SECOND AMENDED AND RESTATED SECURITY AGREEMENT

Exhibit 10.6

EXECUTION VERSION

SECOND AMENDED AND RESTATED SECURITY AGREEMENT

THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT (as it may be amended or modified from time to time, this “Security Agreement”) is entered into as of February 18, 2014 by and among SSE HOLDINGS, LLC, a New York limited liability company (the “Borrower”), each other Loan Party signatory to this Security Agreement, and each other Loan Party from time to time party to this Security Agreement (collectively with the Borrower, each a “Grantor” and collectively, the “Grantors”), and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”) for the lenders from time to time party to the Shake Shack Credit Agreement referred to below.

PRELIMINARY STATEMENT

A. The Borrower, each of the entities set forth on Schedule I attached hereto (such entities, collectively with the Borrower, each an “Existing Grantor” and collectively, the “Existing Grantors”) and the Administrative Agent are party to that certain Amended and Restated Security Agreement dated as of December 28, 2011 (as amended or modified prior to the date hereof, the “Existing Security Agreement”).

B. The Borrower, the guarantors from time to time party thereto, the Administrative Agent and the Lenders are entering into an amendment (the “Amendment”) to that certain Amended and Restated Shake Shack Credit Agreement dated as of March 28, 2013 (as it may be amended or modified from time to time, the “Shake Shack Credit Agreement”).  Each Grantor is entering into this Security Agreement in order to induce the Lenders to enter into the Amendment and extend credit to the Borrower under the Shake Shack Credit Agreement and, if applicable, to secure the Secured Obligations that it has agreed to guarantee pursuant to any Loan Guaranty.

C. The Grantors desire to amend and restate the Existing Security Agreement in its entirety as provided herein and release Union Square Hospitality Group LLC (“USHG”) as a grantor under the Existing Security Agreement and the Administrative Agent has agreed (subject to the terms of this Security Agreement) to amend and restate the Existing Security Agreement and release USHG as a grantor thereunder.

ACCORDINGLY, the Grantors, the Administrative Agent, on behalf of the Lenders, and, solely for the purpose of its release from the Existing Security Agreement, USHG hereby agree as follows:

ARTICLE I.
DEFINITIONS

1.1. Terms Defined in Credit Agreement.  All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Shake Shack Credit Agreement.

1.2. Terms Defined in UCC.  Terms defined in the UCC which are not otherwise defined in this Security Agreement are used herein as defined in the UCC.

1.3. Definitions of Certain Terms Used Herein.  As used in this Security Agreement, in addition to the terms defined in the Preamble and the Preliminary Statement, the following terms shall have the following meanings:

“Accounts” shall have the meaning set forth in Article 9 of the UCC.

“Article” means a numbered Article of this Security Agreement, unless another document is specifically referenced.

“Chattel Paper” shall have the meaning set forth in Article 9 of the UCC.

“Collateral” shall have the meaning set forth in Article II.

“Commercial Tort Claims” shall have the meaning set forth in Article 9 of the UCC along with the existing Commercial Tort Claims of each Grantor as listed on Exhibit C.

“Control” shall have the meaning set forth in Article 8 or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.

“Copyrights” means, with respect to any Person, all of such Person’s right, title, and interest in and to the following:  (a) all copyrights, rights and interests in copyrights, works protectable by copyright, copyright registrations, and copyright applications; (b) all renewals of any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing; (d) the right to xxx for past, present, and future infringements of any of the foregoing; and (e) all rights corresponding to any of the foregoing throughout the world.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Deposit Accounts” shall have the meaning set forth in Article 9 of the UCC.

“Documents” shall have the meaning set forth in Article 9 of the UCC.

“Equipment” shall have the meaning set forth in Article 9 of the UCC.

“Event of Default” means an event described in Section 5.1.

“Exhibit” refers to a specific Exhibit to this Security Agreement, unless another document is specifically referenced.

“Fixtures” shall have the meaning set forth in Article 9 of the UCC.

“General Intangibles” shall have the meaning set forth in Article 9 of the UCC.

“Goods” shall have the meaning set forth in Article 9 of the UCC.

“Instruments” shall have the meaning set forth in Article 9 of the UCC.

“Intellectual Property” means all Copyrights, Patents and Trademarks and all other similar types of intellectual property that constitute Collateral.

“Inventory” shall have the meaning set forth in Article 9 of the UCC.

“Investment Property” shall have the meaning set forth in Article 9 of the UCC.

“Leasehold interest” shall have the meaning set forth in Article 2A of the UCC.

2

“Lenders” means the lenders party to the Shake Shack Credit Agreement and their successors and assigns.

“Letter-of-Credit Rights” shall have the meaning set forth in Article 9 of the UCC.

“Licenses” means, with respect to any Person, all of such Person’s right, title, and interest in and to (a) any and all licensing agreements or similar arrangements in and to its Patents, Copyrights, or Trademarks, (b) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future breaches thereof, and (c) all rights to xxx for past, present, and future breaches thereof.

“Patents” means, with respect to any Person, all of such Person’s right, title, and interest in and to:  (a) any and all patents and patent applications; (b) all inventions and improvements described and claimed therein; (c) all reissues, divisions, continuations, renewals, extensions, and continuations-in-part thereof; (d) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future infringements thereof; (e) all rights to xxx for past, present, and future infringements thereof; and (f) all rights corresponding to any of the foregoing throughout the world.

“Receivables” means the Accounts, Chattel Paper, Documents, Investment Property, Instruments and any other rights or claims to receive money which are General Intangibles or which are otherwise included as Collateral.

“Required Secured Parties” means (a) prior to an acceleration of the Obligations under the Shake Shack Credit Agreement, the Required Lenders, (b) after an acceleration of the Obligations under the Shake Shack Credit Agreement but prior to the date upon which the Shake Shack Credit Agreement has terminated by its terms and all of the Obligations (other than contingent indemnification obligations and Banking Services Obligations) have been paid in full (or with respect to any outstanding Letters of Credit, a cash deposit or Supporting Letter of Credit has been delivered to the Administrative Agent as required by the Shake Shack Credit Agreement), Lenders holding in the aggregate at least a majority of the total of the Aggregate Credit Exposure, and (c) after the Shake Shack Credit Agreement has terminated by its terms and all of the Obligations (other than contingent indemnification obligations and Banking Services Obligations) thereunder have been paid in full (whether or not the Obligations under the Shake Shack Credit Agreement were ever accelerated), Lenders holding in the aggregate at least a majority of the aggregate net early termination payments and all other amounts then due and unpaid from any Grantor to the Lenders under Swap Agreement, as determined by the Administrative Agent in its reasonable discretion.

“Section” means a numbered Section of this Security Agreement, unless another document is specifically referenced.

“Security” has the meaning set forth in Article 8 of the UCC.

“Stock Rights” means all dividends, instruments or other distributions and any other right or property which the Grantors shall receive or shall become entitled to receive for any reason whatsoever with respect to, in substitution for, or in exchange for, any Equity Interest constituting Collateral, any right to receive an Equity Interest and any right to receive earnings, in which the Grantors now have or hereafter acquire any right, issued by an issuer of such Equity Interest.

“Supporting Obligations” shall have the meaning set forth in Article 9 of the UCC.

3

“Trademarks” means, with respect to any Person, all of such Person’s right, title, and interest in and to the following:  (a) all trademarks (including service marks), trade names, trade dress, and trade styles and the registrations and applications for registration thereof and the goodwill of the business symbolized by the foregoing, but excluding intent to use applications; (b) all licenses of the foregoing, whether as licensee or licensor; (c) all renewals of the foregoing; (d) all income, royalties, damages, and payments now or hereafter due or payable with respect thereto, including, without limitation, damages, claims, and payments for past and future infringements thereof; (e) all rights to xxx for past, present, and future infringements of the foregoing, including the right to settle suits involving claims and demands for royalties owing; and (f) all rights corresponding to any of the foregoing throughout the world.

“UCC” means the Uniform Commercial Code, as in effect from time to time, of the State of New York or of any other state the laws of which are required as a result thereof to be applied in connection with the attachment, perfection or priority of, or remedies with respect to, Administrative Agent’s or any Lender’s Lien on any Collateral.

The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

ARTICLE II.
GRANT OF SECURITY INTEREST

Each Grantor hereby confirms that pursuant to the Existing Security Agreement, it has pledged and granted the security interests set forth in the Existing Security Agreement and each Grantor hereby pledges and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders, a security interest in all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade name or derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which will be collectively referred to as the “Collateral”), including:

(i) all Accounts;

(ii) all Chattel Paper;

(iii) all Deposit Accounts with any bank or other financial institution;

(iv) all Documents;

(v) all Equipment;

(vi) all Fixtures;

(vii) all General Intangibles;

(viii) all Goods;

(ix) all Instruments;

(x) all Intellectual Property;

(xi) all Inventory;

4

(xii) all Investment Property;

(xiii) all cash or cash equivalents;

(xiv) all letters of credit, Letter-of-Credit Rights and Supporting Obligations;

(xv) all Commercial Tort Claims; and

(xvi) all accessions to, substitutions for and replacements, proceeds (including Stock Rights), insurance proceeds and products of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any General Intangibles at any time evidencing or relating to any of the foregoing;

to secure the prompt and complete payment and performance of the Secured Obligations.

Notwithstanding the foregoing, the term “Collateral” shall not include:

(i) any General Intangibles or other rights arising under any contracts, instruments, licenses or other documents as to which the grant of a security interest would (A) constitute a violation of a valid and enforceable restriction in favor of a third party on such grant, unless and until any required consents have been obtained, or (B) give any other party to such contract, instrument, license or other document a valid and enforceable right to terminate its obligations thereunder;

(ii) any asset to the extent that such grant of a security interest is prohibited by a requirement of any applicable law, rule or regulation, requires a consent as a condition to the grant of a security interest in such asset that has not been obtained of any governmental authority pursuant to such requirement of law, or is prohibited by, or constitutes a breach or default under, or results in the termination of, or requires any consent as a condition to the grant of a security interest in such asset that is has not been obtained under, any contract, instrument, license or other document evidencing, governing or giving rise to such asset;

(iii) any and all Trademarks and other Intellectual Property bearing the name “Xxxxx” or a variant thereof; and

(iv) more than 65% of the outstanding voting Equity Interests of any non-U.S. Person owned directly or indirectly by any Grantor unless granting such a security interest would be permitted without causing a “deemed dividend” under Section 956 of the Code or other possible tax consequences that are adverse to such Grantor.

Provided that the limitation set forth in clauses (i) and (ii) above shall (x) exist only for so long as such governmental law, rule, regulation, consent requirement, General Intangible or other right arising under any contracts, instruments, licenses or other documents continue to be effective (and, upon the cessation, termination, expiration of such governmental law, rule, regulation, consent requirement, General Intangibles or other rights arising under any contracts, instruments, licenses or other documents, or if any such governmental law, rule, regulation, consent requirement, General Intangible or other right arising under any contracts, instruments, licenses or other documents is no longer applicable, the security interest granted herein shall be deemed to have automatically attached to such asset) and (y) not apply with respect to any asset if and to the extent that the security interest in and to such asset granted in this Security Agreement is permitted under Sections 9-406, 9-407, 9-408, or 9-409 of the UCC.

5

ARTICLE III.
REPRESENTATIONS AND WARRANTIES

Each Grantor represents and warrants to the Administrative Agent and the Lenders that:

3.1. Title, Perfection and Priority.  Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 6.02 of the Shake Shack Credit Agreement, and has full power and authority to grant to the Administrative Agent the security interest in such Collateral pursuant hereto.  When financing statements have been properly filed in the appropriate offices against such Grantor in the locations listed on Exhibit E, the Administrative Agent will have a fully perfected first priority security interest in all Collateral of each Grantor in which a security interest may be perfected by filing a financing statement under the UCC of the jurisdiction of organization of such Grantor, subject only to Liens permitted under Section 6.02 of the Shake Shack Credit Agreement.

3.2. Type and Jurisdiction of Organization, Organizational and Identification Numbers.  The type of entity of such Grantor, its state of organization, the organizational number issued to it by its state of organization and its federal employer identification number are set forth on Exhibit A.

3.3. Principal Location.  Such Grantor’s mailing address and the location of its place of business (if it has only one) or its chief executive office (if it has more than one place of business), are disclosed in Exhibit A; such Grantor has no other places of business except those set forth in Exhibit A.

3.4. Collateral Locations.  All of such Grantor’s locations where Collateral is located are listed on Exhibit A.  All of said locations are owned by such Grantor except for locations (i) which are leased by the Grantor as lessee and designated in Part III(b) of Exhibit A and (ii) at which Inventory is held in a public warehouse or is otherwise held by a bailee or on consignment as designated in Part III(c) of Exhibit A.

3.5. Deposit Accounts.  All of such Grantor’s Deposit Accounts are listed on Exhibit B.

3.6. Exact Names.  Such Grantor’s name in which it has executed this Security Agreement is the exact name as it appears in such Grantor’s organizational documents, as amended, as filed with such Grantor’s jurisdiction of organization.  Such Grantor has not, during the past five years, been known by or used any other corporate or fictitious name, or been a party to any merger or consolidation, or been a party to any acquisition.

3.7. Letter-of-Credit Rights and Chattel Paper.  Exhibit C lists all Letter-of-Credit Rights and Chattel Paper of such Grantor.  All action by such Grantor necessary or desirable to protect and perfect the Administrative Agent’s Lien on each item listed on Exhibit C (including the delivery of all originals and the placement of a legend on all Chattel Paper as required hereunder) has been duly taken.  The Administrative Agent will have a fully perfected first priority security interest in the Collateral listed on Exhibit C, subject only to Liens permitted under Section 6.02 of the Shake Shack Credit Agreement.

3.8. Intellectual Property.  Such Grantor does not have any interest in, or title to, any Patent, Trademark or Copyright, that is, or is intended to be, Collateral, except as set forth in Exhibit D.  This Security Agreement is effective to create a valid and continuing Lien, and upon filing of appropriate financing statements in the offices listed on Exhibit E under the UCC, and this Security Agreement with the United States Copyright Office and the United States Patent and Trademark Office, fully perfected first priority security interests in favor of the Administrative Agent on such Grantor’s U.S. Patents,

6

Trademarks and Copyrights, such perfected security interests are enforceable as such as against any and all creditors of and purchasers from such Grantor; and all action necessary to protect and perfect the Administrative Agent’s Lien on such Grantor’s Patents, Trademarks or Copyrights shall have been duly taken.

3.9. Filing Requirements.  None of the Collateral owned by a Grantor is of a type for which security interests or liens may be perfected by filing under any federal statute except for Patents, Trademarks and Copyrights held by such Grantor and described in Exhibit D.

3.10. No Financing Statements, Security Agreements.  No financing statement or security agreement describing all or any portion of the Collateral which has not lapsed or been terminated naming such Grantor as debtor has been filed or is of record in any jurisdiction except (a) for financing statements or security agreements naming the Administrative Agent on behalf of the Lenders as the secured party and (b) with respect to any lien permitted by Section 6.02 of the Shake Shack Credit Agreement.

3.11. Investment Property.  No Grantor owns any material Instrument, Security or other Investment Property other than Equity Interests owned by the Borrower in each of its Subsidiaries and Affiliates existing on the date hereof.

ARTICLE IV.
COVENANTS

From the date of this Security Agreement, and thereafter until this Security Agreement is terminated, each Grantor agrees that:

4.1. General.

(a) Authorization to File Financing Statements; Ratification.  Such Grantor hereby authorizes the Administrative Agent to file, and if requested will deliver to the Administrative Agent, all financing statements and other documents and take such other actions as may from time to time be reasonably requested by the Administrative Agent in order to maintain a first perfected security interest in (subject to liens permitted by Section 6.02 of the Shake Shack Credit Agreement) and, if applicable, Control of, the Collateral owned by such Grantor.  Any financing statement filed by the Administrative Agent may be filed in any filing office in any UCC jurisdiction and may (i) indicate such Grantor’s Collateral (1) as all assets of each Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (2) by any other description which reasonably approximates the description contained in this Security Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor.  Such Grantor also agrees to furnish any such information to the Administrative Agent reasonably promptly upon request.  Such Grantor also ratifies its authorization for the Administrative Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

(b) Further Assurances.  Such Grantor agrees to take any and all reasonable actions necessary to defend title to the Collateral against all persons and to defend the security interest of the Administrative Agent in its Collateral and the priority thereof against any Lien not expressly permitted hereunder.

7

(c) Other Financing Statements.  Such Grantor will not authorize the filing of any financing statement naming it as debtor covering all or any portion of the Collateral owned by it, except to secure Liens permitted by Section 6.02 of the Shake Shack Credit Agreement.  Such Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of the Administrative Agent, subject to such Grantor’s rights under Section 9 509(d)(2) of the UCC.

(d) Locations.  Such Grantor will not maintain any Collateral owned by it with a fair market value in excess of $25,000 at any location other than those locations listed on Exhibit A (as such Exhibit may be updated from time to time in accordance with Section 8.3 hereof).

(e) Compliance with Terms.  Such Grantor will perform and comply with all material obligations in respect of the Collateral owned by it and all agreements to which it is a party or by which it or its Collateral is bound, except to the extent that the failure to comply could not reasonably be expected to have a Material Adverse Effect.

4.2. Collection of Receivables.  Except as otherwise provided in this Security Agreement, such Grantor will use its best efforts to collect and will enforce, at such Grantor’s sole expense, all amounts due or hereafter due to such Grantor under the material Receivables owned by it.

4.3. Equipment.  Subject to the rights of any landlord under any lease applicable to any of the locations set forth on Exhibit A, such Grantor shall not permit any Equipment with a fair market value in excess of $25,000 to become a fixture with respect to real property leased by such Grantor or to become an accession with respect to other personal property with respect to which real or personal property the Administrative Agent does not have a Lien.  Such Grantor will not, without the Administrative Agent’s prior written consent, alter or remove any identifying symbol or number on any of such Grantor’s material Equipment constituting Collateral.

4.4. Delivery of Instruments, Securities, Chattel Paper and Documents.  Such Grantor will (a) deliver to the Administrative Agent immediately upon execution of this Security Agreement the originals of all Chattel Paper and certificated Instruments constituting Collateral owned by it (if any then exist) in excess of $250,000 (individually or in the aggregate), (b) hold in trust for the Administrative Agent upon receipt and immediately thereafter deliver to the Administrative Agent any such Chattel Paper and certificated Instruments constituting Collateral in excess of $250,000 (individually or in the aggregate), (c) upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the Administrative Agent) any Document evidencing or constituting Collateral in excess of $250,000 (individually or in the aggregate) and (d) upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit F hereto (the “Supplement”), pursuant to which such Grantor will supplement the schedules hereto to describe such additional Collateral.  Such Grantor hereby authorizes the Administrative Agent to attach each Supplement to this Security Agreement and acknowledges and agrees that all additional Collateral owned by it set forth in such Supplement shall be considered to be a part of the Collateral.

4.5. Investment Property.  Other than (i) as permitted under the Shake Shack Credit Agreement and (ii) the Equity Interest owned by such Grantor in such Grantor’s Subsidiaries and Affiliates as set forth on Schedule 3.14 of the Shake Shack Credit Agreement, such Grantor will not own, purchase or otherwise acquire any Instrument, Security or other Investment Property.

8

4.6. Intellectual Property.

(a) Such Grantor will use its commercially reasonable efforts to secure all consents and approvals necessary for the Administrative Agent to enforce the security interests granted hereunder, in any License held by such Grantor, including an acknowledgement and consent of any licensor under any License.

(b) Such Grantor shall promptly notify the Administrative Agent if it knows that any application or registration relating to any Patent, Trademark or Copyright (now or hereafter existing) that are material to the conduct of its business or operations may become abandoned or dedicated to the public, or of any similar materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court, other than any non-final office actions) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same.

(c) If such Grantor, either directly or through any agent, employee, licensee or designee, files an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency such Grantor promptly shall provide the Administrative Agent with notice thereof, and, upon request of the Administrative Agent, such Grantor shall execute and deliver any and all security agreements as the Administrative Agent may request to evidence the Administrative Agent’s first priority security interest on such Patent, Trademark or Copyright.

(d) Such Grantor shall take all reasonable actions necessary or reasonably requested by the Administrative Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of its Patents, Trademarks and Copyrights (now or hereafter existing) that are material to the conduct of its business or operations, including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings.

(e) Such Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is in no way material to the conduct of its business or operations, promptly xxx for infringement, misappropriation or dilution of such Patents, Trademarks or Copyrights and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as the Administrative Agent shall deem necessary and reasonably appropriate under the circumstances to protect such Patent, Trademark or Copyright.  In the event that such Grantor institutes suit because any of its Patents, Trademarks or Copyrights constituting Collateral is infringed upon, or misappropriated or diluted by a third party, such Grantor shall comply with Section 4.6.

4.7. Commercial Tort Claims.  Such Grantor shall promptly, and in any event within five Business Days after the same is acquired by it, notify the Administrative Agent of any Commercial Tort Claim and in excess of $500,000 (individually or in the aggregate) acquired by it and, unless the Administrative Agent otherwise consents, such Grantor shall enter into an amendment to this Security Agreement, in the form of Exhibit F hereto, granting to Administrative Agent a first priority security interest in such Commercial Tort Claim (subject to Liens permitted by Section 6.02 of the Shake Shack Credit Agreement.

4.8. Letter-of-Credit Rights.  If such Grantor is or becomes the beneficiary of a letter of credit, it shall promptly, and in any event within five Business Days after becoming a beneficiary, notify

9

the Administrative Agent thereof and cause the issuer and/or confirmation bank to consent to the assignment of any Letter-of-Credit Rights to the Administrative Agent.

4.9. Federal, State or Municipal Claims.  Such Grantor will promptly, and in any event within five Business Days after the same is acquired by it, notify the Administrative Agent of any Collateral which constitutes a claim against the United States government or any state or local government or any instrumentality or agency thereof, the assignment of which claim is restricted by federal, state or municipal law.

4.10. No Interference.  Unless required by law, such Grantor agrees that it will not interfere with any right, power and remedy of the Administrative Agent provided for in this Security Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Administrative Agent of any one or more of such rights, powers or remedies.

4.11. Change of Name or Location; Change of Fiscal Year.  Such Grantor shall not (a) change its name as it appears in official filings in the state of its incorporation or organization, (b) change its chief executive office, principal place of business, mailing address, corporate offices or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral as set forth on Exhibit A (as such Exhibit may be updated from time to time in accordance with Section 8.3 hereof),  (c) change the type of entity that it is, (d) change its organization identification number, if any, issued by its state of incorporation or other organization, or (e) change its state of incorporation or organization, in each case, unless (i) such location is in the continental U.S., (ii) the Administrative Agent shall have received at least fifteen days prior written notice of such change, (iii) such change could not reasonably be expected to materially adversely affect the validity, perfection or priority of the Administrative Agent’s security interest in the Collateral and (iv) any reasonable action requested by the Administrative Agent in connection therewith has been completed or taken (including any action to continue the perfection of any Liens in favor of the Administrative Agent).

ARTICLE V.
EVENTS OF DEFAULT AND REMEDIES

5.1. Events of Default.  The occurrence of any one or more of the following events shall constitute an Event of Default hereunder:

(a) Any representation or warranty made by or on behalf of any Grantor under or in connection with this Security Agreement shall be materially false as of the date on which made.

(b) The breach by any Grantor of any of the terms or provisions of Article IV, which breach remains unremedied for a period of five Business Days.

(c) The breach by any Grantor (other than a breach which constitutes an Event of Default under any other Section of this Article V) of any of the terms or provisions of this Security Agreement which is not remedied within ten Business Days after such breach; and

(d) The occurrence of any “Event of Default” under, and as defined in, the Shake Shack Credit Agreement.

10

5.2. Remedies.

(a) Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent may, with the concurrence or at the direction of the Required Secured Parties, exercise any or all of the following rights and remedies:

(i) those rights and remedies provided in this Security Agreement, the Shake Shack Credit Agreement, or any other Loan Document; provided that, this Section 5.2(a) shall not be understood to limit any rights or remedies available to the Administrative Agent and the Lenders prior to an Event of Default;

(ii) those rights and remedies available to a secured party under the UCC (whether or not the UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank’s right of setoff or bankers’ lien) when a debtor is in default under a security agreement;

(iii) give notice of sole control or any other instruction under any control agreement with any securities intermediary and take any action therein with respect to such Collateral; and

(iv) without notice (except as specifically provided in Section 7.1 or elsewhere herein), demand or advertisement of any kind to any Grantor or any other Person, enter the premises of any Grantor where any Collateral is located (through self-help and without judicial process) to collect, receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase or otherwise dispose of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private sale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at any Grantor’s premises or elsewhere), for cash, on credit or for future delivery without assumption of any credit risk, and upon such other terms as the Administrative Agent may deem commercially reasonable.

(b) The Administrative Agent, on behalf of the Lenders, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

(c) The Administrative Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Administrative Agent and the Lenders, the whole or any part of the Collateral so sold, free of any right of equity redemption, which equity redemption each Grantor hereby expressly releases.

(d) Until the Administrative Agent is able to effect a sale, lease, or other disposition of Collateral, the Administrative Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Administrative Agent.  The Administrative Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Administrative Agent’s remedies (for the benefit of the Administrative Agent and Lenders), with respect to such appointment without prior notice or hearing as to such appointment.

(e) If, after the Shake Shack Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Swap Obligations outstanding, the Required Secured

11

Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Swap Obligations pursuant to the terms of the Swap Agreement.

(f) Notwithstanding the foregoing, neither the Administrative Agent nor the Lenders shall be required to (i) make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral.

(g) Each Grantor acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private.

5.3. Grantor’s Obligations Upon Event of Default.  Upon the request of the Administrative Agent after the occurrence and during the continuation of an Event of Default, each Grantor will:

(a) assemble and make available to the Administrative Agent the Collateral and all books and records relating thereto at any place or places specified by the Administrative Agent, whether at a Grantor’s premises or elsewhere;

(b) permit the Administrative Agent, by the Administrative Agent’s representatives and agents, to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Grantors for such use and occupancy; and

(c) at its own expense, cause the independent certified public accountants then engaged by each Grantor to prepare and deliver to the Administrative Agent and each Lender, at any time, and from time to time, promptly upon the Administrative Agent’s request, the following reports with respect to the applicable Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts.

5.4. Grant of Intellectual Property License.  For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders a nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor and only during the occurrence of and continuation of an Event of Default and after acceleration of the Obligations) to use, license or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by

12

any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.  With respect to the Trademarks licensed to the Administrative Agent under the foregoing license, prior to any acceleration of the Obligations the license shall be subject to Administrative Agent’s compliance with commercially reasonable quality control provisions provided by Grantor, as amended from time to time.

ARTICLE VI.
ATTORNEY IN FACT; PROXY

6.1. Authorization for Secured Party to Take Certain Action.

(a) Each Grantor irrevocably authorizes the Administrative Agent at any time and from time to time in the sole discretion of the Administrative Agent and appoints the Administrative Agent as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Administrative Agent’s sole discretion to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, (ii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Administrative Agent’s security interest in the Collateral, (iii) to endorse and collect any cash proceeds of the Collateral, (iv) to apply the proceeds of any Collateral received by the Administrative Agent to the Secured Obligations as provided in Section 2.16 of the Shake Shack Credit Agreement, (v) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), (vi) to contact Account Debtors for any reason, (vii) to prepare, file and sign such Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (viii) to change the address for delivery of mail addressed to such Grantor to such address as the Administrative Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (ix) to do all other acts and things necessary to carry out this Security Agreement; and such Grantor agrees to reimburse the Administrative Agent on demand for any payment made or any expense incurred by the Administrative Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such Grantor of any of its obligations under this Security Agreement or under the Shake Shack Credit Agreement; and provided further that notwithstanding anything to the contrary in this Section 6.1(a) the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for under subsections (iii)-(ix) hereof unless an Event of Default shall have occurred and is continuing.

(b) All acts of said attorney or designee are hereby ratified and approved.  The powers conferred on the Administrative Agent, for the benefit of the Administrative Agent and Lenders, under this Section 6.1 are solely to protect the Administrative Agent’s interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers.

6.2. Nature of Appointment; Limitation of Duty.  THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE VI IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY AGREEMENT IS TERMINATED IN ACCORDANCE WITH SECTION 7.14.  NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NEITHER THE ADMINISTRATIVE AGENT, NOR ANY LENDER, NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR OTHERWISE OR TO

13

PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION; PROVIDED THAT, IN NO EVENT SHALL THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

ARTICLE VII.
GENERAL PROVISIONS

7.1. Waivers.  Each Grantor hereby waives notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made.  To the extent such notice may not be waived under applicable law, any notice made shall be deemed reasonable if sent to the Grantors, addressed as set forth in Article VIII, at least ten days prior to (i) the date of any such public sale or (ii) the time after which any such private sale or other disposition may be made.  To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Administrative Agent or any Lender arising out of the repossession, retention or sale of the Collateral, except such as arise solely out of the gross negligence or willful misconduct of the Administrative Agent or such Lender as finally determined by a court of competent jurisdiction.  To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Administrative Agent or any Lender, any valuation,  appraisal, extension, moratorium, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Security Agreement, or otherwise.  Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral.

7.2. Limitation on Administrative Agent’s and Lenders’ Duty with Respect to the Collateral.  The Administrative Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale.  The Administrative Agent and each Lender shall use reasonable care with respect to the Collateral in its possession or under its control.  Neither the Administrative Agent nor any Lender shall have any other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Administrative Agent or such Lender, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto.  To the extent that applicable law imposes duties on the Administrative Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Administrative Agent (i) to fail to incur expenses deemed significant by the Administrative Agent to prepare Collateral for disposition or otherwise to transform raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as such Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in

14

wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Administrative Agent against risks of loss, collection or disposition of Collateral or to provide to the Administrative Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Administrative Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Administrative Agent in the collection or disposition of any of the Collateral.  Each Grantor acknowledges that the purpose of this Section 7.2 is to provide non-exhaustive indications of what actions or omissions by the Administrative Agent would be commercially reasonable in the Administrative Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Administrative Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 7.2.  Without limitation upon the foregoing, nothing contained in this Section 7.2 shall be construed to grant any rights to any Grantor or to impose any duties on the Administrative Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section 7.2.

7.3. Compromises and Collection of Collateral.  The Grantors and the Administrative Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Receivables, that certain of the Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Receivable may exceed the amount that reasonably may be expected to be recovered with respect to a Receivable.  In view of the foregoing, each Grantor agrees that the Administrative Agent may at any time and from time to time, if an Event of Default has occurred and is continuing, compromise with the obligor on any Receivable, accept in full payment of any Receivable such amount as the Administrative Agent in its sole discretion shall determine or abandon any Receivable, and any such action by the Administrative Agent shall be commercially reasonable so long as the Administrative Agent acts in good faith based on information known to it at the time it takes any such action.

7.4. Secured Party Performance of Debtor Obligations.  Without having any obligation to do so, the Administrative Agent may perform or pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and the Grantors shall reimburse the Administrative Agent for any amounts paid by the Administrative Agent pursuant to this Section 7.4 in the event that such Grantor failed to pay or perform such obligation.  The Grantors’ obligation to reimburse the Administrative Agent pursuant to the preceding sentence shall be a Secured Obligation payable on demand.

7.5. Specific Performance of Certain Covenants.  Each Grantor acknowledges and agrees that a breach of any of the covenants contained in Sections 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 5.3 or 7.7 will cause irreparable injury to the Administrative Agent and the Lenders, that the Administrative Agent and Lenders have no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of the Administrative Agent or the Lenders to seek and obtain specific performance of other obligations of the Grantors contained in this Security Agreement, that the covenants of the Grantors contained in the Sections referred to in this Section 7.5 shall be specifically enforceable against the Grantors.

7.6. Dispositions Not Authorized.  No Grantor is authorized to sell or otherwise dispose of the Collateral except as permitted under Section 6.05 of the Shake Shack Credit Agreement and notwithstanding any course of dealing between any Grantor and the Administrative Agent or other conduct of the Administrative Agent, no authorization to sell or otherwise dispose of the Collateral (except as permitted under Section 6.05 of the Shake Shack Credit Agreement) shall be binding upon the Administrative Agent or the Lenders unless such authorization is in writing signed by the Administrative Agent with the consent or at the direction of the Required Secured Parties.

15

7.7. No Waiver; Amendments; Cumulative Remedies.  No delay or omission of the Administrative Agent or any Lender to exercise any right or remedy granted under this Security Agreement shall impair such right or remedy or be construed to be a waiver of any Default or an acquiescence therein, and any single or partial exercise of any such right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy.  No waiver, amendment or other variation of the terms, conditions or provisions of this Security Agreement whatsoever shall be valid unless in writing signed by the Administrative Agent with the concurrence or at the direction of the Lenders required under Section 9.02 of the Shake Shack Credit Agreement and then only to the extent in such writing specifically set forth.  All rights and remedies contained in this Security Agreement or by law afforded shall be cumulative and all shall be available to the Administrative Agent and the Lenders until the Secured Obligations (other than contingent indemnification obligations and Banking Services Obligations) have been paid in full (or with respect to any outstanding Letters of Credit, a cash deposit or Supporting Letter of Credit has been delivered to the Administrative Agent as required by the Shake Shack Credit Agreement).

7.8. Limitation by Law; Severability of Provisions.  All rights, remedies and powers provided in this Security Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Security Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Security Agreement invalid, unenforceable or not entitled to be recorded or registered, in whole or in part.  Any provision in this Security Agreement that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Security Agreement are declared to be severable.

7.9. Reinstatement.  This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made.  In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

7.10. Benefit of Agreement.  The terms and provisions of this Security Agreement shall be binding upon and inure to the benefit of the Grantors, the Administrative Agent and the Lenders and their respective successors and assigns (including all persons who become bound as a debtor to this Security Agreement), except that no Grantor shall have the right to assign its rights or delegate its obligations under this Security Agreement or any interest herein, without the prior written consent of the Administrative Agent.  No sales of participations, assignments, transfers, or other dispositions of any agreement governing the Secured Obligations or any portion thereof or interest therein shall in any manner impair the Lien granted to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, hereunder.

7.11. Survival of Representations.  All representations and warranties of the Grantors contained in this Security Agreement shall survive the execution and delivery of this Security Agreement.

16

7.12. Taxes and Expenses.  Any taxes (including income taxes) payable or ruled payable by Federal or State authority in respect of this Security Agreement shall be paid by the Grantors, together with interest and penalties, if any.  The Grantors shall reimburse the Administrative Agent for any and all documented out-of-pocket expenses and internal charges (including reasonable attorneys’, auditors’ and accountants’ fees) paid or incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, collection and enforcement of this Security Agreement and in the audit, analysis, administration, collection, preservation or sale of the Collateral (including the expenses and charges associated with any periodic or special audit of the Collateral).  Any and all costs and expenses incurred by the Grantors in the performance of actions required pursuant to the terms hereof shall be borne solely by the Grantors.

7.13. Headings.  The title of and Section headings in this Security Agreement are for convenience of reference only, and shall not govern the interpretation of any of the terms and provisions of this Security Agreement.

7.14. Termination.  This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until (i) the Shake Shack Credit Agreement has terminated pursuant to its express terms and (ii) all of the Secured Obligations (other than contingent indemnification obligations and Banking Services Obligations) have been indefeasibly paid and performed in full (or with respect to any outstanding Letters of Credit, a cash deposit or Supporting Letter of Credit has been delivered to the Administrative Agent as required by the Shake Shack Credit Agreement) and no commitments of the Administrative Agent or the Lenders which would give rise to any Secured Obligations are outstanding.

7.15. Release of Security.

(a) At such time as this Security Agreement is terminated pursuant to Section 7.14 hereof, the Collateral shall be released from the first priority Liens created hereby, and this Security Agreement and obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party.  Further, Administrative Agent will (i) execute and deliver, solely at the Grantors’ expense and without any representations, warranties or recourse whatsoever, any UCC termination statements, lien releases, mortgage releases, re-assignments of trademarks, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably requested by the Borrower and necessary to release, as of record, any and all Liens and all notices of security interests and Liens previously filed by Agent with respect to the Obligations and (ii) return any possessory Collateral previously delivered to the Administrative Agent by a Grantor, solely at the request and expense of the applicable Grantor.  Further, solely to the extent this Security Agreement is terminated pursuant to Section 7.14 hereof, each Grantor is hereby authorized to file UCC amendments or termination statements evidencing the termination of the Liens so released.

(b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by Section 6.05 of the Shake Shack Credit Agreement, Administrative Agent will execute and deliver, solely at the Grantors’ expense and without any representations, warranties or recourse whatsoever, any UCC termination statements, lien releases, mortgage releases, re-assignments of trademarks, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably requested by the Borrower to release such Liens.

7.16. Entire Agreement.  This Security Agreement embodies the entire agreement and understanding between the Grantors and the Administrative Agent relating to the Collateral and

17

supersedes all prior agreements and understandings between the Grantors and the Administrative Agent relating to the Collateral.

7.17. CHOICE OF LAW.  THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

7.18. CONSENT TO JURISDICTION.  EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT AND EACH GRANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.  NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY ANY GRANTOR AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

7.19. WAIVER OF JURY TRIAL.  EACH GRANTOR, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

7.20. Indemnity.  Each Grantor hereby agrees to indemnify the Administrative Agent and the Lenders, and their respective successors, assigns, agents and employees, from and against any and all liabilities, damages, penalties, suits, costs, and expenses of any kind and nature (including, without limitation, all expenses of litigation or preparation therefor whether or not the Administrative Agent or any Lender is a party thereto) imposed on, incurred by or asserted against the Administrative Agent or the Lenders, or their respective successors, assigns, agents and employees, in any way relating to or arising out of this Security Agreement, including any claim for Patent, Trademark or Copyright infringement, or arising from the acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any Collateral (including, without limitation, latent and other defects, whether or not discoverable by the Administrative Agent, the Lenders, or any Grantor, in each case, other than in connection with the gross negligence or willful misconduct of the Administrative Agent or any Lender.

7.21. Counterparts.  This Security Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Security Agreement by signing any such counterpart.  Delivery of an executed counterpart of a signature page of this Security Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Security Agreement.

18

7.22. Renewal and Extension of Liens and Security Interests.  Each Grantor acknowledges that the pledge and grant of liens and security interests made by the Grantors to the Administrative Agent, for the benefit of the Lender Parties, in the Existing Security Agreement, are valid and subsisting, are not impaired or diminished hereby, and are extended and carried forward hereby to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Secured Obligations.

ARTICLE VIII.
NOTICES

8.1. Sending Notices.  Any notice required or permitted to be given under this Security Agreement shall be sent by United States mail, telecopier, personal delivery or nationally established overnight courier service, and shall be deemed received (a) when received, if sent by hand or overnight courier service, or mailed by certified or registered mail notices or (b) when sent, if sent by telecopier (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient), in each case addressed to the Grantors at the notice address set forth on Exhibit A, and to the Administrative Agent and the Lenders at the addresses set forth in, and accordance with Section 9.01 of the Shake Shack Credit Agreement.

8.2. Change in Address for Notices.  Each of the Grantors, the Administrative Agent and the Lenders may change the address for service of notice upon it by a notice in writing to the other parties.

8.3. Exhibits. Subject to compliance with the requirements set forth in Section 5.12 of the Shake Shack Credit Agreement, each Grantor may, from time to time, update the Exhibits attached hereto by delivering such updated Exhibits to the Administrative Agent at the address set forth in, and in accordance with, Section 9.01 of the Shake Shack Credit Agreement.

ARTICLE IX.
THE ADMINISTRATIVE AGENT

JPMorgan Chase Bank, N.A. has been appointed Administrative Agent for the Lenders hereunder pursuant to Article VIII of the Shake Shack Credit Agreement.  It is expressly understood and agreed by the parties to this Security Agreement that any authority conferred upon the Administrative Agent hereunder is subject to the terms of the delegation of authority made by the Lenders to the Administrative Agent pursuant to the Shake Shack Credit Agreement, and that the Administrative Agent has agreed to act (and any successor Administrative Agent shall act) as such hereunder only on the express conditions contained in such Article VIII.  Any successor Administrative Agent appointed pursuant to Article VIII of the Shake Shack Credit Agreement shall be entitled to all the rights, interests and benefits of the Administrative Agent hereunder.

[Signature Page Follows]

19

IN WITNESS WHEREOF, the Grantors and the Administrative Agent have executed this Security Agreement as of the date first above written.

	SSE HOLDINGS, LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
	SHAKE SHACK ENTERPRISES, LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
	UNION SQUARE HOSPITALITY GROUP, LLC
	By:	/s/ Xxxxx Xxxxxxxx
		Name: Xxxxx Xxxxxxxx
		Title: Chief Financial Officer
	SSE IP, LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
	SHAKE SHACK ENTERPRISES INTERNATIONAL, LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer

Shake Shack Pledge and Security Agreement

	CUSTARD’S FIRST STAND, LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
	SHAKE SHACK 000 XXXX 00xx XXXXXX LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
	SHAKE SHACK 152 EAST 86 LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
	SHAKE SHACK 366 COLUMBUS LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
	SHAKE SHACK 18th STREET NW WASHINGTON D.C. LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer

Shake Shack Pledge and Security Agreement

	SHAKE SHACK 0000 XXXXXXX XXXX LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
	SHAKE SHACK XXXXXX STREET PHILADELPHIA LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
	SHAKE SHACK WESTPORT LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
	SHAKE SHACK XXXXXX STREET BROOKLYN LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
	SHAKE SHACK CORAL GABLES, LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer

Shake Shack Pledge and Security Agreement

	SHAKE SHACK GRAND CENTRAL LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
	SHAKE SHACK WESTBURY LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
	SHAKE SHACK HARVARD SQUARE BOSTON LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
	SHAKE SHACK NEW HAVEN LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
	SHAKE SHACK DOMESTIC LICENSING LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer

Shake Shack Pledge and Security Agreement

	SHAKE SHACK BOSTON CHESTNUT HILL LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
	SHAKE SHACK BOCA RATON LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
	SHAKE SHACK 000 X XXXXXX LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
	SHAKE SHACK KING OF PRUSSIA LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
	SHAKE SHACK PARAMUS LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer

Shake Shack Pledge and Security Agreement

	SHAKE SHACK UNIVERSITY CITY PHILADELPHIA LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
	SHAKE SHACK UNITED KINGDOM LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
	SHAKE SHACK TURKEY LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
	SHAKE SHACK RUSSIA LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer
	SHAKE SHACK MIDDLE EAST LLC
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Chief Financial Officer

Shake Shack Pledge and Security Agreement

	X.X.XXXXXX XXXXX BANK, N.A.
	By:	/s/ Xxxxx XxXxxxxxx
	Name:			Xxxxx XxXxxxxxx
	Title:		Officer

Shake Shack Pledge and Security Agreement

EXHIBIT A

(See Sections 3.2, 3.3, 3.4 and 8.1 of Security Agreement)

NOTICE ADDRESS FOR UNION SQUARE HOSPITALITY GROUP, LLC

Union Square Hospitality Group

00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxx Xxxx (xxxxx@xxxxxxx.xxx), Xxxxx Xxxxxxxx (xxxxxxxxx@xxxxxxx.xxx) and Xxx

Xxxxxxx (xxxxxxxx@xxxxxxx.xxx)

NOTICE ADDRESS FOR ALL OTHER GRANTORS

SSE Holdings, LLC

00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxxx Xxxxxxx (xxxxxxxx@xxxxxxxxxx.xxx), Xxxx Xxxx (xxxxx@xxxxxxxxxx.xxx) and Xxx

Xxxxxxx (xxxxxxxx@xxxxxxx.xxx)

I. Name of Grantor, State of Incorporation or Organization, Type of Entity, Organizational Number, Federal Identification Number (Section 3.2 of Security Agreement)

Name of Grantor		State of Incorporation or Organization		Type of Entity		Organizational Number		Federal Identification Number
Union Square Hospitality Group, LLC		NY		Limited liability company		N/A		00-0000000
Custard’s First Stand, LLC		NY		Limited liability company		N/A		00-0000000
Shake Shack 366 Columbus LLC		NY		Limited liability company		N/A		00-0000000
Shake Shack Enterprises, LLC		NY		Limited liability company		N/A		00-0000000
Shake Shack 000 X 00 XXX		XX		Limited liability company		N/A		00-0000000
Shake Shack Enterprises International, LLC		NY		Limited liability company		N/A		00-0000000
SSE Holdings, LLC		DE		Limited liability company		N/A		00-0000000
SSE IP, LLC		DE		Limited liability		N/A		00-0000000

Name of Grantor		State of Incorporation or Organization		Type of Entity		Organizational Number		Federal Identification Number
				company
Shake Shack 0000 Xxxxxxx Xxxx LLC		NY		Limited liability company		N/A		00-0000000
Shake Shack 000 Xxxx 00xx Xxxxxx LLC		NY		Limited liability company		N/A		00-0000000
Shake Shack 000 Xxxxx Xxx Xxx XXX		XX		Limited liability company		N/A		00-0000000
Shake Shack 18th Street N.W. Washington D.C. LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack Xxxxxx Street Brooklyn LLC		NY		Limited liability company		N/A		00-0000000
Shake Shack Westport LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack Xxxxxx Street Philadelphia LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack Coral Gables, LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack Grand Central LLC		NY		Limited liability company		N/A		00-0000000
Shake Shack Westbury LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack Harvard Square Boston LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack New Haven LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack Domestic Licensing LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack Boca Raton LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack Boston Chestnut Hill LLC		DE		Limited liability company		N/A		00-0000000

Name of Grantor		State of Incorporation or Organization		Type of Entity		Organizational Number		Federal Identification Number
Shake Shack Chicago Ohio Street LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack Middle East LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack Russia LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack Turkey LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack United Kingdom LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack 000 X Xxxxxx LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack King of Prussia LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack Paramus LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack University City Philadelphia LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack Flatbush Brooklyn LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack Georgetown LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack Buckhead Atlanta LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack Las Vegas Park LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack Tysons Corner Fairfax County LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack Union Station Washington D.C. LLC		DE		Limited liability company		N/A		00-0000000

Name of Grantor		State of Incorporation or Organization		Type of Entity		Organizational Number		Federal Identification Number
Shake Shack Winter Park Orlando LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack DUMBO LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack South Xxxxx Xxxxxx LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack The Domain Austin LLC		DE		Limited liability company		N/A		00-0000000
Shake Shack Newbury Street Boston LLC		DE		Limited liability company		N/A		00-0000000

II. Place of Business (if it has only one) or Chief Executive Office (if more than one place of business) and Mailing Address (Section 3.3 of Security Agreement):

Name of Grantor		Place of Business		Mailing Address
Union Square Hospitality Group, LLC		00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000		00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000
Custard’s First Stand, LLC		Xxxxxxx Xxxxxx Xxxx Xxx Xxxx, XX 00000		0000 Xxxxxxxx Xxxxx 000 Xxx Xxxx, XX 00000
Shake Shack 366 Columbus LLC		000 Xxxxxxxx Xxx Xxx Xxxx, XX 00000		Same
Shake Shack Enterprises, LLC		00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000		Same
Shake Shack 000 X 00 LLC		000 X 00xx Xxxxxx Xxx Xxxx, XX 00000		Same
Shake Shack Enterprises International, LLC		00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000		Same
SSE Holdings, LLC		00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000		Same

Name of Grantor		Place of Business		Mailing Address
SSE IP, LLC		00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000		Same
Shake Shack 0000 Xxxxxxx Xxxx LLC		0000 Xxxxxxx Xxxx Xxxxx, XX 00000		Same
Shake Shack 000 Xxxx 00xx Xxxxxx LLC		000 0xx Xxxxxx Xxx Xxxx, XX 00000		Same
Shake Shack 000 Xxxxx Xxx Xxx LLC		000 Xxxxxx Xxxxxx Xxx Xxxx, XX 00000		Same
Shake Shack 18th Street NW Washington D.C. LLC		0000 00xx Xxxxxx XX Xxxxxxxxxx, X.X. 00000		Same
Shake Shack Xxxxxx Street Brooklyn LLC		000 Xxxxxx Xxxxxx Xxxxxxxx, XX 00000		Same
Shake Shack Westport LLC		0000 Xxxx Xxxx Xxxx Xxxxxxxx, XX 00000		Same
Shake Shack Xxxxxx Street Philadelphia LLC		0000-00 Xxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000		Same
Shake Shack Coral Gables, LLC		0000 Xxxxx Xxxxx Xxxxxxx (XX0) Xxxxx Xxxxxx, XX 00000		Same
Shake Shack Grand Central LLC		49 Grand Central Terminal Lower Level Dining Concourse Xxx Xxxx, XX 00000		Same
Shake Shack Westbury LLC		The Gallery at Westbury Plaza 000 Xxx Xxxxxxx Xxxx Xxxxxx Xxxx, XX 00000		Same
Shake Shack Harvard Square Boston LLC		00 Xxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000		Same
Shake Shack New Haven LLC		000 Xxxxxx Xxxxxx Xxx Xxxxx, XX 00000		Same
Shake Shack Domestic Licensing LLC		00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000		Same
Shake Shack Boca Raton LLC		0000 Xxxxxx Xxxx Xxxx Xxxxx, XX 00000		Same

Name of Grantor		Place of Business		Mailing Address
Shake Shack Boston Chestnut Hill LLC		00 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxx, XX 00000		Same
Shake Shack Chicago Ohio Street LLC(1)		000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000		c/o Shake Shack Enterprises, LLC 00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000
Shake Shack Middle East LLC		c/o Shake Shack Enterprises, LLC 00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000		Same
Shake Shack Russia LLC		c/o Shake Shack Enterprises, LLC 00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000		Same
Shake Shack Turkey LLC		c/o Shake Shack Enterprises, LLC 00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000		Same
Shake Shack United Kingdom LLC		c/o Shake Shack Enterprises, LLC 00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000		Same
Shake Shack 000 X Xxxxxx LLC		000 X Xxxxxx X.X. Xxxxxxxxxx, XX 00000		Same
Shake Shack King of Prussia LLC		The Plaza at King of Prussia 000 Xxxxx Xxxxx Xxxx, Xxxxx 000 Xxxx xx Xxxxxxx, XX 00000		Same
Shake Shack Paramus LLC		000 Xxxxx 00 Xxxxx Xxxxxxx, XX 00000		Same
Shake Shack Flatbush Brooklyn LLC(1)		000 Xxxxxxxx Xxxxxx Xxxxxxxx, XX 00000		c/o Shake Shack Enterprises, LLC 00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000
Shake Shack Georgetown LLC(2)		N/A		N/A

(1) Not open yet

(2) Lease terminated.

Name of Grantor		Place of Business		Mailing Address
Shake Shack University City Philadelphia LLC		0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000		c/o Shake Shack Enterprises, LLC 00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000
Shake Shack Buckhead Atlanta LLC(1)		0000 Xxxxxxxxx Xx. Xxxxxxx, XX 00000		c/o Shake Shack Enterprises, LLC 00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000
Shake Shack Las Vegas Park LLC(3)		New York-New York Hotel & Casino 0000 Xxx Xxxxx Xxxxxxxxx Xxxxx Xxx Xxxxx, XX 00000		c/o Shake Shack Enterprises, LLC 00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000
Shake Shack Tysons Corner Fairfax County LLC(1)		0000 Xxxxxx Xxx Xxxxx Xxxxxx Xxxxxx, XX 00000		c/o Shake Shack Enterprises, LLC 00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000
Shake Shack Union Station Washington D.C. LLC(1)		00 Xxxxxxxxxxxxx Xxx XX Xxxxxxxxxx, XX 00000		c/o Shake Shack Enterprises, LLC 00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000
Shake Shack Winter Park Orlando LLC(1)		000 X Xxxxxxx Xxxxxx, Xxxxx #000 Xxxxxx Xxxx, XX 00000		c/o Shake Shack Enterprises, LLC 00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000
Shake Shack DUMBO LLC(1)		0 Xxx Xxxxxx Xxxxxx Xxxxxxxx, XX 00000		c/o Shake Shack Enterprises, LLC 00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000
Shake Shack South Xxxxx Xxxxxx LLC(1)		0000 Xxxxx Xxxxx, Xxxxxxxx 0 Xxxxxx, Xxxxx 00000		c/o Shake Shack Enterprises, LLC 00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000
Shake Shack The Domain Austin LLC(1)		0000 Xxxxx Xxxxx Xxx 0 Xxxxxx, XX 00000		c/o Shake Shack Enterprises, LLC 00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000

(3) Location of property subject to change.

Name of Grantor		Place of Business		Mailing Address
Shake Shack Newbury Street Boston LLC(1)		000-000 Xxxxxxx Xxxxxx Xxxxxx, XX 00000		c/o Shake Shack Enterprises, LLC 00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000

III. Locations of Collateral (Section 3.4 of Security Agreement):

(a) Properties Owned by the Grantor:

None.

(b) Properties Leased by the Grantor (Include Landlord’s Name):

Name of Grantor		Property Address		Lease Details
Shake Shack 366 Columbus LLC		000 Xxxxxxxx Xxx Xxx Xxxx, XX 00000		Agreement of Lease, dated as of February 29, 2008, between 000 Xxxx 00xx Xxxxxx, LLC and Shake Shack 366 Columbus LLC
Shake Shack 0000 Xxxxxxx Xxxx LLC		0000 Xxxxxxx Xxxx Xxxxx, XX 00000		Lease, dated as of October 7, 2009, by and between MBEACH1, LLP and Shake Shack 0000 Xxxxxxx Xxxx LLC, as amended by Amendment to Lease, dated as of October 30, 2009
Shake Shack 000 X 00 LLC		000 X 00xx Xxxxxx Xxx Xxxx, XX 00000		Lease Agreement, dated as of December 7, 2009, between 85th Estates Company and Shake Shack 152 E 86 LLC, as amended by Amendment of Lease, dated as of March 16, 2010, as further amended by the Letter, dated as of August 3, 2010
Shake Shack 000 Xxxx 00xx Xxxxxx LLC		000 0xx Xxxxxx Xxx Xxxx, XX 00000		Lease, dated as of December 17, 2009, between West 44th Street Hotel LLC and Shake Shack 000 Xxxx 00xx Xx LLC
Shake Shack Xxxxxx Street Brooklyn LLC		000 Xxxxxx Xxxxxx Xxxxxxxx, XX 00000		Agreement of Lease, dated as of July 20, 2010, between Allied Property Group, LLC and Shake Shack Xxxxxx Street Brooklyn LLC
Shake Shack 18th Street NW Washington D.C. LLC		0000 00xx Xxxxxx XX Xxxxxxxxxx, X.X. 00000		Agreement of Lease, dated as of July 22, 2010, by and between Jemal Vent Limited Partnership and Shake Shack 18th Street NW Washington D.C. LLC
Shake Shack 000 Xxxxx Xxx Xxx LLC		000 Xxxxxx Xxxxxx Xxx Xxxx, XX 00000		Lease, dated as of July 29, 2010, between GS Site 25 Retail, LLC and Shake Shack 000 Xxxxx

				Xxx Xxx LLC
Shake Shack Xxxxxx Street Philadelphia LLC		0000-00 Xxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000		Net Lease, dated as of May 16, 2011, by and between Two Nuts L.P., Stefco Realty Corp., Serf Co., GEM Associates and ESR Associates acting through their agent, Midwood Management Corp., and Shake Shack Xxxxxx Street Philadelphia, LLC
Shake Shack Coral Gables LLC		0000 Xxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxx, XX 00000		Commercial Lease, dated as of July 27, 2011, between 1450 Partnership Ltd. and Shake Shack Coral Gables, LLC
Shake Shack Westport LLC		0000 Xxxx Xxxx Xxxx Xxxxxxxx, XX 00000		Commercial Lease, dated as of August 31, 2010, by and among X000 Xxxx 000xx Xxxxxx Associates, LP, Somerset Motel, LLC, Xxxxx Xxxxxxx, Xxxxxxxxx Xxxxx and Shake Shack Westport LLC
Shake Shack Westbury LLC		The Gallery at Westbury Plaza 000 Xxx Xxxxxxx Xxxx Xxxxxxxx, XX 00000		Indenture of Lease, dated as of November 4, 2011, by and between Equity One (Northeast Portfolio) Inc. and Shake Shack Westbury LLC
Shake Shack Grand Central LLC		Space Xxxxxx XX-00/00 Xxxxx Xxxxxxx Xxxxxxxx Xxx Xxxx, XX 00000		Lease Agreement, dated as of November 16, 2011, by and between Metropolitan Transportation Authority, acting by and through Metro-North Commuter Railroad Company, and Shake Shack Grand Central LLC
Shake Shack New Haven LLC		000 Xxxxxx Xxxxxx Xxx Xxxxx, XX 00000		Lease Agreement, dated as of December 23, 2011, between Yale University and Shake Shack New Haven LLC, as amended by the Letter, dated as of June 13, 2012
Shake Shack Boston Chestnut Hill LLC		00 Xxxxxxxx Xxxxxx Xxxxxxxx Xxxx, XX 00000		Indenture of Lease, dated as of April 30, 2012, between Chestnut Hill Shopping Center LLC and Shake Shack Boston Chestnut Hill LLC, as amended by Amendment No. 1 of Lease, dated as of December 11, 2013
Shake Shack Boca Raton LLC		0000 Xxxxxx Xxxx Xxxx Xxxxx, XX 00000		Lease, dated as of May 21, 2012, between UnCommon Ltd. And Shake Shack Boca Raton LLC, as amended by the Amendment to Lease, dated as of August 14, 2012, as further amended by the Second Amendment to Lease, dated as of December 21, 2012
Shake Shack Chicago Ohio Street LLC		000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx, XX 00000		Lease Agreement, dated as of June 11, 2012, by and between RN 116 Company, L.L.C. and Shake Shack Chicago Ohio Street LLC, as

				amended by the First Amendment of Lease, dated as of March 15, 2013
Shake Shack 000 X Xxxxxx LLC		000 X Xxxxxx X.X. Xxxxxxxxxx, XX 00000		Agreement of Lease, dated as of August 2, 2012, by and between Jemal’s Historic Row, LLC and Shake Shack 000 X Xxxxxx LLC
Shake Shack King of Prussia		The Plaza at King of Prussia 000 Xxxxx Xxxxx Xxxx, Xxxxx 000 Xxxx xx Xxxxxxx, XX 00000		Lease, dated as of September 28, 2012, by and between King of Prussia Associates, GP and Shake Shack King of Prussia LLC
Shake Shack Paramus LLC		000 Xxxxx 00 Xxxxx Xxxxxxx, XX 00000		Sublease, dated as of November 8, 2012, between Stacks Pancake House and Café, Inc. and Shake Shack Paramus LLC
Shake Shack University City Philadelphia LLC		0000 Xxxxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000		Retail Area Lease, dated as of December 26, 2012, by ACC OP (Chestnut PA) LLC and Shake Shack University City Philadelphia LLC, as amended by First Amendment to Retail Area Lease, dated as of August 8, 2013, as further amended by Second Amendment to Retail Area Lease, dated as of November 5, 2013
Shake Shack Buckhead Atlanta LLC		0000 Xxxxxxxxx Xx. Xxxxxxx, XX 00000		Lease, dated as of January 7, 2013 by and between OMB Buckhead Lender, LLC and Shake Shack Buckhead Atlanta LLC, as amended by the Amendment to Lease, dated as of September 9, 2013
Shake Shack Flatbush Brooklyn LLC		000 Xxxxxxxx Xxxxxx Xxxxxxxx, XX 00000		Agreement of Lease, dated as of January 21, 2013, by and between 162-170 Flatbush Associates LLC and Shake Shack Flatbush Brooklyn LLC
Custard’s First Stand, LLC		0000 Xxxxxxxx Xxxxx 000 Xxx Xxxx, XX 00000		Office Lease, dated as of February 27, 2013, between Kew Management Corporation and Custard’s First Stand, LLC
Shake Shack Harvard Square Boston LLC		00 Xxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000		Agreement of Lease, dated as of February 28, 2013, by and between Crimson Galeria Limited Partnership and Shake Shack Harvard Square Boston LLC, as amended by the First Amendment to Commercial Lease, dated as of July 22, 2013
Shake Shack Las Vegas Park LLC		New York-New York Hotel & Casino 0000 Xxx Xxxxx Xxxxxxxxx Xxxxx Xxx Xxxxx, XX 00000		Lease Agreement, dated as of April 12, 2013, between New York-New York Tower, LLC and Shake Shack Las Vegas Park LLC

Shake Shack Winter Park Orlando LLC		000 X Xxxxxxx Xxxxxx, Xxxxx #000 Xxxxxx Xxxx, XX 00000		Lease Agreement, dated as of June 27, 2013 between Lakeside Winter Park, LLC and Shake Shack Winter Park Orlando LLC
Shake Shack Tysons Corner Fairfax County LLC		0000 Xxxxxx Xxx Xxxxx Xxxxxx Xxxxxx, XX 00000		Lease Agreement, dated as of July 1, 2013 by and between Tysons Corner Holdings LLC and Shake Shack Tysons Corner Fairfax County LLC
Shake Shack DUMBO LLC		0 Xxx Xxxxxx Xxxxxx Xxxxxxxx, XX 00000		Agreement of Lease, dated as of July 15, 2013, by and between DUMBO LLC and Shake Shack DUMBO LLC, as amended by First Amendment to Lease, dated as of July 22, 2013
Shake Shack Union Station Washington D.C. LLC		00 Xxxxxxxxxxxxx Xxx XX Xxxxxxxxxx, XX 00000		Lease Agreement, dated as of July 16, 2013, by and between Union Station Investco, LLC and Shake Shack Union Station DC LLC
Shake Shack Enterprises, LLC		00 Xxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxx Xxxx, XX 00000		Office Lease, dated as of October 1, 2013, between X. Xxxxx Family LLC and Shake Shack Enterprises, LLC
Shake Shack South Xxxxx Xxxxxx LLC		0000 Xxxxx Xxxxx, Xxxxxxxx 0 Xxxxxx, Xxxxx 00000		Lease Agreement, dated as of October 15, 2013, between GDG South Xxxxx Plaza LP and Shake Shack South Xxxxx Xxxxxx LLC
Custard’s First Stand, LLC		Xxxxxxx Xxxxxx Xxxx Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000		License Agreement, dated as of October 22, 2013, between City of New York Department of Parks & Recreation and Custard’s First Stand LLC
Shake Shack Newbury Street Boston LLC		000-000 Xxxxxxx Xxxxxx Xxxxxx, XX 00000		Lease, dated as of November 15, 2013, between Jamestown 000-000 Xxxxxxx Xxxxxx, Limited Partnership and Shake Shack Newbury Street Boston LLC
Shake Shack The Domain Austin LLC		0000 Xxxxx Xxxxx Xxx 0 Xxxxxx, XX 00000		Lease, dated as of December 5, 2013, by and between The Domain Mall, LLC and Shake Shack The Domain Austin LLC

(c) Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements (include name of Warehouse Operator or other Bailee or Consignee):

None.

EXHIBIT B

(See Section 3.5 of Security Agreement)

DEPOSIT ACCOUNTS

Name of Grantor		Name of Institution		Account Number		Description of Deposit Account
SSE Holdings, LLC		JPMorgan Chase Bank				Operating Account
SSE Holdings, LLC		JPMorgan Chase Bank				Master Deposit Account
Shake Shack Enterprises, LLC		JPMorgan Chase Bank				Operating Account
Shake Shack Enterprises, LLC		JPMorgan Chase Bank				Money market
Shake Shack Enterprises, LLC		JPMorgan Chase Bank				LOC
Shake Shack Enterprises, LLC		JPMorgan Chase Bank				SSE Payroll Account
Shake Shack Enterprises, LLC		JPMorgan Chase Bank				SSE ACH Account
Custard’s First Stand, LLC		JPMorgan Chase Bank				Operating Account
Custard’s First Stand, LLC		JPMorgan Chase Bank				Payroll Account
Shake Shack 366 Columbus, LLC		JPMorgan Chase Bank				Operating Account
Shake Shack 366 Columbus, LLC		JPMorgan Chase Bank				Payroll Account
Shake Shack Xxxxxx Street Brooklyn LLC		JPMorgan Chase Bank				Operating Account
Shake Shack Xxxxxx Street Brooklyn LLC		JPMorgan Chase Bank				Payroll Account
Shake Shack 000 Xxxxx Xxx Xxx LLC		JPMorgan Chase Bank				Operating Account
Shake Shack 000 Xxxxx Xxx Xxx LLC		JPMorgan Chase Bank				Payroll Account
Shake Shack 18th Street NW Washington D.C. LLC		JPMorgan Chase Bank				Operating Account
Shake Shack 18th Street NW Washington D.C. LLC		JPMorgan Chase Bank				Payroll Account
Shake Shack 0000 Xxxxxxx Xxxx LLC		JPMorgan Chase Bank				Operating Account
Shake Shack 0000 Xxxxxxx Xxxx LLC		JPMorgan Chase Bank				Payroll Account
Shake Shack 000 Xxxx 00xx Xxxxxx, LLC		JPMorgan Chase Bank				Operating Account

Shake Shack 000 Xxxx 00xx Xxxxxx LLC		JPMorgan Chase Bank				Payroll Account
Shake Shack Westport LLC		JPMorgan Chase Bank				Operating Account
Shake Shack Westport LLC		JPMorgan Chase Bank				Payroll Account
Shake Shack 000 X 00 LLC		JPMorgan Chase Bank				Operating Account
Shake Shack 000 X 00 LLC		JPMorgan Chase Bank				Payroll Account
Shake Shack Coral Gables, LLC		JPMorgan Chase Bank				Operating Account
Shake Shack Coral Gables, LLC		JPMorgan Chase Bank				Payroll Account
Shake Shack Grand Central LLC		JPMorgan Chase Bank				Operating Account
Shake Shack Grand Central LLC		JPMorgan Chase Bank				Payroll Account
Shake Shack New Haven LLC		JPMorgan Chase Bank				Operating Account
Shake Shack New Haven LLC		JPMorgan Chase Bank				Payroll Account
Shake Shack Xxxxxx Street Philadelphia LLC		JPMorgan Chase Bank				Operating Account
Shake Shack Xxxxxx Street Philadelphia LLC		JPMorgan Chase Bank				Payroll Account
Shake Shack Westbury LLC		JPMorgan Chase Bank				Operating Account
Shake Shack Westbury LLC		JPMorgan Chase Bank				Payroll Account
Shake Shack Boston Chestnut Hill, LLC		JPMorgan Chase Bank				Operating Account
Shake Shack Boca Raton LLC		JPMorgan Chase Bank				Operating Account
Shake Shack 000 X Xxxxxx LLC		JPMorgan Chase Bank				Operating Account
Shake Shack King of Prussia LLC		JPMorgan Chase Bank				Operating Account
Shake Shack University City Philadelphia LLC		JPMorgan Chase Bank				Operating Account
Shake Shack Paramus LLC		JPMorgan Chase Bank				Operating Account
Shake Shack Harvard Square Boston LLC		JPMorgan Chase Bank				Operating Account
Shake Shack Flatbush Brooklyn LLC		JPMorgan Chase Bank				Operating Account

EXHIBIT C

(See Section 3.7 of Security Agreement and Definition of “Commercial Tort Claim”)

LETTER OF CREDIT RIGHTS

None.

CHATTEL PAPER

None.

COMMERCIAL TORT CLAIMS

None.

EXHIBIT D

(See Section 3.8 and 3.9 of Security Agreement)

INTELLECTUAL PROPERTY RIGHTS

PATENTS AND PATENT APPLICATIONS

None.

TRADEMARKS

See attached.

TRADEMARK APPLICATIONS

See attached.

COPYRIGHTS AND COPYRIGHT APPLICATIONS

None.

INTELLECTUAL PROPERTY LICENSES

Name of Grantor		Name of Agreement		Date of Agreement		Parties to Agreement
Shake Shack Domestic Licensing LLC		Master License Agreement		January 1, 2012		Xxxxxx Yards Sports & Entertainment LLC and Shake Shack Domestic Licensing LLC
Shake Shack Domestic Licensing LLC		License Agreement		November 8, 2012		SSP America JFK, LLC and Shake Shack Domestic Licensing LLC
Shake Shack Middle East LLC		Country Restaurant License Agreement (Middle East)		June 13, 2012		Alshaya Trading Co. W.L.L. and Shake Shack Middle East LLC
Shake Shack Russia LLC		Country Restaurant License Agreement (Russia)		June 1, 2013		Dine Group LLC and Shake Shack Russia LLC
Shake Shack Turkey LLC		Country Restaurant License Agreement (The Republic of Turkey)		June 13, 2012		Shaya Magazacilik A.S. and Shake Shack Turkey LLC
Shake Shack United Kingdom LLC		Country Restaurant License Agreement (United Kingdom)		May 15, 2013		Lounge Dining Ltd. And Shake Shack United Kingdom LLC

TRADEMARKS AND TRADEMARK APPLICATIONS

Trademark

Country

Status

App. No

Filing Date

Reg. No.

Reg. Date

Renewal Date

Goods/Services

+1 REWARDS

United States

Registered

77/576561

9/23/2008

3594857

3/24/2009

3/24/2019

35 Int. Providing incentive award programs through the issuance and processing of prepaid stored value cards for frequent use of participating restaurants

BLUE SMOKE

European Community

Registered

009063678

4/28/2010

009063678

10/12/2010

4/28/2020

43 Int. Restaurant services; providing food and drink; bar services and catering services

BLUE SMOKE

Japan

Registered

2008-029739

4/16/2008

5180642

11/14/2008

11/14/2018

30 Int. Barbecue sauce; spices 43 Int. Providing foods and beverages

BLUE SMOKE

United States

Registered

75/796502

9/10/1999

2601747

7/30/2002

7/30/2022

30 Int. Barbecue sauce and spices 42 Int. Restaurant services

BLUE SMOKE

United States

Registered

77/197570

6/5/2007

3378050

2/5/2008

2/5/2018

43 Int. Catering services; contract food services

BLUE SMOKE

United States

Registered

77/805670

8/17/2009

3767215

3/30/2010

3/30/2020

30 Int. Confections, namely, candy

BLUE SMOKE

United States

Registered

85/158165

10/21/2010

3974376

6/7/2011

6/7/2021

30 Int. Bakery products, namely, cookies, fruit bars, cupcakes, breads, cakes and pies

35 Int. Retail bakery services

BLUE SMOKE

Canada

Registered

1188579

9/9/2003

641665

6/8/2005

6/8/2020

CA Int. Barbecue sauce and spices Restaurant services

BLUE SMOKE

United States

Registered

78/529325

12/8/2004

3349412

12/4/2007

12/4/2017

29 Int. Roasted peanuts and potato chips 30 Int. Sandwiches 32 Int. Ale 33 Int. Bourbon

BOX FRITES

United States

Registered

77/608693

11/6/2008

3807858

6/22/2010

6/22/2020

43 Int. Providing food and drink

CAROLINA KICK

United States

Registered

77/349337

12/11/2007

3541516

12/2/2008

12/2/2018

30 Int. Barbecue sauce

EL VERANO TAQUERIA & DESIGN

United States

Registered

77/621105

11/24/2008

4049622

11/1/2011

11/1/2021

43 Int. Providing food and drink; restaurant services

ELEVEN MADISON PARK

United States

Registered

75/369415

10/7/1997

2406631

11/21/2000

11/21/2020

42 Int. Restaurant services

GRAMERCY TAVERN

European Community

Registered

008218844

4/15/2009

008218844

9/24/2009

4/15/2019

43 Int. Restaurant services

GRAMERCY TAVERN

United States

Registered

75/255450

3/11/1997

2271356

8/24/1999

8/24/2019

42 Int. Restaurant services

HQ

United States

Registered

85188919

12/2/10

4141037

5/15/12

35 Business and Consulting Services; 41 Educational Services

United States

Registered

77929220

2/5/10

3960474

5/17/11

35 Business and Consulting Services; 41 Educational Services

United States

Registered

77929181

2/5/10

3960473

5/17/11

35 Business and Consulting Services; 41 Educational

Services

HOSPITALITY QUOTIENT

United States

Registered

77928516

2/4/10

3960472

5/17/11

35 Business and Consulting Services; 00 Xxxxxxxxxxx Xxxxxxxx

XXXXXX XXXXX XXXXXXXX

Xxxxxx Xxxxxx

Pending

85/949859

6/4/2013

43 Int. Catering; contract food services

XXXXXX YARDS SPORTS & ENTERTAINMENT

United States

Registered

77/533731

7/29/2008

3656089

7/14/2009

7/14/2019

43 Int. Providing food and drink; catering services

K.C. RECIPE

United States

Registered

77/358143

12/21/2007

3447222

6/10/2008

6/10/2018

30 Int. Barbecue sauce

MAIALINO

United States

Registered

77/830538

9/20/2009

3908913

1/18/2011

1/18/2021

43 Int. Restaurant services

TABLA

United States

Registered

75/979849

5/19/1998

2404904

11/14/2000

11/14/2020

42 Int. Restaurant services featuring Indian influenced cuisine

TABLA

Canada

Registered

1190640

9/15/2003

673259

9/25/2006

9/25/2021

CA Int. Spices; restaurant services featuring Indian influenced cuisine

TABLA

United States

Registered

78/931194

7/17/2006

3337375

11/13/2007

11/13/2017

30 Int. Chutney 43 Int. Restaurant services

TABLA

Japan

Registered

2007-036441

4/12/2007

5113001

2/22/2008

2/22/2018

30 Int. Confectionery, bread and buns; spices; chutney 43 Int. Providing foods and beverages

TABLA

United States

Registered

77/261550

8/22/2007

3655311

7/14/2009

7/14/2019

29 Int. Packaged meals consisting primarily of meat, fish, poultry, seafood or vegetables; meat; fish; seafood; poultry; prepared begetables 30 Int. Packaged

meals consisting primarily of pasta or rice

TABLATINI

United States

Registered

77/976859

4/16/2007

3612426

4/28/2009

4/28/2019

33 Int. Alcoholic beverages, namely, vodka-based alcoholic drinks

UNION SQUARE CAFE

United States

Registered

74/011824

12/18/1989

1646379

5/28/1991

5/28/2021

42 Int. Restaurant services

UNION SQUARE CAFE

Japan

Registered

2006-052753

6/7/2006

5029868

3/2/2007

3/2/2017

30 Int. Binding agents for ice cream; meat tenderizers for household purposes; preparations for stiffening whipped cream; aromatic preparations for food (not from essential oils); tea; coffee and cocoa; ice; confectionery, bread and bus; seasonings; spices; ice cream mixes; sherbet mixes; unroasted coffee (unprocessed); cereal preparations; almond paste; Chinese stuffed dumplings (gyoza, cooked); sandwiches; Chinese steamed dumplings (shamai, cooked); sushi; fried balls of batter mix with small pieces of octopus (takoyaki); steamed buns stuffed with minced meat (niki-manjuh); hamburgers (prepared); pizzas (prepared); box lunches (prepared); hot dogs (prepared);

meat pies (prepared); ravioli (prepared); yeast powder; fermenting malted rice (koji); yeast; baking powder; instant confectionery mixes; sake lees (for food); husked rice; husked oats; husked barley; flour for food; gluten for food

UNION SQUARE CAFE & Design

Japan

Registered

2006-019333

3/6/2006

4980116

8/18/2006

8/18/2016

43 Int. Providing foods and beverages

UNION SQUARE CAFE & Design

United States

Registered

75/255452

3/11/1997

2138978

2/24/1998

2/24/2018

42 Int. Restaurant services

UNION SQUARE EVENTS

United States

Registered

77/959540

3/15/2010

3952233

4/26/2011

4/26/2021

43 Int. Catering and food preparation service; providing food and drink; restaurant services

UNION SQUARE HOSPITALITY GROUP

United States

Registered

77/025043

10/19/2006

3709051

11/10/2009

11/10/2019

35 Int. Restaurant management services for others 43 Int. Restaurant services; consulting services in the field of hospitality

UNION SQUARE TOKYO

Japan

Registered

2006-084747

9/12/2006

5086507

10/26/2007

10/26/2017

43 Int. Providing food and beverages

EXHIBIT D

(Section 3.8 and 3.9 of the Security Agreement)

INTELLECTUAL PROPERTY RIGHTS

TRADEMARKS AND TRADEMARK APPLICATIONS (As of January 27, 2014)

Owner

Trademark

Country

Application No.

Registration No

Registration Date

Classes

Status

Argentina

SSE IP, LLC

SHACK BURGER

Argentina

3176967

30

Pending

SSE IP, LLC

SHAKE SHACK

Argentina

3176968

2604947

Nov 5 2013

43

Registered

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Argentina

3176970

2604948

Nov 5 2013

43

Registered

SSE IP, LLC

Shake Shack (Burger Logo Only)

Argentina

3176969

2604945

Nov 5 2013

43

Registered

Australia

SSE IP, LLC

SHACK BURGER

Australia

1053888

1053888

Sep 13 2010

30

Registered

SSE IP, LLC

SHACK BURGER

Australia

1392189

1392189

Sep 13 2010

30

Registered

SSE IP, LLC

SHAKE SHACK

Australia

1555844

43

Pending

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Australia

1054038

1054038

Sep 22 2010

43

Registered

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Australia

1392229

1392229

Sep 22 2010

43

Registered

SSE IP, LLC

Shake Shack (Burger Logo Only)

Australia

1555849

43

Pending

SSE IP, LLC

Shake Shack 3-D IBeam Design Xxxx

Australia

1555843

43

Pending

Bahrain

Shake Shack Enterprises LLC

SHACK BURGER

Bahrain

77406

30

Pending

Shake Shack Enterprises LLC

SHAKE SHACK

Bahrain

77405

43

Pending

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Bahrain

93788

43

Pending

SSE IP, LLC

Shake Shack (Burger Logo Only)

Bahrain

93787

43

Pending

Brazil

SSE IP, LLC

SHACK BURGER

Brazil

840158637

30

Pending

SSE IP, LLC

SHAKE SHACK

Brazil

830797793

43

Pending

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Brazil

840158645

43

Pending

SSE IP, LLC

Shake Shack (Burger Logo Only)

Brazil

840158653

43

Pending

SSE IP, LLC

Shake Shack 3-D IBeam Design Xxxx

Xxxxxx

905261496

43

Pending

Canada

Shake Shack (Burger Logo Only)

Canada

Never Filed

SSE IP, LLC

SHACK BURGER

Canada

1342820

818823

Mar 1 2012

30

Registered

SSE IP, LLC

SHAKE SHACK

Canada

1290365

not registered

Abandoned

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Canada

1566788

TMA847464

Apr 3 2013

Registered

SSE IP, LLC

Shake Shack 3-D IBeam Design Xxxx

Canada

1583920

43

Pending

SSE IP, LLC

SHAKE SHACK Design

Canada

1566789

TMA847468

Apr 3 0000

Xxxxxxxxxx

Xxxxx Xxxxxx Hospitality Group, LLC

SHACK

Canada

1426151

not registered

Abandoned

Chile

SSE IP, LLC

SHACK BURGER

Chile

1016479

1020091

Jul 8 2013

30

Registered

SSE IP, LLC

SHAKE SHACK

Chile

1016478

1001096

Mar 20 2013

43

Registered

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Chile

1016896

997594

Mar 7 2013

43

Registered

SSE IP, LLC

Shake Shack (Burger Logo Only)

Chile

43

Never Filed

China

SSE IP, LLC

SHACK

China

7187754

7187754

Jul 21 2010

30

Registered

SSE IP, LLC

SHACK BURGER

China

6020511

6020511

Dec 28 2009

30

Registered

SSE IP, LLC

SHAKE SHACK

China

5216884

5216884

Sep 14 2009

43

Registered

SSE IP, LLC

SHAKE SHACK & Design (b/w)

China

11410358

43

Pending

SSE IP, LLC

Shake Shack (Burger Logo Only)

China

Never Filed

SSE IP, LLC

Shake Shack 3-D IBeam Design Xxxx

China

Not yet filed

Colombia

SSE IP, LLC

SHACK BURGER

Colombia

0000000000

30

Pending

SSE IP, LLC

SHAKE SHACK

Colombia

0000000000

463574

Dec 26 2012

43

Registered

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Colombia

0000000000

463576

Dec 26 2012

43

Registered

SSE IP, LLC

Shake Shack (Burger Logo Only)

Colombia

0000000000

463577

Dec 26 2012

43

Registered

CTM

SSE IP, LLC

Not a word xxxx

CTM

011474137

25,30,43

Pending

SSE IP, LLC

SHACK XXXXXX

XXX

0000000

1053888

Sep 13 2010

30

Registered

SSE IP, LLC

SHAKE SHACK

CTM

009371444

009371444

Feb 25 2011

25,30,43

Registered

SSE IP, LLC

SHAKE SHACK & Design (b/w)

CTM

1054038

1054038

Sep 22 2010

43

Registered

SSE IP, LLC

Shake Shack (Burger Logo Only)

CTM

010911956

010911956

Apr 25 2013

25,30,43

Registered

SSE IP, LLC

Shake Shack 3-D IBeam Design Xxxx

CTM

43

Not yet filed

Egypt

SSE IP, LLC

SHACK BURGER

Egypt

234111

234111

Jul 21 2009

30

Registered

SSE IP, LLC

SHAKE SHACK

Egypt

234112

234112

Aug 14 2011

43

Registered

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Egypt

280606

43

Pending

SSE IP, LLC

Shake Shack (Burger Logo Only)

Egypt

Never Filed

France

SHACK BURGER

France

073493970

073493970

Feb 28 2007

30

Registered

SHAKE SHACK

France

063411227

063411227

Feb 20 2006

43

Registered

Union Square Hospitality Group, LLC

SHACK

France

093626470

093626470

Feb 2 2009

30

Registered

Germany

SHACK

Germany

302009005992.6/30

302009005992

Apr 9 2009

30

Registered

Union Square Hospitality Group, LLC

SHACK BURGER

Germany

307237206

30723720

Jun 27 2007

30

Registered

Union Square Hospitality Group, LLC

SHAKE SHACK

Germany

306123754

30612375

Apr 24 2006

43

Registered

Hong Kong

SSE IP, LLC

SHACK BURGER Shack Burger shack burger

Hong Kong

301714112

301714112

Sep 13 2010

30

Registered

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Hong Kong

302276406

43

Pending

SSE IP, LLC

Shake Shack (Burger Logo Only)

Hong Kong

302276415

43

Pending

SSE IP, LLC

Shake Shack 3-D IBeam Design Xxxx

Xxxx Kong

302324222

302324222

43

Registered

SSE IP, LLC

SHAKE SHACK Shake Shack shake shack

Hong Kong

301714121

301714121

Sep 13 2010

30,43

Registered

India

SSE IP, LLC

SHACK BURGER

India

30

Pending

SSE IP, LLC

SHAKE SHACK

India

43

Pending

SSE IP, LLC

SHAKE SHACK & Design (b/w)

India

2345439

43

Pending

SSE IP, LLC

Shake Shack (Burger Logo Only)

India

43

Pending

SSE IP, LLC

Shake Shack 3-D IBeam Design Xxxx

India

43

Not yet filed

Israel

SSE IP, LLC

(Device Only)

Israel

233367

233367

Mar 5 2012

43

Registered

SSE IP, LLC

SHACK BURGER

Israel

233368

233368

Mar 5 2012

30

Registered

SSE IP, LLC

SHAKE SHACK

Israel

254908

43

Pending

SSE IP, LLC

Shake Shack (Burger Logo Only)

Israel

254907

43

Pending

SSE IP, LLC

Shake Shack 3-D IBeam Design Xxxx

Xxxxxx

43

Not yet filed

Japan

SSE IP, LLC

SHACK

Japan

2009-006806

0000000

Aug 28 2009

30

Registered

SSE IP, LLC

SHACK BURGER

Japan

2007-036440

0000000

Mar 21 2008

30

Registered

SSE IP, LLC

SHAKE SHACK

Japan

2006-019331

0000000

Jul 21 2006

43

Registered

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Japan

2012044904

0000000

Nov 22 2012

43

Registered

SSE IP, LLC

Shake Shack (Burger Logo Only)

Japan

Never Filed

SSE IP, LLC

Shake Shack 3-D IBeam Design Xxxx

Japan

43

Not yet filed

Jordan

SSE IP, LLC

SHACK BURGER

Jordan

108198

108198

Jul 21 2009

30

Registered

SSE IP, LLC

SHAKE SHACK

Jordan

108252

108252

Jul 21 2009

43

Registered

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Jordan

124541

124541

May 30 2012

43

Registered

SSE IP, LLC

Shake Shack (Burger Logo Only)

Jordan

Never Filed

Kuwait

SSE IP, LLC

SHACK BURGER

Kuwait

104569

91010

Dec 20 2010

30

Registered

SSE IP, LLC

SHAKE SHACK

Kuwait

104568

87611

Jul 12 2009

43

Registered

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Kuwait

134284

43

Pending

SSE IP, LLC

Shake Shack (Burger Logo Only)

Kuwait

134285

43

Pending

SSE IP, LLC

Shake Shack 3-D IBeam Design Xxxx

Kuwait

43

Not yet filed

Lebanon

SSE IP, LLC

SHACK BURGER

Lebanon

4618

122942

Jul 10 2009

30

Registered

SSE IP, LLC

SHAKE SHACK

Lebanon

4619

122943

Jul 10 2009

43

Registered

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Lebanon

5074

143686

Jun 15 2012

43

Registered

SSE IP, LLC

Shake Shack (Burger Logo Only)

Lebanon

5075

143638

Jun 14 2012

43

Registered

Mexico

SSE IP, LLC

SHACK

Mexico

987193

1155708

Apr 29 2010

30

Registered

SSE IP, LLC

SHACK BURGER

Mexico

847927

1061899

Sep 23 2008

30

Registered

SSE IP, LLC

SHAKE SHACK

Mexico

767004

938127

Jun 13 2006

43

Registered

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Mexico

43

Pending

SSE IP, LLC

Shake Shack (Burger Logo Only)

Mexico

43

Pending

SSE IP, LLC

Shake Shack 3-D IBeam Design Xxxx

Mexico

43

Not yet filed

Morocco

SSE IP, LLC

SHACK BURGER

Morocco

152489

30

Pending

SSE IP, LLC

SHAKE SHACK

Morocco

152486

43

Pending

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Morocco

152485

43

Pending

SSE IP, LLC

Shake Shack (Burger Logo Only)

Morocco

152487

43

Pending

SSE IP, LLC

Shake Shack 3-D IBeam Design Xxxx

Morocco

152488

43

Pending

New Zealand

SSE IP, LLC

SHACK BURGER

New Zealand

976965

976965

May 8 2013

30

Registered

SSE IP, LLC

SHAKE SHACK

New Zealand

976966

43

Pending

SSE IP, LLC

SHAKE SHACK & Design (b/w)

New Zealand

976964

43

Pending

SSE IP, LLC

Shake Shack (Burger Logo Only)

New Zealand

976967

43

Pending

SSE IP, LLC

Shake Shack 3-D IBeam Design Xxxx

New Zealand

976962

43

Pending

Norway

SHACK BURGER

Norway

A0021233

1053888

Sep 13 2010

30

Registered

SSE IP, LLC

SHACK BURGER

Norway

1053888

1053888

Sep 13 2010

30

Registered

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Norway

1054038

1054038

Sep 22 2010

43

Registered

Oman

SSE IP, LLC

SHACK BURGER

Oman

57921

57921

Dec 14 2010

29

Registered

SSE IP, LLC

SHAKE SHACK

Oman

57922

57922

Dec 14 2010

43

Registered

Peru

SSE IP, LLC

SHAKE SHACK

Peru

494414

72987

Aug 15 2012

43

Registered

Qatar

Shake Shack Enterprises LLC

SHACK BURGER

Qatar

58367

Feb 20 2012

30

Registered

SSE IP, LLC

SHAKE SHACK

Qatar

58366

Aug 9 2009

42

Registered

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Qatar

79019

42

Pending

Qatar

SSE IP, LLC

Shake Shack (Burger Logo Only)

79020

42

Pending

SSE IP, LLC

Shake Shack 3-D IBeam Design Xxxx

Qatar

42

Not yet filed

Republic of Korea (South)

SSE IP, LLC

SHACK BURGER

Republic of Korea (South)

1053888

1053888

Sep 13 2010

30

Registered

SSE IP, LLC

SHAKE SHACK

Republic of Korea (South)

41201217758

Apr 12 2013

43

Registered

SHAKE SHACK & Design (color)

SSE IP, LLC

Republic of Korea (South)

4520101927 4537642

Dec 27 2011

29,30,32,43,2900020,2900371,3000385,3200032,4300011

Registered

SSE IP, LLC

Shake Shack (Burger Logo Only)

Republic of Korea (South)

41201217759

Sep 2 2013

43

Registered

SSE IP, LLC

Shake Shack 3-D IBeam Design Xxxx

Republic of Korea (South)

43

Not yet filed

Russian Federation

SSE IP, LLC

SHACK BURGER

Russian

1053888

1053888

Sep 13 2010

30

Registered

Federation

SSE IP, LLC

SHACK BURGER

Russian Federation

A0021233

1053888

Sep 13 2010

30

Registered

SSE IP, LLC

SHAKE SHACK

Russian Federation

2012716459

495995

Sep 12 2013

43

Registered

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Russian Federation

1054038

1054038

Sep 22 2010

43

Registered

SSE IP, LLC

Shake Shack (Burger Logo Only)

Russian Federation

43

Never Filed

SSE IP, LLC

Shake Shack 3-D IBeam Design Xxxx

Russian Federation

43

Not yet filed

Saudi Arabia

SSE IP, LLC

SHACK BURGER

Saudi Arabia

145821

127639

Sep 11 2011

30

Registered

SSE IP, LLC

SHAKE SHACK

Saudi Arabia

145822

127640

Sep 11 2011

43

Registered

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Saudi Arabia

194282

43

Pending

SSE IP, LLC

Shake Shack

Saudi

194283

43

Pending

(Burger Logo Only) Arabia

SSE IP, LLC

Shake Shack 3-D IBeam Design Xxxx

Saudi Arabia

Never Filed

Singapore

SSE IP, LLC

SHACK BURGER

Singapore

1053888

1053888

Sep 13 2010

30

Refused

SSE IP, LLC

SHACK BURGER

Singapore

T1208136F

30

Registered

SSE IP, LLC

SHAKE SHACK

Singapore

T1208137D

43

Pending

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Singapore

1054038

1054038

Sep 22 2010

43

Registered

SSE IP, LLC

Shake Shack (Burger Logo Only)

Singapore

T1208139J

43

Registered

South Africa

SSE IP, LLC

SHACK BURGER

South Africa

201309911

30

Pending

SHACK BURGER

SSE IP, LLC

SHAKE SHACK

South Africa

201309910

43

Pending

SSE IP, LLC

SHAKE SHACK & Design (b/w)

South Africa

201309908

43

Pending

SSE IP, LLC

Shake Shack (Burger Logo Only)

South Africa

201309909

43

Pending

SSE IP, LLC

Shake Shack 3-D IBeam Design Xxxx

Xxxxx Africa

201311346

43

Pending

Switzerland

SSE IP, LLC

SHACK BURGER

Switzerland

1053888

1053888

Sep 13 2010

30

Registered

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Switzerland

1054038

1054038

Sep 22 2010

43

Registered

Taiwan

SSE IP, LLC

SHACK BURGER

Taiwan

101037628

30

Pending

SSE IP, LLC

SHAKE SHACK

Taiwan

101037631

1571391

Mar 16 2013

43

Registered

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Taiwan

101037629

1571389

Mar 16 2013

43

Registered

SSE IP, LLC

Shake Shack (Burger Logo Only)

Taiwan

101037630

1571390

Mar 16 2013

43

Registered

Turkey

SSE IP, LLC

SHACK BURGER

Turkey

1053888

1053888

Sep 13 2010

30

Registered

SSE IP, LLC

SHAKE SHACK

Turkey

201246438

201246438

May 27 2013

43

Registered

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Turkey

1054038

1054038

Sep 22 2010

43

Registered

SSE IP, LLC

Shake Shack 3-D IBeam Design Xxxx

Turkey

201260292

Pending

United Arab Emirates

Shake Shack Enterprises LLC

SHACK BURGER

United Arab Emirates

131053

30

Pending

Shake Shack Enterprises LLC

SHAKE SHACK

United Arab Emirates

131054

43

Pending

SSE IP, LLC

SHAKE SHACK & Design (b/w)

United Arab Emirates

174022

43

Pending

SSE IP, LLC

Shake Shack (Burger Logo Only)

United Arab Emirates

Never Filed

SSE IP, LLC

Shake Shack 3-D IBeam Design Xxxx

United Arab Emirates

177215

Pending

United Kingdom

SSE IP, LLC

shake shack

United Kingdom

2406202

2406202

Nov 10 2005

29,30,43

Registered

SSE IP, LLC

The Shake Shack

United Kingdom

2397532

2397532

Jul 22 2005

29,30,43

Registered

United States of America

SSE IP, LLC

DOG XXXXXXX

United States of America

85878867

30

Xxxxxxx

XXX XX, XXX

XXXXX 0 0

Xxxxxx Xxxxxx xf America

85878811

32

Xxxxxxx

XXX XX, XXX

XXXXX XXXXXX

Xxxxxx Xxxxxx xf America

77671394

3658043

Jul 21 2009

30

Registered

SSE IP, LLC

SHACK BURGER

United States of America

77118990

3724146

Dec 15  2009

30

Registered

SSE IP, LLC

SHACK CAM

United States of America

77671427

3760070

Mar 16 2010

38

Registered

SSE IP, LLC

SHACK RED

United States of America

85878841

33

Xxxxxxx

XXX XX, XXX

XXXXX XXXXX

Xxxxxx Xxxxxx xf America

77671403

3658044

Jul 21 2009

30

Registered

SSE IP, LLC

SHACK SUDS

United States of America

85878818

32

Xxxxxxx

XXX XX, XXX

XXXXX XXXXX

Xxxxxx Xxxxxx xf America

85878848

33

Pending

SSE IP, LLC

SHACK-CAGO DOG

United States of America

77671408

3741879

Jan 26 2010

30

Registered

SSE IP, LLC

SHACKMEISTER

United States of America

77533716

3648680

Jun 30 2009

32

Registered

SSE IP, LLC

SHAKE SHACK

United States of America

85153070

4051916

Nov 8 2011

25,30

Registered

SSE IP, LLC

SHAKE SHACK & Design (b/w)

United States of America

77958087

3853578

Sep 28 2010

43

Registered

SSE IP, LLC

SHAKE SHACK & Design (color)

United States of America

77952336

3853559

Sep 28 2010

43

Registered

SSE IP, LLC

SHAKE SHACK (aqua word logo)

United States of America

78792207

3186610

Dec 19 2006

43

Allowed to Lapse

SSE IP, LLC

SHAKE SHACK (cursive & Design)

United States of America

77724588

3766428

Mar 30 2010

43

Registered

SSE IP, LLC

SHAKE SHACK (stylized)

United States of America

77743440

3725489

Dec 15 2009

43

Registered

SSE IP, LLC

SHAKE SHARK

United States of America

77391468

43

Xxxxxxxxx

XXX XX, XXX

XXXXXXXXXX

Xxxxxx Xxxxxx xf America

85541039

30

Pending

SSE IP, LLC

STAND FOR SOMETHING GOOD

United States of America

85128162

3947921

Apr 19 2011

43

Registered

SSE IP, LLC

THE POOCH-INI

United States of America

77671410

3676096

Sep 1 2009

31

Registered

Union Square Hospitality Group, LLC

Shake Shack (Burger Logo Only)

United States of America

77724280

3805568

Jun 22 2010

43

Registered

Uruguay

SSE IP, LLC

SHAKE SHACK

Uruguay

436385

436385

Feb 15 2013

43

Registered

Venezuela

SSE IP, LLC

SHACK BURGER

Venezuela

533243

30

Pending

SSE IP, LLC

SHAKE SHACK

Venezuela

533775

43

Pending

SSE IP, LLC

SHAKE SHACK & Design (b/w)

Venezuela

533774

43

Pending

SSE IP, LLC

Shake Shack (Burger Logo Only)

Venezuela

541855

43

Pending

WIPO

SSE IP, LLC

SHACK BURGER

WIPO

1053888

1053888

Sep 13 2010

30

Registered

SSE IP, LLC

SHAKE SHACK & Design (b/w)

WIPO

1054038

1054038

Sep 22 2010

43

Registered

TM Administrator - END OF REPORT IPPO WebTMS: printed Jan 31 2014 17:33

EXHIBIT E

(See Section 3.1 of Security Agreement)

OFFICES IN WHICH FINANCING STATEMENTS HAVE BEEN FILED

New York State Department of State

Uniform Commercial Code

Onx Xxxxxxxx Xxxxx

00 Xxxxxxxxxx Xxxxxx

Xxxxxx, XX 00000

Delaware Secretary of State

Division of Corporation

400 Xxxxxxx Xxxxxx

Xxxxx, XX 00000

EXHIBIT F

(See Section 4.4 of Security Agreement)

SUPPLEMENT

This Supplement, dated                   ,             is delivered pursuant to Section 4.4 of the Security Agreement referred to below.  All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Security Agreement.  The undersigned hereby certifies that the representations and warranties in Article III of the Security Agreement are and continue to be true and correct.  The undersigned further agrees that this Supplement may be attached to that certain Second Amended and Restated Security Agreement, dated as of January 7, 2014, among, inter alios, the undersigned, as a Grantor, and JPMorgan Chase Bank, N.A., as the Administrative Agent, (the “Security Agreement”) and that the Collateral listed on Schedule I to this Supplement is a part of the Collateral referred to in said Security Agreement and secures all Secured Obligations referred to in said Security Agreement.

By:

Name:

Title:

SCHEDULE I

TO AMENDMENT

STOCKS

Name of Grantor Issuer Certificate
Number(s) Number of
Shares Class of Stock Percentage of
Outstanding
Shares

BONDS

Name of Grantor Issuer Number Face
Amount Coupon Rate Maturity

GOVERNMENT SECURITIES

Name of Grantor Issuer Number Type Face
Amount Coupon
Rate Maturity

OTHER SECURITIES OR OTHER INVESTMENT PROPERTY

(CERTIFICATED AND UNCERTIFICATED)

Name of Grantor Issuer Description of Collateral Percentage
Ownership
Interest

COMMERCIAL TORT CLAIMS

Name of Grantor Description of Claim Parties Case Number;
Name of Court
where Case
was Filed