0001641172-25-006513 Sample Contracts

INDEPENDENT DIRECTOR AGREEMENT
Independent Director Agreement • April 29th, 2025 • 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 2022, by and between J-Star Holding Co., Ltd., a Cayman Islands corporation (the “Company”), and Wang Shen-Huei ((United States Passport No. 4881XXXXX) (the “Independent Director”) and shall become effective on the closing date of the Company’s initial public offering (the “Effective Date”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 29th, 2025 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
UNDERWRITING AGREEMENT
Underwriting Agreement • April 29th, 2025 • 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

EMPLOYMENT AGREEMENT
Employment Agreement • April 29th, 2025 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec • New York
OEM/ODM Agreement
Oem/Odm Agreement • April 29th, 2025 • 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:

Collateral Guarantee Agreement
Collateral Guarantee Agreement • April 29th, 2025 • 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 CONTRACT
Oem/Odm Contract • April 29th, 2025 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
State-Owned Construction Land Usage Right Assignment Contract
State-Owned Construction Land Usage Right Assignment Contract • April 29th, 2025 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
SUPPLEMENTAL AGREEMENT TO THE OEM/ODM CONTRACT
Oem/Odm Contract • April 29th, 2025 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
Agreement on the paid recovery of state-owned land use rights
Agreement on the Paid Recovery of State-Owned Land Use Rights • April 29th, 2025 • J-Star Holding Co., Ltd. • 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 Agreement
Equity Transfer Agreement • April 29th, 2025 • 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 .

Equity Transfer Agreement
Equity Transfer Agreement • April 29th, 2025 • 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 .

Supplemental Agreement to the Equity Transfer Agreement
Supplemental Agreement to the Equity Transfer Agreement • April 29th, 2025 • J-Star Holding Co., Ltd. • Sporting & athletic goods, nec
Mega International Commercial Bank Comprehensive Credit Loan Agreement
Comprehensive Credit Loan Agreement • April 29th, 2025 • 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:

Purchase and Sale Agreement
Purchase and Sale Agreement • April 29th, 2025 • 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: