THE BOSTON BEER COMPANY, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2019 • Boston Beer Co Inc • Malt beverages • Massachusetts
THIS AGREEMENT is entered into by and between THE BOSTON BEER COMPANY, INC., a Massachusetts corporation with its principal place of business at One Design Center Place, Suite 850, Boston, Massachusetts 02210 (“Parent”), for itself and on behalf of all of its subsidiaries and affiliates, including but not limited to Boston Beer Corporation, Off Centered Way, LLC, American Craft Brewery LLC, Angry Orchard Cider Company LLC, and A&S Brewing Collaborative LLC (collectively, the “Company”), on the one hand, and Samuel A. Calagione III, an executive employee of the Company (“Mr. Calagione” or “you”), on the other, effective as of [ ], 2019 (the “Effective Date”).
Indemnification AgreementIndemnification Agreement • May 9th, 2019 • Boston Beer Co Inc • Malt beverages • Delaware
This Indemnification Agreement (this “Agreement”) is being entered into effective as of _________________, 2019 (the “Effective Date”), by and among Samuel A. Calagione III and Mariah D. Calagione, individuals who are residents of the State of Delaware and who are referred to herein as the “Founders” on the one hand, and The Boston Beer Company, Inc., a Massachusetts corporation (“Boston Beer”), on the other. The Founders and Boston Beer are sometimes referred to herein collectively as the “Parties.”
UNIT PURCHASE AGREEMENT BY AND AMONG THE BOSTON BEER COMPANY, INC. AND DFH INVESTORS LLC DATED May 8, 2019Unit Purchase Agreement • May 9th, 2019 • Boston Beer Co Inc • Malt beverages • Delaware
This UNIT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 8, 2019 (the “Effective Date”) by and among The Boston Beer Company, Inc., a Massachusetts corporation (“Purchaser”) and DFH Investors LLC, a Delaware limited liability company (“Seller”). Purchaser and Seller are sometimes collectively referred to herein as the “Parties” and individually referred to herein as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article VII below.
THE BOSTON BEER COMPANY, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2019 • Boston Beer Co Inc • Malt beverages • Massachusetts
THIS AGREEMENT is entered into by and between THE BOSTON BEER COMPANY, INC., a Massachusetts corporation with its principal place of business at One Design Center Place, Suite 850, Boston, Massachusetts 02210 (“Parent”), for itself and on behalf of all of its subsidiaries and affiliates, including but not limited to Boston Beer Corporation, Off Centered Way, LLC, American Craft Brewery LLC, Angry Orchard Cider Company LLC, and A&S Brewing Collaborative LLC (collectively, the “Company”), on the one hand, and Mariah D. Calagione, an employee of the Company (“Ms. Calagione” or “you”), on the other, effective as of [__________], 2019 (the “Effective Date”).
MEMBERSHIP UNIT PURCHASE AGREEMENT BY AND AMONG THE BOSTON BEER COMPANY, INC., DOGFISH EAST OF THE MISSISSIPPI LP AND, SOLELY WITH RESPECT TO SECTION 6.01, SAMUEL A. CALAGIONE III AND MARIAH D. CALAGIONE DATED MAY 8, 2019Membership Unit Purchase Agreement • May 9th, 2019 • Boston Beer Co Inc • Malt beverages • Delaware
This MEMBERSHIP UNIT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 8, 2019 (the “Effective Date”) by and among The Boston Beer Company, Inc., a Massachusetts corporation (the “Purchaser”), Dogfish East of the Mississippi LP, a Delaware limited partnership (the “Seller”), and, solely with respect to Section 6.01, Samuel A. Calagione III (“Mr. Calagione”) and Mariah D. Calagione (together with Mr. Calagione, the “Founders”). Purchaser and Seller and the Founders are sometimes collectively referred to herein as the “Parties” and individually referred to herein as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article VIII below.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG THE BOSTON BEER COMPANY, INC., SCIV IRREVOCABLE TRUST U/A/D 12/23/07 A/K/A SAMUEL A CALAGIONE III AND MARIAH CALAGIONE IRREVOCABLE TRUST F/B/O SAMUEL A CALAGIONE IV DATED DECEMBER 23, 2007, GCC IRREVOCABLE...Registration Rights Agreement • May 9th, 2019 • Boston Beer Co Inc • Malt beverages • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [•], 2019 (the “Effective Date”) by and among The Boston Beer Company, Inc., a Massachusetts corporation (the “Company”), and the individuals/entities identified on Exhibit A hereto (collectively, the “Holders” and, each individually, a “Holder”). The Company and the Holders are sometimes collectively referred to herein as the “Parties” and individually referred to herein as a “Party.”
AGREEMENT AND PLAN OF MERGER BY AND AMONG THE BOSTON BEER COMPANY, INC., CANOE ACQUISITION CORP., DOGFISH HEAD HOLDING COMPANY AND, TO THE EXTENT PROVIDED HEREIN, SAMUEL A. CALAGIONE III AND MARIAH D. CALAGIONE DATED MAY 8, 2019Merger Agreement • May 9th, 2019 • Boston Beer Co Inc • Malt beverages • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 8, 2019 (the “Effective Date”) by and among The Boston Beer Company, Inc., a Massachusetts corporation (the “Purchaser”), Canoe Acquisition Corp., a Delaware corporation (the “Merger Sub”), Dogfish Head Holding Company, a Delaware corporation (the “Company”), and, solely with respect to Section 8.01 and Article X, Samuel A. Calagione III (“Mr. Calagione”) and Mariah D. Calagione (“Ms. Calagione” and together with Mr. Calagione, the “Founders”). The Purchaser, Merger Sub, the Company and the Founders are sometimes collectively referred to herein as the “Parties” and individually referred to herein as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI below.
