UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16
OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2026
Commission File Number 001-39809
MEDIROM
HEALTHCARE TECHNOLOGIES INC.
(Translation of registrant’s name into English)
2-3-1 Daiba, Minato-ku
Tokyo
135-0091, Japan
(Address of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
x Form 20-F
¨ Form 40-F
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Issuance of Convertible Corporate Bonds
On December 31, 2025, upon approval
from the Board of Directors of MEDIROM Healthcare Technologies Inc. (the “Company”) and effective upon the delivery of a
notice of acceptance from the Company, Kufu Company Holdings Inc. (the “Bond Holder”) subscribed to purchase the
Company's Fourth Unsecured Convertible-Type Corporate Bonds with Share Options in an aggregate principal amount of JPY 275,000,000
(the "Bonds"). The Bonds were issued in denominations of JPY 25,000,000. The sale of the Bonds closed on
December 31, 2025 (the “Closing Date”), on which date the Bonds were issued to the Bond Holder under the Terms of
Fourth Unsecured Convertible-Type Corporate Bonds with Share Options (the “Indenture”) pursuant to the Companies Act of
Japan. In December 2022, the Company issued corporate convertible bonds in the aggregate amount of JPY 500,000,000 to the Bond
Holder (the “1st Bonds”). The 1st Bonds matured on December 31, 2025. In lieu of cash, the
Bond Holder refinanced JPY 275,000,000 of principal due under the 1st Bonds in exchange for the Bonds.
Under the Indenture, the Bonds are unsecured,
accrue interest at a rate of 5.0% per annum from the day immediately following the issue date until June 30, 2026 (the “Maturity
Date”). Interest related to shares being converted is payable no later than ten business days following the conversion date. Upon
any failure by the Company to pay interest when due, the Company shall be liable for delinquency interest on such overdue interest at
14.6% per annum. Interest is payable on the Maturity Date, unless earlier converted. Pursuant to the Indenture, the Company shall repay
the total amount of the principal on the Maturity Date. The Company may extend the Maturity Date to December 25, 2026, by notifying
the Bond Holder in writing or by electronic mail prior to the Maturity Date. If the Maturity Date is extended, remaining interest will
be payable on June 30, 2026, and December 25, 2026. At any time between the issuance date and June 29, 2026 (or December 24,
2026, if the Maturity Date of the Bonds is extended), the Bond Holder may convert each Bond at its option, in whole but not in part, into
common shares, no par value, of the Company. The conversion price is JPY 330 per common share, subject to customary adjustments upon the
occurrence of certain events. The Company, acting with the agreement of the Bond Holder, may repurchase and cancel the Bonds prior to
the Maturity Date. Under the Indenture, the Bond Holder may not transfer the Bonds without the consent of the Company’s board of
directors.
Upon the occurrence of certain conditions, the
Bond Holder may demand immediate repayment of the Bonds under the Indenture. These conditions include, among others, the Company’s
failure to timely pay interest; certain other default events regarding other indebtedness incurred or guaranteed by the Company; the Company
resolving to commence bankruptcy, civil rehabilitation, or similar proceedings, or receiving an order to commence such proceedings; or
an asset essential to the Company’s business operations becoming subject to compulsory execution or provisional attachment, or the
occurrence of other circumstances which significantly damage the creditworthiness of the Company.
The Bonds were issued and sold outside the United
States in reliance upon the safe harbor provided by Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities
Act”). The Bonds, the common shares issuable upon the conversion of the Bonds, and any American Depositary Shares that may represent
such common shares issuable upon the conversion of the Bonds have not been registered under the Securities Act, or any other securities
laws, and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements.
Deemed Loan Agreement and Memorandum of Understanding
On January 30, 2026, the Company and the
Bond Holder entered into a Deemed Loan Agreement and a Memorandum of Understanding (collectively, the "Loan Agreement"). Pursuant
to the Loan Agreement, the Bond Holder refinanced JPY 200,000,000 of principal due under the 1st Bonds in exchange for the
Company's assumption of the corresponding loan obligations. The loan bears interest at 10.0% per annum and is repayable on March 31,
2026. Upon any failure by the Company to pay interest when due, the Company shall be liable for delinquency interest on overdue principal
at 14.6% per annum.
Upon the occurrence of certain conditions, the
Bond Holder may demand immediate repayment of the loan including, among others, the Company delaying the performance of, or breaching,
any obligation under the Loan Agreement; the Company becoming subject to any disposition by a competent governmental authority such as
revocation or suspension of its business license; the Company suspending its business operations; the Company becoming subject to suspension
of payments or insolvency; the Company becoming subject to a suspension of bank transactions; and a petition being filed for the commencement
of bankruptcy or other similar proceedings.
Pledge Agreement
To secure the Company's obligations under the
Loan Agreement, on January 30, 2026, the Company pledged to the Bond Holder all of the Company’s shares of MEDIROM MOTHER Labs
Inc. ("MML"), a subsidiary of the Company, pursuant to a Share Pledge Agreement. The pledge secures all of the Company’s
obligations under the Loan Agreement and grants the Bond Holder a first-priority security interest in the pledge shares. Upon the occurrence
of an acceleration of the Company’s obligations under the Loan Agreement, the Bond Holder may, without prior notice or demand, dispose
of the pledged shares.
The remaining JPY 25,000,000 principal amount
due under the 1st Bonds was repaid to the Bond Holder in cash on December 31, 2025.
The foregoing descriptions of the Bonds, the Indenture, the Deemed
Loan Agreement, the Memorandum of Understanding, and the Pledge Agreement do not purport to be complete and are qualified in their entirety
by reference to the full text of the Indenture, the Deemed Loan Agreement, the Memorandum of Understanding, and the Pledge Agreement,
which are furnished herewith as Exhibits 4.1, 10.1, 10.2, and 10.3 hereto and are incorporated herein by reference.
This
report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein,
nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state.
Cautionary Statement Regarding Forward-Looking Statements
This report includes “forward-looking statements”
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s
actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward- looking
statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believe,” “hope,” “predict,” “potential,” “continue,”
and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include the Company’s
expectations with respect to future performance. These forward-looking statements involve significant risks and uncertainties that could
cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s control
and are difficult to predict. Factors that may cause such differences include but are not limited to risks and uncertainties related to
the risks set forth under “Risk Factors” in the Company’s Annual Report on Form 20-F filed with the Securities
and Exchange Commission (“SEC”) on April 29, 2025 and in the Company’s other filings with the SEC. The transactions
described in this report on Form 6-K may not be consummated for a variety of reasons, and, even if consummated, the Company may not
realize some or even all of the anticipated benefits from the transactions. In addition, if consummated, there is a risk that the transactions
may have an adverse impact on the Company’s business, financial condition, and results of operations. The Company cautions readers
not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake
or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any
change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.
The
information furnished in this report on Form 6-K (including the exhibit hereto) shall not be deemed to be “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section,
and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or
the Exchange Act, as amended, except to the extent specifically provided in such a filing. The registrant hereby incorporates this report
on Form 6-K (including the exhibit hereto) by reference into and as part of the Company’s registration statements on Form S-8
(Registration No. 333-274833) and Form F-3 (Registration Number 333-290161), and this report on Form 6-K shall be deemed
to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed
or furnished (to the extent the Company expressly states that it incorporates such furnished information by reference into such
registration statement) by the Company.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 4.1 |
|
Indenture relating to the Bonds [English Translation] |
| 10.1 |
|
Deemed Loan Agreement, dated January 30, 2026, by and between the Company and the Bond Holder [English Translation] |
| 10.2 |
|
Memorandum of Understanding, dated January 30, 2026, by and between the Company and the Bond Holder [English Translation] |
| 10.3 |
|
Share Pledge Agreement, dated January 30, 2026, by and between the Company and the Bond Holder [English Translation] |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
MEDIROM
HEALTHCARE TECHNOLOGIES INC. |
| |
|
| Date:
February 3, 2026 |
By: |
/s/ Fumitoshi Fujiwara |
| |
|
Name: Fumitoshi Fujiwara |
| |
|
Title: Chief Financial Officer |
Exhibit 4.1
Terms of 4th Unsecured Convertible-Type
Corporate Bonds with Share Options of
MEDIROM Healthcare Technologies
Inc.
The name of securities is 4th Unsecured
Convertible-Type Corporate Bonds with Share Options (hereinafter referred to as the “CB”, the bond portion of which
is hereinafter referred to as the “Bonds” and the share option portion of which is hereinafter referred to as the “Share
Option”) of MEDIROM Healthcare Technologies Inc. (hereinafter referred to as the “Issuer”)
| 2. | Total Amount of Issued Bonds |
JPY 500,000,000 (JPY 500,000,000 as
face value)
JPY 25,000,000, one bond. The CBs may
not be split into a bond the value of which is less than each of the Bonds.
| 4. | Paid-in Money for Each Bond |
JPY 25,000,000 (JPY 100 to be paid
per JPY 100 face value)
| 5. | Paid-in Money for Each Share Option |
No payment is required in exchange
for the Share Options.
| 6. | Matters Regarding CB Certificate |
The CB shall be a bearer security,
and neither bond certificate nor share option certificate shall be issued. Pursuant to Paragraph 2 and 3 of Article 254 of the Companies
Act, the CBs shall not be transferred severally in part by Bonds or Share Options only.
5.0% per annum
| 8. | Method of Payment of Interests and Due Date |
| (1) | Interests shall accrue from the next date of the Issue Date until Maturity Date, which date shall be included
in accrual period, (provided, however, that the end of the period shall be the buy-back date in case of buy-back pursuant to Paragraph
15 of these Terms; the same applies hereinafter). The first payment date shall be due on June 30, 2026 and the final payment shall
be due on June 30, 2026. If the Maturity Date is extended pursuant to Paragraph 14(1), interest will be paid on June 30, 2026,
and December 25, 2026. |
| (2) | In case of interests being paid for the period of less than six months at the time of redemption or conversion,
such interests shall be calculated on a daily basis. |
| (3) | In case interests are paid due on a bank holiday, the payment shall be made on the previous business day
of such bank holiday. |
| (4) | In the event that the Share Options are exercised, the interest on the Bonds to which the exercised Share
Options are attached shall be paid, no later than ten (10) business days after the effective date of the exercise. Such interest
shall be for the period from the day immediately following the interest payment date immediately preceding the effective date of the claim
for exercise of such Share Options (provided that, if the Share Options are exercised before the first interest payment date, “interest
payment date” shall be replaced with and read as the “Payment Due of the Bonds”) up to and including the effective date,
with both such dates included in the interest accrual period. |
| (5) | In the event that the Issuer fails to tender payment of interest accrued on the Bonds on the interest
payment date (provided that, in the case of item (4) above, "interest payment date" shall be replaced with and read as
the date that is ten (10) business days after the effective date of the claim for exercise of the Share Options; the same shall apply
hereinafter), the Issuer shall be liable for delinquency interest on such overdue interest at a rate of 14.6% per annum for the period
from the day immediately following such interest payment date up to and including the date on which payment is tendered, with both such
dates included in the accrual period. |
| (6) | No interests shall accrue after the redemption. |
| 9. | Payment Due of the Bonds |
December 31, 2025
| 10. | Grant Date of the Share Options |
December 31, 2025
Number of requested CBs are to be allotted
to Kufu Company Holdings Inc. (hereinafter referred to as “CB Holder”) by the method of third-party allotment.
| 12. | Matters of Security Interests/Guarantee |
Neither security interest on property
nor guarantee is attached to the CBs, and no asset is compromised for the CBs.
Since the CB satisfies the requirements
set forth in the proviso of Article 702 of the Companies Act and Article 169 of the Ordinance of the Companies Act, there is
no bond manager being engaged.
| 14. | Method of Redemption and Maturity Date |
| (1) | Redemption on the Maturity Date |
The Issuer shall repay the total amount
of the principal by JPY 100 per JPY 100 face value due on June 30, 2026 (the "Maturity Date"). However, the Issuer
may extend the Maturity Date once to December 25, 2026, by notifying the Bondholder in writing or by electronic mail prior to the
Maturity Date. Interest shall be calculated at the initially determined interest rate throughout the extended period. This is subject
to the provisions regarding purchase and cancellation set forth in Paragraph 15.
| 15. | Repurchase and Extinguishment |
By mutual agreement with the Bondholder,
the Issuer may repurchase and extinguish all or part of the Bonds prior to the Maturity Date.
| 16. | Special Clause for Acceleration |
In any of the following events occur
to the Issuer, the Bonds shall be due and payable. If any of the followings occurs, the Issuer shall promptly provide to the CB Holder
a notice in writing.
| (1) | The Issuer breaches Article 8 of these Terms in connection with any of the CBs. |
| (2) | Acceleration triggers in relation to any bond other than the Bonds, or the Issuer fails to repay any bond
which has been due. |
| (3) | Acceleration triggers in relation to any loan other than bonds, or the Issuer fails to perform its duties
on guarantee that the Issuer gave for any bond or loan by other party and that became due, except for the case where the total amount
(after conversion into Japanese Yen) of such duties does not exceed JPY 500,000,000. |
| (4) | The Issuer files a petition for commencement of bankruptcy procedure, civil rehabilitation procedure,
corporate reorganization procedure, or special liquidation, or makes a board resolution of dissolution (excluding the event of dissolution
where, in case of incorporation-type merger or absorption-type merger, duties in connection with the CBs are succeeded to by the newly-incorporated
company or continuing company, without prejudice to the CB Holder’s interests). |
| (5) | The Issuer receives any order of commencement of bankruptcy procedure, civil rehabilitation procedure,
corporate reorganization procedure, or special liquidation. |
| (6) | Compulsory execution, provisional attachment, or provisional disposition is implemented to any of Issuer’s
essential asset for its business operation, a petition for auction (including public auction) is filed or attachment as a result of delinquent
tax, or any other event that significantly harms Issuer’s credibility arises. |
| 17. | Number of Share Options attached to Bonds |
One share option is attached to each
Bond, and the Issuer grants a total of 20 Share Options.
| 18. | Description of Share Options |
| (1) | Class and Method of Calculation of Number of Shares that are Subject to Share Options |
The class of shares that are subject
to the Share Options shall be Issuer’s common shares, and the number of Issuer’s common shares that will be newly issued or
disposed by the Issuer upon exercise of the Share Options (hereinafter, such issue or disposition of Issuer’s common shares are
referred to as “delivery” of Issuer’s common shares.) shall be the maximum integer obtained by dividing the total paid-in
amount of the Bonds pertaining to the exercised Share Options by the Conversion Price set forth in Item (3) of this paragraph; provided,
however, that fractions less than one share arising from the exercise shall be rounded off and no cash adjustment shall be made.
| (2) | Description and Value of Property to be Contributed upon Exercise of Share Options |
Properties to be contributed upon exercise
of the Share Options shall be the Bonds attached to the Share Options, and the value of such Bonds shall be the same as its paid-in amount.
The price per share used to calculate
the number of the Issuer's common shares to be delivered upon the exercise of the Share Options (hereinafter referred to as the "Conversion
Price") shall be JPY 330, which is the amount obtained by converting into Japanese Yen the weighted average of the closing prices
of the Issuer's American Depositary Shares representing one share of the Issuer's common shares on the NASDAQ Stock Market during the
one-month period preceding December 15, 2025 (the day before the date of the resolution of the Board of Directors concerning the
issuance of the Bonds with the Share Options), based on the TTM rate (Telegraphic Transfer Middle rate) for one US Dollar to Japanese
Yen quoted by Sumitomo Mitsui Banking Corporation as of December 15, 2025. Any fraction less than JPY 1 resulting from the calculation
shall be rounded up to the nearest whole yen.
In the event the Issuer conducts a share
split or reverse share split of its common shares, the conversion price shall be adjusted in accordance with the following formula, provided,
however, 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 a gratis allotment of common shares of the Issuer, or in the other event where adjustment of the number of shares is necessary, the
Issuer shall, to the reasonable extent, adjust the Conversion Price, taking into consideration the conditions, of the Mergers, Etc., gratis
allotment of common shares of the Issuer, and the like.
| (4) | Share Options Exercisable Period |
The exercise period for the Share Options
shall be from issuance date, to June 29, 2026 (or December 24, 2026, if the Maturity Date of the Bonds is extended), provided,
however, that the exercise period shall terminate in the case of loss of the benefit of time (acceleration), on the date such loss of
the benefit of time occurs; and furthermore, if the last day of the exercise period is not a Bank Business Day, the last day of the exercise
period shall be the immediately preceding Bank Business Day. The Share Options may not be exercisable after June 30, 2026. (or December 25,
2026, if the Maturity Date of the Bonds is extended)
| (5) | Conditions to Exercise Share Options |
Partial exercise of the Share Options
shall not be allowed.
| (6) | Matters regarding Acquisition and Conditions to Acquire the Share Options |
There are no terms and conditions for
the Issuer to acquire the Share Options.
| (7) | Issue Price and Capitalization Amount of Shares to be Issued upon Exercise of Share Options |
| ① | Issue Price per Share in the Event Shares are Issued by Exercise of 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.
| ② | Stated Capital and Capital Reserve to be Increased in the Event Shares are Issued by Exercise of Share
Options |
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.
| (8) | Reason for not Requiring Payment of Money in Exchange for Share Options and Rationale of Conversion Price |
The Bonds and Share Options are closely
related: the Share Options are attached to the CBs and may not be transferred severally from the Bonds, and the Bonds in connection with
such Share Options will be contributed in the case of exercise of the Share Options. Taking into account such relationship, and considering
economic value in theory inherent in the Share Options based on the assumption of the Conversion Price determined as described in Item
(3) hereof, and economic value in practice 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, 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.
| (9) | Method of Claim for Exercise of 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 others, 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.
| (10) | Timing of Effectuation of Exercise of Share Options |
Exercise shall take into effect on the
day when the entire documents necessary for exercise has arrived at the designated place of receipt of exercise set forth in Item (12)
hereof. When the exercise of the Share Options takes into effect, the redemption of the Bonds in connection such Share Options shall be
deemed as due.
| (11) | Method of Delivery of Shares |
Upon exercise of the Share Options being
effective, the Issuer shall record the CB Holder in Issuer’s register of shareholders and deliver shares to the CB Holder in accordance
with related laws and regulations.
| (12) | Place of Receipt of Claim for Exercise of Share Options |
MEDIROM Healthcare Technologies Inc.
| 19. | Administrator of Repayment (Place of Redemption) |
Back Office Unit at MEDIROM Healthcare
Technologies Inc.
The CBs shall not be transferred to
any third party, without prior written consent by Issuer’s board of directors.
| 21. | Method of Redemption of Principal and Interest |
The repayment of principal and interest
and other payments based on the Bonds shall be made by remittance to the bank account separately designated by the CB Holder. The Issuer
shall be responsible for wiring fees.
| 22. | Method of Notice to CB Holder |
Except for otherwise required by laws
and regulations, any notice to the CB Holder shall be made in writing.
| 23. | Exemption from Registration |
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
the Act, and thus, no registration statement set forth in Article 4(1) of the 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; CB Holder is prohibited from transferring the Bonds except where the transfer is made
for the entire amount of the Bonds all in once by an acquirer or purchaser of the Bonds; and the Bonds may not be split in its nature.
| (1) | The CB Holder shall enter into an agreement with the Issuer to deliver property contributed in-kind in
lieu of the cash payment for the Bonds. The matters listed in Article 162(3) of the Regulations for Enforcement of the Companies
Act are as set forth in the Exhibit. |
| (2) | Any other matters necessary for the issuance of CBs shall be deferred to Issuer’s CEO. |
| (3) | 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 necessary measures. |
End
Exhibit
Agreement regarding Payment for the 4th Unsecured
Convertible-Type Corporate Bonds with Share Options of MEDIROM Healthcare Technologies Inc.
MEDIROM Healthcare
Technologies Inc. (hereinafter referred to as the “Issuer”) and Kufu Company Holdings Inc (hereinafter referred
to as the “Subscriber”) hereby agree as follows with respect to the 4th Unsecured Convertible-Type Corporate
Bonds with Share Options (hereinafter referred to as the "CBs"), the value of which is JPY 275,000,000, projected
to be issued by the Issuer and purchased by the Subscriber on December 31, 2025. (hereinafter referred to as the
“Agreement”)
Article 1 (Method of Payment)
Regarding the payment for the bond portion of CBs,
on December 31, 2025, the Subscriber shall contribute the 1st Unsecured Convertible-Type Corporate Bonds with Share Options which were
issued by the Issuer and purchased by Subscriber (formerly known as Kufu Company Inc.) on December 28, 2022, the value of which is equivalent
to JPY 275,000,000 (JPY 100 to be paid per JPY 100 face value), in lieu of the cash payment.
Article 2 (Governing Law, Dispute Settlement, and Other Matter)
| 1. | This Agreement and rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws
of Japan. |
| 2. | The parties hereto agree that the Tokyo District Court shall be the exclusive jurisdictional court of first instance for litigations
and other legal proceedings relating to this Agreement or the rights and obligations of the parties hereunder. |
| 3. | Any matters not stipulated in this Agreement shall be determined through consultations in good faith between the Issuer and the Subscriber. |
