Exhibit 10.2


 


Memorandum of Amendment


  


Warrantee Inc. (hereinafter referred to as "Warrantee")
and Paygene Co., Ltd. (hereinafter referred to as "Paygene") have concluded an agency agreement (hereinafter referred to as
 "Original Contract") dated April 1, 2021, as follows. In order to change the Original Contract, a memorandum of amendment (hereinafter
referred to as "Memorandum") will be concluded as follows.


 


Article 1 (Matters to be checked)


 


Warrantee and Paygene mutually confirm that the
Original Contract is valid from the time of the conclusion of the contract to the end of December 2021 based on Article 9 (validity period)
of the original contract.


 


Article 2 (Change of original contract in the
future)


 


As of January 1, 2022, Warrantee and Paygene agree
to change Article 9 (validity period) of the Original Contract for the future as follows. However, in any case, the validity of the Original
Contract from the time of the conclusion of the contract as stipulated in the preceding article to the end of December 2021 will not be
impaired, and the Original Contract will not be changed otherwise.


 


(Before the change)


 


Article 9 (Validity
Period)


 


The term of this Agreement shall be one
month from the date of the execution of this Agreement. However, the term of this Agreement shall be extended for another one month unless
either Paygene or Warrantee notifies to the other party of its intent not to extend at least one month prior to the expiration date, and
the same shall apply thereafter.


 


(After the change)


 


Article 9 (Validity
Period)


 


The term of this Agreement will be from
January 1, 2021, to the end of December 2022. However, the term of this Agreement shall be extended for another year unless either Paygene
or Warranty notifies to the other party of its intent not to extend at least one month prior to the expiration date, and the same shall
apply thereafter.


 


Article 3 (Application of other provisions)


 


All other provisions of the Original Contract
excluding Article 9 shall apply in the same way.


 


Article 4 (Matters outside the provisions)


 


If any matter not stipulated in this Memorandum
or any doubt about the interpretation of this Memorandum arises, Paygene and Warrantee shall resolve it after consultation in good faith.


 


Article 5 (Agreement jurisdiction and governing
law)


 


If a dispute arises regarding this Memorandum,
the Tokyo District Court shall be the exclusive agreement jurisdictional court of the first instance. This Memorandum shall be construed
in accordance with Japanese law.


 


(Blank below)








 






     


     


    

 


In order to prove the conclusion of this Memorandum,
two copies of this document will be prepared, and one copy will be held with the signature of Warrantee and Paygene.


 


December 22, 2021


 


	Warrantee	2-4-1 Doshomachi, Chuo-ku, Osaka-shi, Osaka KITAHAMA CRAFT Room 1103
	 	Warrantee Inc.
	 	Managing Director Shouno Yusuke [Stamped Seal]
	 	 
	Paygene	1-25-2 Komaba, Meguro-ku, Tokyo Prestige Komaba Room 206
	 	Paygene Co., Ltd.
	 	Managing Director Matsuki Seira [Stamped Seal]






 






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