AAGR / African Agriculture Holdings Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

African Agriculture 445 Park Avenue, Ninth Floor New York, NY 10022 May 18, 2023

African Agriculture 445 Park Avenue, Ninth Floor New York, NY 10022 May 18, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Master Agreement, dated February 28, 2018, by and among Gora Seck, Agro Industries Corp, Tampieri Financial Group S.p.A., Tempieri S.p.A., Davide Tampieri and Senhuile S.A.

Exhibit 10.15 MASTER AGREEMENT By and between - Mr. Gora Seck, a citizen Of the Republic of Senegal, born in Kaolack (Republic of Senegal) on 7 June 1964, residing in Avenue Nelson Mandela, Atlantis Building 8th floor, Dakar, Republic of Senegal (hereinafter the ?Transferor?) And - Agro Industries Corp, an exempted company incorporated in the Cayman Islands with limited liability with registered o

Partnership Agreement, dated May 16, 2022, by and between African Agriculture, Inc. and The Directorate General of water and Forests

Exhibit 10.17 REPUBLIQUE DU NIGER AFRICAN AGRICULTURE, Inc. AFRICAN AGRICULTURE, Inc. Direction Générale des Eaux et Forêts (DGEF) Convention NO Convention NO AA, Inc./DGEF/2022 CONVENTION DE PARTENARIAT (PARTNERSHIP AGREEMENT) Reboisement des forêts classées et production de crédits carbone au Niger (Reforestation of forest reserves and production of carbon credits in Niger) May 2022 Mai 2022 Ent

As filed with the U.S. Securities and Exchange Commission on August 5, 2022.

As filed with the U.S. Securities and Exchange Commission on August 5, 2022. Registration No. 333-264015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AFRICAN AGRICULTURE, INC. (Exact name of registrant as specified in its charter) Delaware 100 86-3812100 (State or other jurisdiction of in

Intercompany Loan Agreement, dated May 10, 2021, by and among African Agriculture, Inc., Agro Industries Corp. and Global Commodities LTD.

Exhibit 10.16 African Agriculture, Inc. New York, NY May 10, 2021 INTERCOMPANY LOAN AGREEMENT BETWEEN AGRO-INDUSTRIES/ GLOBAL COMMODITIES AND AFRICAN AGRICULTURE THIS AGREEMENT (“Agreement”), is dated as of May 10, 2021 and is made by and between African Agriculture, Inc., a Delaware corporation (“Borrower’), Agro Industries Corp., a wholly owned subsidiary of AA (“Al”) and Global Commodities & In

Master Agreement, dated February 28, 2018, by and among Gora Seck, Agro Industries Corp, Tampieri Financial Group S.p.A., Tempieri S.p.A., Davide Tampieri and Senhuile S.A.

EX-10.15 2 fs12022a3ex10-15african.htm MASTER AGREEMENT, DATED FEBRUARY 28, 2018, BY AND AMONG GORA SECK, AGRO INDUSTRIES CORP, TAMPIERI FINANCIAL GROUP S.P.A., TEMPIERI S.P.A., DAVIDE TAMPIERI AND SENHUILE S.A. Exhibit 10.15

Partnership Agreement, dated May 16, 2022, by and between African Agriculture, Inc. and The Directorate General of water and Forests

Exhibit 10.17

Intercompany Loan Agreement, dated May 10, 2021, by and among African Agriculture, Inc., Agro Industries Corp. and Global Commodities LTD.

Exhibit 10.16

As filed with the U.S. Securities and Exchange Commission on June 30, 2022.

As filed with the U.S. Securities and Exchange Commission on June 30, 2022. Registration No. 333-264015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AFRICAN AGRICULTURE, INC. (Exact name of registrant as specified in its charter) Delaware 100 86-3812100 (State or other jurisdiction of inc

Amended and Restated Employment Agreement, dated May 21, 2022, by and between the Registrant and Harry Green**

Exhibit 10.12 EXECUTION VERSION AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is dated as of May 21, 2022 (the “Effective Date”) by and between African Agriculture, Inc., a Delaware corporation (the “Company”) and Harry Green (the “Executive”). The Company and Executive may each be referred to herein as a “Party”, and collectively as th

As filed with the U.S. Securities and Exchange Commission on May 24, 2022.

As filed with the U.S. Securities and Exchange Commission on May 24, 2022. Registration No. 333-264015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AFRICAN AGRICULTURE, INC. (Exact name of registrant as specified in its charter) Delaware 100 86-3812100 (State or other jurisdiction of inco

Amended and Restated Advisor Agreement, dated May 21, 2022, by and between the Registrant and African Discovery Group, Inc.**

Exhibit 10.13 EXECUTION VERSION AMENDED AND RESTATED ADVISOR AGREEMENT This Amended and Restated Advisor Agreement (this ?Agreement?) is dated as of May 21, 2022 (the ?Effective Date?), and is made by and between African Agriculture, Inc., a Delaware corporation (the ?Company?) and African Discovery Group, Inc., a Delaware corporation (?Advisor?). The Company and Advisor may each be referred to he

As filed with the U.S. Securities and Exchange Commission on April 20, 2022.

As filed with the U.S. Securities and Exchange Commission on April 20, 2022. Registration No. 333-264015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AFRICAN AGRICULTURE, INC. (Exact name of registrant as specified in its charter) Delaware 100 86-3812100 (State or other jurisdiction of in

Form of African Agriculture, Inc. 2022 Incentive Plan**

Exhibit 10.14 AFRICAN AGRICULTURE, INC. 2022 INCENTIVE PLAN 1. Establishment of the Plan; Effective Date; Duration. (a) Establishment of the Plan; Effective Date. African Agriculture, Inc., a Delaware corporation (the ?Company?), hereby establishes this incentive compensation plan to be known as the ?African Agriculture, Inc. 2022 Incentive Plan?, as amended from time to time (the ?Plan?). The Pla

Bylaws, as currently in effect**

Exhibit 3.4 BYLAWS OF AFRICAN AGRICULTURE, INC. (a Delaware corporation) ARTICLE I OFFICES 1.1 Registered Office. The registered office of Jupiter Acquisition Corporation (the “Corporation”) in the State of Delaware shall be at 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808. The name of the registered agent at such location is Corporation Service Company. 1.2 Other Offices.

Form of Amended and Restated Certificate of Incorporation, to be effective upon the completion of the offering**

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of AFRICAN AGRICULTURE, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) African Agriculture, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: 1. That the name of this

Engagement and Advisory Agreement, dated September 13, 2021, by and between the Registrant and Dr. Daniel H. Putnam**

Exhibit 10.5 African Agriculture, Inc. New York, NY September 13, 2021 ENGAGEMENT & ADVISORY AGREEMENT THIS AGREEMENT (the “Agreement”) is made and entered into as of this day of September 13, 2021 (the “Effective Date”), by and between African Agriculture, Inc. (“AA”) located at 445 Park Avenue 9th Floor, NY, NY USA 10022 and Dr. Daniel H. Putnam located at 2224 Holman St., Woodland, CA 95776. In

Lease Agreement, dated August 13, 2021, by and between the Registrant and an Immobilier SARL**

Exhibit 10.8 LEASE AGREEMENT I. Designation of the parties This contract is concluded between the undersigned: AN IMMOBILIER SARL, located at liberty 6 extension, cité des jeunes cadres lébou, villa N*25, Trade Register N* SNDKR2013B10704, represented by Mrs. Ndeye Marie Diallo Hereinafter referred to as “the Lessor”; & African Agriculture (address, RC, ...): Hereinafter referred to as “the Taker”

Agreement for Delivery of Pre-Construction Activities, dated December 22, 2021, by and between the Registrant and Willing Hands AS**

Exhibit 10.4 AGREEMENT FOR DELIVERY OF PRE-CONSTRUCTION ACTIVITIES This agreement (the ?Agreement?) is made and entered into this 12.22.21 by and between: 1) Wiling Hands AS, reg.no. 915 063 489, Ronatoppen 63A, 4638 Kristiansand, Norway (the ?Company? or ?WH?); and 2) AFRICAN Agriculture, Inc., a Delaware Corporation, 445 Park Avenue, 9th floor, New York, NY 10022 (the ?Partner? or ?AA?) (The Com

Form of Amended and Restated Bylaws, to be effective upon completion of this offering**

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF AFRICAN AGRICULTURE, INC. (a Delaware corporation) ARTICLE I OFFICES 1.1 Registered Office. The registered office of African Agriculture, Inc. (the “Corporation”) in the State of Delaware shall be at 251 Little Falls Drive, Wilmington, New Castle County, Delaware, 19808. The name of the registered agent at such location is Corporation Service Company. 1.2

Certificate of Incorporation, as currently in effect**

Exhibit 3.2 CERTIFICATE OF INCORPORATION OF AFRICAN AGRICULTURE, INC. (Under Section 102 of the Delaware General Corporation Law) FIRST: The name of the corporation is African Agriculture, Inc. (the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, in the City of Wilmington, 19808, County

Amended and Restated Sales and Marketing Agreement, dated May 10, 2019, by and between Monitor Power Systems AS and African Discovery Group LLC**

EX-10.7 11 fs12022ex10-7africanagri.htm AMENDED AND RESTATED SALES AND MARKETING AGREEMENT, DATED MAY 10, 2019, BY AND BETWEEN MONITOR POWER SYSTEMS AS AND AFRICAN DISCOVERY GROUP LLC Exhibit 10.7 AMENDED AND RESTATED SALES AND MARKETING AGREEMENT This Amended And Restated Sales And Marketing Agreement (“Agreement”) is made and entered into as of the 10th day of May 2019 (“Effective Date”) by and

Service Contract, dated July 14, 2021, by and between the Registrant and FGM International**

EX-10.2 6 fs12022ex10-2africanagri.htm SERVICE CONTRACT, DATED JULY 14, 2021, BY AND BETWEEN THE REGISTRANT AND FGM INTERNATIONAL Exhibit 10.2 SERVICE CONTRACT Between African Agriculture Inc. (“The Client”) 445 Park Avenue, 9th Floor New York, NY 10022, USA 86-3812100 Represented by Alan Kessler, CEO And FGM International (“The Contractor”) 1 avenue Gustave Eiffel 17400 Saint Jean d’Angély France

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) AFRICAN AGRICULTURE, INC.

Master Research and Training Agreement, dated June 17, 2021, by and between the Registrant and Board of Supervisors of Louisiana State University and Agricultural and Mechanical College on behalf of the LSU Agricultural Center

EX-10.3 7 fs12022ex10-3africanagri.htm MASTER RESEARCH AND TRAINING AGREEMENT, DATED JUNE 17, 2021, BY AND BETWEEN THE REGISTRANT AND BOARD OF SUPERVISORS OF LOUISIANA STATE UNIVERSITY AND AGRICULTURAL AND MECHANICAL COLLEGE ON BEHALF OF THE LSU AGRICULTURAL CENTER Exhibit 10.3 MASTER RESEARCH AND TRAINING AGREEMENT WHEREAS African Agriculture, Inc., (“Sponsor”) and the Board of Supervisors of Lou

List of Subsidiaries**

EX-21.1 17 fs12022ex21africanagri.htm LIST OF SUBSIDIARIES Exhibit 21.1 AFRICAN AGRICLUTURE, INC. LIST OF SUBSIDIARIES AS OF March 25, 2022 Subsidiary State or Jurisdiction Under Which Organized Agro-Industries Cayman Islands La Fermes de la Teranga Senegal African Agriculture, Niger Niger

Lease Agreement, dated December 5, 2021, by and among the Registrant, Agro Industries Corp. and the municipality of Aderbissinat**

Exhibit 10.9 AGREEMENT Between (1) African Agriculture, Inc. a Delaware corporation, registered under number 5721264, having as its agent CORPORATION SERVICE COMPANY, 251 Little Falls Drive, Wilmington, New Castle, DE 19808, United States of America, and having its offices at 445 Park Avenue, 9th Floor, New York, NY 10022, United States of America, represented by its President and Chief Executive

Framework Agreement, dated July 8, 2021, by and between the Registrant and MPS Infrastructure Inc.**

Exhibit 10.6 FRAMEWORK AGREEMENT BETWEEN AFRICAN AGRICULTURE INC AND MPS INFRASTRUCTURE INC SOLAR POWER GENERATION This Framework Agreement (hereinafter the “Agreement”) is entered into as of July 14, 2021 Between: African Agriculture Inc (“African Ag”) 445 Park Avenue Ninth Floor New York, NY 10022 And MPS Infrastructure (“MPS”) 110 West 40th Street Suite 300 New York, NY 10023 Each a “Party” and

Partnership Agreement, dated January 2021, by and between the Farms of Teranga S.A. and the Municipality of Fass Ngom**

EX-10.11 15 fs12022ex10-11africanagri.htm PARTNERSHIP AGREEMENT, DATED JANUARY 2021, BY AND BETWEEN THE FARMS OF TERANGA S.A. AND THE MUNICIPALITY OF FASS NGOM Exhibit 10.11 REVISED PARTNERSHIP AGREEMENT BETWEEN THE FARMS OF TERANGA S.A. and THE MUNICIPALITY OF FASS NGOM January 2021 reminder Having regard to the Constitution; Having regard to Law 96-06 on the Code of Local Authorities; Having reg

As submitted with the U.S. Securities and Exchange Commission on March 31, 2022.

As submitted with the U.S. Securities and Exchange Commission on March 31, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AFRICAN AGRICULTURE, INC. (Exact name of registrant as specified in its charter) Delaware 100 86-3812100 (State or other jurisdiction of incorporation or organi

Contribution Agreement, dated June 24, 2021, by and between the shareholders of Agro Industries Corp listed as signatories thereto, Agro Industries Corp. and the Registrant**

Exhibit 10.12 Execution Version CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (this “Agreement”) is made as of June 24, 2021, by and between the shareholders of Agro Industries Corp (the “Shareholders”) listed as signatories to this Agreement (the “Contributing Party”), Agro Industries Corp., a Cayman Islands exempted company, with registered offices at 2nd Floor, Strathvale House, 90 North C

Lease Agreement, dated November 27, 2021, by and among the Registrant, Agro Industries Corp. and the municipality of Ingall**

Exhibit 10.10 Agreement between The Companies and the Municipality of Ingall AGREEMENT Between (1) African Agriculture, Inc. a Delaware corporation, registered under number 5721264, having as its agent CORPORATION SERVICE COMPANY, 251 Little Fails Drive, Wilmington, New Castle, DE 19808, United States of America, and having its offices at 445 Park Avenue, 9th Floor, New York, NY 10022, United Stat

EX-10.15

Exhibit 10.15

EX-10.8

Exhibit 10.8

EX-10.14

EX-10.14 14 filename14.htm Exhibit 10.14

EX-10.13

EX-10.13 13 filename13.htm Exhibit 10.13

As submitted confidentially with the U.S. Securities and Exchange Commission on February 15, 2022.

As submitted confidentially with the U.S. Securities and Exchange Commission on February 15, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AFRICAN AGRICULTURE, INC. (Exact name of registrant as specified in its charter) Delaware 100 86-3812100 (State or other ju

EX-10.4

EX-10.4 4 filename4.htm Exhibit 10.4

EX-10.12

Exhibit 10.12

EX-10.7

Exhibit 10.7

EX-10.10

Exhibit 10.10

EX-10.9

Exhibit 10.9

EX-10.6

Exhibit 10.6

EX-10.5

Exhibit 10.5

EX-10.3

EX-10.3 3 filename3.htm Exhibit 10.3

BETWEEN THE FARMS OF TERANGA S.A. THE MUNICIPALITY OF FASS NGOM January 2021

EX-10.11 11 filename11.htm Exhibit 10.11 REVISED PARTNERSHIP AGREEMENT BETWEEN THE FARMS OF TERANGA S.A. and THE MUNICIPALITY OF FASS NGOM January 2021 reminder Having regard to the Constitution; Having regard to Law 96-06 on the Code of Local Authorities; Having regard to Law No. 96-07 of 22 March 1996 on the transfer of powers to the regions, municipalities and rural communities; Having regard t

EX-10.2

Exhibit 10.2

As submitted confidentially with the U.S. Securities and Exchange Commission on December 22, 2021.

As submitted confidentially with the U.S. Securities and Exchange Commission on December 22, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AFRICAN AGRICULTURE, INC. (Exact name of registrant as specified in its charter) Delaware 100 86-3812100 (State or other jurisdiction of incor