展览4.2

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银楼安无担保可转换公司债条款与MEDIRom Healthcare Technologies公司的分享期权。

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证券的名称是第2期无担保可转换公司债与分享期权（以下简称为“CB”，其债券部分以下简称为“债券型”及其中的股份选择权部分以下简称为“股份选择权”)在MEDIROm Healthcare Technologies Inc.（以下简称为“薪酬”)

日圆300,000,000（面值为日圆300,000,000）

每张债券为1亿日元。公司债不得分割成小于每张债券面值的面额。

1亿日元（每张债券面值100日元需实付100日元）

不需支付任何费用以交换股票期权。

公司债券为不记名有价证券，不发行债券证书或股票期权证书。根据《公司法》第254条第2和第3款的规定，公司债券不得单独转让为债券或股票期权。

年利率为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

所有核证券将分配给三一投资伙伴关系（以下简称为」Cb 支架」）通过第三方分配。

有关证券的财产权益及担保均不附加于证券证券，亦不保留与证券有关的资产。

由于 Cb 符合《公司法》第 702 条及《公司法条例》第 169 条规定的规定，因此不会任何债券经理获委任。

发行人须于二零二七年十月二十九日偿还本金总额。但是，第 (2) 项适用于提前赎回，第 15 条适用于回购及终止。除本条规定外，发行人不得于到期日之前偿还债券的本金。

经与 Cb 持有人共同协议，发行人可于到期日前购回及终止所有债券。

如发行人发生以下任何事件，债券将于到期及应付，之后不得行使股权。

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在合并或吸收类型的合并中，与CB相关的职责由新成立的公司或持续经营的公司继承，而不损及CB持有人的利益。

每个债券附加一个股权期权，并由发行人共发行3个股权期权。

被股份期权约定的股份类别为发行人的普通股，发行人根据股份期权行使所发行或转让的发行人普通股数目（下称，该发行人普通股的发行或转让标的为“发行人普通股的交割”）应为行使股份期权的债券总额除以本段落第三项所述换股价的最大整数，不过，由于行使所形成的不足一股的分数将被舍去，且不作现金调整。

行使股份期权时提供的财产应为附属于股份期权的债券，该债券的价值应与其实收金额相同。

用于计算行使股份期权时应交付的发行人普通股数量的每股价格（下称“换股价格”）为每股957日圆。换股价的计算方式为：根据Bloomberg提供的2024年9月30日前六个月内执行的代表一股发行人普通股的美国存托股票的交易加权平均价，并将该加权平均价按照瑞穗三井银行于2024年9月30日公布的以电汇中间汇率每美元142.82日圆进行兑换成日币，计算结果中少于一日圆的部分将四舍五入为一日圆。

若发行人进行普通股的股票分割或逆向股票分割，则按照以下公式进行换股价调整，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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