0001213900-23-095140 Sample Contracts

INDEMNITY AGREEMENT
Indemnification 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”).

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration 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”).

LOCK-UP AGREEMENT
Lock-Up Agreement • December 12th, 2023 • African Agriculture Holdings Inc. • Agricultural production-crops

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of December 6, 2023 between [●], a [●] (the “Stockholder”) and African Agriculture Holdings Inc. (f/k/a 10x Capital Venture Acquisition Corp. II), a Delaware corporation (the “Company”). The Stockholder and the Company 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 such terms in the Merger Agreement (as defined below).

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