| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS
OPERATIONS 10X Capital Venture Acquisition Corp. II (the
“Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 10, 2021. The Company
was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities (the “Business Combination”). As of September 30, 2023, the Company had
not commenced any operations. All activity for the period from February 10, 2021 (inception) through September 30, 2023 relates to
the Company’s formation and the Initial Public Offering (as defined below), and, since the closing of the Initial Public Offering,
the search for and efforts toward completing an initial Business Combination. The Company will not generate any operating revenues until
after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of investment
income from the proceeds held in the Trust Account (as defined below). The Company’s Sponsor is 10X Capital SPAC
Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s
Initial Public Offering was declared effective on August 10, 2021. On August 13, 2021, the Company consummated its initial public
offering (the “Initial Public Offering”) of 20,000,000 units (the “Units”) at $10.00 per Unit, generating gross
proceeds of $200.0 million, and incurring offering costs of approximately $21.7 million, of which $7.0 million was for deferred underwriting
commissions (see Note 6). Each Unit is comprised of one Class A ordinary share, par value $0.0001 per share (the “Public Shares”)
and one-third of one redeemable warrant (the “Public Warrants”), each whole warrant entitling the holder to purchase one Public
Share. Simultaneously with the consummation of the Initial
Public Offering, the Company consummated the private placement (the “Private Placement”) of 655,000 Units (the “Private
Units”) to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”), at a price of $10.00 per Private Unit, generating
gross proceeds of approximately $6.6 million. Each Private Unit is comprised of one Class A ordinary share (a “private placement
share”) and one-third of one redeemable warrant (each whole warrant, a “private placement warrant”), with each whole
warrant entitling the holder to purchase one private placement share at an exercise price of $11.50 per share. Following the closing of the Initial Public Offering
on August 13, 2021, $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering
and the sale of the Private Units and $12,515 overfunded by Sponsor, which was returned to the Sponsor on August 17, 2021, was placed
in a Trust Account (“Trust Account”) and is being invested only in U.S. government treasury obligations with a maturity of
185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended
(the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. Except with respect to interest
earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, up to $100,000 to pay dissolution
expenses, the proceeds from the Initial Public Offering and the sale of the Private Units will not be released from the Trust Account
until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the Public Shares if the Company
is unable to complete the initial Business Combination within 21 months from the closing of the Initial Public Offering, subject to applicable
law, and (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Company’s
amended and restated memorandum and articles of association to modify the substance or timing of its obligation to redeem 100% of the
Public Shares if the Company has not consummated the initial Business Combination within 21 months from the closing of the Initial Public
Offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity.
The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have
priority over the claims of the public shareholders. The Company’s Business Combination must
be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account
(excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time
of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the
post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires
a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company
Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the public shareholders
with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either
(i) in connection with a shareholder meeting called to approve the Business Combination or (ii) without a shareholder vote by means of
a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a
tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business
days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (which
interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations and on the
conditions described herein. The amount in the Trust Account at September 30, 2023 was $10.54 per Public Share. The Class A ordinary shares subject to possible
redemption is recorded at a redemption value and classified as temporary equity, in accordance with Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity”
(“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company seeks shareholder approval,
and a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If a shareholder vote is not
required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to
the second amended and restated memorandum and articles of association which the Company adopted upon the consummation of the Initial
Public Offering (as amended on May 10, 2023, the “Amended and Restated Memorandum and Articles of Association”), conduct the
redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer
documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by
law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction
with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder
may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the
Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote
their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor
of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder
Shares, the private placement shares underlying the Private Units and Public Shares in connection with the completion of a Business Combination.
The Sponsor will not have any redemption rights in connection with the Converted Shares (as defined below), and the Converted Shares will
be subject to the restrictions on transfer included in the letter agreement entered into by the Sponsor in connection with the Initial
Public Offering. The Company has until December 13, 2023 with the
option to extend up to two times, by an additional month each time, upon approval by the Company’s board of directors, up until
February 13, 2024 (the “Combination Period”) (see discussion below), to complete the Business Combination. On August 8 2023,
the Board approved the extension of the date by which the Company is required to complete an initial business combination until September
13, 2023 (the “First Optional Extension”). On September 11, 2023, the Board approved the extension of the date by which the
Company is required to complete an initial business combination until October 13, 2023. On October 10, 2023, the Board approved the extension
of the date by which the Company is required to complete an initial business combination until November 13, 2023. On November 8, 2023,
the Board approved an extension of the date by which 10X II is required to complete an initial business combination from November 13,
2023 until December 13, 2023. If the Company is unable to complete the initial Business Combination within the Combination Period, the
Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and
up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will
completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions,
if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
shareholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations
under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed
to (i) waive their redemption rights with respect to any Founder Shares, the private placement shares underlying the Private Units, and
Public Shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with
respect to any Founder Shares and Public Shares they hold in connection with a shareholder vote to approve an amendment to the Amended
and Restated Memorandum and Articles of Association, and (iii) waive their rights to liquidating distributions from the Trust Account
with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination
Period or any extended period of time that the Company may have to consummate the Business Combination as a result of an amendment to
the Amended and Restated Memorandum and Articles of Association (although they will be entitled to liquidating distributions from the
Trust Account with respect to any Public Shares they hold if the Company fails to complete the Business Combination within the Combination
Period). The Sponsor will not have any redemption rights in connection with the Converted Shares (as defined below), and the Converted
Shares will be subject to the restrictions on transfer included in the letter agreement entered into by the Sponsor in connection with
the Initial Public Offering. The Sponsor has agreed that it will be liable
to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective
target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business
Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the
actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per
Public Share due to reductions in the value of the assets in the Trust Account, less taxes payable, provided that such liability will
not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held
in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of
the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, the
Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether
the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are
securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. Proposed Business Combination On November 2, 2022, the Company entered into
an Agreement and Plan of Merger (as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of January 3, 2023,
and as may be further amended, supplemented or otherwise modified from time to time, the “AA Merger Agreement”), by and among
the Company, 10X AA Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and
African Agriculture, Inc., a Delaware corporation (“African Agriculture”). The AA Merger Agreement and the transactions contemplated
thereby were approved by the Company’s board of directors (the “Board”) and the board of directors of African Agriculture. Pursuant to the AA Merger Agreement, the Company
will, subject to obtaining the required shareholder approvals and at least one day prior to the Effective Time (as defined in the AA Merger
Agreement), change the Company’s jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing
and domesticating as a corporation incorporated under the laws of the State of Delaware at least one day prior to the Closing (the “Domestication”).
Following the Domestication, AA Merger Sub will merge with and into African Agriculture (the “Merger”), with African Agriculture
surviving the Merger as the Company’s wholly owned subsidiary. In connection with the Domestication, the Company will change their
name to “African Agriculture Holdings Inc.” (“New African Agriculture”). The Domestication, the Merger and the
other transactions contemplated by the AA Merger Agreement are hereinafter referred to as the “Business Combination.” In accordance with the terms and subject to the
conditions of the AA Merger Agreement, at the effective time of the Merger (the “Effective Time”), 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, validly issued, fully paid and nonassessable common stock of New African Agriculture (“New
African Agriculture Common Stock”) equal to the quotient obtained by dividing (x) the quotient obtained by dividing (i) the sum
of (1) $450,000,000 and (2) the aggregate amount of any Company Pre-Closing Financing (as defined in the AA Merger Agreement) by (ii)
ten dollars ($10.00) The AA Merger Agreement may be terminated under
certain customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to, (i) by the
Company’s or African Agriculture’s mutual written consent, (ii) by the Company, subject to certain exceptions, if any of the
representations and warranties of African Agriculture are not true and correct or if African Agriculture fails to perform any of its respective
covenants or agreements set forth in the AA Merger Agreement such that certain conditions to the Company’s obligations cannot be
satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements,
as applicable, are not cured or cannot be cured within certain specified time periods, (iii) by African Agriculture, subject to certain
exceptions, if any of the representations and warranties made by the Company are not true and correct or if the Company fails to perform
any of its covenants or agreements set forth in the AA Merger Agreement such that the condition to the obligations of African Agriculture
cannot be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants
or agreements, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) by either the Company or African
Agriculture if the closing of the Merger (the “Closing”) has not occurred on or before December 13, 2023 (the “Termination
Date”); provided that the Termination Date may be extended at the Company’s discretion up to February 13, 2024 provided further
that such date is prior to the deadline by which the Company must complete the Company’s initial business combination under the
Company’s organizational documents, (v) by either African Agriculture or the Company if the consummation of the Merger is permanently
enjoined or prohibited by the terms of a final, non-appealable governmental order or other law; (vi) by either the Company or African
Agriculture if the Extension Proposal (as defined below) is not duly approved on or before November 13, 2022, (vii) prior to obtaining
the required approvals by the Company’s shareholders, by African Agriculture if the Company’s Board changes its recommendation
that the Company’s shareholders approve the proposals included in the proxy statement/prospectus or fails to include such recommendation
in the proxy statement/prospectus, (viii) by African Agriculture if certain required shareholders approvals are not obtained after the
conclusion of a meeting of the Company’s shareholders held for the purpose of voting on such approvals, and (ix) by the Company
if the required approvals by African Agriculture stockholders have not been obtained within ten (10) business days following the date
that the Registration Statement (as defined in the AA Merger Agreement) is disseminated by African Agriculture to its stockholders. African Agriculture will be obligated to pay the
Company a termination fee equal to 2.0% of the aggregate Merger Consideration if the AA Merger Agreement is terminated pursuant to clauses
(ii) or (iv) of the preceding paragraph; provided that in the case of a termination under clause (iv) above, African Agriculture will
only be required to pay the termination fee if the transactions contemplated by the AA Merger Agreement were not consummated prior to
the Termination Date primarily due to failure of African Agriculture to provide information required to obtain SEC clearance of the Registration
Statement (as defined in the AA Merger Agreement). The Company will be obligated to pay African Agriculture a termination fee equal to
2.0% of the Merger Consideration if the AA Merger Agreement is terminated pursuant to clause (iii) of the preceding paragraph. On January 3, 2023, the parties to the AA Merger
Agreement entered into the First Amendment, pursuant to which African Agriculture has agreed to provide all necessary assistance and cooperation
in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association to further extend the term
of the Company, if necessary, including paying all reasonable out-of-pocket fees and expenses of African Agriculture, the Company and
AA Merger Sub (including, but not limited to, fees and expenses of outside counsel and any other agents, advisors, consultants, experts
and financial advisors, employed by or on behalf of African Agriculture, the Company or AA Merger Sub) related to such extension. Acquiror Support Agreement Concurrently with the execution of the AA Merger
Agreement, the Company entered into the Acquiror Support Agreement (the “Acquiror Support Agreement”) with African Agriculture,
and the sponsor and the Company’s directors and officers (collectively, the “Class B Holders”), pursuant to which the
Class B Holders agreed to, among other things, (i) vote at any shareholder meeting or pursuant to any action of written resolution of
the Company’s shareholders all of their Class B ordinary shares, par value $0.001 per share, held of record or thereafter acquired
in favor of the Business Combination, the Domestication and the other Proposals (as defined in the AA Merger Agreement) and (ii) be bound
by certain other covenants and agreements related to the Business Combination, in each case, on the terms and subject to the conditions
set forth in the Acquiror Support Agreement. Additionally, for a period ending six months after the Closing (the “First Lock-up
Period”), the Class B Holders will be subject to a lock-up with respect to one-third of the Lock-Up Shares (as defined in the Acquiror
Support Agreement), and for a period beginning six months after the Closing and ending twelve months after the Closing (the “Second
Lock-up Period”), the Class B Holders will be subject to a lock-up with respect to the remaining two-thirds of the Lock-Up Shares;
provided that the lock-up shall expire upon the date on which the last reported sale price of the shares of New African Agriculture Common
Stock exceeds $12.00 per share for any twenty (20) trading days within any consecutive thirty (30) trading day period during the Second
Lock-up Period. African Agriculture Support Agreements In connection with the execution of the AA Merger
Agreement, the Company entered into a support agreement (the “African Agriculture Support Agreements”) with African Agriculture’s
majority stockholder, Global Commodities & Investments Ltd., and African Agriculture pursuant to which Global Commodities & Investments
Ltd. agreed to (i) vote at any meeting of the stockholders of African Agriculture all shares of common stock of African Agriculture held
of record or thereafter acquired in favor of the Business Combination, (ii) be bound by certain other covenants and agreements related
to the Business Combination and (iii) be bound by certain transfer restrictions with respect to such securities prior to the Closing of
the Business Combination, in each case, on the terms and subject to the conditions set forth in the African Agriculture Support Agreements. Standby Equity Purchase Agreement Concurrently with the execution of the AA Merger
Agreement, the Company entered into the Standby Equity Purchase Agreement (“SEPA”) with Yorkville Advisors Global, LP (“Yorkville”),
pursuant to which, subject to the consummation of the Business Combination, African Agriculture Holdings, Inc., a Delaware corporation
(“New African Agriculture”) has the option, but not the obligation, to issue, and Yorkville shall subscribe for, an aggregate
amount of up to $100 million of New African Agriculture Common Stock at the time of New African Agriculture’s choosing during the
term of the agreement, subject to certain limitations, including caps on issuance and subscriptions based on trading volumes. Each advance
under the SEPA (an “Advance”) may be for an aggregate amount of New African Agriculture Common Stock purchased at 96% of the
Market Price during a one-day pricing period or 97% of the Market Price during a three-day pricing period elected by New African Agriculture.
The “Market Price” is defined in the SEPA as the VWAP (as defined below) during the trading day, in the case of a one day
pricing period, or the lowest daily VWAP of the three consecutive trading days, in the case of a three day pricing period, commencing
on the trading day on which New African Agriculture submits an Advance notice to Yorkville. “VWAP” means, for any trading
day, the daily volume weighted average price of New African Agriculture Common Stock for such date on Nasdaq as reported by Bloomberg
L.P. during regular trading hours or such other period in the case of a one-day trading period. The SEPA will continue for a term of three
years commencing from the sixth trading day following the closing of the Business Combination (the “SEPA Effective Date”). Pursuant to the SEPA, New African Agriculture
will pay to Yorkville a commitment fee of $1.0 million, which is to be paid on the SEPA Effective Date. New African Agriculture can elect
to pay the commitment fee by issuing New African Agriculture Common Stock to Yorkville in an amount equal to the commitment fee divided
by the average daily VWAP for the five consecutive trading days prior to the SEPA Effective Date. Forward Purchase Agreement Simultaneously
with the execution of the AA Merger Agreement, the Company and African Agriculture entered into an OTC Equity Prepaid Forward Transaction
(the “Forward Purchase Agreement”) with Vellar Opportunity Fund SPV LLC — Series 8 (“Vellar”), a client
of Cohen & Company Financial Management, LLC (“Cohen”). Pursuant to the Forward Purchase Agreement, Vellar intends,
but is not obligated, to purchase through a broker in the open market (a) the Company’s Class A ordinary shares, par value
$0.0001 per share, including from public shareholders who elect to redeem their shares (such purchased shares, the “Recycled
Shares”) in connection with the extraordinary general meeting to vote to approve the Business Combination. Vellar may also purchase
additional Shares in an issuance from the Company (such shares, the “Additional Shares” and, together with the Recycled Shares,
the “Subject Shares”). Pursuant to the Forward Purchase Agreement, Vellar may purchase up to 4,000,000 shares, subject
to automatic reduction to equal the amount of the Company’s ordinary shares outstanding as of the redemption deadline and subject
to increase to up to 10,000,000 shares upon mutual agreement of the Company and Vellar (the “Maximum Number of Shares”).
Vellar has agreed to waive any redemption rights with respect to any Subject Shares in connection with the Business Combination. No later than two days prior to the Prepayment Date, the Company may request that Vellar
provide it an amount in cash of up to 10% of the product of (a) all shares purchased by Vellar pursuant to the Forward Purchase Agreement
and (b) the Initial Price (the “Prepayment Shortfall”) and Vellar shall pay the Prepayment Shortfall either (i) on the Prepayment
Date, in which case such amount shall be deducted from the Prepayment Amount, or (ii) if Vellar submits a request to register the resale
of the shares it holds prior to the Prepayment Date, one business day following the effective date of the resale registration statement.
If the Company elects to receive the Prepayment Shortfall the Share Consideration shall be increased to the product of (x) the greater
of (a) 10% of the Maximum Number of Shares and (b) 400,000 and (y) the Initial Price. From time to time following the Closing but prior
to the Maturity Date (as defined below), Vellar, in its discretion, may declare an early termination
(an “Optional Early Termination”) of the Forward Purchase Agreement with regard to all or a portion of the Subject Shares
(such shares “Terminated Shares”) and remit to New African Agriculture an amount equal to the number of Terminated
Shares multiplied by a price (the “Reset Price”) that adjusts on the first scheduled trading day of each month to be the lowest
of (a) the then-current Reset Price, (b) $10.00 and (c) the VWAP for the last ten trading days of the prior month, but in no case
less than $6.00; and may sell the Subject Shares, at any time and at any sales price, and, by notice to the Company, apply the proceeds
of such sales to offset the Prepayment Shortfall, until such time as the Prepayment Shortfall has been fully repaid, to the extent the
Company elects to receive the Prepayment Shortfall; provided, that Vellar may not declare an Optional Early Termination in respect
of any Subject Shares sold to repay the Prepayment Shortfall. In addition, Vellar would not declare an Optional Early Termination in respect
of Share Consideration Shares, nor would it make payments to New African Agriculture in respect of any Share Consideration Shares
it subsequently sells. To the extent New African Agriculture, 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 shares or any securities of New African Agriculture
or any of its subsidiaries which would entitle the holder thereof to acquire at any time shares at an effective price per share less than
the then existing Reset Price then the Reset Price shall be modified to equal such reduced price. The Forward Purchase Agreement matures
on the earlier to occur of (a) three years after the closing of the Business Combination Agreement and (b) the date specified by Vellar
in a written notice delivered at Vellar’s discretion if either (i) the VWAP of the shares during 20 out of 30 consecutive trading
days is less than $3.00 per share, (ii) the Company fails to register the Backstop Shares as required by the Backstop Agreement,
or (iii) the shares cease to be listed on a national securities exchange (such date, the “Maturity Date”). Upon the occurrence
of the Maturity Date, the Company is obligated to pay to Vellar an amount equal to the product of (a) (x) the Maximum Number of Shares,
less (y) the number of Terminated Shares, multiplied by (b) $2.00 (the “Maturity Consideration”) payable either in cash
or in shares at the option of New African Agriculture. On the Maturity Date, Vellar shall return to New African Agriculture a number of
shares of New African Agriculture Common Stock equal to the number of Recycled Shares less the number of Terminated Shares. In the event
that the Maturity Shares are not (i) (a) registered for resale under an effective registration statement or (b) eligible to be transferred
by Vellar without any restrictions and (ii) bear a restrictive legend (collectively, the “Share Conditions”), Vellar would
be entitled to receive such number of shares equal to 225% of the Maturity Shares (the “Penalty Shares”); provided that
if the Share Conditions are satisfied within 120 days of the Maturity Date, Vellar shall return to the Company the number of Penalty Shares
that are valued in excess of the Maturity Consideration based on the 10-day VWAP ending on such date that the Maturity Shares satisfied
the Share Conditions. At Vellar’s option, the Company will pay the Maturity Consideration on a net basis such that Vellar retains
a number of shares due to the Company upon the Maturity Date equal to the number of Maturity Shares payable to Vellar, only to the extent
the number of shares due to the Company is at least equal to the number of Maturity Shares payable to Vellar, with any remaining Maturity
Consideration to be paid in newly issued shares. The Maturity Date may be accelerated upon occurrences described in the Forward Purchase
Agreement. A break-up fee equal to $500,000 shall be payable, jointly and severally, by the Company and African Agriculture to Vellar
in the event the Forward Purchase Agreement is terminated by either the Company or African Agriculture, subject to certain exceptions.
the Company and African Agriculture may terminate the Forward Purchase Agreement, without penalty, if the number of shares tendered by
public shareholders for redemption in connection with the shareholder vote to approve the Business Combination represent less than 75%
of the total outstanding Class A ordina |
