INVESTMENT MANAGEMENT TRUST AGREEMENT
This Investment Management Trust Agreement (this Agreement) is made effective as of [●], 2021 by and between 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (the Company), and Continental Stock Transfer & Trust Company, a New York corporation (the Trustee).
WHEREAS, the Companys registration statement on Form S-1, File No. 333-253867 (the Registration Statement) and prospectus (the Prospectus) for the initial public offering (the Offering) of the Companys units (the Units), each of which consists of one Class A ordinary share, par value $0.0001 per share (the Ordinary Shares), and one-third of one redeemable warrant, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and
WHEREAS, the Company has entered into an Underwriting Agreement (the Underwriting Agreement) with Cantor Fitzgerald & Co., as representative (the Representative) of the several underwriters (the Underwriters) named therein; and
WHEREAS, if a Business Combination (as defined below) is not consummated within the initial 15 month period following the closing of the Offering, the Companys insiders may extend such period by an additional three months (the Extension) by depositing $2,000,000 (or $2,300,000 if the over-allotment option is exercised in full) into the Trust Account (as defined below) no later than the 15 month anniversary of the closing of the Offering (the Extension Deadline), in exchange for which they will receive promissory notes.
WHEREAS, as described in the Prospectus, $200,000,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in the Underwriting Agreement) (or $230,000,000 if the Underwriters over-allotment option is exercised in full), plus any amount eventually deposited pursuant to an Extension, will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the Trust Account) for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee, including amounts to be delivered pursuant to the Extension, if any, (and any interest subsequently earned thereon) is referred to herein as the Property, the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the Public Shareholders, and the Public Shareholders and the Company will be referred to together as the Beneficiaries); and
WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $7,000,000, or up to $8,650,000 if the Underwriters over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters upon and concurrently with the consummation of the Business Combination (the Deferred Discount); and
WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.
NOW THEREFORE, IT IS AGREED:
1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:
(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) in the United States, maintained by the Trustee and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;
(b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;
(c) In a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Companys instructions hereunder and the Trustee may earn bank credits or other consideration;