10X Capital Venture Acquisition Corp. II (Form: 8-K, Received: 05/03/2023 06:02:54)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 2, 2023

10X CAPITAL VENTURE ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40722		98-1594494
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1 Word Trade Center, 85th Floor
New York, New York		10007
(Address of principal executive offices)		(Zip Code)

(212) 257-0069

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001, and one-third of one redeemable warrant	VCXAU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	VCXA	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	VCXAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into A Material Definitive Agreement

As previously announced, on November 2, 2022, 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (“10X II”), entered into an Agreement and Plan of Merger (as amended on January 3, 2023, and as further amended 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”).

On May 2, 2023, in connection with the extraordinary general meeting of shareholders (“EGM”) of 10X II, scheduled to be held on May 10, 2023 (or any postponement or adjournment thereof), at which 10X II’s shareholders will vote on, among other things, proposals to amend 10X II’s second amended and restated memorandum and articles of association to extend the date by which 10X II has to consummate an initial business combination (the “Extension Proposals”) from May 13, 2023 to August 13, 2023 (the “Extended Date”) and to allow the board of directors of 10X II (the “Board”), without shareholder approval, to elect to further extend the date to consummate an initial business combination after the Extended Date up to six times, by an additional month each time, up to February 13, 2024 (the “Additional Extension Date”), certain 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 10X II ordinary shares owned or acquired (the “Subject 10X II Equity Securities”) in favor of the Extension Proposals and (ii) not redeem the Subject 10X II Equity Securities in connection with the Extension Proposals. 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 110,261 Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares”), of 10X II 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 330,782 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. The Non-Redemption Agreements are expected to increase the amount of funds that remain in 10X II’s trust account following the EGM relative to the amount of funds expected to remain in 10X II’s trust account had the Non-Redemption Agreements not been entered into. Based upon the amount held in 10X II’s trust account as of May 1, 2023, which was $47,949,535.00, 10X II estimates that the per-share price at which Class A ordinary shares, par value $0.0001 per share, of 10X II included as part of the units sold in 10X II’s initial public offering may be redeemed from cash held in 10X II’s trust account will be approximately $10.33 at the time of the EGM.

Pursuant to the terms of the Non-Redemption Agreements, 10X II and the Sponsor may enter into additional non-redemption agreements from time to time with other parties, subject to the terms set forth in the Non-Redemption Agreements.

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.

Additional Information and Where to Find It

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 filed a definitive proxy statement (as may be amended or supplemented from time to time, the “Definitive Proxy Statement”) with the SEC on April 25, 2023 for the EGM to consider and vote upon the Extension Proposals and other matters and, beginning on or about April 25, 2023, mailed the Definitive Proxy Statement and other relevant documents to its shareholders as of the April 17, 2023 record date for the EGM. 10X II’s shareholders and other interested persons are advised to read the Definitive Proxy Statement and any other relevant documents that have been or will be filed with the SEC in connection with 10X II’s solicitation of proxies for the EGM and, when available, the preliminary proxy statement/prospectus, and amendments thereto, and 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, the Extension Proposals, African Agriculture and the Business Combination. Shareholders may obtain a free copy of the Definitive Proxy Statement, as well as other relevant documents that have been or will be filed with the SEC, and once available, copies of the Registration Statement, each preliminary proxy statement/prospectus and the definitive proxy statement/prospectus, without charge, at the SEC’s website located at www.sec.gov. Shareholders may also obtain copies of the Definitive Proxy Statement by directing a request to Morrow Sodali by telephone by dialing (800) 662-5200 or (203) 658-9400 or by sending an email to VCXA.info@investor.morrowsodali.com.

Participants in the Solicitation

10X II, the Sponsor 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 EGM. Important information regarding 10X II’s directors and executive officers is available in the Definitive Proxy Statement. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests are contained in the Definitive Proxy Statement.

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 on Form 8-K (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, actions to be taken in connection with the EGM, as well as other statements other than statements of historical fact included in the Definitive Proxy Statement.

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) shareholder approval of the proposals at the EGM; (12) 10X II’s inability to complete an initial business combination within the required time period; and (13) 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, in the Definitive Proxy 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1*		Form of Non-Redemption Agreement
104**		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.

**	Furnished herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 2, 2023

	10X CAPITAL VENTURE ACQUISITION CORP. II

	By:	/s/ Hans Thomas
	Name:	Hans Thomas
	Title:	Chairman and Chief Executive Officer

Exhibit 10.1

NON-REDEMPTION AGREEMENT

SPAC		10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (“SPAC”).
Sponsor		10X Capital SPAC Sponsor II LLC

Investor		[ ]

Investor Agreements		Investor commits to own, prior to the date of the special meeting with respect to the SPAC’s shareholder vote in connection with the amendment of SPAC’s Second Amended and Restated Memorandum and Articles of Association to, among other things, extend the date by which the SPAC must consummate an initial business combination (the “Longstop Date”) by three months and to allow the SPAC’s board of directors, without another shareholder vote, to further extend such date up to an additional six times, by an additional month each time (the “Extension”), the lesser of (i) [ ] Class A ordinary shares, par value $0.0001 per share, of SPAC (“SPAC Class A Shares”) and (ii) together with Investor’s affiliates, 9.99% of the total outstanding ordinary shares of the SPAC (the “Investor Shares”). Investor waives any right that it may have to elect to have SPAC redeem any Investor Shares and agrees not to redeem or otherwise exercise any right to redeem, the Investor Shares and to reverse and revoke any prior redemption elections made with respect to the Investor Shares in connection with the Extension. Notwithstanding the foregoing, the waiver and agreement of the Investor set forth above will be of no further force or effect upon the earliest to occur of (a) the mutual written consent of the parties hereto, and (b) the business day following a shareholder vote with respect to the Extension. Investor agrees that neither it, nor any person or entity acting on its behalf or pursuant to any understanding with it, will, from the execution of this agreement (this “Agreement”) until the business day following a successful shareholder vote with respect to the Extension, (a) engage in any hedging transactions or Short Sales (as defined below) with respect to securities of SPAC, (b) offer for sale, sell (including Short Sales), transfer (including by operation of law), place a lien on, pledge, convert, assign or otherwise dispose of (including by gift, merger, tendering into any tender offer or exchange offer or otherwise) or encumber (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement, arrangement, undertaking or understanding (including any profit-sharing arrangement) with respect to, or consent to, a direct or indirect Transfer of, any or all of the Investor Shares, or (c) take any action that would have the effect of preventing or materially delaying the performance of its obligations hereunder. For purposes of this Agreement, “Short Sales” shall include, without limitation, (i) all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage or other similar financing arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and (iii) sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

		Investor agrees that it will and will cause its controlled affiliates to vote (or cause to be voted) or execute and deliver a written consent (or cause a written consent to be executed and delivered) all of Investor’s SPAC Class A Shares and Class B ordinary shares, par value $0.0001 per share, of SPAC (“SPAC Class B Shares”) owned, if any, as of the applicable record date, by any of them at any meeting of the shareholders of the SPAC in favor of the Extension and cause all such shares to be counted as present thereat for purposes of establishing a quorum.

Transferred Sponsor Shares		An amount of fully paid, non-assessable SPAC Class B Shares equal to 10.5% of Investor Shares for the period beginning on May 13, 2023 and ending on August 12, 2023 (the “Initial Extension Period”), plus, to the extent the board of directors of SPAC agrees to further extend the Longstop Date beyond the Initial Extension Period, an additional amount of fully paid, non-assessable SPAC Class B Shares equal to 3.5% of Investor Shares per month, beginning on August 13, 2023 and ending on February 12, 2024 (the “Secondary Extension Period”), with such amounts accruing on the 13th day of each month during the Secondary Extension Period.
Other Investors & Most Favored Nations		The SPAC may enter into additional non-redemption agreements either prior to or following the execution of this Agreement with other parties, provided that in the event that another investor is afforded any such more materially favorable term than the Investor, the Sponsor shall promptly inform the Investor of such more favorable terms in writing, and the Investor shall have the right to elect to have such more favorable terms included herein, in which case the parties hereto shall promptly amend this Agreement to effect the same.
SPAC and Sponsor Agreements		Subject to the compliance of the Investor with the agreements and representations herein and conditioned on the consummation of the Extension, the Sponsor agrees to issue to the Investor the Transferred Sponsor Shares on or promptly after the consummation of the SPAC’s business combination (the “Transfer Date”). The SPAC will not make any amendments to the terms of the Transferred Sponsor Shares stated in the initial public offering (“IPO”) prospectus dated August 10, 2021 (the “IPO Prospectus”). The Transferred Sponsor Shares will not be subject to any lock-up, earn-out, cut-back, reduction, mandatory repurchase, redemption, forfeiture or transfer restriction not described here or in the IPO Prospectus, without the Investor’s prior written consent.
Investor Representations and Warranties:		Investor represents and warrants to SPAC and Sponsor the representations and warranties on Exhibit A hereto.

Termination Event		This Agreement and all of its provisions shall terminate and be of no further force or effect upon the earliest to occur of (a) the mutual written consent of the parties hereto, (b) the failure by SPAC to effectuate the Extension and (c) the Transfer Date
Disclosure		SPAC shall promptly following the execution of this Agreement adequately disclose the material terms and conditions of the transaction contemplated by this Agreement. SPAC shall not name Investor in such disclosure unless required by applicable law or regulation.
Governing Law and Jurisdiction		New York
Trust Account Waiver		Investor acknowledges that SPAC has established a trust account (the “Trust Account”) containing the proceeds of its IPO and certain proceeds of the private placement (including interest accrued from time to time thereon) for the benefit of its public shareholders and certain other parties (including the underwriters of the IPO). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby agrees (on its own behalf and on behalf of its related parties) that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account, and it shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”); provided, that the Released Claims shall not include any rights or claims of the Investor or any of its related parties as a shareholder of SPAC, including, for the avoidance of doubt, the Investor’s right to redeem its SPAC Class A Shares pursuant to the terms of the SPAC’s governing documents and in accordance with the terms of this Agreement.
Entire Agreement		This Agreement and the agreements referenced herein constitute the entire binding agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among the parties hereto to the extent that they relate in any way to the subject matter hereof.

[INVESTOR]		10X CAPITAL VENTURE ACQUISITION CORP. II

By:		By:
	Name:		Name:
	Title:		Title:

10X CAPITAL SPAC SPONSOR II LLC

By:
	Name:
	Title:

EXHIBIT A

(a)

This Agreement has been duly executed and delivered by the Investor and, assuming due authorization, execution and delivery by Sponsor and SPAC, this Agreement constitutes a legally valid and binding obligation of the Investor, enforceable against the Investor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies).

(b)

The execution and delivery of this Agreement by the Investor does not, and the performance by the Investor of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of the Investor or (ii) require any consent or approval that has not been given or other action that has not been taken by any person, in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by the Investor of its obligations under this Agreement.

(c)

The Investor (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the U.S. Securities Act of 1933, as amended) (ii) is acquiring any Transferred Sponsor Shares that may be issued to the Investor pursuant to this Agreement only for its own account and not for the account of others, or if the Investor is acquiring any Transferred Sponsor Shares that may be issued to the Investor pursuant to this Agreement as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified institutional buyer or institutional accredited investor (as the case may be) and the Investor has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring any Transferred Sponsor Shares that may be issued to the Investor pursuant to this Agreement with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. The Investor is not an entity formed for the specific purpose of acquiring any Transferred Sponsor Shares that may be issued to the Investor pursuant to this Agreement, unless such newly formed entity is an entity in which all of the investors are institutional accredited investors, and is an “institutional account” as defined by FINRA Rule 4512(c). The Investor is a sophisticated institutional investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities. Accordingly, the Investor understands that the acquisition of any Transferred Sponsor Shares that may be issued to the Investor pursuant to this Agreement meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under FINRA Rule 2111(b).

(d)

The Investor agrees to comply with Rule 14e-5 of the Exchange Act and not to take any action that would result in the Sponsor or SPAC being in violation of Rule 14e-5 of the Exchange Act.

(e)

The Investor understands that any Transferred Sponsor Shares that may be issued to the Investor pursuant to this Agreement are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Transferred Sponsor Shares have not been registered under the Securities Act. The Investor understands that the Transferred Sponsor Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration statement under the Securities Act, except pursuant to an applicable exemption from the registration requirements of the Securities Act, and in accordance with any applicable securities laws of the applicable states and other jurisdictions of the United States, and that any certificates or book entry records representing the Transferred Sponsor Shares shall contain a restrictive legend to such effect. The Investor acknowledges and agrees that the Transferred Sponsor Shares will be subject to these securities law transfer restrictions and, as a result of these transfer restrictions, the Investor may not be able to readily resell the Transferred Sponsor Shares and may be required to bear the financial risk of an investment in the Transferred Sponsor Shares for an indefinite period of time. The Investor understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Transferred Sponsor Shares.

(f)

In making its decision to invest in the Transferred Sponsor Shares, the Investor has relied solely upon independent investigation made by the Investor and Sponsor’s and SPAC’s representations, warranties and covenants contained herein. The Investor has not relied on any statements or other information provided by anyone other than SPAC concerning SPAC, the Transferred Sponsor Shares or the offer of the Transferred Sponsor Shares. The Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in order to make an investment decision with respect to the Transferred Sponsor Shares and made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to the Investor’s investment in the Transferred Sponsor Shares. The Investor represents and agrees that the Investor and the Investor’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the Investor and its professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Transferred Sponsor Shares. Without limiting the generality of the foregoing, the Investor acknowledges that it has had an opportunity to review the reports publicly filed with the Securities and Exchange Commission.

(g)

Investor became aware of the offering of the Transferred Sponsor Shares solely by means of direct contact between the Investor, Sponsor, SPAC or their representatives or affiliates. The Investor did not become aware of the offering of the Transferred Sponsor Shares, nor were the Transferred Sponsor Shares offered to the Investor, by any other means. The Investor acknowledges that Transferred Sponsor Shares (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under the Securities Act or any state securities laws.

(h)

Investor acknowledges that it is aware that there are substantial risks incident to the ownership of the Transferred Sponsor Shares. The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Transferred Sponsor Shares, and the Investor has had an opportunity to seek, and has sought, such accounting, legal, business and tax advice as the Investor has considered necessary to make an informed investment decision. The Investor is not relying on any statements or representations of Sponsor, SPAC or any of its agents for legal, tax or investment advice with respect to this Agreement or the transactions contemplated by the Agreement. The Investor has fully considered the risks of an investment in the Transferred Sponsor Shares and determined that the Transferred Sponsor Shares are a suitable investment for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in the Transferred Sponsor Shares. The Investor acknowledges specifically that a possibility of total loss exists.

(i)

The Investor understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Transferred Sponsor Shares or made any findings or determination as to the fairness of this investment.

(j)

No broker or finder has acted on behalf of the Investor in such a way as to create any liability on Sponsor or SPAC in connection with this Agreement.

(k)

The Investor is not entering into the transactions contemplated by this Agreement to create actual or apparent trading activity in any security of the SPAC (or any security convertible into or exchangeable for a security of the SPAC) or to raise or depress or otherwise manipulate the price of any security of the SPAC (or any security convertible into or exchangeable for a security of the SPAC) or otherwise in violation of the Exchange Act. The Investor has not entered into or altered, and agrees that the Investor will not enter into or alter, any corresponding or hedging transaction or position with respect to any security of the SPAC.