J-Star Holding Co., Ltd. Equity Purchase Agreement

J-Star Holding Co., Ltd. has entered into an equity purchase agreement with Hudson Global Ventures, LLC. The agreement, dated September 24, 2026, allows J-Star Holding Co., Ltd. to sell up to $35,000,000 of its Class A ordinary shares to the Investor over a 36-month period. The company also issued warrants for 525,000 ordinary shares as part of the agreement. Sales will occur through a "Put Notice" system, with minimum and maximum amounts per sale defined. The "Initial Purchase Price" is set at 95% of the average of the three lowest trading prices in the preceding five days. A concurrent registration rights agreement was also signed, obligating the company to file a registration statement for the resale of shares and underlying warrants. Both agreements include customary representations, warranties, and indemnification clauses.