REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 17th, 2021 • Dutch Bros Inc. • Retail-eating & drinking places • New York
This Registration Rights Agreement (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), is entered into as of September 17, 2021, by and among Dutch Bros Inc., a Delaware corporation (the “Company”); and each Person executing this Agreement and listed as an “Investor” on Exhibit A hereto (collectively, together with their Permitted Transferees (as defined below) that become party hereto, the “Investors”).
TAX RECEIVABLE AGREEMENT (Exchanges) between DUTCH BROS INC. and THE PERSONS NAMED HEREIN Dated as of September 14, 2021 TAX RECEIVABLE AGREEMENTTax Receivable Agreement • September 17th, 2021 • Dutch Bros Inc. • Retail-eating & drinking places • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of September 14, 2021, and is between Dutch Bros Inc., a Delaware corporation, each of the undersigned parties who directly or indirectly hold Class A Common Units (the “Units”) in Dutch Mafia, LLC, a Delaware limited liability company (“OpCo”) as set forth in Exhibit A, and each of the other persons from time to time that becomes a party hereto (each, excluding the Corporate Taxpayer and OpCo, a “TRA Party” and together the “TRA Parties”).
DUTCH MAFIA, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of September 14, 2021Limited Liability Company Agreement • September 17th, 2021 • Dutch Bros Inc. • Retail-eating & drinking places • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of September 14, 2021 (the “Agreement”), is entered into by and among Dutch Mafia LLC, a Delaware limited liability company (the “Company”), and the Members (including, after the Pre-IPO Exchanges, Dutch Bros Inc., a Delaware corporation (“PubCo”)). Capitalized terms used herein without definition shall have the meanings assigned to such terms in Article I.
STOCKHOLDERS AGREEMENT OF DUTCH BROS INC.Stockholders Agreement • September 17th, 2021 • Dutch Bros Inc. • Retail-eating & drinking places • Delaware
This Stockholders Agreement (as it may be amended and/or restated from time to time in accordance with the terms hereof, this “Agreement”) is entered as of September 17, 2021, by and between Dutch Bros Inc., a Delaware corporation (the “Company”) and Dutch Holdings, LLC, TSG7 A AIV VI, L.P., TSG7 A AIV VI Holdings-A, L.P., and DG Coinvestor Blocker Aggregator, L.P., and its respective Affiliates (together with their respective Permitted Transferees (as defined below), the “TSG Investors”).
