REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2021 • Riverview Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 5, 2021, is made and entered into by and among Riverview Acquisition Corp., a Delaware corporation (the “Company”), Riverview Sponsor Partners, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • August 11th, 2021 • Riverview Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 5, 2021, is by and between Riverview Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
RIVERVIEW ACQUISITION CORP. Memphis, TN 38117Riverview Acquisition Corp. • April 8th, 2021 • Blank checks • New York
We are pleased to accept the offer Riverview Sponsor Partners, LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Class B common stock (the “Shares”), $0.001 par value per share (together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 750,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“ IPO”) of Riverview Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • March 30th, 2022 • Riverview Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 5, 2021, by and between RIVERVIEW ACQUISITION CORP., a Delaware corporation (the “Company”), and the person executing this Agreement identified on the signature page hereto (“Indemnitee”).
August 5, 2021 Riverview Acquisition Corp. 510 South Mendenhall Road, Suite 200 Memphis, TN 38117Letter Agreement • August 11th, 2021 • Riverview Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Riverview Acquisition Corp., a Delaware corporation (the “Company”), Cantor Fitzgerald & Co. (“Cantor”) and Stephens Inc. (“Stephens”, or collectively with Cantor, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offer
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 11th, 2021 • Riverview Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 5, 2021 by and between Riverview Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNDERWRITING AGREEMENT between RIVERVIEW ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: August 5, 2021Underwriting Agreement • August 11th, 2021 • Riverview Acquisition Corp. • Blank checks • New York
The undersigned, Riverview Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald”) and Stephens Inc. (“Stephens”), herein collectively referred to as the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representative (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 11th, 2021 • Riverview Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 5, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Riverview Acquisition Corp., a Delaware corporation (the “Company”), and Riverview Sponsor Partners, LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 8th, 2021 • Riverview Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Riverview Acquisition Corp., a Delaware corporation (the “Company”), and Riverview Sponsor Partners, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • August 2nd, 2021 • Riverview Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Riverview Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of July [__], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $____ of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2022 • Riverview Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 4, 2022, by and among (i) Westrock Coffee Holdings, LLC, a Delaware limited liability company (the “Company”), (ii) Riverview Sponsor Partners, LLC (the “Founder”), (iii) the existing equityholders of the Company signatories hereto and such other equityholders of the Company immediately prior to the consummation of the De-SPAC Merger (as defined below), who, with the consent of the Company, deliver an executed joinder to this Agreement to the Company (collectively, the “Existing Investors” and with the Founder, the “Investors”). The Company, the Founder and Existing Investors are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
LIMITED LIABILITY COMPANY AGREEMENT OF ORIGIN MERGER SUB II, LLCLimited Liability Company Agreement • August 30th, 2022 • Riverview Acquisition Corp. • Blank checks • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Origin Merger Sub II, LLC is entered into by Westrock Coffee Holdings, LLC (the “Member”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • April 4th, 2022 • Riverview Acquisition Corp. • Blank checks • Delaware
This letter agreement is being delivered pursuant to that certain Transaction Agreement (the “Transaction Agreement”), dated as of April 4, 2022, by and among Riverview Acquisition Corp., a Delaware corporation, Westrock Coffee Holdings, LLC, a Delaware limited liability company (“PubCo”), Origin Merger Sub I, a Delaware corporation and Origin Merger Sub II, LLC, a Delaware limited liability company. Capitalized terms used herein and not defined herein shall have such meanings as set forth in the Transaction Agreement.
INVESTMENT AGREEMENTInvestment Agreement • July 23rd, 2021 • Riverview Acquisition Corp. • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of July [●], 2021, is by and among (i) Riverview Acquisition Corp., a Delaware corporation (the “SPAC”), (ii) Riverview Sponsor Partners, LLC, a Delaware limited liability company (the “Sponsor”), and (iii) [●] (“Investor”). This Agreement may be executed by an investment manager on behalf of managed funds and/or accounts and for the elimination of doubt such fund or account shall, severally and not jointly, be the Investor hereunder.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 4th, 2022 • Riverview Acquisition Corp. • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of April 4, 2022, is entered into by and among Riverview Sponsor Partners, LLC, a Delaware limited liability company (the “Sponsor”), Riverview Acquisition Corp., a Delaware corporation (“Riverview”), and Westrock Coffee Holdings, LLC, a Delaware limited liability company (the “Company”).
RIVERVIEW ACQUISITION CORP.Riverview Acquisition Corp. • March 30th, 2022 • Blank checks • Tennessee
This letter agreement by and between Riverview Acquisition Corp. (the “Company”) and Riverview Sponsor Partners, LLC (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
TERMINATION AGREEMENTTermination Agreement • August 30th, 2022 • Riverview Acquisition Corp. • Blank checks • Delaware
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.”
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 4th, 2022 • Riverview Acquisition Corp. • Blank checks • Delaware
This INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of April 4, 2022, by and among (i) Westrock Coffee Holdings, LLC, a Delaware limited liability company (the “Company”), (ii) Westrock Group, LLC, The Stephens Group, LLC, and Sowell Westrock, L.P. (collectively, “Initial WCC Investors”), (iii) BBH Capital Partners V, L.P., BBH Capital Partners V-A, L.P., and BBH CPV WCC Co-Investment LLC (collectively, “Initial BBH Investors”), and (iv) Riverview Sponsor Partners, LLC (the “Initial RVAC Investor”). Each of the Company or Corporation (as defined below), as applicable, the WCC Investors, the BBH Investors and the RVAC Investors are sometimes referred to as a “Party”. This Agreement shall be effective only as provided in Section 27.
TERMINATION AGREEMENTTermination Agreement • August 30th, 2022 • Riverview Acquisition Corp. • Blank checks • Delaware
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 each other person executing this Agreement on the signature page hereto (each, an “Indemnitee”). The Company and each Indemnitee are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
RIVERVIEW ACQUISITION CORP.Riverview Acquisition Corp. • April 8th, 2021 • Blank checks • Tennessee
This letter agreement by and between Riverview Acquisition Corp. (the “Company”) and [●] (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SUBSCRIPTION AGREEMENTSubscription Agreement • April 4th, 2022 • Riverview Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on April 4, 2022, by and between Westrock Coffee Holdings, LLC, a Delaware limited liability company (the “Company”), and the undersigned subscriber (“Subscriber”).
TERMINATION AGREEMENTTermination Agreement • August 30th, 2022 • Riverview Acquisition Corp. • Blank checks • Delaware
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.”
TRANSACTION AGREEMENT BY AND AMONG WESTROCK COFFEE HOLDINGS, LLC, ORIGIN MERGER SUB I, INC., ORIGIN MERGER SUB II, LLC, AND RIVERVIEW ACQUISITION CORP. DATED AS OF APRIL 4, 2022Transaction Agreement • April 4th, 2022 • Riverview Acquisition Corp. • Blank checks • Delaware
This TRANSACTION AGREEMENT (this “Agreement”), dated as of April 4, 2022, is made by Westrock Coffee Holdings, LLC, a Delaware limited liability company (the “Company”), Origin Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub I”), Origin Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub II ,” together with Merger Sub I, the “Merger Subs”) and Riverview Acquisition Corp., a Delaware corporation (“SPAC”). The Company, Merger Subs and SPAC shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 4th, 2022 • Riverview Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on April 4, 2022, by and between Riverview Acquisition Corp., a Delaware corporation (the “SPAC”), Westrock Coffee Holdings, LLC, a Delaware limited liability company (“Westrock” or the “Company”), and the undersigned subscriber (“Subscriber”).
