Exhibit 10.28


 


EXECUTION VERSION


 


TENDER AND SUPPORT AGREEMENT


 


TENDER AND SUPPORT AGREEMENT (this “Agreement”)
dated as of August 6, 2020 by and among Ranpak Holdings Corp. (the “Company”) and the holder listed on Schedule
A hereto (the “Forward Purchase Warrant Holder”).


 


W I T N E S S E T H:


 


WHEREAS, as of the date hereof, the
Forward Purchase Warrant Holder is the beneficial owner of warrants that were issued pursuant to certain forward purchase agreements
in a private placement transaction in connection with the consummation of the Company’s business combination with Rack Holdings
Inc. (the “Forward Purchase Warrants”);


 


WHEREAS, as of the date hereof, 14,537,997
outstanding Public Warrants were (i) sold as part of the units in the initial public offering (the “IPO”) (whether
they were purchased in the IPO or thereafter in the open market) or (ii) initially issued to the anchor investors and the BSOF
Entities in connection with the IPO that have been transferred to any person other than permitted transferees (as defined in the
Registration Statement (as defined below)) (the “Public Warrants”);


 


WHEREAS, as of the date hereof, 570,744
outstanding Private Placement Warrants were issued pursuant to certain subscription agreements in a private placement transaction
in connection with the consummation of the Company’s IPO (the “Private Placement Warrants,” and together
with the Forward Purchase Warrants and the Public Warrants, the “Warrants”);


 


WHEREAS, each Forward Purchase Warrant
entitles its holder to purchase one share of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”)
of the Company, for a purchase price of $11.50, subject to certain adjustments;


 


WHEREAS, the Company is initiating
an exchange offer (the “Exchange Offer”) pursuant to a registration statement on Form S-4 to be filed with the
Securities and Exchange Commission, as may be amended and supplemented (the “Registration Statement”), to offer
holders of the Forward Purchase Warrants the opportunity to exchange their Warrants for shares of Class A Common Stock, based on
an exchange ratio of 0.22 shares of Class A Common Stock per Warrant and subject to other terms and conditions to be disclosed
in the Registration Statement, which exchange ratio and other terms and conditions will be the same for the Public Warrants, the
Forward Purchase Warrants and the Private Placement Warrants;


 


WHEREAS, concurrent with the Exchange
Offer and as part of the Registration Statement, the Company is initiating a consent solicitation (the “Solicitation”)
to solicit the consent of the holders of the Public Warrants and Forward Purchase Warrants (together, the “Consent Warrants”)
to amend, effective upon the completion of the Exchange Offer, the terms of the warrant agreement (the “Warrant Agreement”),
dated January 17, 2018, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant
Amendment”), which governs all of the Warrants, to permit the Company to require that each Warrant that is outstanding
upon the closing of the Exchange Offer be converted into 0.198 shares of Class A Common Stock, which is a ratio 10% less than the
exchange ratio applicable to the Exchange Offer, as more fully described in the Registration Statement; and


 






    


     


    

 


WHEREAS, as an inducement to the
Company’s willingness to initiate the Exchange Offer and the Solicitation, the Forward Purchase Warrant Holder has agreed
to enter into this Agreement.


 


NOW, THEREFORE, in consideration
of the foregoing and the respective representations, warranties, covenants and agreements set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree as follows:


 


Section 1.01. Agreement to Tender.
The Forward Purchase Warrant Holder shall validly tender or cause to be tendered to the Company all Forward Purchase Warrants beneficially
owned by the Forward Purchase Warrant Holder as of the date hereof, free and clear of all liens, pursuant to and in accordance
with the terms of the Exchange Offer as described in the Registration Statement no later than the scheduled or extended expiration
time of the Exchange Offer at a ratio of 0.22 shares of Class A Common Stock per Forward Purchase Warrant. Notwithstanding anything
to the contrary in the Registration Statement, after the Forward Purchase Warrant Holder validly tenders its Forward Purchase Warrants
to the Company in accordance with the terms of the Registration Statement, the Forward Purchase Warrant Holder shall not withdraw
or cause to be withdrawn the tender of any of such Forward Purchase Warrants from the Exchange Offer, unless this Agreement is
terminated pursuant to Section 1.07 hereof. For the avoidance of doubt, nothing in this Agreement shall restrict the Forward Purchase
Warrant Holder from acquiring additional Warrants subsequent to the date hereof and such additional Warrants shall not be subject
to the terms of this Agreement.


 


Section 1.02. Agreement to Consent.
The Forward Purchase Warrant Holder shall deliver to the Company its timely consent with respect to the Solicitation with respect
to all of the Forward Purchase Warrant Holder’s Forward Purchase Warrants in accordance with the terms and conditions of
the Solicitation as described in the Registration Statement, and the Forward Purchase Warrant Holder shall not withdraw or cause
to be withdrawn any such consent; provided, however that such consent may be withdrawn if this Agreement is terminated pursuant
to Section 1.07 hereof.


 


Section 1.03. Ownership of Forward Purchase
Warrants. The Forward Purchase Warrant Holder represents and warrants to the Company, as of the date hereof and as of the date
of tender of the Forward Purchase Warrant Holder’s Forward Purchase Warrants in accordance with this Agreement, that the
Forward Purchase Warrant Holder is the sole beneficial owner of the number of Forward Purchase Warrants set forth opposite its
name on Schedule A, and has good and marketable title to such Forward Purchase Warrants free and clear of any liens, options, rights,
or any other encumbrances, limitations or restrictions whatsoever (other than liens imposed under typical prime brokerage agreements
and those restrictions imposed by applicable securities laws, this Agreement and the Warrant Agreement). The Forward Purchase Warrant
Holder shall not transfer any Forward Purchase Warrants to any person (other than the Company in connection with the Exchange Offer)
unless such person acquiring such Forward Purchase Warrants signs a joinder to this Agreement agreeing to be bound by all terms
and conditions of this Agreement.


 






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Section 1.04. Company Covenants.
The Company agrees that it shall take all steps reasonably necessary or desirable to commence the Exchange Offer and Solicitation
as soon as practicable consistent with this Agreement, and agrees to take all steps necessary to update the Registration Statement
as required by applicable laws and regulation, and that the Registration Statement, when declared effective, will comply with all
applicable Securities and Exchange Commission requirements.


 


Section 1.05. Conditions to Tender and
Consent. Notwithstanding anything herein to the contrary, the Forward Purchase Warrant Holder may make its tender and consent
conditioned on there being no amendment to the terms of the Exchange Offer as described in the Registration Statement that is materially
adverse to the Forward Purchase Warrant Holder.


 


Section 1.06. Specific Performance.
The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance
with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement
or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are
entitled at law or in equity.


 


Section 1.07. Termination. This Agreement
shall terminate as to the Forward Purchase Warrant Holder (a) upon written notice to the Forward Purchase Warrant Holder by the
Company, or upon the earlier of (i) the date the Company’s board of directors or a committee thereof determines to no longer
pursue the Exchange Offer and the Solicitation, and (ii) September 30, 2020; or (b) if the Company fails to commence the Exchange
Offer and Solicitation within 3 business days of the date hereof.


 


Section 1.08. U.S. Federal Income Tax
Treatment. The exchange of Warrants for shares of Class A Common Stock pursuant to the Exchange Offer is intended to qualify
as a reorganization pursuant to Section 368 of the Internal Revenue Code of 1986, as amended, and the parties shall not take any
position inconsistent therewith unless otherwise required by applicable law.


 


Section 1.09. Governing Law. The
validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of
the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating
in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.


 


Section 1.10. Counterparts. This
Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each
of which shall be an original and all of which together shall constitute one and the same instrument. The words “execution,”
“signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement
or document related to this Agreement, if any, shall include images of manually executed signatures transmitted by facsimile or
other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic
signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including,
without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means)
shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping
system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any
state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the date first above written.


 


	 	COMPANY:
	 	 
	 	RANPAK HOLDINGS CORP.
	 	 
	 	By:	/s/ William Drew
	 	 	Name:  	William Drew
	 	 	Title:	Interim Chief Financial Officer


 


[Signature Page – Ranpak Tender
and Support Agreement]


 




    


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the date first above written.


 


	 	HOLDER:
	 	 
	 	JS CAPITAL LLC
	 	 
	 	By:	/s/ Richard D. Holahan, Jr.
	 	 	Name:  	Richard D. Holahan, Jr.
	 	 	Title:	Vice President


 


[Signature Page – Ranpak Tender
and Support Agreement]


 




    


     


    

 


Schedule A


 


	Name of Forward Purchase Warrant Holder	 	Number of

 Forward

 Purchase

 Warrants	 
	JS Capital LLC	 	 	3,514,894	 




 


 


A-1