Exhibit 10.2


 


June 15, 2020


 


Act II Global Acquisition Corp.


1345 Avenue of the Americas, 11th Floor


New York, NY 10105


Attention: Ira Lamel, Chief Financial Officer


 


 


		Re:	Amendment No. 2 and Consent to Project Taste Commitment
Letter



 


Ladies and Gentlemen:


 


1.               
Reference to Commitment Letter. Reference is made to (i) that certain Commitment Letter, dated as of December 19,
2019, between The Toronto-Dominion Bank, New York Branch, TD Securities (USA) LLC, Toronto Dominion (Texas) LLC and Act II Global
Acquisition Corp., a Cayman Islands exempted company (“you”) (including the Exhibits attached thereto, the “Original
Commitment Letter”) and (ii) that certain Amendment and Consent to Project Taste Commitment Letter, dated as of May 8,
2020, between The Toronto-Dominion Bank, New York Branch, TD Securities (USA) LLC, Toronto Dominion (Texas) LLC and you (the “First
Amendment”; the Original Commitment Letter, as modified by the First Amendment, is referred to as the “Commitment
Letter”). Capitalized terms used herein that are not defined herein shall have the meanings assigned to such terms in
the Commitment Letter to which this amendment letter (this “Amendment Letter”) refers.


 


2.               
Consent to Amendment of Acquisition Agreement. The Lead Arranger consents to each of the amendments of the Acquisition
Agreement by the parties thereto contained in Amendment No. 3 thereto dated as of the date hereof (“Amendment No. 3”),
in the form attached hereto as Exhibit A. Upon execution thereof, all references in the Commitment Letter to the Acquisition
Agreement shall be deemed to be references to the Acquisition Agreement, as amended by Amendment No. 1, Amendment No. 2 and Amendment
No. 3.


 


3.               
Amendments to Commitment Letter.


 


(a)               
Clause (a) of the fourth paragraph of the Transaction Summary contained in Exhibit A to the Commitment Letter is
amended and restated in its entirety as follows:


 


“In connection with the foregoing, it
is intended that:


 


(a)              
prior to, or concurrently with, the execution and delivery by the SPAC of the Commitment Letter,
the SPAC has obtained commitments from (i) Act II Sponsor LLC, a Delaware limited liability company to not have its equity interests
in the SPAC (such equity interests, the “Founder Share Value”) redeemed as part of the Acquisition and to vote
its shares in favor of the Acquisition, and (ii) the Sellers to (subject to the satisfaction of the terms and conditions set forth
in the Acquisition Agreement) receive, at Closing, the Purchase Price (as defined in the Acquisition Agreement), consisting of
(A) the Cash Consideration (as defined in the Acquisition Agreement), and (B) the Purchaser Ordinary Shares Consideration (as defined
in the Acquisition Agreement), if any (the “Sellers Equity Rollover”);”


 






    	 	 	 



     

    

 


(b)               
Condition #1 contained in Exhibit C to the Commitment Letter is amended and restated in its entirety as follows:


 


		“1.	Concurrent Transactions: Substantially concurrently with the initial
fundings contemplated by the Commitment Letter, (a) the SPAC shall have received the SPAC Equity Contribution in the aggregate
amount of at least $210.0 million, which when combined with, without duplication, the Founder Share Value and the Sellers Equity
Rollover shall constitute the Minimum Equity Amount, (b) the Seller Equity Rollover shall have occurred and (c) the Refinancing
shall have occurred (with all applicable related liens and guarantees to be released and terminated or customary provisions therefor
made). The Acquisition shall have been consummated pursuant to the Acquisition Agreement, as amended by Amendment No. 1, Amendment
No. 2 and Amendment No. 3, without any alteration, amendment or other change, supplement or waiver thereto, or any consent having
been given, in the case of any of the foregoing in a manner which would be materially adverse to the Lenders (in their capacities
as such) or the Lead Arranger, unless consented to in writing by the Lead Arranger, such consent not to be unreasonably withheld,
delayed or conditioned; provided that (a) any decrease of less than 10% in such purchase price shall not be deemed to be materially
adverse to the interests of the Lenders so long as such decrease is allocated, first, to reduce the SPAC Equity Contribution to
an amount not less than the greater of (x) the Minimum Equity Amount and (y) $210.0 million and, thereafter, as a reduction to
the Term Facility, (b) any increase in the purchase price shall not be materially adverse to the interests of the Lenders so long
as such increase is funded by an increase in the SPAC Equity Contribution or other cash equity proceeds; and (c) any modifications
to the second sentence of Section 10.7 of the Acquisition Agreement or (to the extent that the Acquisition Agreement provides that
a modification, waiver or termination thereof would require the approval in writing of the Lead Arrangers) any provision or definition
referenced therein, or the definition of “Material Adverse Effect” in, the Acquisition Agreement shall be deemed to
be materially adverse to the interests of the Lead Arranger. The Lead Arranger shall have been provided with a copy of each alteration,
amendment or other change, supplement or waiver to the Acquisition Agreement, or any consent with respect thereto, that could reasonably
be expected to impact the interests of the Lenders (in their capacities as such) or the Lead Arranger. The Specified Acquisition
Representations shall be true and correct, and the Specified Representations shall be true and correct in all material respects
(or in all respects to the extent already qualified by materiality).”



 


4.               
Assignment; Counterparts; Etc. This Amendment Letter shall not be assignable by any party hereto without the prior
written consent of each other party hereto (and any purported assignment without such consent shall be null and void), is intended
to be solely for the benefit of the parties hereto and is not intended to and does not confer any benefits upon, or create any
rights in favor of, any person other than the parties hereto and, to the extent expressly set forth in the Commitment Letter, the
Indemnified Parties. This Amendment Letter may be executed in any number of counterparts, each of which shall be deemed to be an
original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this
Amendment Letter by facsimile or other electronic transmission (including “.pdf”, “.tif” or similar format)
shall be effective as delivery of an original executed counterpart hereof. This Amendment Letter may not be amended or waived except
by an instrument in writing signed by all the parties to this Amendment Letter.


 






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5.               
Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment Letter
and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment Letter. This Amendment
Letter, together with the Commitment Letter, contains the entire agreement among the parties relating to the subject matter hereof
and thereof and supersedes all oral statements and prior writings with respect thereto.


 


6.               
Governing Law, Jurisdiction, Waiver of Jury Trial. This Amendment Letter and any claim, controversy or dispute
arising hereunder or related hereto (whether based upon contract, tort or otherwise) shall be governed by, and construed in accordance
with, the laws of the State of New York without regard to principles of conflicts of law to the extent that the application of
the laws of another jurisdiction would be required thereby. Each party hereto hereby irrevocably and unconditionally submits
to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough
of Manhattan in New York City in respect of any suit, action or proceeding arising out of or relating to the provisions of this
Amendment Letter and the other transactions contemplated hereby and irrevocably agrees that all claims in respect of any such suit,
action or proceeding may be heard and determined only in any such court. Each party hereto waives, to the fullest extent permitted
by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceedings
brought in any such court, and any claim or defense that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum. Any right to trial by jury with respect to any claim or action arising out of this Amendment
Letter or conduct in connection with this agreement is hereby waived.


 


7.               
Confidentiality. You agree that this Amendment Letter is for your confidential use only and will not be disclosed by you
to any person except to the extent permitted by the confidentiality provisions of the Commitment Letter.


 


8.               
Reference to Commitment Letter. Except as expressly amended, supplemented or otherwise modified hereby, the terms of the
Commitment Letter remain in full force and effect and apply to the parties hereto as if such party was an original signatory thereto.


 


 


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left blank]


 




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	 	Very truly yours,
	 	 	 	 	 	 
	 	TORONTO DOMINION (TEXAS) LLC
	 	 
	 	 	 	 	 	 
	 	By:	 	/s/
    Wallace Wong
	 	 	 	Name:	 	Wallace Wong
	 	 	 	Title:	 	Authorized Signatory
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	THE TORONTO-DOMINION
    BANK, NEW YORK BRANCH
	 	 
	 	 	 	 	 	 
	 	By:	 	/s/
    Wallace Wong
	 	 	 	Name:	 	Wallace Wong
	 	 	 	Title:	 	Authorized Signatory
	 	 	 	 	 	 
	 	TD
    SECURITIES (USA) LLC
	 	 
	 	 	 	 	 	 
	 	By:	 	/s/
    K. Alper Ilgar
	 	 	 	Name:	 	K. Alper Ilgar
	 	 	 	Title:	 	Managing Director




 




    [Signature Page to Project Taste Amendment No. 2 and Consent Letter (Commitment Letter)]


     

    

Accepted and agreed to


as of the date first written above:


 


ACT II GLOBAL ACQUISITION
CORP.


 


 


	By:	 	/s/
    Ira. J. Lamel	 
	Name:
    Ira J. Lamel	 
	Title:
    Chief Financial Officer	 




 




    [Signature Page to Project Taste Amendment No. 2 and Consent Letter (Commitment Letter)]


     

    

EXHIBIT A


 


 


 


Form of Amendment No. 3

to the Acquisition Agreement