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”).
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:
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”).
WARRANT AGREEMENTWarrant Agreement • August 13th, 2021 • 10X Capital Venture Acquisition Corp. II • Blank checks • 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. IILetter Agreement • August 13th, 2021 • 10X Capital Venture Acquisition Corp. II • Blank checks • New York
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”).
10X CAPITAL VENTURE ACQUISITION CORP. IILetter 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”):
