Contract
STOCK REPURCHASE AGREEMENT This STOCK REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 29, 2023, by and between El Pollo Loco Holdings, Inc., a Delaware corporation (the “Company”), FS Equity Partners V, L.P. (“Seller 1”) and FS Affiliates V, L.P. (“Seller 2” and together with Seller 1, “Sellers”). W I T N E S S E T H: WHEREAS, Sellers directly own an aggregate of 3,034,303 shares of the Company’s issued and outstanding common stock, par value $0.01 per share (the “Company Shares”) comprised of 2,994,251 Company Shares owned by Seller 1 and 40,052 Company Shares owned by Seller 2; and WHEREAS, effective November 29, 2023, each Seller desires to sell to the Company, and the Company desires to purchase, free and clear of any and all Liens (as defined below) from Sellers an aggregate of 1,500,000 of such Company Shares (the “Purchased Shares”) (comprised of 1,480,200 Company Shares from Seller 1 and 19,800 Company Shares from Seller 2) for a per share purchase price equal to $8.40, representing the closing price of such Company Shares as listed on Nasdaq on November 29, 2023 (the “Per Share Purchase Price”). NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, agreements, representations and warranties contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I PURCHASE AND SALE; CLOSING 1.1 Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, effective on the Closing Date (as defined below), Sellers agree to sell, convey, assign, transfer and deliver to the Company, and the Company agrees to purchase from Sellers, the Purchased Shares, free and clear of any and all mortgages, pledges, encumbrances, liens, security interests, options, charges, claims, deeds of trust, deeds to secure debt, title retention agreements, rights of first refusal or offer, limitations on voting rights, proxies, voting agreements, limitations on transfer or other agreements or claims of any kind or nature whatsoever (collectively, “Liens”). 1.2 Purchase Price. Upon the terms and subject to the conditions of this Agreement, in consideration of the aforesaid sale, conveyance, assignment, transfer and delivery to the Company of the Purchased Shares, the Company shall pay to Sellers the Per Share Purchase Price multiplied by the number of Purchased Shares being sold by the Sellers (the “Purchase Price”), which Purchase Price shall be paid by Company to Sellers in cash by wire transfer of immediately available funds to an account that the Seller shall designate in writing. 1.3 Expenses. Except as expressly set forth in this Agreement, all fees and expenses incurred by each party hereto in connection with the matters contemplated by this Agreement shall be borne by the party incurring such fee or expense, including without limitation the fees and expenses of any investment banks, attorneys, accountants or other experts or advisors retained by such party. 1.4 The Closing. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place on December 4, 2023 (the “Closing Date”), provided that the obligations of Sellers and the Company to consummate the transactions contemplated by this Agreement shall be conditioned upon there being no injunction or other order, judgment, law, regulation, decree or ruling or |
[Signature Page to Stock Purchase Agreement] IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase Agreement to be duly executed, all as of the date first above written. EL POLLO LOCO HOLDINGS, INC. a Delaware corporation By: ________________________________ Name: Xxxxx Xxxxxxxxxxxxx Title: Interim President and Chief Executive Officer Address: 0000 Xxxxxx Xxxx., Xxxxx 000 Xxxxx Xxxx, Xxxxxxxxxx 00000 DocuSign Envelope ID: B7E21C81-596A-401B-A196-BA45CC8FFAA7 |