展覽4.2

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銀樓安無擔保可轉換公司債條款與MEDIRom Healthcare Technologies公司的分享期權。

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證券的名稱是第2期無擔保可轉換公司債與分享期權（以下簡稱為“CB”，其債券部分以下簡稱為“債券型”及其中的股份選擇權部分以下簡稱為“股份選擇權”)在MEDIROm Healthcare Technologies Inc.（以下簡稱為“薪酬”)

日圓300,000,000（面值為日圓300,000,000）

每張債券為1億日元。公司債不得分割成小於每張債券面值的面額。

1億日元（每張債券面值100日元需實付100日元）

不需支付任何費用以交換股票期權。

公司債券為不記名有價證券，不發行債券證書或股票期權證書。根據《公司法》第254條第2和第3款的規定，公司債券不得單獨轉讓為債券或股票期權。

年利率為2.0%

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二零二四年十月十一日

二零二四年十月二十五日

所有核證券將分配給三一投資夥伴關係（以下簡稱為」Cb 支架」）通過第三方分配。

有關證券的財產權益及擔保均不附加於證券證券，亦不保留與證券有關的資產。

由於 Cb 符合《公司法》第 702 條及《公司法條例》第 169 條規定的規定，因此不會任何債券經理獲委任。

發行人須於二零二七年十月二十九日償還本金總額。但是，第 (2) 項適用於提前贖回，第 15 條適用於回購及終止。除本條規定外，發行人不得於到期日之前償還債券的本金。

經與 Cb 持有人共同協議，發行人可於到期日前購回及終止所有債券。

如發行人發生以下任何事件，債券將於到期及應付，之後不得行使股權。

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在合併或吸收類型的合併中，與CB相關的職責由新成立的公司或持續經營的公司繼承，而不損及CB持有人的利益。

每個債券附加一個股權期權，並由發行人共發行3個股權期權。

被股份期權約定的股份類別為發行人的普通股，發行人根據股份期權行使所發行或轉讓的發行人普通股數目（下稱，該發行人普通股的發行或轉讓標的為“發行人普通股的交割”）應為行使股份期權的債券總額除以本段落第三項所述換股價的最大整數，不過，由於行使所形成的不足一股的分數將被捨去，且不作現金調整。

行使股份期權時提供的財產應為附屬於股份期權的債券，該債券的價值應與其實收金額相同。

用於計算行使股份期權時應交付的發行人普通股數量的每股價格（下稱“換股價格”）為每股957日圓。換股價的計算方式為：根據Bloomberg提供的2024年9月30日前六個月內執行的代表一股發行人普通股的美國存託股票的交易加權平均價，並將該加權平均價按照瑞穗三井銀行於2024年9月30日公布的以電匯中間匯率每美元142.82日圓進行兌換成日幣，計算結果中少於一日圓的部分將四捨五入為一日圓。

若發行人進行普通股的股票分割或逆向股票分割，則按照以下公式進行換股價調整，但是

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that such adjustment shall be made to the conversion price of Share Options that have not been exercised at the time of such adjustment, and any fraction of less than one yen resulting from such adjustment shall be rounded down.

Adjusted Conversion Price ＝ Original Conversion Price x Ratio of Split or Reverse Split

Additionally, in the event of a merger, share exchange or statutory share transfer (hereinafter, collectively, referred to as “Mergers, Etc.”), in the event of an allotment of shares of the Issuer for no consideration, or in the other event where adjustment of the number of shares is necessary, the Issuer may, to a reasonable extent, adjust the Conversion Price, taking into consideration the conditions, of the Mergers, Etc., allotment of shares of the Issuer for no consideration, and the like.

The CB Holder may exercise, at its decision, the Share Options during the period from October 25, 2024 to October 29, 2027; provided, however, that the period shall end at the time of acceleration, in the event acceleration is triggered. Additionally, in the event that the end date of the exercisable period is a bank holiday, then the exercisable period shall end on the bank business day immediately preceding such bank holiday. The Share Options may not be exercisable after October 30, 2027.

Partial exercise of the Share Options shall not be allowed.

There are no terms and conditions for the acquisition of the Share Options.

The issue price of one common share of the Issuer upon the exercise of the Share Options shall be the amount obtained by dividing the total amount to be paid for the Bonds subject to the exercise by the number of shares set forth in Item (1) of this paragraph.

The amount of stated capital to be increased in the event shares are issued by exercise of the Share Options shall be one-half of the maximum amount of increase in stated capital calculated in accordance with Article 17(1) of the Company Accounting Rules, and any fraction of less than one yen resulting from such calculation shall be rounded up. In addition, the amount of capital reserve to be increased in the event shares are issued by exercise of the Share Options shall be the amount obtained by subtracting the amount of stated capital to be increased from the said maximum amount of increase in stated capital.

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Conversion Price

The Bonds and Share Options are closely related: the Share Options are attached to the CBs and may not be transferred separately from the Bonds, and the Bonds in connection with such Share Options will be contributed in the case of exercise of the Share Options, and the exercisable period of the Share Options will end and be extinguished accordingly in the case of early repayment. Taking into account such relationship, and considering theoretical economic value inherent to the Share Options based on the assumption of the Conversion Price determined as described in Article 18, Item (3) hereof, and practical economic value to be obtained by the Issuer under the terms and conditions set forth herein and in the agreement to be entered into with the CB Holder, the interest rate, early repayment and issue price of the Bonds and other issuance conditions, the Issuer has concluded that no cash payment is required in exchange for the Share Options.

The CB Holder wishing to exercise the Share Options shall indicate, in a request form of exercise stipulated by the Issuer, the CBs in connection with the Share Options to be exercised, enter the date of the request and other items, affix its name and seal thereto, and submit that form to the place of receipt of exercise set forth in Item (12) hereof during the exercisable period stipulated in Item (4) hereof.

Exercise shall be effected on the day when all documents necessary for exercise have arrived at the designated place of receipt of exercise set forth in Item (12) hereof. When the exercise of the Share Options is effected, the redemption of the Bonds in connection such Share Options shall be deemed to have occurred.

Upon the effective exercise of the Share Options, the Issuer shall record the CB Holder in the Issuer’s register of shareholders and deliver shares to the CB Holder in accordance with related laws and regulations.

MEDIROM Healthcare Technologies Inc.

Back Office Unit at MEDIROM Healthcare Technologies Inc.

The CBs shall not be transferred to any third party, without the prior written consent of the Issuer’s board of directors.

The repayment of principal and interest and other payments relating to the Bonds shall be made

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by remittance to the bank account separately designated by the CB Holder. The Issuer shall be responsible for paying any wiring fees.

Except for otherwise required by laws and regulations, any notice to the CB Holder shall be made in writing.

The solicitation with a view to issuing new securities (defined in the Financial Instruments and Exchange Act (Act no. 25 of 1948, as amended)) of this CB falls under Article 2(3)(ii)(c) of such Act, and thus, no registration statement set forth in Article 4(1) of such Act was filed in relation to such solicitation with a view to issuing new securities.

The CB holder, in the event it intends to transfer the Bonds, shall provide, in advance or at the same time of the transfer, to its transferee a written notice stating that: no registration statement set forth in Article 4(1) of the Financial Instruments and Exchange Act was filed in relation to the solicitation with a view to issuing new securities; the CB Holder is prohibited from transferring the Bonds except where the transfer is made for the entire amount of the Bonds in a single transaction by an acquirer or purchaser of the Bonds; and the Bonds are subject to restrictions relating to division.

In the event any provisions of these Terms require replacement of terms or other measures due to amendment to the Companies Act or other laws, the Issuer will take any such necessary measures.

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