Xebra Brands Ltd. — Transaction in Own Shares 2021

Aug 4, 2021

DEED OF SALE, PURCHASE AND TRANSFER OF SHARES

(Organto Foods Europe B.V.)

On this nineteenth day of February two thousand twenty there appeared before me. -Mervyn Elmer Odink, acting as a substitute of Mariël Géraldine Vrielink, civil law notary officiating in Utrecht, the Netherlands: -Romy Helena Brandriet, working under the responsibility of me, civil-law notary, withchosen residence at Utrecht, the Netherlands, Archimedeslaan 61, born in Hengelo -(Overijssel), the Netherlands, on the twenty-fifth day of July nineteen hundred ninety-two, for the purposes hereof acting as attorney $-$ duly authorized in writing $-$ of: $-$

• $\mathbf{1}$ . Organto Foods B.V., a private limited liability company under the laws of the --Netherlands (besloten vennootschap met beperkte aansprakelijkheid), with its official seat in Amsterdam, the Netherlands, with address at Ginnekenweg 240, -4835 NJ Breda, the Netherlands, registered with the Dutch trade register under number 69987947 (the Seller); -
• $2₁$ Xebra Brands Ltd., a company under the laws of British Columbia, Canada, with its registered office at 1055 West Georgia St., 1500 Royal Centre, P.O. box 11117 -Vancouver, BC V6E 4N7, British Columbia, Canada, registered with the British-Columbia Registrar of Companies under number BC1198365 (the Purchaser 1); -
• 1. SHARE Marketing & Management Services B.V., a private limited liability company under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid), with its official seat in Breda, the Netherlands, with address at -Ginnekenweg 240, 4835 NJ Breda, the Netherlands, registered with the Dutch trade register under number 71612769 (the Purchaser 2 and together with the -Purchaser 1: the Purchasers and each individually: a Purchaser): and -
• Organto Foods Europe B.V., a private limited liability company under the laws of -4. the Netherlands (besloten vennootschap met beperkte aansprakelijkheid), with its official seat in Amsterdam, the Netherlands, with address at Ginnekenweg 240, -4835 NJ Breda, the Netherlands, registered with the Dutch trade register undernumber 69996865 (the Company). -

Powers of attorney -

The authorisation of the person appearing is evidenced by four $(4)$ written copies of the $$ powers of attorney, which shall be attached to this deed (Annexes 1 up to and including 4). -The person appearing, acting in its aforementioned capacities, declared: -

WHEREAS:-

• $(a)$ the Seller is the holder of:
• seventy-five (75) shares in the capital of the Company, having a nominal - $(i)$ value of one euro ( $\epsilon$ 1.00) each, numbered 1 up to and including 75 (the $-$ Shares 1); and -
• $(ii)$ twenty-five (25) shares in the capital of the Company, having a nominal value of one euro ( $\in$ 1.00) each, numbered 76 up to and including 100 (the $-$ Shares 2 and together with the Shares 1: the Shares); -

MST/400949.01

the Seller and the Purchasers have reached agreement on the sale, purchase and - $(b)$ transfer of the Shares by the Seller to the Purchasers on the terms and conditions set out in this deed. -

THE SELLER AND THE PURCHASERS HAVE AGREED AS FOLLOWS: -Article 1. Sale and purchase of the Shares: transfer of the Shares -

• $1.1$ The Seller hereby sells and transfers the Shares 1 to the Purchaser 1, which hereby purchases and accepts the Shares 1. -
• $1.2$ The Seller hereby sells and transfers the Shares 2 to the Purchaser 2, which hereby purchases and accepts the Shares 2. -

Article 2. Purchase Price -

• $2.1$ The purchase price of the Shares 1 amounts to four thousand one hundred twentyfive euro ( $\in$ 4,125.00) (the Purchase Price 1). -
• $2.2$ The purchase price of the Shares 2 amounts to one thousand three hundred seventy-five euro (€ 1,375.00) (the Purchase Price 2). -
• $2.3$ The Seller hereby gives full discharge to the Purchaser 1 for the payment of the -Purchase Price 1 under the condition that the Purchase Price 1 is transferred to the Seller. $-$
• The Seller hereby gives full discharge to the Purchaser 2 for the payment of the - $2.4$ Purchase Price 2 under the condition that the Purchase Price 2 is transferred to the Seller.

Article 3. Previous acquisition of the Shares by the Seller -

The Seller declares to have acquired the Shares through issuance upon incorporation of the Company, as is evidenced by the notarial deed executed on the third day of November two thousand seventeen before a substitute of C.J. van Oevelen, civil-law notary officiating in Amsterdam, the Netherlands.-

Article 4. Warranties. Other stipulations. -

The Seller warrants to the Purchasers that, on this day, the following is correct: - $4.1$

• the shareholders' register of the Company is up-to-date and complete; - $(a)$
• $(b)$ the Seller has the complete and unencumbered right to the Shares; -
• $(c)$ the Shares are registered and no share certificates (aandeelbewijzen) have been issued for the Shares; -
• $(d)$ the Seller has not been deprived of the authority to transfer shares in the capital of the Company pursuant to Section 2:22a subsection 1 of the -Dutch Civil Code: -
• the Shares are not subject to rights of third parties or obligations to - $(e)$ transfer to third parties or claims based on contracts of any nature; -
• $(f)$ by the transfer of the Shares 1 to the Purchaser 1, the full and unencumbered title to the Shares 1 is transferred to the Purchaser 1; and —
• $(g)$ by the transfer of the Shares 2 to the Purchaser 2, the full and unencumbered title to the Shares 2 is transferred to the Purchaser $2.$ -
• $4.2$ The warranties referred to above under (a) up to and including (g) will remain $$ unimpaired, even if it were to be assumed at a later date that the relevant -Purchaser failed to fulfil its obligation to examine, unless the Seller proves that the relevant Purchaser was grossly in default or if the relevant Purchaser, prior to concluding this agreement, was aware that the Seller had already violated one of -

the aforementioned warranties. -

• $4.3$ The Shares 1 shall be for the risk and the account of the Purchaser 1 as per the moment of execution of this deed. -
• $4.4$ The Shares 2 shall be for the risk and the account of the Purchaser 2 as per the moment of execution of this deed. -
• The costs of this deed shall be borne by the Company. -4.5
• The Seller and the Purchasers waive the right to rescind the agreement laid down -4.6 in this deed or to demand rescission thereof. -
• In so far as not implemented through this deed, that which has been agreed in -4.7 writing by the parties with regard to the purchase of the Shares and otherwise, will remain in force.

Article 5. No share transfer restrictions. -

Pursuant to article 14 of the articles of association of the Company a share in the capital ofthe Company can be transferred to third parties freely. -

Article 6. Civil law notary acting as party advisor-

The parties to this deed hereby declare that they are aware that M.G. Vrielink, civil — $6.1$ law notary officiating in Utrecht, the Netherlands (or her substitute), who has been involved in preparing and executing this deed, is a partner of Van Benthem &-Keulen B.V. and that the Seller and the Purchaser 2 have been advised by Van-Benthem & Keulen B.V. with respect to this deed. -

6.2 In view of the provisions set out in the Code of Conduct (Verordening Beroeps- en -Gedragsregels), established by the general meeting of the Royal Notarial -Association (Koninklijke Notariële Beroepsorganisatie), the parties to this deed hereby declare: -

• to be aware that in relation to subject transaction Van Benthem & Keulen - $(a)$ B.V., including the aforementioned civil law notary, has acted as legal advisor of the Seller and the Purchaser 2; -
• to explicitly consent to the fact that the Seller and the Purchaser 2 will be - $(b)$ assisted by Van Benthem & Keulen B.V. in all cases connected with this deed and all potential conflicts arising therefrom. -

Final statement

The person appearing, acting on behalf of the Company, hereby declares that the -Company acknowledges subject transfer of the Shares and shall register the same in its shareholders' register. -

Annexes -

The following documents shall be attached to this deed: -

four (4) written copies of the powers of attorney. —

End-

The person appearing is known to me, civil law notary. -

This deed was executed in Utrecht, the Netherlands, on the date stated in the first paragraph of this deed. The contents of the deed have been stated and clarified to the person appearing. The person appearing has declared not to wish the deed to be fully read – out, to have noted the contents of the deed timely before its execution and to agree with the contents. After limited reading, this deed was signed first by the person appearing and -

thereafter by me, civil law notary.-(followed by signing)