Delta Corp Holdings Limited Suite 3016, The Leadenhall Building London EC3V 4AB, United KingdomMerger and Share Exchange Agreement • February 16th, 2024 • DELTA CORP. HOLDINGS LTD • Local & suburban transit & interurban hwy passenger trans • New York
Reference is hereby made to that certain Merger and Share Exchange Agreement, dated as of September 29, 2022 (as it may be amended, supplemented and/or restated from time to time in accordance with its terms, the “Transaction Agreement”), by and among (i) Delta Corp Holdings Limited, a company incorporated in England and Wales (together with its successors and assigns, “Delta”), (ii) Delta Corp Holdings Limited, a Cayman Islands exempted company (“Pubco”), (iii) CHC Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Pubco, (iv) Coffee Holding Co., Inc., a Nevada corporation (the “Company”), and (v) each of the holders of outstanding capital stock of Delta named on Annex I thereto. Any capitalized term used but not otherwise defined in this letter agreement (this “Letter”) shall have the meaning ascribed to such term in the Transaction Agreement.
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • February 16th, 2024 • DELTA CORP. HOLDINGS LTD • Local & suburban transit & interurban hwy passenger trans • New York
This NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of September 29, 2022, by ________________ (the “Subject Party”) in favor of and for the benefit of Delta Corp Holdings Limited, a Cayman Islands exempted company (“Pubco”), Delta Corp Holdings Limited, a company incorporated in England and Wales (“Delta”), Coffee Holding Co., Inc., a Nevada corporation (“CHC”), and each of Pubco’s, Delta’s and/or CHC’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively with Pubco, Delta and CHC, the “Covered Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Transaction Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • February 16th, 2024 • DELTA CORP. HOLDINGS LTD • Local & suburban transit & interurban hwy passenger trans • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 29, 2022 by and between (i) Delta Corp Holdings Limited, a company incorporated in England and Wales (“Delta”), (ii) Coffee Holding Co., Inc., a Nevada corporation (“CHC”), (iii) Delta Corp Holdings Limited, a Cayman Islands exempted company (“Pubco”), and (iv) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement shall have the meaning ascribed to such term in the Transaction Agreement (as defined below).
