UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 7, 2023
AP Acquisition Corp
(Exact name of registrant as specified in its
charter)
| Cayman
Islands |
|
001-41176
|
|
98-1601227 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification Number) |
10 Collyer Quay,
#37-00 Ocean Financial Center
Singapore |
N/A |
| (Address
of principal executive offices) |
(Zip
Code) |
852 2918-0050
Registrant’s telephone number, including
area code
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| x |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on
which registered |
| Units,
each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
|
APCA-U |
|
New
York Stock Exchange |
| Class
A ordinary shares included as part of the units |
|
APCA |
|
New
York Stock Exchange |
| Redeemable
warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of
$11.50 |
|
APCA-W |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act
of 1934.
Emerging
growth company x
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On July 7, 2023, AP Acquisition Corp, an
exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”) , entered into a deed of
non-redemption (“Deed”) with TOKYO CENTURY CORPORATION, a Japanese corporation incorporated under the laws of Japan and
a strategic partner of SPAC (the “Non-Redeeming Shareholder”), in connection with the extraordinary general meeting of
the SPAC’s shareholders to be called by SPAC (the “Extraordinary General Meeting”) to consider and approve, among
other proposals, the transactions (the “Business Combination”) contemplated by the Business Combination Agreement, dated
June 16, 2023, by and among SPAC, JEPLAN Holdings, Inc., a Japanese corporation (kabushiki kaisha) incorporated under the laws of
Japan (“PubCo”), 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, and JEPLAN, Inc., a Japanese corporation (kabushiki kaisha) incorporated
under the laws of Japan (“JEPLAN”). All capitalized terms used but not defined herein shall have the respective
meanings specified in the Business Combination Agreement.
Pursuant to the Deed, the Non-Redeeming Shareholder
agreed that it will not elect to redeem, tender or submit for redemption, or otherwise exercise its SPAC Shareholder Redemption Right
with respect to, 500,000 Class A ordinary shares of SPAC (the “Subject Shares”) either in connection with the Business
Combination or in connection with any other meeting of SPAC’s shareholders or other event which would enable the Non-Redeeming Shareholder
to exercise its SPAC Shareholder Redemption Right at any time prior to the Closing. In addition, the Deed provides that the Non-Redeeming
Shareholder, from the date of the Deed until the date of its termination, shall not, directly or indirectly, sell, transfer, tender, grant,
pledge, assign or otherwise dispose of (including by gift, tender or exchange offer, merger or operation of law), encumber, hedge or utilize
a derivative to transfer the economic interest in (each a “Transfer”), or enter into any Contracts, option or other arrangement
(including any profit sharing arrangement) with respect to the Transfer of, any Subject Shares to any Person other than pursuant to the
Business Combination Agreement at Closing.
The Deed is expected to increase the amount
of funds that will remain in the Trust Account following the Extraordinary General Meeting, relative to the amount of funds that would
be expected to be remaining in the Trust Account following the Extraordinary General Meeting had the Deed not been entered into the and
Subject Shares had been redeemed.
The foregoing description is qualified in
its entirety by reference to the Deed attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Forward-Looking Statements
This
Current Report, including the exhibit, contains certain forward-looking statements within the meaning of the federal securities laws,
including statements regarding the expected benefits of the Deed. These forward-looking
statements generally are identified by the words “believe,” “project,” “forecast,” “predict,”
“expect,” “anticipate,” “estimate,” “intend,” “seek,” “strategy,”
“future,” “outlook,” “target,” “opportunity,” “plan,” “potential,”
“may,” “seem,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions that predict or indicate future events or trends or that are
not statements of historical matters. These forward-looking statements are provided for illustrative purposes only and are not intended
to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events
and circumstances are beyond the control of JEPLAN, PubCo, and SPAC. Many factors could cause actual future events to differ materially
from the forward-looking statements in this Current Report, including, but not limited to: (i) the risk that the Business Combination
may not be completed in a timely manner or at all, which may adversely affect the price of PubCo’s securities, (ii) the risk
that the Business Combination may not be completed by SPAC’s business combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by SPAC, (iii) the failure to satisfy the conditions to the consummation
of the Business Combination, including the adoption of the business combination agreement by the respective shareholders of SPAC and JEPLAN,
the satisfaction of the minimum cash amount following redemptions by SPAC’s public shareholders and the receipt of certain governmental
and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the Business Combination,
(v) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination
agreement, (vi) the effect of the announcement or pendency of the Business Combination on JEPLAN’s business relationships,
performance, and business generally, (vii) risks that the Business Combination disrupts current plans of JEPLAN and potential difficulties
in its employee retention as a result of the Business Combination, (viii) the outcome of any legal proceedings that may be instituted
against JEPLAN or SPAC related to the business combination agreement or the Business Combination, (ix) failure to realize the anticipated
benefits of the Business Combination, (x) the inability to maintain the listing of SPAC’s securities or to meet listing requirements
and maintain the listing of PubCo’s securities on the New York Stock Exchange, (xi) the risk that the price of PubCo’s
securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which PubCo plans to
operate, variations in performance across competitors, changes in laws, regulations, technologies, natural disasters or health epidemics/pandemics, national
security tensions, and macro-economic and social environments affecting its business, and changes in the combined capital
structure, (xii) the inability to implement business plans, forecasts, and other expectations after the completion of the Business
Combination, identify and realize additional opportunities, and manage its growth and expanding operations, (xiii) the risk that
JEPLAN may not be able to successfully expand its products and services domestically and internationally, (xiv) the risk that JEPLAN
and its current and future collaborative partners are unable to successfully market or commercialize JEPLAN’s proposed licensing
solutions, or experience significant delays in doing so, (xv) the risk that JEPLAN may never achieve or sustain profitability, (xvi) the
risk that JEPLAN will need to raise additional capital to execute its business plan, which many not be available on acceptable terms or
at all, (xvii) the risk relating to scarce or poorly collected raw materials for JEPLAN’s PET recycling business; (xviii) the
risk that JEPLAN may not be able to consummate planned strategic acquisitions, including joint ventures in connection with its proposed
licensing business, or fully realize anticipated benefits from past or future acquisitions, joint ventures, or investments; (xix) the
risk that JEPLAN’s patent applications may not be approved or may take longer than expected, and that JEPLAN may incur substantial
costs in enforcing and protecting its intellectual property; and (xx) the risk that JEPLAN may be subject to competition from current
collaborative partners in the use of jointly developed technology once applicable collaborative arrangements expire. The foregoing list
of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the
“Risk Factors” sections of SPAC’s Annual Report on Form 10-K for the year ended December, 31, 2022, which was filed
with the SEC on March 3, 2023 (the “2022 Form 10-K”), as such factors may be updated from time to time in SPAC’s
filings with the SEC, the Registration Statement and proxy statement/prospectus contained therein. These filings identify and address
other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking
statements. There may be additional risks that neither JEPLAN, PubCo, or SPAC presently know or that JEPLAN, PubCo, and SPAC currently
believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking
statements reflect SPAC’s expectations, plans, or forecasts of future events and views only as of the date they are made, and subsequent
events and developments are anticipated to cause such assessments to change. However, while SPAC may elect to update these forward-looking
statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not
be relied upon as representing SPAC’s assessments of any date subsequent to the date of this Current Report. Accordingly, readers
are cautioned not to put undue reliance on forward-looking statements, and SPAC assumes no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required to by applicable
securities law.
Additional Information and Where to Find It
If the Business Combination is pursued, PubCo
intends to file with the SEC a registration statement on Form F-4 relating to the Business Combination (the “Registration Statement”)
that will include a proxy statement/prospectus of SPAC. The proxy statement/prospectus will be sent to all SPAC and JEPLAN shareholders.
PubCo and SPAC also will file other documents regarding the Business Combination with the SEC. Before making any voting decision, investors
and security holders of SPAC and JEPLAN are urged to read the Registration Statement, the proxy statement/prospectus contained therein
and all other relevant documents filed or that will be filed with the SEC in connection with the Business Combination as they become available
because they will contain important information about JEPLAN, SPAC, PubCo, and the Business Combination.
Investors
and security holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by PubCo and SPAC through the website maintained by the SEC at www.sec.gov. In addition, the documents
filed by PubCo and SPAC may be obtained free of charge by written request to PubCo at 12-2 Ogimachi, Kawasaki-ku, Kawasaki-shi, Kanagawa,
Japan or by telephone at +81 44-223-7898, and to SPAC at 10 Collyer Quay, #37-00 Ocean
Financial Center, Singapore or by telephone at +65 6808-6510.
Participants in Solicitation
JEPLAN, PubCo, and SPAC and their respective directors and officers and other members of management may, under SEC rules, be deemed to
be participants in the solicitation of proxies from SPAC’s shareholders with the Business Combination and the other matters set
forth in the Registration Statement. Information about SPAC’s directors and executive officers and their ownership of SPAC’s
securities is set forth in SPAC’s filings with the SEC, including SPAC’s 2022 Form 10-K. To the extent that holdings of SPAC’s
securities by its directors and executive officers have changed since the amounts reflected in the 2022 Form 10-K, such changes will be
reflected in the Registration Statement. Additional information regarding the interests of those persons and other persons who may be
deemed participants in the Business Combination may be obtained by reading the proxy statement/prospectus regarding the Business Combination
when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.
No Offer or Solicitation
This Current Report shall not constitute a “solicitation”
as defined in Section 14 of the Exchange Act. This Current Report shall not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in the
Business Combination shall be made except by means of a prospectus meeting the requirements of the Securities Act.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 12, 2023
| |
AP Acquisition Corp |
| |
|
| |
/s/ Keiichi Suzuki |
| |
Name: |
Keiichi Suzuki |
| |
Title: |
Chief Executive Officer and Director |
Exhibit 10.1
DEED OF NON-REDEMPTION
This DEED OF NON-REDEMPTION
(this “Deed”) is dated as of July 7, 2023
BY
TOKYO CENTURY CORPORATION, a Japanese corporation incorporated under
the laws of Japan (the “Investor”)
IN FAVOR OF
AP ACQUISITION CORP, an exempted
company limited by shares incorporated under the laws of the Cayman Islands (the “Company”).
RECITALS
WHEREAS, the Company is a
special purpose acquisition company whose Class A ordinary shares (“Company Shares”) are traded on the New York
Stock Exchange under the ticker symbol “APCA”, among other securities of the Company;
WHEREAS, the Company, JEPLAN
Holdings, Inc., a Japanese corporation (kabushiki kaisha) incorporated under the laws of Japan (“PubCo”),
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 and JEPLAN, Inc., a Japanese corporation (kabushiki kaisha) incorporated under the laws of Japan have
entered into a business combination agreement, dated as of June 16, 2023 (as may be amended and/or restated from time to time, the
“Business Combination Agreement”);
WHEREAS, the Investor is
delivering this Deed in favor of the Company in anticipation of the closing of the business combination contemplated by the Business Combination
Agreement (the “Business Combination”);
WHEREAS, as of the date hereof
the Investor is the record and beneficial owner of the Subject Shares (as defined below);
WHEREAS, pursuant to the
terms of this Deed and in connection with the Business Combination, the Investor desires to undertake to refrain from exercising its SPAC
Shareholder Redemption Right with respect to the Subject Shares; and
WHEREAS, all capitalized
terms used but not defined herein shall have the respective meanings specified in the Business Combination Agreement.
NOW, THEREFORE, in consideration
of the mutual agreements set forth herein, the Investor hereby irrevocably undertakes as follows:
1. Non-Redemption
Undertaking. Subject to the terms and conditions set forth in this Deed, the Investor hereby irrevocably and unconditionally undertakes
that it will not elect to redeem, tender or submit for redemption, or otherwise exercise its SPAC Shareholder Redemption Right with respect
to, 500,000 Company Shares (the “Subject Shares”) either in connection with the Business Combination or in connection
with any other meeting of Company shareholders or other event which would enable the Investor to exercise its SPAC Shareholder Redemption
Right at any time prior to the Closing.
2. Restrictions.
The Investor hereby undertakes that from the date hereof until the date of termination of this Deed, it shall not, directly or indirectly,
sell, transfer, tender, grant, pledge, assign or otherwise dispose of (including by gift, tender or exchange offer, merger or operation
of law), encumber, hedge or utilize a derivative to transfer the economic interest in (each a “Transfer”), or enter
into any Contracts, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any Subject
Shares to any Person other than pursuant to the Business Combination Agreement at Closing.
3. Representations
and Warranties. Each of the parties hereto represents and warrants to the other party that: (a) it is a validly existing company
or corporation under the laws of the jurisdiction of its formation or incorporation; (b) this Deed constitutes a valid and legally
binding obligation on it in accordance with its terms, subject to laws relating to bankruptcy, insolvency and relief of debtors, and laws
governing specific performance, injunctive relief and other equitable remedies; (c) the execution, delivery and performance of this
Deed by it has been duly authorized by all necessary corporate action, and (d) the execution, delivery and performance of this Deed
will not result in a violation of its Organizational Documents or conflict with, or constitute a default (or an event that with notice
or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any Contracts to which it is a party or by which it is bound. The Investor represents and warrants to the Company that, as of the
date hereof, the Investor beneficially owns the Subject Shares.
4. Termination.
This Deed and all of its provisions shall terminate and be of no further force or effect upon the earliest to occur of (a) the termination
of the Business Combination Agreement in accordance with its terms, (b) the mutual written consent of the parties hereto and (c) the
Merger Effective Time. Upon any termination of this Deed, all obligations of the parties under this Deed will terminate, without any liability
or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby; provided
that, notwithstanding the foregoing or anything to the contrary in this Deed, the termination of this Deed pursuant to sub-clauses
(a) and (c) above shall not affect any liability on the part of any party for breach of this Deed prior to such termination.
This Section 4 through and including Section 7 of this Deed will survive the termination of this Deed. The Company
hereby undertakes that it shall notify the Investor of the termination of this Deed immediately after it occurs.
5. Expenses.
Each party shall be responsible for its own fees and expenses related to this Deed and the transactions contemplated hereby.
6. Trust
Account Waiver. The Investor acknowledges that pursuant to the SPAC Prospectus, including the Trust Agreement, the Company has established
the Trust Account for the benefit of the Company’s public shareholders and that disbursements from the Trust Account are available
only in the limited circumstances set forth therein. The Investor further acknowledges and agrees that the Company’s sole assets
consist of the cash proceeds of the Company’s IPO and private placements of its securities occurring simultaneously with the IPO,
and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. Accordingly,
the Investor (on behalf of itself and its Affiliates) hereby waives any past, present or future claim of any kind arising out of this
Deed against, and any right to access, the Trust Account, any trustee of the Trust Account and the Company, to collect from the Trust
Account any monies that may be owed to them by the Company or any of its Affiliates for any reason whatsoever, and will not seek recourse
against the Trust Account at any time for any reason. Notwithstanding the foregoing, nothing herein shall serve to limit or prohibit the
Investor’s right to pursue a claim against the Company pursuant to this Deed for legal relief against monies or other assets of
the Company held outside the Trust Account or for specific performance or other equitable relief in connection with the transactions contemplated
in this Deed or for intentional fraud in the making of the representations and warranties in Section 3. This Section 6
shall survive the termination of this Deed for any reason.
7. Governing
Law; Dispute Resolution. This Deed shall be governed by and construed in accordance with the laws of Hong Kong without giving effect
to any choice or conflict of law provision or rule thereof. Any dispute, controversy, claim or difference of any kind whatsoever
arising out of, relating to or in connection with this Deed, including the existence, validity, interpretation, performance, breach or
termination thereof, the validity, scope and enforceability of this arbitration provision and any dispute regarding non-contractual obligations
arising out of or relating to it (each, a “Dispute”) shall be referred to and finally resolved by arbitration administered
by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC Administered Arbitration
Rules in force at the time of the commencement of the arbitration. The seat of arbitration shall be Hong Kong. The number of arbitrators
shall be three (3). The arbitrators shall be nominated and appointed in accordance with the HKIAC Administered Arbitration Rules. The
language of the arbitration proceedings (including but not limited to all correspondence, submissions and written decisions) shall be
English. During the course of the arbitral tribunal’s adjudication of the Dispute, this Deed shall continue to be performed except
with respect to the part in dispute and under adjudication. The award shall be final and binding upon the parties to the arbitration.
Judgment upon the award may be entered by any court having jurisdiction over the award or having jurisdiction over the relevant party
or its assets.
8. Additional
Covenants. The Investor hereby covenants and agrees that, except for this Deed, the Investor shall not, at any time while this Deed
remains in effect, enter into any Contract or take any action that would make any representation or warranty of the Investor contained
herein untrue or inaccurate in any material respect or have the effect of preventing or disabling the Investor from performing any of
its obligations under this Deed.
9. Non-Reliance.
The Investor has had the opportunity to consult its own advisors, including legal, financial and tax advisors, regarding this Deed or
the arrangements contemplated hereunder and the Investor hereby acknowledges that neither the Company nor any representative or Affiliate
of the Company has provided or will provide the Investor with any legal, financial, tax or other advice relating to this Deed or the arrangements
contemplated hereunder.
10. No
Third Party Beneficiaries. This Deed shall be for the sole benefit of the parties and their respective successors and permitted assigns.
This Deed is not intended, nor shall be construed, to give any Person, other than the parties and their respective successors and assigns,
any legal or equitable right, benefit or remedy of any nature whatsoever by reason of this Deed. Other than the Company and the Investor,
a Person who is not a party to this Deed shall not have any right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of
the Laws of Hong Kong) to enforce any term of this Deed.
11. Assignment.
This Deed and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective successors
and permitted assigns. Neither this Deed nor any of the rights, interests or obligations hereunder will be assigned (including by operation
of law) without the prior written consent of the non-assigning party hereto.
12. Specific
Performance. The parties hereto agree that irreparable damage may occur in the event that any of the provisions of this Deed are not
performed in accordance with their specific terms or are otherwise breached. It is accordingly agreed that monetary damages may not be
an adequate remedy for such breach and the non-breaching party shall be entitled to seek injunctive relief, in addition to any other remedy
that such party may have in law or in equity.
13. Amendment.
This Deed may not be amended, changed, supplemented, waived or otherwise modified, except upon the execution and delivery of a written
agreement executed by the parties hereto.
14. Severability.
If any provision of this Deed is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Deed
will remain in full force and effect. Any provision of this Deed held invalid or unenforceable only in part or degree will remain in full
force and effect to the extent not held invalid or unenforceable.
15. No
Partnership, Agency or Joint Venture. This Deed is intended to create a contractual relationship between the Investor, on the one
hand, and the Company, on the other hand, and is not intended to create, and does not create, any agency, partnership, joint venture or
any like relationship between the parties.
16. Notices.
All general notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and delivered
personally or sent by courier or sent by registered post or sent by electronic mail to the intended recipient thereof at its address or
at its email address set out below (or to such other address or email address as a party may from time to time notify the other parties).
Any such notice, demand or communication shall be deemed to have been duly served (a) if given personally or sent by courier, upon
delivery during normal business hours at the location of delivery or, if later, then on the next Business Day after the day of delivery;
(b) if sent by electronic mail during normal business hours at the location of delivery, immediately, or, if later, then on the next
Business Day after the day of delivery; (c) the third Business Day following the day sent by reputable international overnight courier
(with written confirmation of receipt), and (d) if sent by registered post, five days after posting. The initial addresses and email
addresses of the parties for the purpose of this Deed are:
If
to the Company:
AP Acquisition Corp
10 Collyer Quay
#37-00 Ocean Financial Center, Singapore
Attention: Keiichi Suzuki
Email: keiichi.suzuki@advantagepartners.com
with a copy (which will not constitute notice) to:
Kirkland & Ellis
26th Floor, Gloucester Tower, The Landmark
15 Queen’s Road Central, Hong Kong
Attention: Jesse Sheley; Joseph Raymond Casey
Email: jesse.sheley@kirkland.com; joseph.casey@kirkland.com
If
to the Investor:
Tokyo Century Corporation
[●]
Attention: [●]
Email: [●]
17. Counterparts.
This Deed may be executed in two or more counterparts (any of which may be delivered by electronic transmission), each of which shall
constitute an original, and all of which taken together shall constitute one and the same instrument, and shall include images of manually
executed signatures transmitted by electronic format (including, without limitation, “pdf”, “tif” or “jpg”)
and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic
records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic
means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping
system to the fullest extent permitted by applicable law.
18. Entire
Agreement. This Deed and the agreements referenced herein constitute the entire agreement and understanding of the parties hereto
in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among the parties
hereto to the extent that they relate in any way to the subject matter hereof.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned has executed
and delivered this Deed of Non-Redemption as a deed as of the date first written above.
| SIGNED, SEALED AND DELIVERED AS A DEED in the name
of |
) |
|
/s/
Yoshimasa Kaneko |
 |
| TOKYO CENTURY CORPORATION |
) |
|
| by its duly authorized representative |
) |
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) |
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) |
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) |
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| in the presence of: |
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By executing this document the signatory warrants that
the signatory is duly authorized to execute this document on behalf of Tokyo Century Corporation |
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|
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| /s/ Shunji Uchida |
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| Signature of Witness |
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| Name: Shunji Uchida |
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[Signature Page to Deed
of Non-Redemption]
IN WITNESS WHEREOF, the undersigned has executed
and delivered this Deed of Non-Redemption as a deed as of the date first written above.
SIGNED,
SEALED AND DELIVERED AS A DEED in the name
of AP ACQUISITION CORP by its duly authorized representative
|
)
) |
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/s/ Keiichi Suzuki |
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) |
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) |
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) |
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) |
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| in the presence of: |
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By executing this document the signatory warrants that the signatory is duly authorized to execute this document on behalf of AP Acquisition Corp |
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|
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| /s/ Shinya Takizawa |
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| Signature of Witness |
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| Name: Shinya Takizawa |
|
|
|
[Signature Page to Deed
of Non-Redemption]
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