AMENDMENT NO. 3Credit Agreement • February 15th, 2024 • Westrock Coffee Co • Beverages • New York
CREDIT AGREEMENT, dated as of August 29, 2022, and amended as of February 14, 2023 and2023, June 30, 2023 and February 15, 2024 (this “Agreement”), among Westrock Beverage Solutions, LLC, a Delaware limited liability company (f/k/a Westrock Coffee Company, LLC, a Delaware limited liability company) (the “Borrower”), Westrock Coffee Company, a Delaware corporation (f/k/a Westrock Coffee Holdings, LLC, a Delaware limited liability company) (“Holdings”), Wells Fargo Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), as collateral agent (in such capacity, the “Collateral Agent”) and as Swingline Lender (as defined below), Wells Fargo Securities, LLC, as sustainability structuring agent (in such capacity, the “Sustainability Structuring Agent”), and each Issuing Bank and Lender (each as defined below) party hereto from time to time.
Westrock Coffee Company Dealer Manager and Solicitation Agent AgreementDealer Manager and Solicitation Agent Agreement • August 28th, 2024 • Westrock Coffee Co • Beverages • New York
Concurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of Warrants (as described in the Offering Documents, the “Consent Solicitation”) to make certain amendments to the terms of the Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of at least 50% of the number of the outstanding public warrants (which is the minimum number required to amend that certain amended and restated warrant agreement, dated as of August 25, 2022 (the “Warrant Agreement”), by and between the Company and Computershare Inc., a Delaware corporation, and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent, with respect to the public warrants), the proposed amendment to the Warrant Agreement set forth in the Offering Documents shall be adopted with respect to the public warrants. Subject to
CREDIT AGREEMENT dated as of August 29, 2022 among WESTROCK BEVERAGE SOLUTIONS, LLC, as the Borrower, WESTROCK COFFEE COMPANY, as Holdings, THE LENDERS AND ISSUING BANKS PARTY HERETO, and WELLS FARGO BANK, N.A., as Administrative Agent, Collateral...Credit Agreement • August 29th, 2022 • Westrock Coffee Co • Beverages • New York
CREDIT AGREEMENT, dated as of August 29, 2022 (this “Agreement”), among Westrock Beverage Solutions, LLC, a Delaware limited liability company (f/k/a Westrock Coffee Company, LLC, a Delaware limited liability company) (the “Borrower”), Westrock Coffee Company, a Delaware corporation (f/k/a Westrock Coffee Holdings, LLC, a Delaware limited liability company) (“Holdings”), Wells Fargo Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), as collateral agent (in such capacity, the “Collateral Agent”) and as Swingline Lender (as defined below), Wells Fargo Securities, LLC, as sustainability structuring agent (in such capacity, the “Sustainability Structuring Agent”), and each Issuing Bank and Lender (each as defined below) party hereto from time to time.
EMPLOYMENT AGREEMENTEmployment Agreement • March 21st, 2023 • Westrock Coffee Co • Beverages • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, as of August 26, 2022 (the “Effective Date”), by and between Westrock Coffee Company (the “Company”) and Blake Schuhmacher (“Executive”, and together with the Company, the “Parties”).
WESTROCK COFFEE COMPANY 5,000,000 Shares of Common Stock EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • March 18th, 2024 • Westrock Coffee Co • Beverages • New York
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • August 29th, 2022 • Westrock Coffee Co • Beverages • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of August 25, 2022, is by and between (i) Westrock Coffee Holdings, LLC, a Delaware limited liability company, which prior to the Effective Date (as defined below) shall convert to a Delaware corporation bearing the name “Westrock Coffee Company” (the “Company”), and (ii) Computershare Inc., a Delaware corporation (“Computershare Inc.”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company” and together with Computershare Inc., in such capacity as warrant agent, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”), and amends and restates in its entirety that certain Warrant Agreement, dated August 5, 2021 (“Prior Agreement”), by and between Riverview Acquisition Corp., a Delaware corporation ( “RVAC”), and Continental Stock Transfer & Trust Company, a New York corporation (“Prior Warrant Agent”) pursuant to Section 9.8 of the Prior Agreemen
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 30th, 2023 • Westrock Coffee Co • Beverages • Delaware
This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of June 29, 2023, by and among (i) Westrock Coffee Company, a Delaware corporation (the “Corporation”), (ii) Westrock Group, LLC (on behalf of itself and The Stephens Group, LLC, and Sowell Westrock, L.P., as the Investor Designator for the WCC Investors under the Original Investor Rights Agreement) (Westrock Group, LLC, The Stephens Group, LLC and Sowell Westrock, L.P. are collectively referred to as the “Initial WCC Investors”), (iii) BBH Capital Partners V, L.P., BBH Capital Partners V-A, L.P., and BBH CPV WCC Co-Investment LLC (collectively, “Initial BBH Investors”), (iv) Riverview Sponsor Partners, LLC (the “Initial RVAC Investor”), and (v) HF Direct Investments Pool, LLC (the “Initial HF Investor”). Each of the Corporation, the WCC Investors, the BBH Investors, the RVAC Investors and the HF Investors are sometimes referred to as a “Party”. This Agreement shall be effective only as provided in Section
WESTROCK COFFEE COMPANY RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 9th, 2024 • Westrock Coffee Co • Beverages • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) by and between Westrock Coffee Company, a Delaware corporation (the “Company”) and the individual named on the acceptance page hereto (“Participant”) is made as of the date set forth on such acceptance page hereto (the “Grant Date”). Reference is made herein to the Westrock Coffee Company 2022 Equity Incentive Plan, as amended, modified or supplemented from time to time (the “Plan”).
INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 1Incremental Assumption Agreement and Amendment No. 1 • February 14th, 2023 • Westrock Coffee Co • Beverages • New York
CREDIT AGREEMENT, dated as of August 29, 2022, and amended as of February 14, 2023 (this “Agreement”), among Westrock Beverage Solutions, LLC, a Delaware limited liability company (f/k/a Westrock Coffee Company, LLC, a Delaware limited liability company) (the “Borrower”), Westrock Coffee Company, a Delaware corporation (f/k/a Westrock Coffee Holdings, LLC, a Delaware limited liability company) (“Holdings”), Wells Fargo Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), as collateral agent (in such capacity, the “Collateral Agent”) and as Swingline Lender (as defined below), Wells Fargo Securities, LLC, as sustainability structuring agent (in such capacity, the “Sustainability Structuring Agent”), and each Issuing Bank and Lender (each as defined below) party hereto from time to time.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 30th, 2023 • Westrock Coffee Co • Beverages
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 29, 2023, by and between (i) Westrock Coffee Company, a Delaware corporation (the “Company”), and (ii) HF Direct Investments Pool, LLC, a Tennessee limited liability company (“Subscriber”).
FIRST AMENDMENT TO THE AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 7th, 2024 • Westrock Coffee Co • Beverages
This First Amendment to the Amended and Restated Investor Rights Agreement (this “Amendment”) is made and entered into as of November 5, 2024, by and among (i) Westrock Coffee Company, a Delaware corporation, (ii) Westrock Group, LLC (on behalf of itself and The Stephens Group, LLC and Sowell Westrock, L.P., as the Investor Designator for the WCC Investors), (iii) BBH Capital Partners V, L.P., BBH Capital Partners V-A, L.P., and BBH CPV WCC Co-Investment LLC, (iv) 2023-2 R Brad Martin Grantor Retained Annuity Trust and R. Brad Martin, and (v) HF Direct Investments Pool, LLC (collectively, the “Parties”, and each a “Party”), and amends that certain Amended and Restated Investor Rights Agreement, dated as of June 29, 2023, by and among the Parties (the “Agreement”). Capitalized terms not otherwise defined in this Amendment shall have the respective meanings set forth in the Agreement.
Westrock Coffee Holdings, LLC Option Award AGREEMENTOption Award Agreement • June 10th, 2022 • Westrock Coffee Holdings, LLC • Beverages • Delaware
THIS OPTION AWARD AGREEMENT (this “Agreement”) by and between Westrock Coffee Holdings, LLC, a Delaware limited liability company (the “Company”) and the individual named on the signature page hereto (“Participant”) is made as of the date set forth on such signature page hereto (the “Grant Date”) pursuant to the Company’s 2020 Unit Option Incentive Plan (the “Plan”). Reference is made herein to the Amended and Restated Operating Agreement of the Company dated as of February 28, 2020, as amended, modified or supplemented from time to time (the “Operating Agreement”).
PRELIMINARY PROXY CARD SUBJECT TO COMPLETIONProxy Card • August 1st, 2022 • Westrock Coffee Holdings, LLC • Beverages
Westrock Coffee Holdings, LLC RESTRICTED UNIT AWARD AGREEMENTRestricted Unit Award Agreement • June 10th, 2022 • Westrock Coffee Holdings, LLC • Beverages • Delaware
THIS RESTRICTED UNIT AWARD AGREEMENT (this “Agreement”) by and between Westrock Coffee Holdings, LLC, a Delaware limited liability company (the “Company”) and the individual named on the signature page hereto (“Employee”) is made as of the date set forth on such signature page hereto (the “Grant Date”). Reference is made herein to the Amended and Restated Operating Agreement of the Company dated as of February 28, 2020, as amended, modified or supplemented from time to time (the “Operating Agreement”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • September 30th, 2024 • Westrock Coffee Co • Beverages • New York
This amendment (this “Amendment”) is made as of September 30, 2024, by and between Westrock Coffee Company, a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare, the “Warrant Agent”), and constitutes an amendment to that certain amended and restated warrant agreement, dated as of August 25, 2022, by and between the Company and the Warrant Agent (the “Existing Warrant Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 28th, 2024 • Westrock Coffee Co • Beverages • New York
TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 28, 2024, by and among Westrock Coffee Company, a Delaware corporation (the “Company”), and each of the persons listed on Schedule A hereto (each, a “Public Warrant Holder”) and each of the persons listed on Schedule B hereto (each, a “Private Placement Warrant Holder” and, together with the Public Warrant Holders, the “Warrant Holders,” and each, a “Warrant Holder”).
ContractConvertible Note Agreement • February 15th, 2024 • Westrock Coffee Co • Beverages • New York
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
