TERMINATION OF STOCKHOLDERS AGREEMENT

Exhibit 10.2

TERMINATION OF STOCKHOLDERS AGREEMENT

This Termination of the Stockholders Agreement (as defined below) is made as of April 29, 2014.

RECITALS

WHEREAS, a Stockholders Agreement dated as of August 7, 2012 (the “Stockholders Agreement”) was entered into by and among BLOOMIN’ BRANDS, INC., a Delaware Corporation (the “Company”), the BAIN FUNDS, the XXXXXXXXX FUNDS, and the FOUNDERS (the terms BAIN FUNDS, XXXXXXXXX FUNDS and the FOUNDERS having the same meaning as defined in the Stockholders Agreement);

WHEREAS, pursuant to Section 4.1 of the Stockholders Agreement, the BAIN FUNDS and the XXXXXXXXX FUNDS desire to terminate the Stockholders Agreement in its entirety and the BAIN FUNDS and the Company desire to enter into a new Stockholders Agreement (“New Stockholders Agreement”) concurrently with the termination of the Stockholders Agreement.

AGREEMENT

Therefore, the parties hereto hereby agree as follows:

Termination of Stockholders Agreement.

The Stockholders Agreement is hereby terminated in its entirety effective April 29, 2014, subject to, and effective upon, entering into the New Stockholders Agreement.

In Witness Whereof, each of the BAIN FUNDS and the XXXXXXXXX FUNDS has duly executed this Termination Agreement as of the date first above written.

SIGNATURE PAGES FOLLOW

1

THE BAIN FUNDS:
		XXXX CAPITAL (OSI) IX COINVESTMENT, L.P.
		By: Xxxx Capital Partners IX, L.P.,
			Its general partner
		By: Xxxx Capital Investors, LLC,
			Its general partner
		By:	/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Managing Director
		XXXX CAPITAL (OSI) IX, L.P.
		By: Xxxx Capital Partners IX, L.P.,
			Its general partner
		By: Xxxx Capital Investors, LLC,
			Its general partner
		By:	/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Managing Director
		BCIP TCV, LLC
		By: Xxxx Capital Investors, LLC,
			Its administrative member
		By:	/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Managing Director

2

		XXXX CAPITAL INTEGRAL INVESTORS 2006, LLC
		By: Xxxx Capital Investors, LLC,
			Its administrative member
		By:	/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Managing Director
		BCIP ASSOCIATES-G
		By: Xxxx Capital Investors, LLC,
			Its managing partner
		By:	/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title Managing Director

3

THE XXXXXXXXX FUNDS:		XXXXXXXXX PARTNERS VI – KANGAROO,
			L.P.
			By:	Xxxxxxxxx Managing Partner VI, LLC
				General Partner
			By:	CP6 Management, LLC
				Managing Member of General Partner
			By:	/s/ J. Xxxxxxx Xxx
				Name: J. Xxxxxxx Xxx
				Title: Authorized Signatory
			XXXXXXXXX PARTNERS VI – KANGAROO
			COINVEST, L.P.
			By:	Xxxxxxxxx Managing Partner VI, LLC
				General Partner
			By:	CP6 Management, LLC
				Managing Member of General Partner
			By:	/s/ J. Xxxxxxx Xxx
				Name: J. Xxxxxxx Xxx
				Title: Authorized Signatory

4

COMPANY:		BLOOMIN’ BRANDS, INC.
		By:	/s/ Xxxxx Xxxx
			Name: Xxxxx Xxxx
			Title: Chief Financial and Administrative Officer

5