REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 13th, 2021 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 10, 2021, is made and entered into by and among 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), the qualified institutional buyers or institutional accredited investors listed under “Anchor Investors” on the signature pages hereto (the “Anchor Investors”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, Cantor, the Anchor Investors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 13th, 2021 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 10, 2021 by and between 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNDERWRITING AGREEMENT between 10X CAPITAL VENTURE ACQUISITION CORP. II and CANTOR FITZGERALD & CO. Dated: August 10, 2021Underwriting Agreement • August 13th, 2021 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
The undersigned, 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
INDEMNITY AGREEMENTIndemnity Agreement • April 8th, 2021 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • April 17th, 2023 • 10X Capital Venture Acquisition Corp. II • Agricultural production-crops • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 10, 2021, is by and between 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
10X Capital Venture Acquisition Corp. IIUnderwriting Agreement • August 13th, 2021 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
10X Capital Venture Acquisition Corp. IISecurities Subscription Agreement • March 4th, 2021 • 10X Capital Venture Acquisition Corp. II • New York
10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company (“Subscriber” or “you”), to purchase 7,666,667 Class B ordinary shares of the Company, $0.0001 par value per share (the “Shares”), up to 1,000,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company, $0.0001 par value per share, and one, or a portion of one, warrant to purchase one Class A ordinary share of the Company (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • November 3rd, 2022 • 10X Capital Venture Acquisition Corp. II • Finance services • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of November 2, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and 10X CAPITAL VENTURE ACQUISITION CORP. II, a company incorporated under the laws of the Cayman Islands (the “Company”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 6th, 2022 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of April 1, 2022 (this “Agreement”), by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted Company (the “Company”). For purposes of this Agreement, references to the “Company” shall also include any successor entity to the Company by any Fundamental Transaction (as defined below), but only from and after the closing of such Fundamental Transaction, including but not limited to, the resulting publicly listed company pursuant to the transactions contemplated by the Merger Agreement, dated April 1, 2022 (as the same may be amended from time to time, the “Merger Agreement”), by and between the Company, Prime Blockchain, Inc., a Delaware corporation (the “Target”),10X Magic First Merger Sub, Inc., a Delaware corporation (“First Merger Sub”), 10X Magic Second Merger Sub, LLC, a Delaware limited liability company
AGREEMENT AND PLAN OF MERGER dated as of March 31, 2022 by and amongMerger Agreement • April 6th, 2022 • 10X Capital Venture Acquisition Corp. II • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of March 31, 2022, is entered into by and among 10x Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (“Acquiror”), 10X Magic First Merger Sub, Inc., a Delaware corporation (“First Merger Sub”), 10X Magic Second Merger Sub, LLC, a Delaware limited liability company (“Second Merger Sub” and together with First Merger Sub, the “Merger Subs” and each individually, a “Merger Sub”) and Prime Blockchain Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
Date: November 2, 2022 To: 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (“10X II”) and African Agriculture, Inc., a Delaware corporation (“Target”). Address: 1 World Trade Center, 85th Floor New York, New York 10007...Otc Equity Prepaid Forward Transaction • November 3rd, 2022 • 10X Capital Venture Acquisition Corp. II • Finance services
This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement between Seller, 10X II and Target as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • August 13th, 2021 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of August 10, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company (the “Purchaser”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • August 13th, 2021 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of August 10, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Purchaser”).
INDEMNITY AGREEMENTIndemnification Agreement • December 12th, 2023 • African Agriculture Holdings Inc. • Agricultural production-crops • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of_______, 2023, by and between African Agriculture Holdings Inc., a Delaware corporation (the “Company”), and __________(“Indemnitee”).
REVISED PARTNERSHIP AGREEMENTPartnership Agreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks
This new posture has always been supported by the administrative authorities and local technical services such as the ARD, the CADL and the SAED, among others. It is within the framework that he has developed, under the impetus of the SAED, land use and use plans and a charge of the irrigated domain. Through these tools, local and regional authorities are committed to ensuring the rational and sustainable exploitation of land and water resources in the region.
CONTRIBUTION AGREEMENTContribution Agreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
This CONTRIBUTION AGREEMENT (this “Agreement”) is made as of June 24, 2021, by and between the shareholders of Agro Industries Corp (the “Shareholders”) listed as signatories to this Agreement (the “Contributing Party”), Agro Industries Corp., a Cayman Islands exempted company, with registered offices at 2nd Floor, Strathvale House, 90 North Church Street, George Town, Grand Cayman, Cayman Islands, PO Box 1103, KY1-1102 (the “Company”) and African Agriculture, Inc., a Delaware corporation (the “Receiving Party”). The Contributing Party, the Company and the Receiving Party are sometimes referred to herein together as the “Parties” and each a “Party.”
AGREEMENT AND PLAN OF MERGER dated as of November 2, 2022 by and among 10X CAPITAL VENTURE ACQUISITION CORP. II, 10X AA MERGER SUB, INC., and AFRICAN AGRICULTURE, INC.Merger Agreement • November 3rd, 2022 • 10X Capital Venture Acquisition Corp. II • Finance services • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of November 2, 2022, is entered into by and among 10x Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (“Acquiror”), 10X AA Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and African Agriculture, Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
ENGAGEMENT & ADVISORY AGREEMENTEngagement & Advisory Agreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks
THIS AGREEMENT (the “Agreement”) is made and entered into as of this day of September 13, 2021 (the “Effective Date”), by and between African Agriculture, Inc. (“AA”) located at 445 Park Avenue 9th Floor, NY, NY USA 10022 and Dr. Daniel H. Putnam located at 2224 Holman St., Woodland, CA 95776. In consideration of the covenants, representations and agreements set forth below, AA and Dr. Putnam hereby agree as follows:
AMENDED AND RESTATED SALES AND MARKETING AGREEMENTSales and Marketing Agreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks
This Amended And Restated Sales And Marketing Agreement (“Agreement”) is made and entered into as of the 10th day of May 2019 (“Effective Date”) by and between Monitor Power Systems AS (“MPS”) and African Discovery Group LLC (“ADG”) (individually, a “Party” and collectively, the “Parties”).
NON-REDEMPTION AGREEMENTNon-Redeemtion Agreement • May 3rd, 2023 • 10X Capital Venture Acquisition Corp. II • Agricultural production-crops
Investor Agreements Investor commits to own, prior to the date of the special meeting with respect to the SPAC’s shareholder vote in connection with the amendment of SPAC’s Second Amended and Restated Memorandum and Articles of Association to, among other things, extend the date by which the SPAC must consummate an initial business combination (the “Longstop Date”) by three months and to allow the SPAC’s board of directors, without another shareholder vote, to further extend such date up to an additional six times, by an additional month each time (the “Extension”), the lesser of (i) [ ] Class A ordinary shares, par value $0.0001 per share, of SPAC (“SPAC Class A Shares”) and (ii) together with Investor’s affiliates, 9.99% of the total outstanding ordinary shares of the SPAC (the “Investor Shares”). Investor waives any right that it may have to elect to have SPAC redeem any Investor Shares and agrees not to redeem or otherwise exercise any right to redeem, the Investor Shares and to re
JOINDER to LETTER AgreementJoinder to Letter Agreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks
This Joinder to Letter Agreement (this “Joinder”) is made this 8th day of December, 2022, by Michael Brown (the “Director”), in respect of that certain Letter Agreement (the “Letter Agreement”), dated as of August 10, 2021, by and among 10X Capital SPAC Sponsor II LLC (the “Sponsor”), 10X Capital Venture Acquisition Corp. II, (the “Company”), and each of the other parties thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Letter Agreement.
SERVICE CONTRACTService Contract • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks
LEASE AGREEMENTLease Agreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks
AN IMMOBILIER SARL, located at liberty 6 extension, cité des jeunes cadres lébou, villa N*25, Trade Register N* SNDKR2013B10704, represented by Mrs. Ndeye Marie Diallo
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
This Amended and Restated Employment Agreement (this “Agreement”) is dated as of May 21, 2022 (the “Effective Date”) by and between African Agriculture, Inc., a Delaware corporation (the “Company”) and Harry Green (the “Executive”). The Company and Executive may each be referred to herein as a “Party”, and collectively as the “Parties”.
AndAgreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
AGREEMENT FOR DELIVERY OF PRE-CONSTRUCTION ACTIVITIESAgreement for Delivery of Pre-Construction Activities • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks
INTERCOMPANY LOAN AGREEMENT BETWEEN AGRO-INDUSTRIES/ GLOBAL COMMODITIES AND AFRICAN AGRICULTUREIntercompany Loan Agreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks • Delaware
THIS AGREEMENT (“Agreement”), is dated as of May 10, 2021 and is made by and between African Agriculture, Inc., a Delaware corporation (“Borrower’), Agro Industries Corp., a wholly owned subsidiary of AA (“Al”) and Global Commodities & Investments Ltd., an open ended limited liability investment company incorporated in Grand Cayman (“Lender”).
FRAMEWORK AGREEMENT BETWEEN AFRICAN AGRICULTURE INC AND MPS INFRASTRUCTURE INC SOLAR POWER GENERATIONFramework Agreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks
WHEREAS, African Ag desires to establish solar PV power generation sufficient to supply current and future needs of the [ farm name ], and
ContractMaster Agreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks • Saint Louis
MASTER AGREEMENT By and between - Mr. Gora Seck, a citizen Of the Republic of Senegal, born in Kaolack (Republic of Senegal) on 7 June 1964, residing in Avenue Nelson Mandela, Atlantis Building 8th floor, Dakar, Republic of Senegal (hereinafter the “Transferor”) And - Agro Industries Corp, an exempted company incorporated in the Cayman Islands with limited liability with registered office in Ground Floor, DMS House, 20 Genesis Place, Dr. Roy’s Drive, George Town, Grand Cayman, PO Box 1103 KYI1102, Cayman Islands, duly represented by Chris Narborough (hereinafter the “Transferee”) And - Tampieri Financial Group S.p.A., a limited company incorporated under Italian law with registered office in via Granarolo 177/3, Faenza (RA), Italy, duly represented by Carlo Tampieri/VaIentina Susanna Gava/Massimo Campadese (hereinafter “TFG”) And - Tampieri S.p.A., a limited company incorporated under Italian law with registered office in via Granarolo 177/3, Faenza (RA), Italy, duly represented by Car
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 12th, 2023 • African Agriculture Holdings Inc. • Agricultural production-crops • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 6, 2023, is made and entered into by and among African Agriculture Holdings Inc. (f/k/a 10x Capital Venture Acquisition Corp. II), a Delaware corporation (the “Company”), 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”) and each of the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, Cantor, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
AMENDED AND RESTATED ADVISOR AGREEMENTAdvisor Agreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
This Amended and Restated Advisor Agreement (this “Agreement”) is dated as of May 21, 2022 (the “Effective Date”), and is made by and between African Agriculture, Inc., a Delaware corporation (the “Company”) and African Discovery Group, Inc., a Delaware corporation (“Advisor”). The Company and Advisor may each be referred to herein as a “Party”, and collectively as the “Parties”.
AGREEMENT BetweenAgreement Between the Companies and the Municipality of Ingall • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
JOINT FILING AGREEMENTJoint Filing Agreement • March 15th, 2024 • African Agriculture Holdings Inc. • Agricultural production-crops
The undersigned acknowledge and agree that the foregoing Statement on Form 4 is filed on behalf of each of the undersigned and that all subsequent amendments to this Statement on Form 4 may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
10X CAPITAL VENTURE ACQUISITION CORP. IIAdministrative Services Agreement • August 13th, 2021 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
This letter agreement (this “Agreement”) by and among 10X Capital Venture Acquisition Corp. II (the “Company”) and 10X Capital SPAC Sponsor II LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • January 20th, 2023 • 10X Capital Venture Acquisition Corp. II • Blank checks
This Restricted Stock Unit Award Agreement (this “Agreement”) is dated as of November 1, 2022, and is made by and between African Agriculture, Inc., a Delaware corporation (the “Company”), and the participant whose name appears on the signature page to this Agreement (“Participant”). Capitalized but undefined terms will have the meaning set forth in Section 12 of this Agreement.
