TERMINATION AGREEMENT
Exhibit 10.5
Execution Version
This Termination Agreement (this “Termination Agreement”), dated as of August 26, 2022, is
made and entered into by and between Riverview Acquisition Corp., a Delaware corporation (the “Company”) and Riverview Sponsor Partners, LLC, a Delaware limited liability company (the “Sponsor”). The Company and the Sponsor are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
RECITALS:
WHEREAS, the Parties are a
party to that certain Registration Rights Agreement, dated as of August 5, 2021 (the “Registration Rights Agreement”);
WHEREAS, the Company is party
to that certain Transaction Agreement, dated as of April 4, 2022 (the “Transaction Agreement”), by and among the Company, Westrock Coffee Company (f/k/a Westrock Coffee Holdings, LLC) (“Westrock”), Origin Merger Sub I, Inc., and Origin Merger Sub II, LLC (“Origin Merger Sub II”), pursuant to which, among other
things, the Company will merge with and into Origin Merger Sub II, which is a wholly-owned subsidiary of Westrock, and Westrock will be listed as a publicly traded company on Nasdaq;
WHEREAS, in connection with
the transactions contemplated by the Transaction Agreement, Westrock, the Sponsor and certain other parties have entered into that certain Registration Rights Agreement, dated as of April 4, 2022, pursuant to which, among other things, the Sponsor
will have certain registration rights as provided therein; and
WHEREAS, in connection with
the transactions contemplated by the Transaction Agreement, the Parties desire to hereby terminate the Registration Rights Agreement.
AGREEMENT:
NOW, THEREFORE, in
consideration of the foregoing and the respective covenants and agreements set forth in this Termination Agreement, and intending to be legally bound hereby, each Party hereby agrees as follows:
1. Termination of the Registration Rights Agreement. The Registration Rights Agreement is hereby terminated in its entirety, effective upon the occurrence of the SPAC Merger Effective Time (as defined in the Transaction
Agreement).
2. No Further Obligations. The Parties hereby further agree that, upon such termination of the Registration Rights Agreement, (a) the Registration Rights Agreement shall have no further force or effect, and (b) no party
thereto shall have any right, duty, liability or obligation under the Registration Rights Agreement as of and following the effectiveness hereof.
3. Releases. Each Party, on behalf of itself and its representatives and affiliates (collectively, the “Releasing Party”), hereby fully and unconditionally
releases, acquits and forever discharges the other Party from any and all manner of actions, obligations, demands, damages, costs, expenses, compensation, liabilities or other relief, that any Releasing Party has, will or might have arising out
of anything done, omitted, suffered or to be done by the other Party or any its affiliates, in each case, whether heretofore or hereafter accrued or unaccrued, and whether foreseen or unforeseen or known or unknown, in respect of the Registration
Rights Agreement. The Releasing Party expressly acknowledges and agrees that, subject to the terms hereof, this release is intended to extinguish all claims of every type in respect of the Registration Rights Agreement, including those known and
unknown and those suspected and unsuspected, without regard to whether they are now known or suspected, even if those claims may materially affect such Releasing Party’s decision to enter into this release.
4. Counterparts. This Termination Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Termination Agreement by facsimile or e-mail shall be as effective as delivery of a manually executed counterpart of the Termination Agreement.
5. Entire Agreement. This Termination Agreement sets forth the entire understanding of the Parties with regard to the matters contemplated hereunder and supersedes all prior agreements, covenants, arrangements,
communications, representations or warranties, whether oral or written, made by the Parties or any officer, employee or representative of the Parties.
6. Severability. Any term or provision of this Termination Agreement that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. In the event that any provision hereof would, under applicable Law, be invalid or unenforceable in any respect, each
Party hereto intends that such provision will be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable Law.
7. Governing Law. This Termination Agreement will be governed by and construed in accordance with the laws of the State of Delaware (regardless of the laws that might otherwise govern under applicable principles of
conflicts of laws thereof) as to all matters, including matters of validity, construction, effect, performance and remedies.
8. Amendment; Modification. This Termination Agreement may be amended, modified or supplemented at any time only by written agreement of the Parties.
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2
Execution Version
IN WITNESS WHEREOF, the Parties hereto have executed this Termination Agreement as of the date set forth above.
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RIVERVIEW ACQUISITION CORP., a Delaware
corporation
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By:
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/s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx XXX
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Title: Chief Financial Officer
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RIVERVIEW SPONSOR PARTNERS, LLC, a Delaware
limited liability company
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By: RBM Riverview, LLC
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Its managing member
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By:
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/s/ X. Xxxx Xxxxxx | |
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Name: X. Xxxx Xxxxxx
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Title: Managing Member
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Signature Page to Termination Agreement
