Certain Common Stock of TMS Co., Ltd. are subject to a Lock-Up Agreement Ending on 22-MAY-2023. These Common Stock will be under lockup for 181 days starting from 22-NOV-2022 to 22-MAY-2023.

Details:
Daiwa Japan-Taiwan Bio-Venture Investment Business Limited Liability Association and Mitsubishi UFJ Capital No. 4 Investment Business Limited Liability Association, which are sellers and stock lenders related to the domestic offering and overseas offering by underwriters in connection with the global offering , Nissay Capital No. 9 Investment Business Limited Liability Partnership, Nissay Capital No. 7 Investment Business Limited Liability Partnership and Nissay Capital No. 10 Investment Business Limited Liability Partnership, THVP- No. 1 Investment Business Limited Liability Union, OCP No. 1 Investment Business Limited Liability Union, EXIT Solutions Co., Ltd., ibis New Growth Investment Business Union No. 5, KSP No. 4 Investment Business Limited Liability Union, Innovation Discovery No. 1 Investment Business Limited Liability Union, Mizuho Growth Support No. 3 Investment Business Limited Liability Association, 77 New Business Investment Business Limited Liability Association, Oita SME Growth Fund Investment Business Limited Liability Association, Sansei No. 6 Investment Business Limited Liability Association, and Oita VC Success Fund No. 6 Investment Business Limited Liability Association Liability partnership, Xseed High Growth Investment Business Limited Liability Partnership and MSIVC2016V Investment Business Limited Liability Partnership, which are the sellers related to the overseas offering, Keiji Hasumi, who is a shareholder of the Company, Shin Nippon Biomedical Laboratories, Ltd., Tetsuo Kato, Chiemi Katayama, Tetsuro Yamamoto, Kasuya Hiroyuki, Masahiro Tomoyasu, Eigo Nosaka, Naoko Nishimura, SugarV Co., Ltd., Keiko Kanehiro, Yamada Bee Farm Co., Ltd., Masao Enomoto, Michio Sasaoka, Yuji Horie, Tomoko Fuji, Teruo Suenaga, Steven EricEngen, Itsuki Co., Ltd., Tokuo Hirokawa, Ritsuko Fujii, Akira Sonoda, Hironobu Sawada and 14 others, and the stock acquisition rights holders Takuro Wakabayashi, Tsuyoshi Ito, Noriaki Inamura, Kazuo Honda, Toshihiro Kinnishi, Shinji Ohno, Hiroshi Sato and Harumi Sato and 4 others will provide the joint global coordinator with a period of 180 days (May 20, 2023) after the date of listing (trading start) (including the day) from the date of conclusion of the primary underwriting agreement ( (hereinafter referred to as the “Lockup Period”), without the prior written consent of the Joint Global Coordinator, the Company may not transfer or dispose of the Company's common stock (however, domestic secondary offering, overseas secondary offering, overall (excluding the lending of the Company's common stock for the secondary offering and the sale, etc. of the Company's common stock based on the exercise of the Greenshoe Option).

In addition, the Company may instruct the Joint Global Coordinators to issue shares of common stock of the Company, sell securities to be converted or exchanged for shares of common stock of the Company during the Lockup Period, without the prior written consent of the Joint Global Coordinators. The company plan to insert a written promise that the company will not issue or issue securities to which the right to acquire or receive the common stock (excluding the public offering and stock split, etc.) will be carried out. In any of the above cases, the joint global coordinator has the authority to cancel all or part of the agreement at its discretion even during the lockup period.