VCXAU 10X Capital Venture Acquisition Corporation II

(1)

For purposes of calculating beneficial ownership of the Reporting Persons, the total number of shares of Common Stock deemed outstanding is 57,866,830, as reported by the Issuer in its Registration Statement on Form S-1 filed with the SEC on December 29, 2023.

(1)

For purposes of calculating beneficial ownership of the Reporting Persons, the total number of shares of Common Stock deemed outstanding is 57,866,830, as reported by the Issuer in its Registration Statement on Form S-1 filed with the SEC on December 29, 2023.

 

JOINT FILING AGREEMENT

 

The undersigned acknowledge and agree that the foregoing Statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Date: March 15, 2024
	Global Commodities & Investments Ltd.
	By:	/s/ Vasile Frank Timis
		Vasile Frank Timis, director

	/s/ Vasile Frank Timis
	Vasile Frank Timis

---

 

SHARE ISSUANCE AGREEMENT

 

SHARE ISSUANCE AGREEMENT (“Agreement”), dated as of November 29, 2023, by and among 10X CAPITAL VENTURE ACQUISITION CORP. II, a Cayman Islands exempted company (“Issuer”), and GLOBAL COMMODITIES & INVESTMENTS LTD., a Cayman Islands exempted company (“Global”).

 

 

WHEREAS, Issuer, 10X Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Issuer (“Merger Sub”) and African Agriculture, Inc., a Delaware corporation (“African Agriculture”) are parties to that certain Agreement and Plan of Merger, dated as of November 2, 2022 (as heretofore and hereafter amended from time to time, the “Merger Agreement”) pursuant to which Merger Sub will merge with and into African Agriculture with African Agriculture surviving as a wholly-owned subsidiary of Issuer (the “Merger”); and

 

WHEREAS, Global is the majority shareholder of African Agriculture; and

 

WHEREAS, Issuer proposes to enter into that certain agreement by and among Issuer, African Agriculture and Vellar Opportunities Fund Master, Ltd. or an affiliate thereof (“Vellar”), providing for a Cash Settled Equity Derivative Transaction (the “FPA”); and

 

WHEREAS, it is a condition of the performance of Vellar under the FPA that Global transfer to Vellar 13,176,455 shares of common stock of African Agriculture (the “Share Transfer”) prior to the shareholders of African Agriculture approving the Merger Agreement; and

 

WHEREAS, Global acknowledges that as a shareholder of African Agriculture it will benefit indirectly from the consummation of the FPA; and

 

WHEREAS, in order to induce Global to enter into a Share Transfer Agreement with Vellar, providing for the Share Transfer in the form annexed hereto as Appendix A (the “Share Transfer Agreement”), and to transfer the African Agriculture shares as provided therein, Issuer has agreed to issue to Global 11,701,250 shares of common stock of Issuer following the Merger (the “Replacement Shares”), on the terms and subject to the conditions set forth in this Agreement.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.       On or prior to the fifth business day following the closing of the Merger, Issuer will issue, for no additional consideration, the Replacement Shares to Global.

2.         It shall be a condition to the obligation of Issuer to issue the Replacement Shares that Global shall have entered into the Share Transfer Agreement and completed Share Transfer as provided therein.

3.          Global acknowledges and agrees that (i) the Replacement Shares will “restricted shares” under applicable securities laws and that Global will not be able to sell or transfer such shares without the benefit of a registration statement relating to such transfer or pursuant to an exemption from the requirement for such registration, and (ii) any certificate issued to represent such shares will bear a restrictive legend in customary form and Issuer’s transfer agent will maintain a stop transfer order with respect to such shares.

4.         Global represents that (i) it is an “Accredited Investor” as such term is defined in Regulation D as promulgated under the Securities Act of 1933 (the “Securities Act”), (ii) it is entering into this Agreement and receiving the Replacement Shares for its own account without a view to the distribution or resale thereof, and (iii) it understands that the assignment, transfer or other disposition of the Replacement Shares has not been registered under the Securities Act. Global has also been advised that exemptions from registration and qualification may not be available or may not permit Global to transfer all or any of the Replacement Shares in the amounts or at the times proposed by Global.

5.          Global is fully aware of: (a) the highly speculative nature of an investment in the Replacement Shares, (b) the financial hazards involved, (c) the lack of liquidity of the Replacement Shares and the restrictions on transferability of the Replacement Shares, and (d) the tax consequences of acquiring the Replacement Shares. Global acknowledges and agrees that, by agreeing to receive the Replacement Shares, it is accepting all risks associated with acquisition and ownership of the Replacement Shares, including any depreciation or diminution in the value of the Replacement Shares.

6.          Global further represents that it has made its own independent decision to enter into the Share Transfer Agreements and this Agreement and as to whether these agreements are appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary, and is not relying on any communication (written or oral) of any other party as investment advice or as a recommendation to enter into the Share Transfer Agreements or this Agreement.

7.         Except as otherwise provided for herein, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. Neither party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the other party hereto. This Agreement may be amended only by a written agreement executed by each of the parties hereto.

8.       The parties hereto agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

9.         The issuance of the Replacement Shares by the Issuer shall not be prohibited, enjoined, made illegal or otherwise restrained by any law or governmental or court order, judgment, decree, writ, stipulation, determination, award, statute, rule or regulation (including rule or regulation of stock exchange) (“Law”). If, at any time prior to the issuance of Replacement Shares, the Issuer is aware that the issuance of Replacement Shares contemplated hereby will violate any Law, the parties hereby agree and acknowledge that the structure of the issuance by the Issuer of the Replacement Shares shall be amended in a manner mutually agreeable to the Parties to the extent necessary under the applicable Law.

10.        This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New York.

11.        Each of the parties hereto hereby (i) agrees to the exclusive jurisdiction of the courts of the state of New York, located in the Borough of Manhattan and the Federal courts located within the State of New York in the Borough of Manhattan, and (ii) waives any objection based on forum non conveniens, and any objection to venue of any action instituted hereunder in any of the aforementioned courts and consents to eh granting of such legal or equitable relief as is deemed appropriate by such court.

 

12.       TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE BETWEEN THE PARTIES ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH HIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

13.      This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. This Agreement may be executed and delivered by facsimile or other means of electronic delivery and upon such delivery the electronic signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date hereof.

 

Form of Share Transfer Agreement

---

 

 

This Transfer Agreement (this “Agreement”) is effective as of November 29, 2023 (the “Effective Date”), by and among African Agriculture, Inc., a Delaware corporation (the “Company”), Global Commodities & Investments Ltd., a Cayman limited company (the “Transferor”), and Vellar Opportunities Fund Master, Ltd. or an affiliate thereof (the “Transferee”) (the Company, the Transferor and the Transferee are each sometimes referred to herein as a “Party,” and are collectively sometimes referred to herein as the “Parties”).

 

WHEREAS, the Company is party to that certain Merger Agreement, dated as of November 2, 2022 (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which, among other things, the Company will merge with and into a subsidiary of 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (the “SPAC”), with the Company surviving as a subsidiary of the SPAC (the “Merger”);

WHEREAS, the Transferor holds shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Shares”);

WHEREAS, in connection with the Merger, the Shares of Common Stock shall be converted into the right to receive shares of the SPAC (the “Pubco Shares”), which will be renamed “African Agriculture Holdings Inc.”

WHEREAS, the Transferor hereby desires to transfer 13,176,455 Shares (the “Transferred Shares”) to the Transferee and the Company desires to acknowledge and consent to such transfer, all in accordance with the terms and conditions set forth herein;

WHEREAS, prior to the Effective Date, the Transferee, the SPAC and the Company have entered into that certain Cash-Settled Equity Derivative Transaction Confirmation (the “Forward Purchase Agreement”), which Forward Purchase Agreement remains in full force and effect as of the Effective Date;

WHEREAS, prior to the Effective Date, the Transferor and the Company have entered into that certain Share Issuance Agreement in the form agreed to by the Transferor, the Company and the SPAC; and

WHEREAS, the Transferred Shares, following the Merger, shall be converted into the right to receive 11,500,000 Pubco Shares in accordance with the terms of the Merger Agreement.

To implement the foregoing and in consideration of the foregoing recitals, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

(a)          The Transferor hereby transfers to the Transferee (the “Transfer”) the Transferred Shares, the Transferee hereby accepts the transfer of the Transferred Shares by the Transferor, and the Company

(b)       The Transferee hereby agrees that upon the termination of the Merger Agreement, Transferee shall immediately return all of the Transferred Shares to Transferor.

(c)          Transferor hereby acknowledges that as a shareholder of the Company, it will benefit indirectly from the consummation of the Merger and the transactions contemplated by the Forward Purchase Agreement.

(d)          At any time prior to the closing of the Merger, the Transferee may elect to return up to 50% of the Transferred Shares to the Transferor for no further consideration if the Transferee reasonably believes following closing of the Merger it will hold PubCo Shares in an amount that exceeds the Applicable Share Limit (as such term is defined in the Forward Purchase Agreement).

2.           Representations and Warranties by the Transferee. The Transferee hereby represents and warrants to the Company as follows:

(a)          The Transferee has all requisite power and authority to execute and deliver this Agreement. The Transferee has all requisite power and authority to perform its obligations under, and carry out the provisions of, this Agreement. The Transfer is being made in accordance with all applicable laws and regulations. This Agreement has been duly executed and delivered by the Transferee, and, assuming the due authorization, execution and delivery by the Company and the Transferor, this Agreement is a valid, legal and binding obligation of the Transferee, enforceable against the Transferee in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or at equity).

(b)        The Transferee hereby represents and acknowledges that no market for the resale of any of the Shares currently exists, and no such market may ever exist. Accordingly, the Transferee must bear the economic and financial risk of an investment in the Transferred Shares for an indefinite period of time. The Transferee is acquiring the Transferred Shares for the Transferee’s own account as principal, for investment purposes only, not for any other person and not for the purposes of resale or distribution. The Transferee is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act.

(c)        The Transferee hereby represents and acknowledges that the Transferred Shares are subject to the restrictions on Transfer under the Securities Act. Accordingly, no Transfer of any of the Shares is permitted until and unless such shares are registered under the Securities Act, which registration the Company agrees will occur pursuant to the registration statement on Form S-4 filed by the SPAC for the purpose of effectuating the Merger and the issuance of the Pubco Shares in exchange for the Shares, or are transferred pursuant to an applicable exemption thereunder. Notwithstanding the forgoing, the parties acknowledge that the Transferee may transfer a portion of the Transferred Shares to another “accredited investor” identified by the Transferee, the SPAC and the Company, which subsequent transfer shall not be subject to further consent of the Company as such consent is provided herewith.

3.           Representations and Warranties by the Transferor. The Transferor hereby represents and warrants to the Company as follows:

(a)          The Transferor has all requisite power and authority to execute and deliver this Agreement. The Transferor has all requisite power and authority to perform its obligations under, and carry out the provisions of, this Agreement. The Transfer is being made in accordance with all applicable laws and regulations. This Agreement has been duly executed and delivered by the Transferor, and, assuming the due authorization, execution and delivery by the Company and the Transferee, this Agreement is a valid, legal and binding obligation of the Transferor, enforceable against the Transferor in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or at equity).

4.	Non-Reliance.

	TRANSFEROR
	Global Commodities & Investments Ltd
	/s/ Vasile Timis
	Print Name:	VASILE TIMIS
	Address:
	Email:

---

 

LOCK-UP AGREEMENT

 

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of December 6, 2023 between Global Commodities & Investments Ltd, a Cayman exempt company (the “Stockholder”) and African Agriculture Holdings Inc. (f/k/a 10x Capital Venture Acquisition Corp. II), a Delaware corporation (the “Company”). The Stockholder and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

 

WHEREAS, the Company, 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 16,378,795 (sixteen million three hundred seventy-eight thousand seven hundred ninety-five) 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:

 

 

(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 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);

 

(e)         the term “Prospectus” means the final prospectus of the Company related to its initial public offering, 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).

 

 

(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 the Company’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:

 

 

 

(c)         The per share stock prices referenced in this Agreement will be equitably adjusted on account of any changes in the equity securities of the Company 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 the Company 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, the Company 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 DECEMBER 6, 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 the Company with respect to the Lock-Up Shares during the applicable Lock-Up Period, including the right to vote any Lock-Up Shares.

 

 

 

(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 (a) to the Company at the following addresses (or at such other address for the Company as shall be specified by like notice): African Agriculture Holdings Inc., 415 Park Avenue, 9th Floor, New York, NY 10022, Attention: General Counsel; and a copy (which shall not constitute notice) shall also be sent to Morrison Cohen LLP, 909 Third Avenue, New York, NY 10022, Attn: Jack Levy; Anthony Saur, email: jlevy@morrisoncohen.com; amsaur@morrisoncohen.com and (b) if to Stockholder, at Stockholder’s address or facsimile number as set forth in the Company’s books and records.

 

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

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

 

	STOCKHOLDER:
	GLOBAL COMMODITIES & INVESTMENTS LTD
	By:
	Name:Vasile Timis
	Title: Director
	COMPANY:
	AFRICAN AGRICULTURE HOLDINGS INC.
	By:	/s/ Alan Kessler
	Name: ALAN KESSCER
	Title: CHAIRMAN & CEO