0001753926-24-000389 Sample Contracts

SHARE OPTION AGREEMENT
Share Option Agreement • February 27th, 2024 • Veg House Holdings Inc. • Retail-grocery stores

This Share Option Agreement (this “Agreement”) is made and entered into as of the Grant Date specified below by and between Veg House Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), and the participant named below (the “Participant”).

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THIS AGREEMENT is dated [DATE] BETWEEN: WHEREAS: THE PARTIES AGREE as follows:
Agreement • February 27th, 2024 • Veg House Holdings Inc. • Retail-grocery stores
ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS
Assignment and Assumption of Membership Interests • February 27th, 2024 • Veg House Holdings Inc. • Retail-grocery stores

THIS ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS (this “Assignment”) is entered into as of May 26, 2021, by and between MK Cuisine Global LLC, a Delaware limited liability company (“Seller”), and PlantX Lifestyle USA Inc., a Delaware corporation (“Buyer”), and acknowledged and agreed to by Plant-Based Deli, LLC, a California limited liability company (the “Company”).

FOURTH AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • February 27th, 2024 • Veg House Holdings Inc. • Retail-grocery stores
OFFICE LEASE SUITE 504
Office Lease • February 27th, 2024 • Veg House Holdings Inc. • Retail-grocery stores • British Columbia
SUBSCRIPTION AGREEMENT
Subscription Agreement • February 27th, 2024 • Veg House Holdings Inc. • Retail-grocery stores

In addition to the cash consideration mentioned above, I hereby make the following representations as a condition to the Company’s acceptance of this subscription:

MANAGEMENT AGREEMENT
Management Agreement • February 27th, 2024 • Veg House Holdings Inc. • Retail-grocery stores • Illinois

This management agreement (“Agreement”) is entered into and effective on November 1, 2023 (the “Effective Date”) by and between PlantX Midwest Inc., a Delaware corporation (“Company”), a wholly-owned subsidiary of PlantX Life Inc., a British Columbia corporation (“PlantX”), and Veg House Illinois Inc., an Illinois corporation (“Manager”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • February 27th, 2024 • Veg House Holdings Inc. • Retail-grocery stores • Delaware

This Assignment and Assumption Agreement (the “Agreement”), effective as of December 12, 2021 (the “Effective Date”), is by and between Peter Rubi, LLC, an Illinois limited liability company (“Seller”), and PlantX Midwest Inc., a Delaware corporation (“Buyer”).

RESTRICTED SHARE UNIT AWARD AGREEMENT
Restricted Share Unit Award Agreement • February 27th, 2024 • Veg House Holdings Inc. • Retail-grocery stores

This Restricted Share Unit Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”), by and between Veg House Holdings Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), and ______________ (the “Grantee”).

AMENDMENT NO. 2 TO THE SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • February 27th, 2024 • Veg House Holdings Inc. • Retail-grocery stores • British Columbia

This Amendment No. 2 (“Amendment No. 2”) to the Share Exchange Agreement dated January 16, 2023 (the “Initial Share Exchange Agreement”) and amended on February 28, 2023 (“Amendment No. 1” and together with the Initial Share Exchange Agreement, the “Share Exchange Agreement”) is made and entered into as of September 27, 2023 (“Effective Date”) by and among:

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • February 27th, 2024 • Veg House Holdings Inc. • Retail-grocery stores • British Columbia
Re: Agreement to Lease – 163 Sterling Road, Toronto, Ontario
Lease • February 27th, 2024 • Veg House Holdings Inc. • Retail-grocery stores

Outlined below are the terms upon which 1167681 Ontario Limited (the “Landlord”) is prepared to lease premises to EH COFFEE CORP (the “Tenant”):

AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENT
Sublease Agreement • February 27th, 2024 • Veg House Holdings Inc. • Retail-grocery stores • British Columbia

This Amendment No. 1 (“Amendment No.1”) to the Share Exchange Agreement dated January 16, 2023 (“Share Exchange Agreement”) is made and entered into as of February 28, 2023 (“Effective Date”) by and among:

SUBSCRIPTION AGREEMENT (This “Agreement”)
Subscription Agreement • February 27th, 2024 • Veg House Holdings Inc. • Retail-grocery stores • New York

Subscription. The undersigned (sometimes referred to herein as the “Investor” or “I” or “me”) hereby subscribes for and agrees to purchase the Common Shares (as defined below) of Veg House Holdings Inc., a Cayman Islands exempted company limited by shares (the “Company”), for the purchase price (the “Purchase Price”) set forth on the signature page hereto, on the terms and conditions described herein, in the investor package of which this Agreement forms a part (the “Investor Package”) and in the other exhibits to the Investor Package (collectively, the “Offering Documents”). Terms not defined herein are as defined elsewhere in the Offering Documents. The Company is seeking to raise a minimum of US$500,000.00 (the “Minimum Offering Amount”) and maximum of US$3,000,000.00 (the “Maximum Offering Amount”) in this Offering. The minimum amount of investment required from any one subscriber to participate in this Offering is US$25,000.00, however, the Company reserves the right, in its sole

CONSULTING AGREEMENT
Consulting Agreement • February 27th, 2024 • Veg House Holdings Inc. • Retail-grocery stores

This consulting agreement (this “Agreement”), effective as of [•], 2024, (the “Effective Date”), is between Veg House Holdings Inc. (the “Company”) and [•] (the “Consultant”).

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