Zevia PBC Sample Contracts
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 12th, 2021 • Zevia PBC • Bottled & canned soft drinks & carbonated waters • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of __________ by and between Zevia PBC, a Delaware corporation (the “Company”), and __________ (the “Indemnitee”) and shall be deemed effective upon the earliest date that the Indemnitee is duly elected or appointed as a director or officer of the Company.
TAX RECEIVABLE AGREEMENT dated as of July 21, 2021Tax Receivable Agreement • August 13th, 2021 • Zevia PBC • Bottled & canned soft drinks & carbonated waters • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of July 21, 2021, is entered into by and among Zevia PBC, a Delaware corporation (Zevia PBC and each of its Subsidiaries that is classified as a corporation for U.S. federal income tax purposes, and each successor thereto, the “Corporation”), Zevia LLC, a Delaware limited liability company that is classified as a partnership for U.S. federal income tax purposes (the “Company”), each of the TRA Holders, and the TRA Representative.
SEVERANCE AGREEMENTSeverance Agreement • May 8th, 2024 • Zevia PBC • Bottled & canned soft drinks & carbonated waters • California
This SEVERANCE AGREEMENT (this “Agreement”) is entered into as of February 21, 2024 (the “Effective Date”), by and between Zevia PBC, a Delaware public benefit corporation (the “Company”), and Girish Satya (“Executive”).
THIRTEENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ZEVIA LLC a Delaware limited liability company dated as of July 21, 2021Limited Liability Company Agreement • August 13th, 2021 • Zevia PBC • Bottled & canned soft drinks & carbonated waters • Delaware
THIS THIRTEENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ZEVIA LLC, a Delaware limited liability company (the “Company”), dated as of July 21, 2021, is entered into by and among each of the persons admitted as a Member as of the date hereof as listed on Annex A (the “Initial Members”), and Zevia PBC, a Delaware public benefit corporation (the “Managing Member”).
ZEVIA PBC ELEVENTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT July 21, 2021Registration Rights Agreement • August 13th, 2021 • Zevia PBC • Bottled & canned soft drinks & carbonated waters • Delaware
This Eleventh Amended and Restated Registration Rights Agreement (this “Agreement”) is dated as of July 21, 2021, and is by and among Zevia PBC, a Delaware public benefit corporation (the “Company”), each person and entity executing this Agreement on Schedule I hereto (each, a “Holder” and collectively, the “Holders”).
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement • November 7th, 2023 • Zevia PBC • Bottled & canned soft drinks & carbonated waters • California
This SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (this “Agreement”) is entered into by and between Zevia PBC, a Delaware public benefit corporation (the “Company”), and Quincy B. Troupe (“Employee”). Employee and the Company are each referred to herein as a “Party” and collectively as the “Parties.”
CONFORMING CHANGES AMENDMENTLoan and Security Agreement • November 6th, 2024 • Zevia PBC • Bottled & canned soft drinks & carbonated waters
THIS CONFORMING CHANGES AMENDMENT (this “Amendment”), dated as of September 30, 2024 (the “Execution Date”), is entered into by Bank of America, N.A., as administrative agent (the “Administrative Agent”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 5th, 2026 • Zevia PBC • Bottled & canned soft drinks & carbonated waters • New York
THIS LOAN AND SECURITY AGREEMENT is dated as of February 22, 2022, by and among ZEVIA LLC, a Delaware limited liability company (“Zevia”; and together with any other party joined hereto as a Borrower, individually, a “Borrower” and collectively, the “Borrowers”), the financial institutions party to this Agreement from time to time as Lenders, and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as agent for the Lenders (in such capacity, “Agent”).
SEVERANCE AGREEMENTSeverance Agreement • August 5th, 2026 • Zevia PBC • Bottled & canned soft drinks & carbonated waters • California
This SEVERANCE AGREEMENT (this “Agreement”) is entered into as of June 15, 2026 (the “Effective Date”), by and between Zevia PBC, a Delaware public benefit corporation (the “Company”), and Alexandre Ruberti (“Executive”).
Zevia PBC Class A Common Stock, Par Value $0.001 per Share Underwriting AgreementUnderwriting Agreement • July 13th, 2021 • Zevia PBC • Bottled & canned soft drinks & carbonated waters • New York
Zevia PBC, a Delaware public benefit corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ● ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ ● ] additional shares (the “Optional Shares”) of Class A common stock, par value $0.001 per share (“Stock”), of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
FIRST AMENDMENT TO ZEVIA LLC, A DELAWARE LIMITED LIABILITY COMPANY NOTICE OF RESTRICTED CLASS C COMMON UNIT AWARDNotice of Restricted Class C Common Unit Award • June 25th, 2021 • Zevia PBC • Bottled & canned soft drinks & carbonated waters • Delaware
This First Amendment (this “Amendment” to the Notice of Restricted Class C Common Unit Award and Restricted Class C Common Unit Agreement by and between ___________________ (the “Participant”) and Zevia LLC (the “Company”) dated August 30, 2020 (collectively, the “RCCCU Agreement”) is hereby entered into between the Participant and the Company effective as of ________________ (the “Amendment Effective Date”) Capitalized terms not otherwise defined herein shall have the meanings set forth in the RCCCU Agreement or the Limited Liability Company Agreement of Zevia LLC, as such may be amended from time to time, as applicable.
ZEVIA LLC (Effective as of September 23, 2010)Unit Incentive Plan • June 25th, 2021 • Zevia PBC • Bottled & canned soft drinks & carbonated waters • Delaware
FIRST AMENDMENT TO ZEVIA LLC, A DELAWARE LIMITED LIABILITY COMPANY NOTICE OF RESTRICTED PHANTOM CLASS C COMMON UNIT AWARD AND RESTRICTED PHANTOM CLASS C COMMON UNIT AGREEMENTNotice of Restricted Phantom Class C Common Unit Award and Restricted Phantom Class C Common Unit Agreement • July 12th, 2021 • Zevia PBC • Bottled & canned soft drinks & carbonated waters • Delaware
This First Amendment (this “Amendment”) to the Notice of Restricted Phantom Class C Common Unit Award and Restricted Class C Common Unit Agreement by and between (the “Participant”) and Zevia LLC (the “Company”) dated January 1, 2019 (collectively, the “Award Agreement”) is hereby entered into between the Participant and the Company effective as of , 2021 (the “Amendment Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Award Agreement or the Limited Liability Company Agreement of Zevia LLC, as such may be amended from time to time, as applicable.
ADDENDUM TO SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement and General Release of Claims • August 11th, 2022 • Zevia PBC • Bottled & canned soft drinks & carbonated waters
This ADDENDUM (this “Addendum”) TO SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS (the “Agreement”) is entered into by and between Zevia PBC, a Delaware public benefit corporation (the “Company”), and William D. Beech (“Employee”). Employee and the Company are each referred to herein as a “Party” and collectively as the “Parties.”
ZEVIA PBC EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 12th, 2025 • Zevia PBC • Bottled & canned soft drinks & carbonated waters • New York
As further set forth in this agreement (this “Agreement”), Zevia PBC, a public benefit corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of shares of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.