Certain Common Stock of MRSO Inc. are subject to a Lock-Up Agreement Ending on 19-MAR-2024. These Common Stock will be under lockup for 89 days starting from 21-DEC-2023 to 19-MAR-2024.

Details:
In connection with this offering and the secondary offering through purchase and underwriting by the underwriters, Tsunegoro Nishino, the stock lender and seller, and sellers Sanwa System Co., Ltd., Aflac Ventures LLC, Mori Trust Co., Ltd., Arihiro Kanda, Junichi Abe, Junichi Sugao, Hiromichi Yamaguchi, and Peihiro Wu have requested that the lead underwriter agree to the following terms and conditions: From the date of the principal underwriting agreement to June 17, 2024, which is the 180th day after the listing (trading start) date (including the day of trading). During this period (hereinafter referred to as "Lockup Period"), the Company's shares (including the Company's stock acquisition rights and the Company's common stock acquired through the exercise of stock acquisition rights) without the prior written consent of the lead manager. We have agreed that there will be no sale, etc. of the Company's common stock (excluding the sale of the Company's common stock for the purpose of sale by underwriter or sale by over-allotment).

In addition, the seller, JAFCO SV4 Shared Investment Limited Partnership, has notified the lead manager that March 19, 2024, which is the 90th day from the date of conclusion of the principal underwriting agreement to the date of listing (commencement of trading) (including the day). (hereinafter referred to as "Lockup Period"; together with Lockup Period, hereinafter referred to as the "Lockup Period"), the Company's shares may not be sold without the prior written consent of the lead manager. (However, this excludes sales through purchase and underwriting by the underwriters, and sales on the Tokyo Stock Exchange where the sales price is 1.5 times or more the issue price in the "1st Offering Guidelines" and are conducted through the lead manager) We have agreed not to do so.

In addition, the Company shall not allow the lead manager to issue the Company's shares, issue securities that will be converted or exchanged for the Company's shares or issue the Company's shares without the lead manager's prior written consent during the lock-up period. Issuance of securities with the right to acquire or receive (However, in connection with this offering, stock split, and over-allotment secondary offering, the lead underwriter resolved at the board of directors meeting held on November 17, 2023) We have agreed that we will not carry out capital increases through third-party allotment, etc.).

In any of the above cases, the lead manager has the authority to cancel the agreement in whole or in part at its discretion even during the lock-up period.