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10X Capital Venture Acquisition Corp. II *

10X Capital Venture Acquisition Corp. II *

Mar 4, 2021 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: African Agriculture, Inc.

ENTERPRISE VALUE: $450 million
ANTICIPATED SYMBOL:  tbd

10X Capital Venture Acquisition Corporation II proposes to combine with African Agriculture, Inc.

African Agriculture, Inc. is a global food security company based in New York, which currently operates an alfalfa farm in Senegal and owned additional arable land on the African continent to meet the growing demand for agricultural commodities globally.

SUBSEQUENT EVENT – 11/30/23 – LINK

  •  Amendments to the Business Combination Agreement
    • On November 29, 2023, the parties amended the Merger Agreement to waive the requirement for African Agriculture to execute an Offtake Agreement.
    • In return, at Closing, non-redeeming shareholders of 10X II will receive a pro rata share of 3 million additional PubCo Shares as Waiver Consideration Shares.
    • These shares will be allocated from a Public Holder Pool for public holders and via private placement for private holders.
    • If no redemptions occur, public holders will get 673,500 shares, and private holders will get 2,326,500 shares, with the Sponsor receiving 1,838,956 shares.
      • If all shares are redeemed, private holders, including the Sponsor with 2,371,316 shares, will get all 3 million Waiver Consideration Shares.
    • Furthermore, the lock-up agreement for certain African Agriculture shareholders has been modified, with transfer restrictions lifting on one-third of their PubCo Shares either after an Offtake Agreement is signed or 12 months post-Closing.
  • Entry into Cash-Settled Equity Derivative Transaction
    • On November 29, 2023, 10X II and African Agriculture amended their merger agreement, allowing the Seller to convert its African Agriculture shares into 11.5 million Pubco Shares, and commit up to $11.5 million to Pubco in five stages.
    • The Seller may later terminate this agreement, reduce share commitments by 50% before the business combination closes if shareholding limits are exceeded, and must pay cash settlements based on various valuation conditions.
    • The agreement includes provisions for a Dilutive Offering Reset and indemnifies the Seller against losses, with Pubco covering reasonable legal fees up to $100,000.
      • If the merger doesn’t close, the agreement can be terminated.
    • The Valuation Date for the Seller will be the earliest of 24 months post-Closing, a drop in Pubco Shares’ price, a date chosen by the Seller, or a date set by Pubco following a default by the Seller, with certain conditions restricting the Seller’s ability to specify dates until initial funding obligations are met or ten days post-Closing if shares aren’t transferred.
  • Entry into Share Issuance Agreement
    • Under a Share Issuance Agreement tied to the CSED and Share Transfer, 10X II will issue 11,701,250 private placement PubCo Shares to the AA Shareholder within five days post-Business Combination close, subject to conditions, at no extra cost.
  • Termination of OTC Equity Prepaid Forward Transaction 
    • On November 29, 2023, the parties agreed to end the Forward Transaction, with VOF waiving rights to legal fee reimbursements and Break-up Fee payments as outlined in the Confirmation.

EXTENSION – 5/16/23 – LINK

  • The SPAC approved the extension from May 13, 2023, to August 13, 2023 (referred to as the “Extended Date”). Additionally, the board has the authority, without requiring another shareholder vote, to further extend the deadline for up to six times. Each extension can be made for an additional month, with a two-day advance notice prior to the respective deadline. The final possible extension would be until February 13, 2024.
    • 2,522,477 shares were redeemed at the meeting for $10.32 per share.
    • No contribution will be made into the trust account.

EXTENSION – 11/9/22 – LINK

  • The Shareholders approved the proposal to extend the time available to complete their initial business combination from November 13, 2022, to May 13, 2023.
  • In connection with the Extension, a total of 212 Shareholders have elected to redeem an aggregate of 15,357,970 Class A Ordinary Shares, representing approximately 74.35% of the issued and outstanding Class A Ordinary Shares. 

SUBSEQUENT EVENT – 11/4/22 – LINK

  • On November 4, additional IPO anchor investors of 10X II entered into non-redemption agreements with 10X II and Sponsor.
  • Such 10X II Anchor Investors agreed for the benefit of 10X II to:
    • (i) vote certain 10X II ordinary shares now owned or hereafter acquired, representing 3,355,743 10X II ordinary shares in the aggregate, in favor of the proposal to amend 10X II’s organizational documents to extend the time 10X II is permitted to close a business combination and
    • (ii) not redeem the Subject 10X II Equity Securities in connection with such proposal.
  • In connection with these commitments from the 10X II Anchor Investors, Sponsor has agreed to transfer to each 10X II Anchor Investor an amount of its Class B ordinary shares following the Closing of the Merger.

TRANSACTION

  • Upon closing of the transaction, which values AAGR at an estimated enterprise value of $450 million
  • 10X II and AAGR have secured a $100 million standby equity financing facility from YA II PN, LTD., an affiliate of Yorkville Advisors.
  • 10X II has also entered into a forward purchase agreement with a client of Cohen, whereby such party has agreed to purchase, if applicable, shares of 10X II’s Class A ordinary shares prior to the closing of the business combination for a purchase price of up to $100 million in the event of potential redemptions by 10X II’s shareholders.
  • The transaction is expected to be completed in the first half of 2023

SPAC FUNDING

  • Non-Redemption Agreement
    • 10X II Anchor Investor agreed for the benefit of 10X II to vote certain 10X II ordinary shares now owned or hereafter acquired, in favor of the proposal to amend 10X II’s organizational documents to extend the time 10X II is permitted to close a business combination and not redeem the Subject 10X II Equity Securities in connection with such proposal.
    • In connection with these commitments from the 10X II Anchor Investors, Sponsor has agreed to transfer to each 10X II Anchor Investor an amount of its Class B ordinary shares following the Closing of the Merger.
    • 10X II and Sponsor may enter into additional Non-Redemption Agreements with investors such that an aggregate of up to 4,550,000 10X II ordinary shares are subject to Non-Redemption Agreements.
  • Standby Equity Purchase Agreement
    • Yorkville shall subscribe for, an aggregate amount of up to $100 million of New African Agriculture Common Stock at the time of New African Agriculture’s choosing during the term of the agreement, subject to certain limitations, including caps on issuance and subscriptions based on trading volumes.
    • Each advance under the SEPA (an “Advance”) may be for an aggregate amount of New African Agriculture Common Stock purchased at 96% of the Market Price during a one-day pricing period or 97% of the Market Price during a three-day pricing period elected by New African Agriculture.
    • Pursuant to the SEPA, New African Agriculture will pay to Yorkville a commitment fee of $1.0 million, which is to be paid on the SEPA Effective Date.
  • Forward Purchase Agreement [TERMINATED]
    • The aggregate total Subject Shares will be 4,000,000, subject to automatic reduction to equal the amount of 10X II ordinary shares outstanding as of the redemption deadline and subject to increase to up to 10,000,000 upon mutual agreement of 10X II and Seller (the “Maximum Number of Shares”).
    • The Forward Purchase Agreement provides that following the closing of the Business Combination, 10X II will pay to Seller, out of funds held in its account, an amount equal to (x) the pre-share redemption price multiplied by (y) the number of Recycled Shares on the date of such prepayment.
      • At the option of 10X II, up to 10% of such Prepayment Amount may be paid to 10X II and netted from the Prepayment Amount (the “Prepayment Shortfall”).
    • Upon the occurrence of the Maturity Date, 10X II is obligated to pay to Seller an amount equal to the product of (a) (x) the Maximum Number of Shares, less (y) the number of Terminated Shares, multiplied by (b) $2.00 payable in cash or in shares at the option of 10X II. The Maturity Date may be accelerated upon occurrences described in the Forward Purchase Agreement.

LOCK-UP

  • Sponsor and Company
    • 1/3 the shares will be released 6 months after the Closing Date
    • 2/3 of the shares will be released 12 months after the Closing Date
      • If the share price equals or exceeds $12.00 for 20/30 trading days, the shares will be unlocked as well
    • All shares will be released from lock-up 12 months after the Closing Date – LINK

NOTABLE CONDITIONS TO CLOSING

  • 10X II having available at Closing at least $10,000,000 in cash or cash commitments (after taking into account any redemptions by the 10X II’s public shareholders and certain transaction expenses)

NOTABLE CONDITIONS TO TERMINATION

  • by either 10X II or African Agriculture if the Closing has not occurred on or before May 13, 2023 (the “Termination Date”)
  • By either 10X II or African Agriculture if the Extension Proposal (as defined in the Merger Agreement) is not duly approved on or before November 13, 2022

Termination Fee

  • African Agriculture will be obligated to pay 10X II a termination fee equal to 1.0% of the Merger Consideration if the Merger Agreement is terminated by 10X II pursuant to clause (ii) or (iv) of the preceding paragraph or by African Agriculture pursuant to clause (iv) of the Merger Agreement. 10X II will be obligated to pay African Agriculture a termination fee equal to 1.0% of the Merger Consideration if the Merger Agreement is terminated by African Agriculture pursuant to clause (iii) of the preceding paragraph.

ADVISORS

  • Canaccord Genuity is serving as a financial advisor to 10X II on this transaction.
  • Latham & Watkins LLP is legal counsel to 10X II.
  • Morrison Cohen LLP is legal counsel to the Company.

The below-announced combination was terminated on 8/15/22.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: PrimeBlock [Terminated]

ENTERPRISE VALUE: $1.323 billion
ANTICIPATED SYMBOL: tbd

10X Capital Venture Acquisition Corp. II proposes to combine with Prime Blockchain Inc. (“PrimeBlock” ), a diversified infrastructure provider for blockchain technology that owns and operates a portfolio of proprietary data centers and crypto assets mining operations in North America.

  • In Q4 2021, PrimeBlock generated $24.4 million of revenue, and has over 110 megawatts of installed data center capacity
  • Led by Co-founded by Web 3 entrepreneurs Ryan Fang & Chandler Song, who founded a leading blockchain infrastructure and developer platform
  • CEO Gaurav Budhrani, a former Goldman Sachs investment banking veteran who advised on over $300 billion in crypto, technology and natural resources transactions

TRANSACTION

  • Business combination based on an enterprise value of approximately $1.323 billion
  • 10X Capital and PrimeBlock have secured a $300 million committed equity financing facility from CF Principal Investments LLC, an affiliate of Cantor Fitzgerald & Co.
  • Merger expected to be completed by 2H 2022; combined company expected to be listed on NASDAQ

10x II Transaction Overview

PIPE

  • There is no PIPE in this transaction.

LOCK-UP

Sponsor Lock-Up:

  • For a period ending six months after Closing (the “First Lock-up Period”):
    • Subject to a lock-up with respect to 1,777,443 Lock-Up Shares,
  • For a period beginning six months after Closing and ending twelve months after Closing (the “Second Lock-up Period”):
    • Subject to a lock-up with respect to 3,554,885 Lock-Up Shares;
    • Provided that the lock-up shall expire upon the date on which the last reported sale price of the shares of New PrimeBlock Common Stock exceeds $12.00 per share for any twenty (20) trading days within any consecutive thirty (30) trading day period during the Second Lock-up Period.

Company Lock-Up:

  • At the Closing, the Company Lock-up Parties shall enter into a Lock-Up Agreement with Acquiror in substantially the form attached as the “Company Lock-Up Agreement”.

CANTOR SHARE PURCHASE AGREEMENT

  • On March 31, 2022, 10X II entered into a stock purchase agreement (the “Cantor Purchase Agreement”) with CF Principal Investments LLC (the “Investor”) relating to a committed equity facility (the “Committed Equity Facility”).
  • New PrimeBlock will have the right, following the closing of the Business Combination, to sell to the Investor up to the lesser of:
    • (i) $300 million of New PrimeBlock Common Stock and
    • (ii) the Exchange Cap, subject to certain customary conditions and limitations set forth in the Cantor Purchase Agreement.
  • Following the Closing, New PrimeBlock will have the right, but not the obligation, until the first day of the month following the 36-month period from and after the Commencement, to direct the Investor to purchase up to a specified maximum amount of shares of New PrimeBlock Common Stock.
  • The purchase price of the shares of New PrimeBlock Common Stock that New PrimeBlock elects to sell to Investor will be 98% of the VWAP of the shares of New PrimeBlock Common Stock during the applicable purchase date.
  • In no event may New PrimeBlock issue to the Investor under the Cantor Purchase Agreement more than 19.99% of the voting power or number of shares of New PrimeBlock Common Stock outstanding, calculated in accordance with applicable Nasdaq rules (the “Exchange Cap”), unless:
    • (i) New PrimeBlock obtains stockholder approval to issue shares of New PrimeBlock Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or
    • (ii) the average purchase price per share for all of the shares of New PrimeBlock Common Stock sold to the Investor equals or exceeds the lower of:
      • (a) the Nasdaq official closing price for the ordinary shares of the Company on the date of the Cantor Purchase Agreement and
      • (b) the arithmetic average of the five Nasdaq official closing prices for the Common Stock during the five-trading day period ending on (and including) the date of the Cantor Purchase Agreement, as adjusted pursuant to applicable Nasdaq rules.
  • In connection with the execution of the Cantor Purchase Agreement, 10X II agreed to issue shares of New PrimeBlock Common Stock to Investor (the “Commitment Shares”) as consideration for its irrevocable commitment to purchase the shares of New PrimeBlock Common Stock.
  • The number of Commitment Shares issued will be calculated based on the price of New PrimeBlock Common Stock at Closing and the timing of the filing of the registration statement to register the resale of the Commitment Shares and the shares of New PrimeBlock Common Stock sold to the Investor under the Committed Equity Facility.

NOTABLE CONDITIONS TO CLOSING

  • The obligation of PrimeBlock to consummate the Business Combination is subject to 10X II having an aggregate cash and cash commitments (including commitments under the Committed Equity Facility) of greater than $150,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated by either 10X II or PrimeBlock if the Business Combination is not consummated by November 13, 2022.

ADVISORS

  • Cantor Fitzgerald & Co. is serving as capital markets advisor to 10X Capital
  • Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC and Canaccord Genuity are serving as financial advisors to 10X Capital.
  • King & Spalding LLP is legal counsel to CF Principal Investments LLC in connection with the Committed Equity Facility.
  • Latham & Watkins LLP is legal counsel to 10X Capital.
  • White & Case LLP and Reed Smith LLP are each legal counsel to PrimeBlock.
  • DLA Piper LLP (US) is legal counsel to Cohen & Company Capital Markets.

MANAGEMENT & BOARD

Executive Officers

Hans Thomas, 43
Chairman and Chief Executive Officer

Mr. Thomas founded 10X Capital in January 2004, and since its founding, he has served as chief executive officer of 10X Capital. Since July 2019, he has served chairman of 10X Capital subsidiary Growth Technology Partners and chairman of 10X Capital Partners, a FINRA-registered investment adviser. Mr. Thomas also served as executive director of One Zero Capital, a New York City-based financial technology (“FinTech”) investor, from August 2001 until December 2019. As an entrepreneur, Mr. Thomas was on the founding teams of venture-backed FinTech startup InternetCash (1999), online mortgage firm RefinanceOne (2004) and data science firm TheNumber (2015). Mr. Thomas is regarded as a top technology sector investor, financier and visionary because of his track record of identifying and investing in promising early stage opportunities and connecting them with institutional capital to help accelerate their growth. Notable portfolio companies and personal investments include Robinhood, AlphaFlow, Inc., Milo Credit, Better and Climb, whose equity investors include Sequoia, Kleiner Perkins, Point72 Ventures, Social Capital, and QED Investors, and whom have obtained significant financing from leading institutional investors and investment banks, such as The Blackstone Group, Inc. (NYSE: BX), The Goldman Sachs Group, Inc. (NYSE: GS) and Jefferies Group LLC. Mr. Thomas was also involved with 10X Capital’s role as an early investor in DraftKings Inc. (Nasdaq: DKNG), which completed a business combination with Diamond Eagle Acquisition Corp., a SPAC, in April 2020. Mr. Thomas was also actively involved in the business combination process of Shift Technologies, Inc. (“Shift”), which announced a business combination transaction with Insurance Acquisition Corp. (Nasdaq: INSU), a SPAC, in June 2020. Mr. Thomas also currently serves as Chairman and Chief Executive Officer of 10X I and 10X III. Mr. Thomas attended New York University.

David Weisburd, 35
Chief Operating Officer, Head of Origination and Director

Mr. Weisburd founded the venture capital firm Growth Technology Partners in May, 2015 and served as general partner until December 2019, when the firm was acquired by 10X Capital. The portfolio companies of Growth Technology Partners include 23andMe, CaaStle, Circle, Palantir, Pipefy, Punchh, Ripple, Tonal, Vicarious and Wish. Mr. Weisburd now serves as General Partner and co-head of venture capital at 10X Capital, where he has led the firm’s investments into Robinhood, Compass Therapeutics, HeadSpace and DraftKings Inc. (Nasdaq: DKNG). Mr. Weisburd also serves as a partner of Flight VC, an investment syndicate with over 2700 members across Silicon Valley and other tech hubs including Boston, Los Angeles, and New York, and whose members range from angel investors to entrepreneurs and venture capitalists. Flight VC has a prolific track record investing in companies including Betterment, Carta, Cruise Automotive, Discord, Dollar Shave Club, Fastly, Inc. (NYSE: FSLY), LinkedIn, Paypal, Inc. (Nasdaq: PYPL), Rent the Runway, and many others. In addition to his direct investment activity, Mr. Weisburd has also conducted a substantial amount of secondary market investment into companies such as Lyft, Inc. (Nasdaq: LYFT), One Medical Group (Nasdaq: ONEM), Space X, and Spotify (NYSE: SPOT). Prior to his venture capital career, Mr. Weisburd was on the founding teams of two venture-backed technology startups, isocket (acquired by Magnite (Nasdaq: MGNI)) and RoomHunt (acquired by RentLingo). Mr. Weisburd also currently serves as Chief Operating Officer and a member of the board of directors of 10X I and 10X III. Mr. Weisburd received a BS in management and entrepreneurship from Indiana University — Kelley School of Business, an MBA from Dartmouth — Tuck School of Business, and is currently pursuing a masters in psychology from Harvard University.

Guhan Kandasamy, 39
Chief Financial Officer

Since April, 2018, Mr. Kandasamy has served as the chief credit and data officer and a member of the board of directors of 10X Capital Partners, LLC, where he also served as a member of the investment committee and oversaw the firm’s credit policy. In 2015, Mr. Kandasamy co-founded TheNumber, a One Zero Capital company, which provides credit market analytics and intelligence to leading credit hedge funds, Bulge Bracket Banks and Retail Banks. At TheNumber, he first served as the founding product manager, and as chief executive officer from January 2016 to March 2018. From October, 2010 to January 2015, Mr. Kandasamy served as global head of product and data analytics at Opera Solutions, LLC (now ElectrifAi), where he co-founded the company’s financial services vertical while helping the founders raise its first private capital from Silver Lake Partners, KKR & Co. Inc. and Wipro Limited (NYSE: WIT). Mr. Kandasamy has also previously served as Vice President of US Structured Finance for the global credit ratings agency DBRS, Inc. and as analyst for the private secondary market firm SecondMarket, Inc., which was later acquired by Nasdaq. Prior to that, as its first product employee, he served as the founding product manager at CoreLogic, Inc. (NYSE: CLGX) from January 2004 to June 2007, and there he led development of CoreLogic’s product suite including Loansafe, the credit risk product used by a large portion of the mortgage market, as well as CoreLogic’s initial Automated Value Models (“AVMs”) and AVM cascade models for real estate assets, which remain the industry standard. During his tenure, he provided key evaluation and assistance to CoreLogic through several major corporate acquisitions, including First American Corporation. The company now produces over $1.7B in annual revenue and has an enterprise value of $5.3B. Mr. Kandasamy began his career in 2003 at the Federal National Mortgage Association (“Fannie Mae”) as a credit risk policy analyst, where he developed the agency’s still-operational and patented Consumer Credit Risk Assessment Model (FMCA), along with several capital allocation, collateral risk and property valuation models. Mr. Kandasamy also currently serves as Chief Financial Officer of 10X I and 10X III. Mr. Kandasamy received an MBA with a concentration in Finance from Oxford University in 2010 and a received a double BA from Johns Hopkins University in 2003.

Oliver Wriedt, 48
President and Head of Capital Markets

Mr. Wriedt has twenty-seven years of experience in lending, structuring, portfolio management and business development. He has been an investor in early stage FinTech companies since 2014. Mr. Wriedt most recently served as chief executive officer of DFG Investment Advisers (“DFG”) from April 2019 to July 2020. DFG is a structured credit asset manager focused on collateralized loan obligations (“CLOs”) and leveraged loans, with $8 billion of assets under management (“AUM”). Prior to DFG, Mr. Wriedt spent six years at CIFC Asset Management from March 2012 to May 2018, where he most recently served as co-chief executive officer. During his tenure at CIFC, Mr. Wriedt took the company private in a $333 million strategic sale. CIFC’s AUM have grown to $26 billion. Mr. Wriedt was responsible for business development at the credit arm of Providence Equity Partners from 2010 to 2012. Later renamed Benefit Street, the asset manager grew to $26 billion and was acquired by Franklin Templeton (NYSE: BEN). Mr. Wriedt was previously a partner at Sciens Capital Management from 2008-2009 and was a partner at Golden Tree Asset Management from 2004 to 2008. Mr. Wriedt was originally trained as a banker at Deutsche Bank (NYSE: DB) and NORD/LB in Hannover, Singapore, London and New York. Since February 2020, Mr. Wriedt has served on the board of directors of Cadence Group, Inc., a New York-based digital securitization and investment platform for private credit. He is a seed investor in FinTech lenders Milo Credit and Pollen VC and payment platforms EMQ and QRails. In addition, he serves on the Board of Directors of The River Fund, a non-profit organization dedicated to eradicating hunger, homelessness and poverty in New York City. Mr. Wriedt also currently serves as President and Head of Capital Markets of 10X I and 10X III. Mr. Wriedt graduated from Duke University in 1993 with an AB in History and Economics.

Board of Directors

Christopher Jurasek, 55
Director Nominee

Mr. Jurasek has been an operating executive for Clearlake Capital Group, L.P. (“Clearlake”) since 2014. Clearlake is a Los Angeles-based private equity investor with $24 billion of AUM. Clearlake’s core target sectors include software and technology-enabled services, industrials and consumer. Since June 2020, Mr. Jurasek has also served as the chief executive officer of EagleView, a leading technology provider of aerial imagery, data analytics and GIS solutions with more than 200 patents, backed by Clearlake and Vista Equity Partners. Prior to EagleView, Mr. Jurasek served as president of JetSmarter, a private aviation software company acquired by Vista Global, from August 2018 to December 2019. Between February 2013 and January 2020, Mr. Jurasek also held the roles of president, chief executive officer and vice chairman of Calero Software, LLC, which merged with technology expense management software firm MDSL in a 2019 deal backed by Oak Hill Capital and Riverside Partners. From August 2017 to January 2019, he served as a member of the board of directors of ConvergeOne Holdings, Inc., a leading IT services provider of collaboration and technology solutions for large and medium enterprises, which went public through a business combination with a SPAC, Forum Merger Corp., in February 2018 at an enterprise value of $1.2 billion, and was subsequently acquired by CVC for $1.8 billion ($12.50 per common share). Mr. Jurasek also currently serves as a member of the board of directors of 10X I and 10X III. Christopher earned his MBA from the Kellogg School of Management at Northwestern University and holds a bachelor’s degree from Bowling Green State University.

Boris Silver, 32
Director Nominee

Boris Silver is a technology entrepreneur and venture capital investor. Boris Silver is a technology entrepreneur and venture capital investor. Mr. Silver is Co-Founder and President of FundersClub Inc. (together with its affiliates and advised funds, “FundersClub”), a Silicon Valley-based online venture capital platform. FundersClub has invested in companies including Instacart, GitLab, Webflow, and others. FundersClub portfolio companies that have been acquired include Screenhero (acquired by Slack prior to direct listing of Slack (NYSE: WORK)), StatusPage (acquired by Atlassian (NASDAQ: TEAM)), and Second Measure (acquired by Bloomberg). Mr. Silver graduated Summa Cum Laude with a Bachelor of Science in Economics from the Wharton School of the University of Pennsylvania, and is also an alumnus of Y Combinator.

Woodrow H. Levin, 42
Director Nominee

Mr. Levin has served on the board of directors of DraftKings Inc. (Nasdaq: DKNG) since December 2013 and has helped the company navigate numerous regulatory and strategic challenges throughout his tenure, culminating in the recent merger with a SPAC, Diamond Eagle Acquisition Corp., in April 2020. Since February 2019, Woody has been the founder and chief executive officer of Extend, Inc., a venture-backed technology company offering an application programming interface-first solution for merchants to offer extended warranties and protection plans. From February 2018 to February 2019, Mr. Levin was the founder and chief executive officer of 3.0 Capital, a multi-strategy crypto asset hedge fund. From August 2015 to February 2018, Mr. Levin was vice president of growth at DocuSign, Inc. (Nasdaq: DOCU) (“DocuSign”), which allows organizations to digitally prepare, sign and manage agreements. Mr. Levin founded Estate Assist, Inc. in February 2014, and has served as its chief executive officer until September 2015, when it was acquired by DocuSign. Mr. Levin also currently serves as a member of the board of directors of 10X I and 10X III. Mr. Levin received a BA in business from the University of Wisconsin and a JD from the Chicago-Kent School of Law, Illinois Institute of Technology.

ByKristi Marvin