SUBSCRIPTION AGREEMENT Next MeatsHoldings, Inc.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

SUBSCRIPTION AGREEMENT

Next Meats Holdings, Inc.

This SUBSCRIPTION AGREEMENT is made as of this 28^th day of November 2022, by and between Next Meats Holdings, Inc., a Nevada corporation, (the "Company") with its address at 3F 1-16-13 Ebisu Minami Shibuya-ku, Tokyo, 150-0022, and the undersigned (the "Subscriber").

WHEREAS:

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

1. SUBSCRIPTION FOR SHARES

1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price equal to $0.67 USD per Share.  Upon execution, the subscription by the Subscriber will be irrevocable.

1.2  The purchase price is payable by the Subscriber contemporaneously with the execution and delivery of this Subscription Agreement.

1.3 Upon execution by the Company, the Company agrees to sell such Shares to the Subscriber for said purchase price subject to the Company's right to sell to the Subscriber such lesser number of Shares as it may, in its sole discretion, deem necessary or desirable.

1.4 Any acceptance by the Company of the Subscriber is conditional upon compliance with all securities laws and other applicable laws of the jurisdiction in which the Subscriber is a resident.  Each Subscriber will deliver to the Company all other documentation, agreements, representations, and requisite government forms required by the Company as required to comply with all securities laws and other applicable laws of the jurisdiction of the Subscriber.  The Company will not grant any registration or other qualification rights to any Subscriber.

2. REGULATION S AGREEMENTS OF THE SUBSCRIBER

2.1 The Subscriber agrees to resell the Shares only in accordance with the provisions of Regulation S of the Act pursuant to registration under the Act, or pursuant to an available exemption from registration pursuant to the Act.

2.2 The Subscriber agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Act.

2.3 The Subscriber acknowledges and agrees that all certificates representing the Shares will be endorsed with the following legend in accordance with Regulation S of the Act:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT.  HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

2.4 The Subscriber and the Company agree that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S of the Act, pursuant to registration under the Act, or pursuant to an available exemption from registration.

3. REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER

3.1 The Subscriber represents and warrants to the Company and acknowledges that the Company is relying upon the Subscriber’s representations and warranties in agreeing to sell the Shares to the Subscriber that:

The Subscriber is not a “U.S. Person” as defined by Regulation S of the Act and is not acquiring the Shares for the account or benefit of a U.S. Person.

 A “U.S. Person” is defined by Regulation S of the Act to be any person who is:

The Subscriber recognizes that this purchase of Shares involves a high degree of risk. Subscriber acknowledges that they understand the Company may require substantial funds in addition to the proceeds of this private placement to further the Company’s business agenda.

Subscriber acknowledges and agrees that proceeds from the sale of the Shares herein may be used by the Company to fund any operations of its current, or future subsidiaries it may operate through.

An investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares.

The Subscriber has had full opportunity to review information regarding the business and financial condition of the Company with the Subscriber’s legal and financial advisers prior to execution of this Subscription Agreement.

The Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed and non- registered securities, and other business matters so as to be able to protect its interests in connection with this transaction.

The Subscriber acknowledges that a minimal market for the Shares presently exists and a greater demand for the Shares may not further develop in the future, and accordingly the Subscriber may not be able to liquidate its investment.

The Subscriber hereby acknowledges that this offering of Shares has not been reviewed by the United States Securities and Exchange Commission (the "SEC") and that the Shares are being issued by the Company pursuant to an exemption from registration provided by Regulation S pursuant to the United States Securities Act.

The Subscriber is acquiring the Shares as principal for the Subscriber's own benefit.

The Subscriber is not aware of any advertisement of the Shares.

The Subscriber is acquiring the Shares subscribed to hereunder as an investment for the Subscriber's own account, not as a nominee or agent, and not with a view toward the resale or distribution of any part thereof, and the Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same.

The Subscriber does not have any contract, undertaking, agreement or arrangement with any person  to sell, transfer or grant participation  to such person, or to any third person, with respect to any of the Shares sold hereby.

The Subscriber has full power and authority to enter into this Agreement which constitutes a valid and legally binding obligation, enforceable in accordance with its terms.

The Subscriber can bear the economic risk of this investment and was not organized for the purpose of acquiring the Shares.

The Subscriber has satisfied himself or herself as to the full observance of the laws of his or her jurisdiction in connection with any invitation to subscribe for the Shares and/or any use of this Agreement, including (i) the legal requirements within his/her jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares.

 4.  REPRESENTATIONS BY THE COMPANY

4.1  The Company represents and warrants to the Subscriber that:

5. TERMS OF SUBSCRIPTION

5.1 Pending acceptance of this subscription by the Company, all subscription funds paid hereunder shall be deposited with White Knight Co., Ltd., a Japanese corporation, the Company’s designated agent, (“Designee”) and or Next Meats Holdings or one of its subsidiaries. If applicable, the Company’s Designee agrees to make available to the Company, or a current or future wholly owned subsidiary the Company may operate through, for the purposes set forth in the disclosure statement, all subscription funds immediately upon request by the Company.  In the event the subscription is not accepted, the subscription funds will constitute a non-interest bearing demand loan of the Subscriber to the Company.

5.2 The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the Subscriber’s address indicated herein.

5.3 The Subscriber acknowledges and agrees that the subscription for the Shares and the Company's acceptance of the subscription is not subject to any minimum subscription for the Offering.

6. MISCELLANEOUS

6.1 Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, addressed to the Company at the address listed at the top of this agreement, and to the Subscriber at his or her address indicated on the last page of this Subscription Agreement. Notices shall be deemed to have been given on the date of mailing, except notices of change of address, which shall be deemed to have been given when received.

6.2 Notwithstanding the place where this Subscription Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of Nevada.

6.3 The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Subscription Agreement.

7. REPRESENTATIONS BY FOREIGN RESIDENTS

7.1  If the Subscriber is a foreign resident, the Subscriber represents to the Company that the Subscriber is a resident of a foreign jurisdiction, and not a US citizen.

IN WITNESS WHEREOF, this Subscription Agreement is executed as of the day and year first written above.

Issuer Name: Next Meats Holdings, Inc.

Number of Common Shares Subscribed For: 306,680

Price Per Share: $0.67 USD

Total Subscription Amount in USD (Shares X Price Per Share):   $205,470 USD

Name of Subscriber: Motohiro Tomiyama

Address of Subscriber: ___________________________

(Subscriber’s Email Address): _____________________________

(Subscriber’s ID Number if applicable): _____________________________

Signature of Subscriber : _________________________________________

(Name of Subscriber:____________________)

Title of Signing Person (if Subscriber is a Company): _____________________

ACCEPTED BY:

Next Meats Holdings, Inc.

Date of Acceptance: November 28, 2022