EX-10.2 4 tm265002d1_ex10-2.htm EXHIBIT 10.2

 

Exhibit 10.2

 

Memorandum of Understanding

 

Kufu Company Holdings Inc. ("Kufu") and MEDIROM Healthcare Technologies Inc. ("Medirom") have hereby agreed as follows with respect to the Deemed Loan Agreement (the "Original Agreement") entered into between Kufu and Medirom dated January 30, 2026 (this "Memorandum").

 

Article 1 (Repayment Due Date)

 

1.Notwithstanding Article 3 of the Original Agreement, Medirom shall repay the principal and interest due under the Original Agreement by March 31, 2026.

 

2.If Medirom repays by March 31, 2026, Kufu shall be deemed to have consented, by execution of this Memorandum, to early repayment under Article 5 of the Original Agreement.

 

3.If Medirom repays by March 31, 2026, interest under Article 2 of the Original Agreement shall accrue through March 31, 2026, and no interest shall accrue on or after such date.

 

Article 2 (Effect of the Original Agreement)

 

1.The provisions of the Original Agreement shall not be affected in any way by the execution of this Memorandum and shall remain in full force and effect as before, and terms used in this Memorandum shall have the meanings given to them in the Original Agreement.

 

2.Notwithstanding the preceding paragraph, in the event of any conflict between this Memorandum and the Original Agreement, the provisions of this Memorandum shall prevail.

 

IN WITNESS WHEREOF, the parties have executed this Memorandum in two (2) originals. If executed in originals, each party shall retain one (1) original. This Memorandum may also be executed electronically.

 

January 30, 2026

(Kufu)

1-4-28 Mita, Minato-ku, Tokyo Japan

Kufu Company Holdings Inc.

Yoshiteru Akita, CEO

 

(Medirom)

2-3-1 Daiba, Minato-ku, Tokyo Japan

MEDIROM Healthcare Technologies Inc.

Kouji Eguchi, CEO