Exhibit 10.2


 


Strictly Confidential


 


SPONSOR SUPPORT AGREEMENT


 


This SPONSOR SUPPORT
AGREEMENT (this “Agreement”), dated as of December 19, 2019, is made by and among Act II Global LLC, a Delaware
limited liability company (together with its successors, the “Sponsor”), Act II Global Acquisition Corp., a
Cayman Islands exempted company (“Act II”), Flavors Holdings Inc., a Delaware corporation (“Flavors
Holdings”), MW Holdings I LLC, a Delaware limited liability company (“MW Holdings I”), MW Holdings
III LLC, a Delaware limited liability company (“MW Holdings III”), and Mafco Foreign Holdings, Inc., a Delaware
corporation (“Mafco Foreign Holdings” and together with Flavors Holdings, MW Holdings I and MW Holdings III,
the “Sellers”). Sponsor, Act II and the Sellers shall be referred to herein from time to time collectively as
the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such
terms in the Purchase Agreement (as defined below).


 


WHEREAS, Act II and
the Sellers entered into that certain Purchase Agreement, dated as of the date hereof (as it may be amended, restated or otherwise
modified from time to time, the “Purchase Agreement”); and


 


WHEREAS, the Purchase
Agreement contemplates that the Parties will enter into this Agreement concurrently with the entry into the Purchase Agreement,
whereby Sponsor shall defer certain of its equity interests in Act II as of immediately following the Closing and agree to certain
covenants and agreements related to the transactions contemplated by the Purchase Agreement.


 


NOW, THEREFORE, in
consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


1.       Representations
and Warranties. The Sponsor represents and warrants to Act II and the Sellers that the following statements are true and correct:


 


a.                  
The Sponsor has the requisite corporate, limited liability company or other similar power and authority to execute and deliver
this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by
all necessary and appropriate action on the part of the Sponsor. This Agreement has been duly and validly executed and delivered
by the Sponsor and constitutes a valid, legal and binding agreement of the Sponsor (assuming this Agreement has been duly authorized,
executed and delivered by the other Parties hereto), enforceable against the Sponsor in accordance with its terms (subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights
and subject to general principles of equity).


 


b.                   The
Sponsor is the record owner of all of the outstanding shares of Act II’s Class B ordinary shares (the
“Founder Shares”) and 6,750,000 warrants to purchase shares of Act II’s Class A ordinary shares at a
price of $11.50 per share (the “Founder Warrants”) as of the date hereof, which constitutes all of the
equity securities in Act II held by Sponsor and its Affiliates as of the date hereof. Immediately after the Closing, all of
the Escrowed Sponsor Shares (as defined herein) will be owned of record by the Sponsor, and all of the other Founder Shares
and Founder Warrants will be owned of record by the Sponsor, which Escrowed Sponsor Shares, other Founder Shares and Founder
Warrants owned of record by the Sponsor will constitute all of the equity securities in Act II held by Sponsor and its
Affiliates as of immediately after the Closing. The Sponsor has, or will have as of the date hereof and immediately prior to
the Closing, as applicable, valid, good and marketable title to such equity securities, free and clear of all Liens (other
than Liens pursuant to this Agreement or any other agreement contemplated by the Purchase Agreement and transfer restrictions
under applicable Law or under the Organizational Documents of Act II). Except for this Agreement, the Sponsor is not party to
any option, warrant, purchase right, or other contract or commitment that could require the Sponsor to sell, transfer, or
otherwise dispose of the Escrowed Sponsor Shares. Except as disclosed in Act II’s public filings with the U.S.
Securities and Exchange Commission at least one day prior to the date hereof or as provided in this Agreement, the Purchase
Agreement, the Investors Agreement, or the Organizational Documents of the Sponsor, the Sponsor is not a party to any voting
trust, proxy or other agreement or understanding with respect to the voting of the Founder Shares or the Founder Warrants.
Neither the Sponsor, nor any transferees of any equity securities of Act II initially held by the Sponsor, has asserted or
perfected any rights to adjustment or other anti-dilution protections with respect to any equity securities of Act II
(including the Founder Shares and the Founder Warrants) (whether in connection with the transactions contemplated by the
Purchase Agreement or otherwise).


 






     


     


    

 


c.       The
execution, delivery and performance by it of this Agreement and the consummation by the Sponsor of the transactions contemplated
hereby do not (with or without due notice or lapse of time or both): (i) conflict with or result in any breach of any provision
of the Organizational Documents of the Sponsor, (ii) result in a violation or breach of, or constitute a default or give rise to
any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, lease, license, contract, agreement or other instrument or obligation to which the Sponsor is a party or by which its
properties or assets may be bound, (iii) violate any Order or Law of any Governmental Entity applicable to the Sponsor or its Subsidiaries,
or any of their respective properties or assets (including the Founder Shares and the Founder Warrants), as applicable, or (iv)
result in the creation of any Lien (other than Liens pursuant to this Agreement or any other agreement contemplated by the Purchase
Agreement to which it is subject or bound and transfer restrictions under applicable Law or under the Organizational Documents
of Act II) upon its assets (including the Founder Shares and the Founder Warrants), except in the case of clauses (ii), (iii) and
(iv) above, for violations which would not reasonably be expected to materially impact, impair or delay or prevent the ability
of the Sponsor to consummate the transactions contemplated by this Agreement or have a material adverse effect on the ability of
the Sponsor to perform its obligations hereunder.


 


2.                  
Escrowed Sponsor Shares. The Sponsor hereby agrees that, on or prior to the Closing Date, the Sponsor shall enter
into an escrow agreement, as contemplated under the Purchase Agreement, pursuant to which the Sponsor shall deposit an aggregate
of 7,500,000 Class A ordinary shares (the “Escrowed Sponsor Shares”), to be held and distributed by the Escrow
Agent (as defined therein) on the terms and conditions set forth therein. Subject to the terms and conditions of this Agreement,
the Sponsor unconditionally and irrevocably agrees to take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Section of this Agreement.


 


3.                  
Anti-Dilution. The Sponsor hereby irrevocably and unconditionally waives (including without limitation for purposes
of Section 17.4 of the Purchaser Constitutional Documents) and will not exercise, assert or perfect any rights to adjustment or
other anti-dilution protections with respect to any equity securities of Act II (including the Founder Shares and the Founder Warrants)
that may otherwise become available in connection with a Business Combination (including without limitation any rights that would
otherwise be available under Section 17.3 of the Purchaser Constitutional Documents).


 


4.                   Additional
Shares. In the event of a share split, dividend or distribution, or any other change in Act II’s Class A ordinary
shares or Class B ordinary shares by reason of any share split, dividend, distribution, subdivision,
recapitalization, reclassification, consolidation, conversion or the like, including the exchange of any securities
convertible into or exercisable for any such shares, or any other acquisition of (or acquisition of control of) such shares
after the date hereof, references to the Founder Shares, Founder Warrants, equity securities in Act II and the like shall be
deemed to refer to and include such shares as well as all such share dividends and distributions and any securities into
which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.


 






     


     


    

 


5.       Pre-Closing
Covenants.


 


a.                  
From the date hereof until the earlier of the Closing and the termination of the Purchase Agreement in accordance with its
terms, the Sponsor hereby unconditionally and irrevocably agrees that at any duly called meeting of the shareholders of Act II
(or any adjournment or postponement thereof), and in any action by written consent of the shareholders of Act II, it shall, and
shall cause its Affiliates to, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its equity
securities in Act II to be counted as present thereat for purposes of establishing a quorum, and it shall vote or deliver to Act
II a duly executed affirmative written consent in favor of (or cause to be voted or consented), in person or by proxy, all of its
equity securities (a) (i) in favor of the Purchase Agreement and any other agreements contemplated by the Purchase Agreement (an
“Ancillary Document” and collectively, the “Ancillary Documents” which, for the avoidance
of doubt, shall include this Agreement) and the transactions contemplated hereby and thereby and (ii) against any action, proposal,
transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other
obligation or agreement of Act II contained in the Purchase Agreement or in any Ancillary Document, and (b) against any of the
following actions or proposals (other than the transactions contemplated by the Purchase Agreement and the Ancillary Documents):
(A) any proposal related to a Business Combination or any proposal in opposition to approval of the Purchase Agreement or any other
Purchaser Shareholder Proposal or in competition with or materially inconsistent with the Purchase Agreement, the transactions
contemplated thereby or any other Purchaser Shareholder Proposal; and (B) (x) any change in the present capitalization of Act II
or any amendment of the Organizational Documents of Act II other than the amendment included in the Purchaser Shareholder Proposals,
including any redemption of any equity securities in Act II (other than any redemption of equity securities in Act II held by Act
II equityholders (other than the Sponsor and its transferees) contemplated by the existing Organizational Documents of Act II);
(y) any change in Act II’s corporate structure or business; or (z) any other action or proposal involving Act II or any of
its Subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely
affect in any material respect the transactions contemplated by the Purchase Agreement or any Ancillary Document or would reasonably
be expected to result in any of the conditions to Act II’s obligations under the Purchase Agreement or any Ancillary Document
not being fulfilled.


 


b.                  
From the date hereof until the earlier of the Closing and the termination of the Purchase Agreement in accordance with its
terms, the Sponsor hereby unconditionally and irrevocably agrees that it shall not, without the prior written consent of the Sellers,
(i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or
agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call
equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the U.S. Securities and Exchange Commission promulgated thereunder, with respect to any equity securities of Act II or any securities
convertible into, or exercisable, or exchangeable for, equity securities of Act II owned by it, (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any equity securities
of Act II or any securities convertible into, or exercisable, or exchangeable for, equity securities of Act II owned by it, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention
to effect any transaction specified in clauses (i) or (ii).


 


c.                   Subject
to applicable Law, the Sponsor shall take all action necessary to ensure that, effective as of the Closing, two (2)
individuals (at least one of whom is not disqualified from being considered “independent” within the meaning
of the NASDAQ Stock Market Rules) selected by the Sellers shall be appointed to the Purchaser Board.


 






     


     


    

 


6.                  
Termination. This Agreement shall terminate, and have no further force and effect, if the Purchase Agreement is terminated
in accordance with its terms prior to the Closing under the Purchase Agreement. Notwithstanding the foregoing, termination of this
Agreement shall not prevent any party hereunder from seeking any remedies (at Law or in equity) against any other party hereto
for such party’s willful and material breach of any of the terms of this Agreement prior to termination.


 


7.                  
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New
York (without regard to its laws relating to choice-of-law) applicable to contracts between residents of that State and executed
in and to be performed entirely within that State.


 


8.                  
Jurisdiction and Venue. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE JURISDICTION
OF THE COURTS OF THE STATE OF NEW YORK, OR IF THE COURTS OF THE STATE OF NEW YORK LACKS JURISDICTION, ANY OTHER FEDERAL COURTS
OF THE UNITED STATES OF AMERICA LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND THE APPROPRIATE APPELLATE COURTS
THEREFROM (the “Chosen Courts”), for any Action arising out of, or relating to, this Agreement or the Transactions,
and each Party agrees not to commence any Action relating hereto or thereto except in such court. Each Party (i) waives any objection
to laying venue in any such Action in the Chosen Courts, (ii) waives any objection that the Chosen Courts are an inconvenient forum
or do not have jurisdiction over any Party and (iii) without limiting other means of service of process permissible under applicable
Law, agrees that service of process upon such party in any such Action will be effective if notice is given in accordance with
Section 10.


 


9.                  
Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT
IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES,
TO THE EXTENT PERMITTED BY LAW AT THE TIME OF INSTITUTION OF THE APPLICABLE LITIGATION, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. EACH
PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS
AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN SECTIONS 7, 8 AND 9.


 


10.              
Notices. All notices and other communications to be given to any Party hereunder shall be sufficiently given for
all purposes hereunder if in writing (a) when delivered, if delivered by hand, courier or overnight delivery service, (b) three
(3) days after being mailed by certified or registered mail, return receipt requested, with appropriate postage prepaid, or (c)
when sent in the form of a facsimile or email, if (x) acknowledged by the recipient (excluding automated responses) or (y) promptly
sent by one of the methods specified in clause (a) or (b), and, in each case, shall be directed to the address set forth below
(or at such other address or facsimile number as such Party shall designate by like notice):


 






     


     


    

 


a.            If to Act
II or the Sponsor, to:


 


Act II Global Acquisition Corp.


745 5th Avenue


New York, NY 10151


Attention: Ira Lamel


Email: ira.lamel@act2global.com


 


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


 


DLA Piper LLP (US)


1251 Avenue of the Americas, 27th Floor


New York, NY 10020


Attention: Christopher P. Giordano


Jon Venick


		E-mail:	christopher.giordano@dlapiper.com

                                         jon.venick@dlapiper.com



 


b.            If to the
Sellers, to:


 


c/o MacAndrews & Forbes Incorporated


35 E. 62nd Street, 3rd Floor


New York, NY 10065


Attention: Legal Department


Fax No.: (212) 399-8282


Email: legaldepartment@mafgrp.com


 


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


 


Wachtell, Lipton, Rosen & Katz

51 West 52nd Street


New York, New York 10019

Attention: Adam O. Emmerich

David K. Lam


DongJu Song


		E-mail:	AOEmmerich@wlrk.com

                                         DKLam@wlrk.com

                                         DSong@wlrk.com



 


11.       Remedies.
The Parties hereby acknowledge and agree that irreparable injury for which monetary damages (even if available) would not be
an adequate remedy would occur if any Parties hereto does not perform any provision of this Agreement in accordance with its
specified terms or otherwise breaches such provisions. Accordingly, the Parties acknowledge and agree that, prior to a valid
termination, to prevent breaches or threatened breaches by the Parties of any of their respective covenants or obligations
set forth in this Agreement, including its failure to take all actions required under the express terms of this Agreement to
consummate the Transactions, and that prior to a valid termination of this Agreement, the Parties shall be entitled to
specific performance of such agreements and covenants in such event and other equitable relief to prevent breaches of this
Agreement, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it
will not oppose the granting of any such injunction, specific performance and other equitable relief on the basis that any
other Party has an adequate remedy at Law or that any award of specific performance is not an appropriate remedy for any
reason at Law or in equity. Each Party hereby waives any requirement to provide any bond or other security in connection with
such order or injunction.


 






     


     


    

 


12.              
Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall
be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective
when one or more counterparts have been signed by each of the Parties and delivered (by telecopy, electronic delivery or otherwise)
to the other Parties. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable
document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and
pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.


 


13.              
Amendment. This Agreement may not be modified or amended except by an instrument or instruments in writing and mutually
signed by each of the Parties. Each Party may, only by an instrument in writing, waive compliance by any other Party with any term
or provision of this Agreement on the part of such other Party to be performed or complied with. The waiver by a Party of a breach
of any term or provision of this Agreement by another Party shall not be construed as a waiver of any subsequent breach.


 


14.              
Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors
and permitted assigns; provided, however, that no Party will assign its rights or delegate any or all of its obligations under
this Agreement without the express prior written consent of the other Party, except that the Sellers may assign their rights and
obligations under this Agreement to an Affiliate of the Sellers; provided that no such assignment shall release the Sellers
from any liability or obligation under this Agreement; provided further, that, if either Party or its successors or assigns
(a) consolidates with or merges into any other Person and is not the continuing or surviving entity of such consolidation or merger,
or (b) transfers or conveys all or substantially all of its equity, properties or assets to any Person, then, in each case, such
Party, as the case may be, shall cause proper provision to be made so that such successors, assigns or Person assume the obligations
set forth in this Agreement of such Party, as applicable. Any attempted assignment in violation of this Section 14 shall
be void.


 


15.              
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of
this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic
or legal substance of the Transactions is not affected in any manner materially adverse to any Party. Upon such a determination,
the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely
as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the fullest
extent possible.


 


16.              
Survival. The provisions of Sections 7-16 hereof shall survive the termination of this Agreement.


 


signature page follows


 






     


     


    

 


IN WITNESS WHEREOF,
each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.


 


	 	ACT II GLOBAL LLC
	 	 
	 	By: 	/s/ John Carroll
	 	 	Name: 	John Carroll
	 	 	Title:	Managing Member
	 	 
	 	ACT II GLOBAL ACQUISITION CORP.
	 	 
	 	By: 	/s/ Ira J. Lamel
	 	 	Name: 	Ira J. Lamel
	 	 	Title:	Chief Financial Officer


 


[Signature Page to Sponsor Support Agreement]




 






     


     


    

 


IN WITNESS WHEREOF,
each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.


 


	 	FLAVORS HOLDINGS INC.
	 	 
	 	By:	 /s/ Edward Mammone
	 	 	Name:	Edward Mammone
	 	 	Title:	Senior Vice President, Controller
	 	 
	 	MW HOLDINGS I LLC
	 	 
	 	By:	Flavors Holdings, Inc., its sole member
	 	 
	 	By: 	/s/ Edward Mammone
	 	 	Name: 	Edward Mammone
	 	 	Title:	Senior Vice President, Controller
	 	 
	 	MW HOLDINGS III LLC
	 	 
	 	By:	Flavors Holdings, Inc., its sole member
	 	 
	 	By: 	/s/ Edward Mammone
	 	 	Name: 	Edward Mammone
	 	 	Title:	Senior Vice President, Controller
	 	 
	 	MAFCO FOREIGN HOLDINGS, INC.
	 	 
	 	By:	/s/ Marji Gordon-Brown
	 	 	Name: 	Marji Gordon-Brown
	 	 	Title:	Associate Tax Counsel


 


[Signature Page to Sponsor
Support Agreement]