REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2021 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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 • July 30th, 2021 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 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: [ ], 2021 10X CAPITAL VENTURE ACQUISITION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • July 30th, 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:
WARRANT AGREEMENTWarrant Agreement • July 30th, 2021 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 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 • July 30th, 2021 • 10X Capital Venture Acquisition Corp. II • Blank checks
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • July 30th, 2021 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 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 • July 30th, 2021 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 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”).
INVESTMENT AGREEMENTInvestment Agreement • July 30th, 2021 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of July [●], 2021, is by and among (i) 10X CAPITAL VENTURE ACQUISITION CORP. II, a Cayman Islands exempted company (the “SPAC”), (ii) 10X CAPITAL SPAC SPONSOR II, LLC, a Cayman Islands limited liability company (the “Sponsor”), and (iii) [●] (“Investor”).
