SHAKE SHACK INC. 2015 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • January 20th, 2015 • Shake Shack Inc. • Retail-eating & drinking places • Delaware
Shake Shack Inc., a Delaware corporation (the “Company”), pursuant to its 2015 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (this “Grant Notice”) and the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Option Agreement.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • January 20th, 2015 • Shake Shack Inc. • Retail-eating & drinking places • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ] [ ], 20[ ], by and between Shake Shack Inc. (the “Company”) and [ ] (“Indemnitee”).
TAX RECEIVABLE AGREEMENT by and among SHAKE SHACK INC. SSE HOLDINGS, LLC THE MEMBERS OF SSE HOLDINGS, LLC FROM TIME TO TIME PARTY HERETOTax Receivable Agreement • January 20th, 2015 • Shake Shack Inc. • Retail-eating & drinking places • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [·], 2015, is hereby entered into by and among Shake Shack Inc., a Delaware corporation (the “Corporation”), SSE Holdings, LLC, a Delaware limited liability company (“SSE Holdings”) and each of the Members from time to time party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of January [ ], 2015 among SSE HOLDINGS, LLC The Other Loan Parties Party Hereto The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative AgentAssignment and Assumption • January 20th, 2015 • Shake Shack Inc. • Retail-eating & drinking places • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of January [ ], 2015 (this “Agreement”), among SSE HOLDINGS, LLC, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 20th, 2015 • Shake Shack Inc. • Retail-eating & drinking places • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [·], 2015 by and among Shake Shack Inc., a Delaware corporation (the “Corporation”), and each Person identified on the Schedule of Investors attached hereto as of the date hereof (such Persons, collectively, the “Original SSE Equity Owners”).
STOCKHOLDERS AGREEMENTStockholders Agreement • January 20th, 2015 • Shake Shack Inc. • Retail-eating & drinking places • Delaware
THIS STOCKHOLDERS AGREEMENT, dated and effective as of the Effective Date, is entered into by and among (i) Shake Shack Inc., a Delaware corporation (the “Company”), (ii) SSE Holdings, LLC, a Delaware limited liability company (“Holdings”), (iii) the persons listed on Schedule 1 attached hereto (together with their Affiliates, collectively, the “Meyer Stockholders”), (iv) the persons listed on Schedule 2 attached hereto (together with their Affiliates and the Meyer Stockholders, collectively, the “Management Stockholders”), (v) the entities listed on Schedule 3 attached hereto (together with their Affiliates, collectively, the “LGP Stockholders”) and (vi) the entities listed on Schedule 4 attached hereto (together with their Affiliates, collectively, the “SEG Stockholders” and, together with the LGP Stockholders and the Management Stockholders, the “Principal Stockholders” and each a “Principal Stockholder”). Capitalized terms used herein without definition shall have the meanings set
SSE HOLDINGS, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • January 20th, 2015 • Shake Shack Inc. • Retail-eating & drinking places • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of [·], 2015, is entered into by and among SSE Holdings, LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
UNDERWRITING AGREEMENT SHAKE SHACK INC. [ ] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • January 20th, 2015 • Shake Shack Inc. • Retail-eating & drinking places • New York
SECOND AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • January 20th, 2015 • Shake Shack Inc. • Retail-eating & drinking places • New York
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.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 20th, 2015 • Shake Shack Inc. • Retail-eating & drinking places
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of January 15, 2015, and effective as of the Effective Date (defined below), is hereby entered into by and among SSE Holdings, LLC, a Delaware limited liability company (“Assignor”), and Shake Shack Inc. (“Assignee”).
