AGREEMENT AND PLAN OF MERGER by and among PEPSICO, INC., SATURN MERGER SUB LTD. and SODASTREAM INTERNATIONAL LTD. Dated as of August 20, 2018Agreement and Plan of Merger • August 20th, 2018 • SodaStream International Ltd. • Household appliances
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 20, 2018 by and among PepsiCo, Inc., a North Carolina corporation (“Parent”), Saturn Merger Sub Ltd., a company organized under the laws of the State of Israel and a wholly-owned subsidiary of Parent (“Merger Sub”), and SodaStream International Ltd., a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
SodaStream International Ltd. 5,000,000 Ordinary Shares Underwriting AgreementLetter Agreement • April 11th, 2011 • SodaStream International Ltd. • Household appliances • New York
SodaStream International Ltd., an Israeli company (the “Company”), proposes to issue and sell, and each of the shareholders of the Company listed on Schedule 2 hereto (each a “Selling Shareholder” and, together, the “Selling Shareholders”) proposes to sell, severally and not jointly, to the several Underwriters listed on Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 5,000,000 ordinary shares, par value NIS 0.645 per share (the “Underwritten Shares”), of the Company. In addition, at the option of the Underwriters, the Selling Shareholders propose to sell, severally and not jointly, up to an additional 750,000 ordinary shares of the Company (the “Option Shares”) as set forth on Schedule 2 hereto. The Underwritten Shares and the Option Shares are herein referred to as the “Offered Shares.” The ordinary shares of the Company to be outstanding after giving effect to the sale of the Offered Shares are referred to h
SUPPORT AGREEMENTSupport Agreement • November 30th, 2016 • SodaStream International Ltd. • Household appliances
This Support Agreement, dated November 30, 2016 (this “Agreement”), is by and between Teleios Capital Partners GmbH (“Teleios”) and SodaStream International Ltd. (the “Company”).
AMENDMENT TO THE MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • October 26th, 2010 • SodaStream International Ltd. • Household appliances
This amendment (the “Amendment”) to the Management Services Agreement (the “Original Management Agreement”) is entered into as of 21 October, 2010 by and among SodaStream International Ltd., a company incorporated under the Laws of the State of Israel (the “Company”) and Fortissimo Capital Fund GP, L.P. (“Fortissimo”).
FORM OF INDEMNIFICATION AND RELEASE AGREEMENTIndemnification and Release Agreement • October 19th, 2010 • SodaStream International Ltd.
It is in the best interest of SodaStream International Ltd. (the “Company”) and its affiliated companies and subsidiaries, whether held directly or indirectly, (the “SodaStream Group”) to retain and attract as directors and/or officers the most capable persons available and such persons are becoming increasingly reluctant to serve as directors and officers unless they are provided with adequate protection through insurance, release and indemnification in connection with such service.
SodaStream International Ltd. _____Ordinary Shares Underwriting AgreementUnderwriting Agreement • October 26th, 2010 • SodaStream International Ltd. • Household appliances • New York
SodaStream International Ltd., an Israeli company (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of _______ ordinary shares, par value NIS 0.645 per share, of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional _______ ordinary shares of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Offered Shares.” The ordinary shares of the Company to be outstanding after giving effect to the sale of the Offered Shares are referred to herein as the “Shares.”
AMENDED AND RESTATED SHAREHOLDERSShareholders Agreement • October 26th, 2010 • SodaStream International Ltd. • Household appliances
THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is made as of the 21st day of October 2010, and shall be effective only upon the closing of the Company’s Qualified Public Offering (as defined below), by and among SodaStream International Ltd., a company incorporated under the Laws of the State of Israel (the “Company”); and certain of the holders of the Company’s Ordinary Shares (the “Ordinary Shares”) (collectively, the “Holders”).
Management Services AgreementManagement Services Agreement • October 19th, 2010 • SodaStream International Ltd.
This Management Services Agreement (this "Agreement") is entered into as of March 26, 2007, by and among (i) Soda Club Enterprises N.V., on behalf of the several companies constituting the Soda-Club Group (the “Company”) and (ii) Fortissimo Capital Fund GP, LP on behalf of the several parallel partnerships for which it serves as the General Partner, as well as Fortissimo Capital Management Ltd., whose principal offices are located at 14 Hamelacha Street, Park Afek, Rosh Haayin 48091, Israel (“Fortissimo”).
