SSE HOLDINGS, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of February 4, 2015Limited Liability Company Agreement • February 10th, 2015 • Shake Shack Inc. • Retail-eating & drinking places • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of February 4, 2015, is entered into by and among SSE Holdings, LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
TAX RECEIVABLE AGREEMENT by and among SHAKE SHACK INC. SSE HOLDINGS, LLC THE MEMBERS OF SSE HOLDINGS, LLC FROM TIME TO TIME PARTY HERETO Dated as of February 4, 2015Tax Receivable Agreement • February 10th, 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2015 • Shake Shack Inc. • Retail-eating & drinking places • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of February 4, 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 • February 10th, 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
