REVISED PARTNERSHIP AGREEMENTPartnership Agreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks
This new posture has always been supported by the administrative authorities and local technical services such as the ARD, the CADL and the SAED, among others. It is within the framework that he has developed, under the impetus of the SAED, land use and use plans and a charge of the irrigated domain. Through these tools, local and regional authorities are committed to ensuring the rational and sustainable exploitation of land and water resources in the region.
CONTRIBUTION AGREEMENTContribution Agreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
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 Church Street, George Town, Grand Cayman, Cayman Islands, PO Box 1103, KY1-1102 (the “Company”) and African Agriculture, Inc., a Delaware corporation (the “Receiving Party”). The Contributing Party, the Company and the Receiving Party are sometimes referred to herein together as the “Parties” and each a “Party.”
ENGAGEMENT & ADVISORY AGREEMENTAdvisory Agreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks
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 consideration of the covenants, representations and agreements set forth below, AA and Dr. Putnam hereby agree as follows:
AMENDED AND RESTATED SALES AND MARKETING AGREEMENTSales and Marketing Agreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks
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 between Monitor Power Systems AS (“MPS”) and African Discovery Group LLC (“ADG”) (individually, a “Party” and collectively, the “Parties”).
JOINDER to LETTER AgreementJoinder to Letter Agreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks
This Joinder to Letter Agreement (this “Joinder”) is made this 8th day of December, 2022, by Michael Brown (the “Director”), in respect of that certain Letter Agreement (the “Letter Agreement”), dated as of August 10, 2021, by and among 10X Capital SPAC Sponsor II LLC (the “Sponsor”), 10X Capital Venture Acquisition Corp. II, (the “Company”), and each of the other parties thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Letter Agreement.
SERVICE CONTRACTService Contract • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks
LEASE AGREEMENTLease Agreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks
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
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
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 the “Parties”.
AndAgreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
AGREEMENT FOR DELIVERY OF PRE-CONSTRUCTION ACTIVITIESAgreement for Delivery • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks
INTERCOMPANY LOAN AGREEMENT BETWEEN AGRO-INDUSTRIES/ GLOBAL COMMODITIES AND AFRICAN AGRICULTUREIntercompany Loan Agreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks • Delaware
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 & Investments Ltd., an open ended limited liability investment company incorporated in Grand Cayman (“Lender”).
FRAMEWORK AGREEMENT BETWEEN AFRICAN AGRICULTURE INC AND MPS INFRASTRUCTURE INC SOLAR POWER GENERATIONFramework Agreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks
WHEREAS, African Ag desires to establish solar PV power generation sufficient to supply current and future needs of the [ farm name ], and
ContractMaster Agreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks • Saint Louis
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 office in Ground Floor, DMS House, 20 Genesis Place, Dr. Roy’s Drive, George Town, Grand Cayman, PO Box 1103 KYI1102, Cayman Islands, duly represented by Chris Narborough (hereinafter the “Transferee”) And - Tampieri Financial Group S.p.A., a limited company incorporated under Italian law with registered office in via Granarolo 177/3, Faenza (RA), Italy, duly represented by Carlo Tampieri/VaIentina Susanna Gava/Massimo Campadese (hereinafter “TFG”) And - Tampieri S.p.A., a limited company incorporated under Italian law with registered office in via Granarolo 177/3, Faenza (RA), Italy, duly represented by Car
AMENDED AND RESTATED ADVISOR AGREEMENTAdvisor Agreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
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 herein as a “Party”, and collectively as the “Parties”.
AGREEMENT Between10X Capital Venture Acquisition Corp. II • January 20th, 2023 • Blank checks • New York
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks
This Restricted Stock Unit Award Agreement (this “Agreement”) is dated as of November 1, 2022, and is made by and between African Agriculture, Inc., a Delaware corporation (the “Company”), and the participant whose name appears on the signature page to this Agreement (“Participant”). Capitalized but undefined terms will have the meaning set forth in Section 12 of this Agreement.
African Agriculture, Inc.10X Capital Venture Acquisition Corp. II • January 20th, 2023 • Blank checks
As you know, African Agriculture, Inc. (the “Company”) is contemplating entering into a Merger Agreement, pursuant to which, if the transactions contemplated thereby are consummated, 10X AA Merger Sub, Inc., a Delaware corporation, a wholly owned, direct subsidiary of 10x Capital Venture Acquisition Corp. II (the “Acquiror”), will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of the Aquiror. In recognition of the important contributions you are making to the Company, the Company is pleased to offer you the following bonus opportunity.
African Agriculture, Inc.10X Capital Venture Acquisition Corp. II • January 20th, 2023 • Blank checks
As you know, African Agriculture, Inc. (the “Company”) is contemplating entering into a Merger Agreement, pursuant to which, if the transactions contemplated thereby are consummated, 10X AA Merger Sub, Inc., a Delaware corporation, a wholly owned, direct subsidiary of 10x Capital Venture Acquisition Corp. II (the “Acquiror”), will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of the Aquiror. In recognition of the important contributions you are making to the Company, the Company is pleased to offer you the following bonus opportunity.
