Exhibit
10.2


 


FORM
OF VOTING AND SUPPORT AGREEMENT


 


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).


 


WHEREAS,
on or about the date hereof, Pubco, Delta, CHC, CHC Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Pubco
(“Merger Sub”), and each of the holders of outstanding capital stock of Delta named on Annex I thereto, entered
into that certain Merger and Share Exchange Agreement (as may be amended, restated, supplemented and/or modified from time to time in
accordance with the terms thereof, the “Transaction Agreement”), pursuant to which, among other matters, upon
the consummation of the transactions contemplated thereby (the “Closing”), (a) Merger Sub shall merge with
and into CHC, with CHC continuing as the surviving entity in the merger, as a result of which, (i) CHC shall become a wholly owned subsidiary
of Pubco and (ii) each issued and outstanding security of CHC immediately prior to the Effective Time shall no longer be outstanding
and shall automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security
of Pubco (the “Merger”), and (b) Pubco shall acquire all of the issued and outstanding Delta Shares from the
Sellers in exchange for ordinary shares of Pubco (the “Share Exchange” and, collectively with the Merger and
the other transactions contemplated by the Transaction Agreement and the Ancillary Documents, the “Transactions”),
all upon the terms and subject to the conditions set forth in the Transaction Agreement and in accordance with the provisions of applicable
law;


 


WHEREAS,
the Board of Directors of CHC has (a) approved the Transactions, (b) determined that the Transactions are fair to and in the best
interests of CHC and its stockholders (the “CHC Stockholders”) and (c) recommended the approval and the adoption
by each of CHC Stockholders of the Transaction Agreement, the Ancillary Documents, the Merger, and the other Transactions; and


 


WHEREAS,
as a condition to the willingness of each of Pubco and Delta to enter into the Transaction Agreement, and as an inducement and in
consideration therefor, and in view of the valuable consideration to be received by Holder thereunder, and the expenses and efforts to
be undertaken by Delta and CHC to consummate the Transactions, Delta, CHC and Holder desire to enter into this Agreement in order for
Holder to provide certain assurances to Delta regarding the manner in which Holder is bound hereunder to vote any shares of capital stock
of CHC which Holder beneficially owns, acquires, holds or otherwise has voting power (the “Shares”) during
the period from and including the date hereof through and including the date on which this Agreement is terminated in accordance with
its terms (the “Voting Period”) with respect to the Transaction Agreement, the Merger, the Ancillary Documents
and the Transactions.


 


NOW,
THEREFORE, in consideration of the premises set forth above and in the Transaction Agreement, which are incorporated in this Agreement
as if fully set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound hereby, the parties hereby agree as follows:


 






    	 



     


    

 


1.
Covenant to Vote in Favor of Transactions. Holder agrees, with respect to all of the Shares (and, in the case of Section
1(b), all of the Securities (as defined below)):


 


(a)
during the Voting Period, at each meeting of CHC Stockholders or any class or series thereof, and in each written consent or resolutions
of any of CHC Stockholders in which Holder is entitled to vote or consent, Holder hereby unconditionally and irrevocably agrees to vote
(in person or by proxy), or consent to any action by written consent or resolution with respect to, as applicable, the Shares (i) in
favor of, and adopt, the Merger, the Transaction Agreement, the Ancillary Documents, any amendments to CHC’s Organizational Documents,
and all of the other Transactions (and any actions required in furtherance thereof, including waiving any notice that may have been or
may be required relating to the Transactions or any of the other transactions contemplated by the Transaction Agreement), (ii) in favor
of the other matters set forth in the Transaction Agreement, and (iii) to vote the Shares in opposition to: (A) any Acquisition Proposal
and any and all other proposals (x) for the acquisition of CHC, (y) that could reasonably be expected to delay or impair the ability
of CHC to consummate the Merger, the Transaction Agreement or any of the Transactions, or (z) which are in competition with or materially
inconsistent with the Transaction Agreement or the Ancillary Documents; (B) other than as contemplated by the Transaction Agreement,
any material change in (x) the present capitalization of CHC or any amendment of CHC’s Organizational Documents or (y) CHC’s
corporate structure or business; or (C) any other action or proposal involving any CHC Company that is intended, or would reasonably
be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the Transactions or would
reasonably be expected to result in any of the conditions to the Closing under the Transaction Agreement not being fulfilled;


 


(b)
to execute and deliver all related documentation and take such other action in support of the Merger, the Transaction Agreement, any
Ancillary Documents and any of the Transactions, as shall reasonably be requested by CHC, Pubco or Delta in order to carry out the terms
and provisions of this Section 1, including (i) if applicable, execution and delivery to CHC or other applicable Person of a Letter
of Transmittal and the Transmittal Documents, (ii) if applicable, delivery of Holder’s CHC stock certificates, duly endorsed for
transfer, to CHC or the Exchange Agent, as applicable, and any similar or related documents and such other documents as may be reasonably
requested by CHC, Pubco, Delta or the Exchange Agent, as applicable, (iii) if applicable, delivery of instrument(s) contemplating the
conversion or exchange of any other CHC Convertible Securities of Holder, as applicable, for shares of CHC Common Stock (or other similar
documentation reasonably requested by CHC, Pubco, Delta or the Exchange Agent), (iv) any actions by written consent of CHC Stockholders
presented to Holder, and (v) any applicable Ancillary Documents (including, if applicable, a Lock-Up Agreement and a Non-Competition
Agreement), customary instruments of conveyance and transfer, and any consent, waiver, governmental filing, and any similar or related
documents;


 


(c)
except for transfers expressly permitted by, and effected in accordance with, Section 3(b), not to deposit, and to cause their
Affiliates not to deposit, except as expressly permitted pursuant to this Agreement, any Shares owned by Holder or Holder’s Affiliates
in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically
requested to do so by CHC, Pubco and Delta in connection with the Transaction Agreement, the Ancillary Documents and/or any of the Transactions;


 


(d)
except as contemplated by the Transaction Agreement or the Ancillary Documents, make, or in any manner participate in, directly or indirectly,
a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC) or powers of attorney
or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of CHC capital stock in
connection with any vote or other action with respect to the Transactions, other than to recommend that stockholders of CHC vote in favor
of adoption of the Transaction Agreement and the Transactions and any other proposal the approval of which is a condition to the obligations
of the parties under the Transaction Agreement (and any actions required in furtherance thereof and otherwise as expressly provided by
Section 1 of this Agreement); and


 






    	 



     


    

 


(e)
to refrain from exercising any dissenters’ rights or rights of appraisal under applicable Law at any time with respect to the Merger,
the Transaction Agreement, the Ancillary Documents and/or any of the Transactions, including pursuant to the NRS.


 


(f)
For the avoidance of doubt, nothing in this Section 1 shall limit or affect any actions or omissions taken by Holder in its capacity
as a director or officer of CHC and no such actions or omissions shall be deemed a breach of this Section 1.


 


2.
Grant of Proxy. During the Voting Period, Holder, with respect to all of the Shares, hereby irrevocably grants to, and appoints,
Delta and any designee of Delta (determined in Delta’s sole discretion) as Holder’s attorney-in-fact and proxy, with full
power of substitution and resubstitution, for and in Holder’s name, to vote, or cause to be voted (including by proxy or written
consent, if applicable) any Shares owned (whether beneficially or of record) by Holder, solely on the matters and in the manner specified
in Section 1 above. The proxy granted by Holder pursuant to this Section 2 is irrevocable and is granted in consideration
of Delta entering into this Agreement and the Transaction Agreement and incurring certain related fees and expenses. Holder hereby affirms
that such irrevocable proxy is coupled with an interest by reason of the Transaction Agreement and, except upon the termination of this
Agreement in accordance with Section 6(a), is intended to be irrevocable. Holder agrees, until this Agreement is terminated in
accordance with Section 6(a), to vote its Shares in accordance with Section 1 above. Delta agrees on behalf of itself and
its officers to use the irrevocable proxy that is granted by Holder hereby solely to the extent specified in this Section 2 and
only in accordance with applicable Legal Requirements and that to the extent Delta or its officers use such irrevocable proxy, they will
only vote (or sign written consents in respect of) the Shares with respect to the matters specified in, and in accordance with the provisions
of, Section 1(a).


 


3.
Other Covenants. 


 


(a)
No Transfers. Holder agrees that during the Voting Period, Holder shall not, and Holder shall cause Holder’s Affiliates
not to, without the prior written consent of Pubco and Delta, (i) offer for sale, sell (including short sales), transfer, tender, pledge,
encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any
contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with
respect to, or consent to, a Transfer of, any or all of the Securities (as defined below); (ii) grant any proxies or powers of attorney
with respect to any or all of the Securities; (iii) permit to exist any lien of any nature whatsoever (other than those imposed by this
Agreement, applicable securities Laws or CHC’s Organizational Documents, as in effect on the date hereof) with respect to any or
all of the Securities; or (iv) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting
Holder’s ability to perform its obligations under this Agreement. CHC hereby agrees that it shall not permit any Transfer of the
Securities in violation of this Agreement. Holder agrees with, and covenants to Pubco and Delta, that Holder shall not request that CHC
register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Security during the term
of this Agreement, unless and until Holder shall have complied with the terms of this Agreement.


 


(b)
Permitted Transfers. Section 3(a) shall not prohibit a Transfer of Shares by Holder (i) if Holder is an individual, to
any immediate family member or trust for the benefit of any immediate family member, (ii) if Holder is an entity, to any stockholder,
member or partner of Holder, (iii) to any Affiliate of Holder, or (iv) to any Person if and to the extent required by any non-consensual
Order, by divorce decree or by will, intestacy or other similar applicable Law, so long as, in the case of the foregoing clauses (i),
(ii), (iii) and (iv), the assignee or transferee agrees to be bound by the terms of this Agreement and executes and delivers to the parties
hereto a written consent and joinder memorializing such agreement to be so bound. During the term of this Agreement, CHC shall not register
or otherwise recognize the transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing
any of Holder’s Shares, except as permitted by, and in accordance with, this Section 3(b).


 






    	 



     


    

 


(c)
Changes to Securities. In the event of a stock dividend or distribution, or any change in the shares of capital stock of CHC by
reason of any stock dividend or distribution, stock split, recapitalization, combination, conversion, exchange of shares or the like,
the term “Securities” shall be deemed to refer to and include the Securities as well as all such stock dividends and distributions
and any securities into which or for which any or all of the Securities may be changed or exchanged or which are received in such transaction.
Holder agrees during the Voting Period to notify Pubco, Delta and CHC promptly in writing of the number and type of any changes to Holder’s
ownership of or voting control with respect to Securities, upon Holder’s acquisition or commitment to acquire any additional Securities
or upon any other changes involving Holder relating to capital stock or securities convertible or exercisable for capital stock of CHC.


 


(d)
Compliance with Transaction Agreement. During the Voting Period, Holder agrees not to take or agree or commit to take any action
that knowingly would make any representation and warranty of Holder contained in this Agreement inaccurate in any material respect. Holder
further agrees that Holder shall use its commercially reasonable efforts to cooperate with Delta to effect the Merger, all other Transactions,
the Transaction Agreement, the Ancillary Documents and the provisions of this Agreement.


 


(e)
Registration Statement. During the Voting Period, Holder agrees to provide to Delta, CHC and their respective Representatives
any information regarding Holder or the Securities that is reasonably requested by Delta, CHC or their respective Representatives for
inclusion in the Registration Statement.


 


(f)
Publicity. Holder shall not issue any press release or otherwise make any public statements with respect to the Transactions or
the transactions contemplated herein or in the Transaction Agreement without the prior written approval of CHC, Pubco and Delta, other
than as required by the Exchange Act or other applicable securities laws, in which case, Holder shall provide a reasonable opportunity
for CHC, Pubco and Delta to review and comment on such public statements. Holder hereby authorizes CHC, Pubco and Delta to publish and
disclose in any announcement or disclosure required by the SEC, Nasdaq or the Registration Statement (including all documents and schedules
filed with the SEC in connection with the foregoing), Holder’s identity and ownership of the Securities and the nature of Holder’s
commitments and agreements under this Agreement, the Transaction Agreement and any other Ancillary Documents.


 


4.
No Limitation. Notwithstanding anything in this Agreement to the contrary, Holder shall not be limited or restricted in any
way from taking any action (or failing to take any action) in good faith in his capacity as a director or officer of CHC (including to
the extent permitted by the Transaction Agreement), or in the exercise of his fiduciary duties in his capacity as a director or officer
of CHC, and no action taken in good faith in any such capacity as an officer or director of CHC shall be deemed to constitute a breach
of this Agreement; provided, that any action so taken or omitted shall not relieve Holder from his obligations hereunder.
All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to Holder, and, notwithstanding
anything in this Agreement to the contrary, Holder shall not be limited or restricted in any way from voting in his sole discretion on
any matter other than the matters referred to in Section 1(a) hereof.


 






    	 



     


    

 


5.
Representations and Warranties of Holder. Holder hereby represents and warrants to Pubco, CHC and Delta as follows:


 


(a)
Binding Agreement. Holder (i) if a natural person, is of legal age to execute this Agreement and is legally competent to do so
and (ii) if not a natural person, is (A) a corporation, limited liability company, company or partnership duly organized and validly
existing under the laws of the jurisdiction of its organization, and (B) has all necessary power and authority to execute and deliver
this Agreement, to perform Holder’s obligations hereunder and to consummate the transactions contemplated hereby. If Holder is
not a natural person, the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation
of the transactions contemplated hereby by Holder have been duly authorized by all necessary corporate, limited liability or partnership
action, as applicable, on the part of Holder. This Agreement, assuming due authorization, execution and delivery hereof by the other
parties hereto, constitutes a legal, valid and binding obligation of Holder, enforceable against Holder in accordance with its terms
(except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar
laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). Holder understands
and acknowledges that each of Pubco and Delta is entering into the Transaction Agreement in reliance upon the execution and delivery
of this Agreement by Holder.


 


(b)
Ownership of Securities. As of the date hereof, Holder has beneficial ownership over the type and number of the Shares and, to
the extent applicable, the other securities issued by CHC set forth under Holder’s name on the signature page hereto (collectively,
the “Securities”), is the lawful owner of such Securities, has the sole power to vote or cause to be voted
such Securities (to the extent such Securities have associated voting rights), and has good and valid title to such Securities, free
and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security
interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities laws or CHC’s
Organizational Documents, as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission or other
like payments in connection with this Agreement or the transactions contemplated hereby payable by Holder pursuant to arrangements made
by Holder. Except for the Shares and other securities of CHC set forth under Holder’s name on the signature page hereto, as of
the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity securities of CHC, (ii) securities of
CHC having the right to vote on any matters on which the holders of equity securities of CHC may vote or which are convertible into or
exchangeable for, at any time, equity securities of CHC or (iii) options, warrants or other rights to acquire from CHC any equity securities
or securities convertible into or exchangeable for equity securities of CHC.


 


(c)
No Conflicts. No filing with, or notification to, any Governmental Authority, and no consent, approval, authorization or permit
of any other person is necessary for the execution of this Agreement by Holder, the performance of Holder’s obligations hereunder
or the consummation by Holder of the transactions contemplated hereby. None of the execution and delivery of this Agreement by Holder,
the performance of Holder’s obligations hereunder or the consummation by it of the transactions contemplated hereby shall (i) conflict
with or result in any breach of the certificate of incorporation, bylaws or other comparable organizational documents of Holder, as applicable,
(ii) result in, or give rise to, a violation or breach of or a default under any of the terms of any agreement, contract, obligation
or other arrangement to which Holder is a party or by which Holder or any of the Securities or Holder’s other assets may be bound,
or (iii) violate any applicable Law or Order, except for any of the foregoing in clauses (i) through (iii) as would not reasonably be
expected to impair Holder’s ability to perform its obligations under this Agreement in any material respect.


 


(d)
No Inconsistent Agreements. Holder hereby covenants and agrees that, except for this Agreement, Holder (i) has not entered into,
nor will enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Securities
inconsistent with Holder’s obligations pursuant to this Agreement, (ii) has not granted, nor will grant at any time while this
Agreement remains in effect, a proxy, a consent or power of attorney with respect to the Securities, and (iii) has not entered into any
agreement or knowingly taken any action (nor will enter into any agreement or knowingly take any action) that would make any representation
or warranty of Holder contained herein untrue or incorrect in any material respect or have the effect of preventing Holder from performing
any of Holder’s material obligations under this Agreement.


 






    	 



     


    

 


6.
Miscellaneous.


 


(a)
Termination. Notwithstanding anything to the contrary contained herein, this Agreement shall automatically terminate, and none
of Pubco, Delta, CHC, or Holder shall have any rights or obligations hereunder, upon the earliest to occur of (i) the mutual written
consent of each of Pubco, Delta, CHC, and Holder, (ii) the Effective Time (following the performance of the obligations of the parties
hereunder required to be performed at or prior to the Effective Time), and (iii) the date of termination of the Transaction Agreement
in accordance with its terms. The termination of this Agreement shall not prevent any party hereunder from seeking any remedies (at law
or in equity) against another party hereto or relieve such party from liability for such party’s breach of any terms of this Agreement.
Notwithstanding anything to the contrary herein, the provisions of Section 6(a) shall survive the termination of this Agreement.


 


(b)
Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of
the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of Holder are personal to
Holder and may not be assigned, transferred or delegated by Holder at any time without the prior written consent of Pubco, CHC and Delta,
and any purported assignment, transfer or delegation without such consent shall be null and void ab initio. Each of Pubco, CHC
and Delta may freely assign any or all of its respective rights under this Agreement, in whole or in part, to any successor entity (whether
by merger, consolidation, equity sale, asset sale or otherwise) or Affiliate without obtaining the consent or approval of Holder or any
other party.


 


(c)
Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the
transactions, express or implied, contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit
of, any Person that is not a party hereto or thereto or a successor or permitted assign of such a party.


 


(d)
Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall
be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof.
All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located
in New York, New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby
(i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement
brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such
Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune
from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that
this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final
judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action
or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery
of copies of such process to such party at the applicable address set forth or referred to in Section 6(g). Nothing in this Section
6(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.


 






    	 



     


    

 


(e)
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 6(e).


 


(f)
Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing
or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii)
the term “including” (and with correlative meaning “include”) means including without limiting the generality
of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”;
(iii) the words “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed
in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv)
the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement.
Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted
jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provision of this Agreement.


 


(g)
Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered (i) in person, (ii) by electronic means (including email), with affirmative confirmation of receipt, (iii)
one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days
after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party
at the following addresses (or at such other address for a party as shall be specified by like notice):


 





	
     

    If to Pubco or Delta, to:

     

    Delta Corp Holdings Limited

Suite 3016, The Leadenhall Building

122 Leadenhall Street

London EC3V 4AB, United Kingdom

Attn: Mudit Paliwal

    

	
     

    with a copy (which will not constitute notice) to:

     

    Ellenoff Grossman & Schole LLP

    1345 Avenue of the Americas, 11th Floor

    New York, New York 10105

    Attn: Barry I. Grossman, Esq. and Sarah E. Williams, Esq.
 

	
     

    If to CHC, to:

    Coffee Holding Co., Inc.

    3475 Victory Boulevard

    Staten Island, New York 10314

    Attn: Andrew Gordon, President, CEO & CFO

    

    

    
	
     

    with a copy (which will not constitute notice) to:

    Lowenstein Sandler LLP

    1251 Avenue of the Americas

    New York, New York 10020

    Attn: Steven M. Skolnick, Esq.

	
     

    If to Holder, to: the address set forth under
    Holder’s name on the signature page hereto, with a copy (which will not constitute notice) to, if not the party sending the notice,
    each of CHC and Delta (and each of their copies for notices hereunder).

     



 






    	 



     


    

 


(h)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of Pubco, Delta,
CHC and the Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of
or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed
as a further or continuing waiver of any such term, condition, or provision.


 


(i)
Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such
provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal
and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or
impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction.
Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall substitute
for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal
and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.


 


(j)
Specific Performance. The parties acknowledges that the obligations of each party, under this Agreement, are unique and recognizes
and affirms that in the event of a breach of this Agreement by either party, money damages will be inadequate and the parties will not
have adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with the specific terms or were otherwise breached. Accordingly, each party shall be entitled to an
injunction or restraining order to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without
the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any
other right or remedy to which such party may be entitled under this Agreement, at law or in equity.


 


(k)
Expenses. Each party shall be responsible for its own fees and expenses (including the fees and expenses of investment bankers,
accountants and counsel) in connection with the entering into of this Agreement, the performance of its obligations hereunder and the
consummation of the transactions contemplated hereby; provided, that in the event of any Action arising out of or relating
to this Agreement, the non-prevailing party in any such Action shall pay its own expenses and the reasonable documented out-of-pocket
expenses, including reasonable attorneys’ fees and costs, reasonably incurred by the prevailing party.


 


(l)
No Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship among Holder, Pubco,
CHC and Delta, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among
the parties hereto or among any other CHC stockholders entering into voting agreements with CHC, Pubco or Delta. Except as set forth
on Schedule I hereto, Holder is not affiliated with any other holder of securities of CHC entering into a voting agreement with
CHC, Pubco or Delta in connection with the Transaction Agreement and has acted independently regarding Holder’s decision to enter
into this Agreement. Nothing contained in this Agreement shall be deemed to vest in CHC, Pubco or Delta any direct or indirect ownership
or incidence of ownership of or with respect to any Securities.


 






    	 



     


    

 


(m)
Further Assurances. From time to time, at another party’s request and without further consideration, each party shall execute
and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to consummate the
transactions contemplated by this Agreement.


 


(n)
Entire Agreement. This Agreement (together with the Transaction Agreement to the extent referred to herein) constitutes the full
and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement
relating to the subject matter hereof existing between the parties is expressly canceled; provided, that, for the avoidance
of doubt, the foregoing shall not affect the rights and obligations of the parties under the Transaction Agreement or any Ancillary Document.
Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of Pubco or Delta or any of the obligations
of Holder under any other agreement between Holder and Pubco or Delta or any certificate or instrument executed by Holder in favor of
Pubco or Delta, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of Pubco or Delta
or any of the obligations of Holder under this Agreement.


 


(o)
Counterparts; Electronic Delivery. This Agreement may be executed in multiple counterparts (including by email, pdf or other electronic
document transmission), each of which shall be deemed an original, and all of which taken together shall constitute one and the same
instrument.


 


[Remainder
of Page Intentionally Left Blank; Signature Page Follows.]


 






    	 



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Voting and Support Agreement as of the date first written above.


 


	 	Pubco:
	 	 
	 	Delta
    Corp Holdings Limited
	 	 	 
	 	By:	
	 	Name:	Mudit
    Paliwal
	 	Title:	Director


 


	 	Delta:
	 	 
	 	Delta
    Corp HOLDINGS Limited
	 	 	 
	 	By:	
	 	Name:	Mudit
    Paliwal
	 	Title:	Chief
    Executive Officer


 





{Signature
Page to Voting Agreement}

 






    	 



     


    

 


	 	CHC:
	 	COFFEE
    HOLDING CO., INC.
	 	 
	 	By:	         
	 	Name:	 
	 	Title:	 




 


{Signature
Page to Voting Agreement}


 






    	 



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Voting and Support Agreement as of the date first written above.


 


Holder:


 


[________________________]




 


	By:		 
	Name:	 	 
	Title:	 	 



 


Number
and Type of Securities:


 


CHC
Stock


 


__________
shares of CHC Common Stock


 


__________
shares of CHC Preferred Stock 
 
 Other CHC Securities


 


_______________________________________
number/amount and shares (including the specific type) into which securities are convertible or exercisable, as applicable.


 


Address
for Notice:


 


	Address: _______________________________________	 
	_______________________________________________	 
	_______________________________________________	 
	Facsimile No.:____________________________________	 
	Telephone No.:___________________________________	 
	Email:__________________________________________ :	 





 





{Signature
Page to Voting Agreement}