This Consulting Agreement (“agreement”) is made the………………….

day of
…………………………2022 (this “Agreement”) between ROVIN FOCUS LIMITED, a
company incorporated in Zambia and having its registered office at Plot No11974, Off Mosi
Road, Ibex Hill, Lusaka (Hereinafter called the “Consultant”) of the one part and LAVENT
BIOTECH COMPANY LIMITED, a company incorporated in Zambia and having its
registered office at Lumumba Rd, Lusaka Carousel Shopping Centre, no 94, Lusaka.

1. Services.

The Company has engaged Consultant to provide services in connection with the Company’s
business and any other incidentals. Consultant will provide corporate and compliance advisory
and such other services as described in Exhibit A (collectively, the "consulting services").

2. Time and Availability.

Consultant will devote hours 16 hours per month in performing the services for the Company as
stated herein. Consultant shall have discretion in selecting the dates and times it performs such
consulting services throughout the month giving due regard to the needs of the Company’s
business. If the Company deems it necessary for the Consultant to provide more than 16 hours in
any month, Consultant is not obligated to undertake such work until the Consultant and
Company have agreed on a rate of compensation.

3. Confidentiality.

In order for Consultant to perform the consulting services, it may be necessary for the Company
to provide Consultant with Confidential Information regarding the Company’s business and
products. The Company will rely heavily upon Consultant’s integrity and prudent judgment to
use this information only in the best interests of the Company.

4. Standard of Conduct. 

In rendering consulting services under this Agreement, Consultant shall conform to high
professional standards of work and business ethics. Consultant shall not use time, materials, or
equipment of the Company without the prior written consent of the Company. In no event shall
Consultant take any action or accept any assistance or engage in any activity that would result in
any university, governmental body, research institute or other person, entity, or organization
acquiring any rights of any nature in the results of work performed by or for the Company.

5. Reports. 

Consultant shall periodically provide the Company with written reports of his or her observations
and conclusions regarding the consulting services. Upon the termination of this Agreement,
Consultant shall, upon the request of Company, prepare a final report of Consultant’s activities.

6. Independent Contractor.

 Consultant is an independent contractor and is not an employee, partner, or co-venture of, or in

any other service relationship with, the Company. The manner in which Consultant’s services are
rendered shall be within Consultant’s sole control and discretion. Consultant is not authorized to
speak for, represent, or obligate the Company in any manner without the prior express written
authorization from an officer of the Company.

7. Taxes.

Consultant shall be responsible for all taxes arising from compensation and other amounts paid
under this Agreement, and shall be responsible for all payroll taxes and fringe benefits of
Consultant’s employees.

8. Benefits.

Consultant and Consultant’s employees will not be eligible for, and shall not participate in, any
employee pension, health, welfare, or other fringe benefit plan of the Company. No workers'
compensation insurance shall be obtained by Company covering Consultant or Consultant’s
employees.

9. Compensation. 

The Company shall pay to Consultant an hourly rate of Eight Hundred Kwacha (K800.00) as
(Consultancy fees only) rendered to the Company under this Agreement.

10. Reimbursement.
 The Company agrees to reimburse Consultant for all actual reasonable and necessary
expenditures, which are directly related to the consulting services. These expenditures include,
but are not limited to, expenses related to travel (i.e., airfare, hotel, temporary housing, meals,
parking, taxis, mileage, etc.), telephone calls, and postal expenditures. Expenses incurred by
Consultant will be reimbursed by the Company within 15 days of Consultant’s proper written
request for reimbursement.

11. Term. 

This Agreement shall be effective on the execution date of the parties and shall continue in full
force and effect for 12 months. The Company and Consultant may negotiate to extend the term
of this Agreement and the terms and conditions under which the relationship shall continue.

12. Termination. 

Either party may terminate this Agreement for any cause by giving 30 days written notice.

13. Responsibility upon Termination. 

Any equipment provided by the Company to the Consultant in connection with or furtherance of
Consultant’s services under this Agreement, including, but not limited to, computers, laptops,
and personal management tools, shall, immediately upon the termination of this Agreement, be
returned to the Company.

14. Survival. 

The provisions of part 15, 16 and 17 of this Agreement shall survive the termination of this
Agreement and remain in full force and effect thereafter.

15. Obligation of Confidentiality. 

In performing consulting services under this Agreement, Consultant may be exposed to and will
be required to use certain “Confidential Information” (as hereinafter defined) of the Company.
Consultant agrees that Consultant will not and Consultant’s employees, agents, or representatives
will not use, directly or indirectly, such Confidential Information for the benefit of any person,
entity, or organization other than the Company, or disclose such Confidential Information
without the written authorization of the Director of the Company, either during or after the term
of this Agreement, for as long as such information retains the characteristics of Confidential
Information.

Definition. “Confidential Information” means information not generally known and proprietary

to the Company or to a third party for whom the Company is performing work, including,
without limitation, information concerning any patents or trade secrets, confidential or secret
designs, processes, formulae, source codes, plans, devices or material, research and development,
proprietary software, analysis, techniques, materials, or designs (whether or not patented or
patentable), directly or indirectly useful in any aspect of the business of the Company, any
vendor names, customer and supplier lists, databases, management systems and sales and
marketing plans of the Company, any confidential secret development or research work of the
Company, or any other confidential information or proprietary aspects of the business of the
Company. All information which Consultant acquires or becomes acquainted with during the
period of this Agreement, whether developed by Consultant or by others, which Consultant has a
reasonable basis to believe to be Confidential Information, or which is treated by the Company
as being Confidential Information, shall be presumed to be Confidential Information.

16. Property of the Company. 

Consultant agrees that all plans, manuals, and specific materials developed by the Consultant on
behalf of the Company in connection with services rendered under this Agreement, are and shall
remain the exclusive property of the Company. Promptly upon the expiration or termination of
this Agreement, or upon the request of the Company, Consultant shall return to the Company all
documents and tangible items, including samples, provided to Consultant or created by
Consultant for use in connection with services to be rendered hereunder, including, without
limitation, all Confidential Information, together with all copies and abstracts thereof.

17. RIGHTS AND DATA

All drawings, models, designs, formulas, methods, documents, and tangible items prepared for
and submitted to the Company by Consultant in connection with the services rendered under this
Agreement shall belong exclusively to the Company and shall be deemed to be works made for
hire (the “Deliverable Items”). To the extent that any of the Deliverable Items may not, by
operation of law, be works made for hire, Consultant hereby assigns to the Company the
ownership of copyright or mask work in the Deliverable Items, and the Company shall have the
right to obtain and hold in its own name any trademark, copyright, or mask work registration,
and any other registrations and similar protection which may be available in the Deliverable
Items. Consultant agrees to give the Company or its designees all assistance reasonably required
to perfect such rights.

18. Governing Law. 

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

19. Complete Agreement.

This Agreement constitutes the complete agreement and sets forth the entire understanding and
agreement of the parties as to the subject matter of this Agreement and supersedes all prior
discussions and understandings in respect to the subject of this Agreement, whether written or
oral.

20. Dispute Resolution. 

If there is any dispute or controversy between the parties arising out of or relating to this
Agreement, the parties agree that such dispute or controversy shall be resolved by mutual
negotiation. Were parties cannot agree upon mutual negotiation, the dispute or controversy
shall be resolved by the court of law.

21. Modification.

 No modification, termination, or attempted waiver of this Agreement, or any provision thereof,
shall be valid unless in writing signed by the party against whom the same is sought to be
enforced.

22. Waiver of Breach. 

The waiver by a party of a breach of any provision of this Agreement by the other party shall not
operate or be construed as a waiver of any other or subsequent breach by the party in breach.

23. Successors and Assigns.

This Agreement may not be assigned by either party without the prior written consent of the
other party; provided, however, that the Agreement shall be assignable by the Company without
Consultant’s consent in the event the Company is acquired by or merged into another corporation
or business entity. The benefits and obligations of this Agreement shall be binding upon and
inure to the parties hereto, their successors and assigns.

AS WITNESS the hands of the parties or their duly authorized agents the day and year first
before written

SIGNED BY:……………………………………………………

For and on behalf of Rovin Focus Limited

WITNESS

Name:……………………………………………………………

Address:…………………………………………………………

Occupation:…………………………………………………….

SIGNED BY:…………………………………………………….

For and on behalf of Levant Biotech Company Limited

WITNESS
Name:……………………………………………………………

 Address:………………………………………………………

Occupation:………………………………………………….