JEPLAN HOLDINGS, INC. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • March 8th, 2024 • JEPLAN Holdings, Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
DEPOSIT AGREEMENT dated as of __________, 2024 among JEPLAN HOLDINGS, INC., a company incorporated under the laws of Japan (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENT AND DEEDSponsor Support Agreement and Deed • December 22nd, 2023 • JEPLAN Holdings, Inc. • Plastic materials, synth resins & nonvulcan elastomers
This AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENT AND DEED (this “Agreement”) is made and entered into as of September 8, 2023, by and among (i) JEPLAN Holdings, Inc., a Japanese corporation (kabushiki kaisha) incorporated under the laws of Japan and a direct wholly-owned Subsidiary of the Company (“PubCo”), (ii) JEPLAN, Inc., a Japanese corporation (kabushiki kaisha) incorporated under the laws of Japan (the “Company”), (iii) AP Acquisition Corp, a Cayman Islands exempted company (“SPAC”), (iv) AP Sponsor LLC, a Cayman Islands limited liability company (“Sponsor”), (v) the Persons (other than Sponsor) listed on Schedule A hereto (together with the Sponsor, collectively, the “Sponsor Parties” and each a “Sponsor Party”) and (vi) solely for purposes of Section 8.1 and Section 8.3 of this Agreement (and the other sections of this Agreement solely to the extent relating to Section 8.1 and Section 8.3), the individuals listed on Schedule B hereto, each being a director of SPAC as of the
Limitation of Liability Agreement for [Officers]/[Corporate Auditors]JEPLAN Holdings, Inc. • March 8th, 2024 • Plastic materials, synth resins & nonvulcan elastomers
[ ] (hereinafter referred to as the “Officer”) and JEPLAN Holdings, Inc. (hereinafter referred to as the “Company”) hereby enter into this limitation of liability agreement (hereinafter referred to as this “Agreement”) regarding the liability of the Officer as a [director]/[corporate auditor] of the Company.
Form of Share Subscription AgreementForm of Share Subscription Agreement • December 22nd, 2023 • JEPLAN Holdings, Inc. • Plastic materials, synth resins & nonvulcan elastomers
This Share Subscription Agreement (hereinafter “Agreement”) is hereby agreed and executed between (Subscribing Entity Name) (hereinafter “Subscriber”) and JEPLAN, Inc. (hereinafter “JEPLAN”) on (Execution Date) regarding Subscriber acquiring the shares (hereinafter “JEPLAN Shares”) to be issued by JEPLAN.
ENGLISH TRANSLATION] Agreement on the Purchase of Recycled PET ResinJEPLAN Holdings, Inc. • December 22nd, 2023 • Plastic materials, synth resins & nonvulcan elastomers
Asahi Soft Drinks Co., Ltd. (hereinafter referred to as “Party A”) and JEPLAN, Inc. (hereinafter referred to as “Party B”) have agreed as follows and hereby enter into this agreement on the purchase of recycled PET resin (hereinafter referred to as “this Agreement”).
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • September 8th, 2023 • JEPLAN Holdings, Inc.
This SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of September 7, 2023, by and among JEPLAN Holdings, Inc., a Japanese corporation (kabushiki kaisha) incorporated under the laws of Japan and a direct wholly-owned Subsidiary of the Company (“PubCo”), JEPLAN, Inc., a Japanese corporation (kabushiki kaisha) incorporated under the laws of Japan (the “Company”), AP Acquisition Corp, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), and each such Person listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used herein but not defined herein shall have the meaning ascribed to such terms in the Business Combination Agreement (as defined below).
ENGLISH TRANSLATION] Building Lease AgreementBuilding Lease Agreement • September 8th, 2023 • JEPLAN Holdings, Inc.
This Agreement is entered into by and between Nippon Oil Corporation (“Lessor”) and PET Refine Technology Co., Ltd. (“Lessee”) under the terms set forth below regarding the lease of a building owned by Lessor.
FORM OF SHAREHOLDER SUPPORT AGREEMENTForm of Shareholder Support Agreement • December 22nd, 2023 • JEPLAN Holdings, Inc. • Plastic materials, synth resins & nonvulcan elastomers
This SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of [●], by and among JEPLAN Holdings, Inc., a Japanese corporation (kabushiki kaisha) incorporated under the laws of Japan and a direct wholly-owned Subsidiary of the Company (“PubCo”), JEPLAN, Inc., a Japanese corporation (kabushiki kaisha) incorporated under the laws of Japan (the “Company”), AP Acquisition Corp, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), and each such Person listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used herein but not defined herein shall have the meaning ascribed to such terms in the Business Combination Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 8th, 2023 • JEPLAN Holdings, Inc.
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of September 8, 2023, by and among AP Acquisition Corp, an exempted company incorporated under the laws of the Cayman Islands (“SPAC”), JEPLAN Holdings, Inc., a Japanese corporation (kabushiki kaisha) incorporated under the laws of Japan (the “PubCo”) and the undersigned subscriber (the “Investor”), in connection with the Business Combination Agreement, dated as of June 16, 2023 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among SPAC, PubCo, JEPLAN, Inc., a Japanese corporation (kabushiki kaisha) incorporated under the laws of Japan (the “Company”) and JEPLAN MS, Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly-owned subsidiary of PubCo (“Merger Sub”) providing for the combination of SPAC, PubCo and the Company on the terms and subject to the conditions therein, in
JEPLAN - and – AXENS - and - IFP ENERGIES NOUVELLES JOINT DEVELOPMENT COOPERATION AND COMMERCIALIZATION AGREEMENT FOR THE CHEMICAL RECYCLING OF POLYETHYLENE TEREPHTALATE (PET)JEPLAN Holdings, Inc. • December 22nd, 2023 • Plastic materials, synth resins & nonvulcan elastomers
This joint development and commercial cooperation agreement (“Agreement”) is effective as of June 30, 2020 (“Effective Date”), by and between:
ENGLISH TRANSLATION] Shareholders’ AgreementShareholders’ Agreement • September 8th, 2023 • JEPLAN Holdings, Inc.
JEPLAN, Inc., (hereinafter “JEPLAN”) and Sojitz Corporation (hereinafter “Sojitz”; together with JEPLAN individually or collectively referred to as “Party” or “Parties”) and PET Refine Technology Co., Ltd., (hereinafter “Subject Company”; together with the Parties referred to as the “Parties to the Agreement”) hereby conclude as stated below a shareholders’ agreement (hereinafter “Agreement”) concerning operation of the Subject Company.
WAIVER AND CONSENTWaiver and Consent • September 8th, 2023 • JEPLAN Holdings, Inc.
THIS WAIVER AND CONSENT (“Consent”) is made and entered into this 7th day of September 2023, by and among, JEPLAN, Inc., a Japanese corporation (kabushiki kaisha) incorporated under the laws of Japan (the “Company”), AP Acquisition Corp, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), and JAFCO SV4 Investment Limited Partnership, a limited partnership established under the laws of Japan and represented by its general partner, JAFCO Group Co., Ltd., a joint stock company incorporated under the laws of Japan (“Shareholder”). Capitalized terms used herein but not defined herein shall have the meaning ascribed to such terms in the Business Combination Agreement (as defined below).
Share Subscription AgreementShare Subscription Agreement • September 8th, 2023 • JEPLAN Holdings, Inc.
This Share Subscription Agreement (hereinafter “Agreement”) is hereby agreed and executed between Monex Climate Impact Fund LP (hereinafter "Subscriber") and JEPLAN, Inc. (hereinafter "JEPLAN") on June 26, 2023, regarding Subscriber acquiring the shares (hereinafter "JEPLAN Shares") to be issued by JEPLAN.
ContractLoan Agreement • December 22nd, 2023 • JEPLAN Holdings, Inc. • Plastic materials, synth resins & nonvulcan elastomers
Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain confidential information has been excluded from this document because JEPLAN, Inc. (“JEPLAN”) has determined that the information (i) is both not material and (ii) is the type that JEPLAN treats as private or confidential. Such information is marked in the document by exhibit with an asterisk [**].
ENGLISH TRANSLATION] Commercial Land Lease AgreementCommercial Land Lease Agreement • September 8th, 2023 • JEPLAN Holdings, Inc.
This Agreement is entered into by and between Nippon Oil Corporation (“Lessor”) and PET Refine Technology Co., Ltd. (“Lessee”) under the terms set forth below regarding the lease of land owned by Lessor.
SHAREHOLDER LOCK-UP AGREEMENTShareholder Lock-Up Agreement • September 8th, 2023 • JEPLAN Holdings, Inc.
This SHAREHOLDER LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 7, 2023, by and among JEPLAN Holdings, Inc., a Japanese corporation (kabushiki kaisha) incorporated under the laws of Japan and a direct wholly-owned Subsidiary of the Company (“PubCo”), JEPLAN, Inc., a Japanese corporation (kabushiki kaisha) incorporated under the laws of Japan (the “Company”), AP Acquisition Corp, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), and each such Person listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used herein but not defined herein shall have the meaning ascribed to such terms in the Business Combination Agreement (as defined below).
ENGLISH TRANSLATION] Written Agreement Concerning Purchases of Regenerated PET ResinWritten Agreement • September 8th, 2023 • JEPLAN Holdings, Inc.
Nishino Kinryo Corporation (hereinafter “Nishino Kinryo”) and PET Refine Technology Co., Ltd., (hereinafter “PET Refine”) have agreed as stated below in relation to transactions (hereinafter “Continuous Transactions”) in which PET Refine will continuously and stably sell regenerated PET resin (hereinafter “Regenerated PET Resin”) manufactured by PET Refine to Nishino Kinryo, and Nishino Kinryo will purchase that Regenerated PET Resin; therefore, they conclude a written agreement (hereinafter “Agreement”) concerning the purchases of the Regenerated PET Resin.
JEPLAN - and – AXENS - and - IFP ENERGIES NOUVELLES JOINT DEVELOPMENT COOPERATION AND COMMERCIALIZATION AGREEMENT FOR THE CHEMICAL RECYCLING OF POLYETHYLENE TEREPHTALATE (PET)JEPLAN Holdings, Inc. • March 8th, 2024 • Plastic materials, synth resins & nonvulcan elastomers
This joint development and commercial cooperation agreement (“Agreement”) is effective as of June 30, 2020 (“Effective Date”), by and between:
Share Exchange AgreementShare Exchange Agreement • March 8th, 2024 • JEPLAN Holdings, Inc. • Plastic materials, synth resins & nonvulcan elastomers
JEPLAN Holdings, Inc. (hereinafter referred to as the "Wholly Owning Parent Company") and JEPLAN, Inc. (hereinafter referred to as the "Wholly Owned Subsidiary") hereby enter into a share exchange agreement (hereinafter referred to as this "Agreement") as follows with respect to the share exchange.
SHAREHOLDER LOCK-UP AGREEMENTShareholder Lock-Up Agreement • December 22nd, 2023 • JEPLAN Holdings, Inc. • Plastic materials, synth resins & nonvulcan elastomers
This SHAREHOLDER LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2023, by and among JEPLAN Holdings, Inc., a Japanese corporation (kabushiki kaisha) incorporated under the laws of Japan and a direct wholly-owned Subsidiary of the Company (“PubCo”), JEPLAN, Inc., a Japanese corporation (kabushiki kaisha) incorporated under the laws of Japan (the “Company”), AP Acquisition Corp, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), and each such Person listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used herein but not defined herein shall have the meaning ascribed to such terms in the Business Combination Agreement (as defined below).
ContractJEPLAN Holdings, Inc. • December 22nd, 2023 • Plastic materials, synth resins & nonvulcan elastomers
Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain confidential information has been excluded from this document because JEPLAN, Inc. (“JEPLAN”) has determined that the information (i) is both not material and (ii) is the type that JEPLAN treats as private or confidential. Such information is marked in the document by exhibit with an asterisk [**].
