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
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”).
