0001193125-12-320954 Sample Contracts

of firm shares] Shares CKE INC. COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • July 30th, 2012 • CKE Inc. • Retail-eating places • New York
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DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • July 30th, 2012 • CKE Inc. • Retail-eating places • Delaware

THIS DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of this [ ] day of [ ] 2012, by and between CKE Inc., a Delaware corporation (the “Company”), and the indemnitee named on the signature page hereto (the “Indemnitee”).

NOMINATING AGREEMENT
Nominating Agreement • July 30th, 2012 • CKE Inc. • Retail-eating places • Delaware

This Nominating Agreement (this “Agreement”), dated as of , 2012, by and among CKE Inc., a Delaware corporation (the “Company”), and Apollo Management VII, L.P. (“Apollo Management”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 30th, 2012 • CKE Inc. • Retail-eating places • Delaware

This Registration Rights Agreement (this “Agreement”) is made and entered into as of [•], 2012, by and among CKE INC., a Delaware corporation (the “Company”), Apollo CKE Investors, L.P., a Delaware limited partnership (“Apollo”), and the members of the Company’s management whose names appear on Schedule I hereto (collectively, the “Management Holders” and, together with Apollo, the “Stockholders”).

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