0001193125-20-001834 Sample Contracts

AGREEMENT AND PLAN OF MERGER among YUM! BRANDS, INC., YEB NEWCO INC. and THE HABIT RESTAURANTS, INC. Dated as of January 5, 2020

Merger Agreement • January 6th, 2020 • Habit Restaurants, Inc. • Retail-eating places • Delaware

• Contract Type
  Merger Agreement
• Filed
  January 6th, 2020
• Company
  Habit Restaurants, Inc.
• Industry
  Retail-eating places
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER, dated as of January 5, 2020 (this “Agreement”), among YUM! Brands, Inc., a North Carolina corporation (“Parent”), YEB Newco Inc., a Delaware corporation and wholly-owned Subsidiary of Parent (“Merger Sub”), and The Habit Restaurants, Inc., a Delaware corporation (the “Company”).

VOTING AGREEMENT

Voting Agreement • January 6th, 2020 • Habit Restaurants, Inc. • Retail-eating places • Delaware

• Contract Type
  Voting Agreement
• Filed
  January 6th, 2020
• Company
  Habit Restaurants, Inc.
• Industry
  Retail-eating places
• Jurisdiction
  Delaware

THIS VOTING AGREEMENT (this “Agreement”), dated as of January 5, 2020, among YUM! Brands, Inc., a North Carolina corporation (“Parent”), and the Persons executing this Agreement as “Holders” on the signature pages hereto (each a “Holder” and collectively, the “Holders”).

TAX RECEIVABLE AGREEMENT AMENDMENT

Tax Receivable Agreement • January 6th, 2020 • Habit Restaurants, Inc. • Retail-eating places

• Contract Type
  Tax Receivable Agreement
• Filed
  January 6th, 2020
• Company
  Habit Restaurants, Inc.
• Industry
  Retail-eating places

This Tax Receivable Agreement Amendment (the “Agreement”) is entered into as of January 5, 2020, by and among The Habit Restaurants, Inc., a Delaware corporation (the “Company”), The Habit Restaurants, LLC, a Delaware limited liability company (“Opco LLC”), KarpReilly, LLC, a Delaware limited liability company (the “KarpReilly Representative”), and certain LLC Unit Holders listed on Annex A (collectively, the “Parties”).