Just Kitchen Holdings Corp. — M&A Activity 2023

May 29, 2023

Execution Version

VOTING, SUPPORT & GUARANTEE AGREEMENT

THIS VOTING, SUPPORT & GUARANTEE AGREEMENT (this “ Agreement ”) is made as of the 19[th] day of May, 2023

BETWEEN:

JASON HSIN-HOW CHEN,

of No. 1881, Sec. 2, Zhongcheng Rd., Shilin Dist., Taipei City, Taiwan

(hereinafter called “ Chen ”),

AND

JERRY TAI-HAN CHIU,

of 12F-A, No. 100, Sec. 2, Bade Rd., Zhongshan Dist., Taipei City, 104097, Taiwan

(hereinafter called “ Chiu ”),

AND

FREDDIE HSI-LIANG LIU,

of 19F-3, No. 77, Section 2, Dun Hua South Rd., Taipei, 106, Taiwan

(hereinafter called the “ Liu ”),

AND

SHENG MIN SU,

of 17F Number 77, Tunhwa South Road Section 2, Taipei, Taiwan

(hereinafter called the “ Su ,” and together with Chen, Chiu and Liu, the “ Securityholders ”),

AND

JUST KITCHEN HOLDINGS CORP.,

a corporation existing under the laws of British Columbia,

(hereinafter called the “ Company ”),

WHEREAS :

A. the Securityholders, directly or indirectly through their respective affiliates, are the legal and beneficial holders of all of the shares of JF Investment Co., Ltd. (the “ Purchaser ”);

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B. the Purchaser is concurrently herewith entering into an arrangement agreement (the “ Arrangement Agreement ”) with the Company and JustKitchen Co. Ltd., a wholly-owned subsidiary of the Company, which provides, among other things, that the Purchaser will acquire, pursuant to a plan of arrangement (the “ Plan of Arrangement ”) under the Business Corporations Act (British Columbia), all of the issued and outstanding common shares (“ Shares ”) of the Company (the “ Transaction ”);

C. the Securityholders, directly or indirectly through their respective affiliates, are the legal and beneficial owners of certain Shares, and certain stock options (“ Options ”), restricted share units (the “ RSUs ”) and/or warrants (“ Performance Warrants ”) exercisable into Shares, each as more particularly set forth in Schedule “A” to this Agreement;

D. this Agreement sets out the terms and conditions of the agreement of each of the Securityholders: (i) to vote, or cause to be voted, all Shares and all Options (collectively with Options, the “ Locked-Up Securities ”) held by such Securityholder in favour of the Transaction and any other matter that could reasonably be expected to facilitate the Transaction; (ii) to not convey, sell, transfer, encumber or otherwise dispose of the Locked-Up Securities prior to the completion of the Transaction; (iii) to consent to the terms of the Plan of Arrangement and the treatment of such Securityholder’s Shares thereunder; and (iv) to guarantee the performance of the obligations of the Purchaser pursuant to the Arrangement Agreement; and

E. the Company is relying on the covenants, representations and warranties of the Securityholder set forth in this Agreement in connection with the Company’s execution and delivery of the Arrangement Agreement.

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged by the parties, the parties hereto covenant and agree as follows: ARTICLE 1 INTERPRETATION

1.1 All capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed to them in the Arrangement Agreement. All references herein to the Arrangement Agreement or any portion thereof refer to the Arrangement Agreement as amended, modified, restated or waived.

1.2 For greater certainty, for the purposes of this Agreement, the term “Shares” shall include all the common shares of the Company that are beneficially owned by, or otherwise directly or indirectly controlled or directed by, the applicable Securityholder, as constituted at the date hereof, listed on Schedule A hereto and includes:

• (a) all Shares of the Company that may become beneficially owned by, or otherwise directly or indirectly controlled or directed by the Securityholder after the date hereof and prior to the Effective Time, including all Shares issued upon the exercise or conversion by the Shareholder of Options, RSUs, Performances Warrants or any other convertible security of the Company owned by the Securityholder or which may otherwise be acquired by the Securityholder after the date hereof and prior to the Effective Time; and

• (b) any other voting securities of the Company that may result from a reclassification, conversion, consolidation, subdivision or exchange of, or distribution or dividend on, such

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shares or capital reorganization of the Company and all other securities exercisable, convertible or exchangeable into any of the foregoing.

1.3 In this Agreement, unless otherwise expressly stated or the context otherwise requires:

• (a) references to “herein”, “hereby”, “hereunder”, “hereof” and similar expressions are references to this Agreement and not to any particular Section of or Schedule to this Agreement;

• (b) references to a “Section”, “clause” or a “Schedule” are references to a Section or clause of or Schedule to this Agreement;

• (c) the use of headings is for convenience of reference only and shall not affect the construction or interpretation hereof;

• (d) if the date on which any action is required to be taken hereunder by any of the parties is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day;

• (e) a period of Business Days is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. (Vancouver time) on the last day of the period if the period is a Business Day or at 4:30 p.m. (Vancouver time) on the next Business Day if the last day of the period does not fall on a Business Day;

• (f) the terms “material” and “materially” shall, when used in this Agreement, be construed, measured or assessed on the basis of whether the matter would materially affect a party and its subsidiaries, taken as a whole; and

• (g) wherever the term “includes” or “including” is used, it shall be deemed to mean “includes, without limitation” or “including, without limitation”, respectively.

1.4 References to the “knowledge of the Securityholder” mean the actual knowledge or awareness, after due inquiry, of the applicable Securityholder.

ARTICLE 2 AGREEMENT TO VOTE THE SHARES

2.1 Each of the Securityholders hereby covenants and irrevocably agrees that it shall:

• (a) vote (or cause to be voted) all of its Locked-Up Securities (to the extent that such LockedUp Securities are entitled to a vote in respect of such matters):

• (i) in favour of the approval, consent, ratification and adoption of the Arrangement Resolution, the Arrangement Agreement, and the Plan of Arrangement (and any actions required in furtherance thereof) at every meeting of the securityholders of the Company at which such matters are considered and at every adjournment or postponement thereof, and not withdraw any proxies or change its vote in respect thereof; and

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  • (ii) against any resolution proposed by any Person that could adversely affect or reduce the likelihood of the successful completion of the Arrangement or delay or interfere with, the completion of the Arrangement;

• (b) except as contemplated by this Agreement, not vote or grant to any Person other than any Person designated by the Company, a proxy or form of proxy to vote, or enter into any voting trust, vote pooling or other agreement with respect to the right to vote its LockedUp Securities (and will cause such Locked-Up Securities not to be voted) in favour of any Acquisition Proposal;

• (c) deliver, or cause to be delivered, to the Company’s transfer agent, or as otherwise directed by the Company, after receipt of proxy materials for, and no later than ten (10) calendar days before the date of the Company Meeting, or any other meeting of the securityholders (or any of them) of the Company called for the purpose of approving the Arrangement Resolution, the Arrangement Agreement and/or the Plan of Arrangement, a duly executed proxy or form of proxy (or other voting instrument) directing that the Locked-Up Securities be voted at such meeting in favour of the Arrangement Resolution and the foregoing related matters. The Securityholder hereby further agrees that neither it nor any Person on its behalf will take any action to withdraw, amend or invalidate any such proxy (or other voting instrument) unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument);

• (d) not support any action that is intended or could be expected to impede, interfere with, delay, postpone or discourage the completion of the Arrangement or the Plan of Arrangement; and

• (e) not do anything that could be expected to frustrate or hinder the consummation of the Arrangement or the Plan of Arrangement.

• 2.2 Each of the Securityholders hereby agrees not to:

• (a) assert or exercise any dissent rights in respect of the Arrangement that the Securityholder may have; or

• (b) commence or participate in, and shall, and hereby agrees to, take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company or any of its subsidiaries (or any of its successors) relating to the negotiation, execution and delivery of the Arrangement Agreement or the consummation of the Arrangement.

2.3 Each of the Securityholders hereby revokes any and all previous proxies granted that may conflict or be inconsistent with the matters set forth in this Agreement and the Securityholder agrees not to, directly or indirectly, grant any other proxy or power of attorney with respect to the matters set forth in this Agreement except as expressly required or permitted by this Agreement.

ARTICLE 3 CONSENT TO THE PLAN OF ARRANGEMENT

3.1 Each of the Securityholders hereby consents to the terms of the Plan of Arrangement and the treatment of such Securityholder’s Shares thereunder. Each of the Securityholders acknowledges and agrees that the Securityholder will not receive the Cash Consideration with respect to the Securityholder’s

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Shares and instead will receive the JK Taiwan Share Consideration with respect to all of the Securityholder’s Shares in accordance with the Plan of Arrangement (as such terms are defined in the Arrangement Agreement).

ARTICLE 4

GUARANTEE OF PURCHASER’S OBLIGATIONS

4.1 Each of the Securityholders hereby, severally, unconditionally and irrevocably guarantees pro rata to each Securityholder’s percentage ownership of the Purchaser, and covenants to and in favour of the Company that the Purchaser shall duly observe and perform the obligations of the Purchaser to the Company pursuant section 2.9.2 of the Arrangement Agreement (Payment of Consideration and Other Amounts to the Depositary) (the “ Guaranteed Obligations ”).

4.2 In regards to the Guaranteed Obligations, each of the Securityholders agrees that:

• (a) if the Purchaser shall be in default under the Arrangement Agreement, the Securityholder shall become liable to the Company for all damages, costs and losses accruing to the Company as a result of such default;

• (b) the Securityholder shall, for all purposes of the guarantee provided under Section 4.1, be regarded as in the same position as the Purchaser and hereby expressly waives demand, presentment, protest or notice there and of default;

• (c) the obligation of the Securityholder under Section 4.1 shall be deemed to arise in respect of each default of the Purchaser under the Arrangement Agreement;

• (d) the Company shall not be bound to have recourse to or exhaust its recourse against the Purchaser any other person or persons before enforcing the Company’s rights against the Securityholder; and

• (e) the Securityholder shall not be released and the liability of the Securityholder under Section 4.1 shall not be limited or lessened by any variation in or departure from the provisions of the Arrangement Agreement, or by the Company granting time, accepting proposals or otherwise dealing with the Purchaser, or any other thing of a like nature to the foregoing or otherwise, including without limitation, the bankruptcy or insolvency of the Purchaser or the dissolution of the Purchaser.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE SECURITYHOLDER

5.1 Each of the Securityholders represents, warrants and, where applicable, covenants to the Company as follows and acknowledges that the Company is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement: (a) the Securityholder has the capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his or her obligations hereunder;

• (b) this Agreement has been duly executed and delivered by the Securityholder and, assuming the due authorization, execution and delivery by the Company and each of the other Securityholders, constitutes a legal, valid and binding obligation, enforceable by the Company against the Securityholder in accordance with its terms, subject, however, to

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limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;

• (c) (i) the Securityholder is either (A) the legal and beneficial owner of record or (B) the beneficial owner exercising control and direction over (but not the holder of record) the number of Shares, Options, RSUs and Performance Warrants listed opposite the Securityholder’s name on Schedule A to this Agreement, (ii) the only Shares, Options, RSUs and Performance Warrants over which control or discretion is exercised by the Securityholder, are those listed opposite the Securityholder’s name on Schedule A; and (iii) except as listed on Schedule A, the Securityholder has no agreement, or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder of any additional Shares or other securities of the Company;

• (d) the Securityholder has the sole right to sell and vote all the Locked-Up Securities beneficially owned by the Securityholder and all the Locked-Up Securities held by the Securityholder shall, at the time at which the Purchaser acquires such Locked-Up Securities, be beneficially owned solely by the Securityholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever;

• (e) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Securityholder of any of the Locked-Up Securities beneficially owned by the Securityholder or any interest therein or right thereto including any right to vote, except in connection with the Arrangement Agreement;

• (f) none of the execution and delivery by the Securityholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder’s obligations hereunder will result in a breach of: (i) any agreement or instrument to which the Securityholder is a party or by which the Securityholder or any of the Securityholder’s property or assets is bound; (ii) any judgment, decree, order or award of any Governmental Entity; or (iii) any law, statute, ordinance, regulation or rule relevant in the context of the Transaction or this Agreement; and

• (g) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Securityholder, threatened against the Securityholder or its affiliates that would adversely affect in any manner the ability of the Securityholder to enter into this Agreement and to perform its obligations hereunder or the title of the Securityholder to any of the Locked-Up Securities.

Except for the representation and warranty in clause (d) above, which shall survive indefinitely, the representations and warranties of the Securityholder set forth in this Article 5 shall not survive the completion of the Transaction.

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ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

6.1 The Company represents, warrants and, where applicable, covenants to the Securityholders as follows and acknowledges that the Securityholders are relying upon these representations, warranties and covenants in connection with the entering into of this Agreement:

• (a) the Company is validly existing as a corporation under the laws of the Province of British Columbia and has the requisite corporate power and authority to conduct its business as it is now being conducted and to enter into this Agreement and to perform its obligations hereunder;

• (b) the execution and delivery of this Agreement by the Company and the performance by it of its obligations hereunder have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its obligations hereunder; and

• (c) this Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery by the Securityholder, constitutes a legal, valid and binding obligation, enforceable by the Securityholder against the Company in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought.

The representations and warranties of the Company set forth in this Article 6 shall survive the completion of the purchase by the Company of the Locked-Up Securities under the Transaction and, despite such completion, shall continue in full force and effect for the benefit of the Securityholder for a period of one year thereafter.

ARTICLE 7 TERMINATION

• 7.1 This Agreement shall automatically terminate on the first to occur of:

• (a) the Effective Time; and

• (b) the date, if any, that the Arrangement Agreement is terminated in accordance with its terms.

• 7.2 This Agreement may be terminated: by any of the Securityholders upon notice to the

Company if:

• (a) the Company has breached or is in default of any of its covenants or obligations under this Agreement in a material way; or

(b) any of the representations or warranties of the Company under this Agreement shall have been at the date hereof, or subsequently become, untrue or incorrect in any material respect.

7.3 Upon termination of this Agreement in accordance with this Article 7, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a

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breach of any covenant, agreement or obligation hereunder, or a misrepresentation in this Agreement occurring prior to such termination.

ARTICLE 8 DISCLOSURE

8.1 Except as required by applicable Law or by any Governmental Entity or in accordance with the requirements of any stock exchange, no party shall make any public announcement or statement with respect to this Agreement without the approval of the other, which shall not be unreasonably withheld or delayed. The parties acknowledge and agree that this Agreement may be summarized in, referred to and/or annexed to any circular in respect of the Transaction or other disclosure document in connection with the Transaction and in any public announcement or statement by the Purchaser or the Company with respect thereto and will be publicly filed where required by applicable Law. A copy of this Agreement may be provided to the Board.

ARTICLE 9 GENERAL

9.1 This Agreement shall become effective as and among the Company and each of the Securityholders concurrently upon execution and delivery of the Arrangement Agreement by the Company and the Purchaser and execution and delivery hereof by the Securityholders and the Company.

9.2 The Securityholders and the Company shall, from time to time, promptly execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require to effectively carry out the intent of this Agreement.

9.3 This Agreement shall not be assignable by any party without the prior written consent of the other parties. This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns.

9.4 Time shall be of the essence of this Agreement.

9.5 Any notice or other communication required or permitted to be given hereunder shall be sufficiently given if in writing and delivered by overnight courier or by hand:

• (a) in the case of the Company:

Just Kitchen Holdings Corp. Suite 1430, 800 West Pender Street Vancouver, British Columbia V6C 2V6

Attention: Darren Devine, Director Email

with a copy (which shall not constitute notice) to:

McMillan LLP Suite 1500 - 1055 West Georgia Street Vancouver, British Columbia, V6E 4N7 Canada

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Attention: Mark Neighbor Email: mark.neighbor@mcmillan.ca

• (b) in the case of the Securityholders:

c/o Jason Hsin-How Chen No. 1881, Sec. 2, Zhongcheng Rd., Shilin Dist., Taipei City, Taiwan

Attention: Jason Hsin-How Chen Email: jason@justkitchen.com

with a copy (which shall not constitute notice) to:

Sandhu ESG Law

Attention: Amandeep Sandhu Email: amandeep@sandhuESGlaw.com

• (c) at such other address as the party to which such notice or other communication is to be given has last notified the party giving the same in the manner provided in this section and if so given shall be deemed to have been received on the date of such delivery or sending (or, if such day is not a Business Day, on the next following Business Day).

9.6 This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and the Securityholder and the Company irrevocably attorn to the jurisdiction of the courts of the Province of British Columbia.

9.7 Each of the parties hereto agrees with the others that: (i) money damages would not be a sufficient remedy for any breach of this Agreement by any of the parties; (ii) in addition to any other remedies at law or in equity that a party may have, such party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available to the party, in the event of any breach of the provisions of this Agreement; and (iii) any party that is a defendant or respondent shall waive any requirement for the securing or posting of any bond in connection with such remedy. Each of the parties hereby consents to any preliminary applications for such relief to any court of competent jurisdiction. The prevailing party shall be reimbursed for all costs and expenses, including reasonable legal fees, incurred in enforcing the other party’s obligations hereunder. Such remedies shall not be deemed to be exclusive remedies for the breach of this Agreement but shall be in addition to all other remedies at law or in equity.

9.8 If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not irremediably affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled according to their original tenor to the extent possible.

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9.9 Each of the parties acknowledges that it has had the opportunity to obtain legal advice satisfactory to it concerning the nature and effect of this Agreement, which it executes without reliance on any representation, advice, or inducement by the other party.

9.10 This Agreement constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement may not be modified, amended, altered or supplemented except by written agreement between the parties.

9.11 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce more than one counterpart.

[ Remainder of page intentionally left blank; signature page follows .]

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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

JUST KITCHEN HOLDINGS CORP.

by “Darren Devine”

Name: Darren Devine Title: Director

Irrevocably accepted and agreed to this ___ day of May, 2023. 19

”Jason Hsin How Chen JASON HSIN -HOW CHEN

“Jerry Tai Han Chiu” JERRY TAI-HAN CHIU

“Freddie His Liang Liu” FREDDIE HSI-LIANG LIU

“Sheng Min Su” SHENG MIN SU

SCHEDULE A

OWNERSHIP OF SECURITIES BY JASON HSIN-HOW CHEN

Total number of Shares beneficially owned or controlled	Registered holder if different from beneficial owner
8,640,001
Total number of Options owned	Registered holder if different from beneficial owner
250,000
Total number of RSUs owned	Registered holder if different from beneficial owner
0
Total number of Performance Warrants owned	Registered holder if different from beneficial owner
2,550,000

LEGAL_41299101.4

OWNERSHIP OF SECURITIES BY JERRY TAI-HAN CHIU

Total number of Shares beneficially owned or controlled	Registered holder if different from beneficial owner
200,000
Total number of Options owned	Registered holder if different from beneficial owner
0
Total number of RSUs owned	Registered holder if different from beneficial owner
0

Total number of Performance Warrants owned	Registered holder if different from beneficial owner
0

LEGAL_41299101.4

OWNERSHIP OF SECURITIES BY FREDDIE HSI-LIANG LIU

Total number of Shares beneficially owned or controlled	Registered holder if different from beneficial owner
1,650,00
Total number of Options owned	Registered holder if different from beneficial owner
250,000
Total number of RSUs owned	Registered holder if different from beneficial owner
0

Total number of Performance Warrants owned	Registered holder if different from beneficial owner
0

LEGAL_41299101.4

OWNERSHIP OF SECURITIES BY SHENG MIN SU

Total number of Shares beneficially owned or controlled	Registered holder if different from beneficial owner
3,950,000
Total number of Options owned	Registered holder if different from beneficial owner
0
Total number of RSUs owned	Registered holder if different from beneficial owner
0

Total number of Performance Warrants owned	Registered holder if different from beneficial owner
0

LEGAL_41299101.4