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INVESTMENT PARTNERSHIP CONTRACT FOR THE SALE OF 42% SHARES IN THE

SAHARA GINGER DRINK AS ONE OF THE PRODUCTS OF LUPEMBE BEVERAGES


AND GENERAL TRADING LIMITED BRANDS

This Investment Partnership Contract (“Agreement”) is made on 24th March2023 by and between
Lupembe Beverages and General Trading Limited, a limited liability company organized under the
laws of Zambia and having its registered office at Makeni/Lusaka, Zambia. (“Company”), and ETHAN
GADY, an individual currently residing at Lilayi, Lusaka (“ETHAN GADY”).

WHEREAS, the Company is the owner of 100% shares of the Sahara Ginger drink product produced
by Lupembe Beverages and General Trading Limited;

WHEREAS, ETHAN GADY desires to invest a total amount of thirty thousand US dollars ($30,000)
towards the purchase of forty-two percent 42% shares of the Sahara Ginger brand.

Therefore, in consideration of the foregoing and the mutual promises and covenants herein
contained, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows underneath:

1. Sale of Sahara Ginger Drink. The Company shall sell to ETHAN GADY forty-two percent 42% shares
of the Sahara Ginger Product, free and clear of all liens and encumbrances.

2. Investment Amount. ETHAN GADY agrees to pay $15,000 in cash and will be paying the remaining
$15,000 as follows: one thousand US Dollars ($1,000) every two weeks from 24th March 2023, until
7 months and 15 days towards the purchase of the Sahara Ginger Product shares.

3. Closing Date. The closing of the sale and purchase of the Sahara Ginger Product shall take place on
24th March2023, unless extended by mutual agreement of the parties.

4. Representations and Warranties:

a. The Company represents and warrants to ETHAN GADY that:

i. The Company is the owner of the Sahara Ginger Product, free and clear of all liens, claims, and
encumbrances;

ii. The Company has the full power and authority to sell and transfer forty-two percent 42%
shares of the Sahara Ginger Product to ETHAN GADY; and

iii. There are no material adverse facts or circumstances relating to the Sahara Ginger Product
that have not been disclosed to ETHAN GADY.

b. ETHAN GADY represents and warrants that:

Contract made on 24th march 2023


i. ETHAN GADY has the full power and authority to enter into this Agreement and to
purchase forty-two percent 42% shares of the Sahara Ginger Product and agree to share equally
expenses with LUPEMBE Beverage and General Trading limited related to Sahara Ginger product
affairs.

ii. ETHAN GADY has conducted his own due diligence into the Sahara Ginger Product, and
ETHAN GADY has relied solely on his own due diligence in determining the value of the Sahara
Ginger Product; and

iii. ETHAN GADY has not relied on any representations or warranties, express or implied, made
by the Company as to the value or investment merits of the Sahara Ginger Product.

5. Closing. At the Closing, the Company shall deliver to ETHAN GADY a certificate or other evidence
of ownership of forty-two percent 42% shares of the Sahara Ginger Product upon a full payment of
$30,000 duly endorsed for transfer to ETHAN GADY.

6. Rights and Obligations:

a. The Company shall provide to ETHAN GADY all necessary information in a timely manner to
enable ETHAN GADY to make decisions about the purchase, promotion, and sale of the Sahara
Ginger Product.

b. ETHAN GADY will have the right to promote, distribute, and sell the Sahara Ginger Product
within the territory specified in the Agreement.

7. Profit Sharing:

a. The parties agree to share the profits derived from the sale of the Sahara Ginger Product as
follows:

i. During the period when ETHAN GADY is making payments towards the purchase price
of the Sahara Ginger Product, ETHAN GADY shall be entitled to 21% of the net profits, and the
Company shall be entitled to 79% of the net profits.

ii. After ETHAN GADY has made the full payment of $30,000 towards the purchase of the
Sahara Ginger Product, ETHAN GADY shall be entitled to 42% of the net profits, and the Company
shall be entitled to 58% of the net profits.

Iii. In case ETHAN GADY fails to pay the remaining balance of $15,000 in
accordance with the terms agreed upon with Lupembe Beverages and General
Trading Limited, he will be considered to have forfeited his claim to any ownership
percentage beyond the initial 21% shares already paid for. Lupembe Beverages and
General Trading Limited reserves the right to deny ETHAN GADY any further claim to
ownership beyond the initial 21%.

8. Miscellaneous:

Contract made on 24th march 2023


a. This Agreement constitutes the entire agreement between the parties and supersedes all prior
agreements and understandings, whether written or oral, relating to the sale of the Sahara Ginger
Product and the investment partnership.

b. This Agreement shall be binding upon and inure to the benefit of the parties here to and their
respective heirs, administrators, executors, successors, and assigns.

c. Any disputes arising out of or in connection with this Agreement shall be resolved by arbitration in
accordance with the rules of the Zambian government by a single arbitrator appointed by the
parties.

d. This Agreement shall be governed by and construed in accordance with the laws of Zambia.

e. This Agreement may not be amended or modified except in writing signed by the parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written
in the presence of their respective witnesses. LUPEMBE Beverages and General Trading limited will
arrange witnesses to be present during the signing, and ETHAN GADY will provide his witnesses too.

For and on behalf of the LUPEMBE BEVERAGES AND GENERALTRADING LIMITED:

OBED MUSAFIRI as the DIRECTOR, CEO & Founder OF LUPEMBE BEVERAGES AND GENERALTRADING
LIMITED, Holding NRC 572498/99/3.

Signature…………………………………………………………………………………………………………………………………………….

For and on behalf of ETHAN GADY the shareholder of the said 42% shares, holing a USA Passport
number PC 677266756

Signature ……………………………………………………………………………………………………………………………………………

Witnesses on behalf of LUPEMBE Beverages and general Trading limited

1……………………………………………………………………………………………………………………………………………………….

2……………………………………………………………………………………………………………………………………………………….

3……………………………………………………………………………………………………………………………………………………….

4……………………………………………………………………………………………………………………………………………………….

Witnesses on Behalf of ETHAN GADY

1…………………………………………………………………………………………………………………………………………………………

2………………………………………………………………………………………………………………………………………………...........

3…………………………………………………………………………………………………………………………………………………………

4…………………………………………………………………………………………………………………………………………………………

Contract made on 24th march 2023

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