AMENDMENT NO. 4 TO STOCKHOLDERS AGREEMENT

Exhibit 10.2

AMENDMENT NO. 4 TO STOCKHOLDERS AGREEMENT

This AMENDMENT NO. 4 TO STOCKHOLDERS AGREEMENT (this “Amendment”), dated and effective as of May 15, 2023 (the “Effective Date”), is entered into by and among (i) Shake Shack Inc., a Delaware corporation (the “Company”), (ii) SSE Holdings, LLC, a Delaware limited liability company (“Holdings”), (iii) the Persons listed on the signature pages hereto under the caption “Xxxxx Stockholders” (the “Xxxxx Stockholders”) and (iv) the Persons listed on the signature pages hereto under the caption “LGP Stockholders” (the “LGP Stockholders”). All capitalized terms defined herein but not used herein shall have the meanings as ascribed to such terms in the Stockholders Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, the Company, Holdings, the Xxxxx Stockholders, the LGP Stockholders and certain other stockholders of the Company have previously entered into a Stockholders Agreement, dated and effective as of February 4, 2015, as amended (collectively, the “Stockholders Agreement”); and

WHEREAS, the Company, SSE Holdings, Xxxxx Stockholders and the LGP Stockholders desire to amend the Stockholders Agreement as hereinafter provided to remove the LGP Stockholders from the Stockholders Agreement.

NOW, THEREFORE, the Company, Holdings, Xxxxx Stockholders and the LGP Stockholders hereto agree as follows:

A. Removal of the LGP Stockholders as Parties to the Stockholders Agreement. The Stockholders Agreement shall be amended as follows: the LGP Stockholders shall be removed as parties thereto, and all references and other provisions of the Stockholders Agreement pertaining to the LGP Stockholders, and participation by the LGP Stockholders in the Stockholders Agreement, are hereby terminated as of the Effective Date.

B. Full Force and Effect. All other provisions of the Stockholders Agreement not otherwise expressly amended herein shall remain in full force and effect.

C. Governing Law. The terms and conditions of this Amendment shall be governed by and construed in accordance with the laws of the State of Delaware.

D. Counterparts. This Amendment may be executed in two or more counterparts, each of which when taken together shall constitute a single instrument.

[Signature pages follow]

IN WITNESS WHEREOF, each of the undersigned has signed this Amendment No. 4 to Stockholders Agreement as of the date first above written.

	COMPANY:
	SHAKE SHACK INC.
	By:	/s/ Xxxxxx Xxxxxxx Xx.
	Name: Xxxxxx Xxxxxxx Xx.
	Title: Chief Legal Officer
	HOLDINGS:
	SSE HOLDINGS, LLC
	By:	/s/ Xxxxxx Xxxxxxx Xx.
	Name: Xxxxxx Xxxxxxx Xx.
	Title: Chief Legal Officer
	XXXXX STOCKHOLDERS:
	By:	/s/ Xxxxxx X. Xxxxx
	Xxxxxx X. Xxxxx
	XXXXXX X. XXXXX 2012 GIFT TRUST UAD 10/31/12
	By:	/s/ Xxxx XxXxxxx
	Name: Xxxx XxXxxxx
	Title: Co-Trustee
	XXXXXX X. XXXXX INVESTMENT TRUST DATED 5/15/92
	By:	/s/ Xxxxxx X. Xxxxx
	Name: Xxxxxx X. Xxxxx
	Title: Authorized Signatory

	LGP STOCKHOLDERS:
	GREEN EQUITY INVESTORS VI, L.P.
	By: GEI Capital VI, LLC, its General Partner
	By:	/s/ Xxxxxx Xxxxxxxx
	Name: Xxxxxx Xxxxxxxx
	Title: General Counsel
	GREEN EQUITY INVESTORS SIDE VI, L.P.
	By: GEI Capital VI, LLC, its General Partner
	By:	/s/ Xxxxxx Xxxxxxxx
	Name: Xxxxxx Xxxxxxxx
	Title: General Counsel
	LGP MALTED COINVEST LLC
	By: Peridot Coinvest Manager LLC, its Manager
	By: Xxxxxxx Xxxxx & Partners, L.P., its Manager
	By: LGP Management, Inc., its General Partner
	By:	/s/ Xxxxxx Xxxxxxxx
	Name: Xxxxxx Xxxxxxxx
	Title: General Counsel