THE HABIT RESTAURANTS, LLC A Delaware Limited Liability Company FORM OF FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of , 2014Limited Liability Company Agreement • October 27th, 2014 • Habit Restaurants, Inc. • Retail-eating places • Delaware
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of The Habit Restaurants, LLC (the “Company”), dated and effective as of [ ], 2014 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Members (as defined herein).
FORM OF TAX RECEIVABLE AGREEMENT among THE HABIT RESTAURANTS, INC. and its WHOLLY-OWNED SUBSIDIARY and EACH MEMBER OF THE HABIT RESTAURANTS, LLC LISTED ON ANNEX A Dated as of [ ], 2014Tax Receivable Agreement • October 27th, 2014 • Habit Restaurants, Inc. • Retail-eating places • Delaware
This TAX RECEIVABLE AGREEMENT (“Agreement”), dated as of [ ], 2014 and effective upon the consummation of the Recapitalization Transactions (as defined in the Recapitalization Agreement (as defined herein)) and prior to the IPO Closing, is hereby entered into by and among The Habit Restaurants, Inc., a Delaware corporation (“Corporate Taxpayer”), the wholly-owned Subsidiary of Corporate Taxpayer, each LLC Unit Holder (as defined below), and each of the successors and assigns thereto.
FORM OF REGISTRATION RIGHTS AGREEMENT by and among The Habit Restaurants, Inc., Certain Stockholders of The Habit Restaurants, Inc. and Certain other parties hereto. Dated as of [—], 2014Registration Rights Agreement • October 27th, 2014 • Habit Restaurants, Inc. • Retail-eating places • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of [—], 2014 by and among The Habit Restaurants, Inc., a Delaware corporation (the “Company”), KarpReilly Investments, LLC, a Delaware limited liability company (“KarpReilly”), and each Stockholder party hereto as listed on the signature pages to this Agreement or becomes a party hereto pursuant to Section 4.1 (each, individually, a “Stockholder” and together, the “Stockholders”).
FORM OF RECAPITALIZATION AGREEMENTRecapitalization Agreement • October 27th, 2014 • Habit Restaurants, Inc. • Retail-eating places • Delaware
This Recapitalization Agreement (this “Agreement”), dated as of October [ ], 2014, is entered into by and among The Habit Restaurants, Inc., a Delaware corporation (“Habit”), The Habit Restaurants, LLC, a Delaware limited liability company (“Habit LLC”), and the Unit-holders of Habit LLC listed on the signature page hereto. The parties hereto are collectively referred to herein as the “Parties”.
FIRST AMENDMENT TO AMENDED AND RESTATED TRADEMARK AND INTELLECTUAL PROPERTY LICENSE AGREEMENTTrademark and Intellectual Property License Agreement • October 27th, 2014 • Habit Restaurants, Inc. • Retail-eating places
THIS FIRST AMENDMENT TO AMENDED AND RESTATED TRADEMARK AND INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Amendment”) is made as of October 24, 2014, by and among THE HABIT RESTAURANTS, LLC, a California limited liability company (f/k/a Habit Holding Company, LLC) (“Licensor”), REICHARD BROS. ENTERPRISES, INC., a California corporation (“Licensee”), BRENT REICHARD and BRUCE REICHARD (together with Licensor and Licensee, the “Parties”), with reference to the following facts:
