AMENDED AND RESTATED SPONSOR SUPPORT AGREEMENT AND DEEDSponsor Support Agreement and Deed • September 8th, 2023 • JEPLAN Holdings, Inc.
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
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.
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
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.
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.
