0000912057-14-000486 Sample Contracts

SHARE SUBSCRIPTION AGREEMENT
Share Subscription Agreement • December 19th, 2014 • DAVIDsTEA Inc. • Retail-food stores • Quebec

Share Subscription Agreement dated March 21, 2014 between Highland Consumer Fund I Limited Partnership, Highland Consumer Fund I-B Limited Partnership and Highland Consumer Entrepreneurs Fund I Limited Partnership (collectively, the “Investor”) and DAVIDsTEA Inc. (the “Corporation”).

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EQUITY PARTICIPATION AGREEMENT
Equity Participation Agreement • December 19th, 2014 • DAVIDsTEA Inc. • Retail-food stores • Quebec

Equity Participation Agreement made as of the 25th day of July, 2014 between DavidsTea Inc. (“Corporation”) and Marc Macdonald (“Awardholder”).

LEASE AGREEMENT
Lease Agreement • December 19th, 2014 • DAVIDsTEA Inc. • Retail-food stores

BETWEEN: OLYMBEC DEVELOPMENT (2004) INC., having its head office at 333, Decarie Blvd, 5th Floor, St-Laurent, Quebec H4N 3M9, acting and represented by , duly authorized for the purposes of these presents, Q.S.T.: 1018121341 TQ0001 G. S.T.: 140834946

SECOND ADDENDUM TO THE LEASE - SECOND ADDITIONAL PREMISES
DAVIDsTEA Inc. • December 19th, 2014 • Retail-food stores

WHEREAS the Lessor and the Lessee (the “Parties”) entered into a Lease Agreement dated April 28th, 2010, (the “Lease”) the whole with respect to the premises forming part of Lessor’s building known as 5690-5700 Paré Street, Town of Mount-Royal, Province of Quebec (the “Building”), which premises bear civic number 5690 and 5692 Paré, having a rentable area of approximately TWENTY-THREE THOUSAND ONE HUNDRED FIFTY-TWO (23,152) SQUARE FEET (which includes service areas) (the “Initial Premises”);

LOAN AGREEMENT with effect as of April 3, 2012.
Loan Agreement • December 19th, 2014 • DAVIDsTEA Inc. • Retail-food stores • Quebec

WHEREAS, on the date hereof, the Borrower has repaid an amount of $7,499,999.76 owed under the loan by the issuance in favour of the Lender 1,396,648 Series A Preferred Shares of its share capital;

THIRD AMENDMENT TO THE LEASE RENEWAL OF THE LEASE TERM
DAVIDsTEA Inc. • December 19th, 2014 • Retail-food stores

WHEREAS the Lessor and the Lessee (the “Parties”) entered into a Lease Agreement dated April 28th, 2010, (the “Lease”) the whole with respect to the premises forming part of Lessor’s building known as 5690-5700 Pare Street, Town of Mount-Royal, Province of Quebec (the “Building”), which premises bear civic number 5690 and 5692 Paré, having a rentable area of approximately TWENTY-THREE THOUSAND ONE HUNDRED FIFTY-TWO (23,152) SQUARE FEET (which includes service areas) (the “Initial Premises”);

MONTH TO MONTH TENANCY AGREEMENT
Month to Month Tenancy Agreement • December 19th, 2014 • DAVIDsTEA Inc. • Retail-food stores • Quebec

This Agreement (the “Agreement”) made this 14th day of February 2011, by and between Le Chateau Inc. a Canadian corporation, having offices at 8300 Decarie, Montreal, Quebec H4P 2P5 (the “Licensor”) and DAVIDs TEA Inc., a Canadian corporation, having offices at 5775A, Ferrier Street, Mont-Royal, Quebec H4P 1N3 (the “Licensee”).

DAVIDSTEA INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT FEBRUARY 24, 2014
Investors’ Rights Agreement • December 19th, 2014 • DAVIDsTEA Inc. • Retail-food stores • Quebec

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 24th day of February, 2014, by and among DAVIDsTEA Inc., a Canadian corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, Rainy Day Investments Ltd. and David Segal (individually a “Founder” and collectively the “Founders”) and Capital GVR Inc. (the “Director Investor”).

AGREEMENT OF LEASE entered into at the City of Montreal, Province of Quebec, this 22nd day of July, 2013.
Agreement of Lease • December 19th, 2014 • DAVIDsTEA Inc. • Retail-food stores • Quebec

BETWEEN: S. ROSSY INVESTMENTS INC. a corporation duly incorporated according to law, having offices at 5690 Royalmount Avenue, Town of Mount Royal, Quebec (H4P 1K4), herein acting and represented by Mr. Larry Rossy, its President, duly authorized as he so declares,

DAVIDsTEA INC. AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT FEBRUARY 24, 2014
Sale Agreement • December 19th, 2014 • DAVIDsTEA Inc. • Retail-food stores • Quebec

THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND COSALE AGREEMENT is made as of the 24th day of February, 2014 by and among DAVIDsTEA Inc., a Canadian corporation (the “Company”), the Investors listed on Schedule A. the Key Holders listed on Schedule B and the Common Shareholders listed on Schedule C.

AGREEMENT OF SUBLEASE
Agreement of Sublease • December 19th, 2014 • DAVIDsTEA Inc. • Retail-food stores • Quebec

THIS AGREEMENT OF SUBLEASE (“Agreement”) is made as of this 26th day of April, 2012, by and between Le Château Inc., a Canadian corporation, having offices at 8300 Decarie, Montreal, Quebec H4P 2P5 (Tenant”) and DAVIDSTEA Inc., a Canadian corporation, having offices at 5775A Ferrier, Mount-Royal, Quebec H4P 1N3 (“Subtenant”).

LICENSE AGREEMENT
License Agreement • December 19th, 2014 • DAVIDsTEA Inc. • Retail-food stores • Ontario

This Agreement (the “Agreement”) made this 18 day of June 2008, by and between Le Château Inc. (the “Licensor”) and DAVIDs TEA INC. (the “Licensee”).

EQUITY PARTICIPATION AGREEMENT
Equity Participation Agreement • December 19th, 2014 • DAVIDsTEA Inc. • Retail-food stores • Quebec

Equity Participation Agreement made as of the 22 day of February 2013 between DavidsTea Inc. (“Corporation”) and Luis Borgen (“Awardholder”).

FIRST ADDENDUM TO THE LEASE — ADDITIONAL PREMISES AND RENEWAL OF THE COMBINED PREMISES
DAVIDsTEA Inc. • December 19th, 2014 • Retail-food stores

WHEREAS the Lessor and the Lessee (the “Parties”) entered into a Lease Agreement dated April 28th, 2010, (the “Lease”) the whole with respect to the premises forming part of Lessor’s building known as 5690-5700 Paré Street, Town of Mount-Royal, Province of Quebec (the “Building”), which premises bear civic number 5690 and 5692 Paré, having a rentable area of approximately TWENTY-THREE THOUSAND ONE HUNDRED FIFTY-TWO (23,152) SQUARE FEET (which includes service areas) and represents 36.76% of the total rentable area of the Building (the “Initial Premises”);

DAVIDsTEA INC. AMENDED AND RESTATED VOTING AGREEMENT FEBRUARY 24, 2014
Voting Agreement • December 19th, 2014 • DAVIDsTEA Inc. • Retail-food stores • Quebec
Davids Tea Inc. Jody Bessner, Lease Administrator
DAVIDsTEA Inc. • December 19th, 2014 • Retail-food stores
RE: License Agreement Extension
DAVIDsTEA Inc. • December 19th, 2014 • Retail-food stores
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