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 Company and the Partner are hereinafter referred to individually as a “Party” and
collectively as the “Parties”).


 


1. CONTRACT DOCUMENTS


 


		1.1.	Overview



 


This Agreement consists of the following documents: 


 


		–	This contract document



		–	Appendix 1: Services



		–	Appendix 2: Remuneration



 


		1.2.	Interpretation - order of priorities



 


If there is a conflict between an appendix and the wording of this contract document, the
appendix shall only take precedence over this contract document if the appendix clearly and unequivocally specifies which clause or
clauses have been amended, replaced or supplemented.


 





		2.	ENGAGEMENT AND SERVICES



 


The Partner hereby engage WH to render the services described in Appendix 1 attached hereto
(the “Services”), and WH hereby accepts the engagement.


 


		3.	DURATION



 


This Agreement shall commence on the date specified in Appendix 1 (the “Effective Date”)
and shall remain in effect until the completion of the Services or the earlier termination of this Agreement as provided in Section 7
below.


 


		4.	REMUNERATION AND EXPENSES



 


In consideration of the Services to be rendered under the Agreement, the Partner shall remunerate
the Company and reimburse the Company’s expenses pursuant to the rates and procedures set forth in Appendix 2.


 


WH reserves the right to suspend any work under this Agreement in case of non-settlement of invoices. WH shall not be held liable for
any loss whatsoever that the Customer may incur as a result of such suspension.


 





		5.	OWNERSHIP RIGHTS



 


The Partner shall obtain ownership of outcome of the Services specifically ordered and paid
for by the Partner, upon full payment of the agreed remuneration, Until full payment has been made, the Company and the Partner
shall retain rights of ownership proportionate to the amount paid.


 



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The Company is allowed to retain copies of the outcome of the Services and any
other material developed or produced by the Company in connection with this Agreement.


 


Methodology, models, materials based on prior experience, templates and similar, including any changes to such during the Services, shall
remain the property of the Company provided that the models and materials consist in protected IP.


 


The Company retains the rights to the general “know-how” associated with the
Services.


 


		6.	RENDERING OF THE SERVICES AND LIABILITY



 


WH undertakes to perform the Services for the benefit of the Partner with due
care and diligence. In rendering the Services, WH shall devote the same degree of care as it usually employs in the conduct of its
own affairs.


 


The Partner shall provide access to such information, property and personnel as
may be reasonably required in order for WH to perform the Services.


 


WH’ liability for the rendering of the Services shall be limited to direct losses and/or damages
due to intentional misconduct or gross negligence of WH. In no event shall WH be liable for incidental or consequential damages.


 


Either Party’s aggregate liability under this Agreement is limited to 25% of the agreed remuneration for the Services.


 


		7.	TERMINATION



 


The Partner has the right to terminate the Agreement if WH is in material
breach of the Agreement and has not remedied the situation within a reasonable time of 60 days after written notification despite
being requested to do so. If the Partner terminate the Agreement in accordance with this paragraph, WH shall be entitled to
remuneration for the parts of work performed and expenses incurred, provided that the result of WH’ work is used or may be used in a
meaningful manner.


 


WH has the right to terminate the Agreement if the Partner is in material
breach of the Agreement and has not remedied the situation within a reasonable time of 60 days despite being requested to do so. In
such cases, WH is entitled to remuneration for work performed – regardless of whether the result of WH’ work is used or may be
used in a meaningful manner, including costs and expenses incurred excluding loss of profit.


 


Either Party is entitled to terminate the Agreement if the other Party goes bankrupt, initiates liquidation proceedings, suspends payments
or otherwise deemed to be insolvent.


 


Either Party may terminate this Agreement with a month’s notice to the other Party. Termination shall be without prejudice to accrued
rights under this Agreement.


 


In the case the Agreement is terminated, the Parties will settle all remaining
accounts within a reasonable time period.


 


		8.	CONFIDENTIALITY






 


The Parties undertake not to unlawfully disclose sensitive information about each other to third parties. Information that has already
been publicly known or is rightfully received from a third party is not considered confidential information. The duty of confidentiality
does not apply when Disclosure required by law, regulation or decision is made pursuant to statutory law.


 


This duty of confidentiality shall remain in force during the period of the Agreement and for two years thereafter, unless otherwise agreed
between the Parties in writing.


 






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	9.	CHANGES TO THE SERVICES AND OTHER AMENDMENTS TO THE AGREEMENT



 


The Parties may agree to changes to the scope of Services or other amendments
to this Agreement or its appendices by mutual consent in writing.


 


	10.	FORCE MAJEURE



 


If the performance of a WH’ obligations is prevented by unforeseen
circumstances beyond the Company’s control, WH shall be free from liability and other consequences and entitled to a time extension.
If the rendering of the Services in such cases is materially prevented for more than three months, WH shall be entitled to terminate
the Agreement without incurring any liability.


 





	11.	MISCELLANEOUS



 





	11.1.	Assignment



 


A Party may not assign or transfer any of its legal, beneficial or other rights, benefits and/or obligations under this Agreement without
the prior written consent of the other Party, such consent not to be unreasonably withheld.


 


	11.2.	Amendment and waiver



 


No amendment to and no waiver of any rights under this Agreement shall be
effective unless made in writing and signed by the Parties hereto.


 





	11.3.	Severability



 


If any of the provisions of this Agreement is found by any competent
authority to be void or unenforceable, it shall be deemed to be deleted from this Agreement, and the remaining provisions of this
Agreement shall remain in force and effect. Notwithstanding the foregoing, the Parties shall negotiate in good faith in order to
agree the terms of a mutually satisfactory provision to be substituted for the provision so found to be void or unenforceable.


 





	11.4.	 Language



 


This contract has been executed in English.


 





	11.4.	Governing law and dispute resolution


 


This Agreement shall be governed by and construed in accordance with Norwegian Law. Should any dispute arise between the Parties hereto
with regard to the interpretation, rights, obligations and/or implementation of any one or more of the provisions of this Agreement, the
Parties shall in the first instance attempt to resolve such dispute by amicable negotiation between the primary contact persons, or other
persons that the Parties shall nominate for this purpose,


 


Should such negotiations fail to achieve a resolution within forty-five (45) days, either Party may declare a dispute by written notification
to the other, whereupon such dispute shall be referred to arbitration under the following terms:


 


		a)	such arbitration shall be resolved under provisions of the Norwegian Arbitration Act (and as amended
                                                                                  from time to time),



 


	 	b)	the tribunal shall consist of one arbitrator to be agreed upon between the parties failing which
    such arbitrator shall be appointed by the Chairman for the time being of the Chartered Institute of Arbitrators (Norwegian Chapter)
    upon the application of any party,



 





	 	c)	the place and seat of arbitration shall be the Board of Arbitration of Norway and the language of arbitration shall be English; unless
the parties mutually agree to choose other place to reduce cost for both parties,



 





	 	d)	The award of the arbitration tribunal shall be final and binding upon the parties to the extent
    permitted by law and any party may apply to a court of competent jurisdiction for enforcement of such award. The award of the
    arbitration tribunal may take the form of an order to pay an amount or to perform or to prohibit certain activities, and



 






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	 	e)	notwithstanding the above provisions of this clause, either party is entitled to seek preliminary injunctive relief or interim or conservatory
measures from any court of competent jurisdiction pending the final decision or award of the arbitrator.



 


***


 


This Agreement has been executed in two counterparts, of which the Parties keep one each.


 





	 	For and on behalf of 

                         Willing Hands AS
	 
	 	 	 
	Signature: 	/s/ Ari M Mathiesen	 
	Name:	Ari M Mathiesen	 
	Title:	Chief Executive Officer	 
	 	 	 
	 	For and on behalf of

      African Agriculture, Inc.
	 
	 	 	 
	Signature: 	/s/ Alan Kessler	 
	Name:	Alan Kessler	 
	Title:	Chairman & Chief Executive Officer	 



 






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Appendix 1 - Services and Project Plan


 


Part 1: Terms of Reference - Senegal Aquaculture Project


 


Proposed Feasibility Study and Business Plan/Proposal


 


1. Introduction: 


 


AFRICAN Agriculture, Inc. (AA)
and Willing Hands AS (WH) have signed a memorandum of understanding (MoU) to develop a commercial fish farming and capture
fisheries project (the “Project”) at suitable water bodies or other suitable sites in Senegal. Under the MoU, WH will
provide business and technology information from Norway; technology and knowledge transfer; training of the project sponsors; and
arrange for partial funding of the Project from the private sector. AA’s role will be to jointly finance the initial process
with WH to create an investment decision foundation, this involves the review of project documentation that will contribute to the
enhancement and/or development of a financial model and information memorandum, with specific identification of financing
requirements, capital structure, credit enhancements and necessary risk reduction strategies. AA will also facilitate the link
between the Project and financial institutions with the aim of leveraging additional funding, if needed.


 


2. Objectives of the ToR


 


The overall objective of the
Terms of Reference (ToR) is to engage a consultant (WH) to develop technical and financial feasibility study for the proposed
commercial fish farming project in Senegal. The feasibility study will cover several issues (discussed under Scope of Work) to
determine whether the project is feasible. Furthermore, WH will be required to, based on the findings of the study, produce detailed
design works of the hatchery, the fish farm and the processing plant with bills of quantities, and a financial model with
sensitivity. All of the above will be comprise part of the final business plan/proposal. The business plan/proposal will recommend
the best structure(s) and most viable option(s) for project take-off.


 


3. Scope of Work


 


The scope of work will include among other things:


 


a. National scoping


 


		●	Review of national/ sub-national priorities for aquaculture
and fisheries



 





	 	●	Identification of relevant stakeholders for consultation



 





	 	●	Google-earth marking of the aquaculture site



 





	 	●	Review of aquaculture and capture fisheries species and systems



 


	 	●	Review of general issues and opportunities of aquaculture



 


b. Investigation of the
proposed site


 


The study will assess the
situation of the site and the surrounding areas with regards to a) the needed infrastructure like access to electricity, roads, fish
landing, shipping, processing facilities, and accommodation for training; b) buyers, both industries and people who purchase fish
farm products; and c) suppliers whose product and inputs are needed by the fish farm such as hatcheries with ready to purchase
fingerlings. The main activities undertaken will include:


 


	 	●	Evaluation of the biophysical attributes of the proposed site. These include:






 


		Ø	Topography of the site



 





	 	Ø	Bathymetry of the water body at site



 






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	 	Ø	Water quantity



 


	 	Ø	Water quality (temperature, alkalinity, dissolved oxygen, hardness, salinity, ammonia, PH, turbidity
    and water current/flow)



 





	 	●	Comparison of the proposed site attributes with the needs of cultured organisms and proper
    functioning of an aquaculture farm
	 	 	 
	 	●	Biosecurity consideration upon which allowable fish and farm density will be based
	 	 	 
	 	●	Identification of the required distance between farm sites
	 	 	 
	 	●	Identification of the distance between farm sites and other activities
	 	 	 
	 	●	Identification of the presence of critical infrastructure (i.e., roads, power facilities, feed mills,
    processing facilities, fish landing, shipping, input and output markets)
	 	 	 
	 	●	Identification of issues and risks associated with the proposed site (i.e., climactic (flood, low
    water), water contamination, waste management, electricity supply, personal and physical security, etc.)
	 	 	 
	 	●	Identification of the existence of any indigenous/artisanal fishing community rights
	 	 	 
	 	●	Evaluation of adjacent industries and housing
	 	 	 
	 	●	Evaluation of logistics
	 	 	 
	 	●	Evaluation of supporting industries



 


 c. Aquaculture production
process




 


		●	Choice of species based on the site analysis
	 	 	 
	 	●	Review of quality fingerlings and seed availability at competitive prices
	 	 	 
	 	●	Review trade-off between producing and purchasing fingerlings
	 	 	 
	 	●	Review of the production cycle (i.e., growing seasons)
	 	 	 
	 	●	Review of the upstream production process (i.e. ease of obtaining feed supply locally, quality of
    feeds available, and cost of feed)
	 	 	 
	 	●	Review of the downstream production process (i.e., post-harvest aspects). These include:



 


	 	Ø	Review of potential buyers of the product(s) (analysis of the local market, regional market and international market)
	 	 	 









	 	Ø	Review of capacity of the buyers which will inform the production capacity
	 	 	 
	 	Ø	Review of the market requirements (i.e., live, iced, frozen, whole, headed and gutted or fillet)
	 	 	 
	 	Ø	Review of seasonal prices for each product form
	 	 	 
	 	Ø	Review of seasonal demand for each product form
	 	 	 
	 	Ø	Review of market options for excess production and undersized product
	 	 	 
	 	Ø	Review of the possibility of using any of the waste products resulting from the entire production cycle



 





	 	●	Evaluation of the value-chain



 






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d. Legal factors


 





	 	●	Identification of the relevant applicable local laws (i.e., aquaculture law, water laws, sanitary
  laws and user rights law)
	 	 	 
	 	●	Identification of the regulations on aquaculture zoning and site selection in water bodies considered “common property”
	 	 	 
	 	●	Identification of the process of granting of tenure rights and aquaculture licenses
	 	 	 
	 	●	Identification of any relevant site licensing regulations and processes
	 	 	 
	 	●	Identification of any requirements to obtain licenses to operate a hatchery, fish farm, processing
  plant and feed mill in the proposed site
	 	 	 
	 	●	Identification of the timelines for attaining the legal permits
	 	 	 
	 	●	Identification of any competition requirements



 


e. Conceptual Planning


 


Engage quantity surveyors, civil
engineers, architects, and land surveyors, to evaluate the viability of installing the hatcheries, fish farm, fish processing
factory, and production facilities for fish oils and/or fish meal and other processes fish products. The conceptual planning will
determine what kind of buildings to include and where they should be located on the land provided by AA. The main activities
undertaken will include: 


 


		i.	Structural planning analysis of the proposed facilities



		ii.	Design and layout of the hatchery, fish farm, and processing factory



		iii.	Altitude - land elevation of the water bodies and surrounding
areas



 


f. Technical Feasibility


 


Work with aquaculture consultants and technicians for aquaculture technology to assess the types of hatcheries and aquaculture cages that
should be installed (size, number, capacity, material). The technical feasibility will further cover aspects surrounding the mooring system,
net system, need for impregnation due to algae growth on the nets, and hydraulic crane systems for operations, net-cleaning, feed systems,
harvesting systems, etc. The main activities undertaken will include:


 


		i.	Evaluation of technical adaptation



		ii.	Evaluation of equipment



		iii.	Evaluation of suppliers of equipment and technology both locally
and at regional level



		iv.	Analysis of water quantity to determine any limitations towards
aquaculture and scaling of biomass



		v.	All of the above will give indications to what technical setup relevant and necessary



		vi.	Identifying certified labs to be examined and evaluated



 


The results of the water quality assessment of
neighbouring water will indicate whether the water quality is suitable y for fish farming (i.e., all of the requisite parameters are within
acceptable and recommended ranges). This assessment will also determine the type and quantity of phytoplankton and zooplankton species
that are good natural food prey items for tilapia. c.


 


g. Project Costing


 


Clear and detailed estimates
of the total cost to establish the project considering the various options (including the recommended option) that will be put
forward based on the analyses above. This will include the following costs: 


 





	 	●	Detailed costs of the primary aquaculture technology (hatcheries and production facilities, storage facilities etc.)
	 	 	 
	 	●	Detailed costs of supporting aquaculture technology (mooring system, net system, hydraulic crane systems for operations,
  net-cleaning, feed systems, harvesting system etc.)



 






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	 	● 	Detailed costs of other capital expenditure (Capex) items (e.g., trucks, diesel generators, weighbridges etc.) as required by the project
	 	 	 
	 	●	Detailed costs of targeted species and the investment required for working capital
	 	 	 
	 	●	Estimated costs of infrastructure (i.e., access to electricity, roads etc.) that will be required
  for commercial fish farming project. Final detailed costs to be obtained by local partner,
	 	 	 
	 	●	Detailed costs of all relevant operating expenditures for the project, including personnel



 


At the end of the engagement,
Willing Hands shall be expected to submit the following:


 


		a)	A detailed feasibility study outlining the technical and financial viability of the project.
	 	 	 
		b)	A bankable business plan/proposal based on the feasibility study containing recommendations of the
                                                                                 best option to implement the project, financial projections and profitability analysis, and an implementation plan including the
                                                                                 investment and return expected from the project over time.
	 	 	 
		c)	Any additional data, information, or documentation required by the third-party consultant/firm conducting the Environmental and Social
Impact Statement (EISA).



 






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Appendix 2 - Remuneration


 


1. REMUNERATION


 


1.1. Consideration 


 


Consideration for the Services has been agreed as follows:


 


1.1.1. Fixed price


 





	 	 	Currency	 	Amount	 	 
	Technical Feasibility	 	USD	 	40,000	 	Excl. VAT
	Business Plan	 	USD	 	30,000	 	Excl. VAT
	Project Management	 	USD	 	20,000	 	Excl. VAT
	Travels	 	USD	 	10,000	 	Excl. VAT
	Grand total	 	USD	 	100,000	 	Excl. VAT



 


1.1.2. Rates for travel and subsistence
costs


 


Travel and subsistence costs occurred
in connection with the Company’s fulfilment of its obligations under this Agreements shall covered by the contract amount. Local
transport and rent of boats, etc. are the responsibility of the Partner. Please note the process and payment for Environmental and Social
Impacts Assessment (EISA) must be conducted by a local government approved external consultant and IS NOT included in this
contract. However, the Company will provide the EISA consultant with any relevant data, information, and documentation available.


 


2. INVOICING


 


The Customer shall within 7 business
days after receipt of an invoice, pay the amount due to the Company to the following Norwegian bank account: 


 


Account Name: Willing Hands AS


 


Account number: 6325 04 41136


 


N05963250441136


 


IBAN number Paper format: NOS9 6325 0441 136


 


SWIFT: NDEANOKK


 


Bank Name: Nordea Bank AB (publ), filial i Norge


 


Adresse: Essendrops gate 7, Postboks 1166 Sentrum, N-0107 Oslo, NORWAY


 


Phone: +47 22 48 50 00


 


Org.nr: 983 258 344


 






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