Eat & Beyond Global : Q4 MD&A (Restated)

EAT & BEYOND GLOBAL HOLDINGS INC.

MANAGEMENT DISCUSSION AND ANALYSIS (Restated)

FOR THE YEAR ENDED DECEMBER 31, 2021

Eat & Beyond Global Holdings Inc.

Management Discussion & Analysis

For the year ended December 31, 2021

1.1 Date

This restated Management's Discussion & Analysis ("MD&A") of the financial condition and results of operations of Eat

• Beyond Global Holdings Inc. (formerly Eat Beyond Global Holdings Inc.) (the "Company") should be read in conjunction with the Company's restated audited financial statements for the year ended December 31, 2021, and the accompanying notes therein. This restated MD&A is dated May 30, 2022, which is the date that the Board of Directors of the Company (the "Board") approved the disclosure contained in this restated MD&A.

The results for the periods presented are not necessarily indicative of the results that may be expected for any future period. Except as otherwise indicated, all financial data in this restated MD&A have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

This MD&A contains forward-looking information which reflects management's expectations regarding the Company's growth, results of operation, performance and business prospects and opportunities. The use of words such as "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", believe", outlook", "forecast" and similar expressions are intended to identify forward-looking statements.

Forward-looking statements in this restated MD&A include, but not limited to, the Company's expectation of future activities and results, of its working capital needs and its ability to identify, evaluate and pursue suitable business opportunity. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results of events to differ materially from those anticipated in these forward-looking statements. Readers should not put undue reliance on forward-looking information. The Company has no policy for updating forward- looking information beyond the procedures required under applicable securities laws.

All amounts in this restated MD&A are presented in Canadian dollars ("CAD").

Historical results of operations and trends that may be inferred from the following discussion and analysis may not necessarily indicate future results from operations.

1.2 Overall Performance

The Company was incorporated on September 9, 2019 under the laws of the Province of British Columbia, Canada by a Certificate of Incorporation issued pursuant to the provisions of the Business Corporations Act (British Columbia) and changed its name from 1222554 B.C. Ltd. to Eat Beyond Global Holdings Inc. on September 17, 2019. The Company's head office and principal address is Suite 1570 - 505 Burrard Street, Vancouver BC, V6E 3P3. The registered and records office is 1500-1055 West Georgia Street, Vancouver, BC, V6E 4N7. The Company's common shares commenced trading on the Canadian Securities Exchange ("CSE") on November 17, 2020 under the symbol "EATS". On March 29, 2022, the Company changed its name to Eat & Beyond Global Holdings Inc.

The Company is an investment company primarily focusing on investments in the plant-based protein and meat alternative food industry. The Company's investments may include the acquisition of equity, debt or other securities of publicly traded or private companies or other entities, financing in exchange for pre-determined royalties or distributions and the acquisition of all or part of one or more businesses, portfolios or other assets, in each case that the Company believes will enhance value for the shareholders of the Company in the long term.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company's business or results of operations at this time. This indicates the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Management intends to

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Eat & Beyond Global Holdings Inc.

Management Discussion & Analysis

For the year ended December 31, 2021

finance operating costs through the issuance of common shares. If the Company is unable to continue as a going concern, the net realizable value of its assets may be materially less than the amounts on its statement of financial position.

Investments

The Company had the following investments as at December 31, 2021 and 2020

		Number of			Fair Value at
Investment in marketable securities		shares/Units	Investment	December 31,
	Note	Held	Cost	2021
		#	$		$
Public Companies
The Very Good Food Company Inc.	(i)	25,000	6,250		23,250
Good Natured Products Inc.	(i)	5,186	726		3,786
Plantfuel Life Inc. (formerly Sire
Biosciences Inc.)	(i)	55,555	50,000		66,111
Zoglo's Incredible Food Corp.	(i)	500,000	50,000		102,500
Nabati Foods Inc.	(i, ii)	748,003	261,801		336,601
1181718 BC Ltd. (aka Fresh Factory)	(i)	50,000	63,500		56,500
Private Companies
TurtleTree Labs Pte. Ltd.	(i)	21,923	200,205		736,613
Beyond Moo	(iii)	3,792,475	768,447		1,011,326
Above Food	(i)	25,000	50,000		50,000
Plant Power Restaurant Group LLC	(i, ii)	112,107	317,257		316,950
Daydream Drinks (11270702 Canada	(i)	50,000	75,000		75,000
Inc.)
Circular Solutions Inc.	(i)	200,000	30,000		30,000
Eat Just Inc.	(i)	7,998	113,869		105,713
Investment in warrants		NA	-		168,717
Total			2,078,055		3,083,067
		Number of			Fair Value at
Investment in marketable securities		shares/Units	Investment	December 31,
	Note	Held	Cost	2020
		#	$		$
Public Companies			-		-
Greenspace Brands Inc.	(i)	3,873,846	251,800		290,538
The Very Good Food Company Inc.	(i)	25,000	6,250		155,250
Good Natured Products Inc.	(i)	714,286	100,000		642,857
Private Companies
TurtleTree Labs Pte. Ltd.	(i)	21,923	200,205		200,205
Eat Just Inc.	(i)	7,998	113,870		113,870
Investment in warrants		NA	-		251,615
Total			672,125		1,654,335

Note

1. The Company owns less than 10% interest in the investee as at December 31, 2021.
2. A director and/or officer of the Company is a director and/or officer of the investee as at December 31, 2021.
3. The Company owns 32% of the outstanding common shares and the CEO is a director of the investee as at December 31, 2021. There are no contractual arrangements. Refer to Note 2 of the financial statements for details relating to the exemption to

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Eat & Beyond Global Holdings Inc.

Management Discussion & Analysis

For the year ended December 31, 2021

consolidating particular subsidiaries and the exemption from accounting for associates using the equity method for investment entities.

Nabati Foods Inc.

On September 29, 2020, the Company loaned $250,000 through a convertible note ("Note") to Nabati Foods Inc. ("Nabati"). The Note earns interest at 10% per annum, payable annually, with a five-year maturity. At any time prior to maturity, the Company has the right to convert all or any portion of the Note into fully paid and non-assessable Class A voting shares of Nabati. As at December 31, 2020, the Company determined that the expected cash flow of the note and accrued interest approximates the fair value of the note. During the year ended December 31, 2021, the convertible note and its interest receivable totalling $261,801 were converted into 748,003 common shares and 374,002 warrants of Nabati. Each warrant is exercisable for a period expiring two years from the date of issuance at a price of $0.625 per warrant. The warrants were fair valued at $154,104 at December 31, 2021 using the Black- Scholes Option Pricing Model.

Nabati Foods was a private food technology company that offers consumers selective healthy plant-based food products. Nabati is based in Edmonton, Alberta and serves the North American Market. The Company appointed Ravinder Kang and Don Robinson to the board of directors. Mr. Kang is a corporate finance professional who is experienced in all aspects of Exchange policy, corporate governance and public company obligations. Mr. Robinson Has 30 years of management and leadership experience in various consumer goods businesses. Mr. Robinson is also the Chairman of the Confectionary Manufacturers Association of Canada is the Executive Vice-Chair of the Food and Consumer Products Association of Canada.

Nabati was approved for listing on the Canadian Securities Exchange and commenced trading on October 4, 2021.

Nabati announced Mr. Aucoin as interim CEO on December 7, 2021.

SingCell Tx Pte Ltd.

On September 18, 2020, the Company loaned $144,989 (US$113,878) through a convertible note in SingCell TX Pte Ltd. ("SingCell"). The Note earns interest at 5% per annum with a maturity date of September 16, 2023. Interest is payable on the maturity date. The Note will automatically convert into fully paid senior shares at the conversion price based on certain events. As at December 31, 2020, the Company determined that the expected cash flow of the note and accrued interest approximates the fair value of the note.

Singapore based Singcell is a leader in the stem-cell based development. Operating as a contract development and manufacturing organization, they are focused on helping cultured meat companies manufacture their products and scale their operations in the Asian market. Mr. Morris was appointed to the board of directors of Singcell until he resigned in March 2021.

On October 15, 2021, Michael Aucoin was appointed to Singcell's Advisory Board. Mr. Aucoin has over 25 years of experience in food sales management and the consumer-packaged goods industry.

As at December 31, 2021, the Company recorded an impairment of the convertible note receivable of $152,998 as SingCell was unable to secure its license.

TurtleTree Labs Pte. Ltd.

TurtleTree is a leader in the development of cell-based dairy and expects to soon launch its first products in the U.S. using its cell-based dairy ingredients through multiple B2B partnerships, and fully commercialize its cultured milk within the next four to five years.

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Eat & Beyond Global Holdings Inc.

Management Discussion & Analysis

For the year ended December 31, 2021

TurtleTree recently completed a $30 million series "A" financing and are using the proceeds to build a R&D and large- scale manufacturing facility in West Sacramento, California as well as fuel its continued development of IP technologies, research on new applications, and team expansion to include world-class scientists, product management and business development associates.

The Company is represented by Michael Aucoin who sits on TurtleTree Advisory Board.

Beyond Moo

Launched in 2021, Beyond Moo is a branded oat-based yogurt, kefir, and butter manufacturer headquartered in Mississauga, Ontario. The Company completed two transactions investing in alternative oat-based dairy alternative start-up, Beyond Moo Ltd. For an aggregate investment of $768,446.50, the Company acquired a 32.1% share of the outstanding common shares of Beyond Moo. The proceeds of the investment will be used to expand distribution on the brand's current line-up of products as well as launch a single-serve drinkable kids' oat-based yogurt.

Eat Beyond is currently represented at Beyond Moo by Michael Aucoin as a member of the Board of Directors and Michael Owen and Diane Jang who both sit on the advisory committee. Mr. Owen has over 30 years of experience and is a senior marketing and sales executive. Ms. Jang is an experienced business executive, specializing in strategic planning for sustainable success, growth and profitability for companies.

Plant Power Restaurant Group LLC

California-based Plant Power Fast Food is known as an innovator in the quick service restaurant (QSR) field with its 100- per-cent-plant-based offerings and biodegradable packaging. Plant Power features a menu that ranges from burgers, fries, shakes and "chicken" tenders to wraps, salads, juices, raw items and a kids menu. Plant Power has often been referred to as a vegan version of McDonalds and other similar fast-food concepts.

The Company's investment was a portion of a $7.5 million Series "A" capital round to fund increased store location expansion. In 2021, Plant Power expanded from 7 to 10 outlets, including new locations in Las Vegas, Sacramento, and the University of California, San Diego as well as announcing the upcoming opening of an 11th outlet, located in Hollywood district of Los Angeles, California. (The Hollywood location officially opened in Q1 2022). The Company has announced its intention to continue its expansion with possible upcoming locations in the Pacific Northwest, Arizona, Texas, Utah, Colorado and New Mexico with the ultimate goal to be a national chain with locations coast to coast.

The Company is currently represented on the Plant Power board of directors by its Chairman, Don Robinson.

Daydream Drinks (11270702 Canada Inc.)

Founded in 2019, Daydream is Canada's first adaptogen-infused sparkling water with no sugar or caffeine. Our unique blend of ingredients work with the body's immune system making it a go-to beverage to increase focus, reduce stress and fatigue. Daydream is calm in a can.

Through 2021, the company has continued to expand the distribution of it products and has announced upcoming distribution deals with Live Nation and the LCBO in Canada and Urban Outfitters in the United States.

The Company is represented by Alan Linder who sits on Daydream Advisory Board. Mr. Linder has been in the Natural/Organic business for over 30 years. This includes a 25-year career in Senior Management with United Natural Foods Inc. an international Food Distribution Company. His responsibility was to work closely with both the Conventional Supermarkets and the Natural Retail Group in selecting products that worked best with their different classes of trade.

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