TERMINATION OF REGISTRATION RIGHTS AGREEMENT

Exhibit 10.1

TERMINATION OF REGISTRATION RIGHTS AGREEMENT

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

RECITALS

WHEREAS, an Amended and Restated Registration Rights Agreement dated as of August 7, 2012 (the “Registration Rights Agreement”) was entered into by and among BLOOMIN’ BRANDS, INC., a Delaware Corporation (the “Company”), the INVESTORS, the OTHER INVESTORS, and the FOUNDERS (the terms INVESTORS, OTHER INVESTORS and the FOUNDERS having the same meaning as defined in the Registration Rights Agreement);

WHEREAS, Xxxxxxxxx X. Xxxxx subsequently became a party to the Registration Rights Agreement;

WHEREAS, the parties desire to terminate the Registration Rights Agreement in its entirety and the Company and Xxxx Capital (OSI) IX, L.P., Xxxx Capital (OSI) IX Coinvestment, L.P., BCIP TCV, LLC, Xxxx Capital Integral Investors 2006, LLC and BCIP Associates—G (collectively, the “Bain Funds”), Xxxxx X. Xxxxxxxx and certain of his affiliated persons and entities, and Xxxxxxxxx X. Xxxxx desire to enter into a new Registration Rights Agreement concurrently with the termination of the Registration Rights Agreement (the “New Registration Rights Agreement”).

AGREEMENT

Therefore, the parties hereto hereby agree as follows:

Termination of Registration Rights Agreement.

Subject to Section 6.3 of the Registration Rights Agreement, the Registration Rights Agreement is hereby terminated pursuant to Section 6.2 in its entirety effective April 29, 2014, subject to, and contingent upon, entering into the New Registration Rights Agreement.

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

SIGNATURE PAGES FOLLOW

1

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

2

THE INVESTORS:
		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

3

		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

4

THE OTHER INVESTORS:		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

5

FOUNDERS:
			/s/ Xxxxxx X. Xxxxxx
			Xxxxxx X. Xxxxxx
			RDB EQUITIES LIMITED PARTNERSHIP
			By: RDB EQUITIES, LLC,
					its General Partner
				By	/s/ Xxxxxx X. Xxxxxx
					Xxxxxx X. Xxxxxx
					Manager

6

FOUNDERS:
			/s/ Xxxxx X. Xxxxxxxx
			Xxxxx X. Xxxxxxxx
			CTS EQUITIES LIMITED PARTNERSHIP
			By: CTS EQUITIES, LLC,
				its General Partner
			By		/s/ Xxxxx X. Xxxxxxxx
					Xxxxx X. Xxxxxxxx
					Manager
			XXXXX X. XXXXXXXX FOUNDATION
			By:	/s/ Xxxxx X. Xxxxxxxx
				Xxxxx X. Xxxxxxxx
				President
			/s/ Xxxxxx Xxxxxxxx
			XXXXXX XXXXXXXX
			/s/ Xxxxxxxxx Xxxxxxxx
			XXXXXXXXX XXXXXXXX

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To be effective for all purposes as of April 29, 2014
			XXXXXXXXX XXXXXXXX IRREVOCABLE
				TRUST
			By:	/s/ Xxxx X. Xxxxxxx
				Trustee:		Xxxx X. Xxxxxxx
			XXXXXX XXXXXXXX IRREVOCABLE TRUST
			By:	/s/ Xxxx X. Xxxxxxx
				Trustee:		Xxxx X. Xxxxxxx

8

XXXXX:

/s/ Xxxxxxxxx X. Xxxxx

Xxxxxxxxx X. Xxxxx

9