10X Capital Venture Acquisition Corp. II (VCXA) Merger with African Agriculture (Private)

November 6, 2022

10X Capital Venture Acquisition Corp. II (VCXA) to acquire African Agriculture (private).
Estimated pro forma equity value of ~$723.22 million.
African Agriculture shareholders will receive 45.0 million shares of common stockas merger consideration.
Transaction is supported by $100 million in total forward purchase agreements and $100 million standby equity financing facility from an affiliate of Yorkville Advisors.
$100 million of redemption protections are being provided by 10X II in the form of backstop agreement.
Minimum net cash condition of $10.0 million.
Business combination transaction is targeted to close in the first half of 2023.

SPAC Details:
- Unit Structure: 1 share of common stock + 1/3 warrant
- #Cash in Trust: $200,295,699 (100.1% of Public Offering)
- Public Shares Outstanding: 20.0 million shares
- Private Shares Outstanding: 7,321,667 shares (including 655,000 private shares contained in Private units)
- Reported Trust Value/Share: $10.01
- Liquidation Date: November 13, 2022 (Definitive proxy filed on October 19, 2022 to extend the date by which VCXA must consummate a business combination from 11/13/2022 to 5/13/2023)

Name of Target: African Agriculture
Description of Target: African Agriculture, Inc. is a global food security company based in New York, which currently operates an alfalfa farm in Senegal and owned additional arable land on the African continent to meet the growing demand for agricultural commodities globally.
Announced Date: November 3, 2022
Expected Close: “First Half of 2023”
Press Release: https://www.sec.gov/Archives/edgar/data/1848898/000119312522276300/d378330dex991.htm
Transaction Terms (N/A):
- Enterprise Value: Not Provided
- Market Cap Value: *$723.22 million

Target Shareholders Receive (~*62,22%):
- Equity consideration of $450 million (45.0 million shares of New African Agriculture Common Stock)

PIPE / Financing:
- $100 million of standby equity financing facility from YA II PN, LTD., an affiliate of Yorkville Advisors, to the Target and the SPAC

Redemption Protections:
- Forward Purchase Agreement: $100 million backstop commitment by 10X II
- Non-Redemption Agreement (NRA):
  - Certain IPO anchor investors of 10X II entered into non-redemption agreements with 10X II and Sponsor and Sponsor has agreed to transfer to each 10X II Anchor Investor an amount of its Class B ordinary shares following the Closing
  - Sponsor may enter into additional NRA with investors such that an aggregate of up to 4.55 million 10X II ordinary shares are subject to NRAs

Lock-up:
- SPAC Sponsors (Insider shares & PP Shares):
  - 6 months (1/3 lock-up shares)
  - Standard 1-year post-closing or early release at $12.00 after 6 months post-closing (2/3 lock-up shares)
- Target Stockholders:
  - First Tranche: 6 months post-closing
  - Second Tranche: starting 6 months after closing and ending on the date that is 12 months post-closing
    - Early Release: If price equals or exceeds $12.00 per share after 6 months post-closing

Closing Conditions:
- Termination date: May 13, 2023 (can be extended up to August 13, 2023)
- Minimum Net Cash Condition: $10.0 million
  - Cash includes:

Cash in Trust
Less:	Redemptions
Less:	Deferred underwriting Commission
Add:	Pre-closing Financing proceeds (if any)
Less:	Repayment of any outstanding Working Capital Loans
Less	Unpaid outstanding Expenses of both parties (SPAC + Target)

Completion of the Domestication
- Extension proposal approval by November 13, 2022
- Other customary closing conditions

Termination:
- Termination fee equal to $4.5 million (1.0% of the Merger Consideration) by the TargetOther standard termination clauses

Advisors:
- SPAC Financial Advisors: Canaccord Genuity
- Target Legal Advisors: Morrison Cohen LLP
- SPAC Legal Advisors: Latham & Watkins LLP

*Denotes estimated figures by CPC

#Reported as on June 30, 2022