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.
FORM OF COMPANY SUPPORT AGREEMENTCompany Support Agreement • April 6th, 2022 • 10X Capital Venture Acquisition Corp. II • Blank checks
This COMPANY SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 31, 2022, by and among 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (“10X”), [ ⚫ ], a [ ⚫ ] (the “Stockholder”), and, solely with respect to Section 1(a) hereto, Prime Blockchain Inc., a Delaware corporation (“PrimeBlock”). Each of 10X, the Stockholders and PrimeBlock are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).
ACQUIROR SUPPORT AGREEMENTAcquiror Support Agreement • April 6th, 2022 • 10X Capital Venture Acquisition Corp. II • Blank checks
This ACQUIROR SUPPORT AGREEMENT (this “Agreement”), dated as of March 31, 2022, is made by and among 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (“10X”), Prime Blockchain Inc., a Delaware corporation (“PrimeBlock”), and 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned directors and officers of 10X (collectively with the Sponsor, the “Class B Holders”). 10X, PrimeBlock and the Class B Holders shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
