Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 27, 2023

10X CAPITAL VENTURE ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40722		98-1594494
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1 Word Trade Center, 85th Floor New York, New York		10007
(Address of principal executive offices)		(Zip Code)

(212) 257-0069

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001, and one-third of one redeemable warrant	VCXAU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	VCXA	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	VCXAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Amendment to Business Combination Agreement

As previously announced, on November 2, 2022, 10X Capital Venture Acquisition Corp. II (“10X II”) entered into the Agreement and Plan of Merger, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of January 3, 2023 (as further amended from time to time the “Merger Agreement”), by and among 10X II, 10X AA Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and African Agriculture, Inc., a Delaware corporation (“African Agriculture”), pursuant to which, among other things, following the de-registration of 10X II as an exempted company in the Cayman Islands and the continuation and domestication of 10X II as a corporation in the State of Delaware (the “Domestication”), Merger Sub will merge with and into African Agriculture, with African Agriculture being the surviving company (the “Business Combination”). Following the Domestication, 10X II will change its name to “African Agriculture Holdings Inc.” (“PubCo”) and shares of PubCo (“PubCo Shares”) will be traded on Nasdaq under the symbol “AAGR”.

On November 29, 2023, the parties to the Merger Agreement entered into the Second Amendment to the Merger Agreement (the “Second Amendment”). Pursuant to the Second Amendment, the parties agreed to irrevocably waive the covenant set forth in Section 6.11 of the Merger Agreement requiring African Agriculture to deliver to 10X II a duly executed Offtake Agreement (as such term is defined in the Merger Agreement).

In consideration for waiving the covenant relating to the Offtake Agreement, at Closing, each PubCo Share received upon conversion of a 10X II ordinary share (including, for the avoidance of doubt, any shares owned by 10X II’s sponsor (the “Sponsor”) and any of its affiliates) and for which redemption was not requested (a “Former SPAC Share”) shall be granted its pro rata right to receive a portion of 3,000,000 additional PubCo Shares (the “Waiver Consideration Shares”), with (i) holders of Former SPAC Shares that are public holders (the “Public Holders”) receiving Waiver Consideration Shares in the form of PubCo Shares that were assigned to a pool for the benefit of such holders (the “Public Holder Pool”) by AA Shareholder (as defined below) and (ii) holders of Former SPAC Shares that are not public holders (the “Private Holders”) receiving Waiver Consideration Shares in the form of newly issued PubCo Shares on a private placement basis.

As a condition to closing, African Agriculture will enter into an amendment to the Company Support Agreement (as such term is defined in the Merger Agreement) with a shareholder (the “AA Shareholder”) pursuant to which the AA Shareholder will assign its right to receive PubCo Shares from an amount of shares of African Agriculture it owns towards the Public Holder Pool such that the Public Holders will receive their pro rata portion of the Waiver Consideration Shares in the form of PubCo Shares from the Public Holder Pool.

Assuming no redemptions, the Public Holders in aggregate will be entitled to 673,500 Waiver Consideration Shares and the Private Holders will be entitled to 2,326,500 Waiver Consideration Shares (1,838,956 of which the Sponsor will receive). Assuming 100% redemptions, the Public Holders will not be entitled to any Waiver Consideration Shares and the Private Holders will be entitled to 3,000,000 Waiver Consideration Shares (2,371,316 of which the Sponsor will receive).

Additionally, the parties also agreed to amend the form of Lock-up Agreement to be entered into by each director and officer of African Agriculture and certain shareholders of African Agriculture such that the Transfer Restriction (as such term is defined in the Lock-up Agreement) will expire with respect to one-third of the PubCo Shares owned by each such person that were previously in the Second Tranche (as such term is defined in the Lock-up Agreement), upon the latter of PubCo entering into an Offtake Agreement (as defined in the Second Amendment) or 12 months following Closing.

The foregoing summary of the Second Amendment is qualified in its entirety by reference to the text of the Second Amendment, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Entry into Cash-Settled Equity Derivative Transaction

On November 29, 2023, 10X II and African Agriculture entered into an agreement (the “CSED”) with Vellar Opportunities Fund Master, Ltd. (“Vellar” or “Seller”) for a Cash-Settled Equity Derivative Transaction. Capitalized terms that are not defined herein have the meaning given to those terms in the CSED.

The Seller holds shares of common stock of African Agriculture that it has acquired from the AA Shareholder (the “Share Transfer”). Upon the occurrence of the Business Combination, such shares of common stock of African Agriculture that are held by the Seller shall convert into 11,500,000 Pubco Shares in the aggregate (the “Recycled Shares”). Subject to certain conditions contained in the CSED, the Seller shall provide up to $11,500,000 (the “Additional Funds”) in funds in the aggregate to Pubco in five tranches: (i) the first tranche of $5,750,000 will be funded two trading days following the transfer to the Seller’s brokerage account of the Pubco Shares issued as consideration pursuant to the terms of the Merger Agreement, (ii) the second tranche of $1,437,500 will be funded 30 days after the first tranche, (iii) the third tranche of $1,437,500 will be funded 30 days after the second tranche, (iv) the fourth tranche of $1,437,500 will be funded 30 days after the third tranche, and (v) the fifth tranche of $1,437,500 will be funded 30 days after the fourth tranche (collectively, the “Funding Election”). Pursuant to the terms of the CSED, the Seller has agreed on the Cash Settlement Date (except in certain specified situations) that, provided that the Pubco Shares received by the Seller have been registered under the registration statement on Form S-4 filed by 10X II or are freely tradable by the Seller without restriction, they will each pay to Pubco a cash amount equal to (1) the sum of (x) the number of Recycled Shares less (y) the number of Pubco Shares with actual aggregate proceeds equal to the Additional Funds Seller provided pursuant to a Funding Election, and less (z) the number of Terminated Shares (as defined below) (the sum of (x), (y) and (z), the “Number of Shares”) as of the Valuation Date (as defined below), multiplied by the VWAP Price over the Valuation Period less (2) a cash amount equal to the product of (x)(a) 11,500,000 PubCo Shares (the “Maximum Number of Shares”) less (b) any Terminated Shares as of the Valuation Date, multiplied by (y) $2.00.

The “Valuation Date” for the Seller will occur upon the earliest of (a) the date that is 24 months after the Closing, (b) the date specified by the Seller upon the occurrence of (i) the volume-weighted average price of Pubco Shares trading below $2.00 per share for any 20 trading days during a 30 consecutive trading day period or (ii) the Pubco Shares ceasing to be traded on a national exchange, (c) any date specified by the Seller at its sole discretion, and (d) the date specified by Pubco in a written notice to be delivered to the Seller at Pubco’s sole discretion (which Valuation Date shall not be earlier than the date of an occurrence of an Event of Default by Seller as provided for under the ISDA Form and that is the subject of the notice) for an Event of Default by the Seller (and such specification of a Valuation Date shall be the sole right of Pubco upon the occurrence of an Event of Default by Seller in lieu of Section 6(a) of the ISDA Form); provided that, so long as the transfer to the Seller’s brokerage account of the Pubco Shares issued as consideration pursuant to the terms of the Merger Agreement has occurred, the Seller will not issue any notice contemplated in clauses (b) or (c) of this sentence until the earlier of (x) the delivery to Pubco by the Seller of the first tranche of the Funding Election (as described above) and (y) in the event the transfer to the Seller’s brokerage account of the Pubco Shares issued as consideration pursuant to the terms of the Merger Agreement has not occurred, 10 calendar days following the closing of the Business Combination.

From time to time following the date of the Closing (any such date, an “OET Date”), the Seller may, in its sole discretion, terminate the CSED in whole or in part with respect to any number of Pubco Shares by giving notice (such notice, an “OET Notice”) of such termination with respect to the specified number of Recycled Shares included in an OET Notice (such quantity, the “Terminated Shares”). An amount equal to the product of (a) the number of Terminated Shares and (b) the Reset Price, which shall initially be $10, but may be reduced by a Dilutive Offering Reset (as defined below), in respect of such OET Date will be paid by Seller to Pubco or its designee. At any time prior to closing of the Business Combination, Seller may elect to reduce the Maximum Number of Shares and the number of Recycled Shares by 50% (in which case, each tranche of the Funding Election will also be reduced by 50%) if the Seller reasonably believes following closing of the Business Combination it will hold Shares in an amount that exceeds the Applicable Share Limit (as such term is defined in the CSED).

In the event the Valuation Date for the Seller is determined by clause (c), at the Cash Settlement Date, the Seller will pay an amount in cash to Pubco equal to the closing price of the PubCo Shares on the business day immediately preceding the Valuation Date, multiplied by the Number of Shares as of the Valuation Date. In the event the Valuation Date for a Seller is determined by clause (d), at the Cash Settlement Date, provided that the Pubco Shares received have been registered under the registration statement on Form S-4 filed by 10X II or are freely tradable by the Seller without restriction, the Seller will pay an amount in cash to Pubco equal to the Number of Shares as of the Valuation Date, multiplied by the VWAP Price over the Valuation Period.

The CSED may be terminated by any of the parties thereto if the Merger Agreement is terminated pursuant to its terms prior to Closing. To the extent Pubco, following the closing of the Business Combination, sells, enters into any agreement to sell or grants any right to reprice, or otherwise dispose of or issues any common stock or any securities of it or any of its subsidiaries which would entitle the holder thereof to acquire at any time Pubco Shares at an effective price per Share less than the then existing Reset Price, then, subject to certain exceptions, the Reset Price shall be modified to equal such reduced price (a “Dilutive Offering Reset”). Pubco shall also reimburse Vellar for its reasonable and documented attorney fees and other reasonable out-of-pocket expenses incurred by Vellar, not to exceed $100,000.

PubCo has agreed to indemnify and hold harmless the Seller, each of its affiliates, assignees and other parties described therein (the “Indemnified Parties”) from and against all losses, claims, damages and liabilities under the CSED (excluding liabilities relating to the manner in which the Seller sells any shares it owns) and reimburse the Indemnified Parties for their reasonable expenses incurred in connection with such liabilities, subject to certain exceptions described therein, and has agreed to contribute to any amounts required to be paid by any Indemnified Parties if such indemnification is unavailable or insufficient to hold such party harmless.

The foregoing summary of the CSED is qualified in its entirety by reference to the text of the form of CSED which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Entry into Share Issuance Agreement

In connection with entry into the CSED and the Share Transfer, 10X II entered into a Share Issuance Agreement with the AA Shareholder pursuant to which, on or prior to the fifth day following the closing of the Business Combination, subject to certain conditions, PubCo will issue to the AA Shareholder 11,701,250 PubCo Shares in a private placement under Section 4(a)(2) of the Securities Act for no additional consideration.

Item 1.02. Termination of a Material Definitive Agreement.

As previously disclosed, on November 2, 2022, 10X II and African Agriculture entered into an OTC Equity Prepaid Forward Transaction (the “Forward Transaction”) with Vellar Opportunity Fund SPV LLC — Series 8, a client of Cohen & Company Financial Management, LLC (“VOF”). On November 29, 2023, the parties mutually agreed to terminate the Forward Transaction, and VOF agreed to waive its rights and 10X II’s and African Agriculture’s obligations under the section entitled “Reimbursement of Legal Fees and Expenses”. Under the terms of the confirmation governing the Forward Transaction (the “Confirmation”), VOF shall not be entitled to payment of the Break-up Fee (as defined in the Confirmation) set forth in the section entitled “Break-up Fees”.

Item 3.02. Unregistered Sales of Equity Securities.

The information under Item 1.01 is hereby incorporated by reference.

Item 8.01. Other Information

African Agriculture Plan Amendment and RSU Grants

On or about November 10, 2023, 10X II mailed a definitive proxy statement/prospectus (the “Definitive Proxy Statement”) to its shareholders related to the approval of, among other things, the transactions contemplated by the Merger Agreement. Following the mailing date of the Definitive Proxy Statement, on November 26, 2023, African Agriculture (i) increased the number of shares of its common stock reserved for issuance under its 2022 Incentive Plan (the “2022 Plan”) from 2,881,727 to 9,500,000 and (ii) authorized the award of restricted stock units (“RSUs”) pursuant to the 2022 Plan to certain of its directors and executive officers as described in the paragraphs below.

Effective November 27, 2023, African Agriculture awarded Alan Kessler, it’s Chief Executive Officer and chairman of the board of directors, 3,050,000 RSUs, which will fully vest on November 27, 2028. Pursuant to the terms of the restricted stock unit agreement, if Mr. Kessler is terminated without “cause” or resigns for “good reason” (each as defined in the restricted stock unit agreement) prior to November 27, 2028, the RSUs will immediately vest upon termination. In addition, if Mr. Kessler’s service is terminated due to Mr. Kessler’s death or “disability” (as defined in the restricted stock unit agreement), the RSUs will immediately vest upon termination. If Mr. Kessler is terminated prior to November 27, 2028 for any other reason, the RSUs will be immediately forfeited and cancelled upon such termination. If a Change in Control (as defined in the restricted stock unit agreement) occurs prior to the termination of Mr. Kessler’s service, the RSUs will vest as to 100% of the underlying PubCo Shares.

Effective November 27, 2023, African Agriculture awarded Harry Green, its Chief Financial Officer, 1,830,000 RSUs, which will vest as to 50% on January 6, 2025 and 50% on January 6, 2026. Pursuant to the terms of the restricted stock unit agreement, if Mr. Green is terminated by reason of death or “disability” or without “cause” or resigns for “good reason” (each as defined in the restricted stock unit agreement), any unvested RSUs will immediately vest upon termination. If Mr. Green is terminated for any other reason, the unvested RSUs will be immediately forfeited and cancelled upon such termination. If a Change in Control (as defined in the restricted stock unit agreement) occurs prior to the termination of Mr. Green’s service, the RSUs will vest as to 100% of the underlying PubCo Shares.

Effective November 27, 2023, African Agriculture awarded 44,000 RSUs to each of the following non-executive directors: Orim Graves, Ambassador Jonathan Modest Mero, Russell Read, Ambassador Bisa Williams, and Daphne Michelle Titus (together, the “Director Grantees”). Pursuant to the Director Grantees’ respective restrictive stock unit agreements, the RSUs vest as to 50% on January 6, 2025 and 50% on January 6, 2026. If a Director Grantee’s service is terminated by reason of death or “disability” or without “cause” or resigns for “good reason” (each as defined in the respective restricted stock unit agreement), any unvested RSUs of such Director Grantee will immediately vest upon such termination. If a Director Grantee’s service is terminated for any other reason, such Director Grantee’s respective unvested RSUs will be immediately forfeited and cancelled upon such termination. If a Change in Control (as defined in the respective restricted stock unit agreement) occurs prior to the termination of a Director Grantee’s service, the RSUs will vest as to 100% of the underlying PubCo Shares.

The foregoing summaries of the restricted stock unit agreement are qualified in their entirety by reference to the text of the African Agriculture, Inc. 2022 Incentive Plan and form Restricted Stock Unit Agreement, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

African Agriculture Executive Bonus Amendment

As disclosed in the Definitive Proxy Statement, on November 1, 2022 African Agriculture entered into those certain Transaction Bonus and Release Agreements with African Discovery Group, Inc. (“AFDG”) and Harry Green, African Agriculture’s Chief Financial Officer (the “Release Agreements”). Alan Kessler, African Agriculture’s Chief Executive Officer, is the Chief Executive Officer and majority stockholder of AFDG and, as such, has an indirect interest in any payment made to AFDG pursuant to the terms of the Release Agreements. Pursuant to the Release Agreements, AFDG and Mr. Green were each entitled to a one-time transaction bonus of $300,000 and $400,000, respectively, upon consummation of the Business Combination and in consideration of ADFG and Mr. Green’s waiver of all claims to any unpaid wages, bonuses, commissions or other compensation arising prior to the consummation of the Business Combination.

Following the mailing date of the Definitive Proxy Statement, on November 27, 2023, African Agriculture amended the Release Agreements to provide that the bonuses contemplated by such Release Agreements will be recharacterized as retention bonuses payable no later than August 21, 2024, subject to each recipient’s continued service as of the payment date.

The foregoing summaries of the amended Release Agreements for each of Harry Green and African Discovery Group, Inc. are qualified in their entirety by reference to the text of each amended Transaction Bonus and Release filed as Exhibits 10.3 and 10.4 hereto and each is incorporated herein by reference.

No Offer

This communication is for informational purposes only and shall neither constitute an offer to sell nor the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdictions. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.

Additional Information and Where to Find It

In connection with the Business Combination, 10X II filed a Registration Statement on Form S-4 (File No. 333-269342) (as may be amended or supplemented from time to time, the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) on January 20, 2023, which was declared effective on November 7, 2023. 10X II has mailed a definitive proxy statement/prospectus (the “Definitive Proxy Statement”) and other relevant documents to its shareholders. 10X II’s shareholders and other interested persons are advised to read the Definitive Proxy Statement and any other relevant documents that have been or will be filed with the SEC in connection with 10X II’s solicitation of proxies for its shareholders’ meeting to be held to approve, among other things, the Business Combination because such documents contain, or will contain, important information about 10X II, African Agriculture and the Business Combination. Shareholders may obtain a free copy of the Definitive Proxy Statement, as well as other relevant documents that have been or will be filed with the SEC, without charge, at the SEC’s website located at www.sec.gov. Shareholders may also obtain copies of the Definitive Proxy Statement by directing a request to Morrow Sodali by telephone by dialing (800) 662-5200 or (203) 658-9400 or by sending an email to VCXA.info@investor.morrowsodali.com.

Participants in the Solicitation

10X II, African Agriculture and their respective directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from 10X II’s shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of 10X II’s directors and officers in 10X II’s filings with the SEC, including the Registration Statement, and such information and names of African Agriculture’s directors and executive officers is also in the Registration Statement, which includes the Definitive Proxy Statement.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K (this “Current Report”) includes, and oral statements made from time to time by representatives of 10X II may include, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. 10X II bases these forward-looking statements on its current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties, and assumptions about 10X II that may cause 10X II’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements include, but are not limited to, the Business Combination and related matters, including the shareholders meeting to be held to approve the Business Combination and actions to be taken in connection with the Business Combination as well as other statements other than statements of historical fact included in the Definitive Proxy Statement.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by 10X II and its management, and African Agriculture and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the outcome of any legal proceedings that may be instituted against 10X II, African Agriculture, the combined company following the consummation of the Business Combination or others following the announcement of the Business Combination; (3) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of 10X II or the stockholders of African Agriculture or to satisfy other closing conditions; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability to meet stock exchange listing standards at or following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of African Agriculture as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that African Agriculture or the combined company may be adversely affected by other economic, business and/or competitive factors; (11) shareholder approval of the proposals at the EGM; (12) 10X II’s inability to complete an initial business combination within the required time period; and (13) other risks and uncertainties described in 10X II’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 under the heading “Item 1A. Risks Factors,” in the Registration Statement, in the Definitive Proxy Statement and in other reports 10X II files with the SEC.

Nothing in this Current Report should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. All such forward-looking statements speak only as of the date of this Current Report. Neither 10X II nor African Agriculture gives any assurance that 10X II or African Agriculture will achieve its expectations. Accordingly, undue reliance should not be placed upon the forward-looking statements. 10X II and African Agriculture expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in 10X II’s expectations with regard thereto or any change in events, conditions, or circumstances on which any such statement is based. All subsequent written or oral forward-looking statements attributable to 10X II or persons acting on 10X II’s behalf are qualified in their entirety by this “Cautionary Note Regarding Forward-Looking Statements.”

No Offer or Solicitation

This Current Report shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Business Combination. This Current Report shall also not constitute an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Second Amendment to Agreement and Plan of Merger, dated as of November 29, 2023, by and among 10X Capital Venture Acquisition Corp. II, 10X AA Merger Sub, Inc., and African Agriculture, Inc.
10.1		Form of Cash-Settled Equity Derivative Confirmation.
10.2		African Agriculture, Inc. 2022 Incentive Plan and form Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.22 to the Registrant’s registration statement on Form S-4/A filed on October 30, 2023) (File No. 333-269342).
10.3		Transaction Bonus and Release, dated November 28, 2023 by and between African Agriculture Inc. and Harry Green.
10.4		Transaction Bonus and Release, dated November 28, 2023 by and between African Agriculture Inc. and African Discovery Group Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 29, 2023

	10X CAPITAL VENTURE ACQUISITION CORP. II

	By:	/s/ Hans Thomas
	Name:	Hans Thomas
	Title:	Chairman and Chief Executive Officer

Exhibit 2.1

SECOND AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Second Amendment”) is entered into as of November 29, 2023, 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”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.

RECITALS

WHEREAS, the parties hereto entered into that certain Agreement and Plan of Merger, dated as of November 2, 2022 (as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of January 3, 2023 and as may be amended, modified or supplemented from time to time, the “Agreement”);

WHEREAS, the parties hereto desire to further amend the Agreement in accordance with Section 11.10 thereof as more fully set forth herein in order, among other things, to amend certain agreements and covenants of the parties.

NOW THEREFORE, in consideration of the mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:

AGREEMENT

1. Amendment.

(a) The following definitions are hereby added to the Agreement.

“Waiver Consideration Shares” shall mean 3,000,000 shares of Acquiror Common Stock, consisting of Recycled Waiver Consideration Shares and Newly Issued Waiver Consideration Shares.

“Former SPAC Share” means, each share of Acquiror Common Stock that will be received following Closing, upon conversion of an Acquiror Ordinary Shares and for which such holder did not elect an Acquiror Share Redemption, which for the avoidance of doubt includes shares of Acquiror Common Stock received upon conversion of (i) Acquiror Public Shares, (ii) Acquiror Class A Ordinary Shares underlying Private Placement Units and (iii) Acquiror Class B Ordinary Shares, but excludes (iv) shares of Acquiror Common Stock issued as consideration for services.

“Newly Issued Waiver Consideration Shares” means newly issued shares of Acquiror Common Stock issued to Private Holders in a private placement.

“Public Holder” means a holder of Former SPAC Shares that received such shares upon conversion of Acquiror Public Shares.

“Private Holder” means a holder of Former SPAC Shares that received such shares upon conversion of (i) Acquiror Class A Ordinary Shares underlying Private Placement Units or (ii) Acquiror Class B Ordinary Shares.

“Recycled Waiver Consideration Shares” means the shares of Acquiror Common Stock registered on the Registration Statement and assigned by the Shareholder to the Waiver Consideration Pool (as such term is defined in the Support Agreement Amendment) for the benefit of Public Holders pursuant to Section 2(d) of the Support Agreement Amendment.

(b) The definition of “Offtake Agreement” is hereby replaced in the Agreement as follow.

“Offtake Agreement” means a fully executed and binding agreement for the sale and delivery of products by the Company or a Subsidiary thereof to the counterparty thereto, as may be approved by the Board.

2.06 Waiver Consideration Share Issuance. Immediately prior to Closing, each Former SPAC Share shall be granted its pro rata right to receive a portion of the Waiver Consideration Shares. Immediately prior to Closing Acquiror and Company shall, or shall cause the Stockholder to, transfer to holders of Former SPAC Shares that are Public Holders, such holders right to receive a pro rata portion of the Waiver Consideration Shares in the form of Recycled Waiver Consideration Shares. At Closing Acquiror shall issue to holders of Former SPAC Shares that are Private Holders, such holders pro rata portion of the Waiver Consideration Shares in the form of Newly Issued Waiver Consideration Shares. Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Acquiror Common Stock shall be issued pursuant to this Section 2.06, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a holder of Acquiror Common Stock. In lieu of the issuance of any such fractional share, Acquiror shall pay to each holder who otherwise would be entitled to receive such fractional share, after aggregating all fractional shares that otherwise would be paid to such person, one (1) share of Acquiror Common Stock.

(d) The following Section 9.02(f) is hereby added to the Agreement.

9.02(f) Company Support Agreement. The Company shall have delivered to Acquiror an amendment to the Company Support Agreement (the “Support Agreement Amendment”) by and among the Acquiror, the Company and the shareholder party thereto (the “Shareholder”), in the form of Exhibit A hereto.

(e) Exhibit F to the Agreement is amended and restated in its entirety in the form attached as Exhibit F hereto.

(f) The parties hereby irrevocably waive Section 6.11 of the Agreement

2. Confirmation. Except as otherwise provided herein, the provisions of the Agreement shall remain in full force and effect in accordance with their respective terms following the execution of this Second Amendment.

3. Governing Law; Jurisdiction; Waiver of Jury Trial; Enforcement. Section 11.06, Section 11.12 and Section 11.13 of the Agreement are hereby incorporated by reference into this Second Amendment, mutatis mutandis.

4. Headings. The descriptive headings contained in this Second Amendment are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Second Amendment.

5. Counterparts. This Second Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Second Amendment by electronic means, including DocuSign, e-mail, or scanned pages, shall be effective as delivery of a manually executed counterpart to this Second Amendment.

[Signature Pages Follow]

IN WITNESS WHEREOF, Acquiror, Merger Sub and the Company have caused this Second Amendment to be executed and delivered as of the date first written above by their respective officers thereunto duly authorized.

10X CAPITAL VENTURE ACQUISITION Corp. II

By:	/s/ Hans Thomas
	Name:	Hans Thomas
	Title:	Chairman and Chief Executive Officer

10X AA Merger Sub, Inc.

By:	/s/ Hans Thomas
	Name:	Hans Thomas
	Title:	Chairman and Chief Executive Officer

AFRICAN AGRICULTURE INC.

By:	/s/ Alan Kessler
	Name:	Alan Kessler
	Title:	Chairman and CEO

EXHIBIT A

FIRST Amendment To COMPANY support agreement

THIS FIRST AMENDMENT TO COMPANY SUPPORT AGREEMENT (this “Amendment”) is made and entered into as of [●], 2023 by and among 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (“Acquiror”), African Agriculture, Inc., a Delaware corporation (the “Company”), and [ ] (the “Stockholder”). Each of Acquiror, the Stockholder and African Agriculture is sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Merger Agreement (as defined below).

RECITALS

WHEREAS, the Parties entered into the Company Support Agreement (the “Company Support Agreement”), dated as of [ ], 2022, and now wish to amend the Company Support Agreement in accordance with the terms of the Company Support Agreement and this Amendment.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the value, receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT

1. Amendment. The following Section 2(d) is hereby added to the Company Support Agreement:

(d) The Stockholder hereby assigns its right to receive a number of shares (the “Recycled Waiver Consideration Shares”) of Acquiror Common Stock that the Stockholder would otherwise be entitled to receive pursuant to the terms of the Merger Agreement, to a pool (the “Waiver Consideration Pool”) for the benefit of Public Holders of Former SPAC Shares, which Recycled Waiver Consideration Shares will be issued in accordance with Section 2.06 of the Merger Agreement. The amount of Recycled Waiver Consideration Shares shall be 3,000,000, divided by the quotient received by dividing (i) the number of Former SPAC Shares by (ii) the number of Former SPAC Shares held by Public Holder. Stockholder further agrees to take all necessary action to effect the actions described in Section 2.06 of the Merger Agreement.

2. Confirmation. Except as otherwise provided herein, the provisions of the Company Support Agreement shall remain in full force and effect in accordance with their respective terms following the execution of this Amendment.

3. Governing Law; Jurisdiction; Waiver of Jury Trial; Enforcement. Section 10 of the Company Support Agreement is hereby incorporated by reference into this Amendment, mutatis mutandis.

4. Headings. The descriptive headings contained in this Amendment are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Amendment.

5. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by electronic means, including DocuSign, e-mail, or scanned pages, shall be effective as delivery of a manually executed counterpart to this Amendment.

EXHIBIT F

LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [ ● ], 2022 between [ ● ], a [ ● ] (the “Stockholder”)¹ and 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (“10X”). The Stockholder and 10X 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).

WHEREAS, 10X, African Agriculture Inc., a Delaware corporation and 10X AA Merger Sub, Inc., a Delaware corporation, entered into that certain Agreement and Plan of Merger, dated as of November 2, 2022 (as it may be amended, restated or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”);

WHEREAS, the Merger Agreement contemplates that the Stockholder will receive [ ● ] ([ ● ]) shares of Acquiror Common Stock (as defined in the Merger Agreement) at Closing (the “Stockholder Shares”); and

WHEREAS, the Merger Agreement contemplates that the Parties will enter into this Agreement, pursuant to which the Acquiror Common Stock held by the Stockholder immediately after the Effective Time (together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted) shall become subject to limitations on disposition as set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and intending to be legally bound hereby, the Parties hereby agree as follows:

1. For purposes of this Agreement:

(a) the term “First Lock-Up Period” means the period beginning on the Closing Date and ending on the date that is six (6) months after the Closing Date;

(b) the term “Lock-up Period” means the First Lock-Up Period, the Second Lock-Up Period and the the Third Lock-Up Period; provided, that the Parties may mutually agree to shorten the duration of or otherwise waive the Lock-up Period;

(c) the term “Lock-up Shares” means the shares of Acquiror Common Stock held by the Stockholder immediately following the Closing (for the avoidance of doubt, (x) including the Stockholder Shares, and (y) excluding shares of Acquiror Common Stock acquired in the public market, together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted); provided that, for the avoidance of doubt, shares not owned by the Stockholder at Closing shall not be considered “Lock-up Shares”;

(d) the term “Permitted Transferees” means any Person to whom the Stockholder is permitted to transfer Lock-up Shares prior to the expiration of a Lock-up Period pursuant to Section 2(a);

Note to Draft: To be executed by each AA director, executive officer and any post-closing pubco stockholder who owns more than 1% upon closing.

(e) the term “Prospectus” means the final prospectus of 10X, filed with the United States Securities and Exchange Commission (File No. 333-253867) on August 10, 2021;

(f) the term “Second Lock-Up Period” means the period beginning on the date that is six (6) months after the Closing Date and ending on the date that is twelve (12) months after the Closing Date;

(g) the term “Third Lock-Up Period” means the period from the Closing Date to the latter of (i) twelve (12) months after the Closing Date and (ii) the date upon which the Company enters into an Offtake Agreement (as such term is defined in the Merger Agreement); and

(h) the term “Transfer” means the (A) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations promulgated thereunder, with respect to, any security, (B) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (C) public announcement of any intention to effect any transaction specified in clause (A) or (B).

2. Lock-Up Provisions.

(a) Notwithstanding the provisions set forth in Section 2(b), the Stockholder or its Permitted Transferees may Transfer the Lock-up Shares during any Lock-up Period (i) to 10X’s officers or directors, (ii) to any Affiliates of the Stockholder; (iii) in respect of (i) or (ii), in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is the Stockholder, a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (iv) in respect of (i), (ii) or (iii), in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (v) by virtue of the laws of the State of Delaware or the Stockholder limited partnership agreement upon dissolution of the Stockholder or (vi) in connection with sales, the proceeds of which will be applied solely to cover applicable taxes owed by the holder thereof in connection with the issuance of equity awards from the Company, in each case, subject to any such transferee signing a joinder hereto agreeing to be bound by all provisions hereof to the same extent as the Stockholder.

(b) The Stockholder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares during any Lock-Up Period (the “Transfer Restriction”), except in accordance with the following:

(i)

with respect to [ ● ]² ([ ● ]) Lock-Up Shares (the “First Tranche”), no Transfer Restrictions shall apply to the First Tranche after the expiration of the First Lock-Up Period;

(ii)

during the Second Lock-Up Period, the Transfer Restriction shall expire with respect to an additional [ ● ]³ ([ ● ]) Lock-Up Shares (the “Second Tranche”), upon the date on which the last reported sale price of the Acquiror Common Stock exceeds $12.00 per share for any twenty (20) trading days within any consecutive thirty (30) trading day period that commences at least six (6) months after the Closing Date (for the avoidance of doubt no Transfer Restriction shall apply to the First Tranche or the Second Tranche after the expiration of the Second Lock-Up Period);

Note to Draft: Amount to be 1/3^rd of the holding company shares received in exchange for the existing equity held by the Stockholder at the time of the signing of the BCA.

(iii)

the Transfer Restriction shall expire with respect to an additional [ ● ] ([ ● ]) Lock-Up Shares (the “Third Tranche”), upon expiration of the Third Lock-Up Period (for the avoidance of doubt no Transfer Restriction shall apply to any Lock-up Shares after the expiration of the Third Lock-Up Period); and

(iv)

on the date on which post-merger 10X completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of post-merger 10X’s stockholders having the right to exchange their shares for cash, securities or other property, the Transfer Restriction will terminate with respect to all Lock-Up Shares.

(c) The per share stock prices referenced in this Agreement will be equitably adjusted on account of any changes in the equity securities of 10X by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means.

(d) If any Transfer is made or attempted contrary to the provisions of this Agreement, such Transfer shall be null and void ab initio, and 10X shall refuse to recognize any such transferee of the Lock-Up Shares as one of its equity holders for any purpose. In order to enforce this Section 2, 10X may impose stop-transfer instructions with respect to the Lock-Up Shares (and any Permitted Transferees and assigns thereof) until the end of any Lock-Up Period, as applicable.

(e) During the applicable Lock-Up Period, each certificate (if any are issued) evidencing any Lock-Up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [ ● ], 2023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

(f) For the avoidance of any doubt, the Stockholder shall retain all of its rights as a shareholder of 10X with respect to the Lock-Up Shares during the applicable Lock-Up Period, including the right to vote any Lock-Up Shares.

3. Miscellaneous.

(a) Effective Date. Section 1 of this Agreement shall become effective at the Effective Time.

(b) Termination of the Merger Agreement. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Effective Time, this Agreement and all rights and obligations of the Parties hereunder shall automatically terminate and be of no further force or effect.

(c) Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by e-mail (having obtained electronic delivery confirmation thereof), (iii) one (1) Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, provided, however, that notice given pursuant to clauses (iii) and (iv) above shall not be effective unless a duplicate copy of such notice is also given in person or by e-mail (having obtained electronic delivery confirmation thereof), in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice):

If to 10X, to:

10X Capital Venture Acquisition Corp. II

1 World Trade Ceter

85^thFloor

New York, NY 10007

Attn: Hans Thomas, Chief Executive Officer

E-mail: hans@10xcapital.com

With a copy to (which shall not constitute notice):

Latham & Watkins LLP
811 Main Street
Suite 3700
Houston, TX 77002

Attn: J. David Stewart

Ryan Maierson

E-mail: j.david.stewart@lw.com

ryan.maierson@lw.com

If to the Stockholder, to:

[ ● ]

Attn: [ ● ]

E-mail: [ ● ]

With a copy to (which shall not constitute notice):

[ ● ]

Attn: [ ● ]

E-mail: [ ● ]

(d) Incorporation by Reference. Sections 1.02 (Construction) 11.03 (Assignment), 11.06 (Governing Law), 11.07 (Captions; Counterparts), 11.09 (Entire Agreement), 11.10 (Amendments), 11.11 (Severability), 11.12 (Jurisdiction; Waiver of Jury Trial), 11.13 (Enforcement) and 11.15 (Non-Survival of Representations, Warranties and Covenants) of the Merger Agreement are incorporated herein by reference and shall apply to this Agreement mutatis mutandis.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

Exhibit 10.1

Date:	November 29, 2023

To:	10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (“10X Capital”) and African Agriculture, Inc., a Delaware corporation (“African Agriculture”).

Address:	1 World Trade Center, 85th Floor, New York, New York 10007

From:	Vellar Opportunities Fund Master, Ltd. (“Seller”)

Re:	Cash-Settled Equity Derivative Transaction

The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller, 10X Capital and African Agriculture on the Trade Date specified below. The term “Counterparty” refers to 10X Capital until the Business Combination (as defined below), then to Pubco (as defined below), following the Business Combination. In connection with the transactions contemplated by the Merger Agreement (as defined below), 10X AA Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of 10X Capital (“Merger Sub”), will merge with and into African Agriculture, with African Agriculture surviving as a wholly-owned subsidiary of 10X Capital. In connection with the consummation of the Business Combination, 10X Capital will change its corporate name to “African Agriculture Holdings Inc.” (“Pubco”) (each such transaction and the other transactions contemplated by the Merger Agreement, collectively, the “Business Combination”). Certain terms of the Transaction shall be as set forth in this Confirmation, with additional terms as set forth in a pricing date notice (the “Pricing Date Notice”) in the form of Schedule A hereto. This Confirmation, together with the Pricing Date Notice(s), constitutes a “Confirmation” and the Transaction constitutes a separate “Transaction” as referred to in the ISDA Form (as defined below).

This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement between Seller, 10X Capital and African Agriculture 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.

The 2006 ISDA Definitions (the “Swap Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and with the Swap Definitions, the “Definitions”), each as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. If there is any inconsistency between the Definitions and this Confirmation, this Confirmation governs. If, in relation to the Transaction to which this Confirmation relates, there is any inconsistency between the ISDA Form, this Confirmation (including the Pricing Date Notice), the Swap Definitions and the Equity Definitions, the following will prevail for purposes of such Transaction in the order of precedence indicated: (i) this Confirmation (including the Pricing Date Notice(s)); (ii) the Equity Definitions; (iii) the Swap Definitions; and (iv) the ISDA Form.

This Confirmation, together with the Pricing Date Notice, shall supplement, form a part of, and be subject to an agreement in the form of the ISDA 2002 Master Agreement (the “ISDA Form”) as if Seller, African Agriculture and Counterparty had executed an agreement in such form (but without any Schedule except as set forth herein under “Schedule Provisions”) on the Trade Date of the Transaction.

The terms of the particular Transaction to which this Confirmation relates are as follows.

General Terms

Type of Transaction:	Share Forward Transaction

Trade Date:	November 29, 2023

Pricing Date:	As specified in a Pricing Date Notice. The initial Pricing Date Notice must be provided by Seller to Counterparty immediately following the Share Transfer and will specify a Pricing Date the trading day following the Share Transfer.

Effective Date:	Two trading days (one “Settlement Cycle”) following the Pricing Date, provided that this Confirmation shall not become effective until the Share Transfer has occurred pursuant to the Share Transfer Agreement.

Valuation Date:	The earlier to occur of (a) the date that is 24 months after the date of the closing of the Business Combination (the date of the closing of the Business Combination, the “Closing Date”) pursuant to the Agreement and Plan of Merger, dated as of November 2, 2022 (as may be amended from time to time, the “Merger Agreement”), by and among 10X Capital, Merger Sub and African Agriculture, (b) the date specified by Seller in a written notice to be delivered to Counterparty at Seller’s sole discretion (which Valuation Date shall not be earlier than the date on which the event that is the subject of the notice occurred) after the occurrence of any of (w) a VWAP Trigger Event or (x) a Delisting Event, (c) the date specified by Seller in a written notice to be delivered to Counterparty at Seller’s sole discretion (which Valuation Date shall not be earlier than the day such notice is effective, and (d) the date specified by Counterparty in a written notice to be delivered to Seller at Counterparty’s sole discretion (which Valuation Date shall not be earlier than the date of an occurrence of an Event of Default by Seller as provided for under the ISDA Form and that is the subject of the notice)) for an Event of Default by Seller (and such specification of a Valuation Date shall be the sole right of Counterparty upon the occurrence of an Event of Default by Seller in lieu of Section 6(a) of the ISDA Form); provided that, so long as the Pubco Shares issued as consideration pursuant to the terms of the Merger Agreement for the AFRAG Shares that constitute the Recycled Shares have been transferred to the Seller’s brokerage account, Seller will not issue any notice contemplated in clauses (b) or (c) of this sentence until the earlier of (i) the delivery to Counterparty by Seller of the first tranche of the Funding Election (as described below) and (ii) in the event Pubco Shares have not yet been delivered to Seller’s brokerage account, 10 calendar days following the closing of the Business Combination. The Valuation Date notice will become effective immediately upon its delivery from Seller to Counterparty in accordance with this Confirmation. In the event the Valuation Date is determined pursuant to clause (c), the Settlement Amount Adjustment will not apply in calculation of the Settlement Amount.

VWAP Trigger Event:	An event that occurs if the VWAP Price, for any 20 trading days during a 30 consecutive trading day-period, is below $2.00 per share.

VWAP Price:	For any scheduled trading day, the volume weighted average price per Share for such day as reported on the relevant Bloomberg Screen “VCXA <Equity> AQR SEC” (or any successor thereto), or if such price is not so reported on such trading day for any reason or is erroneous, or otherwise unavailable or unobtainable, the VWAP Price shall be as reasonably determined in good faith by the Calculation Agent.

Reset Price:	$10.00; provided, that the Reset Price will be reduced upon a Dilutive Offering Reset.

Dilutive Offering Reset:	To the extent the Counterparty, after closing of the Business Combination, sells, enters any agreement to sell or grants any right to reprice, or otherwise disposes of or issues (or announce any offer, sale, grant or any option to purchase or other disposition) any Shares or any securities of the Counterparty or any of its respective subsidiaries that entitle the holder thereof to acquire or sell on behalf of the Counterparty at any time Shares or other securities (including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Shares or other securities) at an effective price per share less than the then existing Reset Price (a “Dilutive Offering”), then the Reset Price shall be modified to equal such reduced price; provided, that without limiting the foregoing, a Dilutive Offering, for the avoidance of doubt, shall include any Shares issued in an at the market offering, equity line of credit or other similar financing, and for any equity line of credit, the Counterparty may not register the shares covered by such equity line of credit, and without the prior written consent of the Seller, may not draw against the equity line of credit, and a Dilutive Offering Reset shall not apply to (i) any grants or issuances of equity awards (or Shares underlying such equity awards, or Shares sold by any award-holder or the Counterparty solely to cover applicable taxes) under the Counterparty’s or African Agriculture’s equity compensation plans, (ii) any Shares issued in connection with the Business Combination pursuant to or as contemplated by the Merger Agreement and disclosed in documents filed with the Securities and Exchange Commission (the “SEC”) by Counterparty in respect of the Business Combination, (iii) Pubco Shares issued by Pubco to the AA Stockholder as described in the Share Issuance Agreement, by and between Counterparty and AA Stockholder or (iv) Shares issued prior to March 31, 2024 in public or private offerings at effective prices equal to or greater than $5.00 per share and with aggregate net proceeds from such Shares not to exceed $10,000,000. In the event that the Counterparty in respect of the Shares engages in a stock split, a reverse stock split or pays dividends in the form of Shares (each, a “Dilutive Issuance”), the Reset Price shall be adjusted to reflect the effect of the Dilutive Issuance. In the event that the Counterparty engages in a Variable Rate Transaction, a Dilutive Offering will have been deemed to have occurred and the price of such Dilutive Offering will be deemed to be the lowest price contemplated under the transaction documentation of the Variable Rate Transaction. Counterparty shall not undertake a Dilutive Offering, including a Variable Rate Transaction, with an effective price (which for these purposes shall be the economic cost basis at which an investor in the Variable Rate Transaction is at risk, including in the calculation of such effective price any fees or reimbursement of expenses that the investor receives as part of a transaction) of less than $5.00 per Share (assuming no Dilutive Issuance has occurred) without the prior written consent of the Seller, which shall not be unreasonably withheld. “Variable Rate Transaction” means a transaction in which the Counterparty or its subsidiaries issues or sells any convertible securities either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Shares at any time after the initial issuance of such convertible securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such convertible securities or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Counterparty, or the market for the Shares, other than pursuant to a customary “weighted average” anti-dilution provision.

Seller:	Seller.

Buyer:	Counterparty.

Shares:	Prior to the closing of the Business Combination, shares of the common stock, par value $0.0001 per share, of African Agriculture (“AFRAG Shares”) and, after the closing of the Business Combination, shares of common stock, par value $0.0001 per share, of Pubco (“Pubco Shares”).

Number of Shares:	The sum of (i) the number of Recycled Shares less (ii) the Number of Shares Adjustment, and less (iii) the number of Terminated Shares. The Number of Shares is subject to reduction only as described under “Optional Early Termination” or “Transfer or Assignment.”

Maximum Number of Shares:	11,500,000 Pubco Shares.

Recycled Shares:	The number of AFRAG Shares acquired by Seller from a stockholder of African Agriculture (the “AA Stockholder”) pursuant to a share transfer agreement (the “Share Transfer Agreement” and such acquisition of Shares, the “Share Transfer”) that is equal to the result of (x) 11,500,000 divided by (y) the Exchange Ratio (as defined in the Merger Agreement), such that at the closing of the Business Combination, the Seller will receive that consideration provided for in the Merger Agreement that a holder of AFRAG Shares is entitled to receive pursuant to the Merger Agreement, consisting of 11,500,000 Pubco Shares (the “Number of Recycled Shares”), which is what the Seller shall specify in the initial Pricing Date Notice.

Variable Obligation:	Not applicable.

Exchanges:	The Nasdaq Stock Market.

Related Exchange(s)	All Exchanges.

Payment Dates:	Following the Business Combination, the 15^th day and the last day of each month or, if such date is not a Local Business Day, the next following Local Business Day, until the Valuation Date.

Reimbursement of Legal Fees and Other Expenses:	Counterparty shall pay to Seller an amount equal to the reasonable and documented attorney fees and other reasonable out-of-pocket expenses related thereto actually incurred by Seller or its affiliates in connection with this Transaction, not to exceed $100,000 in the aggregate.

Settlement Terms

Settlement Method Election:	Not Applicable.

Settlement Method:	Cash Settlement.

Settlement Amount:	In the event the Valuation Date is determined by clause (c) of the above section entitled Valuation Date, a cash amount equal to (1) the Number of Shares, multiplied by (2) the closing price of the Shares on the Exchange Business Day immediately preceding the Valuation Date. In the event the Valuation Date is determined by clause (d) of the above section entitled Valuation Date, a cash amount equal to the Number of Shares as of the Valuation Date, multiplied by the VWAP Price over the Valuation Period, provided that the Pubco Shares received have been registered under the registration statement on Form S-4 filed by 10X Capital or are freely tradable by Seller without restriction. For the sake of clarity, in the event the Valuation Date is determined by clause (d) of the above section entitled Valuation Date, there shall be no Settlement Amount Adjustment. In all other cases, a cash amount equal to (1) the Number of Shares as of the Valuation Date, multiplied by the VWAP Price over the Valuation Period less (2) the Settlement Amount Adjustment, provided that the Pubco Shares received have been registered under the registration statement on Form S-4 filed by 10X Capital or are freely tradable by Seller without restriction. Unless the Valuation Date is determined by clause (c) of the above section entitled “Valuation Date,” Shares that are neither registered under the registration statement on Form S-4 filed by 10X Capital nor would not be transferable without any restrictions, including the requirement for the Counterparty to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or the volume and manner of sale limitations under Rule 144(e), (f) and (g) under the Securities Act, will not be included in the calculation of the Settlement Amount.

Settlement Amount Adjustment:	A cash amount equal to the product of (1) (a) the Maximum Number of Shares less (b) any Terminated Shares as of the Valuation Date, multiplied by (2) $2.00.

Number of Shares Adjustment:	A number of Shares provided in a Number of Shares Adjustment Notice by Seller with actual aggregate proceeds equal to the Additional Funds Seller provided pursuant to a Funding Election.

Valuation Period:	The period commencing on the first Exchange Business Day immediately following the Valuation Date (or if the Valuation Date is not an Exchange Business Day, the first Exchange Business Day thereafter) and ending at 4:00 p.m. on the Exchange Business Day on which 10% of the total volume traded in the Shares over the period has reached an amount equal to the Number of Shares outstanding as of the Valuation Date less the number of Shares owned by Seller that are neither registered under the registration statement on Form S-4 filed by 10X Capital nor otherwise eligible for resale, including under Rule 144 (but only counting such Shares that are eligible for resale under Rule 144 to the extent the Counterparty is in compliance with the requirements of Rule 144(i)(2) for the entire period) (such concluding Exchange Business Day of the Valuation Period, the “Maturity Date”).

Settlement Currency:	USD.

Cash Settlement Payment Date:	The 25^th trading day immediately following the Maturity Date. For the avoidance of doubt, the Seller will remit to the Counterparty on the Cash Settlement Payment Date an amount equal to the Settlement Amount and will not otherwise be required to return to the Counterparty any of the Shares; provided, that if the Settlement Amount is a negative number neither the Seller nor the Counterparty shall be liable to the other party for any payment under this section.

Excess Dividend Amount:	Ex Amount.

Optional Early Termination:	From time to time and on any date following the Business Combination and following an OET Notice regarding Recycled Shares (any such date, an “OET Date”) and subject to the terms and conditions below, Seller may, in its absolute discretion, terminate the Transaction in whole or in part by providing written notice to Counterparty (the “OET Notice”), that specifies the quantity of Shares and the amount by which the Number of Shares shall be reduced (such quantity, the “Terminated Shares”). For the avoidance of doubt, “Terminated Shares” includes only Shares specified in an OET Notice, and does not include any other Shares, whether or not sold, that the Seller does not elect to include in an OET Notice, and no such shares will be included in the definition of Terminated Shares or included when calculating the number of Terminated Shares. The effect of an OET Notice shall be to reduce the Number of Shares by the number of Terminated Shares specified in the OET Notice with effect as of the relevant OET Date. As of each OET Date, Counterparty shall be entitled to an amount from Seller, and the Seller shall pay to Counterparty an amount, equal to the product of (x) the number of Terminated Shares and (y) the Reset Price in respect of such OET Date (an “Early Termination Obligation”). Seller shall pay each Early Termination Obligation to an account designated by Counterparty on the first Payment Date following the OET Date. The remainder of the Transaction, if any, shall continue in accordance with its terms. For the avoidance of doubt, no other amounts as may be set forth in Section 16.1 and 18.1 of the Swap Definitions shall be due to Counterparty upon an Optional Early Termination. For the sake of clarity, the Reset Price used for determining the Early Termination Obligation shall be the Reset Price in effect at the time of the OET Date, and not as of the date of any sale of Shares made by the Seller that represent Terminated Shares.

Funding Election:	Provided that (a) the Valuation Date has not yet occurred, (b) the Share Transfer has occurred prior to African Agriculture’s stockholders approving the Business Combination, (c) the Pubco Shares issued as consideration pursuant to the terms of the Merger Agreement for the AFRAG Shares that constitute the Recycled Shares having been transferred to the Seller’s brokerage account, which transfer shall occur no later than 5 Local Business Days after the closing of the Business Combination, and (d) the issuance of such Pubco Shares shall be registered under the registration statement on Form S-4 filed by 10X Capital with respect to the Business Combination such that such Pubco Shares upon delivery to Seller’s brokerage account are freely tradable by Seller without restriction, Seller shall provide up to $11,500,000 (the “Additional Funds”) in five tranches to an account designated by Counterparty, of which certain amounts shall be paid by the Seller directly to third parties, as specified in Schedule B, in satisfaction of amounts owed to such parties by 10X Capital or Pubco as follows: First tranche of $5,750,000 funded one Settlement Cycle following the transfer to the Seller’s brokerage account of the Pubco Shares issued as consideration pursuant to the terms of the Merger Agreement for the AFRAG Shares that constitute the Recycled Shares. Second tranche of $1,437,500 funded 30 days after the first tranche. Third tranche of $1,437,500 funded 30 days after the second tranche. Fourth tranche of $1,437,500 funded 30 days after the third tranche. Fifth tranche of $1,437,500 funded 30 days after the fourth tranche.

Share Adjustments

Method of Adjustment:	Calculation Agent Adjustment.

Extraordinary Events:

Consequences of Merger Events involving Counterparty:

Share-for-Share:	Calculation Agent Adjustment.

Share-for-Other:	Cancellation and Payment.

Share-for-Combined:	Component Adjustment.

Tender Offer:	Applicable; provided, however, that Section 12.1(d) of the Equity Definitions is hereby amended by (i) replacing the reference therein to “10%” with “25%” and (ii) adding “, or of the outstanding Shares,” before “of the Issuer” in the fourth line thereof. Sections 12.1(e) and 12.1(l)(ii) of the Equity Definitions are hereby amended by adding “or Shares, as applicable,” after “voting Shares”.

Consequences of Tender Offers:

Share-for-Share:	Calculation Agent Adjustment.

Share-for-Other:	Calculation Agent Adjustment.

Share-for-Combined:	Calculation Agent Adjustment.

Composition of Combined Consideration:	Not Applicable.

Nationalization, Insolvency or Delisting:	Cancellation and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the Nasdaq Global Select Market, Nasdaq Capital Market or the Nasdaq Global Market (or their respective successors) or such other exchange or quotation system which, in the determination of the Calculation Agent, has liquidity comparable to the aforementioned exchanges; if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.

Business Combination Exclusion:	Notwithstanding the foregoing or any other provision herein, the parties agree that the Business Combination shall not constitute a Merger Event, Tender Offer, Delisting or any other Extraordinary Event hereunder.

Additional Disruption Events:

(a) Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof.

(b) Failure to Deliver:	Not Applicable.

(c) Insolvency Filing:	Applicable.

(d) Hedging Disruption:	Not Applicable.

(e) Increased Cost of Hedging:	Not Applicable.

(f) Loss of Stock Borrow:	Not Applicable.

(g) Increased Cost of Stock Borrow:	Not Applicable.

Determining Party:	For all applicable events, Seller, unless (i) an Event of Default, Potential Event of Default or Termination Event has occurred and is continuing with respect to Seller, or (ii) if Seller fails to perform its obligations as Determining Party, in which case a Third Party Dealer (as defined below) in the relevant market selected by Counterparty will be the Determining Party.

Additional Provisions:

Calculation Agent:	Seller, unless (i) an Event of Default, Potential Event of Default or Termination Event has occurred and is continuing with respect to Seller, or (ii) if Seller fails to perform its obligations as Calculation Agent, in which case an unaffiliated dealer in the relevant market selected by Counterparty in its reasonable discretion will be the Calculation Agent. In the event that a party (the “Disputing Party”) does not agree with any determination made (or the failure to make any determination) by the Calculation Agent or the Determining Party, the Disputing Party shall have the right to require that the Calculation Agent or the Determining Party, as applicable, have such determination reviewed by a disinterested third party that is a dealer in derivatives of the type that is the subject of the dispute and that is not an Affiliate of either party (a “Third Party Dealer”). Such Third Party Dealer shall be jointly selected by the parties within one Local Business Day after the Disputing Party’s exercise of its rights hereunder (once selected, such Third Party Dealer shall be the “Substitute Calculation Agent” or “Substitute Determining Party,” as applicable). If the parties are unable to agree on a Substitute Calculation Agent or Substitute Determining Party, as applicable, within the prescribed time, each of the parties shall elect a Third Party Dealer and such two dealers shall agree on a Third Party Dealer by the end of the subsequent Local Business Day. Such Third Party Dealer shall be deemed to be the Substitute Calculation Agent or Substitute Determining Party, as applicable. Any exercise by the Disputing Party of its rights hereunder must be in writing and shall be delivered to the Calculation Agent or Determining Party, as applicable, not later than the third Local Business Day following the Local Business Day on which the Calculation Agent or Determining Party, as applicable, notifies the Disputing Party of any determination made (or of the failure to make any determination). Any determination by the Substitute Calculation Agent or Substitute Determining Party, as applicable, shall be binding in the absence of manifest error and shall be made as soon as possible but no later than the second Local Business Day following the Substitute Calculation Agent’s or Substitute Determining Party’s, appointment, as applicable. The costs of such Substitute Calculation Agent or Substitute Determining Party, as applicable, shall be borne by (a) the Disputing Party if the Substitute Calculation Agent or Substitute Determining Party, as applicable, substantially agrees with the Calculation Agent or Determining Party, or (b) the non-Disputing Party if the Substitute Calculation Agent or Substitute Determining Party, as applicable, does not substantially agree with the Calculation Agent or Determining Party, as applicable. If, after following the procedures and within the specified time frames set forth above, a binding determination is not achieved, the original determination of the Calculation Agent or Determining Party, as applicable, shall apply. In determining the Valuation Period, the Calculation Agent in its reasonable discretion may exclude any volumes traded during the opening and closing auctions of any Exchange Business Day (including any reopenings pursuant to a suspension in trading or other extraordinary event). Following any adjustment, determination or calculation by the Calculation Agent hereunder, upon a written request by Counterparty (which may be by email), the Calculation Agent will promptly (but in any event within five Exchange Business Days) provide to Counterparty by email to the email address provided by Counterparty in such written request a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such adjustment, determination or calculation (including any quotations, market data or information from internal or external sources, and any assumptions used in making such adjustment, determination or calculation), it being understood that in no event will the Calculation Agent be obligated to share with Counterparty any proprietary or confidential data or information or any proprietary or confidential models used by it in making such adjustment, determination or calculation or any information that is subject to an obligation not to disclose such information.

Non-Reliance:	Applicable.

Agreements and Acknowledgements Regarding Hedging Activities:	Applicable.

Additional Acknowledgements:	Applicable.

Schedule Provisions:

Specified Entity:	In relation to both Seller and Counterparty for the purpose of: Section 5(a)(v), Not Applicable Section 5(a)(vi), Not Applicable Section 5(a)(vii), Not Applicable

Cross-Default	The “Cross-Default” provisions of Section 5(a)(vi) of the ISDA Form will not apply to either party.

Credit Event Upon Merger	The “Credit Event Upon Merger” provisions of Section 5(b)(v) of the ISDA Form will not apply to either party.

Automatic Early Termination:	The “Automatic Early Termination” of Section 6(a) of the ISDA Form will not apply to either party.

Other Events of Early Termination	Notwithstanding anything to the contrary herein, in the Definitions or in the ISDA Form, if the Business Combination does not close and the SPAC liquidates this Transaction shall automatically terminate as of the time when redemptions are first effected without any amounts or other obligations being owed by either party to the other hereunder except for the payment by Counterparty to Seller of any amounts owing pursuant to “Reimbursement of Legal Fees and Other Expenses” herein.

Termination Currency:	United States Dollars.

Additional Termination Events:	Will apply to Seller. The occurrence of any of the following events shall constitute an Additional Termination Event in respect of which Seller shall be the Affected Party. (a) The Merger Agreement is terminated pursuant to its terms prior to the closing of the Business Combination. Notwithstanding anything to the contrary herein, in the Definitions or in the ISDA Form, if an Early Termination Date is designated as a result of an Additional Termination Event, then this Transaction will terminate as of such Early Termination Date without any amounts or other obligations being owed by either party to the other hereunder, other than with respect to the terms set forth above under “Reimbursement of Legal Fees and Other Expenses” and below under “g. Waiver”. Notwithstanding the foregoing, Counterparty’s obligations set forth under the captions, “Reimbursement of Legal Fees and Other Expenses,” and “Other Provisions — (4) Indemnification” shall survive any termination due to the occurrence of either of the foregoing Additional Termination Events.

Governing Law:	New York law (without reference to choice of law doctrine other than Sections 5-1401 and 5-1402 of the General Obligations Law).

Forum:	The courts of the State of New York located in New York County and the United States District Court for the Southern District of New York.

Credit Support Provider:	With respect to Seller and Counterparty, None.

Local Business Days:	Seller specifies the following places for the purposes of the definition of Local Business Day as it applies to it: New York. Counterparty specifies the following places for the purposes of the definition of Local Business Day as it applies to it: New York.

Representations, Warranties and Covenants

Each of 10X Capital, African Agriculture and Seller represents and warrants to, and covenants and agrees with, the other as of the date on which it enters into the Transaction that (in the absence of any written agreement between the parties that expressly imposes affirmative obligations to the contrary for the Transaction) as follows.

Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into the Transaction and as to whether the Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into the Transaction, it being understood that information and explanations related to the terms and conditions of the Transaction will not be considered investment advice or a recommendation to enter into the Transaction. No communication (written or oral) received from the other party will be deemed to be an assurance or guarantee as to the expected results of the Transaction.

Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Transaction. It is also capable of assuming, and assumes, the risks of the Transaction.

Non-Public Information. It is in compliance with Section 10(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Eligible Contract Participant. It is an “eligible contract participant” under, and as defined in, the Commodity Exchange Act (7 U.S.C. § 1a(18)) and CFTC regulations (17 CFR § 1.3).

Tax Characterization. It shall treat the Transaction as a derivative financial contract for U.S. federal income tax purposes, and it shall not take any action or tax return filing position contrary to this characterization, except to the extent otherwise required by a “determination” within the meaning of Section 1313 of the Internal Revenue Code of 1986, as amended, or any similar provision of state, local or foreign law.

Investment Company Act. It is not and, after giving effect to the Transaction, will not be required to register as an “investment company” under, and as such term is defined in, the Investment Company Act of 1940, as amended.

Authorization. The Transaction, including this Confirmation, has been entered into pursuant to authority granted by its board of directors or other governing authority. It has no internal policy, whether written or oral, that would prohibit it from entering into any aspect of the Transaction, including, but not limited to, the purchase of Shares to be made in connection therewith.

Affiliate Status. It is the intention of the parties hereto that Seller shall not be an “affiliate” (as such term is defined in Rule 405 under the Securities Act) of African Agriculture or Counterparty, including 10X Capital or Pubco, following the closing of the Business Combination, as a result of the transactions contemplated hereunder.

Counterparty represents and warrants to, and covenants and agrees with, Seller as of the date on which it enters into the Transaction as follows.

Non-Reliance. Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that Seller is not making any representations or warranties or taking any position or expressing any view with respect to the treatment of the Transaction under any accounting standards.

Solvency. Each of Counterparty and African Agriculture shall, after giving effect to the Closing, and as of the date of any payment or delivery by Counterparty under the Transaction, have assets having a fair value greater than liabilities. Each of Counterparty and African Agriculture: (i) has not engaged in and will not engage in any business or transaction after which the property remaining with it will be unreasonably small in relation to its business, (ii) has not incurred and does not intend to incur debts beyond its ability to pay as they mature, and (iii) as a result of entering into and performing its obligations under the Transaction, (a) it has not violated and will not violate any relevant state law provision applicable to the acquisition or redemption by an issuer of its own securities and (b) it would not be nor would it be rendered “insolvent” (as such term is defined under Section 101(32) of the Bankruptcy Code or under any other applicable local insolvency regime).

Public Reports. As of the Trade Date, Counterparty is in material compliance with its reporting obligations under the Exchange Act, and all reports and other documents filed by Counterparty with the Securities and Exchange Commission pursuant to the Exchange Act, when considered as a whole (with the most recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

No Distribution. Except with respect to any Shares that may be offered and sold pursuant to the Registration Statement, Counterparty is not entering into the Transaction to facilitate a distribution of the Shares (or any security that may be converted into or exercised or exchanged for Shares, or whose value under its terms may in whole or in significant part be determined by the value of the Shares) or in connection with any future issuance of securities.

SEC Documents. The Counterparty shall not file with the SEC any Form 8-K (or Form 6-K (if applicable)), Registration Statement on Form S-4 (or Form F-4 (if applicable)), including any post-effective amendment thereof, proxy statement, or other document that includes any disclosure regarding this Confirmation or the Transaction without consulting with and reasonably considering any comments received from Seller, provided, that no consultation shall be required with respect to any subsequent disclosures that are substantially similar to prior disclosures by Counterparty that were reviewed by Seller.

Disclosure. Counterparty agrees to comply with applicable SEC guidance in respect of disclosure of the Transaction. Counterparty shall provide Seller with all public disclosure relating to the Transaction, including the press release, Form 8-K and any other filing that announces the Transaction, so that Seller can ensure that such public disclosure adequately discloses the material terms and conditions of the Transaction and all material non-public information disclosed to Seller in connection with the Transaction, and Counterparty shall not file or release any such disclosure without the consent of Seller, provided that if Seller unreasonably withholds consent or does not promptly respond to Counterparty’s request for consent, Counterparty may file or release any such disclosure that should be reasonably acceptable to Seller. Counterparty shall file the Form 8-K announcing the Transaction by 9:30 a.m. Eastern Time on the date immediately following the date that this Confirmation is signed. The Form 8-K announcing the Transaction will include disclosure of the Transaction attach a copy of the Confirmation as an exhibit. Furthermore, within one day of the expiration of the period for submission of requests to redeem shares of Counterparty pursuant to the governing documents of Counterparty in connection with the Business Combination, Counterparty shall file an 8-K with the SEC disclosing how many shares of Counterparty have been requested to be redeemed, how many shares of Counterparty will remain outstanding among such shares that were eligible to be redeemed upon the acceptance of the requests to redeem on the Closing Date, and representing that no redemption reversal requests will be accepted following the deadline to request redemptions, as may be extended, as specified in the organizational documents of 10X Capital.

Listing. The Counterparty agrees to use its best efforts to maintain the listing of the Shares on a national securities exchange; provided, that if the Shares cease to be listed on a national securities exchange or upon the filing of a Form 25 (provided that the Shares have not on such date been conditionally approved for listing on the New York Stock Exchange, the NYSE American stock exchange, the Nasdaq Global Select Market, Nasdaq Capital Market or the Nasdaq Global Market (or their respective successors)) (each a “Delisting Event”), Seller may accelerate the Valuation Date under this Confirmation by delivering notice to the Counterparty and shall be entitled to the Legal Fees and Other Expenses, which shall be due and payable immediately following the Valuation Date.

Regulatory Filings. Counterparty covenants that it will make all regulatory filings that it is required by law or regulation to make with respect to the Transaction.

Regulation M and Approvals. Each of Counterparty and African Agriculture is not on the Trade Date and agrees and covenants on behalf of itself that it will not be on any date Seller is purchasing shares that may be included in a Pricing Date Notice, engaged or engaging in a distribution, as such term is used in Regulation M under the Exchange Act, of any securities of Counterparty, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M. Counterparty and African Agriculture shall not, until the second scheduled trading day immediately following dates referenced in the preceding sentence, engage in any such distribution. Each of Counterparty and African Agriculture also agrees and covenants that the Merger Agreement was executed and all required approvals and consents of African Agriculture security holders in connection with entry into the Merger Agreement have been obtained and any subsequent valuation periods as contemplated under Regulation M under the Exchange Act, shall have been completed in each case no later than 10X Capital’s redemption deadline.

No conflicts. The execution and delivery by Counterparty and African Agriculture of, and the performance by each of Counterparty and African Agriculture of its obligations under, the Transaction and the Confirmation and the consummation of the transactions contemplated by the Confirmation, including the payments and share issuances hereunder, do not and will not result in any breach or violation of or constitute a default under, nor constitute any event which, with notice, lapse of time or both, would result in any breach or violation of or constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under, or result in the creation or imposition of a lien, charge or encumbrance on any property or assets of Counterparty, African Agriculture or any of their respective subsidiaries pursuant to: (i) any provision of applicable law, (ii) the organizational documents of any of Counterparty, African Agriculture or any of their respective subsidiaries, (iii) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument binding upon Counterparty, African Agriculture or any of their respective subsidiaries, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Counterparty, African Agriculture or any of their respective subsidiaries, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Counterparty or African Agriculture of their respective obligations under the Confirmation, except as have been obtained. In addition, Counterparty and African Agriculture covenant and agree not to enter into any agreement or other arrangement that would prohibit, restrict or otherwise prevent the Counterparty, African Agriculture from performing its obligations hereunder, including the making of any payment or Share issuance to the Seller.

Tender Offer Rules. Counterparty, African Agriculture and Seller each acknowledge that the Transaction has been structured, and all activity in connection with the Transaction has been undertaken to comply with the requirements of all tender offer regulations applicable to the Business Combination, including Rule 14e-5 under the Securities Exchange Act of 1934.

Other Transactions. Counterparty and African Agriculture shall not enter into, negotiate or exchange terms with any other party for any other (i) Share Forward Transaction, (ii) any other similar arrangement during the term of this Transaction, or (iii) accept any redemption reversal requests subsequent to the expiration of the period for submission of requests to redeem shares of Counterparty, as may be extended, pursuant to the governing documents of Counterparty in connection with the Business Combination, without the prior written consent of Seller, which shall not be unreasonably withheld.

Regulatory Filings. Seller covenants that it will make all regulatory filings that it is required by law or regulation to make with respect to the Transaction including, without limitation, as may be required by Section 13 or Section 16 (if applicable) under the Exchange Act and, assuming the accuracy of Counterparty’s Repurchase Notices (as described under “Repurchase Notices” below) any sales of the Recycled Shares will be in compliance therewith.

No Shorting. Seller will not effect any Short Sales in respect of the Shares under this Agreement prior to the earlier of a) the Maturity Date and b) the cancellation of the Transaction. “Short Sales” means all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, any and all types of direct and indirect stock pledges, forward sale contracts, liens, options, puts, calls, short sales, swaps (including total return swaps), “put equivalent positions” (as defined in Rule 16a 1(h) under the Exchange Act) and any and all similar arrangements (including on a total return basis). The parties agree that under no circumstances will the sale of Shares by Seller as contemplated by this Transaction be considered, construed, or interpreted to constitute a Short Sale.

Transactions by Seller in the Shares

Subject to any restrictions set forth in this Confirmation, Seller may sell or otherwise transfer, loan or dispose of any of the Shares or any other shares or securities of the Counterparty in one or more public or private transactions at any time. Any Recycled Shares sold by Seller during the term of the Transaction and included on an OET Notice will cease to be included in the Number of Shares.

Unless specified in an OET Notice, no sale of Shares by Seller shall terminate all or any portion of this Confirmation, nothing contained herein shall limit any of Seller’s purchases and sales of Shares.

Trust Account Waiver

Seller hereby waives any and all right, title and interest, or any claim of any kind they have or may have during the term of this Confirmation, in or to any monies held in the Counterparty’s Trust Account and agrees not to seek recourse against the Trust Account in each case, as a result of, or arising out of, this Transaction; provided, however, that nothing herein shall (i) serve to limit or prohibit Seller’s right to pursue a claim against the Counterparty for legal relief against assets held outside the Trust Account, for specific performance or other equitable relief, (ii) serve to limit or prohibit any claims that the Seller may have in the future against the Counterparty’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust Account and any assets that have been purchased or acquired with any such funds), (iii) be deemed to limit Seller’s right, title, interest or claim to the Trust Account by virtue of such Seller’s record or beneficial ownership of securities of the Counterparty acquired by any means other than pursuant to this Transaction or (iv) serve to limit Seller’s redemption right with respect to any such securities of the Seller other than during the term of the Confirmation.

No Arrangements

Seller, Counterparty and African Agriculture each acknowledge and agree that: (i) there are no voting, hedging or settlement arrangements between or among Seller, Counterparty and African Agriculture with respect to any Shares, other than those set forth herein; (ii) Seller may hedge its risk under the Transaction in any way Seller determines (that does not otherwise violate the terms of this Confirmation), provided that Seller has no obligation to hedge with the purchase, sale or maintenance of any Shares or otherwise; (iii) Counterparty and African Agriculture will not be entitled to any voting rights in respect of any of the Shares underlying the Transaction; and (iv) Counterparty and African Agriculture will not seek to influence Seller with respect to the voting or disposition of any Shares.

Wall Street Transparency and Accountability Act

In connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”), the parties hereby agree that neither the enactment of WSTAA or any regulation under WSTAA, nor any requirement under WSTAA or an amendment made by WSTAA, nor any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the date of this Confirmation, shall limit or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate, modify, amend or supplement this Confirmation or the ISDA Form, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event under this Confirmation, the Equity Definitions incorporated herein, or the ISDA Form.

Address for Notices

Notice to Seller

Vellar Opportunities Fund Master, Ltd.

3 Columbus Circle

24th Floor

New York, NY 10019

Attention: General Counsel

Email: gc@cohenandcompany.com

With a copy to:

DLA Piper LLP (US)

555 Mission Street

Suite 2400

San Francisco, CA 94105

Attn: Jeffrey C. Selman

E-mail: jeffrey.selman@us.dlapiper.com

Notice to African Agriculture

African Agriculture, Inc.

415 Park Avenue, 9th Floor

New York, NY 10022

Attention: Harry Green; Alan Kessler

Email: hg@africanagriculture.com; ak@africanagriculture.com

With a copy to:

Morrison Cohen LLP

909 Third Avenue

New York, NY 10022

Attn: Jack Levy; Anthony Saur

Email: jlevy@morrisoncohen.com; amsaur@morrisoncohen.com

Notice to Counterparty

10X Capital Venture Acquisition Corp. II

1 World Trade Center, 85th Floor

New York, New York 10007

Attn: Hans Thomas

E-mail: hans@10xcapital.com

With a copy to:

Latham & Watkins LLP

99 Bishopsgate

London EC2M 3XF

United Kingdom

Attn: J. David Stewart

E-mail: j.david.stewart@lw.com

Following the Closing of the Business Combination

African Agriculture Holdings Inc.

415 Park Avenue, 9th Floor

New York, NY 10022

Attention: Harry Green; Alan Kessler

Email: hg@africanagriculture.com; ak@africanagriculture.com

With a copy to:

Morrison Cohen LLP

909 Third Avenue

New York, NY 10022

Attn: Jack Levy; Anthony Saur

Email: jlevy@morrisoncohen.com; amsaur@morrisoncohen.com

Except as otherwise expressly provided herein, any notice, consent, waiver and other communication hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) upon sending by e-mail, unless there is prompt receipt of a notice of non-delivery, or (iii) one Local Business Day after sending by a reputable, nationally recognized overnight courier service, in each case to the applicable Party at the addresses set forth above (or at such other address for a Party as that Party shall specify by notice).

Other Provisions

Rule 10b-5.

Counterparty represents and warrants to Seller that Counterparty is not entering into the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and Counterparty represents and warrants to Seller that Counterparty has not entered into or altered, and agrees that Counterparty will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares.

Counterparty agrees that it will not seek to control or influence Seller’s decision to make any “purchases or sales” under the Transaction, including, without limitation, Seller’s decision to enter into any hedging transactions. Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation and the Transaction under the federal securities laws, including without limitation, the prohibitions on manipulative and deceptive devices under the Exchange Act.

Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a written trading plan for trading securities. Without limiting the generality of the foregoing, Counterparty acknowledges and agrees that any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws, including without limitation the prohibition on manipulative and deceptive devises under the Exchange Act and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director, manager or similar person of Counterparty is aware of any material non-public information regarding Counterparty or the Shares.

Repurchase Notices. Counterparty shall, on any day on which Counterparty effects any repurchase of Shares (other than in connection with a Counterparty equity compensation program (e.g., to fund taxes in connection with vested RSUs)), promptly give Seller a written notice of such repurchase (a “Repurchase Notice”), if following such repurchase, the number of outstanding Shares as determined on such day is (i) less than the number of Shares outstanding that would result in the percentage of total Shares outstanding represented by the number of Shares underlying the Transaction increasing by 0.10% (in the case of the first such notice) or (ii) thereafter more than the number of Shares that would need to be repurchased to result in the percentage of total Shares outstanding represented by the number of Shares underlying the Transaction increasing by a further 0.10% less than the number of Shares included in the immediately preceding Repurchase Notice; provided, that Counterparty agrees that this information does not constitute material non-public information; provided further if this information shall be deemed to be material non-public information by Counterparty, it shall publicly disclosed immediately.

Transfer or Assignment. The Seller may freely transfer or assign its rights and duties under this Confirmation with the consent of Counterparty, which may not be unreasonably withheld, provided that no Funding Election shall occur if the Seller has an Excess Ownership Position (as defined below) and consent of a transfer or assignment of Seller’s rights and duties under this Confirmation has not been provided by Counterparty. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.99% (if the Counterparty is on such date a foreign private issuer (as defined by Rule 405 under the Securities Act)), or (B) the Share Amount exceeds the Applicable Share Limit, if any applies (any such condition described in clause (A) or (B), and “Excess Ownership Position”), Seller is unable to effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Seller, and within a time period reasonably acceptable to Seller, such that no Excess Ownership Position exists, then Seller may designate any Local Business Day as an Early Termination Date solely with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the Transaction, it shall deliver to Counterparty on the Early Termination Date a number of Shares equal to the Terminated Portion, and Seller shall have no obligation to make payment to Counterparty in respect of those Shares. The Number of Shares will be reduced by the number of Shares in any Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.

The “Share Amount” as of any day is the number of Shares that Seller Group, owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under Section 13 of the Exchange Act, as determined by Seller in its reasonable discretion.

The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting (other than Section 16 filings or filings on Schedule 13D or 13G) or registration obligations under the Securities Act, minus (B) 0.1% of the number of Shares outstanding.

At any time prior to closing of the Business Combination, Seller may elect to reduce the Maximum Number of Shares and the number of Recycled Shares by 50% (in which case, each tranche of the Funding Election will also be reduced by 50%) if the Seller reasonably believes following closing of the Business Combination it will hold Shares in an amount that exceeds the Applicable Share Limit.

Indemnification. Counterparty agree to indemnify and hold harmless Seller, its affiliates and its assignees and their respective directors, officers, employees, agents and controlling persons (each such person being an “Indemnified Party”) from and against any and all losses (but not including financial losses to an Indemnified Party relating to the economic terms of the Transaction provided that the Counterparty performs its obligations under this Confirmation in accordance with its terms), claims, damages and liabilities (or actions in respect thereof) and reasonable and documented out-of-pocket expenses, joint or several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between any of the Indemnified Parties and the Counterparty or between any of the Indemnified Parties and any third party, or otherwise) to which they or any of them may become subject under the Securities Act, the Exchange Act or any other statute or at common law or otherwise or under the laws of foreign countries, arising out of or based upon the Transaction, including the execution or delivery of this Confirmation, the performance by Counterparty of its obligations under the Transaction, any material breach of any covenant, representation or warranty made by Counterparty or African Agriculture in this Confirmation or the ISDA Form, regulatory filings and submissions made by or on behalf of the Counterparty related to the Transaction (other than as relates to any information provided in writing by or on behalf of Seller or its affiliates), or the consummation of the transactions contemplated hereby, including the Registration Statement or any untrue statement or alleged untrue statement of a material fact contained in any registration statement press release, filings or other document, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Counterparty will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is related to the manner in which Seller sells, or arising out of any sales by Seller of, any Shares, including the Recycled Shares or found in a nonappealable judgment by a court of competent jurisdiction to have resulted from Seller’s material breach of any covenant, representation or other obligation in this Confirmation or the ISDA Form or from Seller’s willful misconduct, bad faith or gross negligence in performing the services that are subject of the Transaction. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then Counterparty shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. In addition (and in addition to any other Reimbursement of Legal Fees and other Expenses contemplated by this Confirmation), Counterparty will reimburse any Indemnified Party for all reasonable, out-of-pocket, expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of Counterparty. Counterparty also agrees that no Indemnified Party shall have any liability to Counterparty or any person asserting claims on behalf of or in right of Counterparty in connection with or as a result of any matter referred to in this Confirmation except to the extent that any losses, claims, damages, liabilities or expenses incurred by Counterparty result from such Indemnified Party’s breach of any covenant, representation or other obligation in this Confirmation or the ISDA Form or from the gross negligence, willful misconduct or bad faith of the Indemnified Party or breach of any U.S. federal or state securities laws or the rules, regulations or applicable interpretations of the SEC. The provisions of this paragraph shall survive the completion of the Transaction contemplated by this Confirmation and any assignment and/or delegation of the Transaction made pursuant to the ISDA Form or this Confirmation shall inure to the benefit of any permitted assignee of Seller.

Amendments to Equity Definitions.

Section 12.6(a)(ii) of the Equity Definitions is hereby amended by (i) deleting from the fourth line thereof the word “or” after the word “official” and inserting a comma therefor, and (ii) deleting the semi-colon at the end of subsection (B) thereof and inserting the following words therefor “or (C) the occurrence of any of the events specified in Section 5(a)(vii)(1) through (9) of the ISDA Form with respect to that Issuer.”; and

Section 12.6(c)(ii) of the Equity Definitions is hereby amended by replacing the words “the Transaction will be cancelled,” in the first line with the words “Seller will have the right, which it must exercise or refrain from exercising, as applicable, in good faith acting in a commercially reasonable manner, to cancel the Transaction.”

Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to the Transaction. Each party (i) certifies that no representative, agent or attorney of either party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into the Transaction, as applicable, by, among other things, the mutual waivers and certifications provided herein.

Attorney and Other Fees. Subject to clause (4) Indemnification (above), in the event of any legal action initiated by any party arising under or out of, in connection with or in respect of, this Confirmation or the Transaction, the prevailing party shall be entitled to reasonable and documented attorneys’ fees, costs and expenses incurred in such action, as determined and fixed by the court.

Tax Disclosure. Effective from the date of commencement of discussions concerning the Transaction, Counterparty and each of its employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to Counterparty relating to such tax treatment and tax structure.

Securities Contract; Swap Agreement. The parties hereto intend for (i) the Transaction to be (a) a “securities contract” as defined in the Bankruptcy Code, in which case each payment and delivery made pursuant to the Transaction is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “settlement payment,” within the meaning of Section 546 of the Bankruptcy Code, and (b) a “swap agreement” as defined in the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “transfer,” as such term is defined in Section 101(54) of the Bankruptcy Code and a “payment or other transfer of property” within the meaning of Sections 362 and 546 of the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code, (ii) a party’s right to liquidate, terminate and accelerate the Transaction and to exercise any other remedies upon the occurrence of any Event of Default under the ISDA Form with respect to the other party to constitute a “contractual right” as described in the Bankruptcy Code, and (iii) each payment and delivery of cash, securities or other property hereunder to otherwise constitute a “margin payment” or “settlement payment” and a “transfer” as defined in the Bankruptcy Code.

10.

Process Agent. For the purposes of Section 13(c) of the ISDA Form:

Seller appoints as its Process Agent: None

Counterparty appoints as its Process Agent: None.

[Signature page follows]

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us at your earliest convenience.

Very truly yours,

VELLAR OPPORTUNITIES FUND MASTER, LTD.

By:	/s/ Solomon Cohen
	Name:	Solomon Cohen
	Title:	Director

Agreed and accepted by:

10X Capital Venture Acquisition Corp. II

By:	/s/ Hans Thomas
	Name:	Hans Thomas
	Title:	Chairman and Chief Executive Officer

African Agriculture, Inc.

By:	/s/ Alan Kessler
	Name:	Alan Kessler
	Title:	Chairman & CEO

Schedule A

FORM OF PRICING DATE NOTICE

Date: [●], 2023

To: 10X Capital Venture Acquisition Corp. II (“Counterparty”)

Address: [●]

Phone: [●]

From: [●] (“Seller”)

Re: Cash-Settled Equity Derivative Transaction

1. This Pricing Date Notice supplements, forms part of, and is subject to the Confirmation Re: Cash-Settled Equity Derivative Transaction dated as of [●], 2023 (the “Confirmation”) between Counterparty and Seller, as amended and supplemented from time to time. All provisions contained in the Confirmation govern this Pricing Date Notice except as expressly modified below.

2. The purpose of this Pricing Date Notice is to confirm certain terms and conditions of the Transaction entered into between Seller and Counterparty pursuant to the Confirmation.

Pricing Date: [●], 2023

Number of Recycled Shares: [●]

Number of Shares: [●]

SCHEDULE B

[Attached]

Exhibit 10.3

Execution Version

African Agriculture, Inc.

415 Park Avenue, Ninth Floor

New York, NY 10022

November 28, 2023

Harry Green

172 Brewster Road,

Scarsdale, New York 10583

Retention Bonus and Release

Dear Harry:

As you know, you and African Agriculture, Inc. (the “Company”) previously entered into that certain Transaction Bonus and Release letter agreement, dated November 1, 2022 (the “Prior Agreement”) and, except as otherwise expressly set forth herein, you and the Company desire to terminate the Prior Agreement and enter into this letter agreement in lieu thereof. Accordingly, in recognition of the important contributions you are making to the Company, the Company is pleased to offer you the following bonus opportunity set forth herein.

Retention Bonus

Subject to the terms and conditions of this letter, the Company (or any successor thereto, including, without limitation, by way of merger, de-SPAC, or other corporate transaction) will pay you a one-time bonus, in cash, equal to $400,000 (the “Retention Bonus”) on or prior to August 31, 2024, as determined by the Board of Directors of the Company (or any successor thereto) in its sole discretion (such actual payment date, the “Payment Date”); provided, that, you remain continuously employed by the Company (or any successor thereto) through such Payment Date.

Release of Claims

By signing this letter in exchange for your right to receive the Retention Bonus, you, on behalf of yourself and each of your affiliates, successors, assigns, heirs, executors, administrators and legal representatives (the “Releasors”), hereby unconditionally, irrevocably, knowingly and voluntarily release and forever waive and discharge the Company, its affiliates, and its past, present and future Related Persons (as defined below) (collectively, “Releasees”), from and against any and all rights, causes of action, claims, actions, suits, or similar proceedings of any kind or nature whatsoever, that the Releasors now have, have ever had or may hereafter have against the respective Releasees, and from any and all direct or indirect liabilities, losses, damages, obligations or responsibilities (whether fixed or unfixed, known or unknown, absolute or contingent, asserted or unasserted, matured or unmatured, liquidated or unliquidated, secured or unsecured), including any consequential, punitive and exemplary damages, that any Releasor now has, has ever had or may hereafter have to the Releasees, of any kind or nature arising directly or indirectly from any act, omission, event or transaction occurring on or prior to the date hereof, including without limitation, with respect to unpaid wages, bonuses, commissions, or other compensation of any type or kind to the fullest extent allowed by law (collectively, the “Released Claims”); provided, however, that Released Claims shall not include any rights, causes of action, claims, proceedings or liabilities arising under this letter. The Releasors, hereby irrevocably covenant to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any Released Claim.

By signing below, you represent and warrant that (x) there are no liens or assignments in law or equity or otherwise of or against any of the Released Claims, (y) you have not transferred or otherwise alienated any such claims or causes of action, and (z) you are fully authorized and entitled to give the releases specified herein. As used above, “Related Persons” means (i) with respect to any person that is not an individual, (a) any affiliate of such person, (b) any other person or entity that serves as a director, officer, employee, partner, executor, trustee, general partner, manager, holder of equity interests, agent or representative of such person or any of its affiliates (or in any other similar capacity), (c) any other person or entity that has control or is under common control with such person, and (d) any individual who is a Related Person of any of the foregoing, and (ii) with respect to any person who is an individual (a) any affiliate of such person, (b) each other member of such individual’s immediate family, and (c) any Related Person of such member of such individual’s immediate family. This paragraph is expressly intended for the benefit of, and shall be enforceable by, the Releasees.

Reaffirmation of Release of Claims

As a condition to the Company’s payment of the Retention Bonus, you will be required to sign and deliver to the Company a reaffirmation of your release of claims (the “Reaffirmation”) within seven days following the Payment Date, as set forth on the signature page hereto. If you do not sign the Reaffirmation as and when specified in this paragraph, then it shall be a material breach of this letter; provided, that, the Company’s (or any successor’s) damages arising from such failure to sign and deliver to the Company (or such successor) the Reaffirmation shall be limited to the amount of the Retention Bonus.

Section 409A

The parties hereto intend that this letter and any amounts payable hereunder are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) or, if and to the extent subject to Section 409A, to comply therewith, and will be construed as such; provided, that, the Company does not guarantee any particular tax effect. For purposes of Section 409A, any payment that may be made under this letter will be deemed to be a separate payment.

Entire Agreement

This letter constitutes the entire agreement between you and the Company with respect to the subject matter hereof, and supersedes all undertakings and agreements, whether oral or in writing, previously entered into by you and the Company with respect thereto, including, without limitation, the Prior Agreement; provided, that, you and the Company acknowledge and agree that the release of claims set forth in the Prior Agreement has been in full force and effect since November 1, 2022, and will remain in full force and effect through the date hereof, and that even after the date hereof, the release of claims set forth in the Prior Agreement will remain in effect for all purposes with respect to the period from November 1, 2022 through the date hereof.

General Provisions

You represent and acknowledge that (i) you have been given at least seven days to consider this letter (which, by signing this letter prior to the expiration of such period, you have expressly agreed to waive) and have been advised to discuss all aspects of this letter with your personal attorney; (ii) you have carefully read and fully understand all the provisions of this letter; (iii) you have voluntarily entered into this letter, without duress or coercion.

You agree that the information set forth in this letter is strictly confidential, and you agree not to disclose any of such information without the prior written consent of the Company (other than to your spouse, legal counsel, and tax and financial advisors, or as otherwise permitted by applicable law). All amounts payable to you hereunder will be subject to any and all applicable taxes and required deductions, as required by applicable federal, state, local and foreign laws and regulations.

This letter will be governed by and construed and interpreted in accordance with the substantive laws of the State of Delaware, without giving effect to any choice of law or conflicts of law provision or rule that would cause the application of the laws of a jurisdiction other than the State of Delaware. This letter may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.

* * * * *

Please acknowledge your receipt of this letter and your agreement with its provisions by signing your name below and returning it to me. Thank you.

	Sincerely,

	AFRICAN AGRICULTURE, INC.

	/s/ Alan Kessler
	By:	Alan Kessler
	Title:	Chief Executive Office

Acknowledged and agreed

as of the first date written above:

/s/ Harry Green
Name:	Harry Green

Reaffirmation signature below – Void if executed prior to THE APPLICABLE PAYMENT DATE:

/s/ Harry Green
Harry Green

Date:	November 28, 2023

[Signature Page to Retention Bonus and Release]

Exhibit 10.4

Execution Version

African Agriculture, Inc.

445 Park Avenue, Ninth Floor

New York, NY 10022

November 28, 2023

African Discovery Group, Inc.

c/o Alan Kessler

445 Park Avenue, 9^th Floor,

New York, New York 10022

Retention Bonus and Release

Dear Alan:

As you know, African Discovery Group, Inc. (“ADG”) and African Agriculture, Inc. (the “Company”) previously entered into that certain Transaction Bonus and Release letter agreement, dated November 1, 2022 (the “Prior Agreement”) and, except as otherwise expressly set forth herein, ADG and the Company desire to terminate the Prior Agreement and enter into this letter agreement in lieu thereof. Accordingly, in recognition of the important contributions ADG is making to the Company, the Company is pleased to offer ADG the following bonus opportunity set forth herein.

Retention Bonus

Subject to the terms and conditions of this letter, the Company (or any successor thereto, including, without limitation, by way of merger, de-SPAC, or other corporate transaction) will pay ADG a one-time bonus, in cash, equal to $300,000 (the “Retention Bonus”) on or prior to August 31, 2024, as determined by the Board of Directors of the Company (or any successor thereto) in its sole discretion (such actual payment date, the “Payment Date”); provided, that, ADG remains continuously engaged to provide services to the Company (or any successor thereto) through such Payment Date.

Release of Claims

By signing this letter in exchange for ADG’s right to receive the Retention Bonus, ADG, on behalf of itself and each of its affiliates, successors, assigns, heirs, executors, administrators and legal representatives (the “Releasors”), hereby unconditionally, irrevocably, knowingly and voluntarily releases and forever waives and discharges the Company, its affiliates, and its past, present and future Related Persons (as defined below) (collectively, “Releasees”), from and against any and all rights, causes of action, claims, actions, suits, or similar proceedings of any kind or nature whatsoever, that the Releasors now have, have ever had or may hereafter have against the respective Releasees, and from any and all direct or indirect liabilities, losses, damages, obligations or responsibilities (whether fixed or unfixed, known or unknown, absolute or contingent, asserted or unasserted, matured or unmatured, liquidated or unliquidated, secured or unsecured), including any consequential, punitive and exemplary damages, that any Releasor now has, has ever had or may hereafter have to the Releasees, of any kind or nature arising directly or indirectly from any act, omission, event or transaction occurring on or prior to the date hereof, including without limitation, with respect to unpaid fees, bonuses, commissions, or other compensation of any type or kind to the fullest extent allowed by law (collectively, the “Released Claims”); provided, however, that Released Claims shall not include any rights, causes of action, claims, proceedings or liabilities arising under this letter. The Releasors, hereby irrevocably covenant to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any Released Claim.

By signing below, ADG represents and warrants that (x) there are no liens or assignments in law or equity or otherwise of or against any of the Released Claims, (y) ADG has not transferred or otherwise alienated any such claims or causes of action, and (z) ADG is fully authorized and entitled to give the releases specified herein. As used above, “Related Persons” means (i) with respect to any person that is not an individual, (a) any affiliate of such person, (b) any other person or entity that serves as a director, officer, employee, partner, executor, trustee, general partner, manager, holder of equity interests, agent or representative of such person or any of its affiliates (or in any other similar capacity), (c) any other person or entity that has control or is under common control with such person, and (d) any individual who is a Related Person of any of the foregoing, and (ii) with respect to any person who is an individual (a) any affiliate of such person, (b) each other member of such individual’s immediate family, and (c) any Related Person of such member of such individual’s immediate family. This paragraph is expressly intended for the benefit of, and shall be enforceable by, the Releasees.

Reaffirmation of Release of Claims

As a condition to the Company’s payment of the Retention Bonus, ADG will be required to sign and deliver to the Company a reaffirmation of ADG’s release of claims (the “Reaffirmation”) within seven days following the Payment Date, as set forth on the signature page hereto. If ADG does not sign the Reaffirmation as and when specified in this paragraph, then it shall be a material breach of this letter; provided, that, the Company’s (or any successor’s) damages arising from such failure to sign and deliver to the Company (or such successor) the Reaffirmation shall be limited to the amount of the Retention Bonus.

Section 409A

Entire Agreement

This letter constitutes the entire agreement between ADG and the Company with respect to the subject matter hereof, and supersedes all undertakings and agreements, whether oral or in writing, previously entered into by ADG and the Company with respect thereto, including, without limitation, the Prior Agreement; provided, that, ADG and the Company acknowledge and agree that the release of claims set forth in the Prior Agreement has been in full force and effect since November 1, 2022, and will remain in full force and effect through the date hereof, and that even after the date hereof, the release of claims set forth in the Prior Agreement will remain in effect for all purposes with respect to the period from November 1, 2022 through the date hereof.

General Provisions

ADG represents and acknowledges that (i) ADG has been given at least seven days to consider this letter (which, by signing this letter prior to the expiration of such period, ADG has expressly agreed to waive) and has been advised to discuss all aspects of this letter with ADG’s personal attorney; (ii) ADG has carefully read and fully understands all the provisions of this letter; (iii) ADG has voluntarily entered into this letter, without duress or coercion.

ADG agrees that the information set forth in this letter is strictly confidential, and agrees not to disclose any of such information without the prior written consent of the Company (other than, with respect to any person who is an individual, such individual’s spouse, legal counsel, and tax and financial advisors, or as otherwise permitted by applicable law). The Company will not withhold any U.S. federal, state, local or foreign income, social security, unemployment or other taxes on account of payments made to ADG hereunder, but will remit the full amount of such payments to ADG and report them as required by applicable law.

* * * * *

Please acknowledge your receipt of this letter and your agreement with its provisions by signing your name below and returning it to me. Thank you.

	Sincerely,

	AFRICAN AGRICULTURE, INC.

	/s/ Harry Green
	By:	Harry Green
	Title:	Chief Financial Officer

Acknowledged and agreed

as of the first date written above:

AFRICAN DISCOVERY GROUP, INC.

/s/ Alan Kessler
By:	Alan Kessler
Title:	Founder and Chief Executive Officer

Reaffirmation signature below – Void if executed prior to THE APPLICABLE PAYMENT DATE:

AFRICAN DISCOVERY GROUP, INC.

/s/ Alan Kessler
By:	Alan Kessler
Title:	Founder and Chief Executive Officer

Date: November 28, 2023

[Signature Page to Retention Bonus and Release]

Cover	Nov. 27, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 27, 2023
Entity File Number	001-40722
Entity Registrant Name	10X CAPITAL VENTURE ACQUISITION CORP. II
Entity Central Index Key	0001848898
Entity Tax Identification Number	98-1594494
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	1 Word Trade Center
Entity Address, Address Line Two	85th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10007
City Area Code	212
Local Phone Number	257-0069
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A ordinary share, par value $0.0001, and one-third of one redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, par value $0.0001, and one-third of one redeemable warrant
Trading Symbol	VCXAU
Security Exchange Name	NASDAQ
Class A ordinary shares, par value $0.0001 per share
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	VCXA
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	VCXAW
Security Exchange Name	NASDAQ

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