SHARE CANCELLATION AND EXCHANGE AGREEMENT


 


 


This SHARE CANCELLATION AND
EXCHANGE AGREEMENT (“Agreement”), is made and entered into this 9th day of June 2021, by and between
Next Meats Co., Ltd. (“NMCO”), a Japanese corporation with a principal address of 2F Shimizu Building 1 Chome-34-16 Shinjuku,
Shinjuku, Tokyo, Japan and Next Meats Holdings, Inc. (“NXMH” or “the Company”), a Nevada Corporation with a principal
address of 3F 1-16-13 Ebisu Minami Shibuya-ku, Tokyo. Each of the parties to this Agreement is individually referred to herein as a “Party”
and collectively, as the “Parties”.


 


RECITALS


 


WHEREAS, on the date hereof, NMCO has
the authority to issue 2,000,000 shares, consisting of 2,000,000 shares, no par value per share (the “NMCO Common Stock”),
of which 111,767 common shares are issued and outstanding.


 


WHEREAS, on the date hereof, NMCO has
the shareholders, (“NMCO Shareholders”) each holding a percentile share interest in NMCO (“NMCO Percentile
Share Interests) set forth on Schedule 1.1 annexed hereto and incorporated herein;


 


WHEREAS, on the date hereof, NMCO is
the record holder and beneficial owner of 487,352,298 shares of common stock, par value $0.001 per share of the Company representing 97.47
% of the issued and outstanding shares in NXMH (“NXMH Percentile Share Interest”). Non-affiliates of NXMH are the record
holders of 12,647,702 common shares representing 2.53 % of the issued and outstanding shares of NXMH (“NXMH Percentile Public
Float”);


 


WHEREAS, the Parties desire to enter into this
Agreement pursuant to which NXMH shall acquire NMCO as a wholly owned subsidiary;


 


WHEREAS, the respective boards of directors
of the Parties have deemed it advisable and in the best interests of each Party and its shareholders to approve the conversion of the
NXMH Percentile Share Interest in exchange for the Company’s 100% percentile share interest in NMCO. Immediately prior to the Effective
Time, (defined below) each NMCO shareholder shall cancel and exchange their percentile share interest in NMCO for an equivalent percentile
share interest in NXMH pursuant to each NMCO shareholder’s pro rata percentage set forth on Schedule 1.1. (the “Cancellation
and Exchange”). At the Effective Time, NMCO shall issue NXMH 1,000 shares of its common stock.


 


WHEREAS, the Parties hereto intend that
the reorganization contemplated by this Agreement shall constitute a tax-free organization pursuant to Section 368(a)(1) of the Internal
Revenue Code;


 


NOW, THEREFORE, in consideration of
the mutual agreements and covenants herein contained, the Parties hereby agree as follows:


 


ARTICLE I


CANCELLATION AND EXCHANGE


 


1.1 Effective Time. Subject to the provisions of this Agreement,
prior to the Effective Time, NMCO shall utilize reasonable and best commercial efforts to complete an audit by an accounting firm that
is registered with the Public Company Accounting Oversight Board. Upon completion, NXMH shall prepare and file a super Form 8-K with the
Securities and Exchange Commission (“SEC”), including Form 10 information on behalf of NMCO. The Agreement shall become effective
upon the issuance by NMCO of the 1,000 shares of its common stock to NXMH, which shall not occur until such time as the Super Form 8-K
is complete and ready to be filed with the SEC (the date and time the Agreement becomes effective being referred to herein as the “Effective
Time”).


 


1.2. Conversion of Securities. By
virtue of this Agreement, and pursuant to Nevada Revised Statutes, the conversion of securities detailed herein are to be conducted without
any action on the part of the holder thereof.


 


 1.3. Cancellation and Exchange of
NMCO Shareholders Percentile Interest. Each NMCO Shareholder Percentile Interest issued and outstanding immediately prior to the Effective
Time shall be cancelled and represent an equivalent percentile share interest in NXMH minus the NXMH Percentile Public Float. At the Effective
Time, NXMH shall issue shares of its common stock to each NMCO Shareholder based on a share conversion ratio of .9747 to 1. Every one
(1) share of NMCO common stock held by each NMCO shareholder shall be converted into .9747 common shares of NXMH. Fractional shares shall
be rounded up or down to the nearest whole figure. The shares issued by NXMH to each NMCO Shareholder shall be validly issued, fully paid
and non-assessable.


 


1.4. Control Shares. At the Effective
Time, NMCO shall issue 1,000 shares of its common stock to NXMH representing all the issued and outstanding shares.


 


1.5. Rights of NMCO Certificate Holders.
At the Effective Time and upon conversion thereof in accordance with this Agreement, all shares of NMCO common stock held by the former
NMCO shareholders shall no longer be outstanding and shall cease to exist. In addition, each outstanding share that, immediately prior
to the Effective Time, evidenced shares of NMCO shall, from and after the Effective Time, be deemed and treated for all corporate purposes
to evidence the ownership of the equivalent percentile share interest of NXMH minus the NXMH Percentile Public Float.


 


 


 1.6.
Instructions to Transfer Agent. At the Effective Time, the Parties shall deliver to the Company’s transfer agent any and
all necessary documentation to complete the Cancellation and Exchange. 


 


1.7. Certificates. At and after the
Effective Time until thereafter surrendered for transfer or exchange in the ordinary course, each outstanding certificate of NMCO which
immediately prior thereto represented shares of NMCO common stock shall be converted as herein provided in this Agreement and shall be
so registered on the books and records of NXMH. Shares converted shall be issued in uncertificated form (book-entry shares) to each former
NMCO shareholder unless requested by shareholder to be issued in certificated form.


 


 


 


ARTICLE II


REPRESENATIONS AND WARRANTIES OF NMCO TO NXMH


 


NMCO hereby makes the following representations
and warranties to NXMH as of the date herein.


2.1 Organization, Standing and Power.
NMCO is duly organized, validly existing and in good standing under the laws of Japan and has the power and authority and possesses all
governmental franchises, licenses, permits, authorizations, and approvals necessary to enable it to own, lease or otherwise hold its properties
and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations, and approvals.


2.2 Authority; Execution and Delivery;
Enforceability. Subject to the affirmative unanimous vote of the NMCO Shareholders holding all the outstanding and issued NMCO common
stock, (the “NMCO Shareholder Vote”), NMCO has all requisite power and authority to execute and deliver this Agreement
and to consummate the transactions. The execution and delivery of this Agreement and the consummation by NMCO of the transactions have
been duly authorized and unanimously approved by the NMCO Shareholders and, prior to the Effective Time, each of the transactions shall
have been authorized and approved by the NMCO Shareholder Vote, and no other proceedings on the part of NMCO are necessary to authorize
this Agreement and the consummation of the transactions.


2.3 Litigation. There is no action
pending or, to NMCO’s knowledge, threatened against or affecting NMCO that (a) adversely affects or challenges the legality,
validity or enforceability of this Agreement or (b) could, if there were an unfavorable decision, individually or in the aggregate,
have or reasonably be expected to result in a material adverse effect for NMCO.


 


2.4 Compliance with Laws. To its
knowledge, NMCO has materially complied with, and is in material compliance with, all laws and licensing requirements of Japan and governmental
agencies and has not received any notices of material non-compliance with any laws of Japan or governmental agency.


 


ARTICLE III


REPRESENTATIONS AND WARRANTIES NXMH TO NMCO


NXMH makes the following representations and
warranties to NMCO as of the date herein.


3.1 Organization, Standing and Power.


(a) NXMH is duly organized, validly existing,
and in good standing under the laws of State of Nevada and has full power and authority and possesses all governmental franchises, licenses,
permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct
its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which would
not reasonably be expected to have a material adverse effect. NXMH is duly qualified to do business in each jurisdiction where the nature
of its business make such qualification necessary except where the failure to so qualify would not reasonably be expected to have a material
adverse effect.


 


3.2 Authority; Execution and Delivery;
Enforceability. Subject to the affirmative majority vote of the board of directors of NXMH (the “NXMH Holdings Vote”),
NXMH has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions. The execution and
delivery of this Agreement and the consummation by NXMH of the Transactions have been duly authorized and approved unanimously by the
directors of NXMH.


3.3 Litigation. There is no Action
pending or, to NXMH knowledge, threatened against or affecting NXMH that (a) adversely affects or challenges the legality, validity
or enforceability of this Agreement or (b) could, if there were an unfavorable decision, individually or in the aggregate, have or
reasonably be expected to result in a material adverse effect for NXMH.


 


3.4 Compliance with Laws. To its
knowledge, NXMH and its affiliates have materially complied with and are in material compliance with all Laws and licensing requirements
of federal and state governmental entities, and NXMH has not received any notices of material non-compliance with any laws from any federal
or state government entities.


 


ARTICLE IV


COVENANTS


4.1 Consents and Approvals.


(a) Each of the Parties shall use its best
efforts in good faith to obtain at the earliest practicable date any approvals, authorizations and consents necessary, and shall take
such actions as the other Parties may reasonably request, to consummate the transactions and diligently attempt to satisfy, to the extent
within its control, all conditions precedent to its obligations to close the transactions.


(b) Notwithstanding the foregoing or anything
in this Agreement to the contrary, in no event shall any Party, without the prior written consent of the other Parties, (i) agree
to sell, divest, dispose of or hold separate any assets or businesses of such Party or any of its Subsidiaries, or otherwise take or commit
to take any action that could reasonably limit such Party or its Subsidiaries’ freedom of action with respect to, or their ability
to retain, one or more Subsidiaries, businesses, assets or affiliations or (ii) agree or otherwise become subject to any restrictions,
conditions, limitations, licensing requirements, or other understandings on or with respect to the assets or the operation of the business
of any Party or any of its Subsidiaries.


 


4.2 Operation in Ordinary Course.
Each of the Parties covenants that between the date hereof and the Effective Time, except as contemplated hereby or with the prior consent
of the other Parties, it shall refrain from: (a) entering into any transaction with respect to its business other


 


 


 


than in the ordinary course; (b) permitting any encumbrance,
mortgage, pledge or lease of or on any material asset; (c) disposing of any material asset; or (d) incurring any material liabilities,
other than indebtedness incurred in the ordinary course of business under already established credit facilities.


4.3 Public Announcements. None of
the Parties shall issue any press release or make any such public statement regarding the Transactions without the prior written consent
of the other Parties, except as may be required by applicable Law and regulatory bodies, after reasonable consultation with the other
Parties.


 


ARTICLE V


MISCELLANEOUS


5.1 Termination. This Agreement
and the Transactions may be terminated at any time on or before the Effective Time by mutual consent of NMCO and NXMH.


5.2 Expenses. Each of the Parties
shall pay its own expenses incurred in connection with this Agreement and the transactions.


 


5.3 Notices. All notices, requests, claims,
demands and other communications under this Agreement shall be in writing and shall be deemed given upon receipt by the Parties at the
following addresses or by electronic mail at (or at such other electronic address for a Party as shall be specified by like notice):


 


If to NMCO:


                        
2F Shimizu Building 1 Chome-34-16 Shinjuku


                        
Shinjuku, Tokyo, Japan


                        
Attn: Hiroki Tajiri


                        
Email: tajiri@nextmeats.co.jp


 


                        
If to NXMH:


                        
3F 1-16-13 Ebisu Minami Shibuya-ku,


                        
Tokyo, Japan


                        
Attn: Koichi Ishizuka


                        
Email: ishizuka@off-line.co.jp


 


 


 


5.4 Amendments; Waivers; No Additional
Consideration. No provision of this Agreement may be waived or amended except in a written instrument signed by each of the Parties
hereto. After the execution of this Agreement, no provision of Agreement including any schedule or exhibit to any of the foregoing, may
be waived, modified or amended without the prior written consent of each Party. No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default
or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right
hereunder in any manner impair the exercise of any such right.


 


5.5 Severability. If any term or
other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, 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 is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the Parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the extent
possible.


5.6 Counterparts; Facsimile Execution.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties. Electronic mail or
Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.


5.7 Entire Agreement; Third Party Beneficiaries.
This Agreement (a) constitutes the entire agreement and supersede all prior agreements and understandings, both written and oral,
among the Parties with respect to the transactions and is not intended to confer any rights or remedies upon any person other than the
Parties.


5.8 Governing Law. This Agreement
shall be governed by, and construed in accordance with, the laws of the State of Nevada, regardless of the laws that might otherwise govern
under applicable principles of conflicts of laws thereof.


5.9 Submission to Jurisdiction.


(a) Each Party agrees that any legal
action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement shall be brought or
otherwise commenced exclusively in any state or federal court located in the State of Texas. Each Party:


(i) Expressly and irrevocably consents
and submits to the jurisdiction of each state and federal court located in the State of Nevada (and each appellate court located in the
State of Nevada) in connection with any such legal proceeding, including to enforce any Order or award;


(ii) Consents to service of process
in any such proceeding in any manner permitted by the Laws of the State of Nevada, and agrees that service of process by registered or
certified mail, return receipt requested, at its address specified pursuant to is reasonably calculated to give actual notice.





ARTICLE VI


ASSIGNMENT


 


6.1 Assignment. Neither this Agreement
nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise
by any of the Parties without the prior written consent of each of the other Parties. Any purported assignment without such consent shall
be void. Subject to the preceding sentences, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the
Parties and their respective successors and assigns.


 


SCHEDULE 1.1


 


	NAME OF SHAREHOLDER	APPROXIMATE PERCENTILE SHARES OWNED OF NMCO	SHARES OWNED OF NMCO	PRO RATA COMMON SHARES OF NXMH TO BE ISSUED TO NMCO SHAREHOLDER
	Ryo Shirai	33.4643%	37,402	163,088,842
	Hideyuki Sasaki	33.4643%	37,402	163,088,842
	
    White Knight Co., Ltd.

    (owned and controlled by Koichi Ishizuka)
	19.0575%	21,300	92,877,182
	Koichi Ishizuka	4.2946%	4,800	20,930,069
	Kiyoshi Noda	1.9666%	2,198	9,584,227
	Rei Ishizuka	1.9666%	2,198	9,584,227
	Michihito Inoue	1.4315%	1,600	6,976,690
	
    Ryonetsu Kogyou co., ltd

    (Represented by Mitsugu Kondo, CEO)
	0.8947%	1,000	4,360,431
	Hideya Marukawa	0.7158%	800	3,488,345
	Keiichi Yogo	0.7158%	800	3,488,345
	Tomonori Yoshinaga	0.5368%	600	2,616,259
	
    Senju Pharmaceutical Co., Ltd.

    (Represented by Shuhei Yoshida, President)
	0.5073%	567	2,472,364
	Okakichi Co., Ltd

(Represented by Shigeru Okada, CEO)	0.3275%	366	1,595,918
	
    CX Inc.

    (Represented by Hiromichi Furui, CEO)
	0.2988%	334	1,456,384
	
    HEXEL Works, Inc.

    (Represented by Yoichi Nagai, CEO)
	0.2684%	300	1,308,129
	THREWAYS, Inc.

(Represented by GENKI HIRAI, CEO)	0.0895%	100	436,044
	Total	100.0000%	111,767	487,352,298


 


IN WITNESS WHEREOF, the Parties hereto have caused
this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 





NXMH:


 


NEXT MEATS HOLDINGS, INC.


 


 


 


By: /s/ Ryo Shirai


Name: Ryo Shirai


Title: President and Director


 


 


 


NMCO:


 


NEXT MEATS CO., LTD.


 


 


 


By: /s/ Hideyuki Sasaki


Name: Hideyuki Sasaki


Title: President and Director


 


 


 


NMCO:


 


NEXT MEATS CO., LTD.


 


 


 


By: /s/ Koichi Ishizuka


Name: Koichi Ishizuka


Title: Director


 


 


 


NMCO:


 


NEXT MEATS CO., LTD


 


 


 


By: /s/ Ryo Shirai


Name: Ryo Shirai


Title: Director


 


 


NMCO SHAREHOLDERS 


 


	 	 	 


	By:
        /s/ Ryo Shirai

        Name:
        Ryo Shirai

         

         

         

        By:
        /s/ Hideyuki Sasaki

        Name:
        Hideyuki Sasaki

         

         

        By:
        /s/ Koichi Ishizuka

        Name:
        White Knight Co., Ltd.

        Title: CEO

         

         

        By:
        /s/ Koichi Ishizuka

        Name:
        Koichi Ishizuka

         

         

         

        By:
        /s/ Kiyoshi Noda

        Name:
        Kiyoshi Noda

         
	By:
        /s/ Rei Ishizuka

        Name:
        Rei Ishizuka

         

         

         

        By:
        /s/ Michihito Inoue

        Name:
        Michihito Inoue

         

         

        By:
        /s/ Mitsugu Kondo

        Name:
        Ryonetsu Kogyou Co., Ltd.

        Title: CEO

         

         

        By:
        /s/ Hideya Marukawa

        Name:
        Hideya Marukawa

         

         

         

        By:
        /s/ Keiichi Yogo

        Name:
        Keiichi Yogo

         

         

        By:
        /s/ Tomonori Yoshinaga

        Name:
        Tomonori Yoshinaga

         

         

         
	By:
        /s/ Shuhei Yoshida

        Name:
        Senju Pharmaceutical Co., Ltd.

        Title: CEO

         

         

        By:
        /s/ Shigeru Okadu

        Name:
        Okakichi Co., Ltd.

        Title: CEO

         

        By:
        /s/ Hiromichi Furui

        Name:
        CX Inc.

        Title: CEO

         

         

        By:
        /s/ Yoichi Nagai

        Name:
        Hexel Works, Inc.

        Title: CEO

         

         

        By:
        /s/ Gaki Hirai

        Name:
        Threways, Inc.

        Title: CEO