Certain Common Stock of toridori Inc. are subject to a Lock-Up Agreement Ending on 5-JUL-2023. These Common Stock will be under lockup for 198 days starting from 19-DEC-2022 to 5-JUL-2023.

Details:
Takayuki Nakayama, the seller and lender; Hidekazu Kigami, Kokoro Kaneko and Teru Yoshida, the sellers; and Takashi Kunimoto and Sannomiya, the Company's shareholders Shota, Kento Kaneko, Shogo Nagasaka, Takuya Sano, Shota Ohno, Satoshi Takayasu, Tomohiro Inoue, Kenji Shimada, Jun Hasebe, Taiki Shigematsu, Shunsuke Teragaki, Takayuki Kikuchi, Hiromasa Nishi, Fumio Yamamoto, Kazuki Morita, Tadahiro Kanohatsu and Shinji Tarumi will provide the lead managing company with a period from the date of conclusion of the principal underwriting agreement to 180 days (June 16, 2023) after the listing date (including the day) (hereinafter referred to as the “lock-up period”). , without the prior written consent of the lead manager, the sale of the Company's common stock (however, the sale of the Company's common stock by the underwriter's purchase and acceptance, the acquisition of the Company's common stock subject to the green shoe option, etc.), have agreed not to do.

In addition, the seller East Ventures 3 Investment Limited Partnership, the Company's shareholders Mitsubishi UFJ Capital No. 7 Investment Business Limited Liability Partnership, Japan Post Capital Co., Ltd., Ceres Co., Ltd., Innovation Engine POC No. 2 Investment Business Limited Liability Union, Nagoya Television Ventures LLC, Founder Foundry No. 1 Investment Business Limited Liability Union, Innovation Engine POC Investment Business Limited Liability Union, and 90s No. 1 Investment Business Limited Liability Union conclude a direct underwriting contract with the lead managing company. From the date of listing to the 90th day (March 18, 2023) after the date of listing (including the date of listing), without the prior written consent of the lead underwriter Secondary offering by purchase transaction, acquisition of the Company's common stock subject to Greenshoe Option by the lead manager, and if the sale price is more than twice the issue price or selling price in the public offering, etc., and through the lead manager (Excluding sales, etc. on the Tokyo Stock Exchange, Inc.).

In addition, Kotaeru Trust Co., Ltd., which holds the stock acquisition rights of the Company, will instruct the lead managing company to exercise the stock acquisition rights of the Company and the stock acquisition rights without the prior written consent of the lead managing company during the lockup period. have agreed not to sell, etc., the common stock of the Company acquired by. During the lockup period, the Company will issue shares of common stock of the Company, issue securities that will be converted or exchanged for common shares of the Company, or acquire common shares of the Company without the prior written consent of the lead manager. Or issuance of securities, etc. with the right to receive them (however, this offering, green shoe options, stock splits and stock options, or restricted stock compensation (those that cannot be exercised or transferred during the lockup period and are locked It has been agreed not to carry out issuances, etc., limited to those whose cumulative dilution rate on a potential share basis does not exceed 1%).

In any of the above cases, the lead managing company has the authority to cancel all or part of the agreement at its discretion even during the lockup period.