Happy City Holdings LTD Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2025 • Happy City Holdings LTD • Retail-eating places • Hong Kong

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [November 1, 2024] by and between Happy City Holdings Limited, an company incorporated under the laws of the British Virgin Islands with limited liability (the “Company”), and Ao Wai Man, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries (collectively, the “Group”).

HAPPY CITY HOLDINGS LIMITED FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • April 29th, 2025 • Happy City Holdings LTD • Retail-eating places • New York

The undersigned, Happy City Holdings Limited, a British Virgin Islands company ( “Company”), hereby confirms its agreement (this “Agreement” or the “Underwriting Agreement”) with Dominari Securities LLC (the “Representative” of several underwriters as disclosed in Schedule A attached hereto and the term Representative as used herein shall have the same meaning as underwriter, collectively the “Underwriters” and each an “Underwriter”) to issue and sell to the Underwriters an aggregate of [●] ordinary shares, par value $[●] per share, of the Company (the “Firm Shares”). The Company also agrees to issue and sell to the Underwriters not more than an additional [●] shares of its ordinary shares, par value $[●] per share (the “Option Shares”), if and to the extent that the Representatives shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of Option Shares granted to the Underwriters under Section 1 hereof. The Firm Shares and the Option Shares

HAPPY CITY HOLDINGS LIMITED UNDERWRITING AGREEMENT
Underwriting Agreement • June 26th, 2025 • Happy City Holdings LTD • Retail-eating places • New York

The undersigned, Happy City Holdings Limited, a British Virgin Islands company ( “Company”), hereby confirms its agreement (this “Agreement” or the “Underwriting Agreement”) with Dominari Securities LLC (the “Representative” of several underwriters as disclosed in Schedule A attached hereto and the term Representative as used herein shall have the same meaning as underwriter, collectively the “Underwriters” and each an “Underwriter”) to issue and sell to the Underwriters an aggregate of 1,100,000 Class A Ordinary Shares of no par value, of the Company (the “Firm Shares”). The Company also agrees to issue and sell to the Underwriters not more than an additional 165,000 shares of its Class A Ordinary Shares of no par value (the “Option Shares”), if and to the extent that the Representatives shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of Option Shares granted to the Underwriters under Section 1 hereof. The Firm Shares and the Option

Restaurant Management Agreement
Restaurant Management Agreement • March 17th, 2025 • Happy City Holdings LTD • Retail-eating places
Restaurant Management Agreement
Restaurant Management Agreement • March 17th, 2025 • Happy City Holdings LTD • Retail-eating places
License Agreement
License Agreement • March 17th, 2025 • Happy City Holdings LTD • Retail-eating places
Dated the 4th day of January 2022 YUE TUNG CHING KEE COMPANY LIMITED and MILLION GREAT INTERNATIONAL LIMITED TENANCY AGREEMENT of
Tenancy Agreement • March 17th, 2025 • Happy City Holdings LTD • Retail-eating places

AN AGREEMENT made the 4th day of January 2022 BETWEEN the Landlord whose name address or registered office and description are set out in Part I of the First Schedule hereto (hereinafter called “the Landlord”) of the one part and the Tenant whose name address or registered office and description are set out in Part II of the First Schedule hereto (hereinafter called “the Tenant”) of the other part WHEREBY IT IS HEREBY MUTUALLY AGREED by and between the said parties as follows :-

AN AGREEMENT made this 31st day of July Two Thousand and Twenty-Four
Lease Agreement • March 17th, 2025 • Happy City Holdings LTD • Retail-eating places

Parties BETWEEN (i) the Company detailed as the Landlord in Part I of the Schedule hereto (hereinafter referred to “the Landlord” which expression shall where the context admits include its successor(s) in title and assign(s) and any person(s) or company(ies) for the time being entitled to the immediate reversion expectant upon the term hereby created) of the first part and (ii) the person firm or company detailed as the Tenant in Part I of the Schedule hereto (hereinafter referred to “the Tenant”) of the other part.

Restaurant Management Agreement
Restaurant Management Agreement • March 17th, 2025 • Happy City Holdings LTD • Retail-eating places