UNDERWRITING AGREEMENT between VEG HOUSE HOLDINGS INC. and EF HUTTON LLC as Representative of the Several Underwriters VEG HOUSE HOLDINGS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2024 • Veg House Holdings Inc. • Retail-grocery stores • New York
The undersigned, Veg House Holdings Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton LLC (hereinafter referred to as “you” (including its correlatives), or “EF Hutton” or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” and, individually, an “Underwriter”) for the purchase and sale of the Company’s common shares, par value $0.0001 per share (the “Common Shares”) pursuant to the following terms:
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 5th, 2024 • Veg House Holdings Inc. • Retail-grocery stores
INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of __________, 2023 by and between Veg House Holdings Inc., an exempted company limited by shares incorporated and existing under the laws of the Cayman Islands (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
Veg House Holdings Inc. Warrant To Purchase Common SharesWarrant Agreement • March 6th, 2024 • Veg House Holdings Inc. • Retail-grocery stores • New York
Veg House Holdings Inc., a Cayman Islands exempted company limited by shares (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Boustead Securities, LLC , the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, Company common shares, par value $0.0001 (“Common Shares”) (including any Warrants to purchase shares issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof, to the extent permitted by the applicable SEC and FINRA rules, but not after 11:59 p.m., Eastern Time, on the Expiration Date (as defined below), 52,500 (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Shares (the “Warrant Shares”).
COMMON STOCK PURCHASE WARRANT VEG HOUSE HOLDINGS INC.Common Stock Purchase Warrant • March 14th, 2024 • Veg House Holdings Inc. • Retail-grocery stores
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, DOMINARI SECURITIES LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on OCTOBER 4, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from VEG HOUSE HOLDINGS INC., a Cayman Islands exempted company (the “Company”), up to 32,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SHARE OPTION AGREEMENTShare 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”).
Special Advisor AgreementSpecial Advisor Agreement • March 6th, 2024 • Veg House Holdings Inc. • Retail-grocery stores
This Special Advisor Agreement (the “Agreement”) is entered into the date set forth on the signature page by and between Veg House Holdings Inc., a Cayman Islands company (the “Company”) and the undersigned special advisor (the “Special Advisor”). The Company and the Special Advisor may be referred to herein individually as a “Party” or collectively, as the “Parties.”
Lock-Up AgreementLock-Up Agreement • April 25th, 2024 • Veg House Holdings Inc. • Retail-grocery stores
THIS AGREEMENT is dated [DATE] BETWEEN: WHEREAS: THE PARTIES AGREE as follows:Share Purchase Agreement • February 27th, 2024 • Veg House Holdings Inc. • Retail-grocery stores
Leak-out AgreementLeak-Out Agreement • March 29th, 2024 • Veg House Holdings Inc. • Retail-grocery stores
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • February 5th, 2024 • Veg House Holdings Inc. • Retail-grocery stores
INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) dated ________, 2023 by and between Veg House Holdings Inc., an exempted company limited by shares incorporated and existing under the laws of the Cayman Islands (the “Company”), and the undersigned (the “Director”).
ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTSAssignment 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 AGREEMENTManagement Agreement • February 27th, 2024 • Veg House Holdings Inc. • Retail-grocery stores
OFFICE LEASE SUITE 504Office Lease • February 27th, 2024 • Veg House Holdings Inc. • Retail-grocery stores • British Columbia
SUBSCRIPTION AGREEMENTSubscription 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:
Advisor AgreementAdvisor Agreement • February 5th, 2024 • Veg House Holdings Inc. • Retail-grocery stores
This Advisor Agreement (the “Agreement”) is entered into the date set forth on the signature page by and between Veg House Holdings Inc., a Cayman Islands company (the “Company”) and the undersigned advisor (the “Advisor”). The Company and the Advisor may be referred to herein individually as a “Party” or collectively, as the “Parties.”
MANAGEMENT AGREEMENTManagement 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 AGREEMENTAssignment 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 AGREEMENTRestricted 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”).
SHARE PURCHASE AND DEBT SETTLEMENT AGREEMENTShare Purchase and Debt Settlement Agreement • April 25th, 2024 • Veg House Holdings Inc. • Retail-grocery stores • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is dated as of January 25, 2024, between PlantX Life Inc., a company existing under the laws of the Province of British Columbia (the “Seller”), and Cay Innovations Limited, a company existing under the laws of the Bahamas (including its successors and assigns, a “Purchaser”).
NON-INDEPENDENT DIRECTOR AGREEMENTNon-Independent Director Agreement • February 5th, 2024 • Veg House Holdings Inc. • Retail-grocery stores
NON-INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) dated _____________, 2023, by and between Veg House Holdings Inc., an exempted company limited by shares incorporated and existing under the laws of the Cayman Islands (the “Company”), and the undersigned (the “Director”).
AMENDMENT NO. 2 TO THE SHARE EXCHANGE AGREEMENTShare 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 AGREEMENTShare Exchange Agreement • February 27th, 2024 • Veg House Holdings Inc. • Retail-grocery stores • British Columbia
Re: Agreement to Lease – 163 Sterling Road, Toronto, OntarioLease Agreement • 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”):
Lock-Up AgreementLock-Up Agreement • April 25th, 2024 • Veg House Holdings Inc. • Retail-grocery stores
The undersigned, a holder of 200,000 common shares, par value $0.0001 (“Common Shares”) of Veg House Holdings Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”) understands that you, as Representative of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the public offering (the “Public Offering”) by the several Underwriters named a schedule to the Underwriting Agreement (the “Underwriters”), of Common Shares. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
AMENDMENT NO. 1 TO THE SHARE EXCHANGE AGREEMENTShare Exchange 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 AGREEMENTConsulting 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”).
