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DocuSign Envelope 10: 22007430-3754A97F,,8E33A449BB90t3381
<br />PEPSI BEVERAGES COMPANY
<br />coF 38S5190, 3855941, 3955164
<br />Beverage Agreement D
<br />This sets forth the agreement ('Agreement') between Bottling G,ocp. LLC, arm bailiff of true and its affiliates and;or Irani respectiva subsidiaries roilect"'My comprising Pepsi Reveroges Company t'PBC'f and the Cuslcmer
<br />fdunUffad en the trontpagc of this Agreement (iha "Cuatnmar`t, coir respect to the purchase of Produce.
<br />1. Der(kiliff"s. As used in this Agreement. the following capitalized farms stall have the respacivs meanings assigned manno h low.
<br />a. •'Agreement Year' shall mean each realve-month period beginning with the Agreement Start Date.
<br />b. "Bpvarages" means ail carbonated and non-cadronated, mar-airarotio drinks, however dispersed, within the following categories: {i) Coles and other flavored cantimated dunks; (h) fruit juice, fruit )Lice comainfng and fork
<br />lervored drinks; (tit) chslad coffee drinks; (iv) chilled fee products; (v) hypertonic, isotonic and input ic drinks (sports drink's and fluid repiaxemantst; (vii energy drinks, (viq boiled or canned costar wbeth. carbcntata ur gfill (sp, coq
<br />minterai of pulled), first) liquid concentrate teas ('TCT'). Six) frozen non carbonated beverages f Ella'), and (til any future catago,es of nonalcoholic beverage products that may be distributed by PBC.
<br />c- "Card s" shall mean the number of cases of battle & can Products purchased by the Customer hon PBC tons dal— ed in files, gaanbnas and types of containers as dalermined by PBC from time to lime.
<br />d. "Equipment" shall mean all confers. fountain and other beverage disponeutg equ,pmaat loaned ar ranted to the Customer by PBC during the Term.
<br />o. "Gallons" shall mean the goi)ots of Postmtx, LCT and FB Products purchased by iho Custnmar from PRG.
<br />I, "Outlet" shah mean the Customer's outlet located at the address indicated antler Ura Customer information section, and any expansions thereof, including any restaurant, o llel or other facility ,n the Customers system fruit may
<br />be opened or acquired by the Customer Within pBC's bottling territory during the Term (+he "0.1ims)- to the event that new outlets are added during the Term of this Agreement, the parties Shall create and affect An updated
<br />schedule of (.Outlets, COFs and addresses, to be automatically included as part of the Agreement.
<br />g. "Praducts" shall mean Beverages manufactured, sold or distributed by PSG which ma y bo Amended by PBC frmn lane to hme.
<br />h. 'Toni- The term of this Agreement shah be for the period commencing on the Agreement Start Data and expiring on the Agreement End Data as indicated on the front page s ndior "Volume Basad Term' faction of th i%
<br />Agreemtant, unless sooner lenninated or extended as provided herein. After the expirafion of ate initial term, for agioementa that have a bore based daratiun, this Agraomant shall automatically remaw for suciessivo one (1) year
<br />patients unless contrary wriden notice is provided by one party to the other not less tied 40 days poor to the end of fru initial maim or any rrarowal poriod. Any mnowa`s shall ba utsttJet the stone teens and conditions, except that
<br />Customershall net be anfi4ad to moolve any consideration xdentiTlod as -on"And ` or upfront lot any follower podods.
<br />2. Considerable , In consideration of the rights granted in this Atpeament, and provided the Coatrmee is not is breach or this. Agreement, PBC shag provide tine Custumor file fallowing – it appllaable as Indicalal nn iha first two
<br />"egos of this Agreement:
<br />a Eaffinmani. PBC of one of its affiliates shall retain Ali right title aril Interest in no 1A.,pment. Subject to compliance with installation requirements, PRC shalt deliver and install the Equipment at the approved dasignated
<br />Customer location. provided that Customer shall make available necessary electrical and plumbing facilities as required by city, state and Federal regulations. At All times duhng the Tamm. Cusum er shall comply with PUG', Product
<br />merchandising standards. and policies and procedures regarding the operation and use of PRC's Equipment, as such standards and policies may be updated or owdlfted by PBC born time to time, fn connoction with the
<br />foregoing, Customer acknowledges and agrees that Equipment shall only be used to hour idispense PBC Products and may not be &ata or suitable for storage at non 8ewrege Items. Cusloner agrees not to
<br />remove or cause to be removed or dlherwise encumber tine Equipment from the location above designated without the written consent of PBC. Customer agrees to promptly foody PRG it the Equipment heads to be raptured or
<br />serviced, Customer further agrees to fully cooperate with PBG in effecting any necessary rapafrs or siinf a_ Provider! the Custom., is in compliance with all forms and conditions of this Agreement. PBC ar;wus tc pmvkda free
<br />service and repair of the Eµetipmem (except whore prohibited by law;, Customer shall keep the Equipment free from any )ions or encumbmnras except those caused by PBC. Custornef shall be liable to PBG for careful use and
<br />return of the Egtdpnwnt in good condition. and any Equipment or parts foil or damaged by fire, draft, accident, or for any other reason, shall he paid for, at the time of loss, by Customer, All reasonable expenses mounted by PBG %n
<br />securing return of the Equipment, including but not iimiled to hourly charges for PBC's furplayees, shall be Customer's responsibility- PBC shall have the right, during Customer's usual business hours, la of., the premises where
<br />the, Equipnont is located and shalt have free access thereto for purposes of inspecting or removing the Equipment.
<br />b. Funding, As set forth in this Agreement, Funding, as applicable, may consist of, (1) an Upfront Development f-und payment in the amount indicated in this Agreement, payable as specified hereto and eamed
<br />over the duration of the Temp as stated below; (2) Rebates payable for applicable Cases cr Gulkdns or Products purchased by Customer from PRC during the applicable funding pence; and (3) a one-time only
<br />Signing Bonus in that amount indicand fit this Agreement, payable within ninety J90) days of the later of installation of Equipment or signing of this Agreement by both Pants% and earned over the eurahrm of the
<br />Term as stated below. For funding consle frog of here (t) or (3) above, the funding will be aimed by Customer on an equal monthly basis ever fire initial Tenn if the Agreement has rimy A aims -basad' duration.
<br />and will be earned on ad equal per GallontCase basis if the Aoteamant has a later of time or GailonsiCases pur<rvased' duration; and
<br />c. Such affair consid... fcer as indicatedco the tract page of this Agreement, including that based on oxclualve;non-exclusive status of the Cttstnmsr.
<br />d_ The Customer atknmvrkdges and agrees that all consideration set forth herein is to be earned by the Custnmar based on its full conplfanue wish the terms, and requirements of this Agreement and PBC shall provide gulf)
<br />consideration provided file Custnmar (1) has paid in full, without affects, auto or other ded1,01mils, iii hivaita9 for Prodacts doirverad to the Custamer, and (2) is not in braach of its cblkardans under this Agreement.
<br />3. Product Piles. Prxa, for Products (including far Ancillary Products, if applicable) shall be at the discretion of PRC and subject to change from tin. fa time.
<br />C _Crggygf Tamar
<br />a. Breach and Termination, In the avant either party bearings a provision of his Aomoment the non-broadaing party shaft give rite other party written elite ut sash broach, Upon receipt of sYrrh v dlten nogca, the breaching party
<br />shall have thirty (30) days to cure such breach. it such breach is not cured within ee specified (line period, t'ne non -breathing party may terminate this Agreement ,Pon the expiration of Each tura period upon written rmtoe to tine
<br />breaching party,
<br />b. Remedies. If PRC termimates fills Agreement due to Siteaort 4(a) above or Cusdnmar terminates bile agreement for any reason other than default by PBC, then an addition to any off., mmWios to which PBC may be snelitho by
<br />reason of any breach, Customer shall immediately reimburse PRC for the following: (tl ao amount representing reimbursement for fhc cost of installation and removal of the Equipment provided to Customer by PBC pursuant to this
<br />Agreement: and (i) Customer shall
<br />reimburse PBG for a proratad partial of any funding or upffont payment Advanced by PRG arta not earned by Customer as of the line of termiaalion- with such prorated amount based upon the number of
<br />remaining months in the Temp as of the date of terrnioadon A Me Agreamem has a Umss-basad duration, or based upon he number of outstanding Gaflons)Casas rembirmg to be purchased as of file data of
<br />rearmatfnn, as applicable it the Agreement has a later of time or GagonsiCasos duration; and (iii) an amount as liquidated damages, for lost sales suffered q PBC as a retch[ of such termination, equal to ti,e Sum at. (1) Ino produrd
<br />of $5 mrdbill ed by the projected number of Gallons of Posimix: LCT and FB Products that Customer would have been expected to purchase during the remainder of the Tocol based on the Customers average annualized purchase
<br />rate, and (2) the product of $10 dreffpged by the projected number M 24-pk case equrvalonts of Packaged Products that Customer —.!it have been expected to ptuchaa. during the remainder of the Term based on Customers
<br />feneage an lualuad purchase rate. In addition to the foregoing, Cuskimar shall not reoaive any eonsideralion pursuant to this Agreement which has not head fully earned or redeemed by Customer as of the date of Sochi breach.
<br />c. Faffure to most Minimum Thruput Requirement. Throughout the Torah, if CustArhar purchase trends reasonably indicate that Customer cannot Achieve the average CausiGalkats as indicated on the front page of this
<br />Agreement, men PBC shall have the fight to retrove Equipment complately and tarmin,rte this Agreement pursuant to Section 4(a), or subsetutatadjust Equiprrant ptacemom(s) as deemed reasonably necessary by PBC The
<br />Customer shall return the Equipment wipnin 20 days atter whiten no6ra from PRC. At the and d. the iefai Term, or any renewal pe -d thaamnller, if Cusions r Inas Tailed to purchase, this aggregate la.g, for 2 -year term, low Ga!k7ns
<br />per fountain dispensing halt) volume threshold requirements stated retain, pac shelf hal the option, in het, of termination. to extend the Term of the Agreement unlit such time as the Ceidomers purchases reach the applicable
<br />aggregate volume threshoMs, such extension to be treated tmdar Sato 1(g). above ("Automatic Exterwren")-
<br />d. Equipment upon Expiration or Termination of this Agreement, 11 ruts Agreement is terminated or expires and tic parties do not enter into a subsequent agfe msent, then the Customer shat I fully cooperate with PBC to Anson,
<br />that PBC >s able to trick up As Equipment. Within 16 daysafter the expiration or termhlaiwn the Customer shall ctionfnata with PBI". so that PBC may pick up as Equipment at the Customor s locations_ once PBC has picked up
<br />and inspected the Equipment, PRC shall noa'fy the Customer of any damage to ar missing Equipment -parts (excluding reasonable weer And hear). Customer shall immediately pay to PRC all applicable costs, expen.uS, and fees
<br />associated with the repaiNreplacement of the Equipment or associated parts. Failure rnako sodh payment shall be deemed a material breach of Ihis Agreement.
<br />a. Right of Offset. PBC reserves the right to withhold payments due hereunder as an additional remedy for breach. or as an offset (partial or whole) against any amounts not paid by Customer to PBC pursuant to this Agreement,
<br />including the payments set birth in Sections 4(b) and 4(d), above,
<br />f. Customer Representation. Customer represents and warrants to PBC that exeeutsin, delivery and performance of this Agreement by Customer will felt violate any agreements with, or lights of, mile parties.
<br />g. Non•Otschutem. Except as may otherwise be required by law or legal process, Cust4nmr shall not disclose to unrelated Third parties the forms and cridifions of this Agreement without written consent of PBC.
<br />h. AssignmenUAcgWatffon. The Customer shag of sell, assign, transfer of otherwise r,maoumtrer any interest in the Agreement without prior within consanl of PBC_ In the avoid that the Custornar sil ass gas or lansfers los
<br />assets to a third party or there is a change In control of the Customer, the Customer shell cause the transferee to amomo all of the Cuslomor's obligations under this Agreement plot to such safe, assignme.ni or transfer, to the
<br />event the transferee has an existing local agreement with PBC or national agmement with PepsiCo (which agreement covers the purchase of Pnaduets), the agmement elm the transferee shall continue antl PEG's obtrgatsels under
<br />this agreement shall tefminate. PBC may assign the Agreement at anytime to an aftgfate .Ythout any prior consent.
<br />I, Unauthodzad Retailing and/or Transshipment. PRC reserves the fight to linnet nuentitles, deductiwithhokt funding, charge hansshipmenf fines, or tennaata this Agmeamam immediately 0,e„ Othmil rlmicercure pahoa) R the
<br />Customer mulls Products in a manner not authom ed by this Agreement, including to other resegerstdfstrinulom or for d,rect'AxI ed ..It, o itsid. of the PBC Lntatkhn's excl-coo horning tfin'ih?'y PRC will hive file right to r sped&
<br />Customer's warehouse for vas purpose of verifying product production codes
<br />j, Right of Pest Refusal. Upon expiration mtermination of this Agreement, g the patios have not entered into a new agreement, the Costumer shall be free to anter tract discessionsA+egotiahane with lhrtd parties except trial
<br />Customer shall grant Pepsi the absolute fight of first refusal to match any bona fide ofil made by a third party with ;aspect to Beverogo salts Al the outlets. The Cristo'—, shelf provide Paps, with details of any such bona (toe
<br />offers, and Papsi shall have a thirty (30) day window to deride whether ft will match such offer and exercise its right of first refusal. Th. parties agree that beverage typeycalegoryand ,.at brand names shall be umsidenid for it.
<br />purposes of dationeri q a match,
<br />k. Trademarks, PBC shall have final authority to ravktw aid approve, er its sols dsnmddn, all aspects of any advertising or pmmntian provided for undo, ruts AgmeevAn including of any And all promotional of other materiel'
<br />utifixing PepsiCo trademarks, and no documents, point at saki, coupons, sail sheets, tic, shall be released without PBC'A prior written approval. Any end all nsdenarked, copyrighted or ril material 1. which crew, party dams or
<br />has property rights shag remain the safe and exdreava property of met party and shall La used by he other solely for the purposes tismul antl to the extent allowed by this Agreement.
<br />1. Indemnification. Customer shall defend and inderreuly PBC against all costs. expenses, claims ar losses incurred enough dawn. of third parties resulting from Customers breach of the terms and conditions of this agreement as
<br />well rs any clef fur damages based on pumoral injury, death or property damage rile to Customers actions anaior omissions, including but not limited to any claims related to Customer's m .thio of Timm, failure to adher. to
<br />PSCk quality and handling requirements related Th) PBC`s Equipment, Products or IPRrAimmarks_
<br />f. Entire Agreement, This Agreement cortins the entire agreemem between the parties hereto regarding the subject roarer hereof and supersedes all other agreements bohvaon the parties, ulducimp prior funding cemrnilme ils
<br />reining to fila purohaso o[ the Products by Custemac Tms Agreorrent may ba am,nd.d nr modifred only by a writing s=gned my each of iha parties.
<br />Version 75.3 d Page 3 of 3
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