8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): May 16, 2023

Commission File Number 001-39223

MUSCLE MAKER, INC.

(Exact name of small business issuer as specified in its charter)

Nevada	47-2555533
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1751 River Run, Suite 200, Fort Worth, Texas 76107

(Address of principal executive offices)

(832) 604-9568

(Issuer’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act: Not applicable.

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value	GRIL	The Nasdaq Stock Market

Item 1.01 Entry into a Material Definitive Agreement.

On May 16, 2023, Muscle Maker Inc. (the “Company”) through its wholly owned subsidiary, Sadot LLC (“Sadot”), entered into a Purchase of Right and Variation Agreement (the “Variation Agreement”) with Zamproagro Limited, a Liberian corporation (“ZPG”) and Cropit Farming Limited, a Zambian corporation (“Cropit”) pursuant to which ZPG assigned all of its rights, liabilities and obligations of the Put and Call Option Agreement Over Land entered between ZPG and Cropit dated December 29, 2022 (the “Put Land Agreement”) to Sadot, which provided ZPG with a one year call option to acquire 70% of 4,942 acres (2000 hectares) of producing agricultural land along with buildings and related assets located within the Mkushi Farm Block of Zambia’s Region II agricultural zone (the “Farm”) for a purchase price of approximately $8.5 million USD. The Put Land Agreement further provides that Cropit will continue to retain 30% of the Farm and that following closing, Cropit and the purchaser will form a special purpose vehicle in which both parties will contribute their ownership interest in the Farm to the special purpose vehicle for their respective percentage interest.

On May 16, 2023, Sadot and Cropit entered into Joint Venture Shareholders Agreement pursuant to which the parties agreed to form a new entity in Zambia to serve as a joint venture with respect to the farming of the Farm. The joint venture is expected to be named Sadot Enterprises Limited (“Sadot Zambia”) with Sadot holding 70% of the equity and Cropit holding 30% of the equity. Following its formation, Sadot Zambia will hold 100% of the Farm. Sadot and Cropit will each have the right to appoint one director to the Board of Directors of Sadot Zambia. Further, upon formation, Sadot shall contribute $3.5million into escrow for the primary purpose of discharging a loan secured by the Farm held by ABSA Bank.

On May 16, 2023, Sadot, Cropit and Chibesakunda & Co., as escrow agent (the “Escrow Agent”) entered into an Escrow Agreement pursuant to which the Escrow Agent will hold all documentation required to allot Sadot 70% of Sadot Zambia, documentation required to transfer the Farm to Sadot Zambia and USD $3.5 million contributed by Sadot. At closing, the Escrow Agent will release the required funds to ABSA Bank and release the required documentation with respect to the allocation of Sadot’s interest in Sadot Zambia and the transfer of the Farm. Closing is subject to obtaining clearance from the Zambian Competition and Consumer Protection Commission.

Item 9.01 Financial Statements and Exhibits

(d) Index of Exhibits

Exhibit No.	Description
10.1	Purchase of Right and Variation Agreement between Sadot LLC and Zamproagro Limited, a Liberian corporation, dated May 16, 2023
10.2	Put and Call Option Agreement Over Land entered between Zamproagro Limited, a Liberian corporation and Cropit Farming Limited, a Zambian corporation, dated December 29, 2022
10.3	Joint Venture Shareholders Agreement between Sadot LLC and Cropit Farming Limited, a Zambian corporation, dated May 16, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MUSCLE MAKER, INC.
By:	/s/ Michael Roper
Name:	Michael Roper
Title:	Chief Executive Officer

Date: May 22, 2023

EX-10.1

Exhibit 10.1

PURCHASE OF RIGHT AND VARIATION AGREEMENT

This Purchase of Right and Variation Agreement (the “Agreement”) is made and entered into on 16/05/2023, by and between the following Parties:

1. Zamproagro Limited, a company incorporated under the laws of Liberia with a registered address of 605, Al TELAL 17 Building, Nad Al Hammar Village, Dubai, UAE

(“ZPG”); and

2. Sadot LLC, a company incorporated under the laws of Delaware, United States with its registered office at 251 Little Farms Drive Street, Wilmington, Delaware 19808, USA

(“Sadot”); and

3. Cropit Farming Limited, a company organized and existing under the laws of Zambia, Box P/B 24 Mkushi Farm 3283 Mkushi Farm Block (“CFL”)

(Each of CFL, Sadot and CFL are referred to as a “Party” and collectively the “Parties”)

WHEREAS:

A. This Agreement is made pursuant to the Put and Call Option Agreement Over Land executed between ZPG and CFL wherein ZPG acquired the option to purchase 70% of certain Lands as more particularly described in that agreement (the “Original Contract”).

B. For consideration received by ZPG from Sadot as dealt with by way of a separate contractual agreement, ZPG wishes to transfer all of its rights, liabilities and obligations under the Original Contract to Sadot on and subject to the terms of this Agreement. CFL agrees to the novation of ZPG’s liabilities to Sadot arising herein.

C. As a consequence of the foregoing, the Parties have agreed to effect the Variation (as defined below) of the terms of the Original Contract as of the Effective Date (as defined below).

D. The Parties hereby expressly acknowledge and agree that this Agreement is supplemental and supersedes the Original Contract and all terms which are not specifically defined contained within this Agreement have the same meaning ascribed to them in the Original Contract.

NOW THEREFORE in consideration of the foregoing mutual promises contained herein, the sufficiency of which is hereby acknowledged by each of the Parties, the Parties hereby agree as follows:

1. Definitions and Interpretation

1.1 The definitions in this Clause shall apply to this Agreement:

1.1.1 “Effective Date” means the date of this Agreement.

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1.1.2 “Variation” means the amendment made to the Original Contract by this Agreement as more particularly described in Schedule A of this Agreement.

1.2 Words in the singular include the plural and in the plural include the singular.

1.3 The recitals and Schedule A form part of and are deemed to be incorporated into this Variation Agreement.

1.4 A reference to a Clause in this Variation Agreement shall, unless expressly stated otherwise, be a reference to a Clause in the Original Contract.

1.5 A reference to the Original Contract shall mean a reference to the Original Contract as varied by this Agreement.

2. Variation to the Original Contract

2.1 The Parties agree that the Original Contract is varied as more particularly described in Schedule A of this Agreement.

3. Conflict

The Parties further acknowledge and agree that if there is a conflict between the terms of this Agreement and the terms of the Original Contract then the terms of this Agreement will prevail.

4. General

4.1 This Agreement constitutes the entire agreement between the Parties and supersedes all previous agreements, understandings, communications or discussions between the Parties in relation to the subject matters detailed herein, including but not limited to representations made in any materials related to and/or incorporated in, the materials of the Original Contract.

4.2 All provisions contained in the Original Contract not varied by this Agreement shall continue in full force and effect.

4.3 The Parties shall keep confidential the terms of this Agreement except as required by law and as far as necessary to implement and enforce any of its terms and this Clause 4.3 shall survive the termination of this Agreement.

4.4 This Agreement shall be governed by, and interpreted in accordance with, the laws of Zambia.

4.5 Any disputes in respect of this Agreement and the Original Contract, shall, if they cannot be amicably settled by the Parties, be resolved pursuant to the terms of the Original Contract.

4.6 This Agreement shall become effective as of the Effective Date.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed and delivered as a deed on the day and year first before written.

/s/	/s/Jennifer Black
Zamproagro Limited	Sadot LLC
/s/
Cropit Farming Limited

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SCHEDULE A

VARIATION(S) TO THE ORIGINAL CONTRACT

VARIATIONS

Other than the Variations set out below, there shall be no other changes to the Original Contact:

1. In accordance with Clause 2.4 of the Original Contract, the Parties agree that ZPG shall transfer all of its rights, liabilities and obligations under the Agreement to Sadot.

2. With effect from the Effective Date, the Parties agree that:

a. ZPG transfers all of its rights and obligations under the Original Contract to Sadot;

b. Sadot shall perform the Original Contract and be bound by its terms in every way as if it were the original party in place of ZPG;

c. CFL shall perform the Original Contract and be bound by its terms in every way as if Sadot were the original party to it in place of ZPG;

d. ZPG and CFL shall release each other from all future obligations under the Original Contract;

e. CFL releases and discharges ZPG from all claims and/or demands under or in connection with the Original Contract, including without limitation claims for negligence, whether arising before, on, or after the Effective Date;

f. CFL and Sadot shall have the right to enforce the Original Contract and pursue any claims and demands under it against each other with respect to matters arising before, on or after the Effective Date, as if Sadot were the original party to the Original Contract and not ZPG;

g. ZPG hereby assigns to Sadot all defences that ZPG has to any claim and/or demand under or in connection with the Original Contract, including without limitation claims for negligence, arising before the Effective Date, for the use of Sadot in defending any such claim and/or demand;

h. CFL shall deal solely with Sadot in respect of the Original Contract to the whole exclusion of ZPG.

i. The Original Contract will, in all other respects, continue in full force and effect on its existing terms.

3. Sadot and CFL hereby expressly agree to enter into a separate Definitive Agreement whereby CFL is appointed to undertake the management of the Lands.

End of Variations to the Original Contract

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EX-10.2

Exhibit 10.2

DATED

29 December 2022

PUT AND CALL OPTION AGREEMENT OVERLAND

relating to

Relating to 100% of the Lands and equipment currently held by CROPIT

FARMING LIMITED

between

CROPIT FARMING LIMITED

(Owner)

And

ZAMPROAGRO LIMITED

(Purchaser)

This agreement is dated 29 December 2022

Parties

(1) CROPIT FARMING LIMITED, a company organized and existing under the laws of Zambia, Box 840043 Mkushi Farm 3283 Sub D Mkushi Farm Block (Owner); and

(2) ZAMPROAGRO LTD incorporated and registered in Liberia with company number 100890 whose registered office is at 605, Al TELAL I7 Building, Nad Al Hammar Village, Dubai, UAE (Purchaser);

collectively referred to as the “parties”.

BACKGROUND

(A) The Owner owns the Lands and has agreed to grant the Purchaser a call option to buy 70% of them in accordance with the terms of this agreement.

The Purchaser has agreed to grant the Owner a put option to require the Purchaser to buy 70% the Lands in the event that the Purchaser does not exercise the call option within a period of one (1) year from the date of the execution of this agreement.

(B) The parties agree that the Purchaser may sell on all or part of its call option to buy the Lands to any third party subject to obtaining written consent from the Owner and to the third party acceding to the all the terms, conditions and obligations in respect of the Purchaser herein.

(C) The parties further agree that the Owner shall be entitled to retain 30% of the Lands and that should the Purchaser elect to purchase the Lands, then in such case, 100¾ of the Lands shall be transferred into the name of a newly formed SPV in which the Purchaser shall own 70% of the Share Capital and the Owner shall own 30¾ of the Share Capital of that SPV.

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Agreed Terms

1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions:

Purchaser’s Option: the option granted by the Owner to the Purchaser by this agreement to transfer 70% of the Lands into its name or toa third party’s name.

Purchaser’s Option Notice: written notice exercising the Purchaser’s Option.

Purchaser’s Option Period: subject to extension in accordance with clause 5, the period of one year from the date of this agreement.

Purchaser’s Option Sum:_______________

Owner’s Option: the put option granted by the Purchaser to the Owner by this agreement, which requires the Purchaser to transfer 70% interest in the Lands into its name or any other party’s (subject to written consent from the Owner) name prior to the expiry of the Purchaser’s Option Period.

Sale Price:________________________	Plus taxes arising from the transaction
and related agreed upon fees.

Title Documents: means the documents of title to the Lands which arc annexed to this agreement at Schedule l

Lands: means the land owned by the Owner as described in the attached Title Documents and excluding the area marked in red on the document marked Sketch Plan which is limited to the main house, cottage and land where both are situated and to include the two vehicles.

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Working D11y: any day from Monday to Friday (inclusive), which is not a public holiday in Zambia.

A person includes a natural person, corporate or unincorporated body {whether or not having separate legal personality).

Any reference to the Owner includes its successors in title.

Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement.

Any reference to this agreement includes the Schedules.

Unless the context otherwise requires, references to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

Unless expressly provided otherwise in this agreement, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

Unless expressly provided otherwise in this agreement, a reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision.

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1.10 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.11 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.12 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.13 A reference to writing or written includes email.

1.14 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

2. Purchaser’s Option

2.1 On the date of this agreement, the Purchaser will pay the Purchaser’s Option Sum to the Owner.

2.2 The Purchaser’s Option Sum forms part of the Sale Price.

2.3 In rerum for the Purchaser’s Option Sum, the Owner grants the Purchaser an option during the Purchaser’s Option Period to buy the Lands at the Sale Price for which the transfer of the Lands must take place before the expiry of the Purchaser’s Option Period unless extended in accordance with the terms of Clause 5.1.

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2.4 The Purchaser agrees to pay the Owner the entirety of the Sale Price within the timeframe as advised by ABSA Bank Zambia Pie and in any case no later than I 5^th May 2023. Upon payment of the Sale Price in accordance with this Clause 2.4, the Owner shall issue the Purchaser a Compliance Confirmation Letter in accordance with Schedule 2 hereof confirming that:

(a) The Purchaser is entitled to 70% of the Lands and equipment agreed upon in schedule 2; and

(b) The Purchaser shall have one year from the date of the execution of this agreement to transfer 70% interest in the Lands and equipment into its or (subject to written consent of the Owner) into the name of any other company.

2.5 The Owner acknowledges that the Compliance Confirmation Letter referred to in Clause

2.4 above may be shown by the Purchaser to any other prospective third-party purchasers, notwithstanding any obligations of confidentiality imposed by Clause 19 hereof.

2.6 Should the Purchaser fail to make payment of the Sale Price within the stipulated time of this agreement and within the timeframes required by any third party so to ensure business continuity in accordance with the essence of this agreement and in particular Absa’s timelines agreement shall automatically terminate and the Purchaser shall be liable for any costs incurred by the Owner in furtherance of this agreement.

2.7 Payment of the Sale Price shall be subject to the parties obtaining any competition law approvals as may be required, in the absence of such approvals, the Purchaser shall pay the Sale Price into an escrow account in favour of the Owner and Absa Bank Zambia Pie and the monies shall be automatically released upon compliance with any competition laws.

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3. Owner’s Option

3.1 In return for the grant of the Purchaser’s Option, the Purchaser grants the Owner a put option to require the Purchaser to transfer 70% interest in the Lands into the Purchaser’s name or such other third party’s name prior to the expiry of the Purchaser’s Option period.

4. Assignability of this agreement

4.1 The grant of the Purchaser’s Option is not personal to the Purchaser. Subject to payment of the full Sale Price and subject also to written consent of the Owner, the Purchaser may, assign, sell, part sell, transfer in whole or in part, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement or any part of it.

5. Extensions to Purchaser’s Option Period

5.1 Subject to the Purchaser having paid the Sale Price, if at the end of the Purchaser’s Option Period, the Purchaser is reasonably unable to transfer the Lands into an SPV in either its or a third party’s name, then the Purchaser’s Option Period will be extended for a period ofno more than three years from that date.

5.2 Notwithstanding the provisions of any other clause herein, the Purchaser’s Option Period shall not in any circumstances be extended beyond the extension set out in Clause 5.1.

6. Exercise of Owner’s Option

6.1 Provided that the Purchaser’s Option has not been exercised in accordance with the terms of this agreement, the Owner may exercise the Owner’s Option at any time after the expiry of the Purchaser’s Option Period by serving an Owner’s Option Notice on the Purchaser.

7. Risk and insurance

7.1 With effect from the payment of the full Sale Price, tbe Lands will be at the Purchaser’s risk and the Owner will be under no obligation to the Purchaser to insure it.

7.2 The Purchaser will not be entitled to refuse to complete or to delay completion due to any event occurring after payment of the full Sale Price that results in:

(a) any damage to the Lands or any part of it; or

(b) any deterioration in the condition of the Lands.

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7.3 The Purchaser also agrees to clear bank encumbrances or mortgages imposed orlevied by any financial institutions prior the exercise of the Purchaser’s Option on the Lands and equipment as expressed to the Purchaser , namely the bank charge on land an equipment. For the avoidance of doubt the Sale Price shall be used to liquidate:

(a) all and any amounts to be transferred to ASSA Bank Zambia Pie in the name of the Owner and in the sum of USD3,200,000 which debt payment will secure the release of the title deeds in respect of the Lands; and

8. Vacant possession

8.1. The Lands will be sold with vacant possession at the point of transfer.

The Owner hereby expressly acknowledges and agrees that any construction on the Lands or any benefit deriving therefrom shall be for the entire benefit of the Purchaser at the point the Purchaser exercises its right to transfer the Lands but the benefit shall exclude any crop that is harvested by the Owner prior to payment of the Sale Price (the 2023 Crop) which crop shall remain for the sole benefit of the Owner. The owner will maintain ownership of all harvested crops. The Purchaser has the option to purchase the biological stock of maize and soya off the owner at an agreed price by both parties.

The 110 ha of wheat that has been planted will be sold to the purchaser. The price is to include All costs incurred relating to the wheat are to be paid to the owner, including land prep, lime, chemicals, seed, fertilizer, zesco, wages, and diesel expenses accrued. This allows the owner to clear off any COGS debts to suppliers relating to this crop and allows for the Purchaser to commence immediate ownership of the wheat. This amount is to be paid directly to the owner immediately after the transfer of title in to the new legal venture.

Avo income will become the ownership of the purchaser as the agreement commencement.

Diesel stocks, fertilizer stocks, and seed stock, and spares pans stocks will be agreed upon by both parties on date of take over.

8.2

8.3 The Purchaser acknowledges and agrees that the residential area of the owner (main house) (as indicated in red in the sketch plan) on the Lands shall be subdivided and shall not form part of the sale of the Lands.

9. Title guarantee

9.1 The Owner will transfer the Lands with full title guarantee.

10. Owner’s Retention of benefits derived from the Lands prior to transfer

10.1 The Owner shall be entitled to any benefit derived from the Lands until such time as the Purchaser exercises its option to transfer the Lands.

10.2 The Owner acknowledges and agrees that where any act gives rises to a future benefit then such future benefit shall be transferred along with the Lands to the Purchaser at the point it exercises its right to transfer the Lands.

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10.3 The Purchaser shall be solely responsible for paying the following in respect of this transaction:

(a) Property transfer tax;

(b) Any fees and charges related to any competition law approvals;

(c) Any taxes and impositions in respect of this transaction;

(d) Consultancy fees of the Owner in the sum of a minimum of 3.5% of bank settlement cost in the form of cash or cash in kind

11. Purchaser’s knowledge

The Purchaser is deemed to have full knowledge of:

(a) the Owner’s title to the Lands (including the Title Documents); and

(b) the matters referred to elsewhere in this agreement;

and is not entitled to raise any enquiry, objection, requisition or claim in relation to any of them.

12. Transfer

12.1 The transfer to the Purchaser will contain:

(a)	a declaration as to the title guarantee with which the transfer is made as stated in this agreement;
(b)	a statement that the disposition effected by the transfer is made subject to all the matters to which this agreement is made subject as set out in this agreement;
(c)	a grant in favour of the Purchaser and its successors in title, for the benefit of the

Lands and each and every part of it, and all rights of use which come with obtaining of title.

12.2 The Owner and the Purchaser will execute as a deed the transfer in the form required by relevant laws and the Owner agrees in original and counterpart.

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13. Termination

Without affecting any other right or remedy available to it, the Owner may terminate this agreement with immediate effect by giving notice to the Purchaser if any of the following events occur:

(a) the Purchaser is in fundamental breach of any of its obligations in this agreement;

(b) the Purchaser is in substantial breach of any of its obligations in this agreement and has failed to rectify the breach within a reasonable time after receiving notice to rectify from the Owner;

(c) the Purchaser suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of relevant insolvency legislation;

(d) the Purchaser commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of the Purchaser with one or more other companies or the solvent reconstruction of the Purchaser;

(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Purchaser (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Purchaser with one or more other companies or the solvent reconstruction of the Purchaser;

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(f) an application is made to court or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Purchaser (being a company);

(g) the Purchaser (being a company) is struck off from the Register of Companies; or

(h) the Purchaser otherwise ceases to exist.

14. Registration of the transfer

14.1 At the point of transfer, the Purchaser shall:

(a) apply to register the transfer at the relevant land registry and the Purchaser agrees in accordance with clause 10 to bear any costs, including taxes of the transfer;

(b) send the Owner official copies of the Purchaser’s title within one month of completion of the registration.

14.2 At the point of transfer, the Owner shall:

(a) Engage with the Purchaser or such other third party the Purchaser has sold on its option to, to execute the most tax-efficient structure to acquire the Lands.

15. Entire agreement

15.1 This agreement and the documents annexed to it constitute the whole agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to their subject matter.

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15.2 Nothing in this clause will operate to limit or exclude any liability for fraud.

16. Joint and several liabilities

16.1 Where a party to this agreement comprises more than one person, those persons shall be jointly and severally liable for the obligations and liabilities of that party arising under this agreement. The party to whom those obligations and liabilities are owed may take action against, or release or compromise the liability of, or grant time or other indulgence to, any one of those persons without affecting the liability of any other of them.

17. Notices

17.1 Any notice given under this agreement must be in writing and signed by or on behalf of the party giving it.

17.2 Any notice or document to be given or delivered under this agreement must be:

(a) delivered by hand;

(b) sent by pre-paid first class post or other next Working Day delivery service.

(c) sent by email.

18. Third-party rights

18.1 This agreement docs not give rise to any rights to third parties to enforce any term of this agreement, unless those third parties have had the benefit of an assignment arising hereunder.

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19 Confidentiality

19.1 Subject to other written Agreements between the Parties, related to the Lands under this agreement, any written or oral information or data provided by either party under this agreement, including details of the Purchase Option Price or the Sale Price (“Confidential Information”), shall not be disclosed for a period of five (5) years from termination or expiration of this agreement, unless mutually agreed to in writing by the Parties.

19.2 Each Party agrees to use reasonable care, but no less care than it uses to protect its own Confidential Information.

19.3 Each Party agrees that it will not use Confidential Information of the other Party, other than for the purposes of this Agreement, or disclose such Confidential information, to any person, other than to its affiliates, directors, officers, employees, agents or subcontractors, who have a need to know such Confidential information and who are under an obligation of confidentiality consistent with the terms of this Agreement.

19.4 The obligations of this Clause shall not apply to:

(a) information that is available in the public domain or that becomes available through no fault of the receiving Party;

(b) information learned by the receiving Party from a third party not subject to a duty of confidentiality to the providing Party;

(c) information that was already known to the receiving Party before receipt from the providing Party, as evidenced by the receiving Party’s prior records;

(d) information that is independently developed by the receiving Party, as evidenced by the receiving Party’s records made in the ordinary course of business;

(e) information that the receiving Party is required to disclose by law, regulation or court order to disclose, provided that the providing Party is given as much prior notice and opportunity to restrict or limit such disclosure as the circumstances permit.

20. Governing law

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Zambia.

21. Jurisdiction

Each party irrevocably agrees that the courts of Zambia shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

This agreement has been entered into on the date stated at the beginning of it.

Signed by CROPIT FARMING LIMITED /s/

Signed by ZAMPROAGRO LIMITED /s/

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Schedule 1 [Title Documents] - includes all of the attached PDFs but excludes for the avoidance of doubt the residential property on the Lands and two cars,

Makes and registration Numbers as follows,

1, TOYOTA LAND CRUISER PRADO	BAX859ZM
2. TOYOTA HILUX DOUBLE CAB	BAZ 1554 ZM

Schedule 2 (Compliance Confirmation Letter)

To whom it may concern:

From: CROPIT FARMING LIMITED

Date: [5/5/2023)

Re: Compliance Confirmation Letter in accordance with the Put and Call Option Agreement Over Land dated [5/5/2023] (Agreement)

We herewith in our capacity as Owners of the Lands, the details of which are annexed to the above-referenced Agreement, hereby confirming that we entered into an Option Agreement with M/S Zamproagro Limited for the sale of70% of those Lands.

We further confirm that Zamproagro has executed its right to perfect the Option to acquire 70% these Lands subject to fulfilling their obligations to cause the relinquishment of the charge over those lands in accordance with the terms of the Agreement.

We await confirmation from them of whether they intend to hold that 70% of the Lands in their own name or in the name of any third party if they elect to further sell the Option to a third party.

This Compliance Confirmation Letter is issued at the behest of Zamproagro Limited.

Signed:

Cropit Fanning Limited

Schedule 3 assets to be transferred with their respective deeds and title

1. “New Farm”- Farm No 28 & 7806with all details specified items in valuation report created by Sherwoood Greene (attached)

2. “Cropit”-Lot L/Chitina/33 with all details specified in valuation report created by Sherwoood Greene

3. Cropit - Matlog - Farm 2358 with all details specified in valuation report created by Shcrwoood Greene

4. Cropit Sub D - Sub division of Farm No 3283, Mkushi

5. Mkushi Moto Cross Club (included in valuations)

6. List of equipment signed off by Stewart Parks

7. Any permits , water rights licenses the company obtains so to ensure the business continuity for the purchaser

8. Any other Asset not included in this list held by Cropit unless explicitly excluded like the main house of the Parks and two Cars.

EX-10.3

Exhibit 10.3

DATED

JOINT VENTURE SHAREHOLDERS AGREEMENT

BETWEEN

Sadot LLC

AND

Cropit Farming LTD

FOR

THE OWNERSHIP AND MANAGEMENT OF FARMLANDS IN ZAMBIA

THIS JOINT VENTURE SHAREHOLDERS AGREEMENT (“Agreement”) is dated

PARTIES:

(1) SADOT LLC, a company incorporated under the laws of Delaware, United States with its registered office at 251 Little Farms Drive Street, Wilmington, Delaware 19808, USA (“Sadot”); and

(2) CROPIT FARMING LIMITED, a company organized and existing under the laws of Zambia, Box P/B 24 Mkushi Farm 3283 Mkushi Farm Block (“CFL”)

(Sadot and CFL are individually referred to as “Party” and collectively as “Parties”).

BACKGROUND:

A. The parties have entered into a Purchase of Right and Variation Agreement dated on or about the date of this Agreement (“Contract”) concerning the acquisition by Sadot of the right to 70% of the Lands (as defined in that agreement and further defined below).

B. Subsequently, the Parties have agreed to the formation of a joint venture enterprise arising out Sadot’s acquisition of 70% of those Lands (as defined in Background Clause A above) with regards to the operation of the farming activities in Zambia on those Lands (“Project”).

C. In furtherance of the objectives specified under this agreement, the Parties have agreed to incorporate a new entity which will serve as the vehicle under which the Project will be consummated (“JVC”) in Zambia.

D. The JVC shall carry on business in accordance with the terms and conditions of this agreement.

E. Sadot and CFL shall exercise their rights in relation to the JVC in accordance with the terms and conditions of this agreement.

AGREED TERMS:

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Articles: the new articles of association (or Memorandum of Association only depending on the jurisdiction of the JVC) of the JVC in an agreed form to be adopted on the incorporation of the JVC as amended or superseded from time to time.

Bank: means ABSA Bank Zambia Plc.

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Board: the board of directors of the JVC as constituted from time to time.

Business: has the meaning given in clause Error! Reference source not found..

Business Day: any day other than a Saturday, Sunday or public holiday in Zambia when banks in Zambia are open for business.

Business Plan: has the meaning given in clause 10.

Confidential Information: has the meaning given in clause 21.

CCPC: means the Competition and Consumer Protection Commission as constituted under the CCPC Act.

CCPC Act: means the Competition and Consumer Protection Act number 24 of 2010 of the Laws of Zambia.

Deadlock Notice: has the meaning given in clause 14.2.

Director: a director of the JVC.

Encumbrance: any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement.

Escrow Agreement: means the agreement substantially in the form as set out in Schedule 4 herein to be entered into between the parties in furtherance of the terms in this agreement.

Financial Year: in relation to the JVC, means its accounting reference period of 12 months ending on the date given in clause 4.3(j) or such other date as the JVC may determine.

Group: in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.

Lands: means the farmlands described in Schedule 2 hereto whose title deeds are also affixed to this agreement and excluding the portion marked in red in the sketch plan attached in Schedule 2.

Product: means any agricultural product or commodity which the JVC agrees to focus on from time to time;

Reserved Matters: the matters listed in Error! Reference source not found..

Shareholders: means the holders of shares in the JVC.

Shares: means both parties’ shares in issue from time to time.

Valuers: the auditors for the time being of the JVC or, if they decline the instruction, an independent firm of accountants jointly appointed by the parties or, in the absence of agreement between the parties on the identity of the expert within 30 Business Days of a party serving details if a suggested expert on the other, an independent firm of accountants appointed by the Board. (In each case acting as an expert and not as an arbitrator);

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1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 References to clauses and Schedules are to the clauses of and Schedules to this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.4 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.5 A reference to this agreement or to any other agreement or document referred to in this agreement is a reference to this agreement or such other agreement or document as varied or novated in accordance with its terms from time to time.

1.6 A reference in this agreement to other documents referred to in this agreement or any similar expression is a reference to the following documents:

(a) A separate Escrow Agreement regulating the appointment of an escrow agent.

1.7 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

1.8 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.9 A person includes a natural person, corporate or unincorporated body and partnership (whether or not having separate legal personality).

1.10 A reference to a party shall include that party’s successors and permitted assigns.

1.11 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.12 Unless expressly provided otherwise in this agreement, a reference to writing or written includes fax and email.

1.13 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.14 References to a document in agreed form are to that document in the form agreed by the parties and initialled by them or on their behalf for identification.

1.15 A reference to a law or regulation is a reference to it as amended, extended or re-enacted from time to time.

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1.16 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

2. BUSINESS OF THE JVC

2.1 The Parties wish to enter into the JVC to develop and commence business in the field of agriculture and agricultural-related operations of the farmlands in Zambia (“Business”).

2.2 Each party shall use its best endeavours to promote and develop the Business to the best advantage of the JVC and to maximise the value proposition, including profits and asset value for each party.

3. PERIOD TO INCORPORATION OF THE JVC

3.1 The parties shall procure that before the incorporation of the JVC and except as required by clause 4, the JVC shall not carry on any trade or business or be engaged in any activities of any sort nor have any assets or liabilities.

3.2 Within 3 days of execution of this Agreement, both parties shall enter into the Escrow Agreement with a reputable law firm in Zambia such that the matters contemplated under Clause 4.5 are duly executed.

4. INCORPORATION OF THE JVC

4.1 The parties shall make their best endeavours to ensure that the JVC is incorporated within 14 days of execution of this agreement. In this regard each party shall provide all relevant information required for incorporation within 7 days of execution of this agreement. To the extent that one Party (the “defaulting party”) has failed to provide the relevant information within the agreed timeframe, the other party may proceed to incorporate the JVC and allocate shares to the defaulting party as soon as practicable after incorporation.

4.2 Subject to availability, the name of the JVC shall be Sadot Enterprises Limited

4.3 With regards to the incorporation and constitution of the JVC, the parties shall have regard to the following matters without limitation:

(a) Eventual Share allocation on the following basis: Sadot will own 70% of the equity and the remaining 30% percent of equity will be owned by CFL as the second shareholder;

(b) Sadot will own 70% and CFL will own 30% of the share capital of the JVC but the parties may agree a different structure if it becomes necessary or desirable for commercial or other reasons;

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(c) once the respective parties have been allocated their shares in the JVC, the Lands shall be transferred into the JVC as CFL’s equity contribution into the JVC;

(d) adopt the Articles in an agreed form;

(e) appoint ASHANI KAILESH JAGDISHCHANDRA such other directors as Sadot in its sole and absolute discretion seeks to appoint to represent its 70% shareholding as Sadot ‘s Directors and STEWART PARKES as CFL’s sole Director with ASHANI KAILESH JAGDISHCHANDRA as initial chair of the Board;

(f) appoint HECTOR M HAMUSANKWA as secretary of the JVC;

(g) resolve that the registered office of the JVC shall be as agreed between the Parties;

(h) appoint of auditors of the JVC;

(i) appoint of bankers to the JVC; and

(j) resolve that the JVC’s Financial Year shall end on 31ST December in each year.

4.4 In the instance where Sadot does not take up 70% of the equity at incorporation of the JVC, then upon incorporation of the JVC, CFL agrees to hold 30% of the issued shares, and the remaining 70% of the shares shall be unallotted and in free float until the Lands have been transferred into the JVC’s name.

4.5 Upon incorporation of the JVC:

(a) CFL shall:

(i) Execute Land Transfer documentation transferring 100% of the Lands into the name of the JVC;

(ii) Where Sadot has not yet been granted 70% of the equity in JVC at incorporation, execute share allotment documentation transferring 70% of the unallotted shares to Sadot; and

(iii) Place the land transfer and share allotment documentation in Escrow. (b) Sadot shall:

(i) Pay an amount equivalent to USD3,200,000 (three million two hundred thousand United States Dollars) into an escrow to discharge the outstanding loan to ABSA bank such that it releases its charge over the Lands, which the Escrow agent shall pay to ABSA bank in exchange for release of the charge over the Lands only upon receipt of the documents described in the preceding Clause 4.5 (a) and subject to obtaining negative clearance from CCPC as required.

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5. OBLIGATIONS

CFL responsibilities:

In accordance with the terms of this Agreement the Parties agree that in order to undertake the Business,

CFL shall:

a.	negotiate with the government on all required support from the Government of Zambia for the successful operations of the Business;
b.	Obtain registrations and licenses from the Government of Zambia;
c.	Advise and help on filing tenders and obtaining successful bids;
d.	Be responsible for on ground management of the business operations including but not limited to man power, logistics, etc. as per executed guidelines and budget / business plan approved by the Board;
e.	Be responsible for farm management in consultation with the Board;
f.	Advise on opening necessary bank accounts in Zambia and arrange for line of credit; and
g.	Advise and obtain necessary approvals for export and import to and from neighbouring countries.

SADOT RESPONSIBILITIES

In accordance with the terms herein, Sadot shall:

a.	Provide Product expertise and buying / selling decisions, sourcing;
b.	Advise on Product;
c.	Prepare and bring the technological know-how and technical expertise along with implementation plan;
d.	Endeavor to bring the equity and debt financing; and
e.	Arrange required working capital by its best endeavors to source same through various financial mechanism for successful operation of the Business.

(ii) The Parties joint responsibilities:

a. Considering the intention of the Parties to establish a cooperation framework based in trust and integrity for the development of Business in Zambia.

b. Recognizing the need for the adoption of a legal instrument between the Parties to further strengthen the exchange and cooperation of bilateral relations between the Parties for the development of sustainable agriculture in Zambia;

(iii) Conditions and Approvals

The proposed joint venture will be conditional on:

a. no legislation or regulation being proposed or passed that would prohibit or materially restrict the implementation of the definitive agreements or the participation in the joint venture of either party;

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b. obtaining negative clearance from the CCPC or in the alternative confirmation from CCPC that this agreement does not meet the threshold to require negative clearance; and

c. The JVC obtaining an Investment Licence (“Investment Licence”) under the Zambia Development Agency (“ZDA”) in order to hold the Lands in accordance with Zambian law.

5.1 CFL shall commence the transfer of the Lands into the JVC within 3 days of the JVC acquiring an Investment Licence in accordance with clause [19].

5.2 Once CFL and Sadot own 30% and 70% equity in the JVC respectively, the parties shall adopt the Business Plan for the Financial Year in which the JVC is formed in agreed form.

6. Shareholders Meetings

6.1 Matters Requiring Consent of Shareholders

Each party shall procure that the JVC shall not, without the prior written approval of both Shareholders carry out any of the Reserved Matters.

6.2 Notice of Shareholder Meetings

Each Shareholder shall be entitled to have a notice of any Shareholders’ meeting of the JVC given to it at its address and by the email address as notified to the Company Secretary from time to time.

6.3 Quorum for Shareholder Meetings

The quorum for a Shareholders’ meeting of the JVC shall be one Sadot representative present in person or by proxy and one CFL representative present in person or by proxy.

6.4 The Chairman of the Shareholders’ Meeting

The chairman of any Shareholders’ meeting of the JVC shall not be entitled to a second or casting vote.

7. DIRECTORS AND MANAGEMENT

7.1 The Board has responsibility for the supervision and management of the JVC and its Business, subject to clause 6.

7.2 Sadot will appoint two Directors and CFL will appoint One director of the JVC and each director will have equal voting rights.

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7.3 The post of chairperson shall be held by [ASHANI KAILESH JAGDISHCHANDRA]. The chairperson shall not have a casting vote. If the chairperson for the time being is unable to attend any meeting of the Board, the chairperson may delegate his or her authority to such competent individuals who might reasonably be regarded as having the requisite competence to undertake and discharge such obligations.

7.4 A party may appoint a director, and remove a director whom it appointed, by giving notice in writing to the JVC and the other party. The appointment or removal takes effect on the date on which the notice is received by the JVC or, if a later date is given in the notice, on that date.

7.5 The party removing a director shall indemnify and keep indemnified the JVC from and against any claim connected with the director’s removal from office.

7.6 The parties intend there to be a meeting of directors at least four times each year to be held at the registered office of the JVC or electronically via an agreed mechanism.

7.7 A director may, and at the request of a director call a meeting of directors.

7.8 Quorum for the Board shall be one CFL Director and one Sadot Director present in person or by an alternate.

7.9 The parties shall ensure that at least seven Business Days’ notice of a meeting of directors is given to all directors entitled to receive notice accompanied by:

(a) an agenda specifying in reasonable detail the matters to be raised at the meeting [or the committee meeting; and

(b) copies of any papers to be discussed at the meeting [or the committee meeting].

7.10 At each Board meeting the Directors present shall be entitled to cast one vote on each issue put to the Board.

8. OTHER INFORMATION

8.1 The parties intend to collaborate in the JVC for a period of not less than two years on the most favourable terms to the JVC

9. ANTI-CORRUPTION AND COMPLIANCE WITH LAWS

9.1 Each party undertakes to the other party that:

(a) it will not, and will procure that the JVC will not, in the course of the operation of the Business, engage in any activity, practice or conduct which would constitute an offence under all applicable anti-bribery legislation; and

(b) it has and will maintain in place and will procure that the JVC has and will maintain in place, adequate procedures designed to prevent any person on whom that party may exert reasonable control from undertaking any conduct that would give rise to an offence under all applicable anti-bribery legislation.

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9.2 Each party hereto shall be responsible for its own compliance with any and all domestic and international laws and regulations, in force from time to time, applicable to their respective performance under this Agreement. Both parties shall do their utmost to cause the JVC to strictly comply with all relevant domestic and international laws and regulations, in force from time to time.

10. BUSINESS PLAN

10.1 The Business Plan is an annual business plan for the JVC prepared by the Board and it shall include in relation to the Financial Year to which it relates:

(a) a cashflow statement giving:

(i) an estimate of the working capital requirements; and

(ii) an indication of the amount (if any) that it is considered prudent to retain, for the purpose of meeting those requirements, out of those profits of the previous Financial Year that are available for distribution to shareholders;

(b) a quarterly projected profit and loss account;

(c) an operating budget (including capital expenditure requirements) and balance sheet forecast;

(d) a management report giving business objectives for the year; and

(e) a financial report which shall include an analysis of the estimated results of the JVC for the previous Financial Year compared with the Business Plan for that year, identifying variations in sales, revenues, costs and other material items.

10.2 The Business Plan for the Financial Year in which the JVC is formed shall be in agreed form and adopted by the parties.

10.3 The Business Plan for every other Financial Year shall be:

(a) prepared by the Board at least [60] days before the end of the preceding Financial Year; and

(b) adopted and approved by the parties by agreement in writing as soon as possible after it has been prepared.

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11. ACCOUNTING AND OTHER INFORMATION

11.1 The parties shall procure that the JVC shall at all times maintain accurate and complete accounting and other financial records including all corporation tax computations and related documents and correspondence in accordance with the requirements of all applicable laws and generally accepted accounting principles.

11.2 Each party and its authorised representatives shall be allowed access at all reasonable times to examine the books and records of the JVC and to discuss the JVC’s affairs with its directors and senior management.

11.3 The parties shall procure that the JVC shall supply each party with the financial and other information necessary to keep the party informed about how effectively the Business is performing and in particular shall supply each party with:

(a) a copy of each year’s Business Plan for approval in accordance with clause 10.3;

(b) a copy of the audited accounts of the JVC prepared in accordance with applicable laws and international accounting standards, principles and practices, within three months of the end of the year to which the audited accounts relate; and

(c) monthly management accounts of the JVC to be supplied within 10 Business Days of the end of the month to which they relate, which shall include a profit and loss account, a balance sheet and a cashflow statement and such other information as each party may reasonably require.

12. DIVIDEND POLICY

12.1 The parties shall use reasonable endeavours to procure that the JVC shall distribute by way of dividend at least 50% of the Retained earnings of the JVC in relation to each Financial Year but after making all necessary, reasonable and prudent provisions and reserves. This policy is to be discussed and revised annually.

12.2 A distribution under this clause in relation to any Financial Year shall be made within six months of the day to which the audited accounts of the JVC for that year are made up.

13. TAX MATTERS

13.1 [Unless the parties otherwise expressly agree in writing, the parties shall procure that all of the JVC’s trading losses and all other amounts eligible for relief from taxation shall be carried forward by the JVC and not surrendered (wholly or partly) to the parties.]

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14. DEADLOCK RESOLUTION

14.1 There is a deadlock if a resolution is proposed and one of the following applies:

(a) at a properly convened meeting of Shareholders or of the Board there is no quorum at the meeting and no quorum at the meeting when it is reconvened following an adjournment, provided that the meeting, or adjourned meeting, is not inquorate because the person who proposed the resolution does not attend;

(b) if a resolution to approve any matter is not passed as a result of a failure to achieve unanimity and a party serves notice on the other party requiring the particular matter to be considered again at a special meeting of the Board or Shareholders of the JVC (as the case may be) (to be held no earlier than seven Business Days after the date of the notice of the special meeting), and at such meeting the resolution is again not passed due to a failure to achieve unanimity, or because there is no quorum at the meeting.

14.2 In the event of a deadlock, either party may within 28 days of the meeting at which the deadlock arises or within 28 days of the date of the resolution in respect of which the deadlock arises (as the case may be) serve notice on the other party (Deadlock Notice):

(a) stating that in its opinion a deadlock has occurred; and

(b) identifying the matter giving rise to the deadlock.

14.3 The parties undertake that they shall:

(a) on the date of service of the Deadlock Notice, refer the matter giving rise to the deadlock to the chairperson of the holding company of each party’s Group for resolution; and

(b) use all reasonable endeavours in good faith to resolve the dispute.

15. TRANSFER OF SHARES

15.1 No party shall unilaterally create any Encumbrance over, transfer, or otherwise dispose of or give any person any rights in or over any share or interest in any share in the JVC unless it is permitted or required under this agreement or the Articles and carried out in accordance with the terms of this agreement or the Articles (as the case may be) but for the avoidance of doubt, each party contemplates incurring debt for the purposes of capital funding in the interests of promoting the JVC’s business.

15.2 Any party proposing to sell its shares to a third party must first offer the shares to the other party in this JVC at the price of the proposed third party sale. The offer will be valid for 21 days and if not accepted within that time the selling party shall be allowed to proceed with the third party sale on exactly the same terms as offered to the Shareholder. However, such pre-emption will not apply to intra-group transfers of the whole of a party’s shareholding.

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15.3 A party may do anything prohibited by this clause if the other party has expressly consented to it in writing.

15.4 Each party undertakes (in respect of the shares that it holds) to give, and to use its reasonable efforts to procure that shareholders in its Group give, the approvals required for any transfer of shares made in accordance with the Articles or this agreement (as the case may be).

15.5 On completion of a transfer of shares made in accordance with this agreement or the Articles:

(a) the party selling the shares shall deliver to the JVC the resignations of any directors appointed by the selling party; and

(b) the parties shall procure that the JVC shall repay any loans made to it by the party selling its shares (together with any interest accrued on such loans) and the parties shall use their best endeavours to procure that the party selling its shares is released from any guarantees, security arrangements and other obligations that it has given in respect of the JVC and its Business.

15.6 Tag-along rights

(a) If a Shareholder (Proposed Transferor) wishes to transfer all of its Shares or any interest in them to a third party and if, as a result of the transfer, the transferee and its associates or those acting in concert with it would collectively hold 30% or more of all of the issued Shares the tag-along right in this Clause arises.

(b) Where the tag-along right arises the Proposed Transferor may not transfer any of its Shares or any interest in them unless, at least 20 Business Days before the date of the agreement to transfer, the transferee shall have made a written offer (an Offer) to the other Shareholder (the Offeree) to purchase all of its Shares at the same price per Share (and otherwise on the same terms) as the proposed sale of Shares by the Proposed Transferor. The Offer shall be open for acceptance by the Offeree for not less than 15 Business Days and, if accepted, the sale of all of the Offeree’s Shares shall be completed simultaneously with the completion of the sale of the Proposed Transferor’s Shares.

(c) This Clause shall not apply to a proposed transfer to an existing Shareholder.

15.7 Subject to unanimous waiver by the Shareholders, any transfer of Shares shall be subject to the potential new shareholder entering into a deed of adherence in accordance with Schedule 3 (the “Deed of Adherence”).

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16. Anti Dilution

16.1 The JVC shall not issue any share capital without first offering it to the Shareholders (on identical terms) in proportion to their then holdings of Shares.

17. VALUATION

17.1 The Valuers shall be requested to determine the Fair Value within 30 Business Days of their appointment and to notify the JVC and the parties in writing of their determination.

17.2 The Fair Value for any shares shall be the price per share determined in writing by the Valuers on the following bases and assumptions:

(a) valuing each of the shares as a proportion of the total value of all the issued shares in the capital of the JVC without any premium or discount being attributable to the percentage of the issued share capital of the JVC which they represent or for the rights or restrictions applying to the shares;

(b) if the JVC is then carrying on business as a going concern, on the assumption that it will continue to do so;

(c) the sale is to be on arms’ length terms between a willing seller and a willing buyer; (d) the shares are sold free of all Encumbrances;

(e) the sale is taking place on the date the Valuers were requested to determine the Fair Value; and

(f) [to take account of any other factors that the Valuers reasonably believe should be taken into account.]

17.3 The parties are entitled to make submissions to the Valuers including oral submissions and will provide (or procure that the JVC provides) the Valuers with such assistance and documents as the Valuers reasonably require for the purpose of reaching a decision, subject to the Valuers agreeing to give such confidentiality undertakings as the parties may reasonably require.

17.4 To the extent not provided for by this clause, the Valuers may, in their reasonable discretion, determine such other procedures to assist with the valuation as they consider just or appropriate, including (to the extent they consider necessary), instructing professional advisers to assist them in reaching their valuation.

17.5 The Valuers shall act as expert and not as arbitrator and their written determination shall be final and binding on the parties in the absence of manifest error or fraud.

17.6 The costs of obtaining the Valuers’ valuation shall be borne by the parties equally or in such other proportions as the Valuers direct.

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18. Competition Law Notification

18.1 For the purposes of this clause, Relevant Regulatory Authority means the CCPC and any other regulator having concurrent jurisdiction with the CCPC under the CCPC Act.

18.2 Immediately upon signing this Agreement, the parties shall consider together whether a joint application should be made to the CCPC for negative clearance.

18.3 If either party reasonably considers that the arrangements comprised in this agreement (the Arrangements) should be notified to a Relevant Regulatory Authority in order to confirm that the Arrangements are lawful and enforceable it shall consult with the other in good faith to agree the way forward.

18.4 If the parties agree to make a notification:

(a) they shall as soon as practicable thereafter co-operate, each using its respective reasonable endeavours, to persuade and satisfy the Relevant Regulatory Authority of the legality and enforceability of the Arrangements and for such purposes shall jointly undertake and co-operate in preparing all such filings, correspondence, discussions, negotiations or settlements with the Relevant Regulatory Authority as they agree are necessary or desirable; and

(b) they shall, save in the case of confidential information and business secrets, provide each other with all information necessary or desirable for such notification or for any subsequent communication in relation to it, such information to be accurately, promptly and properly provided.

17.5 where:

(a) the parties agree not to make a notification but to amend any provision in the Arrangements; or

(b) if the Relevant Regulatory Authority makes clearance of the Arrangements conditional on the amendment or deletion of any provision of the Arrangements,

the parties shall consult with each other in good faith to agree the terms of an alternative provision which achieves a result as similar as possible to the result which would hav e been achieved by the provision concerned and which is compatible with competition law.

19. Investment Licence

19.1 Upon execution of this agreement, the parties shall endeavour to put together an application to obtain an Investment Licence from ZDA.

19.2 Each party shall procure that all relevant information requested from it is submitted within 7 days of such request.

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19.3 Upon the parties obtaining negative clearance from CCPC or determining that CCPC approval is not needed (whichever is applicable) the parties shall submit the application for an Investment Licence to ZDA within 3 days of such clearance or determination.

20. Termination and liquidation

20.1 Subject to clause 20.2, this agreement shall terminate:

(a) when one cease[s] to hold any shares in the JVC subject to any party executing the Deed of Adherence; or

(b) when a resolution is passed by shareholders or creditors, or an order is made by a court or other competent body or person instituting a process that shall lead to the JVC being wound up and its assets being distributed among the JVC’s creditors, shareholders or other contributors; or

(c) breach of obligations listed in clause 5.

20.2 On termination of this agreement, the following clauses shall continue in force:

(a) clause 1 (interpretation);

(b) clause 13 (tax matters);

(c) this clause;

(d) clause 18 (confidentiality);

(e) clause 22 (assignment and other dealings);

(f) clause 23 (entire agreement);

(g) clause 24 (variation and waiver);

(h) clause 25 (costs);

(i) clause 26 (no partnership or agency);

(j) clause 27 (notices);

(k) clause 28 (severance);

(l) clause 33 (language); and

(m) clause 34 and 35 (governing law and jurisdiction).

20.3 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

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20.4 If this agreement terminates each party shall, if requested by the other, procure that the name of the JVC is changed to avoid confusion with the name of the party making the request.

20.5 Where, following an event referred to in clause 20.1(b), the JVC is to be wound up and its assets distributed, the parties shall agree a suitable basis for dealing with the interests and assets of the JVC and shall endeavour to ensure that, before dissolution:

(a) all existing contracts of the JVC are performed to the extent that there are sufficient resources;

(b) the JVC shall not enter into any new contractual obligations; and

(c) the JVC’s assets are distributed as soon as practical.

21. CONFIDENTIALITY

21.1 In this clause, Confidential Information means any information (however recorded or preserved) which:

(a) any party may have or acquire (whether before, on or after the date of this agreement) in relation to the customers, suppliers, business, assets or affairs or plans, intentions or market opportunities and the operations, processes, product information, know-how, designs, trade secrets or software of the JVC (including, without limitation, any information provided pursuant to clause 111); or

(b) any party or any member of its Group may have or acquire (whether before, on or after the date of this agreement) in relation to the customers, suppliers, business, assets or affairs or plans, intentions or market opportunities and the operations, processes, product information, know-how, designs, trade secrets or software of the other party or any member of the other party’s Group, as a consequence of the negotiations relating to this agreement or any other agreement or document referred to in this agreement or the performance of the agreement or any other agreement or document referred to in this agreement; or

(c) relates to the contents of this agreement (or any agreement or document referred to in this agreement or agreement or arrangement entered into pursuant to this agreement),

but excludes the information in clause 21.2.

21.2 Information is not Confidential Information if:

(a) it is or becomes generally available to the public (other than as a result of its disclosure in breach of this agreement); or

(b) a party can establish to the reasonable satisfaction of the other party that it found out the information from a person not connected with the other party or its Group and that such person is not under any obligation of confidence in respect of the information; or

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(c) a party can establish to the reasonable satisfaction of the other party that the information was known to the first party before the date of this agreement and that it was not under any obligation of confidence in respect of the information; or

(d) the parties agree in writing that it is not confidential.

21.3 Each party shall at all times keep confidential (and use all reasonable endeavours to ensure that its employees, agents, subsidiaries, and the employees and agents of such subsidiaries, and the JVC shall keep confidential) any Confidential Information and shall not use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement, and shall not disclose such Confidential Information except:

(a) to another member of the Sadot Group or CFL Group as the case may be, or to a party’s professional advisers where such disclosure is for a purpose related to the operation of this agreement; or

(b) with the written consent of such of the JVC or the party or any member of its Group that the information relates to; or

(c) as may be required by law or by the rules of any recognised stock exchange, or governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible [and, where notice of disclosure is not prohibited and is given in accordance with this clause, it takes into account the reasonable requests of the other party in relation to the content of such disclosure; or

(d) a party may, provided it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under applicable legislation, disclose Confidential Information to the authorities without first informing the other party of such disclosure; or

(e) to any tax authority to the extent reasonably required for the purposes of the tax affairs of the party concerned or any member of its Group.

21.4 Each party shall inform (and shall use all reasonable endeavours to procure that any subsidiary and the JVC shall inform) any officer, employee or agent or any professional adviser advising it in relation to the matters referred to in this agreement, or to whom it provides Confidential Information, that such information is confidential and shall require them:

(a) to keep it confidential; and

(b) not to disclose it to any third party (other than those persons to whom it has already been disclosed in accordance with the terms of this agreement).

18

21.5 On termination of this agreement, each party shall (and shall use all reasonable endeavours to procure that its subsidiaries, and its officers and employees and those of its subsidiaries and the JVC shall):

(a) return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information; and

(b) erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable),

provided that a recipient party (and/or the JVC, as the case may be) may retain documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority.

21.6 The provisions of this clause 18 shall continue to apply after termination of this agreement for any cause.

22. ANNOUNCEMENTS

22.1 Subject to clause 22.2 and clause 22.3, neither party shall make, or permit any person to make, any public announcement, communication or circular (announcement) concerning the existence, subject matter or terms of this agreement, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other party [(such consent not to be unreasonably withheld or delayed)]. The parties shall consult together on the timing, contents and manner of release of any announcement.

22.2 Where an announcement is required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange), or by any court or other authority of competent jurisdiction, the party required to make the announcement shall promptly notify the other party. The party concerned shall make all reasonable attempts to agree the contents of the announcement before making it.

22.3 On the signing of this agreement the parties shall issue a joint announcement about the formation of the JVC in agreed form.

22.4 For the avoidance of doubt, this clause 19 shall not apply to circumstances where either party seeks to solicit funding from third party lenders for the purposes of generating debt financing structures.

19

23. WARRANTIES

23.1 Each party warrants and represents to the other that, at the date of this agreement, the JVC has not carried on any business, has no assets or liabilities, has no employees and is not a party to any contracts except as necessary to comply with clause 4.

23.2 Each party warrants and represents to the other party that:

(a) it is a corporation duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation;

(b) it has full power and authority and has obtained all necessary authorities and consents to enter into and perform its obligations under this agreement and such other agreements and arrangements referred to in this agreement;

(c) the signing of this agreement and the performance of its obligations under this agreement and the other agreements and arrangements referred to in this agreement will not result in a breach of any other agreement or arrangement to which it is a party, nor give rise to any right of termination of any other agreement or arrangement to which it is a party; and

(d) to the extent that either party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, that party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this agreement.

23.3 The parties will give undertakings not to compete with the business of the JVC and not to solicit its customers or employees.

23.4 The parties hereby expressly agree that Sadot has entered into a series of agreements with various third parties solely for the benefit of the project contemplated under the auspices of the JVC. As a consequence, CFL agrees that it shall not do any act or cause any omission which would otherwise place Sadot in breach of those obligations which have been entered into solely for the benefit of the JVC.

23.5 The parties warrant to transfer such qualified personnel and assets from Sadot to the JVC that are required to fulfil the obligations described hereunder. The costs of those transfers shall be borne exclusively by the JVC.

24. FURTHER ASSURANCE

Without prejudice to any other clause of this agreement, at its own expense each party shall (and shall use all reasonable endeavours to procure that any relevant third party shall) promptly execute and deliver such documents and perform such acts as the other party may reasonably require from time to time for the purpose of giving full effect to this agreement.

20

25. ASSIGNMENT AND OTHER DEALINGS

Neither party shall assign, transfer, mortgage, charge, sub-contract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement (or any other document referred to in it) without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).

26. ENTIRE AGREEMENT

26.1	This agreement (together with the documents referred to in it) constitute the entire agreement between the parties and supersede and extinguish all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations, arrangements and understandings between them, whether written or oral, relating to its subject matter.
26.2	Each party acknowledges that in entering into this agreement (and any documents referred to in it), it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement [or those documents].
26.3	Nothing in this clause shall limit or exclude any liability for fraud.
27.	VARIATION AND WAIVER
27.1	No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
27.2	A waiver of any right or remedy under this agreement or by law is only effective if given in writing [and signed by the person waiving such right or remedy] and shall not be deemed a waiver of any subsequent right or remedy.
27.3	A failure or delay by any person to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
27.4	A person that waives a right or remedy provided under this agreement or by law in relation to one person or takes or fails to take any action against that person, does not affect its rights or remedies in relation to any other person.

21

28.	COSTS
28.1	Except as expressly provided in this agreement, each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this agreement (and any documents referred to in it).
28.2	Sadot shall be responsible for paying all taxes, registration charges, regulatory charges and legal costs associated with the transfer of the Lands into JVC. For the avoidance of doubt these costs shall include but not be limited to the costs of the negative clearance application, property transfer tax if applicable, costs of the application for an investment licence.
29.	NO PARTNERSHIP OR AGENCY
29.1	Nothing in this agreement is intended to, or shall be deemed to, establish any partnership between the parties or constitute any party the agent of another party.
29.2	Each party confirms that it is acting on its own behalf and not for the benefit of any other person.
30.	NOTICES
30.1	For the purposes of this clause 27, but subject to clause 30.6, notice includes any other communication.
30.2	A notice given to a party under or in connection with this agreement:

(a) shall be in writing and in English

(b) shall be signed by or on behalf of the party giving it;

30.3 The addresses, email addresses, fax numbers and contacts for service of notices are:

(a) SADOT LLC

(i)	address: 251 Little Farms Drive Street, Wilmington, Delaware 19808, USA
(ii)	for the attention of: BENJAMIN PETEL
(iii)	email address: BP@SADOTAGRI.COM
(iv)	fax number:

(b) CROPIT FARMING LIMITED

(i)	address: Box P/B 24 Mkushi Farm 3283 Mkushi Farm Block
(ii)	for the attention of: STEWART PARKS
(iii)	email address: STEW@CROPITFARMING.COM
(iv)	fax number:

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30.4	A party may change its details for service of notices as specified in clause 30.3 by giving notice to the other party the change in writing.
30.5	If deemed receipt under clause Error! Reference source not found. would occur outside Usual Business Hours, the notice shall be deemed to have been received when Usual Business Hours next recommence. For the purposes of this clause, Usual Business Hours means 9.00 am to 5.30 pm local time on any day which is not a Saturday, Sunday or public holiday in the place of receipt of the notice [(which, in the case of service of a notice by email shall be deemed to be the same place as is specified for service of notices on the relevant party by hand or post).
30.6	This clause 307 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
31.	SEVERANCE
31.1	If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
31.2	If any provision or part-provision of this agreement is deemed deleted, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
32.	AGREEMENT SURVIVES INCORPORATION AND PRECEDENCE
	This agreement (other than obligations that have already been fully performed) remains in full force after incorporation of the JVC and the Articles in no way serve to diminish the obligations contained in this agreement. Insofar as there is a conflict between the Articles or any other document incorporated into this agreement and the terms of this agreement, the terms of this agreement shall prevail.
33.	THIRD PARTY RIGHTS
33.1	Unless it expressly states otherwise, this agreement does not give rise to enforce any term of this agreement.

23

33.2	The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.
34.	COUNTERPARTS
34.1	This agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
34.2	Transmission of the executed signature page of a counterpart of this agreement by:

(a) email (in PDF, JPEG or other agreed format),

	shall take effect as delivery of an executed counterpart of this agreement. If either method of delivery is adopted, without prejudice to the validity of the agreement thus made, each party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter.
35.	RIGHTS AND REMEDIES
	The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
36.	LANGUAGE
	If this agreement is translated into any language other than English, the English language version shall prevail.
37.	GOVERNING LAW
37.1	This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Zambia.
38.	JURISDICTION
38.1	Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.
38.2	The number of arbitrators shall be three.
38.3	The seat, or legal place, of arbitration shall be Zambia.
38.4	The language to be used in the arbitral proceedings shall be English.
38.5	The governing law of this clause shall be the substantive laws of Zambia. In the event that this agreement or any party of it is terminated, nullified or deemed void ab initio, this clause 35 shall serve as a standalone agreement to submit to arbitration in accordance with the terms set out in this clause 35.
	This agreement has been entered into on the date stated at the beginning of it.

24

Schedule 1 - Matters reserved for shareholder approval - Altering in any respect the Articles or the rights attaching to any of the shares in the JVC (except as provided in clause Error! Reference source not found. of this agreement).

1.	Permitting the registration of any person as a member of the JVC other than the parties in relation to their initial investment and any permitted transferees.
2.	Increasing or reducing the amount of the JVC’s issued share capital except as provided in this agreement, granting any option or other interest (in the form of convertible securities or in any other form) over or in its share capital, redeeming or purchasing any of its own shares or effecting any other reorganisation of its share capital.
3.	Issuing any loan capital in the JVC or entering into any commitment with any person with respect to the issue of any loan capital.
4.	Making any borrowing other than the initial loan for working capital purposes from its bankers in the ordinary and usual course of business.
5.	Applying for the listing or trading of any shares or debt securities on any stock exchange or market.
6.	Passing any resolution for the JVC’s winding up or presenting any petition for its administration other than in accordance with this agreement (unless it has become insolvent).
7.	Altering the name of the JVC or its registered office.
8.	Adopting or amending the Business Plan in respect of each Financial Year.
9.	Changing the nature of the JVC’s Business or commencing any new business by the JVC which is not ancillary or incidental to the Business.
10.	Forming any subsidiary or acquiring shares in any other company or participating in any partnership or joint venture (incorporated or not).
11.	Amalgamating or merging with any other company or business undertaking.
12.	Making any acquisition or disposal by the JVC of any material asset(s) otherwise than in the ordinary course of business.
13.	Creating or granting any Encumbrance over the whole or any part of the Business, undertaking or assets of the JVC or over any shares in the JVC or agreeing to do so other than liens arising in the ordinary course of business or any charge arising by the operation or purported operation of title retention clauses and in the ordinary course of business.

25

14.	Making any loan (otherwise than by way of deposit with a bank or other institution the normal business of which includes the acceptance of deposits or in the ordinary course of business) or granting any credit (other than in the normal course of trading) or giving any guarantee (other than in the normal course of trading) or indemnity.
15.	Altering any mandate given to the JVC’s bankers relating to any matter concerning the operation of the JVC’s bank accounts [other than by the substitution of any person nominated as a signatory by the party entitled to make such nomination.
16.	Appointing any agent or other intermediary to conduct any of the JVC’s Business.
17.	Entering into any arrangement, contract or transaction outside the normal course of the JVC’s Business or otherwise than on arm’s length terms.
18.	Giving notice of termination of any arrangements, contracts or transactions which are material in the nature of the JVC’s Business, or materially varying any such arrangements, contracts or transactions.
19.	Adopting or amending any standard terms of business (including prices) on which the JVC is prepared to provide goods or services to third parties.
20.	Granting any rights (by licence or otherwise) in or over any intellectual property owned or used by the JVC.
21.	Factoring or assigning any of the book debts of the JVC.
22.	Changing the auditors of the JVC or its Financial Year end.
23.	Declaring or paying any dividend that exceeds in any year 20% of the JVC’s post-tax distributable profits as shown by the audited accounts for that year, or making any other distribution (by way of capitalisation, repayment or in any other manner) out of the JVC’s distributable profits or any of its reserves other than a dividend on the Sadot Shares or CFL Shares.

26

24.	Establishing or amending any profit-sharing, share option, bonus or other incentive scheme of any nature for directors or employees.
25.	Establishing or amending any pension scheme or granting any pension rights to any director, officer, employee, former director, officer or employee, or any member of any such person’s family.
26.	Dismissing any director, officer or employee in circumstances in which the JVC incurs or agrees to bear redundancy or other costs in excess of USD50,000 in total.
27.	Agreeing to remunerate (by payment of fees, the provision of benefits-in-kind or otherwise) any officer of, or consultant to, the JVC at a rate in excess of USD100,000 per annum or increasing the remuneration of any such person to a rate in excess of USD100,000 per annum.
28.	Entering into or varying any contract of employment providing for the payment of remuneration (including pension and other benefits) in excess of a rate of USD100,000 per annum or increasing the remuneration of any staff (including pension and other benefits) to a rate in excess of USD100,000 per annum.
29.	Instituting any legal proceedings or settling or compromising any legal proceedings (other than debt recovery proceedings in the ordinary course of business) instituted or threatened against the JVC, or submitting to arbitration or alternative dispute resolution any dispute involving the JVC.
30.	Making any agreement with any revenue or tax authorities or making any claim, disclaimer, election or consent exceeding USD50,000 for tax purposes in relation to the JVC or its business.

27

Schedule 2 – Lands

28

ATTACHED SIX PDF REPORTS OF DIFFERENT ASSETS TO FORM PART OF THE TRANSACTION.

29

Schedule 3 _ Deed of Adherence

Deed of Adherence

Dated

Between

(1)	** in ** **	[insert name of transferee] (the New Shareholder) a company incorporated with registered number **                and having its registered office at ; and
(2)	**	[insert details of AAA];
(3)	**	[insert details of BBB];
(4)	** number **	Limited (the Company) a company incorporated in [Zambia] with registered and having its registered office at **                      ; and
(5)	**	[Any other person becoming bound by the Agreement].

Recitals

By virtue of the transfer referred to in the Schedule to this Deed the New Shareholder became entitled subject, inter alia, to the execution of this Deed, to the Shares (the New Shareholder’s Shares) in the capital of the Company referred to in the Schedule

This deed witnesses:

1 In this Deed (including the recitals to this Deed):

(a)	the Agreement means the agreement dated **                      and made between [insert names of original parties to the Agreement]; and
(b)	terms and expression defined in the Agreement shall have the same meaning when used in this Deed unless the context requires or admits otherwise.

2

In consideration of the sum of $1 now paid by the Company (on behalf of itself and each other party hereto other than the New Shareholder) to the New Shareholder, receipt whereof is hereby acknowledged, the New Shareholder hereby covenants with and undertakes to each other party to this Deed and to the Company as trustee for all other parties who hereafter become bound by the Agreement pursuant to a deed in a similar form to this Deed and entered into pursuant to the Agreement, to adhere to and be bound by the provisions of the Agreement as if the New Shareholder had been an original party to the Agreement.

3

The New Shareholder represents and warrants to the other parties to this Deed and to the Company as trustee for all other parties who hereafter become bound by the Agreement pursuant to a deed in a similar form to this Deed and entered into pursuant to the Agreement:

Insert warranties

4	[in the case of permitted transferees] Notwithstanding anything contained in this Deed or the transfer of the New Shareholder’s Shares to the New Shareholder by the transferor and the entry by the New Shareholder into this Deed, nothing in this Deed shall in any way release, discharge or diminish the liability of the transferor from the due and prompt performance of its obligations under the Agreement.
	[in the case of all other transfers: the Company and the Shareholders hereby release the transferor from [its/their] obligations under the Agreement.]
5	[Variations?]
6	[The provisions of this Deed (other than those contained in this Clause) shall not have any effect until this document has been dated.]

In witness whereof this Deed has been duly executed

Schedule

Transferor	Transferee	Shares	Price
**	**	**	**

30

Schedule 4 Escrow Agreement

DATED [●] 2023

Cropit Farming Limited

(as CFL)

Sadot

(as Sadot)

[  ]

(as Escrow Agent)

ESCROW AGREEMENT

31

Contents
1	Definitions and interpretation	33
2	Appointment of the Escrow Agent	33
3	Custodian of Legal Documents	34
4	Operation of Escrow	34
5	Liability of the Escrow Agent	34
6	Notifications	36
7	Governing law and jurisdiction	36

32

Escrow Agreement

Dated

Between

(1)	SADOT LLC, a company incorporated under the laws of Delaware, United States, with its registered office at 251 Little Farms Drive Street, Wilmington, Delaware 19808, USA (“Sadot”); and
(2)	CROPIT FARMING LIMITED, a company organized and existing under the laws of Zambia, Box P/B 24 Mkushi Farm 3283 Mkushi Farm Block (“CFL”)
(3)	CHIBESAKUNDA & CO, CCO House, Stand No. 2374, Kelvin Siwale Road, P.O Box 30279, Lusaka, Zambia (hereinafter referred to as “Escrow Agent”)

each a “Party” and together the “Parties”.

Whereas:

A	CFL and Sadot had on or about the date of this agreement entered into a Joint Venture and Shareholder Agreement (the “JV Agreement”).
B	CFL and Sadot agreed pursuant to the JV Agreement that they would enter into an Escrow Agreement for the purposes of facilitating the fulfilment of any actions as required by Sadot and CFL pursuant to the JV Agreement.
C	The Parties have since agreed to draw up this Escrow Agreement and appoint [  ]as Escrow Agent.
D	This Escrow Agreement sets out the terms upon which such escrow is to be operated.

It is hereby agreed as follows:

1 Definitions and interpretation   Terms defined in, or construed for the purposes of, the JV Agreement have the same meanings when used in this Agreement (unless the same are otherwise defined in this Agreement).

Unless otherwise stated or the context otherwise requires the following terms shall have the following respective meanings ascribed to them:

Escrow Agreement means this agreement;

Escrow Documents means the documents listed in clause 3.

2 Appointment of the Escrow Agent

The Parties jointly appoint the Escrow Agent to perform the duties set out herein. The Escrow Agent accepts such appointment.

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3 Custodian of Legal Documents and Finances

CFL and Sadot shall submit to the Escrow Agent the following documents and monies within 5 days of execution of the JV Agreement:

(i)	Executed and final form versions of all documents required to allot 70% of the shareholding of the JVC to Sadot (“Share Allotment Documents”) where Sadot is not a Shareholder at incorporation of JVC;
(ii)	Executed and final form versions of all documents required to transfer the Lands into JVC (“Land Transfer Documents”); and
(iii)	The sum of USD3,500,000 (Three Million Five Hundred Thousand United States Dollars) (the “Funds”).

4	Operation of Escrow
4.1	Release of Escrow Documents and Funds

On delivery to the Escrow Agent of the Share Allotment Documents (if required) and the Land Transfer Documents, Sadot shall make immediate payment of the Funds to the Escrow Agent.

Upon the Escrow Agent receiving an undertaking from the Bank that upon payment of the Funds to the Bank, the Bank shall release the Lands original title documents as well as any documents to release any Encumbrances on the Lands, and subject to any requirement for CCPC authorisation in accordance with the JV Agreement the Escrow Agent shall release the Funds to the Bank.

On payment of the Funds by the Escrow Agent to the Bank and on release of the Lands title documentation as well as release of Encumbrance documents to the Escrow Agent, the Escrow Agent shall release to Sadot the Share Allotment Documents and the Land Transfer Documents.

4.2 Escrow Agent’s fees

The expenses and fees of the Escrow Agent under this Escrow Agreement shall be borne by Sadot.

5	Liability of the Escrow Agent
5.1	Escrow Agent’s reliance

The Escrow Agent may rely upon and shall incur no liability in contract or in tort to any party whomsoever in acting or refraining from acting or relying upon any written notice, direction, request, waiver, consent, receipt or other paper or document which the Escrow Agent believes in good faith to be genuine and to have been signed or presented by the proper party or parties.

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5.2 Escrow Agent’s limitation of liability

The Escrow Agent shall not be liable whether in contract or in tort for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in fact or law, or for anything which it may do or refrain from doing in connection with this Escrow Agreement, except if and only to the extent such error, act or mistake is the result of its own negligence or fraud.

5.3 Escrow Agent’s entitlement to make enquiries and appoint lawyers

The Escrow Agent shall be entitled to undertake such reasonable enquiries and obtain such information as it may consider appropriate (and may seek the advice of an expert of its choice and independent of all other parties) in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder or as to the validity of any notification or instruction which purports to be notification made. The Escrow Agent will incur no liability in contract or in tort to any party whomsoever in respect of any action taken, omitted or suffered by it in accordance with the opinion of such solicitor or counsel.

5.4 Indemnity in favour of Escrow Agent

The Escrow Agent shall be indemnified by the Parties against all losses, costs and expenses (including reasonable legal costs) which may be incurred by it as a result of or arising out of this Escrow Agreement, including its involvement in any litigation arising from performance of its duties under this agreement, other than litigation resulting from or with respect to any action taken or omitted by the Escrow Agent which amounts to negligence or fraud. Such indemnification shall survive termination of this Escrow Agreement.

5.5 Escrow Agent’s rights in the event of a dispute

If a dispute arises between the Parties concerning the release of the Escrow Documents or the operation of this Escrow Agreement, the Escrow Agent shall not be required to determine the matter in dispute and need not release any Escrow Documents or issue any instructions in respect thereof but may retain the same and shall not be obliged to take any action hereunder until the Parties have resolved the dispute or the rights of the Parties to the dispute have been judicially determined.

35

6	Notifications
6.1	Method of service

All notifications or communications made in connection with this agreement will be made in writing and by courier service to the address of the respective Parties at the addresses as follows:

In the case of the CFL:

[  ] Email Attention:

In the case of Sadot:

Attention:

or such other address and/or facsimile number as the party in question shall have notified to the other Parties for the purposes of this Escrow Agreement.

6.2 Timing of service

A notification or communication shall be deemed to have been served as follows:

6.2.1	if personally delivered to the addressees, by hand, at the time of delivery; or
6.2.2	if posted, at the expiration of five Business Days after the envelope containing the same was delivered into the custody of the postal authorities or at the expiration of ten Business Days.
7	Governing law and jurisdiction

This agreement shall be governed in all respects by Zambian Law.

8 Jurisdiction

The parties agree that the Courts of Zambia shall have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Escrow Agreement.

36

IN WITNESS HEREOF the Parties have entered into this Escrow Agreement on the date first written above.

As Cropit Farming Limited
EXECUTED as a deed by:	)	/s/
	)
	)
Witnessed by		/s/
As Sadot
EXECUTED as a deed by:	)	/s/
	)
	)
Witnessed by		/s/

37

IN WITNESS WHEREOF, the Parties hereto have affixed their signatures below and signed this Agreement as a Deed

SIGNED by	/s/ Stewart Parkes
For and on behalf of:
Cropit Farming Limited	/s/Ashleigh Parkes
Witnessed By:	/s/

SIGNED by
AS DIRECTOR
for and on behalf of:
Sadot LLC	/s/Jennifer Black
Witnessed By:	/s/

38

XML

Cover	May 16, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 16, 2023
Entity File Number	001-39223
Entity Registrant Name	MUSCLE MAKER, INC.
Entity Central Index Key	0001701756
Entity Tax Identification Number	47-2555533
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1751 River Run
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Fort Worth
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76107
City Area Code	(832)
Local Phone Number	604-9568
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	GRIL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false