing those American Depositary Shares,
by the Owner or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer or (ii) in the
case of uncertificated American Depositary Shares, receipt from the Owner of a proper instruction (including, for the avoidance of doubt,
instructions through DRS and Profile as provided in Section 2.9 of that Agreement), and, in either case, duly stamped as may be required
by the laws of the State of New York and of the United States of America. Upon registration of a transfer, the Depositary shall deliver
the transferred American Depositary Shares to or upon the order of the person entitled thereto.


 


The Depositary, subject to
the terms and conditions of the Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose of effecting a split-up
or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number of American Depositary
Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered.


 


The Depositary, upon surrender
of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary Shares, shall cancel the
Receipt evidencing those certificated American Depositary Shares and send the Owner a statement confirming that the Owner is the owner
of the same number of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction (including, for
the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.9 of the Deposit Agreement) from the Owner
of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those
uncertificated American Depositary Shares and register and deliver to the Owner a Receipt evidencing the same number of certificated American
Depositary Shares.


 






    	 	A-3	 



     


    

 


As a condition precedent to
the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination of any Receipt or withdrawal
of any Deposited Securities, the Depositary, the Custodian, or Registrar may require payment from the depositor of the Shares or the presenter
of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not evidenced by a Receipt of a
sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto
(including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as provided
in the Deposit Agreement, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and
may also require compliance with any regulations the Depositary may establish consistent with the provisions of the Deposit Agreement.


 


The Depositary may refuse
to accept deposits of Shares for delivery of American Depositary Shares or to register transfers of American Depositary Shares in particular
instances, or may suspend deposits of Shares or registration of transfer generally, whenever it or the Company considers it necessary
or advisable to do so. The Depositary may refuse surrenders of American Depositary Shares for the purpose of withdrawal of Deposited Securities
in particular instances, or may suspend surrenders for the purpose of withdrawal generally, but, notwithstanding anything to the contrary
in the Deposit Agreement, only for (i) temporary delays caused by closing of the Depositary’s register or the register
of holders of Shares maintained by the Company or the Foreign Registrar, or the deposit of Shares, in connection with voting at a shareholders’
meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance with any U.S. or
foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited Securities or
(iv) any other reason that, at the time, is permitted under paragraph I(A)(1) of the General Instructions to Form F-6 under
the Securities Act of 1933 or any successor to that provision.


 


The Depositary shall not knowingly
accept for deposit under the Deposit Agreement any Shares that, at the time of deposit, are Restricted Securities.


 


The Depositary has been advised
that, as of the date of the Deposit Agreement, under FEFTA, it must obtain pre-clearance from the applicable Japanese governmental authority
prior to accepting Shares for deposit and that the applicable governmental authority may take up to 30 days to respond to applications
for that pre-clearance. Accordingly, persons wishing to deposit Shares should notify the Depositary of that desire at least 30 days in
advance. The Depositary shall not accept Shares for deposit until any required pre-clearance has been obtained. The Company agrees to
reimburse the Depositary for its expenses, including fees and expenses of counsel, for applying for any required pre-clearance.


 






    	 	A-4	 



     


    


 


	4.	LIABILITY OF OWNER FOR TAXES.



 


If any tax or other governmental
charge shall become payable by the Custodian or the Depositary with respect to or in connection with any American Depositary Shares or
any Deposited Securities represented by any American Depositary Shares or in connection with a transaction to which Section 4.8 of
the Deposit Agreement applies, that tax or other governmental charge shall be payable by the Owner of those American Depositary Shares
to the Depositary. The Depositary may refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited
Securities represented by those American Depositary Shares until that payment is made, and may withhold any dividends or other distributions
or the proceeds thereof, or may sell for the account of the Owner any part or all of the Deposited Securities represented by those American
Depositary Shares, and may apply those dividends or other distributions or the net proceeds of any sale of that kind in payment of that
tax or other governmental charge but, even after a sale of that kind, the Owner shall remain liable for any deficiency. The Depositary
shall distribute any net proceeds of a sale made under Section 3.2 of the Deposit Agreement that are not used to pay taxes or governmental
charges to the Owners entitled to them in accordance with Section 4.1 of the Deposit Agreement. If the number of Shares represented
by each American Depositary Share decreases as a result of a sale of Deposited Securities under Section 3.2 of the Deposit Agreement,
the Depositary may call for surrender of the American Depositary Shares to be exchanged on a mandatory basis for a lesser number of American
Depositary Shares and may sell American Depositary Shares to the extent necessary to avoid distributing fractions of American Depositary
Shares in that exchange and distribute the net proceeds of that sale to the Owners entitled to them.


 


	5.	WARRANTIES ON DEPOSIT OF SHARES.



 


Every person depositing Shares
under the Deposit Agreement shall be deemed thereby to represent and warrant that those Shares and each certificate therefor, if applicable,
are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive or similar rights of the holders of
outstanding securities of the Company and that the person making that deposit is duly authorized so to do. Every depositing person shall
also be deemed to represent that the Shares, at the time of deposit, are not Restricted Securities. All representations and warranties
deemed made under Section 3.3 of the Deposit Agreement shall survive the deposit of Shares and delivery of American Depositary Shares.


 






    	 	A-5	 



     


    

 


	6.	FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.



 


Any person presenting Shares
for deposit or any Owner or Holder may be required from time to time to file with the Depositary or the Custodian such proof of citizenship
or residence, exchange control approval, or such information relating to the registration on the books of the Company or the Foreign Registrar,
if applicable, to execute such certificates and to make such representations and warranties, as the Depositary may deem necessary or proper.
The Depositary may withhold the delivery or registration of transfer of any American Depositary Shares, the distribution of any dividend
or other distribution or of the proceeds thereof or the delivery of any Deposited Securities until that proof or other information is
filed or those certificates are executed or those representations and warranties are made. As conditions of accepting Shares for deposit,
the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of
the Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or persons
stated in that order, the number of American Depositary Shares representing those Deposited Shares, (iii) evidence satisfactory to
the Depositary that those Shares have been re-registered in the books of the Company or the Foreign Registrar in the name of the Depositary,
a Custodian or a nominee of the Depositary or a Custodian, (iv) evidence satisfactory to the Depositary that any necessary approval
has been granted by any governmental body in each applicable jurisdiction and (v) an agreement or assignment, or other instrument
satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional
Shares or to receive other property, that any person in whose name those Shares are or have been recorded may thereafter receive upon
or in respect of those Shares, or, in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary.


 


	7.	CHARGES OF DEPOSITARY.



 


The following charges shall
be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares or to whom American
Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company
or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American Depositary Shares pursuant
to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such
registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of
the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian
or its nominee on the making of deposits or withdrawals hereunder, (3) such cable (including SWIFT) and facsimile transmission fees
and expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion
of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary
Shares (or portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement
and the surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) a fee of $.05 or
less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but
not limited to Sections 4.1 through 4.4 and 4.8 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to
Section 4.2 of the Deposit Agreement or of rights pursuant to Section 4.4 of that Agreement (where the Depositary will not exercise
or sell those rights on behalf of Owners), such fee being in an amount equal to the fee for the execution and delivery of American Depositary
Shares referred to above which would have been charged as a result of the deposit of such securities under the Deposit Agreement (for
purposes of this item 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary
to Owners, (8) in addition to any fee charged under item 6, a fee of $.05 or less per American Depositary Share (or portion thereof)
per annum for depositary services, which will be payable as provided in item 9 below, and (9) any other charges payable by the Depositary
or the Custodian, any of the Depositary's or Custodian’s agents or the agents of the Depositary's or Custodian’s agents, in
connection with the servicing of Shares or other Deposited Securities (which charges shall be assessed against Owners as of the date or
dates set by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of
the Depositary by billing those Owners for those charges or by deducting those charges from one or more cash dividends or other cash distributions).


 






    	 	A-6	 



     


    

 


The Depositary may collect
any of its fees by deduction from any cash distribution payable, or by selling a portion of any securities to be distributed, to Owners
that are obligated to pay those fees.


 


The Depositary may own and
deal in any class of securities of the Company and its affiliates and in American Depositary Shares.


 


From time to time, the Depositary
may make payments to the Company to reimburse the Company for costs and expenses generally arising out of establishment and maintenance
of the American Depositary Shares program, waive fees and expenses for services provided by the Depositary or share revenue from the fees
collected from Owners or Holders. In performing its duties under the Deposit Agreement, the Depositary may use brokers, dealers, foreign
currency dealers or other service providers that are owned by or affiliated with the Depositary and that may earn or share fees, spreads
or commissions.


 


	8.	DISCLOSURE OF INTERESTS.



 


When required in order to
comply with applicable laws and regulations or the articles of association or similar document of the Company, the Company may from time
to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in which it
holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously
interested in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of
such matter is required for that compliance.   Each Owner and Holder agrees to provide all information known to it in response
to a request made pursuant to Section 3.4 of the Deposit Agreement.  Each Holder consents to the disclosure by the Depositary
and the Owner or other Holder through which it holds American Depositary Shares, directly or indirectly, of all information responsive
to a request made pursuant to that Section relating to that Holder that is known to that Owner or other Holder.


 






    	 	A-7	 



     


    

 


	9.	TITLE TO AMERICAN DEPOSITARY SHARES.



 


It is a condition of the American
Depositary Shares, and every successive Owner and Holder of American Depositary Shares, by accepting or holding the same, consents and
agrees that American Depositary Shares evidenced by a Receipt, when the Receipt is properly endorsed or accompanied by proper instruments
of transfer, shall be transferable as certificated registered securities under the laws of the State of New York, and that American Depositary
Shares not evidenced by Receipts shall be transferable as uncertificated registered securities under the laws of the State of New York.
The Depositary, notwithstanding any notice to the contrary, may treat the Owner of American Depositary Shares as the absolute owner thereof
for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in
the Deposit Agreement and for all other purposes, and neither the Depositary nor the Company shall have any obligation or be subject to
any liability under the Deposit Agreement to any Holder of American Depositary Shares, but only to the Owner.


 


	10.	VALIDITY OF RECEIPT.



 


This Receipt shall not be
entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless this Receipt shall have been (i) executed
by the Depositary by the manual signature of a duly authorized officer of the Depositary or (ii) executed by the facsimile signature
of a duly authorized officer of the Depositary and countersigned by the manual signature of a duly authorized signatory of the Depositary
or the Registrar or a co-registrar.


 


	11.	REPORTS; INSPECTION OF TRANSFER BOOKS.



 


The Company is subject to
the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Securities
and Exchange Commission. Those reports will be available for inspection and copying through the Commission's EDGAR system or at public
reference facilities maintained by the Commission in Washington, D.C.


 


The Depositary will make available
for inspection by Owners at its Office any reports, notices and other communications, including any proxy soliciting material, received
from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made generally
available to the holders of those Deposited Securities by the Company. The Company shall furnish reports and communications, including
any proxy soliciting material to which Section 4.9 of the Deposit Agreement applies, to the Depositary in English, to the extent
such materials are required to be translated into English pursuant to any regulations of the Commission.


 






    	 	A-8	 



     


    

 


The Depositary will maintain
a register of American Depositary Shares and transfers of American Depositary Shares, which shall be open for inspection by the Owners
at the Depositary’s Office during regular business hours, but only for the purpose of communicating with Owners regarding the business
of the Company or a matter related to the Deposit Agreement or the American Depositary Shares.


 


	12.	DIVIDENDS AND DISTRIBUTIONS.



 


Whenever the Depositary receives
any cash dividend or other cash distribution on Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts
received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into Dollars transferable to the
United States, and subject to the Deposit Agreement, convert that dividend or other cash distribution into Dollars and distribute the
amount thus received (net of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.9 of the
Deposit Agreement) to the Owners entitled thereto; provided, however, that if the Custodian or the Depositary is required
to withhold and does withhold from that cash dividend or other cash distribution an amount on account of taxes or other governmental charges,
the amount distributed to the Owners of the American Depositary Shares representing those Deposited Securities shall be reduced accordingly.


 


If a cash distribution would
represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary Shares, the Depositary
may:


 


(i)  require payment of
or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares)
as a condition of making that cash distribution; or


 


(ii)  sell all Deposited
Securities other than the subject cash distribution and add any net cash proceeds of that sale to the cash distribution, call for surrender
of all those American Depositary Shares and require that surrender as a condition of making that cash distribution.


 


If the Depositary acts under this paragraph, that
action shall also be a Termination Option Event.


 






    	 	A-9	 



     


    

 


Subject to the provisions
of Section 4.11 and 5.9 of the Deposit Agreement, whenever the Depositary receives any distribution other than a distribution described
in Section 4.1, 4.3 or 4.4 of the Deposit Agreement on Deposited Securities (but not in exchange for or in conversion or in lieu
of Deposited Securities), the Depositary will cause the securities or property received by it to be distributed to the Owners entitled
thereto, after deduction or upon payment of any fees and expenses of the Depositary and any taxes or other governmental charges, in any
manner that the Depositary deems equitable and practicable for accomplishing that distribution (which may be a distribution of depositary
shares representing the securities received); provided, however, that if in the opinion of the Depositary such distribution
cannot be made proportionately among the Owners entitled thereto, or if for any other reason the Depositary deems such distribution not
to be lawful and feasible, the Depositary may adopt such other method as it may deem equitable and practicable for the purpose of effecting
such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part
thereof, and distribution of the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Article 7
hereof and Section 5.9 of the Deposit Agreement) to the Owners entitled thereto all in the manner and subject to the conditions set
forth in Section 4.1 of the Deposit Agreement. The Depositary may withhold any distribution of securities under Section 4.2
of the Deposit Agreement if it has not received satisfactory assurances from the Company that the distribution does not require registration
under the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of securities or other property it would
otherwise distribute under this Article that is sufficient to pay its fees and expenses in respect of that distribution.


 


If a distribution to be made
under Section 4.2 of the Deposit Agreement would represent a return of all or substantially all the value of the Deposited Securities
underlying American Depositary Shares, the Depositary may:


 


(i)  require payment of
or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American Depositary Shares)
as a condition of making that distribution; or


 


(ii)  sell all Deposited
Securities other than the subject distribution and add any net cash proceeds of that sale to the distribution, call for surrender of all
those American Depositary Shares and require that surrender as a condition of making that distribution.


 


If the Depositary acts under this paragraph, that
action shall also be a Termination Option Event.


 


Whenever the Depositary receives
any distribution consisting of a dividend in, or free distribution of, Shares, the Depositary may deliver to the Owners entitled thereto,
an aggregate number of American Depositary Shares representing the amount of Shares received as that dividend or free distribution, subject
to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and issuance of American Depositary Shares,
including the withholding of any tax or other governmental charge as provided in Section 4.11 of the Deposit Agreement and the payment
of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.9 of the Deposit Agreement (and the
Depositary may sell, by public or private sale, an amount of Shares received (or American Depositary Shares representing those Shares)
sufficient to pay its fees and expenses in respect of that distribution). In lieu of delivering fractional American Depositary Shares,
the Depositary may sell the amount of Shares represented by the aggregate of those fractions (or American Depositary Shares representing
those Shares) and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.1 of the Deposit
Agreement. If and to the extent that additional American Depositary Shares are not delivered and Shares or American Depositary Shares
are not sold, each American Depositary Share shall thenceforth also represent the additional Shares distributed on the Deposited Securities
represented thereby.


 






    	 	A-10	 



     


    

 


If the Company declares a
distribution in which holders of Deposited Securities have a right to elect whether to receive cash, Shares or other securities or a combination
of those things, or a right to elect to have a distribution sold on their behalf, the Depositary may, after consultation with the Company,
make that right of election available for exercise by Owners in any manner the Depositary considers to be lawful and practical. As a condition
of making a distribution election right available to Owners, the Depositary may require satisfactory assurances from the Company that
doing so does not require registration of any securities under the Securities Act of 1933 that has not been effected.


 


If the Depositary determines
that any distribution received or to be made by the Depositary (including Shares and rights to subscribe therefor) is subject to any tax
or other governmental charge that the Depositary is obligated to withhold, the Depositary may sell, by public or private sale, all or
a portion of the distributed property (including Shares and rights to subscribe therefor) in the amounts and manner the Depositary deems
necessary and practicable to pay those taxes or charges, and the Depositary shall distribute the net proceeds of that sale, after deduction
of those taxes or charges, to the Owners entitled thereto in proportion to the number of American Depositary Shares held by them respectively.


 


Each Owner and Holder agrees
to indemnify the Company, the Depositary, the Custodian and their respective directors, employees, agents and affiliates for, and hold
each of them harmless against, any claim by any governmental authority with respect to taxes, additions to tax, penalties or interest
arising out of any refund of taxes, reduced withholding at source or other tax benefit received by it. Services for Owners and Holders
that may permit them to obtain reduced rates of tax withholding at source or reclaim excess tax withheld, and the fees and costs associated
with using services of that kind, are not provided under, and are outside the scope of, the Deposit Agreement.


 


	13.	RIGHTS.



 


(a)            If
rights are granted to the Depositary in respect of deposited Shares to purchase additional Shares or other securities, the Company and
the Depositary shall endeavor to consult as to the actions, if any, the Depositary should take in connection with that grant of rights.
The Depositary may, to the extent deemed by it to be lawful and practical (i) if requested in writing by the Company, grant to all
or certain Owners rights to instruct the Depositary to purchase the securities to which the rights relate and deliver those securities
or American Depositary Shares representing those securities to Owners, (ii) if requested in writing by the Company, deliver the rights
to or to the order of certain Owners, or (iii) sell the rights to the extent practicable and distribute the net proceeds of that
sale to Owners entitled to those proceeds. To the extent rights are not exercised, delivered or disposed of under (i), (ii) or (iii) above,
the Depositary shall permit the rights to lapse unexercised.


 






    	 	A-11	 



     


    

 


(b)            If
the Depositary will act under (a)(i) above, the Company and the Depositary will enter into a separate agreement setting forth the
conditions and procedures applicable to the particular offering. Upon instruction from an applicable Owner in the form the Depositary
specified and upon payment by that Owner to the Depositary of an amount equal to the purchase price of the securities to be received upon
the exercise of the rights, the Depositary shall, on behalf of that Owner, exercise the rights and purchase the securities. The purchased
securities shall be delivered to, or as instructed by, the Depositary. The Depositary shall (i) deposit the purchased Shares under
the Deposit Agreement and deliver American Depositary Shares representing those Shares to that Owner or (ii) deliver or cause the
purchased Shares or other securities to be delivered to or to the order of that Owner. The Depositary will not act under (a)(i) above
unless the offer and sale of the securities to which the rights relate are registered under the Securities Act of 1933 or the Depositary
has received an opinion of United States counsel that is satisfactory to it to the effect that those securities may be sold and delivered
to the applicable Owners without registration under the Securities Act of 1933.


 


(c)            If
the Depositary will act under (a)(ii) above, the Company and the Depositary will enter into a separate agreement setting forth the
conditions and procedures applicable to the particular offering. Upon (i) the request of an applicable Owner to deliver the rights
allocable to the American Depositary Shares of that Owner to an account specified by that Owner to which the rights can be delivered and
(ii) receipt of such documents as the Company and the Depositary agreed to require to comply with applicable law, the Depositary
will deliver those rights as requested by that Owner.


 


(d)            If
the Depositary will act under (a)(iii) above, the Depositary will use reasonable efforts to sell the rights in proportion to the
number of American Depositary Shares held by the applicable Owners and pay the net proceeds to the Owners otherwise entitled to the rights
that were sold, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions
or the date of delivery of any American Depositary Shares or otherwise.


 


(e)            Payment
or deduction of the fees of the Depositary as provided in Section 5.9 of the Deposit Agreement and payment or deduction of the expenses
of the Depositary and any applicable taxes or other governmental charges shall be conditions of any delivery of securities or payment
of cash proceeds under Section 4.4 of the Deposit Agreement.


 


(f)            The
Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make rights available to or exercise
rights on behalf of Owners in general or any Owner in particular , or to sell rights.


 






    	 	A-12	 



     


    

 


	14.	CONVERSION OF FOREIGN CURRENCY.



 


Whenever the Depositary or
the Custodian receives foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities, property
or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be converted
on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary or one of its agents or
affiliates or the Custodian shall convert or cause to be converted by sale or in any other manner that it may determine that foreign currency
into Dollars, and those Dollars shall be distributed to the Owners entitled thereto.  A cash distribution may be made upon an averaged
or other practicable basis without regard to any distinctions among Owners based on exchange restrictions, the date of delivery of any
American Depositary Shares or otherwise and shall be net of any expenses of conversion into Dollars incurred by the Depositary as provided
in Section 5.9 of the Deposit Agreement.


 


If a conversion of foreign
currency or the repatriation or distribution of Dollars can be effected only with the approval or license of any government or agency
thereof, the Depositary may, but will not be required to, file an application for that approval or license.


 


If the Depositary determines
that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible on a reasonable basis into Dollars
transferable to the United States, or if any approval or license of any government or agency thereof that is required for such conversion
is not filed or sought by the Depositary or is not obtained within a reasonable period as determined by the Depositary, the Depositary
may distribute the foreign currency received by the Depositary to, or in its discretion may hold such foreign currency uninvested and
without liability for interest thereon for the respective accounts of, the Owners entitled to receive the same.


 


If any conversion of foreign
currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion
make that conversion and distribution in Dollars to the extent practicable and permissible to the Owners entitled thereto and may distribute
the balance of the foreign currency received by the Depositary to, or hold that balance uninvested and without liability for interest
thereon for the account of, the Owners entitled thereto.


 






    	 	A-13	 



     


    

 


The Depositary may convert
currency itself or through any of its affiliates, or the Custodian or the Company may convert currency and pay Dollars to the Depositary.
Where the Depositary converts currency itself or through any of its affiliates, the Depositary acts as principal for its own account and
not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction
spreads, that it will retain for its own account.  The revenue is based on, among other things, the difference between the exchange
rate assigned to the currency conversion made under the Deposit Agreement and the rate that the Depositary or its affiliate receives when
buying or selling foreign currency for its own account.  The Depositary makes no representation that the exchange rate used or obtained
by it or its affiliate in any currency conversion under the Deposit Agreement will be the most favorable rate that could be obtained at
the time or that the method by which that rate will be determined will be the most favorable to Owners, subject to the Depositary’s
obligations under Section 5.3 of that Agreement.  The methodology used to determine exchange rates used in currency conversions
made by the Depositary is available upon request. Where the Custodian converts currency, the Custodian has no obligation to obtain the
most favorable rate that could be obtained at the time or to ensure that the method by which that rate will be determined will be the
most favorable to Owners, and the Depositary makes no representation that the rate is the most favorable rate and will not be liable for
any direct or indirect losses associated with the rate.  In certain instances, the Depositary may receive dividends or other distributions
from the Company in Dollars that represent the proceeds of a conversion of foreign currency or translation from foreign currency at a
rate that was obtained or determined by or on behalf of the Company and, in such cases, the Depositary will not engage in, or be responsible
for, any foreign currency transactions and neither it nor the Company makes any representation that the rate obtained or determined by
the Company is the most favorable rate and neither it nor the Company will be liable for any direct or indirect losses associated with
the rate.


 


	15.	RECORD DATES.



 


Whenever a cash dividend,
cash distribution or any other distribution is made on Deposited Securities or rights to purchase Shares or other securities are issued
with respect to Deposited Securities (which rights will be delivered to or exercised or sold on behalf of Owners in accordance with Section 4.4
of the Deposit Agreement) or the Depositary receives notice that a distribution or issuance of that kind will be made, or whenever the
Depositary receives notice that a meeting of holders of Shares will be held in respect of which the Company has requested the Depositary
to send a notice under Section 4.7 of the Deposit Agreement, or whenever the Depositary will assess a fee or charge against the Owners,
or whenever the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever
the Depositary otherwise finds it necessary or convenient, the Depositary shall fix a record date, which shall be the same as, or as near
as practicable to, any corresponding record date set by the Company with respect to Shares, (a) for the determination of the Owners
(i) who shall be entitled to receive the benefit of that dividend or other distribution or those rights, (ii) who shall be entitled
to give instructions for the exercise of voting rights at that meeting, (iii) who shall be responsible for that fee or charge or
(iv) for any other purpose for which the record date was set, or (b) on or after which each American Depositary Share will represent
the changed number of Shares. Subject to the provisions of Sections 4.1 through 4.5 of the Deposit Agreement and to the other terms and
conditions of the Deposit Agreement, the Owners on a record date fixed by the Depositary shall be entitled to receive the amount distributable
by the Depositary with respect to that dividend or other distribution or those rights or the net proceeds of sale thereof in proportion
to the number of American Depositary Shares held by them respectively, to give voting instructions or to act in respect of the other matter
for which that record date was fixed, or be responsible for that fee or charge, as the case may be.


 






    	 	A-14	 



     


    

 


	16.	VOTING OF DEPOSITED SHARES.



 


(a)            Upon
receipt of notice of any meeting of holders of Shares at which holders of Shares will be entitled to vote, if requested in writing by
the Company, the Depositary shall, as soon as practicable thereafter, Disseminate to the Owners a notice, the form of which shall
be in the sole discretion of the Depositary, that shall contain (i) the information contained in the notice of meeting received by
the Depositary, (ii) a statement that the Owners as of the close of business on a specified record date will be entitled, subject
to any applicable provision of Japanese law and of the articles of association or similar documents of the Company, to instruct the Depositary
as to the exercise of the voting rights pertaining to the amount of Shares represented by their respective American Depositary Shares,
(iii) a statement as to the manner in which those instructions may be given and (iv) the last date on which the Depositary will
accept instructions (the “Instruction Cutoff Date”).


 


(b)            Upon
the written request of an Owner of American Depositary Shares, as of the date of the request or, if a record date was specified by the
Depositary, as of that record date, received on or before any Instruction Cutoff Date established by the Depositary, the
Depositary may, and if the Depositary sent a notice under the preceding paragraph shall, endeavor, in so far as practicable, to vote or
cause to be voted the amount of deposited Shares represented by those American Depositary Shares in accordance with the instructions set
forth in that request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the deposited Shares other
than in accordance with instructions given by Owners and received by the Depositary.


 


(c)            There
can be no assurance that Owners generally or any Owner in particular will receive the notice described in paragraph (a) above
in time to enable Owners to give instructions to the Depositary prior to the Instruction Cutoff Date.


 


(d)            In
order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Shares, if the
Company will request the Depositary to Disseminate a notice under paragraph (a) above, the Company shall give the Depositary
notice of the meeting, details concerning the matters to be voted upon and copies of materials to be made available to holders of Shares
in connection with the meeting not less than 45 days prior to the meeting date.


 


	17.	TENDER AND EXCHANGE OFFERS; REDEMPTION, REPLACEMENT OR CANCELLATION OF DEPOSITED SECURITIES.



 


(a)            The
Depositary shall not tender any Deposited Securities in response to any voluntary cash tender offer, exchange offer or similar offer made
to holders of Deposited Securities (a “Voluntary Offer”), except when instructed in writing to do so by an Owner surrendering
American Depositary Shares and subject to any conditions or procedures the Depositary may require.


 






    	 	A-15	 



     


    

 


(b)            If
the Depositary receives a written notice that Deposited Securities have been redeemed for cash or otherwise purchased for cash in a transaction
that is mandatory and binding on the Depositary as a holder of those Deposited Securities (a “Redemption”), the Depositary,
at the expense of the Company, shall (i) if required, surrender Deposited Securities that have been redeemed to the issuer of those
securities or its agent on the redemption date, (ii) Disseminate a notice to Owners (A) notifying them of that Redemption, (B) calling
for surrender of a corresponding number of American Depositary Shares and (C) notifying them that the called American Depositary
Shares have been converted into a right only to receive the money received by the Depositary upon that Redemption and those net proceeds
shall be the Deposited Securities to which Owners of those converted American Depositary Shares shall be entitled upon surrenders of those
American Depositary Shares in accordance with Section 2.5 or 6.2 of the Deposit Agreement and (iii) distribute the money received
upon that Redemption to the Owners entitled to it upon surrender by them of called American Depositary Shares in accordance with Section 2.5
of that Agreement (and, for the avoidance of doubt, Owners shall not be entitled to receive that money under Section 4.1 of that
Agreement). If the Redemption affects less than all the Deposited Securities, the Depositary shall call for surrender a corresponding
portion of the outstanding American Depositary Shares and only those American Depositary Shares will automatically be converted into a
right to receive the net proceeds of the Redemption. The Depositary shall allocate the American Depositary Shares converted under the
preceding sentence among the Owners pro-rata to their respective holdings of American Depositary Shares immediately prior to the Redemption,
except that the allocations may be adjusted so that no fraction of a converted American Depositary Share is allocated to any Owner.
A Redemption of all or substantially all of the Deposited Securities shall be a Termination Option Event.


 


(c)            If
the Depositary is notified of or there occurs any change in nominal value or any subdivision, combination or any other reclassification
of the Deposited Securities or any recapitalization, reorganization, sale of assets substantially as an entirety, merger or consolidation
affecting the issuer of the Deposited Securities or to which it is a party that is mandatory and binding on the Depositary as a holder
of Deposited Securities and, as a result, securities or other property have been or will be delivered in exchange, conversion, replacement
or in lieu of, Deposited Securities (a “Replacement”), the Depositary shall, if required, surrender the old Deposited
Securities affected by that Replacement of Shares and hold, as new Deposited Securities under the Deposit Agreement, the new securities
or other property delivered to it in that Replacement. However, the Depositary may elect to sell those new Deposited Securities
if in the opinion of the Depositary it is not lawful or not practical for it to hold those new Deposited Securities under the Deposit
Agreement because those new Deposited Securities may not be distributed to Owners without registration under the Securities Act of 1933
or for any other reason, at public or private sale, at such places and on such terms as it deems proper and proceed as if those new Deposited
Securities had been Redeemed under paragraph (b) above. A Replacement shall be a Termination Option Event.


 






    	 	A-16	 



     


    

 


(d)            In
the case of a Replacement where the new Deposited Securities will continue to be held under the Deposit Agreement, the Depositary may
call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing the new Deposited Securities and
the number of those new Deposited Securities represented by each American Depositary Share. If the number of Shares represented by each
American Depositary Share decreases as a result of a Replacement, the Depositary may call for surrender of the American Depositary Shares
to be exchanged on a mandatory basis for a lesser number of American Depositary Shares and may sell American Depositary Shares to the
extent necessary to avoid distributing fractions of American Depositary Shares in that exchange and distribute the net proceeds of that
sale to the Owners entitled to them.


 


(e)            If
there are no Deposited Securities with respect to American Depositary Shares, including if the Deposited Securities are cancelled, or
the Deposited Securities with respect to American Depositary Shares become apparently worthless, the Depositary may call for surrender
of those American Depositary Shares or may cancel those American Depositary Shares, upon notice to Owners, and that condition shall be
a Termination Option Event.


 


	18.	LIABILITY OF THE COMPANY AND DEPOSITARY.



 


Neither the Depositary nor
the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Owner or Holder:


 


(i) if by reason of (A) any
provision of any present or future law or regulation or other act or action of the government of the United States, any State of the United
States or any other state or jurisdiction, or of any governmental or regulatory authority or stock exchange; (B) (in the case of
the Depositary only) any provision, present or future, of the articles of association or similar document of the Company, or by reason
of any provision of any securities issued or distributed by the Company, or any offering or distribution thereof; or (C) any event
or circumstance, whether natural or caused by a person or persons, that is beyond the ability of the Depositary or the Company, as the
case may be, to prevent or counteract by reasonable care or effort (including, but not limited to earthquakes, floods, severe storms,
fires, explosions, war, terrorism, civil unrest, labor disputes, criminal acts or outbreaks of infectious disease; interruptions or malfunctions
of utility services, Internet or other communications lines or systems; unauthorized access to or attacks on computer systems or
websites; or other failures or malfunctions of computer hardware or software or other systems or equipment), the Depositary or the Company
is, directly or indirectly, prevented from, forbidden to or delayed in, or could be subject to any civil or criminal penalty on account
of doing or performing and therefore does not do or perform, any act or thing that, by the terms of the Deposit Agreement or the Deposited
Securities, it is provided shall be done or performed;


 






    	 	A-17	 



     


    

 


(ii) for any exercise
of, or failure to exercise, any discretion provided for in the Deposit Agreement (including any determination by the Depositary to take,
or not take, any action that the Deposit Agreement provides the Depositary may take);


 


(iii) for the inability
of any Owner or Holder to benefit from any distribution, offering, right or other benefit that is made available to holders of Deposited
Securities but is not, under the terms of the Deposit Agreement, made available to Owners or Holders; or


 


(iv) for any special,
consequential or punitive damages for any breach of the terms of the Deposit Agreement.


 


Where, by the terms of a distribution
to which Section 4.1, 4.2 or 4.3 of the Deposit Agreement applies, or an offering to which Section 4.4 of that Agreement applies,
or for any other reason, that distribution or offering may not be made available to Owners, and the Depositary may not dispose of that
distribution or offering on behalf of Owners and make the net proceeds available to Owners, then the Depositary shall not make that distribution
or offering available to Owners, and shall allow any rights, if applicable, to lapse.


 


Neither the Company nor the
Depositary assumes any obligation or shall be subject to any liability under the Deposit Agreement to Owners or Holders, except that they
agree to perform their obligations specifically set forth in the Deposit Agreement without negligence or bad faith. The Depositary shall
not be a fiduciary or have any fiduciary duty to Owners or Holders. The Depositary shall not be subject to any liability with respect
to the validity or worth of the Deposited Securities. Neither the Depositary nor the Company shall be under any obligation to appear in,
prosecute or defend any action, suit, or other proceeding in respect of any Deposited Securities or in respect of the American Depositary
Shares, on behalf of any Owner or Holder or other person. Neither the Depositary nor the Company shall be liable for any action or non-action
by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner
or Holder, or any other person believed by it in good faith to be competent to give such advice or information. Each of the Depositary
and the Company may rely, and shall be protected in relying upon, any written notice, request, direction or other document believed by
it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be liable for any acts
or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with
a matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such
potential liability arises, the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The
Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection
with or arising out of book-entry settlement of American Depositary Shares or Deposited Securities or otherwise. In the absence of bad
faith on its part, the Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited
Securities or for the manner in which any such vote is cast or the effect of any such vote. The Depositary shall have no duty to make
any determination or provide any information as to the tax status of the Company or any liability for any tax consequences that may be
incurred by Owners or Holders as a result of owning or holding American Depositary Shares. The Depositary shall not be liable for the
inability or failure of an Owner or Holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts
withheld in respect of tax or any other tax benefit.


 






    	 	A-18	 



     


    

 


	19.	RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN.



 


The Depositary may at any
time resign as Depositary under the Deposit Agreement by written notice of its election so to do delivered to the Company, to become effective
upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary
may at any time be removed by the Company by 120 days’ prior written notice of that removal, to become effective upon the later
of (i) the 120th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its
acceptance of its appointment as provided in the Deposit Agreement. The Depositary in its discretion may at any time appoint a substitute
or additional custodian or custodians.


 


	20.	AMENDMENT.



 


The form of the Receipts and
any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary
without the consent of Owners or Holders in any respect which they may deem necessary or desirable. Any amendment that would impose or
increase any fees or charges (other than taxes and other governmental charges, registration fees, cable (including SWIFT) or facsimile
transmission costs, delivery costs or other such expenses), or that would otherwise prejudice any substantial existing right of Owners,
shall, however, not become effective as to outstanding American Depositary Shares until the expiration of 30 days after notice of that
amendment has been Disseminated to the Owners of outstanding American Depositary Shares. Every Owner and Holder, at the time any amendment
so becomes effective, shall be deemed, by continuing to hold American Depositary Shares or any interest therein, to consent and agree
to that amendment and to be bound by the Deposit Agreement as amended thereby. Upon the effectiveness of an amendment to the form of Receipt,
including a change in the number of Shares represented by each American Depositary Share, the Depositary may call for surrender of Receipts
to be replaced with new Receipts in the amended form or call for surrender of American Depositary Shares to effect that change of ratio.
In no event shall any amendment impair the right of the Owner to surrender American Depositary Shares and receive delivery of the Deposited
Securities represented thereby, except in order to comply with mandatory provisions of applicable law.


 






    	 	A-19	 



     


    

 


	21.	TERMINATION OF DEPOSIT AGREEMENT.



 


(a)            The
Company may initiate termination of the Deposit Agreement by notice to the Depositary. The Depositary may initiate termination of the
Deposit Agreement if (i) at any time 60 days shall have expired after the Depositary delivered to the Company a written resignation
notice and a successor depositary has not been appointed and accepted its appointment as provided in Section 5.4 of that Agreement
or (ii) a Termination Option Event has occurred. If termination of the Deposit Agreement is initiated, the Depositary shall Disseminate
a notice of termination to the Owners of all American Depositary Shares then outstanding setting a date for termination (the “Termination
Date”), which shall be at least 90 days after the date of that notice, and the Deposit Agreement shall terminate on that Termination
Date.


 


(b)            After
the Termination Date, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the
Depositary under Sections 5.8 and 5.9 of that Agreement.


 


(c)            At
any time after the Termination Date, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter
hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without liability
for interest, for the pro rata benefit of the Owners of American Depositary Shares that remain outstanding, and those Owners will be general
creditors of the Depositary with respect to those net proceeds and that other cash. After making that sale, the Depositary shall be discharged
from all obligations under the Deposit Agreement, except (i) to account for the net proceeds and other cash (after deducting, in
each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for the account of the Owner of such
American Depositary Shares in accordance with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental
charges), (ii) for its obligations under Section 5.8 of that Agreement and (iii) to act as provided in paragraph (d) below.


 


(d)            After
the Termination Date, the Depositary shall continue to receive dividends and other distributions pertaining to Deposited Securities (that
have not been sold), may sell rights and other property as provided in the Deposit Agreement and shall deliver Deposited Securities (or
sale proceeds) upon surrender of American Depositary Shares (after payment or upon deduction, in each case, of the fee of the Depositary
for the surrender of American Depositary Shares, any expenses for the account of the Owner of those American Depositary Shares in accordance
with the terms and conditions of the Deposit Agreement and any applicable taxes or governmental charges). After the Termination Date,
the Depositary shall not accept deposits of Shares or deliver American Depositary Shares. After the Termination Date, (i) the Depositary
may refuse to accept surrenders of American Depositary Shares for the purpose of withdrawal of Deposited Securities (that have not been
sold) or reverse previously accepted surrenders of that kind that have not settled if in its judgment the requested withdrawal would interfere
with its efforts to sell the Deposited Securities, (ii) the Depositary will not be required to deliver cash proceeds of the sale
of Deposited Securities until all Deposited Securities have been sold and (iii) the Depositary may discontinue the registration of
transfers of American Depositary Shares and suspend the distribution of dividends and other distributions on Deposited Securities to the
Owners and need not give any further notices or perform any further acts under the Deposit Agreement except as provided in Section 6.2
of that Agreement.


 






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	22.	DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM.



 


(a)            Notwithstanding
the provisions of Section 2.4 of the Deposit Agreement, the parties acknowledge that DTC’s Direct Registration System (“DRS”)
and Profile Modification System (“Profile”) apply to the American Depositary Shares upon acceptance thereof to DRS
by DTC. DRS is the system administered by DTC that facilitates interchange between registered holding of uncertificated securities and
holding of security entitlements in those securities through DTC and a DTC participant. Profile is a required feature of DRS that allows
a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary to register a transfer
of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC
participant without receipt by the Depositary of prior authorization from the Owner to register that transfer.


 


(b)            In
connection with DRS/Profile, the parties acknowledge that the Depositary will not determine whether the DTC participant that is claiming
to be acting on behalf of an Owner in requesting registration of transfer and delivery as described in paragraph (a) above has the
actual authority to act on behalf of that Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance
of doubt, the provisions of Sections 5.3 and 5.8 of the Deposit Agreement apply to the matters arising from the use of the DRS/Profile.
The parties agree that the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile
system and otherwise in accordance with the Deposit Agreement, shall not constitute negligence or bad faith on the part of the Depositary.


 


	23.	APPOINTMENT OF AGENT FOR SERVICE OF PROCESS; SUBMISSION TO JURISDICTION; JURY TRIAL WAIVER; WAIVER OF
IMMUNITIES.



 


The Company has (i) appointed
Lead Real Estate Global Co., Ltd., located at 6860 North Dallas Pkwy, Suite 200, Plano, TX 75024,
as the Company's authorized agent in the United States upon which process may be served in any suit or proceeding arising out of or relating
to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or the Deposit Agreement, (ii) consented and
submitted to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted,
and (iii) agreed that service of process upon said authorized agent shall be deemed in every respect effective service of process
upon the Company in any such suit or proceeding.


 






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EACH PARTY TO THE DEPOSIT
AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) THEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR THE DEPOSITARY DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS,
THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING, WITHOUT LIMITATION,
ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) AND ANY CLAIM BASED ON
U.S. FEDERAL SECURITIES LAWS.


 


No disclaimer of liability
under the United States federal securities laws or the rules and regulations thereunder is intended by any provision of the Deposit
Agreement, inasmuch as no person is able to effectively waive the duty of any other person to comply with its obligations under those
laws, rules and regulations.


 


To the extent that the Company
or any of its properties, assets or revenues may have or hereafter become entitled to, or have attributed to it, any right of immunity,
on the grounds of sovereignty or otherwise, from any duty of performance under the Deposit Agreement, claim, legal action, suit or proceeding,
from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of
process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or other legal process or proceeding
for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced,
with respect to its obligations, liabilities or any other matter under or arising out of or in connection with the Shares or Deposited
Securities, the American Depositary Shares, the Receipts or the Deposit Agreement, the Company, to the fullest extent permitted by law,
hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such relief and enforcement.


 






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