Dutch Bros Inc. (a Delaware corporation) [l] Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 7th, 2021 • Dutch Bros Inc. • Retail-eating & drinking places • New York
DUTCH BROS INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • September 6th, 2023 • Dutch Bros Inc. • Retail-eating & drinking places • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between DUTCH BROS INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
DUTCH BROS INC. AND _____________, AS WARRANT AGENT FORM OF CLASS A COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Common Stock Warrant Agreement • September 6th, 2023 • Dutch Bros Inc. • Retail-eating & drinking places • New York
THIS CLASS A COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between DUTCH BROS INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
DUTCH BROS INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Securities Warrant Agreement • September 6th, 2023 • Dutch Bros Inc. • Retail-eating & drinking places • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between DUTCH BROS INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
290719096 v2 19 “Affiliate” means, means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such Person; provided that the Company and its subsidiaries shall not be deemed to...Registration Rights Agreement • February 23rd, 2024 • Dutch Bros Inc. • Retail-eating & drinking places • New York
DUTCH BROS INC. AND _____________, AS TRUSTEE FORM OF INDENTURE DATED AS OF __________ Debt SecuritiesDutch Bros Inc. • September 6th, 2023 • Retail-eating & drinking places • New York
THIS INDENTURE, dated as of [], between DUTCH BROS INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
TAX RECEIVABLE AGREEMENT (Exchanges) between DUTCH BROS INC. and THE PERSONS NAMED HEREIN Dated as of September 14, 2021 TAX RECEIVABLE AGREEMENTTax Receivable Agreement • September 17th, 2021 • Dutch Bros Inc. • Retail-eating & drinking places • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of September 14, 2021, and is between Dutch Bros Inc., a Delaware corporation, each of the undersigned parties who directly or indirectly hold Class A Common Units (the “Units”) in Dutch Mafia, LLC, a Delaware limited liability company (“OpCo”) as set forth in Exhibit A, and each of the other persons from time to time that becomes a party hereto (each, excluding the Corporate Taxpayer and OpCo, a “TRA Party” and together the “TRA Parties”).
DUTCH MAFIA, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of September 14, 2021Limited Liability Company Agreement • September 17th, 2021 • Dutch Bros Inc. • Retail-eating & drinking places • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of September 14, 2021 (the “Agreement”), is entered into by and among Dutch Mafia LLC, a Delaware limited liability company (the “Company”), and the Members (including, after the Pre-IPO Exchanges, Dutch Bros Inc., a Delaware corporation (“PubCo”)). Capitalized terms used herein without definition shall have the meanings assigned to such terms in Article I.
Dutch Bros Inc. (a Delaware corporation) 8,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 26th, 2024 • Dutch Bros Inc. • Retail-eating & drinking places • New York
STOCKHOLDERS AGREEMENT OF DUTCH BROS INC.Stockholders Agreement • September 17th, 2021 • Dutch Bros Inc. • Retail-eating & drinking places • Delaware
This Stockholders Agreement (as it may be amended and/or restated from time to time in accordance with the terms hereof, this “Agreement”) is entered as of September 17, 2021, by and between Dutch Bros Inc., a Delaware corporation (the “Company”) and Dutch Holdings, LLC, TSG7 A AIV VI, L.P., TSG7 A AIV VI Holdings-A, L.P., and DG Coinvestor Blocker Aggregator, L.P., and its respective Affiliates (together with their respective Permitted Transferees (as defined below), the “TSG Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 20th, 2021 • Dutch Bros Inc. • Retail-eating & drinking places • Delaware
This Indemnification Agreement (this “Agreement”), dated as of _____, 20__, is made by and between Dutch Bros Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
299670500 v6 2 3. Miscellaneous. (a) Amendments and Waivers. This Agreement may be modified or amended only with the written approval of each of PubCo, OpCo and DM Trust Aggregator, LLC, provided, however, that an amendment or modification that would...Share Surrender Agreement • May 20th, 2024 • Dutch Bros Inc. • Retail-eating & drinking places
263002286 v1 SEPARATION LETTER AGREEMENT 11/11/2022 JOHN GRAHAM Via DocuSign Dear John, This letter sets forth the substance of the separation agreement (the “Agreement”) that DB Management Co., (the “Company”) and its affiliated entities including,...Separation Letter Agreement • February 27th, 2023 • Dutch Bros Inc. • Retail-eating & drinking places
299360196 v9 2 WHEREAS, at the Effective Time, (i) all of the issued and outstanding PI Units were, automatically without any further action on the part of the Company and the Members, converted into Class A Common Units, and ceased to exist as PI...Limited Liability Company Agreement • May 20th, 2024 • Dutch Bros Inc. • Retail-eating & drinking places • Delaware
November 23, 2021 Jonathan Ricci VIA EMAIL/DOCUSIGN Dear Jonathan,Dutch Bros Inc. • December 1st, 2021 • Retail-eating & drinking places
You are currently employed as Chief Executive Officer of DB Management Co. (the “Company”), a wholly-owned subsidiary of Dutch Mafia, LLC., and Chief Executive Officer of Dutch Bros Inc. This letter sets forth the terms and conditions of your employment by the Company, including the provision of services to Dutch Mafia, LLC and its affiliated entities, including Dutch Bros Inc., with such terms to be effective as of November 1, 2021. The terms set forth in this letter agreement shall supersede and replace, in entirety, the terms set forth in your Employment Agreement dated January 2, 2019.
ContractDutch Bros Inc. • January 2nd, 2024 • Retail-eating & drinking places
277299219 v2 APPENDIX A PARTICIPATION AGREEMENT Name: Christine Barone Section 1. ELIGIBILITY. You have been designated as eligible to participate in the Dutch Bros Inc. Amended and Restated Severance and Change in Control Plan (the “Plan”), a copy of...Participation Agreement • November 28th, 2022 • Dutch Bros Inc. • Retail-eating & drinking places
reference to the number of days that elapsed in the year of your termination of employment between the first day of such year and the date of your termination of employment (inclusive of the first and last day) divided by 365, and (3) ignoring any...Participation Agreement • April 2nd, 2024 • Dutch Bros Inc. • Retail-eating & drinking places
271721228 v1 November 7, 2022 Christine Barone VIA EMAIL/DOCUSIGN Re: Employment Agreement Dear Christine: We are pleased to offer you the full time position of President of Dutch Bros Inc. (the “Company”) pursuant to the terms of this letter...Letter Agreement • November 28th, 2022 • Dutch Bros Inc. • Retail-eating & drinking places
reference to the number of days that elapsed in the year of your termination of employment between the first day of such year and the date of your termination of employment (inclusive of the first and last day) divided by 365, and (3) ignoring any...Dutch Bros Inc. • May 7th, 2024 • Retail-eating & drinking places
301041408 v9 2 agreements and instruments, and (iii) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result. “Permitted...Limitation Agreement • May 20th, 2024 • Dutch Bros Inc. • Retail-eating & drinking places
