Item 5.02. Departure of Directors or Certain Officers? Election of Directors? Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.

On December 1, 2022, Boris Silver provided notice to 10X Capital Venture Acquisition Corp. II (the "Company") of his decision to resign from the Company's Board of Directors (the "Board"), effective as of December 1, 2022. Mr. Silver's decision to resign was not the result of any disagreement with the Company, the Company's management or the Board.

On December 8, 2022, the Board appointed Mike Brown to serve as a Class II director of the Board. Mr. Brown will also serve as a member of the Audit Committee of the Board.

In connection with his appointment to the Board, Mr. Brown entered into the following agreements with the Company:

? A joinder agreement to the letter agreement, dated December 8, 2022 (the

"Joinder to the Letter Agreement"), pursuant to which Mr. Brown became a party

to that certain letter agreement, dated August 10, 2021, between the Company,

10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company

(the "Sponsor") and other insiders signatory thereto, wherein Mr. Brown has

agreed to be bound by and comply with the provisions of that certain letter

agreement applicable to insiders in the same manner as if Mr. Brown were an

original signatory thereto and in such capacity as an insider therein.

? An indemnity agreement, dated December 8, 2022, (the "Indemnity Agreement"),

between the Company and Mr. Brown, providing Mr. Brown contractual

indemnification substantially in the form previously presented to the Board in

addition to the indemnification provided for in the Company's second amended

and restated memorandum and articles of association.

The foregoing descriptions of the Joinder to the Letter Agreement and the Indemnity Agreement do not purport to be complete and are qualified in their entireties by reference to the Joinder to the Letter Agreement and the form of Indemnity Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

Other than the foregoing, there are no arrangements or understandings between Mr. Brown and any other persons pursuant to which he was selected as a director. Mr. Brown has no family relationships with any of the Company's directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



Exhibit No.   Description

                Joinder to the Letter Agreement, dated December 8, 2022, between the
10.1          Company, the Sponsor and Mike Brown.

                Form of Indemnity Agreement (Incorporated by reference to Exhibit 10.6
              to Amendment No. 1 to the Company's Registration Statement on Form S-l
10.2          (File No. 333-253867), filed with the SEC on April 8, 2021).

              104 Cover Page Interactive Data File (embedded within the Inline XBRL
104           document)




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