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 the “Parties”.


 


RECITALS


 


WHEREAS, the Parties entered
into an employment agreement, dated as of July 11, 2021, providing for the employment of Executive by the Company (the “Prior
Agreement”);


 


WHEREAS, it is reasonably
anticipated that the Company will consummate a transaction whereby the Company, directly or indirectly, will become a publicly traded
entity listed on the Nasdaq Capital Market or other similar public market pursuant to an effective registration statement under the Securities
Act filed with the Securities and Exchange Commission (a “IPO”); and


 


WHEREAS, the Parties desire
to amend and restate the Prior Agreement in its entirety on the terms and subject to the conditions contained herein, effective as of
the Effective Date.


 


NOW, THEREFORE, it is agreed:


 


1. Term
of Employment. Subject to earlier termination as provided herein, the Company hereby agrees to employ the Executive, and Executive
hereby accepts such employment and agrees to remain in the employ of the Company for the period commencing on the Effective Date and ending
on the second anniversary of the Effective Date (the “Term”). The Term shall be extended automatically for up to two
consecutive two year periods. The last automatic annual renewal shall expire on the day immediately preceding the sixth anniversary of
the Effective Date. If either Party gives the other a written notice of non-renewal stating his or its intention not to permit the automatic
renewal to take effect, then the employment Term shall not automatically renew as provided above. To be effective, a notice of non-renewal
must be given not later than the 60th day prior to the applicable anniversary of the Effective Date.


 


2. Duties
of the Executive. Executive shall be the Chief Financial Officer of the Company and shall report directly to the Chief Executive Officer
and the Company’s Board of Directors. Subject to the terms hereof, Executive shall use commercially reasonable efforts to perform
such duties as assigned to Executive in good faith by the Board of Directors (the “Board”) in connection with the Executive’s
duties to oversee and scope of responsibilities as mutually defined, but initially to incorporate providing management, capital markets,
business strategy, monitoring, and financial advisory services, and all business development to the Company, and such other services consistent
with Executive’s position. Notwithstanding the above, the Company recognizes that Executive engages in other ancillary and certain
unrelated business activities which Executive shall be permitted to continue.


 






     


     


    

 


3. Compensation.


 


(a) Base
Salary. The Company shall pay Executive an annual base salary of $240,000 per annum (or a fraction thereof for portions of a year),
subject to salary increases at the discretion of the majority shareholder of the Company (the “Majority Shareholder”),
Chief Executive Officer and the Board. Executive’s salary shall be subject to all appropriate federal, state and municipal withholding
taxes and other payroll deductions required by law or authorized by Executive and shall be payable in accordance with the normal payroll
procedures of the Company.


 


(b) Discretionary
Annual Bonus. In addition to Executive’s base salary set forth in Section 3(a), with respect to each fiscal year
end during the Term (or a fraction thereof for portions of a year during the Term), the Executive shall be eligible to receive an incentive
bonus at the discretion of the Majority Shareholder, Chief Executive Officer and the Board (the “Annual Bonus”). Any
such Annual Bonus shall be subject to all appropriate withholding taxes and payroll deductions and shall be paid within 60 days after
the end of the last fiscal quarter to which such Annual Bonus relates whether or not employee is then employed or not at the time of payment,
provided Executive was employed in good standing on the last day of the applicable fiscal year.


 


(c) Equity
Compensation. In connection with an IPO, the Company intends to grant Executive restricted stock equal to one percent (1%) of the
common stock of the Company, determined on a fully diluted basis at the time of the IPO (or such Successor) (“Common Stock”),
pursuant to the Company’s equity incentive plan (the “Incentive Plan”). The restricted stock will be subject
to the terms and conditions of the Incentive Plan and the applicable award agreement.


 


(d) Initial
Bonus Pool. In the event the Company (or any successor thereto in connection with a reverse-merger or other corporate transaction
following the Effective Date, (a “Successor”)) achieves a market capitalization of at least $2.5 billion during any
30-day period following the Effective Date (the “Initial Bonus Pool Hurdle”), the Company will fund an initial bonus
pool with $25 million (the “Initial Bonus Pool”) within 30 days of the date of the achievement of the Initial Bonus
Pool Hurdle. The Majority Shareholder will determine, in consultation with Chief Executive Officer, those employees and service providers
of the Company and Chief Executive Officer to be allocated a portion of the Initial Bonus Pool and the amount of such award (collectively,
the “Initial Bonuses”). Subject to a grantee’s continuous engagement through the applicable payment date, any
Initial Bonuses that become payable pursuant to this Section 3(d) shall be paid to such grantee within 30 days of the date on which
the Initial Bonus Pool is funded.


 


(e) Additional
Bonus Pool. In the event the Company (or any Successor) achieves and sustains a market capitalization of at least $5.0 billion during
any 60-day period following the Effective Date (the “Additional Bonus Pool Hurdle”), the Company will fund an additional
bonus pool with an additional $50 million (the “Additional Bonus Pool”) within 30 days of the date of the achievement
of the Additional Bonus Pool Hurdle. The Majority Shareholder will determine, in consultation with Chief Executive Officer, those employees
and service providers of the Company and Chief Executive Officer to be allocated a portion of the Additional Bonus Pool and the amount
of such award (collectively, the “Additional Bonuses”). Subject to a grantee’s continuous engagement through
the applicable payment date, any Additional Bonuses that become payable pursuant to this Section 3(e) shall be paid to such grantee
within 30 days of the date on which the Additional Bonus Pool is funded.


 






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4. Executive
Benefits, Vacation and Perquisites. During the Term, and after completion of any generally applicable waiting periods or eligibility
periods, the Executive shall be eligible to participate in all welfare and retirement benefit plans and programs, if, as and when adopted
by the Company, and perquisites, made available to senior executives of the Company.


 


5. Reimbursement
of Expenses. The Company shall reimburse the Executive, upon presentation of receipts or other adequate documentation in accordance
with Company policy, for all necessary and reasonable business expenses incurred by the Executive consistent with Company policy, in the
course of rendering services to the Company during Executive’s period of employment hereunder.


 


6. Termination.
Either the Company or Executive may terminate Executive’s employment at any time upon notice of such termination (except Executive’s
death) to the other Party upon the occurrence of any one of the following events:


 


(a) Death
or Disability. For the purpose of this Agreement, the “Disability” of the Executive shall mean Executive’s
inability to perform his material duties for a period of not less than 90 consecutive or 135 non-consecutive calendar days in any 24-month
period because of physical or mental incapacities. Executive authorizes any treating physician to consult with the Company and any physician
or mental health professional engaged by the Company to determine whether Executive is disabled for purposes of this paragraph. Executive
represents that he presently has no condition that if it continues for the requisite period would be deemed to be a Disability for this
Section 6(a).


 


(b) Termination
for Cause. The following events, for purposes of this Agreement, shall constitute “Cause” for termination of Executive’s
employment by the Company:


 


(i) The
criminal conviction or plea of guilty or nolo contendere to a felony of any kind or any other crime involving securities fraud or theft;


 


(ii) The
willful breach of Executive’s duties specified in this Agreement;


 


(iii) Executive’s
material misconduct with regard to the Company, including, but not limited to, his willful failure to comply with Company written reasonable
rules and policies, or his gross neglect or dereliction of duty;


 


(iv) Executive’s
failure to attempt to follow in good faith a reasonable lawful direction of the Board or any committee established by the Board which
directs Executive to follow its direction;


 


(v) Any
criminal conviction or plea of guilty or nolo contendere to an act of sexual harassment or other discriminatory or unlawful activity by
Executive affecting an employee or class of employees of the Company;


 






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(vi) Any
unauthorized conduct, whether dishonest, fraudulent or otherwise that materially discredits the Company or is materially detrimental to
the reputation of the Company, and is so adjudged by a Court of competent jurisdiction, and either not appealed or upheld in appeal to
the highest Court having jurisdiction;


 


(vii) Any
breach of any of Executive’s obligations under Section 8 below (including, without limitation, Executive’s covenant
to maintain the confidentiality of Proprietary Information as set forth in the Proprietary Information and Intellectual Property Agreement
and in Section 8(a) hereof).


 


(viii) Any
criminal conviction or plea of guilty or nolo contendere to a violation of the Foreign Corrupt Practices ACT of 1997.


 


If the Company terminates
the Executive’s employment for any of the reasons set forth above, the Company shall have no further obligations hereunder from
and after the effective date of termination and shall have all other rights and remedies available under this Agreement or any other agreement,
at law or in equity or otherwise. Notwithstanding the foregoing, in the event that the Company determines to terminate Executive’s
employment for Cause, if the applicable conduct purporting to constitute Cause is curable, such termination shall only become effective
and shall only constitute a termination by the Company for Cause if the Company has first provided Executive with prior written notice
detailing the conduct or failure constituting such Cause, and a 30-day period to cure the same. If such conduct or failure is cured prior
to the expiration of the 30-day cure period, Cause for termination shall not be deemed to have occurred or to exist.


 


(c) Termination
by the Executive or Company with Notice. The Executive may, subject to Section 8 below, terminate his employment hereunder
without liability to the Company arising from the resignation of the Executive upon not less than 60 days’ prior notice to
the Company, provided that upon receipt of such notice, the Company may terminate Executive’s employment at any time during the
60-day notice period without liability to pay Executive any amount other than the Accrued Obligations through the termination date. The
Company may terminate Executive’s employment at any time during such notice period without liability to the Executive. The Company
may terminate Executive’s employment without “Cause” upon not less than 60 days’ prior notice to Executive. Subject
to any cure rights (as described in Section 6(b)), the Company may terminate Executive’s employment at any time for Cause
immediately upon giving such notice or at such other time thereafter as the Company may designate.


 


7. Compensation
Upon Termination.


 


(a) General.
Unless otherwise provided for herein, upon the termination of Executive’s employment under this Agreement for any reason, Executive
shall be entitled to (collectively, “Accrued Obligations”): (i) the Executive’s earned but unpaid base salary
through the effective date of termination; (ii) any bonus, including incentive bonus, earned for the prior or current year of termination
remaining unpaid on the effective date of termination, which shall be payable when such bonus is paid to other senior executives of the
Company; and (iii) any authorized but unreimbursed business expenses accrued through the date of termination. Except as otherwise
set forth in Section 7(a)(ii), Executive’s Accrued Obligations shall be payable within 30 days of Executive’s effective date
of termination. In the event of Executive’s termination due to death or Disability, Executive will only be entitled to the Accrued
Obligations. If the Executive’s employment hereunder terminates because of his death, all amounts payable hereunder through his
date of death shall be paid to his administrators, personal representatives, heirs and legatees, as may be appropriate.


 






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(b) Termination
for Cause or Executive’s Resignation. If the Company terminates Executive’s employment for Cause or Executive terminates
his employment without Good Reason, Executive shall only be entitled to receive his Accrued Obligations, provided, however,
Executive will not be entitled to payment of any bonus as described in Section 7(a)(ii).


 


(c) Termination
without Cause or Resignation for Good Reason. In the event that Executive is terminated by the Company without Cause or resigns for
Good Reason (defined below), Executive shall be entitled to receive severance, in addition to the Accrued Obligations, subject to the
Executive’s execution and delivery (and non-revocation) of a general release of all claims in substantially the form attached hereto
as Exhibit A within 60 days following such termination, which shall include (i) 12 months of base salary, payable in periodic installments
on the Company’s regular payroll dates, beginning with the next payroll date immediately following the expiration of the 60th day
following the effective date of termination (which first payment shall include any payments of base salary that should have been made
during such 60-day period but for the 60-day release consideration period); and (ii) if Executive is currently enrolled (and continues
to be enrolled through the effective date of termination) in the Company’s group health insurance plan and Executive timely elects
COBRA continuation coverage, the Company will pay directly to the insurance provider the employer portion of the applicable COBRA premium
costs for the same coverage that Executive had in effect as of the effective date of termination for Executive and any eligible dependents
for 12 months following the effective date of termination; provided that Executive will continue to be responsible for the remaining balance
of the monthly COBRA premium costs (and all premium costs after such date), including any increases in such premium costs as applicable
to the Company’s employees from time to time.


 


(d) For
purposes of this Agreement, “Good Reason” means a termination by executive of Executive’s employment hereunder
if (i) any of the following events occur without Executive’s consent, (ii) within 60 days after the occurrence of such event, Executive
notifies the Company in writing that such event has occurred describing such event in reasonable detail and demanding cure, (iii) such
event is not cured within 30 days after Executive so notifies the Company, and (iv) Executive has terminated Executive’s employment
or service within 30 days after the end of the cure period: (a) any relocation of Executive’s principal place of employment to a
location that is more than 25 miles from Executive’s current principal place of employment; (b) material breach by the Company of
any provision, agreement or representation contained in this Agreement; (c) a material reduction in the rate of base salary, other than
in connection with an across the board reduction of the base salaries of senior executives of the Company; or (d) a material diminution
caused by the Company of Executive’s duties, including change in reporting obligation or the assignment to Executive of Executive’s
duties, inconsistent with the authority or responsibility associated with Executive’s position as Chief Financial Officer.


 






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8. Noncompetition;
Non-solicitation; Proprietary Information and Intellectual Property.


 


(a) As of the Effective Date,
Executive entered into a Proprietary Information and Intellectual Property Agreement1 in the form attached hereto as Exhibit
B and shall perform fully his obligations thereunder.


 


(b) Executive
acknowledges that he has and will acquire Proprietary Information (as defined in the Proprietary Information and Intellectual Property
Agreement) during his employment with the Company, that, pursuant to the performance of his employment duties he will have access to the
Company’s customers and prospective customers which, if solicited for business by Executive following any termination of his employment,
could cause substantial and irreparable economic harm to the Company. Accordingly, during the Term and for one year thereafter,
the Executive shall not in the United States or any other locale where the Company conducts business (the “Territory”),
directly or indirectly, either alone or in partnership or jointly or in conjunction with any person or persons, firm, association, syndicate,
company or corporation as principal, agent, employee, partner, member, director, shareholder or in any other manner whatsoever: (i) carry
on or be engaged in an agricultural business similar to that conducted by the Company (the “Business”) or any other
agricultural business which is in competition with the Business as existing on the date of Executive’s termination of employment;
or (ii) solicit agricultural business from, or sell any agricultural products to, any of the Company’s customers in the Territory
or any other person, firm or corporation in the Territory to whom the Company has sold products or services within one year preceding
the date of such termination, or to any prospective customers who have been contacted by the Company at any time during the one year prior
to such termination, where such solicitation or sale would involve the sale of agricultural products or services competitive with the
Business.


 


(c) Executive
agrees that neither he, nor any person or entity with which he is engaged, affiliated or employed, will directly or indirectly employ
or seek to employ or engage in any other capacity, directly or indirectly, any person employed by the Company or by any customer or supplier
of the Company, or by any strategic partner of the Company on such termination date, or otherwise encourage or entice any such person
to terminate such employment with the Company during the Term and for a period of one year thereafter. For this purpose, a “person
employed by the Company” shall mean individuals and entities employed as employees, and consultants or experts engaged by the Company
and the individuals providing the consultants or experts services to the Company. The restriction in this paragraph applicable during
any post-employment period shall only apply to persons employed by the Company on the date of termination or during the 24-month period
prior thereto.


 


9. Equitable
Relief. The Executive acknowledges that the services to be rendered by Executive are of a special, unique, unusual, extraordinary,
and intellectual character, which gives them a peculiar value, and the loss of which cannot reasonably or adequately be compensated in
damages in an action at law. A breach by Executive of any of the provisions contained in this Agreement will cause the Company irreparable
injury and damage. The Executive further acknowledges that he possesses unique skills, knowledge and ability and that competition by Executive
in violation of this Agreement, unauthorized disclosure of confidential information, or a breach of the non-solicitation provision of
Section 8, or any other breach or threatened breach of the provisions of this Agreement would be extremely detrimental to the Company.
The Executive agrees that the Company shall be entitled to seek, in addition to any other remedies it may have under this Agreement or
otherwise, to injunctive and other equitable relief to prevent or curtail any breach or threatened breach of Section 8 of
this Agreement or the agreements referenced in Section 8(a) by Executive. Company warrants that it will provide reasonable and
customary Directors and Officers insurance coverage for Executive.


 


 






	1	Note to Draft: This
was not executed at the time of the prior agreement; client will need to execute in connection with this agreement.





 






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10. Release.
In consideration of the terms of this Agreement, Executive hereby voluntarily, knowingly and irrevocably: (i) acknowledges that the obligations
hereunder represent the full payment to which Executive may be entitled pursuant to the Prior Agreement; (ii) waives any and all other
rights and claims that Executive had, has or may have arising out of or relating to the Prior Agreement; and (iii) releases and discharges
the Company and its affiliates and its and their respective present and former officers, directors, employees and agents, attorneys, members,
owners and shareholders from any and all actions, agreements, claims, damages, expenses (including attorney’s fees and costs), judgments,
liabilities, obligations or suits of any kind whatsoever, in law, equity or otherwise, arising out of or related to the Prior Agreement
or this Agreement.


 


11. Assignment.
This Agreement is personal to the Executive. Neither this Agreement nor its benefits may be assigned in any way by the Executive. This
Agreement shall be binding upon the Company and the Executive, their respective heirs, executors, administrators or successors in interest.


 


12. Severability
and Reformation. If one or more parts of this Agreement are declared by any court or governmental authority to be unlawful, unenforceable
as written or invalid, such declaration shall not invalidate any part of this Agreement not declared to be unlawful, unenforceable or
invalid. Any part so declared to be unlawful or invalid shall, if possible, be construed in a manner that will give effect to the terms
of such part to the fullest extent possible while remaining lawful and valid.


 


13. Waiver.
Any waiver by any Party of any breach of any kind or character whatsoever by any other Party, whether such waiver be direct or implied,
shall not be construed as a continuing or succeeding waiver of, or consent to, any subsequent breach of any provision of this Agreement.


 


14. Integrated
Agreement. This Agreement and its attachments constitute the entire Agreement between the Parties hereto with regard to the subject
matter hereof, and thereof. There are no agreements, understandings, restrictions, inducements, warranties or representations relating
to said subject matters between the Parties other than those set forth herein and therein. This Agreement may be amended or superseded
only in a writing executed by both Parties. Waivers must be in writing to be effective.


 






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15. Notices.
All notices and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been
duly given if delivered personally or on the next business day if sent by a nationally recognized overnight delivery service, or by express
mail to the Parties at addresses set forth above or at such other addresses as shall be specified by the Parties by like notice:


 


If to the Company:


 


Alan Kessler


445 Park Avenue, 9th
Floor


New York, New York 10022


 


with a copy to:


Anthony Saur, Esq.


Morrison Cohen LLP


909 Third Ave, 26th
Floor


New York, New York 10022


 


If to the Executive:


 


Harry Green


172 Brewster Road


Scarsdale, New York
10583


 


Notice so given shall be deemed
to be given and received on the date of delivery to such address(es). Counsel for a Party may give notices on behalf of a Party.


 


16. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws, of the State of New York applicable to agreements
executed and to be fully performed in such state. Choice of law rules that might apply the law of any other jurisdiction shall not apply.


 


17. Arbitration.
Subject to Section 9 above, any dispute, claim or controversy which arises at any time concerning this Agreement shall be submitted
to final and binding arbitration before three arbitrators pursuant to the then effective rules of the American Arbitration Association,
venued in the City of New York, State of New York; and any award rendered resolving such dispute may be enforced by any court. Pre-hearing
discovery shall be subject to the discretion of the arbitrators appointed to hear a particular claim. Subject to the remaining provisions
of this Section 17, each disputing Party shall share equally all of the administrative costs of any arbitration, the fees and expenses
of the American Arbitration Association, including, without limitation, any advances or deposits required. Executive shall be the “Non-Prevailing
Party” in any proceeding hereunder unless the arbitrators award the Executive more than one-half of all of the amounts in dispute
and resolves all non-monetary disputes in favor of the Executive (in which event, the Company shall be deemed to be the Non-Prevailing
Party). The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, any administrative fees arising
in connection therewith, and the expenses, including without limitation, attorneys’ fees and costs, reasonably incurred by the other
Party to the arbitration.


 






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18. Section
409A.


 


(a) General.
The Parties intend that any amounts payable or benefits provided hereunder comply with or are exempt from Section 409A of the Internal
Revenue Code of 1986, as amended (“Section 409A”). For purposes of Section 409A, each of the payments that may be made
under this Agreement shall be deemed to be a separate payment. With respect to the timing of any payments made pursuant to this Agreement,
in any case where the first and last days of a time period during which a payment is due to Executive are in two separate taxable years,
any such payment required to be made to Executive that is treated as deferred compensation for purposes of Section 409A shall be made
in the later taxable year. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition
of additional taxes, penalties or interest under Section 409A. The Parties agree to negotiate in good faith to make amendments to this
Agreement, as the Parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section
409A.


 


(b) Six-Month
Delay in Certain Circumstances. Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that would constitute
non-exempt “deferred compensation” for purposes of Section 409A (“Non-Exempt Deferred Compensation”) would
otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service during a period in which
he is a “specified employee” (as defined in Section 409A), then: (i) the amount of such Non-Exempt Deferred Compensation that
would otherwise be payable during the six-month period immediately following Executive’s separation from service will be accumulated
through and paid or provided, without interest, on the first day of the seventh month following Executive’s separation from service
(or, if Executive dies during such period, within 30 days after Executive’s death) (in either case, the “Required Delay
Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the
end of the Required Delay Period.


 


19. Survival.
All obligations of either Party which by their terms do not require performance until after termination of Executive’s employment
hereunder, shall survive such termination.


 


20. Counterparts.
This Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same
Agreement.


 




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IN WITNESS WHEREOF,
the Parties hereto have executed this Employment Agreement as of the date first written above.


 


	 	AFRICAN AGRICULTURE, INC.
	 	 	 
	 	By:	/s/ Alan Kessler
	 	Name: 	Alan Kessler
	 	Title:	Chief Executive Officer
	 	 	 
	 	EXECUTIVE:
	 	 
	 	/s/ Harry Green
	 	Harry Green



 


[Signature Page to Amended and
Restated Employment Agreement]


 




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EXHIBIT A
to employment agreement


 


GENERAL RELEASE


 


This GENERAL RELEASE
(“Release”) dated as of ________________, is given by Harry Green (“Executive”) to African Agriculture,
Inc., a Delaware corporation (“Company”).


 


WHEREAS, the Company
and the Executive previously entered into an Employment Agreement dated as of _________________________ under which Executive was employed
to serve as the Company’s Chief Financial Officer;


 


WHEREAS, the Executive’s
employment with the Company (has been) (will be) terminated effective __________________; and


 


WHEREAS, pursuant to
Section 7(c) of the Employment Agreement, Executive is entitled to certain compensation and benefits upon such termination, contingent
upon the execution of this Release.


 


NOW, THEREFORE, in
consideration of the premises and mutual agreements contained herein and in the Employment Agreement, the Company and Executive agree
as follows:


 


1. Executive,
on his own behalf and on behalf of his heirs, estate and beneficiaries, does hereby release the Company (and any of its affiliates), and
each past or present officer, director, agent, employee, shareholder, and insurer of any such entities, from any and all claims made,
to be made, or which might have been made of whatever nature, whether known or unknown, from the beginning of time, including those that
arose as a consequence of his employment by Company, or arising out of the severance of such employment relationship, or arising out of
any act committed or omitted during or after the existence of such employment relationship, all up through and including the date on which
this Release is executed, including, but not limited to, those which were, could have been or could be the subject of an administrative
or judicial proceeding filed by Executive or on his behalf under federal, state or local law, whether by statute, regulation, in contract
or tort, and including, but not limited to, every claim for front pay, back pay, wages, bonus, fringe benefit, any form of discrimination
(including but not limited to, every claim of race, color, sex, religion, national origin, disability or age discrimination), wrongful
termination, emotional distress, pain and suffering, breach of contract, compensatory or punitive damages, interest, attorney’s
fees, reinstatement or reemployment. Executive relinquishes any right to future employment by Company and Company shall have the right
to refuse to re-employ Executive without liability.


 


2. This
Release extends to all claims based upon any fact or matter occurring prior to Executive’s execution of this Agreement, whether
known or unknown, and whether contingent or determined including, but not limited to, all claims under common law, statute, regulation,
or ordinance, and including, but not limited to, all claims under the Americans with Disabilities Act, Title VII of the Civil Rights Act
of 1964, the Age Discrimination in Employment Act, New York Labor Law, New York Human Rights Law, New York City Administrative Code, the
Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, and all claims for negligence, breach of contract,
wrongful or retaliatory discharge, defamation and intentional infliction of emotional distress.


 






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3. Notwithstanding
the foregoing, nothing in this Agreement releases the Company or any other person from (or any claims Executive has or may have relating
to or arising from), in each case as applicable, (i) its obligation to indemnify and hold harmless Executive for any expense, liability
and loss of Executive by reason of being or having been a director or officer of any Company entity, consistent with the bylaws of the
respective Company entities, any D&O policy or as otherwise provided by applicable law; or (ii) its obligations under this Agreement,
under any Section 401(k) plan; or under COBRA, and/or (iii) its obligations regarding any other vested benefits or bonuses under the Agreement,
the benefit plans of the Company and/or any other Company entity. Nothing herein shall be deemed to release by Executive of any claim
that, under applicable law, is not subject to release by private agreement.


 


4. This
Release does not, and shall not be construed to, release or limit the scope of any existing obligation of Company to Executive and his
eligible, participating dependents or beneficiaries under any existing benefit or retirement plan of the Company in which Executive or
such dependents are participants.


 


5. Executive
acknowledges and agrees that:


 


(a) he
has read and understands this Release in its entirety;


 


(b) the
payments and other benefits provided to his for executing this Release exceed the nature and scope of that to which he would otherwise
have been entitled to receive from the Company;


 


(c) he
has been advised in writing to consult with an attorney about this Release before signing it and has had ample opportunity to do so;


 


(d) he
has been given 21 days to consider this Release before signing it;


 


(e) he
has the right to revoke this Release in full within seven calendar days of signing it by providing written notice to the Chairman of the
Company, and that this Release shall not become effective until that seven-day revocation period has expired; and


 


(f) he
enters into this Release knowingly and voluntarily, without duress or reservation of any kind, and after having given the matter full
and careful consideration.


 


6. This
release may not be modified amended or superseded and no provision may be waived orally. Any and all amendments and waivers and any substitution
must be memorialized in a writing signed by both parties.


 


7. This
release shall be governed under New York law applicable to agreements executed and to be fully performed in such state. Choice of law
rules that might cause the application of any other law shall not apply. Executive agrees that the only proper venue for any dispute under
this Release shall be in the state or federal courts located in New York City, New York. Executive consents to such jurisdiction and agrees
not to seek to transfer or dismiss any case or proceeding brought before such courts in such venue.


 




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IN WITNESS WHEREOF,
the Executive has executed this Release as of the date first above written.


 


	 	EXECUTIVE
	 	 
	 	           
	 	Harry Green



 




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EXHIBIT B to employment
agreement


 


Proprietary Information and Intellectual
Property Agreement


 


This Proprietary Information
and Intellectual Property Agreement is entered into this May 21, 2022, by and between African Agriculture, Inc., a Delaware corporation
(the “Company”) and Harry Green (“I”, “me” or “my”).


 


RECITALS


 


A. I
recognize that the Company, together with its subsidiaries and other affiliates, is engaged in a continuous program of consulting, research,
development, experimentation and production respecting its businesses, present and future.


 


B. On
the date hereof, I am entering into an Employment Agreement with the Company. This Agreement is intended to be supplementary to the Employment
Agreement but shall survive the expiration or earlier termination of my employment thereunder.


 


C. As
part of my employment by the Company, I may make, contribute or participate in the development of new inventions and works of authorship
of value to the Company.


 


D. My
employment creates a relationship of confidence and trust between me and the Company with respect to any information (1) applicable
to the businesses of the Company, or (2) applicable to the businesses of any client or customer of the Company which may be made
known to me by the Company or by any client or customer of the Company, or learned or developed by me during the period of my employment.


 


E. The
Company possesses and will in the future possess information that has been, or will be, created, discovered or developed, or has become
or will become otherwise known to the Company (including, without limitation, information created, discovered or developed by or made
known to me during the period of or arising out of my employment by the Company), and/or in which property rights have been or will be
assigned or otherwise conveyed to the Company or any of its clients or customers, which information has or will have actual or potential
economic value in the businesses in which the Company or any customer or client of the Company, as the case may be, is engaged. All of
the aforementioned information is hereinafter called “Proprietary Information.” By way of illustration, but not limitation,
Proprietary Information includes customer names, customer needs, consulting practices, trade secrets, processes, formulae, data, know-how,
improvements, inventions, works of authorship, derivative works, computer software programs or portions thereof (including all of the
following with respect thereto: applications, database schemas, screen shots, installation and configuration materials, workflow and process
diagrams and the structure, organization and appearance of any user interfaces), documentation and training materials, online help systems,
content and design of the Company’s restricted-access web site, programming and other techniques, prototypes, specifications, work-in-progress,
business plans, contract terms, product pricing, marketing plans, strategies, budgets, unpublished financial statements, financing arrangements,
audit reports, forecasts, personnel information and customer lists and information.


 






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F. As
used herein, the period of my employment includes any time prior to the date hereof during which I was an employee or consultant of the
Company and any time after termination of my employment relationship in which I may be retained as a consultant by the Company.


 


AGREEMENT


 


In consideration of my employment
and continued employment as set forth in the Employment Agreement, I hereby agree as follows:


 


1. Proprietary
Information. I hereby agree that I shall have no right, title or interest in or to any Proprietary Information or any patents,
copyrights, trademarks and other rights in connection therewith. In furtherance of the foregoing, I hereby assign to the Company any right,
title or interest I may have or acquire in or to all Proprietary Information and all patents, copyrights, trademarks and other rights
in connection therewith. At all times, both during my employment by the Company and after its termination, I will not acquire any Proprietary
Information by improper means, I will keep in confidence and trust all Proprietary Information that I may acquire, and I will not use
or disclose any such Proprietary Information or anything relating to it without the prior written consent of the Company, except as may
be necessary in the ordinary course of performing my duties in good faith as an employee of the Company.


 


2. Return
of Materials. In the event of the termination of my employment or consultancy by me or by the Company for any reason, I will deliver
to the Company all equipment, media, documents and data of any nature pertaining to my work with the Company and I will not take with
me any equipment, media, documents or data of any description or any reproduction thereof containing or pertaining to any Proprietary
Information. In addition, I will bring to the Company’s offices any computer equipment or media owned or possessed by me that contained
any of the foregoing so that the Company may verify that all copies thereof have been completely removed therefrom.


 


3. Disclosure
of Company Intellectual Property. I will promptly disclose to the Company, or any persons designated by it, all improvements,
inventions, works of authorship, derivative works, computer software programs or portions thereof, formulae, processes, techniques, know-how,
data and ideas, whether or not patentable or copyrightable, made, conceived, reduced to practice, developed, created, authored, originated
or learned by me, either alone or jointly with others:


 


(a) during
the period of my employment or consultancy that are directly or indirectly related to the business of the Company or the actual or demonstrably
anticipated research or development of the Company, or result from work performed by me for the Company or otherwise within the scope
of my responsibilities with the Company or on Company time, or result from use of facilities, equipment or supplies of the Company or
use or knowledge of any Proprietary Information;


 


(b) during
the period of my employment or consultancy that are directly or indirectly related to the business of any customer or client of the Company
or the actual or demonstrably anticipated research or development of any client or customer of the Company, or result from work performed
by me for any client or customer of the Company or otherwise within the scope of my responsibilities with respect to any client or customer
of the Company; or


 






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(c) within
six months after termination of my employment that are directly or indirectly conceived as a result of, or are suggested or attributable
to, work done by me during such employment or consultancy or result from use or knowledge of any Proprietary Information;


 


(all said improvements, inventions, works of authorship,
derivative works, formulae, processes, techniques, know-how, ideas and data, whether or not disclosed by me to the Company in accordance
with this Section 3, shall be collectively hereinafter called “Company Intellectual Property”).


 


4. Ownership
of Company Intellectual Property. I hereby agree that I shall have no right, title or interest in or to any Company Intellectual
Property or any patents, copyrights, trademarks or other rights in connection therewith. I hereby assign to the Company any rights I may
have or acquire in all Company Intellectual Property and all patents, copyrights, trademarks and other rights in connection therewith.
I further agree as to all Company Intellectual Property to assist the Company in every proper way (but at the Company’s expense)
to obtain and from time to time enforce patents, copyrights, trademarks and other rights and protections relating to the Company Intellectual
Property in any and all countries, and to that end I will execute all documents for use in applying for and obtaining such patents, copyrights,
trademarks and other rights and protections and enforcing the same, as the Company may desire, together with any assignments thereof to
the Company or persons designated by it. My obligation to assist the Company in obtaining and enforcing patents, copyrights, trademarks
and other rights and protections relating to the Company Intellectual Property in any and all countries shall continue beyond the termination
of my employment or consultancy, but the Company shall compensate me at a reasonable rate after such termination for time actually spent
by me at the Company’s request on such assistance. In the event the Company is unable, after reasonable effort, to secure my signature
on any document or documents needed to apply for or prosecute any patent, copyright or other right or protection relating to any Company
Intellectual Property, for any reason whatsoever, I hereby irrevocably designate and appoint the Company and its duly authorized officers
and agents as my agent and attorney-in-fact to act for and on my behalf to execute and file any such application or other document and
to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or similar protections thereon
with the same legal force and effect as if executed by me.


 


5. Employee
Intellectual Property. As a matter of record I have identified on the Exhibit hereto (which Exhibit is initialed by me and
the Company) all inventions, improvements, works of authorship or derivative works that have been made, conceived, reduced to practice,
created or authored by me alone or jointly with others prior to my engagement by the Company that I desire to remove from the operation
of this Agreement. I represent that such list is complete and that I have not made or authored any other such inventions, improvements,
works of authorship or derivative works at the time of signing this Agreement.


 






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6. No
Conflict or Breach. I represent that my performance of all terms of this Agreement and of my duties as an employee of the Company
does not and will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior
to the date hereof, or any order of any court, arbitration panel or governmental agency. I have not entered into, and I agree I will not
enter into, any agreement either written or oral in conflict herewith.


 


7. Former
Employers. I understand that as part of the consideration for the offer of employment or consultancy extended to me by the Company
and of my employment or consultancy or continued employment or consultancy by the Company that the Company requires that I make the representations
and warranties in this Section 7. Accordingly, I represent, warrant and covenant the truth and accuracy of the following:


 


I have not brought and will
not bring with me to the Company or use in the performance of my responsibilities at the Company (a) any materials, documents or
proprietary information of a former employer or client that are not generally available to the public, unless I have obtained written
authorization from such former employer or client for their possession and use, or (b) any proprietary information that I know or
should have known has been acquired without the express permission of the owner thereof.


 


The only materials or documents
of a former employer or client that are not generally available to the public that I have brought or will bring to the Company or have
used or will use in my employment or consultancy are identified in the Exhibit attached hereto, and, as to each such item, I represent
that I have obtained prior to the effective date of my employment or consultancy with the Company written authorization for its possession
and use in my employment or consultancy with the Company.


 


I also understand that, in
my employment or consultancy with the Company, I am not to breach any obligation of confidentiality that I have to former employers or
clients, and I agree that I shall fulfill all such obligations during my employment or consultancy with the Company.


 


8. Injunctive
and Equitable Relief. I agree that in addition to any other rights and remedies available to the Company for any breach or threatened
breach by me of my obligations hereunder, the Company shall be entitled to enforce my obligations hereunder by temporary restraining order,
court injunction, or court ordered affirmative acts, which orders and injunction or ordered acts may restrain a future breaching of this
Agreement if there is reasonable ground to believe that such a breach is threatened. I further agree to allow the Company to enjoin future
use or disclosure of its trade secrets if it has reasonable grounds to believe such action is necessary or reasonably desirable to protect
such trade secrets. No proof of actual damages or surety shall be required as a prerequisite for relief under this Section 8.


 


9. Successors,
Assigns, Etc. This Agreement shall be binding upon me, my heirs, executors, assigns and administrators and shall inure to the
benefit of the Company, its successors and assigns, provided that this Agreement may not be assigned by me. This Agreement is for the
benefit of the Company and its successors.


 






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10. Severability/Modification.
It is the desire and intent of the parties hereto that the provisions of this Agreement shall be enforced to the fullest extent permissible
under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision
of this Agreement shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the
portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in
the particular jurisdiction in which such adjudication is made. In addition, if any one or more of the provisions contained in this Agreement
shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by
limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.


 


11. Other
Applicable Law. This Agreement does not limit any duties, responsibilities or obligations that I may have, or any rights of the
Company, under applicable law, including without limitation any trade secrets acts now or hereafter in effect.


 


12. Headings.
The headings in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of
any provision hereof.


 


13. Attorneys’
Fees. The Company shall be entitled to reimbursement for reasonable attorneys’ fees and litigation costs or expenses incurred
in its enforcement of the terms of this Agreement.


 


14. Governing
Law. [This Proprietary Information and Intellectual Property Agreement shall be governed by and construed in accordance with the law
of the State of New York, without regard to any conflict of laws provision thereof which may cause the application of the laws of any
other jurisdiction.] The parties agree that the only proper venue for any dispute under this Agreement shall be in the state or federal
courts located in New York City, New York. The parties agree that the only proper venue for any dispute under this Agreement shall be
in the state or federal courts located in New York City, New York. Each party consents to such jurisdiction and agrees not to seek to
transfer or dismiss any case or proceeding brought before such courts in such venue.


 


	Date:     May 21, 2022	 
	 	 
	/s/ Harry Green	 
	Harry Green	 
	ACCEPTED AND AGREED TO:	 
	AFRICAN AGRICULTURE, INC.	 
	 	 
	By: 	/s/ Alan Kessler	 
	Its:  	Chief Executive Officer	 


 


 







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