UNDERWRITING AGREEMENTUnderwriting Agreement • August 19th, 2022 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec • Florida
The undersigned, J-Star Holding Co., Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (the “Underwriters” and each an “Underwriter”), for whom ViewTrade Securities, Inc. is acting as representative (in such capacity, the “Representative,” and if there are no underwriters other than the Representative, references to multiple underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) to issue and sell to the Underwriters an aggregate of [ ] ordinary shares, $0.50 par value per share (“Ordinary Shares”), of the Company (the “Firm Shares”). The Company has also granted to the Representative an option (the “Over-allotment Option”) to purchase up to [ ] additional Ordinary Shares, on the terms and for the purposes set forth in Section 1(b) hereof (the “Option Shares”). The Firm Shares an
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • July 13th, 2022 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec • New York
This DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of this 9th day of July, by and between J-Star Holding Co., Ltd., a Cayman Islands corporation (the “Company”), and Lin Ping-Hong (Republic of China Passport No. 3093XXXXX) (the “Independent Director”) and shall become effective on the closing date of the Company’s initial public offering (the “Effective Date”).
UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 2023 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec • New York
The undersigned, J-Star Holding Co., Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (collectively with its subsidiaries and affiliates including, without limitation, all entities disclosed or described as being subsidiaries or affiliates of J-Star Holding Co, Ltd. (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (the “Underwriters” and each an “Underwriter”), for whom Maxim Group LLC and Freedom Capital Markets are acting, jointly, as representatives (in such capacity, the “Representatives,” and if there are no underwriters other than the Representatives, references to multiple underwriters shall be disregarded and the term Representatives as used herein shall have the same meaning as Underwriter) to issue and sell to the Underwriters an aggregate of [ ] ordinary shares, $0.50 par value per share (“Ordinary Shares”), of the Company (the “Firm Shares”). The Company has also granted to the
EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2022 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2024 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec • New York
The undersigned, J-Star Holding Co., Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (collectively with its subsidiaries and affiliates including, without limitation, all entities disclosed or described as being subsidiaries or affiliates of J-Star Holding Co, Ltd. (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (the “Underwriters” and each an “Underwriter”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative,” and if there are no underwriters other than the Representative, references to multiple underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) to issue and sell to the Underwriters an aggregate of [ ] ordinary shares, $0.50 par value per share (“Ordinary Shares”), of the Company (the “Firm Shares”). The Company has also granted to the Representative an option (the “Over-allotme
OEM/ODM AgreementOdm Agreement • May 24th, 2023 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
Party A intends to entrust Party B and Party B also intends to be entrusted by Party A to manufacture and produce specific products. In accordance with the principle of good faith, the two parties agree to enter into the terms as follows, so as to abide by them together:
Housing Lease ContractHousing Lease Contract • February 16th, 2022 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
In order to protect the legitimate interests of both parties, in line with the principle of equality, mutual benefit and friendship and according to the relevant laws of this country, after full consultation between the two parties, the leasing of production plants, dormitories, and related matters located in 128 industrial district, Tangxia town, Dongguan City, by Party A to Party B, will reach consensus in the following provisions and be jointly implemented:
EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2022 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec • New York
J-STAR HOLDING CO., LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • June 13th, 2024 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec • New York
Supplemental Agreement to the Equity Transfer AgreementSupplemental Agreement • May 24th, 2023 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
Collateral Guarantee AgreementCollateral Guarantee Agreement • December 19th, 2023 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
The persons entering into the Collateral Guarantee Agreement (i.e. the Collateral Guarantor, hereinafter referred to as the Contractors), hereby is responsible for providing all the collateral to guarantee the Bank in all guarantee matters and guarantees for YMA Corporation (hereinafter referred to as the ‘Debtor’) regarding all debts owed to the Bank and agrees to fulfill the following clauses:
SUPPLEMENTAL AGREEMENT TO THE OEM/ODM CONTRACTSupplemental Agreement • May 24th, 2023 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
State-Owned Construction Land Usage Right Assignment ContractJ-Star Holding Co., Ltd. • May 24th, 2023 • Sporting & athletic goods, nec
SUPPLEMENTAL AGREEMENT TO THE OEM/ODM CONTRACTSupplemental Agreement • May 24th, 2023 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
Agreement on the paid recovery of state-owned land use rightsJ-Star Holding Co., Ltd. • December 19th, 2023 • Sporting & athletic goods, nec
In accordance with the provisions of the Contract Law of the People’s Republic of China and the Company Law of the People’s Republic of China and relevant laws and regulations, the parties to this Agreement entered into this agreement on July 27, 2023 after friendly consultation in accordance with the principle of equality and mutual benefit, Regarding Party B’s paid recovery of Party A’s state-owned land use right, the following unanimous agreements and commitments are reached to jointly abide by them.
Equity Transfer AgreementEquity Transfer Agreement • May 24th, 2023 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
In view of the fact that YMA Composite Materials (DG) Co., Ltd. (hereinafter referred to as “YMA DG”) is a limited liability company registered and established on September 30, 2018 in Tangxia Town, Dongguan City, Guangdong Province, Party A is the sole shareholder of YMA DG, holding 100% equity of YMA DG. Now, in accordance with the “Company Law of the People’s Republic of China” and other relevant laws and regulations, and in line with the principles of equal negotiation and good faith, after friendly negotiation, both parties have entered into the following agreement on matters related to the transfer of YMA DG ‘s equity, for both parties to abide by .
Supplemental Agreement to the Equity Transfer AgreementSupplemental Agreement • May 4th, 2023 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
Taishin International Commercial Bank Credit Loan AgreementLoan Agreement • May 24th, 2023 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
The person entering into the contract (hereinafter referred to as the “Contractor”) hereby agrees with Taishin International Commercial Bank (hereinafter referred to as the “Bank”) for all credit transactions with the Bank now and in the future of the total ([√]1. New Taiwan Dollars 30 Million Yuan only, [ ]2. New Taiwan Dollars [ ] Yuan only, [ ]3. New Taiwan Dollars [ ] Yuan only) based on the content of the Bank’s approved loan and performance of the terms in the left:
Equity Transfer AgreementEquity Transfer Agreement • May 4th, 2023 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
In view of the fact that YMA Composite Materials(DG) Co., Ltd. (hereinafter referred to as “YMA DG”) is a limited liability company registered and established on September 30, 2018 in Tangxia Town, Dongguan City, Guangdong Province, Party A is the sole shareholder of YMA DG, holding 100% equity of YMA DG. Now, in accordance with the “Company Law of the People’s Republic of China” and other relevant laws and regulations, and in line with the principles of equal negotiation and good faith, after friendly negotiation, both parties have entered into the following agreement on matters related to the transfer of YMA DG ‘s equity, for both parties to abide by .
EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2022 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec • New York
Housing Lease ContractHousing Lease Contract • March 21st, 2022 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
In order to protect the legitimate interests of both parties, in line with the principle of equality, mutual benefit and friendship and according to the relevant laws of this country, after adequate negotiation between the two parties, the leasing of production plants, dormitories, and related matters located in 128 industrial district, Tangxia town, Dongguan City, by Party A to Party B, is agreed under the following terms and shall be jointly implemented by both parties:
Collateral Guarantee AgreementCollateral Guarantee Agreement • March 21st, 2022 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
The persons entering into the Collateral Guarantee Agreement (i.e. the Collateral Guarantor, hereinafter referred to as the Contractors), hereby is responsible for providing all the collateral to guarantee the Bank in all guarantee matters and guarantees for YMA Corporation (hereinafter referred to as the ‘Debtor’) regarding all debts owed to the Bank and agrees to fulfill the following clauses:
Credit Loan AgreementCredit Loan Agreement • March 21st, 2022 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
The person entering into the contract (hereinafter referred to as the “Contractor”) hereby agrees with Taishin International Commercial Bank (hereinafter referred to as the “Bank”) for all credit transactions with the Bank now and in the future of the total ([√]1. New Taiwan Dollars 30 Million Yuan only, [ ]2. New Taiwan Dollars [ ] Yuan only, [ ]3. New Taiwan Dollars [ ] Yuan only) based on the content of the Bank’s approved loan and performance of the terms in the left:
Mega International Commercial Bank Comprehensive Credit Loan AgreementComprehensive Credit Loan Agreement • March 21st, 2022 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
A comprehensive credit loan agreement (hereinafter referred to as the “Agreement”) shall be entered into between the Contracting Party YMA Corporation and Mega International Commercial Bank (hereinafter referred to as “the Bank”). On the basis of various credit histories, previously executed credit agreements and other agreements, the parties hereby agree to the following terms:
Mega International Commercial Bank Comprehensive Credit Loan AgreementComprehensive Credit Loan Agreement • May 24th, 2023 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
A comprehensive credit loan agreement (hereinafter referred to as the “Agreement”) shall be entered into between the Contracting Party YMA Corporation and Mega International Commercial Bank (hereinafter referred to as “the Bank”). On the basis of various credit histories, previously executed credit agreements and other agreements, the parties hereby agree to the following terms:
ContractJ-Star Holding Co., Ltd. • June 13th, 2024 • Sporting & athletic goods, nec • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF one hundred and eighty (180) DAYS FOLLOWING THE date of commencement of sales of the offering PURSUANT TO THE REGISTRATION STATEMENT NO.: 333-263755 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION: (A) exercise, SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN (i) an underwriter or a selected dealer in connection with the offering, or (ii) bona fide OFFICERS OR PARTNERS OF any such underwriter or selected dealer, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA (as defined below) CONDUCT RULE 5110(E)(1), or (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EX
EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2024 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
Housing Lease ContractHousing Lease Contract • March 21st, 2022 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
After the negotiation between Party A and Party B, both parties have signed the following terms of the contract, which will jointly implemented by.
Purchase and Sale AgreementSale Agreement • November 14th, 2024 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
The buyer and seller agreed to accept the entrustment of both parties through Xinyi Housing to handle this transaction. In addition, in order to ensure the honest performance of the real estate sales contract signed (Deed number:G41630) by both parties and protect the rights and interests of both parties, both parties also agreed to appoint Anxin Construction to handle the performance guarantee from Yushan Commercial Bank Co., Ltd. (abbreviation Guarantor Bank) matters, and the Guarantor Bank shall perform the guarantee responsibilities in accordance with the following provisions:
Equity Transfer AgreementEquity Transfer Agreement • May 24th, 2023 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
In view of the fact that FORWELL SPORTS EQUIPMENT CO., LTD. (hereinafter referred to as “FORWELL”) is a limited liability company registered and established on December 05, 2003 in Tangxia Town, Dongguan City, Guangdong Province, Party A is the sole shareholder of FORWELL, holding 100% equity of FORWELL. Now, in accordance with the “Company Law of the People’s Republic of China” and other relevant laws and regulations, and in line with the principles of equal negotiation and good faith, after friendly negotiation, both parties have entered into the following agreement on matters related to the transfer of FORWELL ‘s equity, for both parties to abide by .
Equity Transfer AgreementEquity Transfer Agreement • May 4th, 2023 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
In view of the fact that FORWELL SPORTS EQUIPMENT CO., LTD. (hereinafter referred to as “FORWELL”) is a limited liability company registered and established on December 05, 2003 in Tangxia Town, Dongguan City, Guangdong Province, Party A is the sole shareholder of FORWELL, holding 100% equity of FORWELL. Now, in accordance with the “Company Law of the People’s Republic of China” and other relevant laws and regulations, and in line with the principles of equal negotiation and good faith, after friendly negotiation, both parties have entered into the following agreement on matters related to the transfer of FORWELL ‘s equity, for both parties to abide by .
