As
previously announced, on May 2, 2023 and May 5, 2023, in connection with the Extraordinary General Meeting, certain unaffiliated third
party investors of 10X II (the “10X II Investors”) entered into non-redemption agreements (the “Non-Redemption
Agreements”) with 10X II and 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company (“Sponsor”).
Pursuant
to the Non-Redemption Agreements, the 10X II Investors agreed for the benefit of 10X II to (i) vote certain Ordinary Shares
owned or acquired (the “Subject 10X II Equity Securities”) in favor of the Extension Proposal and (ii) not redeem the
Subject 10X II Equity Securities in connection with the Extension Proposal. In exchange for these commitments from the 10X II Investors,
the Sponsor has agreed to transfer to the 10X II Investors (i) an aggregate of 188,177 Class B Ordinary Shares in connection with an extension
until the Extended Date, and (ii) to the extent the Board agrees to further extend the date to consummate an initial business combination
to the Additional Extension Date, an aggregate amount of up to 564,530 Class B Ordinary Shares, which includes the Class B Ordinary
Shares referred to in clause (i), on or promptly after the consummation of the Business Combination (as defined below).
The
foregoing description of the Non-Redemption Agreements is subject to and qualified in its entirety by reference to the full text of the
Form of Non-Redemption Agreement, a copy of which is included as Exhibit 10.1 hereto, and the terms of which are incorporated by reference.
Additionally,
on May 15, 2023, pursuant to the terms of the Charter, as amended by the Optional Conversion Amendment, the Sponsor elected to convert
1,000,000 Class B Ordinary Shares held by it on a one-for-one basis into Class A Ordinary Shares, with immediate effect (such shares,
the “Converted Shares”). The Sponsor will not have any redemption rights in connection with the Converted Shares, 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 IPO. Following such conversion, and as a result of the redemptions described above, there are an aggregate of 3,774,553 Class
A Ordinary Shares issued and outstanding and 5,666,667 Class B Ordinary Shares issued and outstanding.
Additional Information and
Where to Find It
On November 2, 2022, 10X
II entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger
Agreement”), by and among 10X II, 10X AA Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of 10X II, and African
Agriculture, Inc., a Delaware corporation (“African Agriculture”). The Merger Agreement provides for the terms and conditions
of a proposed business combination transaction with African Agriculture (the “Business Combination”).
In connection with the Business
Combination, 10X II filed a Registration Statement on Form S-4 (File No. 333-269342) (as may be amended or supplemented from time to time,
the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) on January 20, 2023,
which includes a preliminary proxy statement/prospectus of 10X II. After the Registration Statement is declared effective, 10X II will
mail a definitive proxy statement/prospectus and other relevant documents to its shareholders. 10X II’s shareholders and other interested
persons are advised to read the Registration Statement, the preliminary proxy statement/prospectus, and amendments thereto, and, when
available, the definitive proxy statement/prospectus in connection with 10X II’s solicitation of proxies for its shareholders’
meeting to be held to approve, among other things, the Business Combination because such documents contain, or will contain, important
information about 10X II, African Agriculture and the Business Combination. Shareholders may obtain copies of the Registration Statement,
each preliminary proxy statement/prospectus and the definitive proxy statement/prospectus, without charge, once available, at the SEC’s
website at www.sec.gov. Alternatively, these documents, when available, can be obtained free of charge by directing a request to: 10X
Capital Venture Acquisition Corp. II, 1 World Trade Center, 85th Floor, New York, NY 10007.
Participants in the Solicitation
10X II, African Agriculture
and their respective directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants
in the solicitation of proxies from 10X II’s shareholders in connection with the Business Combination. Investors and security
holders may obtain more detailed information regarding the names and interests in the Business Combination of 10X II’s directors
and officers in 10X II’s filings with the SEC, including the Registration Statement, and such information and names of African Agriculture’s
directors and executive officers is also in the Registration Statement, which includes the proxy statement of 10X II for the Business
Combination.
Cautionary Note Regarding
Forward-Looking Statements
This Current Report includes,
and oral statements made from time to time by representatives of 10X II may include, forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act
of 1934, as amended. 10X II bases these forward-looking statements on its current expectations and projections about future events. These
forward-looking statements are subject to known and unknown risks, uncertainties, and assumptions about 10X II that may cause 10X II’s
actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements
by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,”
“anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives
of these terms or variations of them or similar terminology. Such forward-looking statements include, but are not limited to, the Business
Combination and related matters, including the shareholders meeting to be held to approve the Business Combination and actions to be taken
in connection with the Business Combination.
These forward-looking statements
are based upon estimates and assumptions that, while considered reasonable by 10X II and its management, and African Agriculture and its
management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations
include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination
of the Merger Agreement; (2) the outcome of any legal proceedings that may be instituted against 10X II, African Agriculture, the combined
company following the consummation of the Business Combination or others following the announcement of the Business Combination; (3) the
inability to complete the Business Combination due to the failure to obtain approval of the shareholders of 10X II or the stockholders
of African Agriculture or to satisfy other closing conditions; (4) changes to the proposed structure of the Business Combination that
may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the
Business Combination; (5) the ability to meet stock exchange listing standards at or following the consummation of the Business Combination;
(6) the risk that the Business Combination disrupts current plans and operations of African Agriculture as a result of the announcement
and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which
may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination;
(9) changes in applicable laws or regulations; (10) the possibility that African Agriculture or the combined company may be adversely
affected by other economic, business and/or competitive factors; (11) 10X II’s inability to complete an initial business combination
within the required time period; and (12) other risks and uncertainties described in 10X II’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2022 under the heading “Item 1A. Risks Factors,” in the Registration Statement and in other
reports 10X II files with the SEC.
Nothing in this Current Report
should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any
of the contemplated results of such forward-looking statements will be achieved. All such forward-looking statements speak only as of
the date of this Current Report. Neither 10X II nor African Agriculture gives any assurance that 10X II or African Agriculture will achieve
its expectations. Accordingly, undue reliance should not be placed upon the forward-looking statements. 10X II and African Agriculture
expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in 10X II’s expectations with regard thereto or any change in events, conditions, or circumstances
on which any such statement is based. All subsequent written or oral forward-looking statements attributable to 10X II or persons acting
on 10X II’s behalf are qualified in their entirety by this “Cautionary Note Regarding Forward-Looking Statements.”
No Offer or Solicitation
This Current Report shall not
constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Business Combination.
This Current Report shall also not constitute an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any
securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any
sale, issuance or transfer of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.