VEGAN VEGGIE VENTURES LLC

ASSIGNMENT AND CONSENT

Reference is made to the Operating Agreement of VEGAN VEGGIE VENTURES LLC, a New
York limited liability company (the “Company”), dated December 31, 2023 (the “Operating
Agreement”), by and among Vegan Veggie Ventures Inc., Victor Baxter Carrotop, XYZ LLC, Vegan
Veggie Ventures USA Holdings, Inc. and James Broccoli Longbottom, whereby the parties thereto
formed the Company and became its only Members.

W I T N E S S E T H:

WHEREAS, Victor Baxter Carrotop (the “Assignor”) is the holder of a Class C Interest in the
Carrot Top Division of the Company and a Class B Interest in the Broccoli Bottom Division of the
Company (as such terms are defined in the Operating Agreement) (the “Transferred Interests”);

WHEREAS, the Assignor desires to transfer his entire right, title and interest in and to such
Transferred Interests as an initial capital contribution to [Vegetable Newco LLC] (the “Assignee”);

WHEREAS, Section 10.1 provides that a Member may transfer all or any portion of its
Membership Interest to an entity wholly-owned by such Member;

WHEREAS, [Vegetable Newco LLC] is an entity wholly-owned by Victor Baxter Carrotop;

and

WHEREAS, the Assignee, immediately upon its receipt of the Transferred Interests, desires to
be admitted as a Member of the Company and the other Members of the Company desire to admit the
Assignee as a Member in accordance with the provisions of Article 10 of the Operating Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, parties hereto agree as follows:

1. The Assignor hereby assigns and transfers all of his right, title and interest in and to the
Transferred Interests to the Assignee without recourse.

2. The Assignee hereby (i) accepts such assignment, (ii) represents and warrants that it is
acquiring the Transferred Interests for its own account for investment and not with a view to the resale or
other distribution thereof, and (iii) agrees to be bound by all the terms and conditions of the Operating
Agreement (including without limitation the obligation of the Class C Member pursuant to Section 10.4.5
of the Operating Agreement, that any distribution of the Class C membership interest in VEGAN
VEGGIE VENTURES LLC (“VEGAN VEGGIE VENTURES”) to the Class C Member shall be subject
to the limited obligation to restore capital account deficits set forth in the third sentence of Section 6.4 of
the Second Amended and Restated Operating agreement of VEGAN VEGGIE VENTURES, dated as of
June 15, 2016, as may be amended from time to time (the “VEGAN VEGGIE VENTURES Operating
Agreement”), and assume such other obligations applicable to the holder of such membership interest
under the VEGAN VEGGIE VENTURES Operating Agreement), and to be a Member of the Company as
if specifically referred to therein.

3. Pursuant to Article 10 of the Operating Agreement, each of the undersigned other

Members of the Company hereby consent to (i) the assignment of the Transferred Interests to the
Assignee and (ii) the admission of the Assignee to the Company as a Member.
 4. This Assignment and Consent shall be construed and governed in accordance with the laws of
the State of New York without giving effect to the choice of law principles thereof.

5. This Assignment and Consent may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which together shall be deemed to be one and the same
instrument.

6. This Assignment and Consent shall be binding upon and shall inure to the benefit of each of
the parties hereto and its successors and assigns.

[SIGNATURE PAGE FOLLOWS]

2
 IN WITNESS WHEREOF, the Assignor, the Assignee and each of the other Members of the
Company have executed this Assignment and Consent as of December 31, 2023.

ASSIGNOR:

______________________________
Victor Baxter Carrotop

ASSIGNEE:

[VEGETABLE NEWCO LLC]

By: ______________________________
Name: Victor Baxter Carrotop
Title: Manager

OTHER MEMBERS:

VEGAN VEGGIE VENTURES INC.

By:
______________________________
Name: James Broccoli Longbottom
Title: President

XYZ LLC

By:
______________________________
Name: James Broccoli Longbottom
Title: President

VEGAN VEGGIE VENTURES USA

HOLDINGS, INC.

By:
______________________________
Name: James Broccoli Longbottom
Title: President

3
 ______________________________
James Broccoli Longbottom

4
STATE OF NEW YORK )
) ss.:
COUNTY OF ____________)

On the day of November in the year 2023, before me, the undersigned, a Notary
Public in and for said State, personally appeared Victor Baxter Carrotop, personally known to me
or proved to me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument the individual, or the person upon behalf of
which the individual acted, executed the instrument.

__________________________________
Signature and Office of individual
taking acknowledgment

STATE OF NEW YORK )

) ss.:
COUNTY OF ____________)

On the day of November in the year 2023, before me, the undersigned, a Notary
Public in and for said State, personally appeared Agnes Bunny Carrotop, personally known to me
or proved to me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that she executed the same in her
capacity, and that by her signature on the instrument the individual, or the person upon behalf of
which the individual acted, executed the instrument.

__________________________________
Signature and Office of individual
taking acknowledgment

STATE OF NEW YORK )

) ss.:
COUNTY OF ____________)

On the day of November in the year 2023, before me, the undersigned, a Notary
Public in and for said State, personally appeared Beta Carotene Carrotop, personally known to me
or proved to me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument the individual, or the person upon behalf of
which the individual acted, executed the instrument.

__________________________________
Signature and Office of individual
taking acknowledgment
STATE OF NEW YORK )
) ss.:
COUNTY OF ____________)

On the day of November in the year 2023, before me, the undersigned, a Notary
Public in and for said State, personally appeared James Broccoli Longbottom, personally known
to me or proved to me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument the individual, or the person upon behalf of
which the individual acted, executed the instrument.

__________________________________
Signature and Office of individual
taking acknowledgment