Declaration of Compliance with the Small and Medium Enterprise M&A Guidelines (3rd Edition)

Ataraxia Partners hereby declares that it complies with the “Small and Medium Enterprise M&A Guidelines (3rd Edition)” (August of Reiwa 6) established by the Small and Medium Enterprise Agency. Ataraxia Partners complies with the SME M&A Guidelines and implements the following measures and responses.

KEISHŌ (継承) is an M&A platform centered on matching small and medium-sized enterprises that need business succession with prospective transferees. Under the Terms of Service and other agreements with users, it provides anonymized deal listings, matching, Matching Reports, approximate reference valuations, identity / company / antisocial-forces checks, name-clearance consent management, NDA execution support, anonymized communication, data rooms, and LOI forms / process support. As a general rule, it does not provide proxy negotiation of price or terms, professional due diligence, preparation or negotiation of definitive agreements, closing support, or PMI implementation support.

We will perform our contractual obligations to clients. · We will carry out M&A support services (including matching and other platform functions of KEISHŌ) with the care of a prudent manager (duty of due care). · We will not sacrifice the client’s interests to advance our own interests or those of a third party. · (Where FA services are performed) We will respond appropriately in light of the interests of the instructing party. · (Where intermediary services are performed) We will be fair and impartial toward each client, and will not prioritize the interests of one party or take action that improperly harms the interests of one party.

Regardless of whether we owe a contractual duty, we will, as a matter of professional ethics, respect the client’s intentions and take action to realize the client’s interests. We respect users’ autonomous, informed decision-making and will not improperly induce them to proceed with an M&A.

The representative recognizes that, in order to ensure and improve the quality of support, (i) improvement of knowledge and capabilities and (ii) proper performance of services are indispensable, and communicates a message to that effect both internally and externally. We will also implement measures consistent with that message.

We implement effective measures to improve knowledge and capabilities. We strive for continuous improvement of knowledge and capabilities relating to SME M&A, business succession, finance, enterprise valuation, compliance, platform operations, and related matters.

We implement measures to ensure the proper performance of services by officers and employees engaged in support services. We establish standardization of operations, record management, information management, and checking systems.

Where part of our services is outsourced to a third party, we implement measures to ensure the proper performance of services by the external contractor. We confirm the contractor’s capabilities, suitability, and information-management systems, and enter into necessary contracts and supervise the contractor.

Based on professional knowledge, we will make practical proposals to the client and support the client’s decision-making regarding M&A. In doing so, we will give attention to the following: · Through Matching Reports and similar materials, we will expressly explain, to the extent we can ascertain them, matching rationale, approximate reference valuations, material advantages and disadvantages that may be expected, principal risks, and PMI considerations. These are reference materials; the final decision whether to proceed with an M&A rests with the client. · We are aware that we also owe a duty of due care of a prudent manager with respect to the handling of the inquiring party’s company information before execution of a contract, and we will handle such information appropriately.

Advertising and solicitation conducted toward execution of an intermediary agreement, FA agreement, or other M&A support agreement will be carried out appropriately, in compliance with the following rules. The same applies to solicitation by online means, email, and other methods. ※ In conducting advertising and solicitation, compliance with professional ethics is required. In addition, if, in light of past handling, frequency, and similar factors, the advertising or solicitation is so excessive as to cause substantial hindrance to the business activities of the SME being solicited or to the life of its owner, there is a possibility of tort liability under the Civil Code, and we will take this into account. · If the party being advertised or solicited indicates that it has no intention to carry out an M&A, that it will not enter into a contract, or that it does not wish to continue receiving advertising or solicitation (hereinafter, a “cessation intention”), we will not refuse that cessation intention and will immediately cease advertising and solicitation. · Where a cessation intention is indicated, we will record and share its contents on an organizational basis. · If advertising or solicitation is to be resumed toward a person who has indicated a cessation intention, we will do so only after careful consideration and pursuant to an organizational decision (meaning a decision made through an organizational process under clarified criteria, not by a single person in charge acting alone, and that is recorded organizationally and can be verified after the fact). · From the standpoint of appropriately supporting the decision-making of SMEs being advertised or solicited, we will not conduct advertising or solicitation of the following kinds: ① Advertising or solicitation that does not state our company name, the name of the person conducting the solicitation, and the fact that the purpose is to solicit execution of an M&A support agreement ② Advertising or solicitation that does not allow the time necessary to decide whether to enter into a contract and proceed with M&A procedures, and that presses for an immediate decision ③ Advertising or solicitation that is false, contrary to fact, or misleading with respect to matters that would affect decision-making, such as the likelihood of completion of an M&A or its terms (for example, the following) · Representing, or causing a misperception, that an enterprise has an intention to acquire (or transfer) when that enterprise has no such intention, when that intention has not been confirmed, or when the enterprise does not in fact exist · Presenting an excessive valuation with respect to the level of the transfer price · Representing information concerning the financial condition, future outlook, or similar matters of the transferor (or transferee) in a manner contrary to fact, or causing a misperception that such matters are better or more advantageous than they actually are · Otherwise making a definitive judgment as to the likelihood of completion of an M&A or its terms

We will enter into agreements that match the actual form of our services. For KEISHŌ, we enter into platform use agreements (Terms of Service) and other agreements matching the services provided. Where FA services are provided, we will enter into an FA agreement with only one party as the client; where intermediary services are provided, we will enter into an intermediary agreement matching that form.

Prior to execution of an agreement, we will provide a clear explanation to the client, including by delivering a writing that sets out the following material matters (1) through (17) relating to the M&A support agreement, and will obtain the client’s understanding. For KEISHŌ, we clearly distinguish and explain the services we do and do not provide (including that, as a general rule, we do not provide proxy negotiation of price or terms, professional DD, definitive-agreement support, or closing support). (1) The difference between an intermediary, who contracts with both the transferor and the transferee and advises both, and an FA, who contracts with only one party and advises only that party, and the respective characteristics of each (including, where the intermediary receives fees from both parties, that fact), and the positioning of KEISHŌ’s current primarily platform-type M&A support (2) The scope and content of the services provided (the scope and content of services provided at each process, such as matching, Matching Reports, reference valuations, name clearance, NDAs, data rooms, and LOI support; and, where services are not provided at a given process, that fact) (3) The qualifications held by the person in charge (for example, certified public accountant, tax accountant, SME management consultant, attorney, administrative scrivener, judicial scrivener, labor and social security attorney, and other accounting-related certifications), years of experience, and completed-deal track record (4) Matters relating to fees (calculation basis, amount, minimum fee, deduction of fees already received, timing of payment, etc.) (5) Expenses other than fees that the client is to pay (types of expenses, timing of payment, etc.) (6) (In the case of an intermediary) Matters relating to the other party’s fees (calculation basis, minimum fee, timing of payment, etc.) (7) Matters relating to confidentiality (8) Matters relating to restrictions on direct negotiation. KEISHŌ treats direct communication between the parties as an important function. (9) Exclusivity clause (whether a second opinion is permitted, etc.) (10) Tail clause (tail period, M&A transactions covered, etc.) (11) Contract term (term, matters relating to renewal, etc.) (12) Matters relating to termination and mid-term cancellation (13) Matters relating to liability (exclusions) (14) Provisions that remain in effect after termination of the agreement (15) (In the case of an intermediary) Matters as to which a conflict of interest between the two parties is anticipated (16) (In the case of an explanation to the transferor) Overview of investigations to be conducted regarding the transferee (17) (In the case of an explanation to the transferor) Whether we participate in an industry information-sharing mechanism (and, if we do not participate, that fact). We currently do not participate in an industry information-sharing system regarding inappropriate transferees.

With respect to fees, the content of services provided, and matters relating to the other party’s fees, we will explain in accordance with the following. · We will clearly explain matters relating to fees and the content of the services we ourselves provide as consideration for those fees. As a general rule, KEISHŌ sets a fixed, capped Buyer Platform Fee (success fee) for the transferee based on transaction size, and explains the calculation basis, amount, payment timing, and related matters by delivering a writing (including electromagnetic means such as email). · With respect to the services provided, we will organize what services are provided at each “M&A process” (including, where no services are provided at a given process, that fact) and will explain by delivering a writing. · We will explain the qualifications, years of experience, and completed-deal track record of the person in charge. · If, in the pre-contract explanation, the client’s understanding is not obtained and a negotiation regarding services or fees is requested, we will consider the request in good faith. · (In the case of an intermediary) Prior to execution of the intermediary agreement, in addition to fees received from the client, we will explain matters relating to the other party’s fees, including that the total fees including the other party’s fees may affect whether an M&A is completed and its terms. Disclosure and re-explanation upon increase or reduction will follow the Guidelines. · (In the case of an FA) If payment is received from an FA supporting the other party, we will explain to the client the amount, description, and timing of payment.

The explanations in items 10 and 11 above will be given to a person who has authority to enter into the agreement (in the case of an individual, that individual; in the case of a corporation, the representative or a person delegated with authority to enter into the agreement).

After the explanations in items 10 and 11 above, we will give the client sufficient time for consideration so that the client can make an appropriate decision regarding execution of the agreement.

In conducting a valuation, we will explain in advance to the client the valuation method, assumptions, and similar matters, and will also obtain the client’s understanding regarding the valuation method and the price range. Where KEISHŌ Matching Reports present an approximate reference valuation, we will make clear that it is a reference figure and not a formal share valuation or appraisal, will disclose the method and assumptions used, and will recommend obtaining an independent valuation from a certified public accountant, tax accountant, or other expert as necessary.

Name clearance (disclosure of detailed materials such as a company profile including the transferor’s name) will be carried out, after presenting a no-name sheet (teaser) or similar materials, only to candidates that have shown interest, after obtaining the transferor’s consent, and after executing a confidentiality agreement with the candidate. For KEISHŌ, we publish anonymized deal information and disclose the company name and other detailed information after the transferor’s consent and NDA execution.

Consent from the transferor will be obtained individually for each candidate that is to be a disclosee.

Prior to execution of a confidentiality agreement, we will take care that detailed information concerning the transferor does not leak or flow outside. We implement access controls, permission management, and other necessary security measures.

We will support negotiations in an accompanying manner, including by explaining the overall picture of SME M&A and the subsequent flow as clearly as possible even to clients who are not accustomed to the process. KEISHŌ currently does not, as a general rule, conduct proxy negotiation or individual adjustment of price or other transaction terms; it provides platform functionality for parties to communicate directly, anonymously or by name. If we provide negotiation support in the future, we will comply with this item.

In the conduct of due diligence (DD), we will encourage the transferor to prepare the materials requested by the transferee and will provide support. KEISHŌ currently does not itself conduct professional DD or make DD judgments; it provides data-room functionality for sharing DD materials. Users themselves engage attorneys, certified public accountants, tax accountants, or other experts as necessary for financial, tax, legal, and other professional DD.

During the period until execution of the definitive agreement, we will support the parties so that the definitive agreement is executed in a form in which both the transferor and the transferee are satisfied as far as possible, and in a form that reduces the risk of disputes arising between the parties after completion of the M&A (and, where residual risk remains after such reduction, at least in a form in which the parties understand that risk). KEISHŌ currently does not, as a general rule, prepare definitive agreements, provide legal advice, or conduct proxy negotiation of contract terms, and recommends consultation with attorneys or other experts as necessary. If we provide definitive-agreement support in the future, we will comply with this item.

With respect to risks that may develop into disputes between the parties after the definitive agreement or after closing, we will carry out adjustments until execution of the definitive agreement and will provide explanations to the client. KEISHŌ currently does not, as a general rule, provide professional support regarding definitive agreements. In Matching Reports, we present as reference information principal risks and PMI considerations that can be identified before an M&A is carried out, and recommend confirmation by attorneys or other experts regarding specific risks in the definitive agreement. If we provide definitive-agreement support in the future, we will in particular implement the following responses under the Guidelines: · With respect to the handling of the transferor owner’s personal guarantee, we will consult with the transferor owner on policy and consider our response. ① We will carefully hear the transferor owner’s intentions regarding the owner’s personal guarantee, and will explain that consultation with professionals such as attorneys (in particular, attorneys-at-law), a Business Succession and Handover Support Center, or the financial institution or other guarantee beneficiary prior to completion of the M&A is also an option. ※ However, with respect to prior consultation with a financial institution or similar party, we will also communicate the points to note that arise from providing information to that financial institution or similar party before completion of the M&A (including the handling of information if the M&A is not completed), and will support the transferor owner’s appropriate decision. ② If the transferor wishes to consult professionals or financial institutions or similar parties regarding the handling of the owner’s personal guarantee, we will not refuse that consultation, and we will exclude the professionals or financial institutions or similar parties consulted from the scope of confidentiality clauses in the intermediary or FA agreement or similar contracts. Further, if a confidentiality clause exists in a contract with the transferee, we will urge the transferee to exclude the professionals or financial institutions or similar parties consulted from the scope of that confidentiality clause. ③ Where release of the guarantee or its transfer to the transferee is contemplated in the handling of the owner’s personal guarantee in the definitive agreement, we will consider clearly positioning release or transfer of the guarantee as an obligation of the transferee in the definitive agreement. · We will explain to the client that due diligence (DD) is an important process for both the transferor and the transferee. · We will explain to the client that the content of representations and warranties should be appropriately considered in light of the results of due diligence (DD), and that if no period or cap on liability is set, or if provisions exist whose circumstances of application are not unambiguously clear, the transferor may bear excessive representation-and-warranty liability, giving rise to a risk of dispute between the parties. · With respect to post-closing payment and procedures and related matters, we will not readily propose clauses or schemes that give rise to this risk at a stage where coordination between the parties is insufficient; we will consider the matter carefully and, if we do propose them, we will do so pursuant to an organizational decision and explain as specifically as possible the details of the risk and the results that may arise if the risk materializes.

In executing the definitive agreement, we will urge the client to confirm again that there are no omissions in the contract contents. KEISHŌ currently does not, as a general rule, confirm definitive agreement contents or support their execution, and recommends that users obtain confirmation from attorneys or others as necessary. If we provide definitive-agreement support in the future, we will comply with this item.

After arranging the specific steps toward closing, we will confirm on the day that the transfer consideration has been reliably received from the transferee. KEISHŌ currently does not, as a general rule, manage closing procedures, settlement, confirmation of receipt of transfer consideration, or transfer of shares, assets, or similar matters. Those matters are carried out by the parties and, as necessary, by experts they engage. If we provide closing support in the future, we will comply with this item.

From the standpoint of excluding inappropriate transferees to the maximum extent, we will implement the following measures. · We will conduct an investigation of the transferee from the standpoint of confirming whether the transferee has the intention and ability to perform the definitive agreement and to take over the target business. · On that basis, we will explain to the transferor who is our client, prior to execution of the intermediary or FA agreement (in the case of an M&A platformer, prior to registration on the M&A platform), an overview of the investigation of the transferee. As an M&A platformer, KEISHŌ explains, prior to registration on the platform, an overview of the investigations to be conducted regarding the transferee. Specifically, we will consider the content of the investigation to be conducted for each “investigation item” in the table in Guidelines Chapter 2, II 6 (1), and will explain it to the client. ① As to the detailed content of the investigation, it is contemplated that we will confirm the transferee’s financial condition and the substance of its business, and will confirm from a compliance standpoint matters such as whether the transferee (including related parties such as the representative, officers, and shareholders) falls under antisocial forces and whether it has previously caused trouble in connection with M&A, and we will conduct an appropriate investigation from these standpoints. In particular as to financial condition, we will make appropriate confirmation from such standpoints as whether the transferee is able to procure the contemplated level of transfer consideration and whether it is in a position to continue operating the target business after the M&A. ② As to the timing of investigation, in addition to prior to execution of the intermediary or FA agreement with the transferee (in the case of an M&A platformer, prior to registration on the M&A platform), we will also conduct necessary investigations as appropriate as the M&A process progresses, and will sufficiently confirm the transferee by the time of execution of the definitive agreement. ③ As to methods of investigation, confirmation of the transferee’s tax returns and commercial register, and compliance checks including related parties such as the representative, officers, and shareholders appearing therein, are contemplated; in cases where the transferee’s credit is particularly important to completion of the M&A, such as where the transferor is insolvent, we will conduct the investigation with particular care. · Through KEISHŌ, we conduct, within a reasonable scope, identity verification, company verification, and antisocial-forces checks for both transferors and transferees. If we become aware of material information concerning an inappropriate transferee, we carefully decide whether that user may continue using KEISHŌ or participate in a matter. · If, through information provided regarding transferees we have previously supported, or through an industry information-sharing mechanism or similar means, we obtain information concerning inappropriate transferees such as non-performance of a definitive agreement, we will not leave that information at the level of the person in charge, but will share it organizationally and will establish a system for carefully considering whether to provide matching support to that transferee. · With respect to providing new support to that transferee, we will carefully consider the matter by examining the content of the information obtained and considering the detriment to transferors from similar conduct, and if we do proceed, we will do so pursuant to an organizational decision. · (In the case of an intermediary) If we have information concerning inappropriate conduct by the transferee, we will disclose it to the transferor. · We currently do not participate in an industry information-sharing system regarding inappropriate transferees.

Where an exclusivity clause is included, we will limit its scope as far as possible. Specifically, after the client has made clear the parts as to which the client wishes to seek the opinion of another support institution, and where there is no reasonable ground to prevent this, we will permit the client to seek a second opinion from another support institution. However, we will give consideration to information management, such as by prohibiting disclosure of information concerning the other party, or by limiting consultation destinations to persons who owe a confidentiality obligation under law or contract or to public institutions such as a Business Succession and Handover Support Center.

Where an exclusivity clause is included, we will set the contract term using a maximum of six months to one year as a guide.

We will provide a clause or similar provision (including an oral statement) making clear that the client may cancel the intermediary agreement, FA agreement, or other M&A support agreement mid-term at any time.

Candidates as to which direct negotiation is restricted will be limited only to candidates with which the relevant M&A specialist has been involved or in contact and that it has introduced (except where the client has expressly agreed “not itself to discover candidates” and “not to negotiate directly with candidates it has itself discovered”). KEISHŌ treats direct communication between the parties as an important function and does not impose unreasonable restrictions on direct negotiation. Where a restriction is imposed, we will comply with this item.

Negotiations as to which direct negotiation is restricted will be limited to those conducted for purposes relating to an M&A between the client and the candidate.

The period of validity of a clause restricting direct negotiation will be limited to until the intermediary agreement, FA agreement, or other relevant agreement ends.

The tail period will use a maximum of two to three years as a guide.

The target of a tail clause will be limited only to transferees with which the relevant M&A specialist has been involved or in contact and that have been introduced to the transferor. Specifically, cases that go no further than presentation of a long list / short list or a no-name sheet (teaser) will not be covered by a tail clause. Coverage will be limited at least to transferees as to which name clearance (sending a company profile to the transferee and disclosing the transferor’s name) has been carried out and that have been introduced to the transferor. ※ The Guidelines indicate that the target of a tail clause should be limited to transferees as to which name clearance has been carried out and that have been introduced to the transferor, and even where this is satisfied, they do not recognize the validity of the target of a tail clause in all cases.

Where no exclusivity clause is included in the intermediary or FA agreement, and the client receives support from multiple M&A specialists and as a result is introduced to the same candidate by multiple M&A specialists, if we are not selected by the client as the M&A specialist to provide support toward completion, we will not claim a fee on the basis of a tail clause.

Prior to execution of the intermediary agreement, we will inform both parties that we are an intermediary that will enter into intermediary agreements with both the transferor and the transferee (and in particular, where the intermediary agreement provides that fees will be received from both parties, that fact).

In entering into the intermediary agreement, we will in advance expressly explain to each party the matters as to which a conflict of interest between the two parties is anticipated. In addition, if we separately become aware of information relating to matters as to which a conflict of interest between the two parties is anticipated (including information that is advantageous or disadvantageous to only one party), we will expressly disclose such information to each party in a timely manner.

Because we receive instructions from both parties, we must be neutral and fair toward both parties, and we will not engage in conflict-of-interest conduct that improperly benefits or disadvantages one party.

In particular, we will never engage in such conflict-of-interest conduct for the purpose of advancing our own interests or those of a third party, and we will provide in the intermediary agreement, as an obligation of the intermediary, that at least the following conduct will not be engaged in. · Conduct of obtaining additional fees from the transferee and conferring an advantage on that transferee (such as preferentially carrying out matching contrary to a party’s needs, or inducing an improperly low transfer price) · Conduct of favoring a repeat client and conferring an advantage on that client (such as preferentially carrying out matching contrary to a party’s needs, or inducing an improperly low transfer price) · Where an M&A is completed at a transfer price higher (or lower) than the transfer price hoped for by the transferor (or transferee), conduct of demanding from the transferor (or transferee), separately from the regular fee, a remuneration equal to a certain percentage of the difference between the hoped-for transfer price and the completed transfer price · Conduct of not conveying to the other party a matter that one party requested be conveyed, or of falsely conveying to the other party a matter that one party did not in fact state · Conduct of, upon becoming aware of information that is advantageous or disadvantageous to only one party, not conveying that information to that party and concealing it

We will not conduct a definitive valuation, and we will tell the client to seek the opinion of professionals such as attorneys as necessary.

Where we present to both parties the results of a valuation as an approximate or provisional amount that we ourselves have simply calculated (a simplified valuation) as reference material, we will expressly state the following to both parties. We similarly make clear that approximate valuations in Matching Reports are reference information. · That this is not a definitive valuation, but a simple calculation as reference material · If the intentions, opinions, or similar of one party were taken into account in that simplified valuation, the content of those intentions, opinions, or similar · That the opinion of professionals such as attorneys may be sought as necessary

In negotiations, we will not pursue the interests of only one party, and will pursue realization of the interests of both parties with neutrality and fairness.

We will not ourselves conduct due diligence, and will not determine the conclusions concerning the contents of a due diligence report; we will tell the client to seek the opinion of professionals such as attorneys as necessary.

In addition to the foregoing, we will strive to respond in accordance with the purpose of the SME M&A Guidelines. If KEISHŌ’s service contents, functions, or contractual form change in the future, we will confirm the SME M&A Guidelines and other applicable laws and rules in light of those changes, and will provide the services after establishing the necessary systems.

Date of declaration: 27 August 2026 (Reiwa 8) Ataraxia Partners Sole proprietor: 齊藤 輝 M&A support service “KEISHŌ” (継承)