0001193125-14-403640 Sample Contracts

7,142,857 Shares El Pollo Loco Holdings, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • November 7th, 2014 • El Pollo Loco Holdings, Inc. • Retail-eating places • New York
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INCOME TAX RECEIVABLE AGREEMENT Dated as of July 30, 2014
Income Tax Receivable Agreement • November 7th, 2014 • El Pollo Loco Holdings, Inc. • Retail-eating places • New York

This INCOME TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of July 30, 2014, is hereby entered into by and among El Pollo Loco Holdings, Inc., a Delaware corporation (the “Corporation”), and Trimaran Pollo Partners, L.L.C., a Delaware limited liability company (the “Existing Stockholders Representative”).

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