● ] Shares WINGSTOP INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 2nd, 2015 • Wingstop Inc. • Retail-eating places • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 2nd, 2015 • Wingstop Inc. • Retail-eating places • Delaware
This INDEMNIFICATION AGREEMENT is made and executed effective as of this day of , 2015, by and between Wingstop Inc., a Delaware corporation (the “Company”), and , an individual resident of the State of (the “Indemnitee”).
WING STOP HOLDING CORPORATION SHAREHOLDER AGREEMENTShareholder Agreement • June 2nd, 2015 • Wingstop Inc. • Retail-eating places • Georgia
THIS SHAREHOLDER AGREEMENT (this “Agreement”) is made as of April 9, 2010, by and among WING STOP HOLDING CORPORATION, a Georgia corporation (the “Company”), RC II WS LLC, a Georgia limited liability company (the “Majority Shareholder”), and GLEACHER MEZZANINE FUND II, L.P., a Delaware limited partnership (the “Shareholder”). Capitalized terms used but not defined in this Agreement have the meanings ascribed to such terms in the Merger Agreement (as defined below).
WING STOP HOLDING CORPORATION SHAREHOLDER AGREEMENTShareholder Agreement • June 2nd, 2015 • Wingstop Inc. • Retail-eating places • Georgia
THIS SHAREHOLDER AGREEMENT (this “Agreement”) is made as of [ ], 201[ ], by and among WING STOP HOLDING CORPORATION, a Georgia corporation (the “Company”), RC II WS LLC, a Georgia limited liability company (the “Majority Shareholder”), and [ ], in [his/her] individual capacity (the “Shareholder”).
WINGSTOP RESTAURANTS, INC. CHANGE IN CONTROL BONUS AWARD AGREEMENT GRANTControl Bonus Award Agreement • June 2nd, 2015 • Wingstop Inc. • Retail-eating places • Texas
Wingstop Restaurants, Inc. (the “Company”) hereby grants to (“[Grantee/Executive]”) a Change in Control Bonus Award (the “Bonus”) in the amount determined pursuant to Section 2 below, which Bonus will become payable only upon consummation of a transaction resulting in a Change in Control (as defined in Section 1 below) of Wing Stop Holding Corporation (“Parent”), and is subject to [Grantee/Executive]’s compliance with each of the requirements of this Change in Control Bonus Award Agreement (this “Agreement”). [Grantee/Executive] hereby accepts the Bonus described in this Agreement subject to the terms and conditions set forth in this Agreement.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG WINGSTOP INC., RC II WS LLC AND THE STOCKHOLDERS SET FORTH ON SCHEDULE 1 ATTACHED HERETO DATED JUNE , 2015Registration Rights Agreement • June 2nd, 2015 • Wingstop Inc. • Retail-eating places • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of June , 2015, is made and entered into by and among Wingstop Inc., a Delaware corporation (the “Company”), RC II WS LLC, a Georgia limited liability company (“RC II WS”) and certain persons listed on Schedule I hereto (such persons, together with RC II WS, in their capacity as holders of Registrable Shares, the “Holders” and each a “Holder”).
WING STOP HOLDING CORPORATION SHAREHOLDER AGREEMENTShareholder Agreement • June 2nd, 2015 • Wingstop Inc. • Retail-eating places • Georgia
THIS SHAREHOLDER AGREEMENT (this “Agreement”) is made as of [ ], 201[ ], by and between WING STOP HOLDING CORPORATION, a Georgia corporation (the “Company”), and [ ], in his individual capacity (the “Shareholder”).
