INVESTMENT AGREEMENT

Protocol No.12/03/19

KNOW ALL MEN WHOM IT MAY CONCERN

THAT on this______day of __________in the year of our Lord Two Thousand

and Nighteen before me:

SIKHUMBUZO MPOFU

Legal Practitioner and Notary Public, by lawful authority duly sworn and
admitted and residing and practicing at Harare, Zimbabwe, and in the presence
of the undersigned witnesses, personally came and appeared:
 J………. MUNAKI
(born …………...)
ID No. 24-042049 E83

of

ADDRESS: No. 763 Hawkshed Drive

Borrowdale
HARARE

(herein referred to as the first party)

And

MUNETSI JANGWA
(Born 5 October 1965)
I.D No. 54-027390Y04

of

……………………………….
……………………..
HARARE

And the Appearers declared that:

WHEREAS the first party is the holder of an offer of land holding under the Land
Reform and Resettlement Programme, (Model A2 Phase II) dated 02 August 2012
referenced LLRR 704 being Subdivision 2 of Chingomo of Gurungwe in Guruve
District Mashonaland Central Province measuring approximately 170.20
Hectares in extent

AND WHEREAS the first party has obligations and a five-year development plan
required satisfaction by the Ministry of Lands and Rural Resettlement;

AND WHEREAS the first party is desirous of meeting his obligations in terms of
the land holding

AND WHEREAS the second party is desirous of investing in the first party’s
farming activities in terms of attaining the obligations of the first party to the
Ministry

AND WHEREAS the first party will not hinder the second party in the projects of
attaining the obligations of the Ministry in terms of the land holding agreement

AND WHEREAS the parties acknowledge the terms and conditions of the land
holding agreement between the first party and the government

AND WHEREAS the parties are desirous to conduct a project for the betterment
of food production in the Country of Zimbabwe and the development of the farm
held by the first party at the same time making profit

NOW THEREFORE THESE PRESENT WITNESS THAT:

1. NATURE OF PROJECT

1.1. The project shall involve the following:

i. rearing of cattle; gats; sheep; among all beasts of burden and

the methods of rearing shall involve: pen fattening,……,

……….. etc
 ii. as and when agreed by the parties, the parties may engage in

cultivation of the paddock or project area for the benefit of the

project

iii. the project is a long terms meat and crop production

commercial enterprise.

iv. ‘

2. EXTENT OF PROJECT

2.1. The area of operation shall be the extent of 70 Hectares described on

the map of the area as pints marked ABCDEFG or some area as may be

agreed to by the parties from time to time.

2.2. Grazing and Paddock area shall cover such portion of the entire land

holding as may be necessary for the activities of the project.

2.3. ‘

3. DURATION

3.1. The project shall run from the effective date to the last day of the

preceding month of the tenth year unless otherwise terminated by

 agreement of the parties or as a consequence of breach of the terms

herein.

3.2. Notice of termination of the agreement may be given provided that it

shall give either party a complete cycle of harvest of 2 years

whichever is the greater.

3.3.

4. EFFECTIVE DATE

4.1. The effective date of the agreement shall be the date of signing of this

agreement.

4.2. Where the agreement has been signed by the first party and not signed

by the second party, the effective date shall be the date of

commencement of the project on the farm.

5. CONTRIBUTIONS

5.1. The first party shall contribute the following:

i. use of the land supporting structures;

ii. general knowledge of the area;

iii. all agritex and agricultural officers contacts and accessibility;

iv. facilitate that all paper work for the farm are in order and
 accessible by the second party;

v. ensure that all taxes and any rates are fully paid up

vi. farm manager

5.2. The second party shall contribute the following:

i. All capital injection for the project

ii. All stock

iii. The initial beasts for the project

iv. Management for the project

v. Security for the project

vi. Fencing of the area and extent of the project

vii.

6. OBJECTIVES

6.1. The objectives of the project shall be to:

i. Ensure that the first party complies with the conditions of the

land holding agreement he has with the government

ii. Ensure that the Farm is put to full and maximum production by

the end of the stipulated time frame

iii. Create a commercially viable farming enterprise.

 6.2. The objectives shall bind the parties to the project as long as they are
party to this arrangement.

7. PROFITS SHARE

7.1. The first party shall be entitled to all profits in the form of

developments made at the farm and compliance with the

government’s objectives and terms.

7.2. The second party shall pay the sum of ……… per term/ every farming

cycle/ season/ year

7.3. Or in addition the first party shall be entitled to 10% of the profits of

the project after expenses and working capital requirements

7.4. The remainder of all profits after payment to the first party shall be for

the second party.

7.5.

8. OWNERSHIP

8.1. The ownership of the articles, business function, beasts of whatsoever

nature, machinery, equipment, irrigation function, temporary

structures erected, installations, fencing, etc and effects as may be

removable placed by the project shall remain in the ownership of the

second party during the subsistence of the project.

8.2. Ownership of all effects in clause 8.1 above shall transfer to the first
 party on the day of termination of this agreement by expiry of time

provided the following conditions have been met:

i. ‘

ii. ‘

iii. ‘

iv. ‘

8.3.

9. ‘

10. GENERAL OBLIGATIONS

i. The first party shall communicate all and any communications

from the government which may have a bearing on the land

holding agreement between the government and the first party.

ii. The parties shall ensure absence of conflict between the project’s

interests and the interests of the first party’s farming activities in

general.

iii. First party shall supply all certified documentation necessary for

the progress of the project

iv. At the end of the agreed financial season the second party shall
 submit to the first party all necessary accounting documentation

for internal audit.

v. Tax accrued as a result of the project operations shall be paid by

both parties on a pro rata share basis to profit share.

vi. Each party shall at all material times act in good faith as against the

other.

vii.

11. CONFIDENTIALITY

11.1. Each of the Parties agrees that it shall maintain the confidentiality of,

and shall not disclose to any third party, either the existence or the

terms and conditions of this agreement without the prior written

consent of the other Party.

11.2. In furtherance, but not in limitation thereof, each of the Parties agrees

that it shall consult in good faith with the other Party and, in the

absence of the prior written consent of the other Party (such consent

not to be unreasonably withheld), it shall neither announce publicly,

nor procure any third party to announce publicly, any information

 regarding this agreement, or any business event that may be

contemplated in connection with or as a result of this agreement,

except as required by a relevant statute.

11.3. The parties acknowledge and agree that any person appointed by them

owes a duty of utmost good faith to the project and the parties shall at

all times ensure that utmost confidentiality be assured at all times by

the persons appointed by them.

11.4. Each party and its personel, officers and agents shall procure that the

confidential information may only be used for the purposes

contemplated by this Agreement.

12. NOTICES OF SERVICE

12.1. Any notice or other information required or authorised by this

Agreement to be given shall be given by:

i. delivering it by hand;

ii. sending it by pre-paid post;

iii. sending it by telex, cable, facsimile transmission or

comparable means, to the relevant Party at the addresses

referred to herein.
 12.2. Any notice or information given by post in the manner provided above

which is not returned to the sender as undelivered shall be deemed to

have been given on the fifth (5 th) day after the envelope containing it

was so posted.

12.3. Any notice or information sent by telex, cable, facsimile transmission

or comparable means of communication shall be deemed to have been

duly sent on the date of transmission.

12.4. The Parties choose as their respective domicilium citandi et

executandi, at which all notices or other communications under this

Agreement shall be sent, their respective addresses set out above.

13. GOVERNING LAW

13.1. All questions relative to the execution, validity, interpretation, and

performance of this agreement shall be governed by the laws of
Zimbabwe.

13.2. The laws of Zimbabwe shall be binding notwithstanding the consent

or lack thereof of the Ministry of lands to this agreement.

14. DISPUTE RESOLUTION

14.1. If a dispute arises that cannot be resolved through direct discussions,

parties shall participate in mediation before recourse to any other
 form of binding dispute resolution. The location of the mediation shall
be Harare Zimbabwe.

15. ATTORNEY'S FEES

15.1. Should any litigation or arbitration be commenced between the parties

concerning any provision of this Agreement, the party prevailing in
such litigation shall be granted, to recover their costs and attorney's
fees incurred in such litigation together with such collection
commissions where applicable.

16. ENTIRE AGREEMENT

16.1. This agreement contains the sole and only agreement of the parties
hereto relating to the Joint Venture. Any prior agreement, promises,
negotiations or representations not expressly set forth in this
Agreement are of no force and effect.

16.2. Any amendment to this agreement shall be binding and enforceable

where reduced to writing and signed by both parties or their
representatives with clear mandate to so append signatures.

16.3. The agreement shall be read together with the attached following
documents:

i. Offer of land holding dated 2 August 2012 in the name of the

first party
ii. Site plan for project extent with area marked ABCDEFG.

17. COSTS
 17.1. The cost for preparation of this agreement shall be borne by both

parties.

18.

THUS DONE AND SIGNED TO AT _______________ THIS ____ DAY OF APRIL

2019.

AS WITNESSES :

1. ………………………

………………………………

For the First Party

2. ………………………

THUS DONE AND SIGNED TO AT __________________ THIS __ DAY OF APRIL

2019

AS WITNESSES :

1. ………………………

……………………………..
 For the Second Party

2. ………………………