African Agriculture Holdings Inc. appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Resignation of Alan Kessler from the Board of Directors; Appointment of Michael Rhodes to the Board of Directors


Effective as of April 8, 2024, Alan Kessler resigned and stepped down from the Board of Directors (the "Board") of African Agriculture Holdings, Inc. (the "Company"). Mr. Kessler's decision to resign was not due to any disagreements with the Company on any matter relating to the Company's operations, policies or practices.


To fill the vacancy on the Board as a result of Mr. Kessler's resignation, the Board appointed Mr. Michael Rhodes to serve on the Board, effective April 22, 2024.


There is no arrangement or understanding between Mr. Rhodes and any other persons pursuant to which Mr. Rhodes was selected as a director.


Separation Agreement with Mr. Kessler


On April 8, 2024, the Board approved a Resignation and General Release Agreement (the "Resignation Agreement") by and among the Company, African Agriculture, Inc. ("AA"), African Discovery Group, Inc. ("African Discovery Group") and Mr. Kessler. Pursuant to the Resignation Agreement, African Discovery Group's engagement with the Company terminated effective as April 8, 2024 (the "Resignation Date"), and Mr. Kessler resigned from his roles as both Executive Chairman of the Board and as a member of the Board also effective as of the Resignation Date. Mr. Kessler had previously resigned from his role as Chief Executive Officer of the Company on January 31, 2024. African Discovery Group will be entitled to the following benefits after the Resignation Agreement becomes effective:


- $330,000 payable in a single lump sum on the earlier to occur of (i) the date Company achieves a capital raise of at least $5,000,000 in a single transaction or series of related transactions following the Resignation Date, or (ii) December 31, 2024 (such earlier date, the "Deadline"); provided, that, the Board may elect, in its sole discretion, (x) to pay such amount in installments, so long as it is paid in full no later than the Deadline, and/or (y) to pay all or any portion of such amount to Kessler in his individual capacity by the Deadline in the form of shares of common stock of the Company having a fair market value equal to the value of the portion of the $330,000 payment so elected to be paid in common stock, as determined by the Board based on the closing share price of the Company's common stock on the applicable payment date; and subject, in each case, to the Company's ability to make such payment without jeopardizing the ability of the Company to continue as a going concern under Treasury Regulation Section 1.409A-1(b)(4)(ii); 


- vesting in full of all outstanding restricted stock units held by African Discovery Group as of the Resignation Date; and 


- a general release of claims by the Company and AA in favor of African Discovery Group (with certain limited exceptions). 


Mr. Kessler will be entitled to the following benefits after the Resignation Agreement becomes effective:


- vesting in full of all outstanding restricted stock units held by Mr. Kessler as of the Resignation Date; and 


- a general release of claims by the Company and AA in favor of Mr. Kessler (with certain limited exceptions). 


In exchange for the payments and benefits to African Discovery Group and Mr. Kessler, African Discovery Group and Mr. Kessler will release the Company and AA from any and all claims (with certain limited exceptions).