AMENDMENT NO. 5 TO STOCKHOLDERS AGREEMENT

Exhibit 10.3

AMENDMENT NO. 5 TO STOCKHOLDERS AGREEMENT

This AMENDMENT NO. 5 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”), and (iii) the Persons listed on the signature pages hereto under the caption “Xxxxx Stockholders” (the “Xxxxx 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 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 and the Xxxxx Stockholders desire to amend the Stockholders Agreement as hereinafter provided to modify the Xxxxx Stockholders’ rights with respect to Xxxxx Stockholder Designees.

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

A. Amendment. Section 2.1(b) of the Stockholders Agreement shall be replaced in its entirety with the following:

“(b) Xxxxx Stockholder Representation. For so long as the Xxxxx Stockholders hold a number of shares of Common Stock representing at least the percentage of shares of Common Stock held by such Xxxxx Stockholders as of the Closing shown below, the Company and the Principal Stockholders shall use their reasonable best efforts to include in the slate of nominees recommended by the Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected that number of individuals designated by the Xxxxx Stockholders (each, a “Xxxxx Stockholder Designee”) that, if elected, will result in the number of Xxxxx Directors serving on the Board of Directors that is shown below.

Percentage	Number of Directors
50% or greater	3
Less than 50% but greater than 33%	2
Less than 33% but greater than 20%	1
Less than 20%	0

The rights of the Xxxxx Stockholders to designate Xxxxx Stockholder Designees shall terminate immediately following the conclusion of the Company’s 2025 annual meeting of stockholders.”

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. 5 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