0001193125-21-293320 Sample Contracts

FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Indemnification & Liability • October 6th, 2021 • Portillo's Inc. • Retail-eating places • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”), between Portillo’s Inc., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”), dated as of the date last written below, is effective as of the date of the effectiveness of the Company’s Registration Statement on Form S-1 relating to its initial public offering. Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.

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TAX RECEIVABLE AGREEMENT between PORTILLO’S INC. and THE PERSONS NAMED HEREIN Dated as of [●], 2021
Tax Receivable Agreement • October 6th, 2021 • Portillo's Inc. • Retail-eating places • New York

This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of [•], 2021, and is between Portillo’s Inc., a Delaware corporation (including any successor corporation, “PubCo”), each of the undersigned parties, and each of the other persons from time to time that becomes a party hereto (each, excluding PubCo, a “TRA Party” and together the “TRA Parties”).

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