Zoe’s Kitchen, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • New York
Introductory. Zoe’s Kitchen, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [·] shares of its common stock, par value $0.01 per share (the “Shares”). The [·] Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [·] Shares, as provided in Section 2. The additional [·] Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”) and Piper Jaffray & Co. (“Piper Jaffray”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no addit
Credit Agreement (Zoe's Kitchen) 201709 4818-7528-3280 v.20Credit Agreement • November 9th, 2017 • Zoe's Kitchen, Inc. • Retail-eating places • New York
CREDIT AGREEMENT dated as of November 7, 2017 (as it may be amended or modified from time to time, this "Agreement"), among ZOE'S KITCHEN, INC., a Delaware corporation, as Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
ZOE’S KITCHEN, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 24th, 2018 • Zoe's Kitchen, Inc. • Retail-eating places • Texas
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of May 24, 2018 (the “Effective Date”), between Zoe’s Kitchen, Inc., a Delaware corporation (the “Company”), and Kevin Miles (the “Employee”).
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE ZOE’S KITCHEN, INC. 2014 OMNIBUS INCENTIVE PLANRestricted Stock Unit Agreement • March 31st, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Zoe’s Kitchen, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Zoe’s Kitchen, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
RESTRICTED STOCK AGREEMENT PURSUANT TO THE ZOE’S KITCHEN, INC. 2014 OMNIBUS INCENTIVE PLANRestricted Stock Agreement • March 31st, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Zoe’s Kitchen, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Zoe’s Kitchen, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE ZOE’S KITCHEN, INC. 2014 OMNIBUS INCENTIVE PLANNonqualified Stock Option Agreement • March 31st, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Zoe’s Kitchen, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Zoe’s Kitchen, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE ZOE’S KITCHEN, INC. 2014 OMNIBUS INCENTIVE PLANStock Appreciation Rights Agreement • March 31st, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • Delaware
THIS STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Zoe’s Kitchen, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Zoe’s Kitchen, Inc. 2014 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
CREDIT AGREEMENT dated as of February 6, 2015Credit Agreement • February 10th, 2015 • Zoe's Kitchen, Inc. • Retail-eating places • New York
CREDIT AGREEMENT, dated as of February 6, 2015, by and among ZOE’S KITCHEN, INC., a Delaware corporation, as Borrower, the Guarantors (as defined herein), the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • New York
AGREEMENT AND PLAN OF MERGER by and among Zoe’s Kitchen, Inc. Cava Group, Inc., and Pita Merger Sub, Inc. Dated as of August 16, 2018Merger Agreement • August 20th, 2018 • Zoe's Kitchen, Inc. • Retail-eating places • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 16, 2018, is by and among Zoe’s Kitchen, Inc., a Delaware corporation (the “Company”), Cava Group, Inc., a Delaware corporation (“Parent”), and Pita Merger Sub, Inc., a Delaware corporation and a Wholly Owned Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties,” and each, a “Party”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [ ], 2014, by and between Zoe’s Kitchen, Inc., a Delaware corporation (the “Corporation”), in its own name and on behalf of its direct and indirect subsidiaries, and [ ], an individual (“Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 9th, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated April 9, 2014 (this “Agreement”), by and among Zoe’s Investors, LLC, a Delaware limited liability company (“Holdings”), Zoe’s Kitchen, Inc., a Delaware corporation and wholly owned subsidiary of Holdings (“Parent”), Zoe’s Kitchen USA, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (the “Company”), Brentwood Associates Private Equity IV, L.P. (“Brentwood”), a Delaware limited partnership and a holder of Units of Holdings (“Holdings Units”), and the other holders of Holdings Units from time to time signatories to this Agreement (together with Brentwood, the “Unitholders”).
20,000,000 CREDIT FACILITY AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 23, 2011 by and among ZOE’S KITCHEN USA, LLC, as the Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, GENERAL ELECTRIC CAPITAL...Credit Agreement • April 8th, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of September 23, 2011, by and among ZOE’S KITCHEN USA, LLC, a Delaware limited liability company (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party,” General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender and such Lenders.
FOURTH AMENDMENT TO CREDIT AGREEMENT AND REAFFIRMATION OF LOAN DOCUMENTSCredit Agreement • March 31st, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • New York
This FOURTH AMENDMENT TO CREDIT AGREEMENT AND REAFFIRMATION OF LOAN DOCUMENTS, dated as of November 26, 2013 (this “Amendment”) is by and among Zoe’s Kitchen USA, LLC, a Delaware limited liability company (the “Borrower”), the other Persons party to the Credit Agreement described below as Credit Parties which are also party hereto, the various institutions party hereto as Lenders and General Electric Capital Corporation, a Delaware corporation, as Agent.
ZOE'S KITCHEN, INC. AMENDED AND RESTATED SEVERANCE AGREEMENTSeverance Agreement • May 24th, 2018 • Zoe's Kitchen, Inc. • Retail-eating places • Texas
This Amended and Restated Severance Agreement (this "Agreement") dated as of May 24, 2018 (the "Effective Date"), between Zoe's Kitchen, Inc., a Delaware corporation (the "Company"), and Sunil Doshi (the "Employee").
ZOËS KITCHEN FRANCHISE AGREEMENT By and Between SOHO FRANCHISING, LLC AndFranchise Agreement • March 10th, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • Texas
THIS FRANCHISE AGREEMENT (“Agreement”) is made this day of , 20 (the “Effective Date”) by and between Soho Franchising, LLC, a Delaware limited liability company (“Franchisor”), and , a (“Franchisee”), with reference to the following facts:
TRANSITION AGREEMENTTransition Agreement • August 27th, 2015 • Zoe's Kitchen, Inc. • Retail-eating places
This Transition Agreement ("Agreement") is entered into by and between Jason Morgan ("Mr. Morgan") and Zoës Kitchen, Inc. ("Company"), and is to witness the following:
SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENTCredit Agreement • March 24th, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • New York
This SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT, dated as of June 20, 2012, (this “Amendment”) is by and among Zoe’s Kitchen USA, LLC, a Delaware limited liability company (the “Borrower”), the other Persons party to the Credit Agreement described below as Credit Parties which are also party hereto, the various institutions from time to time party to the Credit Agreement as Lenders which are also party hereto, and General Electric Capital Corporation, a Delaware corporation, as Agent.
ZOËS KITCHEN AREA DEVELOPMENT AGREEMENT BY AND BETWEEN SOHO FRANCHISING, LLC ANDArea Development Agreement • March 10th, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • Texas
THIS ZOËS KITCHEN AREA DEVELOPMENT AGREEMENT (the “Agreement”) is made and entered into this day of , 20 , (the “Effective Date”) by and between SOHO FRANCHISING, LLC, a Delaware limited liability company (the “Company”) and , a(n) (“Franchisee”) with reference to the following facts:
ZOE’S KITCHEN, INC. STOCKHOLDERS AGREEMENTStockholders Agreement • March 31st, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of [ ], 2014, is made by and among Zoe’s Kitchen, Inc., a Delaware corporation (the “Company”), Brentwood Associates Private Equity IV, L.P., a Delaware limited partnership (“Brentwood”), Jem-ZK, LLC (“Jem-ZK”), Tyre Stuckey (“Stuckey”), John S. Fischer as trustee of the Cassimus Family Trust (“Cassimus Trust”), John M. Cassimus (“Cassimus”), Greg Dollarhyde (“Dollarhyde”), Dollarhyde Investment Group I, LLC (“DIG”), GE Capital Franchise Finance Corporation (“GE”), Jason Morgan (“Morgan”) and Kevin Miles (“Miles” and, collectively with Jem-ZK, Stuckey, Cassimus Trust, Cassimus, Dollarhyde, DIG, GE and Morgan, the “Restricted Stockholders”). Brentwood and the Restricted Stockholders are collectively referred to herein as the “Stockholders” and individually as a “Stockholder.” Except as otherwise provided herein, capitalized terms used herein are defined in Section 4(a) hereof.
MASTER REAFFIRMATION AGREEMENTMaster Reaffirmation Agreement • March 24th, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • New York
This MASTER REAFFIRMATION AGREEMENT (this “Agreement”) is made as of this 23rd day of September, 2011, by and among ZOE’S KITCHEN USA, LLC, a Delaware limited liability company (“Borrower”), each of the other Credit Parties signatory hereto (together with Borrower, each an “Obligor” and collectively the “Obligors”) and GENERAL ELECTRIC CAPITAL CORPORATION, as agent (“Agent”) for the Lenders party to the Amended and Restated Credit Agreement described below and all other Secured Parties. All capitalized terms used but not elsewhere defined herein shall have the respective meanings ascribed to such terms in the Amended and Restated Credit Agreement.
Re: Change in Control and Severance AgreementChange in Control and Severance Agreement • February 25th, 2016 • Zoe's Kitchen, Inc. • Retail-eating places • Delaware
Zoe’s Kitchen, Inc., a Delaware corporation (the “Company”), considers it in the best interest of its stockholders to foster the continuous employment of the Company’s key management personnel. In this regard, the Compensation Committee of the Company’s Board of Directors recognizes that the possibility of an involuntary termination of employment upon a change in control of the Company may exist and the uncertainty and questions that such concerns may raise among management could result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. In order to induce you to remain in its employ, the Company hereby agrees that after this letter agreement (this “Agreement”) has been fully executed, you shall be entitled to receive the benefits set forth in this Agreement in the event of a change in control of the Company or a termination of your employment with the Company under the circumstances described below.
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 10th, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • New York
This FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of January 31, 2014 (this “Amendment”) is by and among Zoe’s Kitchen USA, LLC, a Delaware limited liability company (the “Borrower”), the other Persons party to the Credit Agreement described below as Credit Parties which are also party hereto, the various institutions party hereto as Lenders and General Electric Capital Corporation, a Delaware corporation, as Agent.
FOURTH AMENDMENT TO CREDIT AGREEMENT AND REAFFIRMATION OF LOAN DOCUMENTSCredit Agreement • March 10th, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • New York
This FOURTH AMENDMENT TO CREDIT AGREEMENT AND REAFFIRMATION OF LOAN DOCUMENTS, dated as of November 26, 2013 (this “Amendment”) is by and among Zoe’s Kitchen USA, LLC, a Delaware limited liability company (the “Borrower”), the other Persons party to the Credit Agreement described below as Credit Parties which are also party hereto, the various institutions party hereto as Lenders and General Electric Capital Corporation, a Delaware corporation, as Agent.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 10th, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of February 22, 2012, (this “Amendment”) is by and among Zoe’s Kitchen USA, LLC, a Delaware limited liability company (the “Borrower”), the other Persons party to the Credit Agreement described below as Credit Parties which are also party hereto, the various institutions from time to time party to the Credit Agreement as Lenders which are also party hereto, and General Electric Capital Corporation, a Delaware corporation, as Agent.
ZOE'S KITCHEN, INC. SEVERANCE AGREEMENTSeverance Agreement • September 28th, 2015 • Zoe's Kitchen, Inc. • Retail-eating places • Texas
This Severance Agreement (this "Agreement") dated as of September 25, 2015 (the "Effective Date"), between Zoe's Kitchen, Inc., a Delaware corporation (the "Company"), and Sunil Doshi (the "Employee").
THIRD AMENDMENT TO CREDIT AGREEMENT AND REAFFIRMATION OF LOAN DOCUMENTSCredit Agreement • March 10th, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT AND REAFFIRMATION OF LOAN DOCUMENTS, dated as of November 30, 2012, (this “Amendment”) is by and among Zoe’s Kitchen USA, LLC, a Delaware limited liability company (the “Borrower”), the other Persons party to the Credit Agreement described below as Credit Parties which are also party hereto, the various institutions party hereto as new Lenders under the Credit Agreement (in such capacity, each a “New Lender” and collectively the “New Lenders”), the various institutions party to the Credit Agreement as Lenders, and General Electric Capital Corporation, a Delaware corporation, as Agent.
MASTER REAFFIRMATION AGREEMENTMaster Reaffirmation Agreement • March 31st, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • New York
This MASTER REAFFIRMATION AGREEMENT (this “Agreement”) is made as of this 23rd day of September, 2011, by and among ZOE’S KITCHEN USA, LLC, a Delaware limited liability company (“Borrower”), each of the other Credit Parties signatory hereto (together with Borrower, each an “Obligor” and collectively the “Obligors”) and GENERAL ELECTRIC CAPITAL CORPORATION, as agent (“Agent”) for the Lenders party to the Amended and Restated Credit Agreement described below and all other Secured Parties. All capitalized terms used but not elsewhere defined herein shall have the respective meanings ascribed to such terms in the Amended and Restated Credit Agreement.
20,000,000 CREDIT FACILITY AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 23, 2011 by and among ZOE’S KITCHEN USA, LLC, as the Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, GENERAL ELECTRIC CAPITAL...Credit Agreement • March 10th, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of September 23, 2011, by and among ZOE’S KITCHEN USA, LLC, a Delaware limited liability company (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party,” General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender and such Lenders.
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 24th, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • New York
This FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of January 31, 2014 (this “Amendment”) is by and among Zoe’s Kitchen USA, LLC, a Delaware limited liability company (the “Borrower”), the other Persons party to the Credit Agreement described below as Credit Parties which are also party hereto, the various institutions party hereto as Lenders and General Electric Capital Corporation, a Delaware corporation, as Agent.
THIRD AMENDMENT TO CREDIT AGREEMENT AND REAFFIRMATION OF LOAN DOCUMENTSCredit Agreement • March 24th, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT AND REAFFIRMATION OF LOAN DOCUMENTS, dated as of November 30, 2012, (this “Amendment”) is by and among Zoe’s Kitchen USA, LLC, a Delaware limited liability company (the “Borrower”), the other Persons party to the Credit Agreement described below as Credit Parties which are also party hereto, the various institutions party hereto as new Lenders under the Credit Agreement (in such capacity, each a “New Lender” and collectively the “New Lenders”), the various institutions party to the Credit Agreement as Lenders, and General Electric Capital Corporation, a Delaware corporation, as Agent.
MASTER REAFFIRMATION AGREEMENTMaster Reaffirmation Agreement • March 10th, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • New York
This MASTER REAFFIRMATION AGREEMENT (this “Agreement”) is made as of this 23rd day of September, 2011, by and among ZOE’S KITCHEN USA, LLC, a Delaware limited liability company (“Borrower”), each of the other Credit Parties signatory hereto (together with Borrower, each an “Obligor” and collectively the “Obligors”) and GENERAL ELECTRIC CAPITAL CORPORATION, as agent (“Agent”) for the Lenders party to the Amended and Restated Credit Agreement described below and all other Secured Parties. All capitalized terms used but not elsewhere defined herein shall have the respective meanings ascribed to such terms in the Amended and Restated Credit Agreement.
SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENTCredit Agreement • March 10th, 2014 • Zoe's Kitchen, Inc. • Retail-eating places • New York
This SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT, dated as of June 20, 2012, (this “Amendment”) is by and among Zoe’s Kitchen USA, LLC, a Delaware limited liability company (the “Borrower”), the other Persons party to the Credit Agreement described below as Credit Parties which are also party hereto, the various institutions from time to time party to the Credit Agreement as Lenders which are also party hereto, and General Electric Capital Corporation, a Delaware corporation, as Agent.
