0001628280-25-041431 Sample Contracts
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 2nd, 2025 • Black Rock Coffee Bar, Inc. • Retail-eating & drinking places • New York
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified, extended, refinanced and/or restated from time to time, this “Agreement”) is entered into as of April 29, 2022, by and among (a) BLACK ROCK COFFEE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), (b) BLACK ROCK COFFEE BAR, LLC, an Oregon limited liability company (“BRCB”), BLACK ROCK STORE OPERATIONS LLC, an Oregon limited liability company (“BRSO”); BLACK ROCK DEVELOPMENT, LLC, an Oregon limited liability company (“BRD”), BLACK ROCK ROASTING, LLC, an Oregon limited liability company (“BRR”), BRSO 67th, LLC, an Arizona limited liability company (“BRSO 67th”) and BR CASTLE ROCK LLC, a Colorado limited liability company (“BRCR”, and together with BRCB, BRSO, BRD, BRR and BRSO 67th, and each other Person which joins this Agreement as a Borrower by execution of a Joinder in form and substance reasonably acceptable to the Agent (as hereinafter defined), collectively and
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • September 2nd, 2025 • Black Rock Coffee Bar, Inc. • Retail-eating & drinking places • Texas
This Indemnification and Advancement Agreement (“Agreement”) is made as of September [ ], 2025 by and between Black Rock Coffee Bar, Inc., a Texas corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
Black Rock Coffee Bar, Inc. _____Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • September 2nd, 2025 • Black Rock Coffee Bar, Inc. • Retail-eating & drinking places • New York
Black Rock Coffee Bar, Inc., a Texas corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] shares of Class A common stock, par value $0.00001 per share (the “Class A Common Stock”), of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [●] shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
BLACK ROCK COFFEE HOLDINGS, LLC SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ l ], 2025Limited Liability Company Agreement • September 2nd, 2025 • Black Rock Coffee Bar, Inc. • Retail-eating & drinking places • Delaware
This SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) of Black Rock Coffee Holdings, LLC, a Delaware limited liability company (the “Company”), dated as of [ l ], 2025 (the “Effective Date”), is entered into by and among the Company, Black Rock Coffee Bar, Inc., a Texas corporation (the “Corporation”), as the sole Manager (as defined herein) of the Company, and each of the other Members (as defined herein).
VOTING AGREEMENTVoting Agreement • September 2nd, 2025 • Black Rock Coffee Bar, Inc. • Retail-eating & drinking places • Texas
This VOTING AGREEMENT (this “Agreement”), is made and entered into as of [ ò ], 2025, by and among Viking Cake BR, LLC, a Delaware limited liability company, and any of its subsidiaries or affiliated entities that hold Common Units (“Viking Cake”), Jeffrey R. Hernandez Revocable Trust, Jeffrey R. Hernandez 2021 Trust, Tiffany S. Hernandez 2021 Trust, Daniel and Tanya Brand Living Trust, Daniel J. Brand 2021 Trust, Tanya N. Brand 2021 Trust, Juliet A. Spellmeyer Revocable Trust, Jacob V. Spellmeyer 2021 Trust, Juliet A. Spellmeyer 2021 Trust, Nicole Pereboom, Bryan D. Pereboom 2021 Trust, and Nicole Pereboom 2021 Trust (together with their respective Permitted Transferees, the “Founder Investors”), and Black Rock Coffee Bar, Inc., a Texas corporation (the “Company”). Unless otherwise specified herein, all capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Company’s Amended and Restated Certificate of Format
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • September 2nd, 2025 • Black Rock Coffee Bar, Inc. • Retail-eating & drinking places
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], 2025, is hereby entered into by and among Black Rock Coffee Bar, Inc., a Texas corporation (the “Corporation”), Black Rock Coffee Holdings, LLC, a Delaware limited liability company (the “LLC”) and each of the TRA Parties.
100,000,000 SENIOR CREDIT FACILITY CREDIT AGREEMENT dated as of April 29, 2022 by and among BLACK ROCK COFFEE HOLDINGS, LLC, as Holdings and Borrower Representative, BLACK ROCK COFFEE BAR, LLC, BLACK ROCK STORE OPERATIONS LLC BLACK ROCK DEVELOPMENT,...Senior Credit Facility • September 2nd, 2025 • Black Rock Coffee Bar, Inc. • Retail-eating & drinking places • New York
This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified, extended, refinanced and/or restated from time to time, this “Agreement”) is entered into as of April 29, 2022, by and among (a) BLACK ROCK COFFEE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), (b) BLACK ROCK COFFEE BAR, LLC, an Oregon limited liability company (“BRCB”), BLACK ROCK STORE OPERATIONS LLC, an Oregon limited liability company (“BRSO”); BLACK ROCK DEVELOPMENT, LLC, an Oregon limited liability company (“BRD”), BLACK ROCK ROASTING, LLC, an Oregon limited liability company (“BRR”), BRSO 67th, LLC, an Arizona limited liability company (“BRSO 67th”) and BR CASTLE ROCK LLC, a Colorado limited liability company (“BRCR”, and together with BRCB, BRSO, BRD, BRR and BRSO 67th, and each other Person which joins this Agreement as a Borrower by execution of a Joinder in form and substance reasonably acceptable to the Agent (as hereinafter defined), collectively and
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 2nd, 2025 • Black Rock Coffee Bar, Inc. • Retail-eating & drinking places • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of November 11, 2022 (this “Amendment”), is entered into among (a) BLACK ROCK COFFEE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), (b) BLACK ROCK COFFEE BAR, LLC, an Oregon limited liability company (“BRCB”), BLACK ROCK STORE OPERATIONS LLC, an Oregon limited liability company (“BRSO”), BLACK ROCK DEVELOPMENT, LLC, an Oregon limited liability company (“BRD”), BLACK ROCK ROASTING, LLC, an Oregon limited liability company (“BRR”), BRSO 67TH, LLC, an Arizona limited liability company (“BRSO 67th”) and BR CASTLE ROCK LLC, a Colorado limited liability company (“BRCR” together with BRCB, BRSO, BRD, BRR and BRSO 67th, collectively and jointly and severally, the “Borrowers”, and each individually, a “Borrower”), (c) BRSO PNW XX, LLC, a Washington limited liability company (“BRSO PNW”) as a Guarantor (as defined in the Credit Agreement referred to below), (d) the other Credit Parties (as defined in the Credit Agreement refer
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 2nd, 2025 • Black Rock Coffee Bar, Inc. • Retail-eating & drinking places • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of January 13, 2023 (this “Amendment”), is entered into among (a) BLACK ROCK COFFEE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), (b) BLACK ROCK COFFEE BAR, LLC, an Oregon limited liability company (“BRCB”), BLACK ROCK STORE OPERATIONS LLC, an Oregon limited liability company (“BRSO”), BLACK ROCK DEVELOPMENT, LLC, an Oregon limited liability company (“BRD”), BLACK ROCK ROASTING, LLC, an Oregon limited liability company (“BRR”), BRSO 67TH, LLC, an Arizona limited liability company (“BRSO 67th”) and BR CASTLE ROCK LLC, a Colorado limited liability company (“BRCR” together with BRCB, BRSO, BRD, BRR and BRSO 67th, collectively and jointly and severally, the “Borrowers”, and each individually, a “Borrower”), (c) BRSO PNW XX, LLC, a Washington limited liability company (“BRSO PNW”) as a Guarantor (as defined in the Credit Agreement referred to below), (d) the other Credit Parties (as defined in the Credit Agreement refer
REGISTRATION RIGHTS AGREEMENT OF BLACK ROCK COFFEE BAR, INC.Registration Rights Agreement • September 2nd, 2025 • Black Rock Coffee Bar, 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 [●], 2025, by and among Black Rock Coffee Bar, Inc., a Texas 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”).
VOTING AGREEMENTVoting Agreement • September 2nd, 2025 • Black Rock Coffee Bar, Inc. • Retail-eating & drinking places • Texas
This VOTING AGREEMENT (this “Agreement”), is made and entered into as of [ l ], 2025, by and among Cynosure Partners 2020, LP, a Delaware limited partnership, Cynosure Partners 2020 PV, LP, a Delaware limited partnership, Cynosure Partners 2020 Co-Investment, LLC, a Delaware limited liability company, Cynosure Partners III, LP, a Delaware limited partnership, and CP III BRC Holdings CV, LLC, a Delaware limited liability company (together with their respective Permitted Transferees, the “Cynosure Investors”), and Black Rock Coffee Bar, Inc., a Texas corporation (the “Company”). Unless otherwise specified herein, all capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Company’s Amended and Restated Certificate of Formation, dated as of August 28, 2025 (as may be amended from time to time, the “Restated Certificate”).