REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2022 • Coffee Holding Co Inc • Miscellaneous food preparations & kindred products • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September [ ], 2022, is made and entered into by and among Delta Corp Holdings Limited, a Cayman Islands exempted company (the “Company”), the equityholders of Delta Corp Holdings Limited, a company incorporated in England and Wales (“Delta”), listed on Schedule I hereto (such persons, the “Initial Holders”), and certain equityholders of Coffee Holding Co., Inc., a Nevada corporation (“CHC”), set forth on Schedule II hereto (such equityholders, the “CHC Holders” and, collectively with the Initial Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
MERGER AND SHARE EXCHANGE AGREEMENT by and among Delta Corp Holdings LIMITED, as Delta, DELTA CORP HOLDINGS LIMITED, as Pubco, CHC MERGER SUB INC., as Merger Sub, COFFEE HOLDING CO., INC., as CHC, and THE SHAREHOLDERS OF DELTA NAMED HEREIN, as the...Merger and Share Exchange Agreement • September 30th, 2022 • Coffee Holding Co Inc • Miscellaneous food preparations & kindred products • New York
This MERGER AND SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of September 29, 2022, 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 (“Merger Sub”), (iv) Coffee Holding Co., Inc., a Nevada corporation (“CHC”), and (v) each of the holders of outstanding capital stock of Delta named on Annex I hereto (collectively, the “Sellers”). Delta, Pubco, Merger Sub, CHC, 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.
FORM OF VOTING AND SUPPORT AGREEMENTForm of Voting and Support Agreement • September 30th, 2022 • Coffee Holding Co Inc • Miscellaneous food preparations & kindred products • New York
This Voting and Support Agreement (this “Agreement”) is made as of September [ ], 2022, 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) Coffee Holding Co., Inc., a Nevada corporation (“CHC”) and (iii) the undersigned holder (“Holder”) of capital stock and/or securities convertible into capital stock of CHC. 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).
