Certain Common Stock of note inc. are subject to a Lock-Up Agreement Ending on 20-MAR-2023. These Common Stock will be under lockup for 89 days starting from 21-DEC-2022 to 20-MAR-2023.

Details:
In connection with this offering and the secondary offering by purchase and acceptance by the underwriters, Sadaaki Kato, the seller and lender, and our shareholders Nikkei Inc., UUUM Co., Ltd., TV Tokyo Holdings Inc., Mynavi Co., Ltd., IID Co., Ltd., THE GUILD Co., Ltd., Party Co., Ltd., BASE Co., Ltd., Bungeishunju Co., Ltd., Bloom & Co., Ltd., Hiroki Nakamura, Kensuke Murashima, Susumu Hasegawa, Nobuaki Chonan, Masakazu Komatsu and Kotaro Hayakawa , to the lead manager for the period from the date of conclusion of the principal underwriting contract to the 180th day (June 18, 2023) after the listing date (including the day) (hereinafter referred to as the "lock-up period"). without the prior written consent of the Company, the sale, etc. of the Company's shares (excluding, however, the underwriter's secondary offering through purchase and acceptance and the lead managing company's acquisition of the Company's common stock subject to the green shoe option, etc.). They have agreed not to do so. In addition, the sellers Femto Growth Capital Investment Business Limited Liability Union, JAFCO SV4 Shared Investment Business Limited Liability Union, CA Startups Internet Fund No. 1 Investment Business Limited Liability Union, Femto Startup Limited Liability Partnership, Jun Haranaga, Dentsu Digital Investment Business Limited Liability Union, TBS Innovation Partners No. 1 Investment Business Partnership, Harajuku Web Institute Co., Ltd., and our shareholders SMBC Venture Capital No. 4 Investment Business Limited Liability Partnership, NVCC No. 8 Investment Business Limited Liability Partnership, Regional Creation Raw Niigata No. 1 Investment Business Limited Liability Partnership will provide the lead manager with the lead manager for the period from the date of conclusion of the principal underwriting contract to the 90th day (March 20, 2023) after the listing date (including the day). Without prior written consent, the sale, etc. of the Company's common stock (however, the sale of the Company's common stock by the underwriters, the acquisition of the Company's common stock subject to the green shoe option by the lead managing company, and etc., excluding sales, etc. on the Tokyo Stock Exchange, Inc. conducted through the lead managing company).

In addition, Akihiro Yoshijima, Takayuki Fukatsu, Yuichi Ima, Yukihiro Kashima, Masayuki Iino, Hiroshi Sakamoto, Kotomi Numata, Masaki Nakaya, Takeshi Tanasawa, Retsu Fukui, Sachi Enomoto, Futoshi Inoue, Manabu Kitamura, who hold stock acquisition rights of the Company Erika Tamaki, Erika Nakata, Satoshi Nagai, Kaori Sawamura, and six other persons have requested the lead manager to acquire the Company's stock acquisition rights and have agreed not to sell the common stock acquired through the exercise of stock acquisition rights.

In addition, the Company may request the lead manager to issue shares of common stock of the Company, issue securities to be converted or exchanged for shares of common stock of the Company, or issue common shares of the Company without the prior written consent of the lead manager during the lockup period. Issuance of securities, etc. with the right to acquire or receive shares (however, this offering, green shoe options, stock splits and stock options, or restricted stock compensation (which cannot be exercised or transferred during the lockup period) , and the cumulative dilution rate of the potential shares during the lockup period does not exceed 1%)). After the lockup period ends, the above transactions will be possible, but if such transactions are made, the market price of the Company's common stock may be affected.

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.