REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of [●], 2021, is made and entered into by and among 10X Capital Venture Acquisition Corp. II, a Cayman Islands exempted company (the Company), 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company (the Sponsor), Cantor Fitzgerald & Co. (Cantor), the qualified institutional buyers or institutional accredited investors listed under Anchor Investors on the signature pages hereto (the Anchor Investors) and the undersigned parties listed on the signature page hereto under Holders (each such party, together with the Sponsor, Cantor, the Anchor Investors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a Holder and collectively the Holders).
WHEREAS, the Company has 6,666,667 Class B ordinary shares, par value $0.0001 per share (the Founder Shares), issued and outstanding, up to 1,000,000 of which will be forfeited to the Company for no consideration depending on the extent to which the underwriters of the Companys initial public offering exercise their over-allotment option;
WHEREAS, the Founder Shares are convertible into Class A ordinary shares, par value $0.0001 per share (the Ordinary Shares), on the terms and conditions provided in the Companys amended and restated memorandum and articles of association;
WHEREAS, on , 2021, the Company and the Sponsor entered into that certain Private Placement Units Purchase Agreement (the Sponsor Private Placement Units Purchase Agreement), pursuant to which the Sponsor agreed to purchase 455,000 private placement units (the Sponsor Private Placement Units) in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering;
WHEREAS, on , 2021, the Company and Cantor entered into that certain Private Placement Units Purchase Agreement (the Underwriter Private Placement Units Purchase Agreement and, collectively with the Sponsor Private Placement Units Purchase Agreement, the Private Placement Units Purchase Agreements), pursuant to which Cantor agreed to purchase 200,000 private placement units (the Underwriter Private Placement Units and, collectively with the Sponsor Private Placement Units, the Private Placement Units), each Private Placement Unit consisting of one Ordinary Share and one-third of one redeemable warrant (the Private Placement Warrants) in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering;
WHEREAS, in order to finance the Companys transaction costs in connection with its search for and consummation of an initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into private placement-equivalent units (Working Capital Units) at a price of $10.00 per unit at the option of the lender; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: