MEDIROM HEALTHCARE TECHNOLOGIES INC. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • December 11th, 2020 • Medirom Healthcare Technologies Inc. • Services-personal services • New York
DEPOSIT AGREEMENT dated as of __________, 2020 among MEDIROM HEALTHCARE TECHNOLOGIES INC., a company incorporated under the laws of Japan (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
Medirom Healthcare Technologies Inc. [˜] American Depositary Shares Each Representing One Common Share, no par value UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2020 • Medirom Healthcare Technologies Inc. • Services-personal services • New York
Medirom Healthcare Technologies Inc., a corporation with limited liability organized under the laws of Japan (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [˜] common shares of the Company, no par value (“Common Shares”), to be delivered in the form of an aggregate of [˜] American Depositary Shares (“Firm ADSs” or “Firm Securities”), each American Depositary Share (“ADS”) representing one Common Share, to Maxim Group LLC (“Maxim” or the “Underwriter”). The Company has also agreed to grant to the Underwriter an option (the “Option”) to purchase up to an additional [˜] ADSs (the “Option ADSs”, and together with the Firm ADSs, the “Offered ADSs”) on the terms set forth in Section 1(b) hereof. The Option ADSs are hereinafter also called the “Option Securities.” The Offered ADSs are hereinafter also called the “Offered Securities”. The Common Shares to be delivered in the form of ADSs underlying the Firm ADSs are hereinafter c
Medirom Healthcare Technologies Inc. 800,000 American Depositary Shares Each Representing One Common Share, no par value UNDERWRITING AGREEMENTUnderwriting Agreement • December 29th, 2020 • Medirom Healthcare Technologies Inc. • Services-personal services • New York
DEVELOPMENT AND PRODUCTION AGREEMENTDevelopment and Production Agreement • December 11th, 2020 • Medirom Healthcare Technologies Inc. • Services-personal services • New York
This Development and Production Agreement (“Agreement”), which is effective as of August 4, 2020 (the “Effective Date”) is made and entered into by and between Matrix Industries, Inc., a Delaware USA corporation with a place of business at 1440 O’Brien Drive, Suite A-1, Menlo Park, California, USA 94025 (“Company”) and MEDIROM Healthcare Technologies Inc., a Japan corporation having a place of business at Tradepia Odaiba 16F, 2-3-1 Daiba, Minato-ku, Tokyo 135-0091, Japan (“Customer”). Company and Customer are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [**], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT, IF PUBLICLY DISCLOSED. Investment AgreementInvestment Agreement • November 20th, 2020 • Medirom Healthcare Technologies Inc. • Services-personal services
This Investment Agreement (this “Agreement”) is entered into between CCC Marketing Co., Ltd. (the “CCC”) and Re.Ra.Ku. Co. Ltd. (“Re.Ra.Ku.”) and Kouji Eguchi (“Eguchi”).
UNDERWRITING AGREEMENT between MEDIROM HEALTHCARE TECHNOLOGIES INC. and THINKEQUITY LLC as Representative of the Several UnderwritersUnderwriting Agreement • November 7th, 2024 • Medirom Healthcare Technologies Inc. • Services-personal services • New York
The undersigned, MEDIROM Healthcare Technologies Inc., a Japanese corporation the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
5th Series Stock Option Allotment Agreement5th Series Stock Option Allotment Agreement • October 3rd, 2023 • Medirom Healthcare Technologies Inc. • Services-personal services
In accordance with the resolutions at the special meeting of shareholders held on December 21, 2015 and the meeting of the board of directors held on December 21, 2015 (the "Resolutions"), this agreement (this “Agreement”) has been entered into between Re.Ra.Ku Inc. (the "Company") and [ ] (the "Grantee") in connection with stock option under Articles 236 and 238 of the Companies Act ("Stock Option") as follows.
SECOND AMENDMENT TO DEVELOPMENT AND PRODUCTION AGREEMENTDevelopment and Production Agreement • May 30th, 2023 • Medirom Healthcare Technologies Inc. • Services-personal services
This Second Amendment to the Development and Production Agreement dated August 4, 2020 (the “Second Amendment”) is made and entered into, effective as of December 8th, 2022 (the “Effective Date”), by and between Matrix Industries, Inc., a Delaware Corporation with a place of business at 1440 O’Brien Drive, Suite A-1, Menlo Park, California, USA 94025 (“Company”) and MEDIROM Healthcare Technologies Inc., a Japanese Joint Stock Corporation with a place of business at 2-3-1 Daiba, Minato-ku, Tokyo, Japan 135-0091 (“Customer”). Company and Customer are referred to collectively in this Agreement as the “Parties” or, individually, as a “Party”.
Absorption-type Company Split AgreementCompany Split Agreement • June 5th, 2023 • Medirom Healthcare Technologies Inc. • Services-personal services
This Absorption-type Company Split Agreement (hereinafter referred to as this “Agreement”) is entered into between Bell & Joy Power Partners Inc. (hereinafter referred to as "BJPP") and MEDIROM Healthcare Technologies Inc. (hereinafter referred to as "MEDIROM") as follows:
Capital Alliance AgreementCapital Alliance Agreement • December 9th, 2022 • Medirom Healthcare Technologies Inc. • Services-personal services
The Capital Alliance Agreement (hereinafter referred to as the "Agreement") has been entered into by and between MEDIROM Healthcare Technologies Inc. (hereinafter referred to as "Medirom") and Kufu Company Inc. (hereinafter referred to as "Kufu") as follows.
Medirom Healthcare Technologies Inc. _____ American Depositary Shares Each Representing One Common Share, no par value UNDERWRITING AGREEMENTDeposit Agreement • February 16th, 2022 • Medirom Healthcare Technologies Inc. • Services-personal services • New York
Medirom Healthcare Technologies Inc., a joint-stock company with limited liability organized under the laws of Japan (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of _____ common shares of the Company, no par value (“Common Shares”), to be delivered in the form of an aggregate of _____ American Depositary Shares (“Firm ADSs” or “Firm Securities”), each American Depositary Share (“ADS”) representing one Common Share, to Maxim Group LLC (“Maxim” or the “Underwriter”). The Company has also agreed to grant to the Underwriter an option (the “Option”) to purchase up to an additional ____ ADSs (the “Option ADSs”, and together with the Firm ADSs, the “Offered ADSs”) on the terms set forth in Section 1(b) hereof. The Option ADSs are hereinafter also called the “Option Securities.” The Offered ADSs are hereinafter also called the “Offered Securities”. The Common Shares to be delivered in the form of ADSs underlying the Firm ADSs are
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [****], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT, IF PUBLICLY DISCLOSED. Investment AgreementInvestment Agreement • November 20th, 2020 • Medirom Healthcare Technologies Inc. • Services-personal services
This Investment Agreement (this “Agreement”) is entered into between Social Entrepreneur 2 Investment Limited Partnership (the “LP”) and Re.Ra.Ku. Co. Ltd. (“Re.Ra.Ku.”) and Kouji Eguchi (“Eguchi”) with regard to the investment into Re.Ra.Ku. by LP set forth in Article 1 (the “Investment”) for the purpose to enhance Re.Ra.Ku.’s enterprise value and cooperate for the achievement of the initial public offering of Re.Ra.Ku.
9th Series Stock Option Allotment AgreementStock Option Allotment Agreement • October 3rd, 2023 • Medirom Healthcare Technologies Inc. • Services-personal services
In accordance with the resolutions at the special meeting of shareholders and the meeting of the class A shareholder held on August 31, 2020 and the meeting of the board of directors held on October 2, 2020 (the "Resolutions"), this Stock Option Allotment Agreement (this “Agreement”) has been entered into between MEDIROM Healthcare Technologies Inc. (the “Company”) and [ ] (the “Grantee”) as follows:
8th Series Stock Option Allotment Agreement8th Series Stock Option Allotment Agreement • October 3rd, 2023 • Medirom Healthcare Technologies Inc. • Services-personal services
In accordance with the resolutions at the special meeting of shareholders and the meeting of the class A shareholder held on August 31, 2020 and the meeting of the board of directors held on October 2, 2020 (the "Resolutions"), this Stock Option Allotment Agreement (this “Agreement”) has been entered into between MEDIROM Healthcare Technologies Inc. (the “Company”) and [ ] (the “Grantee”) as follows:
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE SUCH INFORMATION (I) IS NOT MATERIAL, (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED, AND (III) IS THE TYPE OF...Purchase Agreement • December 9th, 2022 • Medirom Healthcare Technologies Inc. • Services-personal services
This Purchase Agreement (hereinafter referred to as the "Agreement") was made and entered into as of December 9, 2022, by and between MEDIROM Healthcare Technologies Inc. (hereinafter referred to as the “Issuer”) and Kufu Company Inc. (hereinafter referred to as the “CB Holder”) with respect to 1st unsecured convertible-type corporate bonds with share options, JPY 500,000,000 of the value (hereinafter referred to as the "CBs"), which are projected to be issued by the Issuer and purchased by the CB Holder on December 28, 2022. The terms used in this Agreement shall have the meanings defined in the Terms of the CBs in Schedule 1 (hereinafter referred to as the "Terms of CBs") unless otherwise provided for in this Agreement or unless the context otherwise requires or unless the definitions set forth in Schedule 4. In addition, Schedule 1 to 3 attached at the end of this Agreement shall form an integral part of this Agreement.
CERTAIN PERSONALLY IDENTIFIABLE INFORMATION, MARKED BY [***], HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K. MEDIROM Healthcare Technologies Inc. 2nd Unsecured Convertible-Type Corporate Bonds with Share Options...Purchase Agreement • October 11th, 2024 • Medirom Healthcare Technologies Inc. • Services-personal services
This Purchase Agreement (hereinafter referred to as the “Agreement”) was made and entered into as of October 8, 2024, by and between MEDIROM Healthcare Technologies Inc. (hereinafter referred to as the “Issuer”) and Triple One Investment Partnership (hereinafter referred to as the “CB Holder”) with respect to 2nd unsecured convertible-type corporate bonds with share options in the aggregate principal amount of JPY 300,000,000 (hereinafter referred to as the “CBs”). The terms used in this Agreement shall have the meanings defined in the Terms of the CBs in Schedule 1 (hereinafter referred to as the “Terms of CBs”) unless otherwise provided for in this Agreement. In addition, Schedule 1 to 3 attached at the end of this Agreement shall form an integral part of this Agreement.
ContractMedirom Healthcare Technologies Inc. • September 22nd, 2021 • Services-personal services
[Note] This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.
Trademark License AgreementTrademark License Agreement • September 11th, 2020 • Medirom Healthcare Technologies Inc. • Services-health services
Koji Eguchi ("X") and Medirom Inc. (Y"), in granting Y the use of the registered trademark specified in Article 1 and owned by Y, enter into this Trademark License Agreement (the "Agreement") as follows:
7th Series Stock Option Allotment Agreement7th Series Stock Option Allotment Agreement • October 3rd, 2023 • Medirom Healthcare Technologies Inc. • Services-personal services
In accordance with the resolutions at the special meeting of shareholders held on December 21, 2016 and the meeting of the board of directors held on December 21, 2016 (the "Resolutions"), this agreement (this “Agreement”) has been entered into between Re.Ra.Ku Inc. (the "Company") and [ ] (the "Grantee") in connection with stock option under Articles 236 and 238 of the Companies Act ("Stock Option") as follows.
