African Agriculture, Inc. signed a Letter of intent to acquire 10X Capital Venture Acquisition Corp. II (NasdaqCM:VCXA) from 10X Capital SPAC Sponsor II LLC, Cantor Fitzgerald & Co. and others for $450 million in a reverse merger transaction on August 31, 2022. African Agriculture, Inc. executed a definitive Business Combination Agreement to acquire 10X Capital Venture Acquisition Corp. II (NasdaqCM:VCXA) from 10X Capital SPAC Sponsor II LLC, Cantor Fitzgerald & Co. and others for $450 million in a reverse merger transaction on November 2, 2022. In accordance with the terms and subject to the conditions of the agreement, each share of common stock of African Agriculture issued and outstanding immediately prior to the Effective Time, shall be converted into the right to receive the number of shares of duly authorized, shares of common stock of New African Agriculture equal to the quotient obtained by dividing (i) the sum of (1) $450 million and (2) the aggregate amount of any Company Pre-Closing Financing by (ii) $10.00 by the sum. 10X II and African Agriculture have secured a $100 million equity line of credit facility from an affiliate of Yorkville Advisors. Upon closing of the transaction, which values AAGR at an estimated enterprise value of $450 million, 10X II shall be renamed to “African Agriculture Holdings Inc.” is expected to list its shares on the NASDAQ stock market. The combined public company will be led by current AAGR Chief Executive Officer Alan Kessler. African Agriculture will be obligated to pay 10X II a termination fee equal to 1.0% of the Merger Consideration and 10X II will be obligated to pay African Agriculture a termination fee equal to 1.0% of the Merger Consideration.

The transaction is subject to regulatory approval, the approval of the proposed merger by the Company's stockholders and 10X II's shareholders, the expiration or termination of the applicable waiting period under the HSR Act, the Registration Statement becoming effective, delivery to 10X II by African Agriculture of executed counterparts to all Ancillary Agreements, 10X II having available at Closing at least $10 million in cash or cash commitments, the directors and executive officers of 10X II shall have been removed upon deal completion and the satisfaction or waiver of other customary closing conditions. Under the terms of the Merger Agreement, the Business Combination cannot be completed until the applicable waiting period under the HSR Act has expired or been terminated. However, since the date of the Merger Agreement, the parties to the Merger Agreement have determined, based on currently available information, that one or more exemptions under the HSR Act apply to the Business Combination and, accordingly, no HSR Act filing is required. As a result, the parties to the Merger Agreement do not expect consummation of the Business Combination to be conditioned on the expiration or termination of any waiting period under the HSR Act. The Boards of Directors of each of AAGR and 10X II has unanimously approved the proposed transaction. The deal is expected to be completed in the first half of 2023.

Marc Marano of Canaccord Genuity is serving as a financial advisor to 10X II on this transaction. J. David Stewart, Michael Brogan, Jiyeon Lee-Lim, Reza Mojtabaee-Zamani, Joshua Marnitz, Bradd Williamson, Nineveh Alkhas, Michelle Gross, Quentin Gwyer, Jeremy Trinder, Eric Volkman and Ryan Maierson of Latham & Watkins LLP is legal counsel to 10X II. 10X II engaged Houda to act as its local counsel in Senegal and assist in due diligence. Zachary Jacobs, Anthony M. Saur and Jack Levy of Morrison Cohen LLP is legal counsel to AAGR. Continental Stock Transfer & Trust Company acted as transfer agent and Morrow Sodali LLC acted as proxy solicitor to 10X Capital Venture Acquisition Corp. II. 10X II agreed to pay to Canaccord Genuity for its services in connection with the proposed Merger an aggregate fee of $1,500,000, of which $100,000 was payable upon execution of the letter agreement, $100,000 was earned by Canaccord Genuity and payable upon delivery of its opinion, and $1,300,000 of which is payable upon consummation of the Merger. Canaccord Genuity also may receive a discretionary incentive fee of $250,000 payable by 10X II in its sole discretion upon consummation of the Merger.