This document was prepared using our machine translation, and no manual modification of the content has been made.
This translation is to be used solely as a reference and the consolidated financial statements in this release are unaudited.

Consolidated Financial Results for the Three-month Period of the Fiscal Year Ending
February 28, 2021 [Japanese GAAP]
July 14, 2020
Company name

Listing Market TSE
Rozetta Corp.

Stock Code6182
URL https://www.rozetta.jp
Representative: Junichi Goishi, Representative Director and CEO
Contact: Masayuki Mori, Executive Officer, General Manager of Group Administration Division

TEL 03-5215-5678

Scheduled date of commencement ofdividend payment
Preparation of supplementary materials for quarterly financial results: Yes
Holding of quarterly financial results briefing: Yes
Scheduled date of filing of quarterly report:－

July 14, 2020

(Figures are rounded down to the nearest million yen)
1. Consolidated Results of Operation for the Three-month Period Ended May 31, 2021
(March 1, 2020 to May 31, 2020)(1) Consolidated Results of Operation (Cumulative)(Percentages indicate year-on-year changes.)
Net income attributable
Net sales
Operating income
Ordinary income
to owners of parent
Millions ofMillions ofMillions ofMillions of
%
%
%
%
yen
yen
yen
yen
Q1 FY2/21
1,067
9.4
181
6.5
181
6.7
121
10.2
Q1 FY2/20
975
49.8
170
279.2
170
268.6
110
208.4
(Note)（10.8%）（206.6%）Comprehensive Q1 FY2/21
121 Millions of yen
Q1 FY2/20
110 Millions of yen
incomeNet income per share

Diluted net income per
share

Yen
11.80
10.75

Yen
11.51
10.41

Q1 FY2/21
Q1 FY2/20(2) Consolidated Financial Position

Q1 FY2/21
FY2/20(Reference) Shareholders'equityTotal assets
Millions of yen
3,859
3,753
Q1 FY2/21

1,626

Net assets
Millions of yen
1,626
1,504

Millions of yen

Shareholders' equity ratio
%
42.1
40.1

FY2/201,503

Millions of yen

2. Dividend payment
Annual dividend per share

FY2/20FY2/21
FY2/21 (Forecast)End of Q1
Yen－－

End of Q2
Yen
0.00

End of Q3
Yen－

Year-end
Yen
0.00

0.00

－

0.00

(Note) Revisions to the most recently announced dividend forecast: None

Total
Yen
0.00
0.00

3. Consolidated Business Forecasts for the Fiscal Year Ending February 28, 2021 (March 1, 2020 to February 28, 2021)
The business forecasts are as follows.
At present, the MT business has entered a period of rapid growth since the fourth quarter of the fiscal year ending February 2018,
and therefore we are concentrating our management policy on maximizing medium-to long-term growth rather than short-term
profits. We will not disclose the forecast as a fixed value until sales growth of the MT business settles down (roughly 1.5 times
that of the previous year), in order not to adjust expenses in accordance with earnings forecasts, and therefore we make decisive
choices that best meet its long-term growth objectives on an occasional basis. The consolidated business forecasts for the fiscal
year ending February 28, 2021 will only be disclosed at the lowest level, with record highs of net sales (3,910 million yen) or
higher and record highs of income (operating income of 448 million yen) or higher.
The impact of the COVID-19 on business performance is as follows.
As for the MT business, as disclosed in the "Notice Regarding the Orders Received in the Machine Translation Business in June"on July 8, 2020, orders from existing customers bottomed out in May and continued to be firm in June. However, the acquisitionof new customers takes about two months from the start of the business negotiation, and the impacts of the slowdown of businessnegotiations under the state of emergency in April and May and the delayed face-to-face sales and decision-making by continuing
work-from-home policy on the part of client companies remain longer than anticipated. As a result, business activities have notyet been fully recovered and the recovery of orders received is expected to be later than initially assumed.
On the other hand, translation usage by users, which had grown steadily despite the pandemic, continued to increase in June dueto the trend toward telecommuting and the streamlining of business operations, and hit a record high (170% compared to thesame month of the previous year). This indicates the possibility that the trends toward telecommuting and the streamlining ofbusiness operations amid the pandemic will be consistent with our original vision.
As for the number of orders received from July and August, in addition to orders from existing customers, which are trending
strongly, we expect that sales activities of sales agents returning to normal and the shift to an online negotiation system, such as
through the use of online seminars, will lead to a gradual recovery in orders from new customers. As a result, the recovery trend
is expected to become more evident as a whole.
The trend toward the discontinuation of face-to-face and group sessions for interpretation and language training in clientcompanies is growing increasingly severe in the HT business, which undertakes manual tasks. As disclosed in the "NoticeRegarding the Impact of the Novel Coronavirus on Business Results" on February 27, 2020, significant declines in revenues andprofits are expected as long as the impact lingers.
In terms of the product portfolio, the growth portion of the MT business, which is the "STAR," exceeds the reduction amount of
the HT business, which is shifting from "CASH COW" to "DOGS," and therefore consolidated net sales and income are expected
to mark record highs.
The forecast is based on the actual results and circumstances that have been affected by the Corona calamity as of July 14, anddoes not include any prediction as to when the future medical, political and economic situation regarding the Corona calamity
will be settled.

*Notes(1) Changes in significant subsidiaries during the period(changes in specified subsidiaries resulting in changes in scope of consolidation): None
(2) Adoption of special accounting methods for presenting quarterly consolidated financial statements: Yes(Note) For details, please refer to "2.Quarterly Consolidated Financial Statements, (3) Notes on Quarterly Consolidated Financial
Statements (Application of Accounting Procedures Specific to Preparation of Quarterly Consolidated Financial Statements)" onpage 6 of the Appendix.
(3) Changes in accounting policies, changes in accounting estimates and restatement
1) Changes in accounting policies due to revision of accounting standards, etc.: None
2) Changes in accounting policies due to other reasons: None
3) Changes in accounting estimates: None
4) Restatements: None
(4) Number of shares outstanding (common stock)1) Number of shares outstanding at the endof the period (including treasury stock)

Q1 FY2/21

2) Treasury shares at the end of the year

Q1 FY2/21

3) Average number of shares outstanding
during the period (cumulative)

Q1 FY2/21

10,332,660 shares
422

shares

10,330,924 shares

FY2/2010,330,260 shares

FY2/20422

Q1 FY2/20

10,295,933 sharesshares*This quarterly financial report is not subject to the quarterly review by a certified public accountant or an auditing firm.
*Explanations and other special notes concerning the appropriate use of business forecasts(Cautionary Statement with Respect to Forward-Looking Statements)
Forecasts regarding future performance in this material are based on information currently available to the Company and certain
assumptions that the Company deems to be reasonable at the time this report was prepared. The Company does not make promises
about the achievements. Actual results may differ significantly from the forecasts due to various factors. Please refer to "1. Qualitative
Information on Consolidated Financial Results (3) Consolidated Business Forecasts" on page 3 of the Appendix for the assumptions
underlying the forecasts and cautions concerning the use thereof.
(Method of Obtaining Financial Results Briefing Materials)
Supplementary materials for financial results were disclosed on the TDnet on the same date.

Rozetta Corp. Consolidated Financial Results
For the Three-month Period of the Fiscal Year Ending February 28, 2021

○Table of Contents of the Appendix
1. Qualitative Information on Quarterly Financial Results ……………………………………………………………………

2(1) Results of Operations ……………………………………………………………………………………………………

2(2) Financial Position ………………………………………………………………………………………………………

2(3) Consolidated Business Forecasts …………………………………………………………………………………………

3

2. Quarterly Consolidated Financial Statements and Major Notes ……………………………………………………………

4(1) Quarterly Consolidated Balance Sheets …………………………………………………………………………………

4(2) Quarterly Consolidated Statements of Income and Quarterly Consolidated Statements of Comprehensive Income ……

5

Quarterly Consolidated Statements of Income
For the Three-month Period ………………………………………………………………………………………

5

Quarterly Consolidated Statements of Comprehensive Income
For the Three-month Period ………………………………………………………………………………………

5(3) Notes on Quarterly Consolidated Financial Statements …………………………………………………………………

6(Notes on Going Concern Assumptions) ………………………………………………………………………………

6(Notes on Significant Changes in Shareholders' Equity) ………………………………………………………………

6(Changes in Significant Subsidiaries during the Period) ………………………………………………………………
(Application of Accounting Procedures Specific to Preparation of the Quarterly Consolidated Financial
Statements)………………………………………………………………………………………………………………
(Segment Information) …………………………………………………………………………………………………

6(Per share Information) …………………………………………………………………………………………………

8(Significant Subsequent Events) ………………………………………………………………………………………

9

- 1 -

6
7

Rozetta Corp. Consolidated Financial Results
For the Three-month Period of the Fiscal Year Ending February 28, 2021

1. Qualitative Information on Quarterly Financial Results(1) Results of Operations
During the first quarter of the current fiscal year (March 1, 2020 to May 31, 2020), the MT business continued to perform strongly.
As a result, our group posted net sales of 1,067,438 thousand yen (up 9.4% year on year), operating income of 181,637 thousandyen (up 6.5% year on year), ordinary income of 181,879 thousand yen (up 6.7% year on year), and profit attributable to ownersof parent of 121,949 thousand yen (up 10.2% year on year) for the cumulative first quarter of the current fiscal year.
The performance of each business segment is as follows:
1) MT business
As for the MT business, sales were 716,029 thousand yen (up 52.5% year on year), due to continuous strong sales, and segment
income was 127,221 thousand yen (up 143.1% year on year).
2) HT business
As for the HT business, sales were 256,444 thousand yen (down 33.8% year on year), and segment income was 60,499 thousandyen (down 45.6% year on year).
3) Crowdsourcing business
As for the Crowdsourcing business, sales were 94,964 thousand yen (down 19.6% year on year). Segment income was 16,267
thousand yen (up 4.7% year on year), mainly due to the rationalization of SG & A expenses, such as a significant reduction ofadministrative headquarters functions.
(2) Financial Position(Assets)
Current assets decreased by 7,556 thousand yen from the end of the previous fiscal year to 1,637,394 thousand yen at the end of
the first quarter of the current fiscal year. This was mainly due to an increase of 63,238 thousand yen in cash and deposits and adecrease of 102,330 thousand yen in notes and accounts receivable. Non-current assets increased by 112,669 thousand yen fromthe end of the previous fiscal year to 2,221,625 thousand yen. This was mainly due to an increase of 160,182 thousand yen in
intangible assets and a decrease of 41,790 thousand yen in property, plant and equipment.
(Liabilities)
Current liabilities increased by 53,503 thousand yen from the end of the previous fiscal year to 1,871,253 thousand yen at theend of the first quarter of the current fiscal year. This was mainly due to an increase of 179,483 thousand yen in advances received
and the repayment of 160,000 thousand yen in short-term borrowings. Non-current liabilities decreased by 70,730 thousand yen
from the end of the previous fiscal year to 361,353 thousand yen. This was due to the repayment of long-term debt.
(Net assets)
Net assets increased by 122,340 thousand yen from the end of the previous fiscal year to 1,626,413 thousand yen at the end of
the first quarter of the current fiscal year. This was mainly due to an increase of 121,949 thousand yen in retained earnings.

- 2 -Rozetta Corp. Consolidated Financial Results
For the Three-month Period of the Fiscal Year Ending February 28, 2021
(3) Consolidated Business Forecasts
The business forecasts are as follows.
At present, the MT business has entered a period of rapid growth since the fourth quarter of the fiscal year ending February
2018, and therefore we are concentrating our management policy on maximizing medium-to long-term growth rather thanshort-term profits. We will not disclose the forecast as a fixed value until sales growth of the MT business settles down(roughly 1.5 times that of the previous year), in order not to adjust expenses in accordance with earnings forecasts, andtherefore we make decisive choices that best meet its long-term growth objectives on an occasional basis. With regard to theconsolidated business forecasts for the fiscal year ending February 28, 2021, we only announce that they are at least record
highs (3,910 million yen) and at least record highs (448 million yen in operating income).
The impact of the COVID-19 on business performance is as follows.
As for the MT business, as disclosed in the "Notice Regarding the Orders Received in the Machine Translation Business inJune" on July 8, 2020, orders from existing customers bottomed out in May and continued to be firm in June. However, theacquisition of new customers takes about two months from the start of the business negotiation, and the impacts of theslowdown of business negotiations under the state of emergency in April and May and the delayed face-to-face sales anddecision-making by continuing work-from-home policy on the part of client companies remains longer than anticipated. As aresult, business activities have not yet been fully recovered and the recovery of orders received is expected to be later thaninitially assumed.
On the other hand, translation usage by users, which had grown steadily despite the pandemic, continued to increase in June
due to the trend toward telecommuting and the streamlining of business operations, and hit a record high (170% compared tothe same month of the previous year). This indicates the possibility that the trends toward telecommuting and thestreamlining of business operations amid the pandemic will be consistent with our original vision.
As for the number of orders received from July and August, in addition to orders from existing customers, which aretrending strongly, we expect that sales activities of sales agents returning to normal and the shift to an online negotiation
system, such as through the use of online seminars, will lead to a gradual recovery in orders from new customers. As aresult, the recovery trend is expected to become more evident as a whole.
The trend toward the discontinuation of face-to-face and group sessions for interpretation and language training in clientcompanies is growing increasingly severe in the HT business, which undertakes manual tasks. As disclosed in the "NoticeRegarding the Impact of the Novel Coronavirus on Business Results" on February 27, 2020, significant declines in revenues
and profits are expected as long as the impact lingers.
In terms of the product portfolio, the growth portion of the MT business, which is the "STAR," exceeds the reduction
amount of the HT business, which is shifting from "CASH COW" to "DOGS," and therefore consolidated net sales andincome are expected to mark record highs.
The forecast is based on the actual results and circumstances that have been affected by the Corona calamity as of July 14,
and does not include any prediction as to when the future medical, political and economic situation regarding the Corona
calamity will be settled.

- 3 -Rozetta Corp. Consolidated Financial Results
For the Three-month Period of the Fiscal Year Ending February 28, 2021

2. Quarterly Consolidated Financial Statements and Major Notes(1) Quarterly Consolidated Balance Sheets(Thousands of yen)Previous fiscal year
(February 29, 2020)
AssetsCurrent assets
Cash and deposits
Notes and accounts receivable
Inventories
Other
Allowance for doubtful receivables
Total current assets
Non-current assets
Property, plant and equipment
Tools, furniture and fixtures, net
Other, net
Total property, plant and equipment
Intangible assets
Goodwill
Software
Software in progress
Other
Total intangible assets
Investments and other assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Notes and accounts payable-trade
Short-term borrowings
Current portion of long-term debt
Income taxes payable
Provision for bonuses
Advances received
Other
Total current liabilities
Non-current liabilities
Long-term debt
Total non-current liabilities
Total liabilities
Net assets
Shareholders' equity
Common stock
Capital surplus
Retained earnings
Treasury stock
Total shareholders' equity
Share subscription rights
Total net assets
Total liabilities and net assets- 4 -Current first quarter(May 31, 2020)

991,056
427,847
29,045
210,151(13,151)
1,644,950

1,054,294
325,517
26,232
238,039(6,689)1,637,394

514,666
40,939555,605

478,692
35,122513,815

74,992738,697
574,926446
1,389,062
164,287
2,108,955
3,753,905

69,302
1,038,729
440,772440
1,549,244
158,565
2,221,625
3,859,019

88,469280,000
237,655
34,45750,652
696,169
430,347
1,817,750

58,616
120,000
249,103
61,150100,088875,652
406,642
1,871,253

432,083
432,0832,249,833

361,353
361,353
2,232,606

253,565
1,232,754
18,525(861)
1,503,983
89
1,504,072
3,753,905

253,761
1,232,949
140,474(861)
1,626,324
89
1,626,413
3,859,019

Rozetta Corp. Consolidated Financial Results
For the Three-month Period of the Fiscal Year Ending February 28, 2021
(2) Quarterly Consolidated Statements of Income and Quarterly Consolidated Statements of Comprehensive Income(Quarterly Consolidated Statements of Income)(For the Three-month Period)(Thousands of yen)Previous first quarter(From March 1, 2019
To May 31, 2019)
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Salaries, allowances and bonuses
Provision for bonuses
Other
Total selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Foreign exchange gain
Difference in consumption tax
Other
Total non-operating income
Non-operating expenses
Interest expenses
Other
Total non-operating expenses
Ordinary income
Special loss
Loss on retirement of non-current assets
Total special loss
Income before income taxes
Income taxes
Net income
Income (loss) attributable to non-controlling interests
Net income attributable to owners of parent

Current first quarter(From March 1, 2020
To May 31, 2020)

975,364
329,971645,393

1,067,438
342,014725,423

135,765
35,054
304,047
474,867
170,525

163,978
29,962349,845543,785
181,637

10
1
－
386
398

6
64
690
293
1,054

480
－
480
170,443811
1
813
181,87900170,443
60,408110,035(638)
110,673－－
181,879
59,930121,949－
121,949(Quarterly Consolidated Statements of Comprehensive Income)(For the Three-month Period)(Thousands of yen)Previous first quarter(From March 1, 2019
To May 31, 2019)
Net income
Comprehensive income
Comprehensive income (loss) attributable to:
Owners of parent
Non-controlling interests- 5 -Current first quarter(From March 1, 2020
To May 31, 2020)

110,035
110,035

121,949
121,949

110,673(638)

121,949－

Rozetta Corp. Consolidated Financial Results
For the Three-month Period of the Fiscal Year Ending February 28, 2021
(3) Notes on Quarterly Consolidated Financial Statements(Notes on Going Concern Assumptions)Not applicable.
(Notes on Significant Changes in Shareholders' Equity)
Not applicable.
(Changes in Significant Subsidiaries during the Period)
Not applicable.
(Application of Accounting Procedures Specific to Preparation of the Quarterly Consolidated Financial Statements)
Tax expenses are calculated by multiplying income before income taxes by a reasonable estimate of the effective tax rate after theapplication of tax effect accounting to income before income taxes for the fiscal year including the first quarter of the current
fiscal year.

- 6 -Rozetta Corp. Consolidated Financial Results
For the Three-month Period of the Fiscal Year Ending February 28, 2021
(Segment Information)[Segment Information]
I. Previous first quarter (From March 1, 2019 To May 31, 2019)
1. Information on net sales and income (loss) by reportable segment(Thousands of yen)
Reportable Segments

Adjustment(Note 1)

Amounts on the
consolidated
financialstatements(Note 2)MT businessHT business

Crowdsourcing
business

469,598

387,590

118,175

975,364－

975,364

28,518643

51,49180,653(80,653)－

Total

498,116

388,234

169,666

1,056,017(80,653)

975,364

Segment income

52,337111,301

15,543

179,182(8,656)

170,525

Total

Net sales
Net sales tounaffiliatedcustomers
Intersegment sales
or transfer(Note)
1. Adjustments to segment income (8,656) thousand yen include elimination of intersegment transactions and amortization of goodwill
not attributable to reportable segments, and corporate expenses. Corporate expenses mainly consist of expenses related to theadministrative departments of the parent company that are not attributable to reportable segments.
2. Segment income is adjusted with operating income in the quarterly consolidated statements of income.
II. Current first quarter (From March 1, 2020 to May 31, 2020)
1. Information on net sales and income (loss) by reportable segment(Thousands of yen)
Reportable Segments

Adjustment(Note 1)

Amounts on the
consolidated
financialstatements(Note 2)MT businessHT business

Crowdsourcing
business

716,029

256,444

94,964

1,067,438－

1,067,438

7,784

2,106

13,40823,300(23,300)－

Total

723,813258,551

108,373

1,090,738(23,300)

1,067,438

Segment income

127,22160,49916,267

203,988(22,350)

181,637

Total

Net sales
Net sales tounaffiliatedcustomers
Intersegment sales
or transfer(Note)
1. Adjustments to segment income of (22,350) thousand yen include elimination of intersegment transactions and corporate expenses.
Corporate expenses mainly consist of expenses related to the administrative departments of the parent company that are not
attributable to reportable segments.
2. Segment income is adjusted with operating income in the quarterly consolidated statements of income.

- 7 -Rozetta Corp. Consolidated Financial Results
For the Three-month Period of the Fiscal Year Ending February 28, 2021
(Per share Information)
The basis for calculating net income per share and diluted net income per share is as follows.
Previous first quarter(From March 1, 2019
To May 31, 2019)

Current first quarter(From March 1, 2020
To May 31, 2020)

10.75 yen

11.80 yen

110,673

121,949－－

110,673

121,949

10,295,933

10,330,924

10.41 yen

11.51 yen－－334,254

261,002－－(1) Net income per share(Basis of calculation)
Net income attributable to owners of parent(thousands of yen)Amount not attributable to common shareholders(thousands of yen)
Net income attributable to owners of parent related tocommon stock (thousands of yen)
Average number of shares of common stock
outstanding during the period (shares)(2) Diluted net income per share(Basis of calculation)
Adjustment to net income attributable to owners ofparent (thousands of yen)
Increase in number of common shares (shares)
Outline of potential shares that had not been included in
the calculation of diluted net income per share because
they had no dilutive effect but experienced significant
changes from the end of the previous fiscal year

- 8 -Rozetta Corp. Consolidated Financial Results
For the Three-month Period of the Fiscal Year Ending February 28, 2021
(Significant Subsequent Events)
At the meeting of the Board of Directors held on July 14, 2020, we resolved to issue new shares (hereinafter "Shares") and the 14th
Share Acquisition Rights (hereinafter "Share Acquisition Rights") through a third-party allotment, and to conclude a purchaseagreement (hereinafter "Purchase Agreement") related to the Shares and Share Acquisition Rights after the notification under the
Financial Instruments and Exchange Act takes effect. The outline is as follows.
(1) Outline of the Issuance of Shares(1)

Payment date(allotment date)July 30, 2020

(2)

Number of new sharesissued325,000 shares of common stock(3)

Issue price

3,260 yen per share (volume-weighted average price for the twenty consecutive
business days ending on the business day preceding the date of resolution for shareissuance multiplied by 90% (rounded up to the nearest 1 yen))(4)

Funds to be raised

1,002,304,250 yen (Note)(5)

Method of offering or
allocation

Third-party allocation(6)

Planned Allottee

CVI Investments, Inc.

Use of funds

1) M&A to expand market share and strengthen development of documenttranslation

Other

We plan to enter into this purchase agreement with CVI Investments, Inc.
(hereinafter "Planned Allottee") concerning this share after the effective date of thenotification under the Financial Instruments and Exchange Act.

(7)

(8)

(Note) Funds to be raised is the total amount paid in less estimated expenses related to the issuance of shares.

- 9 -Rozetta Corp. Consolidated Financial Results
For the Three-month Period of the Fiscal Year Ending February 28, 2021
(2) Outline of the Issuance of Share Acquisition Rights(1)

Allotment dateJuly 30, 2020

(2)

Number of sharesubscription rights

12,188 rights(3)

Issue priceTotal amount of 41,146,688 yen (3,376 yen per share subscription right)(4)

Number of dilutive shares
resulting from issuance

Number of dilutive shares: 1,218,800 shares(100 shares per share subscription right)
The exercise price will not be revised.

(5)

Funds to be raised (valueof assets to be contributed
upon exercise of sharesubscription rights)

4,717,323,156 yen (Note)(6)

Exercise price andexercise price revision
provision

Exercise price of 3,985 yen (volume-weighted average price for the twenty
consecutive business days ending on the business day preceding the date ofresolution for share issuance multiplied by 110% (rounded up to the nearest 1 yen))
The exercise price will not be revised.

(7)

Method of offering or
allocation

Third-party allocation(8)

Planned Allottee

CVI Investments, Inc.

(9)

Exercise period

From July 31, 2020 to July 30, 2024
M&A to expand market share and strengthen development of document translation:
1,758 million yen(10)

Use of funds

M&A to strengthen the development of speech translation and provide industryspecific solutions for the T-4PO wearable device: 1,500 million yen
M&A to expand and strengthen development of the AI RPA business: 1,500 million
yen
The following contents are planned to be determined in this Purchase Agreement.
(1) Following conditions shall be met for the issuance of the share subscription rights
to be allotted to the Planned Allottee:
1) Our representations and warranties set forth in this Purchase Agreement are
accurate in terms of materiality and we comply with significant commitments.
2) The issuance of the share subscription rights has not been subjected to a
restraining order, etc.

(11)

Other

3) Our stock has not been delisted
4) There have not been any events that would have a material adverse effect onus.
5) We have not communicated any undisclosed material facts about us to the
Planned Allottee.
(2) Transfer of the Share Acquisition Rights (however, the transfer to Bank ofAmerica Merrill Lynch, J.P. Morgan, or Goldman Sachs & Co. and its affiliates is
excluded in order to reduce administrative costs at the Planned Allottee) requires
approval of our Board of Directors. Even in the case of transfer, the rights
and obligations of the Planned Allottee are taken over by transferee.

(Note) Funds to be raised is the sum of the values of assets contributed upon the exercise of the 14th share subscription rights, netof approximate expenses related to the issuance of the first share subscription rights. If the share subscription rights are notexercised during the exercise period, or if we cancel the share subscription rights we acquired, funds to be raised will decrease.

- 10 -

Rozetta Corp. Consolidated Financial Results
For the Three-month Period of the Fiscal Year Ending February 28, 2021
(3) Lockup
1) In this Purchase Agreement, we intend to agree that we will not issue our common stock, securities that can be converted
into or exchanged for our common stock, or securities that represent the rights to acquire or receive our common stock, etc.
(however, excluding cases where there is a request under Japanese law such as the issuance of the share subscription rights,
the issuance of our common stock by the exercise of the share subscription rights or our outstanding share subscription rights(however, the number of shares of common stock to be issued upon the exercise of our share subscription rights outstanding
shall not exceed 5% of the number of shares outstanding), a stock split, or the granting of stock options to our directors(however, the number of shares of common stock to be issued upon the exercise of such stock options shall not exceed 5%of the number of shares outstanding together with the number of shares of common stock to be issued upon the exercise of
our outstanding share subscription rights), etc) during the period from the date of this Purchase Agreement until 180 days
after the payment date without the prior written consent of the Planned Allottee.
2) In the Purchase Agreement, we intend to agree that we will not issue or dispose of or sell any sort of securities which areissued by us or our subsidiaries and grant acquisition rights of our common stock to holders for which the exercise price or
the conversion price, etc. is adjusted in conjunction with the share price of our common stock (A) after the first issuance ofsuch securities or (B) due to the occurence of events related to our business or our common stock trading marker during theperiod in which the Planned Allottee holds the Share Subscription Rights since the date of this Purchase Agreement without
the prior written consent of the Planned Allottee.
3) In the event of the issuance of (1) or (2) above with approval of the Planned Allottee, if requested by the Planned Allottee,
we intend to agree to issue the securites to the Planned Allottee under the same conditions as the issuance to the other partyon the proportion calculated in accordance with the Purchase Agreement.

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