LOCK-UP AGREEMENTLock-Up Agreement • September 27th, 2024 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 23, 2024 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) Kaival Brands Innovations Group, Inc., a Delaware corporation (“KAVL”), and (iv) the undersigned holder of KAVL securities (“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).
MERGER AND SHARE EXCHANGE AGREEMENT by and among Delta Corp Holdings LIMITED, as Delta, DELTA CORP HOLDINGS LIMITED, as Pubco, KAVL MERGER SUB INC., as Merger Sub, KAIVAL BRANDS INNOVATIONS GROUP, INC., as KAVL and THE SHAREHOLDERS OF DELTA NAMED...Merger and Share Exchange Agreement • September 27th, 2024 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers • New York
This MERGER AND SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of September 23, 2024, 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) KAVL Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“Merger Sub”), (iv) Kaival Brands Innovations Group, Inc., a Delaware corporation (“KAVL”), and (v) each of the holders of outstanding capital stock of Delta named on Annex I hereto (collectively, the “Sellers”). Delta, Pubco, Merger Sub, KAVL and the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in Article XIII hereof.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 27th, 2024 • Kaival Brands Innovations Group, Inc. • Retail-nonstore retailers • New York
This Voting and Support Agreement (this “Agreement”) is made as of September 23, 2024, by and among (i) Delta Corp Holdings Limited, a Cayman Islands exempted company (“Pubco”), (ii) Delta Corp Holdings Limited, a company incorporated in England and Wales (“Delta”), (iii) Kaival Brands Innovations Group, a Delaware corporation (“KAVL”), and (iv) the undersigned holder (“Holder”) of capital stock and/or securities convertible into capital stock of KAVL. 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).
