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”).
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.
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.
ACQUIROR SUPPORT AGREEMENTAcquiror Support Agreement • November 3rd, 2022 • 10X Capital Venture Acquisition Corp. II • Finance services
This ACQUIROR SUPPORT AGREEMENT (this “Agreement”), dated as of November 2, 2022, is made by and among 10x Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (“10X”), African Agriculture Inc., a Delaware corporation (“African Agriculture”), 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, African Agriculture 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).
