AUTHENTIC BRANDS LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • February 10th, 2022 • BRC Inc. • Beverages • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of Authentic Brands LLC, a Delaware limited liability company (the “Company”), dated as of February 9, 2022 (the “Effective Date”), is entered into by and among the Company, BRC Inc., a Delaware public benefit corporation (the “Corporation”), as the managing member of the Company, and each of the other Members (as defined herein).
RESTRICTED UNITS AGREEMENTRestricted Units Agreement • March 16th, 2022 • BRC Inc. • Beverages • Delaware
This Restricted Units Agreement (this “Agreement”) is effective as of August 11, 2021 (the “Grant Date”) by and between Authentic Brands LLC, a Delaware limited liability company (the “Company”), and Toby Johnson (“Recipient”). Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Article 4 below.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 10th, 2022 • BRC Inc. • Beverages • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2022 between BRC Inc., a Delaware public benefit company (the “Company”), and [ ] (“Indemnitee”).
INCENTIVE UNITS AGREEMENTIncentive Units Agreement • March 16th, 2022 • BRC Inc. • Beverages • Utah
This Incentive Units Agreement (this “Agreement”) is effective as of September 28, 2018 (the “Grant Date”) by and between Authentic Brands LLC, a Delaware limited liability company (the “Company”), and Evan Hafer (“Recipient”). Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Article 4 below.
TAX RECEIVABLE AGREEMENT by and among BRC INC., AUTHENTIC BRANDS LLC, and THE AGENT DATED AS OF FEBRUARY 9, 2022Tax Receivable Agreement • February 10th, 2022 • BRC Inc. • Beverages • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of February 9, 2022, is hereby entered into by and among BRC Inc., a Delaware public benefit corporation (the “Corporation”), Authentic Brands LLC, a Delaware limited liability company (the “Company”), and the Agent.
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2022 • BRC Inc. • Beverages • Utah
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of August 3, 2021, by and between Black Rifle Coffee Company LLC, a Delaware limited liability company (the “Company”), and Toby Johnson (“Executive”).
EMPLOYMENT AGREEMENTAgreement • March 16th, 2022 • BRC Inc. • Beverages • DelawareThis EMPLOYMENT AGREEMENT (the “Agreement”) is made as of January 7, 2019, by and between Black Rifle Coffee Company LLC, a Delaware limited liability company (the “Company”), and Thomas E. Davin (“Executive”).
CREDIT AGREEMENT by and among AUTHENTIC BRANDS LLC AND CERTAIN OF ITS SUBSIDIARIES, JOINTLY AND SEVERALLY, as the “Borrowers”, ANY OTHER CREDIT PARTIES PARTY HERETO FROM TIME TO TIME, THE FINANCIAL INSTITUTIONS PARTY HERETO FROM TIME TO TIME, as the...Credit Agreement • August 10th, 2023 • BRC Inc. • Beverages
THIS CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of August 10, 2023, is made by and among (A) AUTHENTIC BRANDS LLC, a Delaware limited liability company (“Parent”), BLACK RIFLE COFFEE COMPANY LLC, a Delaware limited liability company (“BRCC”), GOOD BEANS LLC, a Delaware limited liability company (“Good Beans”), FREE RANGE AMERICAN MEDIA COMPANY LLC, a Delaware limited liability company (“Free Range”), SIGNAL MOUNTAIN MEDIA WORKS LLC, a Texas limited liability company (“Signal Mountain”), 1144 SLC LLC, a Delaware limited liability company (“1144 SLC”), BRCC OPERATING COMPANY LLC, a Delaware limited liability company (“BRCC Operating”), SPENCER 355 LLC, a Delaware limited liability company (“Spencer 355”), 621 MANCHESTER LLC, a Delaware limited liability company (“621 Manchester”), BRCC GC LLC, a Utah limited liability company (“BRCC GC”), GROUNDS AND HOUNDS COFFEE COMPANY LLC, a Delaware l
Executive Severance and Restrictive Covenant AgreementSeverance and Restrictive Covenant Agreement • February 1st, 2023 • BRC Inc. • Beverages • Delaware
This Severance and Restrictive Covenant Agreement (“Agreement”), dated as of January 31, 2023, is entered into by and between Black Rifle Coffee Company LLC (the “Company”) and KRISTINA BRAENDEL (the “Employee”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 10th, 2022 • BRC Inc. • Beverages • Delaware
THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms hereof, this “Agreement”), dated as of February 9, 2022 (the “Effective Date”), is made by and among (i) BRC Inc., a Delaware public benefit corporation (including any of its successors or assigns, “PubCo”); (ii) SilverBox Engaged Sponsor LLC, a Delaware limited liability company (the “Sponsor”); (iii) the Engaged Capital Investors (as defined herein); (iv) Evan Hafer (the “Founder”), (v) the persons and entities listed on Schedule B hereto (collectively, the “NCH Equityholders”), (vi) Mathew Best, (vii) Jarred Taylor, (viii) Richard Ryan, (ix) Tom Davin and (x) the persons and entities listed on Schedule A hereto (collectively, the “Legacy Equityholders”). Each of the persons listed under clauses (i) to (x) may be referred to herein as a “Party” and collectively as the “Parties” and and each of the persons listed under clauses (ii) to (x) may be referred to her
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • August 10th, 2023 • BRC Inc. • Beverages
This Transition and Separation Agreement (the “Agreement”) is entered into by and between Black Rifle Coffee Company LLC (the “Company”), BRC Inc. (“BRC”) and Heath Nielsen (“Employee”).
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • February 10th, 2022 • BRC Inc. • Beverages • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of February 9, 2022, by and among SilverBox Engaged Merger Corp I, a Delaware corporation (“SilverBox”), BRC Inc., a Delaware corporation and wholly owned subsidiary of SilverBox (“PubCo”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Business Combination Agreement (as defined below).
RESTRICTED UNITS AGREEMENTRestricted Units Agreement • March 16th, 2022 • BRC Inc. • Beverages • Utah
This Restricted Units Agreement (this “Agreement”) is effective as of September 28, 2018 (the “Grant Date”) by and between Authentic Brands LLC, a Delaware limited liability company (the “Company”), and Tom Davin (“Recipient”). Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Article 4 below.
EMPLOYMENT AGREEMENTEmployment Agreement • December 30th, 2022 • BRC Inc. • Beverages • Delaware
This Employment Agreement (the “Agreement”), dated as of December 29, 2022, is entered into by and between Black Rifle Coffee Company LLC, a Delaware limited liability company (the “Company”) and Evan Hafer (the “Executive”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 6th, 2024 • BRC Inc. • Beverages
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 3, 2023, is entered into among AUTHENTIC BRANDS LLC, a Delaware limited liability company (“Parent”), BLACK RIFLE COFFEE COMPANY LLC, a Delaware limited liability company (“BRCC”), GOOD BEANS LLC, a Delaware limited liability company (“Good Beans”), FREE RANGE AMERICAN MEDIA COMPANY LLC, a Delaware limited liability company (“Free Range”), SIGNAL MOUNTAIN MEDIA WORKS LLC, a Texas limited liability company (“Signal Mountain”), 1144 SLC LLC, a Delaware limited liability company (“1144 SLC”), BRCC OPERATING COMPANY LLC, a Delaware limited liability company (“BRCC Operating”), SPENCER 355 LLC, a Delaware limited liability company (“Spencer 355”), 621 MANCHESTER LLC, a Delaware limited liability company (“621 Manchester”), BRCC GC LLC, a Utah limited liability company (“BRCC GC”), GROUNDS AND HOUNDS COFFEE COMPANY LLC, a Delaware limited liability company (“Grounds and Hounds”), INDEPENDENT COFFEE SOLUTIONS LL
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 6th, 2024 • BRC Inc. • Beverages
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of January 25, 2024, is entered into among AUTHENTIC BRANDS LLC, a Delaware limited liability company ("Parent"), BLACK RIFLE COFFEE COMPANY LLC, a Delaware limited liability company ("BRCC"), GOOD BEANS LLC, a Delaware limited liability company ("Good Beans"), FREE RANGE AMERICAN MEDIA COMPANY LLC, a Delaware limited liability company ("Free Range"), SIGNAL MOUNTAIN MEDIA WORKS LLC, a Texas limited liability company ("Signal Mountain"), 1144 SLC LLC, a Delaware limited liability company ("1144 SLC"), BRCC OPERATING COMPANY LLC, a Delaware limited liability company ("BRCC Operating"), SPENCER 355 LLC, a Delaware limited liability company ("Spencer 355"), 621 MANCHESTER LLC, a Delaware limited liability company ("621 Manchester"), BRCC GC LLC, a Utah limited liability company ("BRCC GC"), GROUNDS AND HOUNDS COFFEE COMPANY LLC, a Delaware limited liability company ("Grounds and Hounds"), INDEPENDENT COFFEE SOLUTIONS L
Separation and Release AgreementSeparation and Release Agreement • August 10th, 2023 • BRC Inc. • Beverages
This letter agreement (this “Agreement”) memorializes your discussions with representatives of the Company regarding your agreed terms of separation, as well as addressing requirements and obligations under the Executive Severance and Restrictive Covenants Agreement, executed between you and the Company on December 29, 2022 (the “Severance Agreement”). After the Separation Date, you will not represent as being an employee, officer, agent, or representative of the Company for any purpose. Except as otherwise set forth in this Agreement, the Separation Date is your employment termination date for all purposes, meaning that you are not entitled to any further compensation, monies, or other benefits from the Company, including coverage under any benefit plans or programs sponsored by the Company, as of the Separation Date except as noted herein.
Waiver February 9, 2022BRC Inc. • February 10th, 2022 • BeveragesReference is hereby made to that certain Business Combination Agreement, dated as of November 2, 2021, by and among SilverBox Engaged Merger Corp I, a Delaware corporation (“SilverBox”), BRC Inc., a Delaware corporation and wholly owned subsidiary of SilverBox (“Pubco”), SBEA Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Pubco, BRCC Blocker Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of SilverBox, Grand Opal Investment Holdings, Inc., a Delaware corporation, and Authentic Brands, LLC, a Delaware limited liability company (the “Company”), as amended by that certain First Amendment to Business Combination Agreement, dated as of January 4, 2021 (as so amended, the “Combination Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Combination Agreement.
Separation and Release AgreementSeparation and Release Agreement • March 6th, 2024 • BRC Inc. • Beverages • Utah
This letter agreement (this “Agreement”) memorializes your discussions with representatives of the Company regarding your agreed terms of separation. After the Separation Date, you will not represent as being an employee, officer, agent, or representative of the Company for any purpose, other than as a Director of BRC Inc. Except as otherwise set forth in this Agreement, the Separation Date is your employment termination date for all purposes, meaning that you are not entitled to any further compensation, monies, or other benefits from the Company, including coverage under any benefit plans or programs sponsored by the Company, as of the Separation Date except as noted herein.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2024 • BRC Inc. • Beverages • Delaware
This Amendment No. 1 to Employment Agreement (this “Amendment”), dated as of November 6, 2023, is entered into by and between Black Rifle Coffee Company LLC, a Delaware limited liability company (the “Company”), and Evan Hafer (“Executive”).
