Exhibit 10.29


 


Subscription Agreement


 


Yoshitsu Co., Ltd (hereinafter referred to as
“Party A”) and SHUR Co., Ltd. (hereinafter referred to as “Party B”) hereby enter into an agreement as follows
with respect to the subscription by Party B of 2,041 ordinary shares to be issued and allotted by Party A pursuant to the resolution of
the extraordinary shareholders' meeting to be held on December 15, 2020 (hereinafter referred to as the “Shares”):


 


Article 1  Subscription Requirements


 


The subscription
requirements of the Shares shall be as follows:


 


		(1)	Number of shares for subscription: 2,041 ordinary shares;



 


		(2)	Amount to be paid for shares for subscription: JPY73,494 per share;



 


		(3)	Due date of payment: December 25, 2020;



 


		(4)	Party to whom shares will be allotted: Party B;



 


		(5)	Capital to be increased: JPY73,494 per share;



 


Article 2 Method of Subscription


 


		1.	Party B shall subscribe for the Shares in accordance with the subscription requirements set forth in the
preceding article.



 


		2.	Pursuant to the provisions of Article 205 of the Companies Act, the procedures for applications for shares
for subscription under Article 203 of the Companies Act or the procedures for allotment of shares for subscription under Article 204 of
the Act shall not be carried out with this agreement.



 


Article 3  Method of Payment


 


		1.	Party B shall pay JPY150,001,254 for the subscription of the Shares by the due date of payment under Article
1 (3) to the following place where payments are handled.



 


Place where payments are handled:   MUFG
Bank, Ltd.     Kameido Branch


Savings account        Account No.: [*]


Name of account
holder: Yoshitsu Co., Ltd


 


		2.	If the payment under the preceding paragraph is not made, the right of Party B to receive allotment of
the Shares will be extinguished.



 






     


     


    

 


Article 4  Undertakings by Party B


Party B undertakes
that:


 


		(1)	Upon every shareholders’ meeting of Party A, Party B shall submit to Party A a proxy to the effect
that it delegates to Mr. Mei Kanayama, all authority to exercise the voting rights of the Shares, or shall provide the matters to be described
in the proxy by electronic means;



 


		(2)	Party B should not dispose of or transfer the Shares until later of (i) six (6) months from the date of
the listing of Party A on The Nasdaq Stock Market (hereinafter referred to as the "Listing on NASDAQ") or (ii) the expiration
of the lock-up period as set forth in the lock-up agreements to be entered into by principal shareholders of Party A in connection with
the Listing on NASDAQ;



 


		(3)	Where required, and if applicable, Party B shall duly comply with the relevant rules and regulations of
NASDAQ or any regulatory body in connection with the Shares; and



 


		(4)	Party B will provide assistance in relation to any matters in connection with the reorganization, which
is required for the Listing on NASDAQ, of the group of companies comprising Party A and any of its subsidiaries, or the Listing on NASDAQ.



 


Article 5  Matters to be Discussed


Any matter not stipulated in this agreement will
be determined from time to time after consultation between Party A and Party B.


 


IN WITNESS WHEREOF, the parties hereto have executed
this agreement in duplicate originals of the Japanese and English versions by placing their signatures or names and seals thereon, and
each party shall keep one copy of the originals.


 


December 17, 2020


 


	Party A	Harumi Building, Kotobashi 2-5-9, Sumida-ku, Tokyo, Japan
	 	Yoshitsu Co., Ltd.
	 	Representative director
	 	Mei Kanayama
	 	 
	 	/s/ Mei Kanayama




 


	Party B	 TN Harimaya Building, Harimaya-cho 1-4-8, Kochi-shi, Kochi, Japan
	 	SHUR Co., Ltd.
	 	Representative director
	 	HUHEBALA
	 	 
	 	/s/ HUHEBALA