AGREEMENT AND PLAN OF MERGER dated as of August 9, 2023 by and among 10X CAPITAL VENTURE ACQUISITION Corp. III, 10X AGT Merger Sub, LLC, and AMERICAN GENE TECHNOLOGIES INTERNATIONAL INC.Agreement and Plan of Merger • August 10th, 2023 • 10X Capital Venture Acquisition Corp. III • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of August 9, 2023, is entered into by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“Acquiror”), 10X AGT Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), and American Gene Technologies International Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
ACQUIROR SUPPORT AGREEMENTAcquiror Support Agreement • August 10th, 2023 • 10X Capital Venture Acquisition Corp. III • Blank checks
Prior to any valid termination of the Merger Agreement, each Class B Holder shall take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary under applicable Laws to consummate the Merger and the other transactions contemplated by the Merger Agreement and on the terms and subject to the conditions set forth therein.
FORM OF COMPANY SUPPORT AGREEMENTForm of Company Support Agreement • August 10th, 2023 • 10X Capital Venture Acquisition Corp. III • Blank checks
This COMPANY SUPPORT AGREEMENT (this “Agreement”) is entered into as of [ ● ], 2023, by and among 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“10X”), [ ● ], a [ ● ] (the “Stockholder”), and, solely with respect to Sections 1 - 3 hereof, American Gene Technologies International Inc., a Delaware corporation (the “Company”). Each of 10X, the Stockholder and the Company is sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • August 10th, 2023 • 10X Capital Venture Acquisition Corp. III • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [ ● ], 2023 between [ ● ], a [ ● ] (the “Stockholder”)1, and Addimmune Inc. (f/k/a 10X Capital Venture Acquisition Corp. III), a Delaware corporation (“Addimmune”). The Stockholder and Addimmune are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
