Document

WHEREAS, the Company has adopted and maintains the HF Foods Group Inc. 2018 Omnibus Equity Incentive Plan effective August 10, 2018, amended as of June 3, 2024 and as may be further amended from time to time (the “Plan”);

WHEREAS, on April 15, 2026 (the “Grant Date”) the Company and the Grantee entered into that certain Restricted Stock Unit Award Agreement (the “Prior Agreement”), pursuant to which the Committee authorized the grant to the Grantee of a Restricted Stock Unit Award under the Plan in the form of restricted stock units (“RSUs”) , on the terms and conditions set forth in the Plan and as provided in the Prior Agreement (the “RSU Award”); and

1.Plan. This RSU Award is made pursuant to the terms of the Plan which are incorporated herein by reference. Terms used in this Agreement which are defined in the Plan shall have the same meaning as set forth in the Plan. In the event any provisions hereof are inconsistent with those of the Plan, the provisions of the Plan shall control, except to the extent expressly modified herein pursuant to authority granted under the Plan.

2.Grant of RSU. The Company hereby grants to the Grantee an Award of ________ RSUs. Each RSU represents the right to receive one Share, subject to the terms and conditions set forth in this Agreement and the Plan. All RSUs shall be subject to the restrictions and forfeiture provisions contained in the following paragraphs of this Agreement, such restrictions and forfeiture provisions to become effective immediately upon execution of this Agreement by the parties hereto.

(a)Except as provided below and subject to the Grantee’s continuation of service with the Company during the vesting period, the RSU shall vest in equal one-third installments on the first through third anniversaries of March 17, 2026. The unvested portion of the Award is subject to forfeiture.

(b)Termination of Service. Except as otherwise provided in Section 4 or in the Plan, in the event of the Grantee’s Termination of service with the Company for any reason or no reason, the provisions of Section 10 of the Plan shall control, and (i) in the event the Grantee ceases to be employed with the consent of the Committee before the end of a vesting period subject only to continued service with the Company or a Subsidiary, the number of Shares subject to the RSU Award that shall vest shall be determined by the Committee, (ii) in the event the Grantee ceases to be employed for any other reason, the Grantee will immediately and automatically forfeit all rights to any of the RSUs that otherwise would vest after the date the Grantee’s employment or other service provision relationship ends, in each case, subject to the acceleration of vesting provisions set forth in Section 4 and any discretionary acceleration of vesting which occurs pursuant to administrative procedures and rules adopted by the Committee.

(a)Termination without Cause in Connection with a Change in Control. Notwithstanding the foregoing, 100% of the number of Grantee’s unvested RSUs shall vest if Grantee’s employment is terminated by the Company without Cause within six months prior or twenty-four months following a Change in Control, provided that Grantee has not given notice of resignation.

(b)Death or Disability. Notwithstanding anything under this Agreement to the contrary, in the event of the Grantee’s death or Disability while still a Participant, and provided that Grantee has not, prior to the date of his/her death or Disability, been given notice of termination for Cause, then 100% of the Grantee’s unvested RSUs shall vest as of the date of death or Disability immediately prior to the time of death. “Disability” means Grantee becoming disabled within the meaning of the Company’s then-current or most recent long-term disability plan applicable to Grantee.

5.Restrictions on Transfer of RSU. This Agreement and the RSU Award shall not be transferable other than by will or by the laws of descent and distribution and the RSU Award shall be settled, during the Grantee’s lifetime, solely to the Grantee.

6. Payment of RSU. Subject to the terms and conditions set forth in this Agreement and the Plan and upon satisfaction of the vesting requirement as provided in Section 3 and Section 4, the Grantee shall be entitled to receive a number of Shares equal to the number of RSUs specified in Section 2, as may be modified by Section 4. Such distribution shall be made no later than by the fifteenth (15th) day of the calendar month following the end of the calendar month in which the RSU Award first becomes vested (i.e., no longer subject to a “substantial risk of forfeiture”). The right to receive payment of RSUs are subject to Grantee’s compliance with the terms of any restrictive covenants and employment agreement which Grantee has entered into with the Company.

7.Regulation by the Committee. This Agreement and the RSU Award shall be subject to the administrative procedures and rules as the Committee shall adopt. All decisions of the Committee upon any question arising under the Plan or under this Agreement, shall be conclusive and binding upon the Grantee and any person or persons to whom any portion of the RSU Award has been transferred by will, by the laws of descent and distribution.

9.Reservation of Shares. With respect to the RSU Award, the Company hereby agrees to, at all times, reserve for issuance and/or delivery upon settlement of the RSU Award, such number of Shares as shall be required for issuance and/or delivery upon such settlement pursuant to the RSU Award.

10.Withholding. The Company or an Affiliate shall be entitled to deduct and withhold the minimum amount necessary in connection with the issuance of Shares to the Grantee to satisfy its withholding obligations under any and all federal, state or local tax rules or regulations.

11.Amendment. The Committee may amend this Agreement at any time and from time to time; provided, however, that no amendment of this Agreement that would materially and adversely impair the Grantee’s rights or entitlements with respect to the RSU Award shall be effective without the prior written consent of the Grantee (unless such amendment is required in order to cause the Award hereunder to be exempt from Code Section 409A).

12.Grantee Acknowledgment. Grantee acknowledges and agrees that the vesting of Shares pursuant to this Agreement is earned only by continuing service with the Company. Grantee further acknowledges and agrees that nothing in this Agreement, nor in the Plan shall confer upon the Grantee any right to continue in the service of the Company, nor shall it interfere in any way with Grantee’s right or the Company’s right to terminate Grantee’s service at any time, with or without Cause. Grantee acknowledges receipt of a copy of the Plan and the Company’s Clawback Policy and represents that he or she is familiar with the terms and provisions thereof. Grantee has reviewed the Plan, the Clawback Policy and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. By executing this Agreement, the Grantee hereby agrees to be bound by all of the terms of both the Plan and this Agreement.


DB1/ 173341851.4


DB1/ 173341851.4


DB1/ 173341851.4


DB1/ 173341851.4