Exhibit 10.1


 


February 25, 2021


 


African Gold Acquisition Corporation


322 West 52nd Street, #2322


New York, NY 10019-9998


 


Re: Initial Public Offering


 


Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
to be entered into by and among African Gold Acquisition Corporation, a Cayman Islands exempted company (the “Company”),
and B. Riley Securities, Inc., as representative (the “Representative”) of the several underwriters (each,
an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten
initial public offering (the “Public Offering”), of up to 41,400,000 of the Company’s units (including
up to 5,400,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised
of one of the Company’s Class A ordinary shares, of $0.0001 par value per share (the “Ordinary Shares”),
and three-quarters of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof
to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering
pursuant to a registration statement on Form S-1 (File No. 333-251939) and prospectus (the “Prospectus”)
filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Company shall
apply to have the Units listed on The New York Stock Exchange. Certain capitalized terms used herein are defined in Section 15
hereof.


 


In order to induce the Company and the
Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, African Gold Acquisition Sponsor LLC (the “Sponsor”)
and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each,
an “Insider” and collectively, the “Insiders”), hereby agree with the Company
as follows:


 


1.  The officer and directors of the
Company will not enter into a binding agreement for a proposed Business Combination or propose any Business Combination to shareholders
of the Company unless such action is first approved by the manager(s) of the Sponsor.


 


2. Subject
to Section 1, the Sponsor and each Insider agrees that (A) if the Company seeks shareholder approval of a proposed Business Combination,
then in connection with such proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her
in favor of any proposed Business Combination and (ii) not redeem any Shares owned by it, him or her in connection with such
shareholder approval, (B) if the Company engages in a tender offer in connection with any proposed Business Combination, it, he
or she shall not sell any Shares to the Company in connection therewith and (C) if the Company seeks shareholder approval of any
proposed amendment to the Charter prior to the consummation of a Business Combination, it, he or she shall not redeem any Shares
owned by it, him or her in connection with such shareholder approval.


 


3. The Sponsor and each Insider hereby
agrees that in the event that the Company fails to consummate a Business Combination within the time period set forth in the Charter,
the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully
available funds therefor, redeem 100% of the Ordinary Shares sold as part of the Units in the Public Offering (the “Offering
Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any
taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued outstanding Offering
Shares, which redemption will completely extinguish all Public Shareholders’ rights as shareholders (including the right
to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board
of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the Company’s obligations under
Cayman Islands law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agrees
to not propose any amendment to the Charter (i) that would affect the substance or timing of the Company’s obligation to
allow redemption in connection with the Business Combination or to redeem 100% of the Offering Shares if the Company does not complete
a Business Combination within the time period described in the Prospectus or (ii) with respect to any other provision relating
to shareholders’ rights or pre-Business Combination activity, unless the Company provides its public shareholders with the
opportunity to redeem their Ordinary Shares upon approval of any such amendment at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account
and not previously released to the Company to pay any taxes, divided by the number of then issued and outstanding Offering Shares.


 






    


     


    

 


The Sponsor and each Insider acknowledges
that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other
asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The
Sponsor and each Insider hereby further waives any claim such Sponsor or Insider may have in the future as a result of, or arising
out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever
except in each case with respect to the Insider’s right to a pro rata interest in the proceeds held in the Trust Fund for
any Offering Shares such Sponsor or Insider may hold.


 


4. During the period commencing on
the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without
the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge,
grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a
put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission
promulgated thereunder, with respect to any Units, Ordinary Shares, Founder Shares, Warrants or any securities convertible into,
or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, Ordinary Shares, Founder
Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her,
whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce
any intention to effect any transaction specified in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges
and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth in this Section 4 or Section
8 below, the Company shall announce the impending release or waiver by press release through a major news service at least two
business days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two business
days after the publication date of such press release. The provisions of this Section will not apply if the release or waiver is
effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms
described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.


 


5. In the event of the liquidation
of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders, members or managers
of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense
whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing
or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject
as a result of any claim by (i) any third party for services rendered or products sold to the Company or (ii) a prospective
target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or a Business
Combination agreement (a “Target”); provided, however, that such indemnification
of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services
rendered (other than the Company’s independent public accountants) or products sold to the Company or a Target do not reduce
the amount of funds in the Trust Account to below (i) $10.00 per share of the Offering Shares or (ii) such lesser amount
per share of the Offering Shares held in the Trust Account due to reductions in the value of the trust assets as of the date of
the liquidation of the Trust Account, in each case, net of the amount of interest earned on the property in the Trust Account which
may be withdrawn to pay taxes, except as to any claims by a third party (including a Target) who executed a waiver of any and all
rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the Underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event that any such executed
waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the extent of any liability
for such third party claims. The Sponsor shall have the right to defend against any such claim with counsel of its choice reasonably
satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies
the Company in writing that it shall undertake such defense.


 






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6. To the extent that the Underwriters
do not exercise their over-allotment option to purchase up to an additional 5,400,000 Units within 45 days from the date of the
Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost and on a pro rata basis, a number
of Founder Shares in the aggregate equal to 1,350,000 multiplied by a fraction, (i) the numerator of which is 5,400,000 minus
the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator
of which is 5,400,000.


 


7. The parties hereto hereby agree
and acknowledge that: (i) the Underwriters, the Sponsor and the Company would be irreparably injured in the event of a breach
by the applicable parties hereto of its, his or her obligations under Sections 1, 2, 3, 4, 5, 6, 8(a), 8(b), 9, 10, 11 and 14,
as applicable, of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party
shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event
of such breach.


 


8. (a) The Sponsor and each Insider
agrees that it, he or she shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion thereof) until the
earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to
the Business Combination, (x) if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted
for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any
20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business
Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other
similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares
for cash, securities or other property (the “Founder Shares Lock-up Period”).


 


(b) The Sponsor and each Insider agrees
that it, he or she shall not Transfer any Private Placement Warrants (or Ordinary Shares issued or issuable upon the conversion
of the Private Placement Warrants), until 30 days after the completion of a Business Combination (the “Private Placement
Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions set
forth in Sections 4, 8(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and Ordinary Shares issued
or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor,
any Insider or any of their permitted transferees (that have complied with this Section 8(c)), are permitted (a) to the Company’s
officers or directors, any affiliates or family members of any of the Company’s officers or directors, any affiliates of
the Sponsor, or any members of the Sponsor or any of their affiliates; (b) in the case of an individual, transfers by gift
to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s
immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, transfers
by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant
to a qualified domestic relations order; (e) transfers by private sales or transfers made in connection with any forward purchase
agreement or similar arrangements or in connection with the consummation of a Business Combination at prices no greater than the
price at which the securities were originally purchased; (f) transfers in the event of the Company’s liquidation prior
to the completion of an initial Business Combination; and (g) transfers by virtue of the laws of the Cayman Islands or the
Sponsor’s memorandum and articles of associations upon dissolution of the Sponsor; provided, however, that in the case of
clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement agreeing to be bound by the
restrictions herein.


 


9. Each of the Insiders agrees to be a
director or officer of the Company, as applicable, until the earlier of the consummation by the Company of an initial Business
Combination, the liquidation of the Company, or his or her removal, death or incapacity. In the event of the removal or resignation
of an Insider as a director or officer (as applicable), each Insider agrees that he or she will not, prior to the consummation
of the Business Combination, without the prior express written consent of the Company, (i) use for the benefit of the undersigned
or to the detriment of the Company or (ii) disclose to any third party (unless required by law or governmental authority), any
information regarding a potential target of the Company that is not generally known by persons outside of the Company, the Sponsor,
or their respective affiliates.


 






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10. Subject to Section 1, the undersigned
acknowledges and agrees that prior to entering into a definitive agreement for a Business Combination with a target business that
is affiliated with the Sponsor, any of the officers and directors of the Company or their affiliates or related entities, such
transaction must be approved by a majority of the Company’s disinterested directors and the Company must obtain an opinion
from an independent investment banking firm or another independent entity that commonly renders valuation opinions for the type
of company the Company is seeking to acquire that such Business Combination is fair to the Company’s unaffiliated shareholders
from a financial point of view.


 


11. The Sponsor and each Insider represents
and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange
or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical
information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects
and does not omit any material information with respect to the Insider’s background. Each Insider’s questionnaire furnished
to the Company is true and accurate in all respects. Each Insider represents and warrants that: it, he or she is not subject to
or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any jurisdiction; it or he has never been convicted of, or pleaded
guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another
person, or (iii) pertaining to any dealings in any securities and it or he is not currently a defendant in any such criminal
proceeding.


 


12. Except as disclosed in the Prospectus,
neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the Company,
shall receive from the Company any finder’s fee, reimbursement or cash payments prior to or in connection with any services
rendered in order to effectuate the consummation of the Company’s initial Business Combination (regardless of the type of
transaction that it is), other than the amounts described in the Prospectus under the heading “Summary – The Offering
– Limited Payments to Insiders.” 


 


13. The Sponsor and each Insider has
full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement
with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or director
on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or director of
the Company.


 


14. (a) The Company and the Insiders
will take all appropriate steps to ensure that the board of directors of the Company consists of eight (8) members or as otherwise
determined by the Sponsor in accordance with the Charter.


 


(b) The Sponsor, shall be entitled to designate
one (1) representative (the “Sponsor Representative”) and the directors of the Company will, in accordance
with the Charter, appoint that Sponsor Representative to the board of directors of the Company as a director of the Company.


 


(c) In the event that any Sponsor Representative
is unable for any reason including lack of qualifications or refusal to serve as a director, then the Sponsor, shall be entitled
to name a new nominee to fill such position and the directors of the Company will, in accordance with the Charter, appoint that
Sponsor Representative to the board of directors of the Company as a director of the Company.


 


(d) The Company agrees that the Sponsor
Representative shall be indemnified by the Company for their conduct as a director to the same extent and in the same manner as
the current and other directors of the Company are currently indemnified and shall be included on the policy of directors and officers
insurance to the same extent as all other directors.


 






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(e) Each of the Insiders acknowledge and
agree not to take any action resulting in the Company incurring, accruing or being obligated to any expenditure of $50,000 or greater,
without the prior written consent of the Sponsor Representative.


 


15. As used herein, (i) “Business
Combination” shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination, involving the Company and one or more businesses; (ii) “Shares” shall mean, collectively,
the Ordinary Shares and the Founder Shares; (iii) “Founder Shares” shall mean (a) the 10,350,000
of the Company’s Class B ordinary shares, of $0.0001 par value per share, initially issued to the Sponsor for an aggregate
purchase price of $25,000 prior to the consummation of the Public Offering and taking into consideration a dividend of 0.2 share
for each ordinary share then outstanding declared on February 25, 2021 (up to 1,350,000 Shares of which are subject to complete
or partial forfeiture by the Sponsor if the over-allotment option is not exercised by the Underwriters); (iv) “Initial
Shareholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement
Warrants” shall mean the Warrants to purchase up to 10,300,000 Ordinary Shares of the Company (or 11,380,000 if the
over-allotment option is exercised in full) which the Sponsor has agreed to purchase for an aggregate purchase price of $10,300,000
(or $11,380,000 if the over-allotment option is exercised in full), or $1.00 per Private Placement Warrant, in a private placement
that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders”
shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall
mean the trust fund located in the United States into which a portion of the net proceeds of the Public Offering shall be deposited;
(viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell,
hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly,
or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position
within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder
with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such
securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a)
or (b); and (ix) “Charter” shall mean the Company’s memorandum and articles of association,
as the same may be amended from time to time.


 


16. This Letter Agreement constitutes
the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject
matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other
than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


17. No party hereto may assign either
this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other
party. Any purported assignment in violation of this Section shall be void and ineffectual and shall not operate to transfer or
assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider
and their respective successors, heirs and assigns and permitted transferees.


 


18. Nothing in this Letter Agreement shall
be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under
or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions,
stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties
hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


19. This Letter Agreement may be executed
in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 


20. This Letter Agreement shall be deemed
severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in
terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 






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21. This Letter Agreement shall be
governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts
of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all
agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought
and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which
jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such
courts represent an inconvenient forum.


 


22. Any notice, consent or request
to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by
express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.


 


23. This Letter Agreement shall terminate
on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided,
however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed
by March 31, 2021; provided further that Section 5 of this Letter Agreement shall survive such liquidation.


 


24. The Company, the Sponsor and each Insider
hereby acknowledges and agrees that the Representative on behalf of the Underwriters is a third party beneficiary of this Letter
Agreement.


 


[Signature Page Follows]


 




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	 	Sincerely,
	 	 
	 	
        AFRICAN GOLD ACQUISITION

        SPONSOR LLC, by its Managing Member,

        Ulex Limited

	 	 	 
	 	By:	/s/ Pamela Ann Young 
	 	 	Name: 	 Pamela Ann Young 
	 	 	Title:	 Director 
	 	 	 	 
	 	
         

         
	
        Directors and/or Officers of African Gold

        Acquisition Corporation:

	 	
         

        By:
	/s/ Christopher Chadwick 
	 	 	Christopher Chadwick
	 	 	 
	 	By:	/s/ Cooper Morgenthau 
	 	 	Cooper Morgenthau
	 	 	 
	 	By:	/s/ Izak Marais 
	 	 	Izak Marais
	 	 	 
	 	By:	 /s/ Robert Hersov 
	 	 	Robert Hersov
	 	 	 
	 	By:	 /s/ Brian Hinchcliffe 
	 	 	Brian Hinchcliffe
	 	 	 	 
	 	By:	/s/ Koosum Kalyan 
	 	 	Koosum Kalyan
	 	 	 	 
	 	By:	/s/ Bradley Doig 
	 	 	Bradley Doig
	 	 	 	 
	 	By: 	/s/ Michael Rawlinson
	 	 	Michael Rawlinson


 


	
        and Agreed:

         

        AFRICAN GOLD ACQUISITION 

CORPORATION 
	 
	 	 	 
	 /s/ Christopher Chadwick 	 
	Name: 	Christopher Chadwick 	 
	Title:	Chief Executive Officer 	 


 


[Signature Page to Letter Agreement]