THE HABIT RESTAURANTS, LLC A Delaware Limited Liability Company FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of November 25, 2014Limited Liability Company Agreement • March 12th, 2015 • 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 November 25, 2014 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Members (as defined herein).
TAX RECEIVABLE AGREEMENT among THE HABIT RESTAURANTS, INC. and its WHOLLY-OWNED SUBSIDIARIES, THE HABIT RESTAURANTS, LLC and EACH MEMBER OF THE HABIT RESTAURANTS, LLC LISTED ON ANNEX A Dated as of November 25, 2014Tax Receivable Agreement • March 12th, 2015 • Habit Restaurants, Inc. • Retail-eating places • Delaware
This TAX RECEIVABLE AGREEMENT (“Agreement”), dated as of November 25, 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 Subsidiaries of Corporate Taxpayer, The Habit Restaurants, LLC, a Delaware limited liability company (“Habit LLC”) each LLC Unit Holder (as defined below), and each of the successors and assigns thereto.
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 November 25, 2014Registration Rights Agreement • March 12th, 2015 • Habit Restaurants, Inc. • Retail-eating places • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of November 25, 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”).
RECAPITALIZATION AGREEMENTRecapitalization Agreement • March 12th, 2015 • Habit Restaurants, Inc. • Retail-eating places • Delaware
This Recapitalization Agreement (this “Agreement”), dated as of November 19, 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”.
