MEMORANDUM OF AGREEMENT

ENTERED INTO AND BETWEEN

Straitia Investments Pvt Ltd

Company organized and existing under the laws of Zimbabwe, having its main place of business at Unit
A2 Willowvale Industrial Park, Gleneagles Road, Harare , Zimbabwe with registration number [ENTER
REGISTERATION NUMBER].

Herein represented by [NAME OF REPRESENTATIVE], who is duly authorized to sign on behalf of the
company.

AND

Tangwena Distillery Pvt Ltd

Company organized and existing under the laws of Zimbabwe, having its main place of business at 6
Fenella Drive, Monavale, Harare, Zimbabwe, with registration number [ENTER REGISTERATION
NUMBER].

Herein represented by Robert T. Matthews (RM), who is duly authorized to sign on behalf of the
company.

(Hereinafter referred to as the “[INITIALS OF STRAITIA REPRESENTATIVE]”, “RB” and

“Party/Parties” where suitable and/or required.)

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 PREAMBLE

In order to discharge and to give effect to and their respective obligations and intentions under and
pursuant to their mutual agreement the parties have agreed to the terms and conditions set out in this
MOA.

The parties acknowledge that this MOA is drafted on the basis of recording the overall intention of the
parties and that the working parameters set out herein may require further agreements to be entered
into, in order to formally record and regulate the relationship of the parties and their respective obligations
for now and in the future. Suitable agreements/addendums will be established/added as and when
required.

The parties agree that, due to the nature of the negotiations and agreement between them, this MOA will
be contractually binding on them.

In no way derogating from any other provisions of this MOA the parties shall co-operate fully and submit
all documentation necessarily required, to facilitate the granting of permits/licenses/ company
registrations/changes and additions to, from all regulatory authorities, required to give effect to their
agreement as a whole. Any addition that is not acquired or registered, due to whatever delay, shall not
derogate from the legality or existence of it or agreement to, and shall be presumed executed and ad
idem. All such documents shall be produced and/or signed upon written request therefore.

ARTICLE I
DEFINITIONS

In this Agreement, the expressions;

1. “Straitia Investments Pvt Ltd”, or “SI” means a Private Limited Company and is a
Authorised Beverage Manufacturer, licensed to produce alcohol beverages and is
registered with the government of Zimbabwe;

2. “Tangwena Distillery Pvt Ltd”, or “TANGWENA” or “TD” means a Private Limited

Company and is registered with the government of Zimbabwe;

3. “BASE LIQUORS”, means beverages produced with gin, vodka, whiskey, tequila, rum,
or brandy.

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4. “Brands”, means any beverages produced by Tangwena name.

5. “BUSINESS DAY”, means a day which is not a Saturday, Sunday or public holiday in the
Republic of Zimbabwe;

6. “CLAIMS”, means any causes of action, damages, claims for damages, liability, loss,
cost or expense

7. “COMPANY”, means Tangwena Distillery Private Limited represented by Robert T.

Matthews;

8. “CONFINDENTIALITY AND EXCLUSIVITY AGREEMENT”, means the Confidentiality

and Exclusivity agreement entered into between the parties;

9. “MOA”, means the Memorandum of Agreement containing in this document including

Annexures, thereto;

10. “PARTIES”, means STRAITIA INVESTMENTS PRIVATE LIMITED represented by

[REPRESENTATIVE NAME], TANGWENA DISTILLERY PRIVATE LIMITED represented
by Robert T. Matthews;

11. “PRODUCT”, means a based Liquor infused with local fruits;

12. “PURCHASER”, mean a licensed vendor authorized to purchase and resell alcoholic
beverages;

13. “SIGNATURE DATE”, means the date on which the party signing it last in time executes
this MOA.

14. “SUPPLIER (Seller)”, means Straita Investments Private limited, trading as Straitia
Beverages, represented by [REPRESENTATIVE NAME].

ARTICLE II
OBJECTIVE

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This Memorandum of Agreement between Tangwena Distillery with operations in the Republic of
Zimbabwe and Straitia Investments follows the request for a MOA on the 8th of November 2022,
concerning the supply of services for the production of a base liquor product line.

The MOA shall come into effect at the date of signature and will be valid until (specify time frame) for the
supply of services listed in Appendix A.

ARTICLE III
GENERAL CONDITIONS

The supplier commits to respect the conditions of the present MOA. The terms and conditions described
in this MOA will supersede any standard terms and conditions of the supplier.

ARTICLE IV
SUBJECT OF AGREEMENT

Whereas the Tangwena (Company) intend to manufacture a based Liquor infused with local fruits in
wholesale for ultimate sale of the same to the retail licensees in the whole of the Zimbabwe at its
designated manufacturing facility;

Whereas the Tagwena (Company) intend to manufacture a based Liquor infused with local fruits in
wholesale for ultimate sale of the same to the retail licensees in the whole of the Zimbabwe at the
Supplier designated manufacturing facility;

Whereas the Supplier (Seller) has offered for the supply of a based Liquor infused with local fruits , by
offering the use of their manufacturing facility, marketing and distribution channels, and storage depots for
the supply of the product and whereas the Supplier (Seller) has further agreed to supply Tangwena at the
rate finalised by the Purchaser and duly indicating the Offer Prices, which is the F.O.R. destination price
and it includes all levies and expenses till the consignment is received at the depots of the Corporation
(Purchaser), unloaded and stacked at his own risk excluding Excise Duty/Countervailing Duty/Vend Fee
and any other tax or duty that may be imposed by the appropriate authority;

Whereas the Purchaser accepts the offer and wishes to procure from time to time depending on the
demand for the supply of Brands at the rates indicated at Annexure-X subject to the terms and conditions
mentioned at Annexure-X;

Whereas the Supplier (Seller) agrees to enter into fresh agreement with Tangwena (Company), if and
when the former has any new brand or label or pack size launched with the offer price(s) fixed in due

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manner, for sale of the said new brands to the Purchaser at the said duly fixed offer prices as in the
Annexure-X of the said fresh agreement which will remain valid till [Date Required] of the ongoing
financial year or till expiry of the validity period of the label registration whichever is earlier subject to the
terms & conditions mentioned at Annexure-X;

Whereas in the event of revision of price of an existing brand or an existing pack size during the period of
agreement in force, an addendum to the said agreement in force will be signed by both Tangwena
(Producer) and Supplier (Seller) to the extent of such revision of price having the same mentioned in a
fresh Annexure-X to the said addendum;

Whereas the said price schedule as at Annexure-X duly signed and submitted by the Supplier (Seller)
along with their offer shall be construed as acceptance of all the terms and conditions specified therein
which shall be read as part and parcel of this agreement;

ARTICLE V
Tangwena Brand

Exclusivity. Supplier agrees to be the exclusive distributor of a based liquor infused with local fruits
(“Brand”) to the Company under the Tangwena brand in accordance with the terms and conditions of the
Agreement. The Supplier agrees to pay royalties to the Company. The Parties acknowledge that the
Company is the owner of the recipes and formulas for the Brand. This Agreement does not give Supplier
the right or responsibility to manufacture any products for the Company. Supplier will not duplicate any
formulas that is manufactured on Supplier premises for any other party, including the Supplier. The
parties may add additional Brands to this agreement by attaching an additional Exhibit.

Raw Materials. Company will procure the local fruits required to manufacture the Brand. Supplier will
provide other raw materials necessary for the production, processing, batching, labeling, and packaging
of the Brand. All materials to be provided by Company for the Brand must be received by the Company at
least five (5) days prior to the scheduled production run for such Brand. Supplier will store the raw
materials provided by Company for a period of up to three (3) weeks prior to the scheduled production
run.

[The below paragraph only applies if Tangwena is not in control of the manufacturing lifecycle]
Manufacturing Loss. Company acknowledges that in the normal course of the Tangewna Brand
manufacturing the number of finished shipping units of packaged beverages will be less than the sum of
the ingredients and the packing materials supplied to the Supplier, which is defined as Manufacturing
Loss. The Manufacturing Loss can range from 2% to 5% of the total production run. Supplier shall have a
liability to Company for Manufacturing Loss in the normal course of the manufacturing process. Supplier
will make good faith efforts to obtain credit or monetary refund for Manufacturing Loss and Supplier will
pass said credit or refund on to Company.

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 ARTICLE VI
VALIDITY OF MOA

This MOA comes into force with immediate effect and shall be valid for two years. However, this MOA
shall be automatically renewed for successive one-year periods. beyond the date of the signing of the
agreement with the mutual consent of both the parties.

ARTICLE VII
TRADEMARK

Ownership of Trademarks and Use by Supplier. Supplier acknowledges the Company’s exclusive
right, title and interest in the Tangewna Trademarks. The Company grants to Supplier a non-exclusive
right and license to use the Tangewna Trademarks on labels and packaging materials approved by the
Company in the distribution of the Brand for the Company during the term of this Agreement, and for no
other purpose. The Company understands and agrees that all Brands produced under this Agreement will
conform with the labeling requirements of the regulatory bodies of Zimbabwe.

ARTICLE VIII
PRICING AND DELIVERY OF THE BEVERAGES

[The below paragraph only applies if Tangwena agreement is for the Supplier to Purchase and resell]
Supply of BRAND; Pricing. The Company will supply Supplier with, and Supplier agrees to purchase,
the Brand at the prices and on the payment terms described in Exhibit [X]. The Company will use its
commercially reasonably good faith efforts to supply the Brand in the quantities requested by Supplier
and as promptly as commercially and reasonably practicable after a purchase order is received from
Supplier.

Ordering Procedures. Supplier shall submit to the Company purchase orders in advance of the delivery
dates specified. A purchase order may be submitted and accepted in writing by e-mail. All purchase
orders shall specify the quantity and type of Brand flavor, and any other special instructions. All purchase
orders shall be subject to the terms of this Agreement.

Inspection of Beverages. Subject to the inspection conditions of this Section [Transfer of Title and Risk
of Loss] , Company will only be required to pay for the Beverages that are provided to Company free of
defects at the time of inspection. Company shall promptly inspect all pallets and shall not accept any
pallets that do not pass that inspection. At Company’s direction, the Supplier will either not charge
Company for, or will provide a credit to Company for, any damaged pallets Company receives from the
Supplier.

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Transfer of Title and Risk of Loss. Title to and risk of loss for finished Brands passes to SI upon SI’s
inspection and approval of finished Beverages by Company’s designated agent at Supplier’s facility.

ARTICLE IX
INSURANCE AND INDEMNIFICATION

Duty to Defend, Indemnify and Hold Harmless. SI agrees to indemnify, defend and hold harmless the
TD, its officers, employees, agents and representatives from and against any and all claims, causes of
action, damages, claims for damages, liability, loss, cost or expense (“Claims”), including reasonable
attorneys' fees and expenses of litigation, arising out of or related to TD’s manufacture of the Brand,
except Claims arising from the negligence or intentional misconduct of TD or TD’s breach of this
Agreement.

The foregoing indemnity, defense and hold harmless obligations shall apply to all such Claims, whether
such Claims arise from Brands acquired by the Supplier from the Company prior to the execution of this
Agreement or subsequent thereto.

TD agrees to indemnify, defend and hold harmless the SI, its officers, employees, agents and
representatives from and against any and all Claims, including reasonable attorneys' fees and expenses
of litigation, arising out of or related to the negligence or intentional misconduct of TD.

ARTICLE X
DEFAULT

Events of Default. A party shall be deemed to be in default of the terms of this Agreement if any one of
the following events ("Events of Default") occurs:

a) Such party materially violates any of the terms and conditions of this Agreement;

b) Such party shall file a voluntary petition in bankruptcy or take the benefit of any
insolvency act or be dissolved or adjudicated bankrupt or if a receiver shall be appointed for the
parties business or its assets and the appointment of such receiver is not vacated within thirty
(30) days after such appointment, or if such party shall make an assignment for the benefit of its
creditors, or if the interest of such party passes by operation of law to any person or entity other
than such party; or

c) Such party becomes insolvent, regardless of how said insolvency may be evidenced.

Remedies. Upon the occurrence of an Event of Default, the non-defaulting party may give written notice
to the defaulting party demanding that the condition of default be cured within fifteen (15) calendar days
and, if not so cured, the non-defaulting party, in addition to any other rights or remedies it may have, may
do any one or more of the following:

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 a) Commence a collection action to recover all sums of money due, reserving the right to
recover for such other sums of money which may become due under this Agreement or
otherwise;

b) Commence an action to specifically enforce its rights under this Agreement; or

c) To rescind the relevant purchase order and any future orders;

d) Terminate this Agreement.

Effect of Termination Upon the termination of this Agreement as provided herein, the obligations of the
parties will terminate, except as may be provided in this Section or elsewhere in this Agreement.

a) Upon the termination of this Agreement, the TD will manufacture and deliver to SI, and SI
will purchase on the terms and conditions specified herein, all Brands that are the subject of open
purchase orders as of the termination of this Agreement, except that if SI terminates the
Agreement for Cause due to TD’s failure to meet SI’s quality standards, TD will refund to SI any
amounts paid for open purchase orders and SI shall not have any obligation to accept any Brands
that do not meet its quality standards;

b) SI shall pay invoices properly delivered to it in accordance with the terms hereof; and

c) The provisions of the following sections of this Agreement shall continue to be in full force
and effect after the termination of this Agreement: (i) Section Indemnification and (ii) Section
Confidentiality. SI will have no right to use the Tangwenda Trademarks following termination

Remedies Cumulative. All rights and remedies granted under this Agreement shall be cumulative, and
resort by a party to any one remedy provided for hereunder shall not exclude or prevent such party from
pursuing any other rights and remedies provided under this Agreement or by law.

Attorneys' Fees. If TD or SI brings an action to enforce or assert any right granted pursuant to this
Agreement and is successful in such action, the unsuccessful party shall pay all reasonable costs and
expenses, including reasonable attorneys’ fees, incurred by the successful party in exercising its rights
and remedies hereunder.

ARTICLE XI
TERMINATION

Either party may terminate this Agreement for convenience by providing written notice to the other party
at least one hundred and eighty (180) days prior to the date of termination for convenience.

ARTICLE XII

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 ASSIGNMENT

This Agreement is personal as to the Tangwena Distillery and Straitia Investments. The rights, duties and
obligations pursuant to this Agreement cannot be transferred, assigned, pledged, made subject to a
security interest, or otherwise disposed of by either the TD or SI in whole or in part without the express
written consent of both parties. Provided, however, that either party may assign its rights under this
Agreement to a purchaser of substantially all the party’s assets or voting interests, or to a corporate
affiliate so long as the assigning party and the corporate affiliate have at least fifty percent (50%) common
ownership.

ARTICLE XIII
MISCELLANEOUS

Notice. All notices, consents, waivers, and other communications under this Agreement must be in
writing and will be deemed to have been duly given (a) when delivered by hand (with written confirmation
of receipt), (b) three (3) days after being deposited in the mails, if sent by certified mail, with return receipt
requested, (c) upon confirmed receipt, if sent by facsimile transmission during normal business hours of
the receiving party on a business day, or (d) one (1) day after sending, if sent by a nationally recognized
overnight delivery service (receipt requested) specifying next day delivery, in each case to the appropriate
addresses or telecopy numbers set forth on the signature page hereto (or to such other addresses or
telecopy number as a party may designate by notice to the other parties).

No Partnership, Joint Venture, Franchise, Employer / Employee Relationship. It is understood and

agreed that this Agreement and the relationship created hereby shall not be considered to be a
partnership, joint venture, franchise, or an employer/employee relationship, and neither the Company nor
Supplier shall have the right or authority to represent the other in any capacity or to transact any business
or incur any obligations, contractual or otherwise for, in the name of, or on behalf of the other, unless
otherwise authorized to do so in writing. The relationship between the Company and Supplier shall be that
of producer and supplier.

Authority to Enter into Agreement. The Company and Supplier affirm that they are validly constituted
corporate entities with full right, power and authority to enter into this Agreement and to perform their
respective obligations hereunder.

Waivers. No failure or delay on the part of the Company or Supplier to exercise any right, power or
remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power
or remedy preclude any other or further exercise thereof or the exercise of any other right, power or
remedy under this Agreement. No amendment, modification or waiver of any provision of this Agreement
shall be effective unless the same shall be in writing signed by the Company and Supplier.

Governing Law, Jurisdiction and Dispute Resolution. This Agreement, and all controversies, claims
and disputes arising out of or relating to this Agreement or either party’s performance under this
Agreement, including claims for breach of contract and related causes of action, shall be governed by the
laws of the Republic of Zimbabwe. In the event of any controversy or claim arising out of or relating to

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this Agreement, or the breach thereof, the parties hereto agree first to try and settle the dispute by
mediation. If settlement is not reached within 45 days after service of a written demand for mediation,
either party may file suit in accordance with the above.

Entire Agreement. This Agreement, which incorporates herein by reference EXHIBITS [“x…”],
constitutes the entire, complete and exclusive statement of the terms of the agreement between the
parties with respect to the subject matter hereof and supersedes and cancels any prior agreements, term
sheets, understandings, covenants, promises, assurances, course of dealing or performance,
representations, warranties, or communications, whether oral or written, between the parties hereto. No
covenant, term, provision, representation or agreement not expressly contained herein shall be implied as
a matter of law, interpretation, course of performance or conduct of the parties. Neither this Agreement
nor any provision hereof may be amended, waived or modified except by written instrument signed after
the date hereof by all parties hereto and expressly stating therein that such instrument is intended as an
amendment, modification or waiver hereof. This agreement supersedes all previous agreements, whether
written or oral.

Severability. If any terms or provisions of this Agreement are deemed to be invalid or unenforceable,
such determination shall not affect the validity or enforceability of the remaining terms and provisions
hereof.

Benefited Parties. This Agreement shall be binding upon and inure to the benefit of any permitted
purchasers, successors or assigns of the Company or Supplier.

IN WITNESS WHEREOF, this Agreement has been executed on this XX day of November 2021

The Company The Supplier

Tangwena Distillery Pvt Ltd. Straitia Investments Pvt Ltd

Signature: Signature:
Name: Robert T. Matthews Name:
Title: Chief Executive Officer Title:

Exhibits [ ]

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