JOINT FILING AGREEMENTJoint Filing Agreement • October 9th, 2014 • Jab Beech Inc. • Retail-eating places
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D including any amendments thereto. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
Non-Disclosure AgreementNon-Disclosure Agreement • December 21st, 2012 • Jab Beech Inc. • Retail-eating & drinking places • Minnesota
In connection with a possible negotiated transaction (the “Possible Transaction”) with Caribou Coffee Company, Inc., a Minnesota corporation (the “Seller”), the Seller expects to make available to JAB Beech Inc. (“you” or, together with Seller, the “parties”) certain information concerning itself and its business, financial condition, operations, assets and liabilities. As a condition to such information being furnished to you, the stockholders of your ultimate parent, and your direct and indirect affiliates, directors, officers, employees, agents, advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors), BDT Capital Partners LLC and any other specific financing source that the Seller approves to be included as a Representative, such approval of the Seller not to be unreasonably withheld, conditioned or delayed (collectively, “Representatives”), you agree to treat any information concerning the Seller (whether prepared by the Seller,
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • January 14th, 2013 • Jab Beech Inc. • Retail-eating & drinking places
This Memorandum of Understanding (“MOU”) is entered into as of January , 2013, by and among Defendants Caribou Coffee Company, Inc. (“Caribou” or the “Company”); JAB Beech Inc. and Pine Merger Sub Inc. (together, “JAB”); the Company’s Board of Directors who are Michael J. Tattersfield, Gary A. Graves, Kip R. Caffey, Sarah Palisi Chapin, Philip H. Sanford, Charles H. Ogburn, Wallace B. Doolin (collectively, the “Board”) (Caribou or the Company, JAB and the Board are collectively referred to as the “Defendants”); and Plaintiffs Greentech Research LLC, James Randolph Richeson, Suketu Shah, Jay Schufman, Mary Arciero, Thomas McCormack, Delmar Bishop, and Ryan David Harrigill, (“Plaintiffs”) on behalf of themselves and as putative representatives of the absent members of the alleged class that the Plaintiffs purport to represent:
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • October 6th, 2014 • Jab Beech Inc. • Retail-eating places • Delaware
SUPPORT AGREEMENTSupport Agreement • October 6th, 2014 • Jab Beech Inc. • Retail-eating places • Delaware
SUPPORT AGREEMENT (this “Agreement”), dated as of September 29, 2014, is by and among JAB Beech Inc., a Delaware corporation (“Parent”), Spruce Merger Sub Inc., a Delaware corporation and an indirect, wholly-owned Subsidiary of Parent (“Purchaser”), Greenlight Capital, LP, a Delaware limited partnership (“GCLP”), of which Greenlight Capital, LLC , a Delaware limited liability company (“GCLLC”), is the general partner, and Greenlight Capital, Inc., a Delaware corporation (“GCI”), is the investment manager, Greenlight Capital Qualified, LP , a Delaware limited partnership (“GCQP”), of which GCLLC is the general partner , and GCI is the investment manager, Greenlight Capital (Gold), LP, a Delaware limited partnership (“GGLP”), of which DME Management GP, LLC, a Delaware limited liability company (“DMEGPLLC”), is the general partner, and DME Capital Management, LP, a Delaware limited partnership (“DMECM”), is the investment manager, Greenlight Capital Offshore Partners, a British Virgin Is
