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0001193125-15-121541 Sample Contracts

—] Shares The Habit Restaurants, Inc. Class A Common Stock ($0.01 par value) FORM OF PURCHASE AGREEMENT
Purchase Agreement • April 7th, 2015 • Habit Restaurants, Inc. • Retail-eating places • New York
THE HABIT RESTAURANTS, LLC A Delaware Limited Liability Company FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of April 6, 2015
Limited Liability Company Agreement • April 7th, 2015 • Habit Restaurants, Inc. • Retail-eating places • Delaware

This FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of The Habit Restaurants, LLC (the “Company”), dated and effective as of April 6, 2015 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Members (as defined herein).