AMENDMENT No. 2 TO STOCKHOLDERS AGREEMENT
Exhibit 10.2
AMENDMENT No. 2 TO STOCKHOLDERS AGREEMENT
THIS AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT, dated and effective as of May 11, 2017 (this “Amendment”), is entered into by and among (i) Shake Shack Inc., a Delaware corporation (the “Company”), (ii) SSE Holdings, LLC, a Delaware limited liability company (“Holdings”), (iii) the Persons listed on the signature pages hereto under the caption “Xxxxx Stockholders” (the “Xxxxx Stockholders”), (iv) the Persons listed on the signature pages hereto under the caption “LGP Stockholders” (the “LGP Stockholders”) and (v) the Persons listed on the signature pages hereto under the caption “SEG Stockholders” (the “SEG Stockholders”). All capitalized terms defined herein but not used herein shall have the meanings as ascribed to such terms in the Stockholders Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, the Company, Holdings, the Xxxxx Stockholders, the LGP Stockholders, the SEG Stockholders and certain other stockholders of the Company (together with their Affiliates and the Xxxxx Stockholders, collectively, the “Management Stockholders”) have previously entered into a Stockholders Agreement, dated and effective as of February 4, 2015, as amended by Amendment No. 1 to Stockholders Agreement, dated and effective as of October 8, 2015 (collectively, the “Stockholders Agreement”); and
WHEREAS, the Xxxxx Stockholders, the LGP Stockholders and the SEG Stockholders desire to amend the Stockholders Agreement as hereinafter provided to remove certain persons as Management Stockholders.
NOW, THEREFORE, Xxxxx Stockholders, the LGP Stockholders and the SEG Stockholders hereto agree as follows:
A. | Schedule 2 (Management Stockholders) to the Stockholders Agreement is hereby amended and restated in its entirety and replaced by Schedule 2 attached hereto. |
B. | As hereby amended by this Amendment, the Stockholders Agreement remains in full force and effect. |
Exhibit 10.2
IN WITNESS WHEREOF, each of the undersigned has signed this Amendment No. 2 to Stockholders Agreement as of the date first above written.
COMPANY: | |||||
By: | /s/ Xxxxxx Xxxxxxx, Xx. | ||||
Name: | Xxxxxx Xxxxxxx, Xx. | ||||
Title: | General Counsel | ||||
HOLDINGS: | |||||
SSE HOLDINGS, LLC | |||||
By: | /s/ Xxxxxx Xxxxxxx, Xx. | ||||
Name: | Xxxxxx Xxxxxxx, Xx. | ||||
Title: | General Counsel | ||||
[Signature Page to Amendment No. 2 to Stockholders Agreement]
Exhibit 10.2
XXXXX STOCKHOLDERS: | |||||
GRAMERCY TAVERN CORP. | |||||
By: | /s/ Xxxxxx X. Xxxxx | ||||
Name: | Xxxxxx X. Xxxxx | ||||
Title: | Authorized Signatory | ||||
By: | /s/ Xxxxxx X. Xxxxx | ||||
Xxxxxx X. Xxxxx | |||||
XXXXXX X. XXXXX 2012 GIFT TRUST U/A/D 10/31/12 | |||||
By: | /s/ Xxxxxx Xxxxx | ||||
Name: | Xxxxxx Xxxxx, not individually but solely as Co-Trustee | ||||
[Signature Page to Amendment No. 2 to Stockholders Agreement]
Exhibit 10.2
LGP STOCKHOLDERS: | |||||
GREEN EQUITY INVESTORS VI, L.P. | |||||
By: | GEI Capital VI, LLC, its General Partner | ||||
By: | /s/ X.X. Xxxxxxxxxx | ||||
Xxxxx X.X. Xxxxxxxxxx | |||||
Vice President - Tax | |||||
GREEN EQUITY INVESTORS SIDE VI, L.P. | |||||
By: | GEI Capital VI, LLC, its General Partner | ||||
By: | /s/ X.X. Xxxxxxxxxx | ||||
Xxxxx X.X. Xxxxxxxxxx | |||||
Vice President - Tax | |||||
LGP MALTED COINVEST LLC | |||||
By: | Peridot Coinvest Manager LLC, its Manager | ||||
By: | Xxxxxxx Xxxxx & Partners, L.P., its Manager | ||||
By: | LGP Management, Inc., its General Partner | ||||
By: | /s/ X.X. Xxxxxxxxxx | ||||
Xxxxx X.X. Xxxxxxxxxx | |||||
Vice President - Tax | |||||
[Signature Page to Amendment No. 2 to Stockholders Agreement]
Exhibit 10.2
SEG STOCKHOLDERS: | |||||
SEG PARTNERS, L.P. | |||||
By: | SEG Partners Holdings, LLC, its general partner | ||||
By: | /s/ Xxxxxx Xxxxxxx | ||||
Name: | Xxxxxx Xxxxxxx | ||||
Title: | Managing Member | ||||
SEG PARTNERS II, L.P. | |||||
By: | SEG Partners II Holdings, LLC, its general partner | ||||
By: | /s/ Xxxxxx Xxxxxxx | ||||
Name: | Xxxxxx Xxxxxxx | ||||
Title: | Managing Member | ||||
SEG PARTNERS OFFSHORE MASTER FUND, LTD | |||||
By: | /s/ Xxxxxx Xxxxxxx | ||||
Name: | Xxxxxx Xxxxxxx | ||||
Title: | Director | ||||
[Signature Page to Amendment No. 2 to Stockholders Agreement]
Exhibit 10.2
SCHEDULE 2
MANAGEMENT STOCKHOLDERS
Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx 2012 Gift Trust U/A/D 10/31/12
Gramercy Tavern Corp.
Xxxx Xxxx
Flug 2015 GS Trust U/A/D 12/29/15
Xxxxx Xxxxxxx
The Xxxxxxx X. Xxxxxxx 2014 GST Trust
Xxxxxx Xxxxxx
