JOINDER TO THE AGREEMENT AND PLAN OF MERGER

CONFIDENTIAL    

    EXECUTION VERSION

JOINDER TO THE AGREEMENT AND PLAN OF MERGER

This Joinder to the Agreement and Plan of Merger (this “Joinder Agreement”) is executed by the undersigned (each, a “Joining Shareholder” and collectively, the “Joining Shareholders”) pursuant to the terms of that certain Agreement and Plan of Merger, dated as of January 22, 2021 (the “Merger Agreement”), by and among (i) MGP Ingredients, Inc., a Kansas corporation; (ii) Luxco Group Holdings, Inc., a Delaware corporation; (iii) LRD Holdings LLC, a Delaware limited liability company; (iv) LDL Holdings DE, LLC, a Delaware limited liability company; (v) KY Limestone Holdings LLC, a Delaware limited liability company; (vi) Xxxx X. Xxx, as Sellers’ Representative; (vii) London HoldCo, Inc., a Delaware corporation (“HoldCo”); and (viii) upon signing this Joinder Agreement, the Joining Shareholders. Capitalized terms used but not defined in this Joinder Agreement shall have the meanings ascribed to such terms in the Merger Agreement, a copy of which has been made available to the Joining Shareholders.

    Each Joining Shareholder hereby acknowledges, agrees and confirms, by its execution of this Joinder Agreement, as follows:

1.Joinder. Each Joining Shareholder shall be deemed to be a party to the Merger Agreement as of the date hereof and shall have all of the rights and obligations of a “Seller” thereunder as if it had executed the Merger Agreement. Each Joining Shareholder hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Merger Agreement applicable to the Sellers.

2.Representations. Each Joining Shareholder hereby represents and warrants that:

a.Such Joining Shareholder has been represented by and consulted with independent legal counsel or other advisors (or has had the opportunity to consult with independent counsel or other advisors and has declined to do so);

b.Such Joining Shareholder has carefully read and fully understands this Joinder Agreement and the Merger Agreement in their entirety and has had them fully explained to him, her or it by such counsel (or has had such opportunity but declined to avail himself, herself or itself of this right and opportunity);

c.Such Joining Shareholder is fully aware of the contents hereof and the meaning, intent and legal effect thereof; and

d.Such Joining Shareholder is competent to execute this Joinder Agreement and has executed this Joinder Agreement free from coercion, duress or undue influence.

3.Termination of Agreements and Waiver of Certain Rights.

a.By delivery of this Joinder AGREEMeNt, each joining shareholder acknowledges that he, she or it hereby irrevocably waives any dissenters’ rights, appraisal rights or similar rights that such joining shareholder may have arising out of the consummation of the Merger and the transactions contemplated by the Merger

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Agreement, whether arising pursuant to the delaware General corporate law, the Kansas general corporation code, other applicable legal requirements, contract or otherwise, and each joining shareholder hereby withdraws all written objections to the Merger Agreement and/or demands for appraisal, if any, with respect to the shares of THE COMPANIES AND/OR THE SHARES OF holdco Stock owned by such joining shareholder AS OF THE DATE HEREOF OR AS OF IMMEDIATELY PRIOR TO CLOSING.

b.Each Joining Shareholder hereby waives any pre-emptive or other purchase rights and all notice provisions under any shareholder agreement that such Joining Shareholder is a party to, and hereby consents to the Merger Agreement, the Merger and the Transactions contemplated hereby and thereby.

c.Effective as of the Effective Time, each Joining Shareholder acknowledges and agrees to the termination of, and hereby does terminate, without the need for any further action on the part of any party thereto, and without liability or continuing obligation on the part of the Company Group Members, any shareholder or similar agreement that Joining Shareholder is a party to with respect to the Company Group Members.

4.Miscellaneous. The provisions of Sections 11.1 through Section 11.11 and Section 11.13 of the Merger Agreement are incorporated herein by reference, mutatis mutandis.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date: January 23, 2021

Luxco 2017 Irrevocable Trust:

/s/ Xxxx X. Xxx                    

XXXX X. XXX, Investment Trustee of the

LUXCO 2017 IRREVOCABLE TRUST

DATED JUNE 19, 2017

[Signature Page to Joinder Agreement]

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date: January 23, 2021

Xxx X. Xxx 0000 Xxxxxxxxxxx Xxxxx XXX Xxxx X. Xxx:

/s/ Xxxx X. Xxx                    

XXXX X. XXX, Trustee of the

XXX X. XXX 2005 IRREVOCABLE TRUST

FBO XXXX X. XXX DATED

SEPTEMBER 16, 2005

[Signature Page to Joinder Agreement]

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date: January 23, 2021

Xxx X. Xxx 2005 Irrevocable Trust FBO Xxxx X. Xxx QSST LRD:

/s/ Xxxx X. Xxx                    

XXXX X. XXX, Trustee of the

XXX X. XXX 2005 IRREVOCABLE TRUST

FBO XXXX X. XXX QSST LRD DATED

SEPTEMBER 16, 2005

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IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date: January 23, 2021

Xxxxxx Xxxxxxx Lux Luxco Irrevocable Trust:

/s/ Xxxx X. Xxx                    

XXXX X. XXX, Co-Trustee of the

XXXXXX XXXXXXX LUX LUXCO

IRREVOCABLE TRUST DATED

JULY 30, 2012

/s/ Xxxxxxx X. Xxx                

XXXXXXX X. XXX, Co-Trustee of the

XXXXXX XXXXXXX LUX LUXCO

IRREVOCABLE TRUST DATED

JULY 30, 2012

/s/ Xxxxxxxxxxx X. Xxxxxxx            

XXXXXXXXXXX X. XXXXXXX, Co-Trustee

of the XXXXXX XXXXXXX LUX LUXCO

IRREVOCABLE TRUST DATED

JULY 30, 2012

[Signature Page to Joinder Agreement]

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date: January 23, 2021

Xxxxxx Xxxx Xxx Luxco Irrevocable Trust:

/s/ Xxxx X. Xxx                    

XXXX X. XXX, Co-Trustee of the

XXXXXX XXXX XXX LUXCO

IRREVOCABLE TRUST DATED

JULY 30, 2012

/s/ Xxxxxxx X. Xxx                    

XXXXXXX X. XXX, Co-Trustee of the

XXXXXX XXXX XXX LUXCO

IRREVOCABLE TRUST DATED

JULY 30, 2012

/s/ Xxxxxxxxxxx X. Xxxxxxx                

XXXXXXXXXXX X. XXXXXXX, Co-Trustee

of the XXXXXX XXXX XXX LUXCO

IRREVOCABLE TRUST DATED

JULY 30, 2012

[Signature Page to Joinder Agreement]

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date: January 23, 2021

Xxxxxxxx X. Xxxxxx Revocable Trust:

/s/ Xxxxxxxx X. Xxxxxx                

XXXXXXXX X. XXXXXX, Trustee of the

XXXXXXXX X. XXXXXX REVOCABLE

TRUST DATED DECEMBER 16, 2009

[Signature Page to Joinder Agreement]

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date: January 23, 2021

Xxx X. Xxx 2005 Irrevocable Trust FBO Xxxxxxxx Xxx Xxx:

/s/ Xxxx X. Xxx                    

XXXX X. XXX, Trustee of the

XXX X. XXX 2005 IRREVOCABLE TRUST

FBO XXXXXXXX XXX XXX DATED

SEPTEMBER 16, 2005

[Signature Page to Joinder Agreement]

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date: January 23, 2021

Xxx X. Xxx 2005 Irrevocable Trust FBO Xxxxxxxxx X. Xxx:

/s/ Xxxxxxxxx X. Xxx                    

XXXXXXXXX X. XXX, Co-Trustee of the

XXX X. XXX 2005 IRREVOCABLE TRUST

FBO XXXXXXXXX X. XXX DATED

SEPTEMBER 16, 2005

PANDOTREE TRUST COMPANY, LLC,

Co-Trustee

By: /s/ Xxxxxx Xxxxxxxxx                

Its: Trust Officer                    

[Signature Page to Joinder Agreement]

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date: January 23, 2021

CNL 2013 Irrevocable Trust:

/s/ Xxxxxxxxx X. Xxx                

XXXXXXXXX X. XXX, Co-Trustee of the

CNL IRREVOCABLE TRUST DATED

APRIL 2, 2013

PANDOTREE TRUST COMPANY, LLC,

Co-Trustee

By: /s/ Xxxxxx Xxxxxxxxx                

Its: Trust Officer                    

[Signature Page to Joinder Agreement]

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date: January 23, 2021

Xxx X. Xxx 2005 Irrevocable Trust FBO Xxxx X. Xxx:

/s/ Xxxx X. Xxx                    

XXXX X. XXX, Family Assets Trustee of the

XXX X. XXX 2005 IRREVOCABLE TRUST

FBO XXXX X. XXX DATED

SEPTEMBER 16, 2005

[Signature Page to Joinder Agreement]

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date: January 23, 2021

Lux Children Irrevocable Trust:

/s/ Xxxxxx X. Xxx                    

XXXXXX X. XXX, Co-Trustee of the

LUX CHILDREN IRREVOCABLE TRUST DATED MAY 24, 2012

/s/ Xxxx X. Xxx                

XXXX X. XXX, Co-Trustee of the

LUX CHILDREN IRREVOCABLE TRUST

[Signature Page to Joinder Agreement]