SHAKE SHACK INC. AND U.S. Bank National Association, as Trustee INDENTURE Dated as of March 4, 2021 0% Convertible Senior Notes due 2028Indenture • March 4th, 2021 • Shake Shack Inc. • Retail-eating & drinking places • New York
INDENTURE dated as of March 4, 2021 between SHAKE SHACK INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
SHAKE SHACK INC.,Shake Shack Inc. • June 7th, 2021 • Retail-eating & drinking places • New York
WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of secured or unsecured debentures, notes, bonds or other evidences of indebtedness (the “Securities”) in an unlimited aggregate principal amount to be issued from time to time in one or more series as provided in this Indenture; and
DISTRIBUTION AGREEMENTDistribution Agreement • April 17th, 2020 • Shake Shack Inc. • Retail-eating & drinking places • New York
SSE HOLDINGS, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of February 4, 2015Limited Liability Company Agreement • February 10th, 2015 • Shake Shack Inc. • Retail-eating & drinking places • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of February 4, 2015, is entered into by and among SSE Holdings, LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
UNDERWRITING AGREEMENT SHAKE SHACK INC. 3,416,070 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • April 21st, 2020 • Shake Shack Inc. • Retail-eating & drinking places • New York
Shake Shack Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 3,416,070 shares of Class A common stock, par value $0.001 per share, of the Company (the “Shares”). The shares of Class A common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
SHAKE SHACK INC. 2015 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • January 20th, 2015 • Shake Shack Inc. • Retail-eating & drinking places • Delaware
Shake Shack Inc., a Delaware corporation (the “Company”), pursuant to its 2015 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (this “Grant Notice”) and the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Option Agreement.
UNDERWRITING AGREEMENT SHAKE SHACK INC. 4,000,000 Shares of Class A Common StockUnderwriting Agreement • August 10th, 2015 • Shake Shack Inc. • Retail-eating & drinking places • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Shake Shack Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 4,000,000 shares of Class A common stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 600,000 shares of Class A common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
Employment AgreementEmployment Agreement • December 29th, 2014 • Shake Shack Inc. • Retail-eating & drinking places • Delaware
This Employment Agreement (the “Agreement”), entered into on December 1, 2014, by and between Jeff Uttz (the “Executive”), Shake Shack Inc., a company organized under the laws of the State of Delaware (“Shake Shack”) and SSE Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (the “Partnership” and, together with Shake Shack and any of the Affiliates of Shake Shack and the Partnership as may employ the Executive from time to time, and any successor(s) thereto, the “Company”).
UNDERWRITING AGREEMENTUnderwriting Agreement • November 9th, 2015 • Shake Shack Inc. • Retail-eating & drinking places • New York
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • January 20th, 2015 • Shake Shack Inc. • Retail-eating & drinking places • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ] [ ], 20[ ], by and between Shake Shack Inc. (the “Company”) and [ ] (“Indemnitee”).
TAX RECEIVABLE AGREEMENT by and among SHAKE SHACK INC. SSE HOLDINGS, LLC THE MEMBERS OF SSE HOLDINGS, LLC FROM TIME TO TIME PARTY HERETO Dated as of February 4, 2015Tax Receivable Agreement • February 10th, 2015 • Shake Shack Inc. • Retail-eating & drinking places • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [·], 2015, is hereby entered into by and among Shake Shack Inc., a Delaware corporation (the “Corporation”), SSE Holdings, LLC, a Delaware limited liability company (“SSE Holdings”) and each of the Members from time to time party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
Page ARTICLE I DEFINITIONS 1 SECTION 1.01. Defined Terms 1 SECTION 1.02. Classification of Loans and Borrowings 25 SECTION 1.03. Terms Generally 25 SECTION 1.04. Accounting Terms; GAAP 25 ARTICLE II THE CREDITS 26 SECTION 2.01. Commitments and Loans...Assignment and Assumption • March 27th, 2015 • Shake Shack Inc. • Retail-eating & drinking places • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 28, 2015 (this “Agreement”), among SSE HOLDINGS, LLC, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2015 • Shake Shack Inc. • Retail-eating & drinking places • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of February 4, 2015 by and among Shake Shack Inc., a Delaware corporation (the “Corporation”), and each Person identified on the Schedule of Investors attached hereto as of the date hereof (such Persons, collectively, the “Original SSE Equity Owners”).
Amended & Restated Employment AgreementEmployment Agreement • January 5th, 2017 • Shake Shack Inc. • Retail-eating & drinking places • Delaware
This Amended & Restated Employment Agreement (this “Agreement”), entered into on January 5, 2017 (the “Effective Date”), is by and among Zach Koff (the “Employee”), Shake Shack Inc., a company organized under the laws of the State of Delaware (“Shake Shack”), and SSE Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (the “Partnership” and, together with Shake Shack and any of the Affiliates of Shake Shack and the Partnership as may employ the Employee from time to time, and any successor(s) thereto, the “Company”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 29th, 2014 • Shake Shack Inc. • Retail-eating & drinking places
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), effective as of October 30, 2014 (the “Effective Date”), is hereby entered into by and among Union Square Hospitality Group, LLC, a New York limited liability company (“Assignor”), SSE Holdings, LLC, a Delaware limited liability company (“Assignee”), and Randall Garutti (“Employee”).
AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • December 29th, 2014 • Shake Shack Inc. • Retail-eating & drinking places • New York
THIS AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (this “Agreement”), effective as of January 1, 2015 (the “Effective Date”), is made and entered into by and between USHG, LLC, a New York limited liability company (f/k/a Union Square Hospitality Group, LLC) (the “Service Provider”), and SSE Holdings, LLC, a Delaware limited liability company and a subsidiary of the Service Provider (the “Company” and, together with the Service Provider, the “Parties”, and each, individually, a “Party”).
AMENDMENT TO SPECIAL BONUS AGREEMENTSpecial Bonus Agreement • December 29th, 2014 • Shake Shack Inc. • Retail-eating & drinking places
This Amendment is effective as of the 25th day of July, 2013, and is between Union Square Hospitality Group, LLC, a New York limited liability company (the “Company”), and Randall Garutti (the “Executive”).
Unit Appreciation Right AgreementUnit Appreciation Right Agreement • December 29th, 2014 • Shake Shack Inc. • Retail-eating & drinking places • Delaware
This Unit Appreciation Right Agreement (this “Agreement”) is dated as of and is made by and between SSE Holdings, LLC, a Delaware limited liability company (the “Company”), and the grantee whose name appears on the signature page to this Agreement (the “Grantee”). Capitalized terms used herein and not defined shall have the meaning ascribed to such terms in the SSE Holdings, LLC Unit Appreciation Rights Plan (the “Plan”).
AMENDMENT No. 2 TO STOCKHOLDERS AGREEMENTStockholders Agreement • August 4th, 2017 • Shake Shack Inc. • Retail-eating & drinking places
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 “Meyer Stockholders” (the “Meyer 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).
SPECIAL BONUS AGREEMENTSpecial Bonus Agreement • December 29th, 2014 • Shake Shack Inc. • Retail-eating & drinking places • Delaware
This Special Bonus Agreement (“Agreement”) is made and entered into on March 11, 2011 by and between Union Square Hospitality Group, LLC, a New York limited liability company (“USHG”), and Randall Garutti (the “Participant”).
Transition and Advisory AgreementTransition and Advisory Agreement • January 26th, 2024 • Shake Shack Inc. • Retail-eating & drinking places • New York
This Transition and Advisory Agreement (this “Agreement”), dated as of January 26, 2024 (“Effective Date”), is by and among Randall Garutti (“Executive”), Shake Shack Inc., a company organized under the laws of the State of Delaware (“Shake Shack”) and SSE Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (the “Partnership” and, together with Shake Shack and any of the Affiliates of Shake Shack and the Partnership as may employ Executive from time to time, and any successor(s) thereto, the “Company”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 7th, 2021 • Shake Shack Inc. • Retail-eating & drinking places • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 1, 2021, is by and among SSE HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”).
STOCKHOLDERS AGREEMENTStockholders Agreement • February 10th, 2015 • Shake Shack Inc. • Retail-eating & drinking places • Delaware
THIS STOCKHOLDERS AGREEMENT, dated and effective as of the Effective Date, 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 Schedule 1 attached hereto (together with their Affiliates, collectively, the “Meyer Stockholders”), (iv) the persons listed on Schedule 2 attached hereto (together with their Affiliates and the Meyer Stockholders, collectively, the “Management Stockholders”), (v) the entities listed on Schedule 3 attached hereto (together with their Affiliates, collectively, the “LGP Stockholders”) and (vi) the entities listed on Schedule 4 attached hereto (together with their Affiliates, collectively, the “SEG Stockholders” and, together with the LGP Stockholders and the Management Stockholders, the “Principal Stockholders” and each a “Principal Stockholder”). Capitalized terms used herein without definition shall have the meanings set
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 29th, 2014 • Shake Shack Inc. • Retail-eating & drinking places • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [•], 2015 by and among Shake Shack Inc., a Delaware corporation (the “Corporation”), and each Person identified on the Schedule of Investors attached hereto as of the date hereof (such Persons, collectively, the “Original SSE Equity Owners”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • August 3rd, 2023 • Shake Shack Inc. • Retail-eating & drinking places • New York
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement & Release”) is made and entered into as of August 2, 2023 by and between Zachary Koff, on his own behalf and on behalf of his descendants, dependents, heirs, executors, administrators, agents, assigns, and successors (collectively “Executive”), and Shake Shack Enterprises, LLC, on its own behalf, on behalf of its present and former directors, officers, partners, members, owners, shareholders, employees, representatives, agents, attorneys, and insurers, and on behalf of all of their parents, subsidiaries, affiliates, predecessors, successors, related entities, and assigns (collectively, the “Company”, and, with Executive, the “Parties”).
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 10th, 2016 • Shake Shack Inc. • Retail-eating & drinking places
This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of March 7, 2016, but effective as of February 5, 2015 (this “Agreement”) is entered into by and among SSE Holdings, LLC, a Delaware limited liability company (the “Company”), and its Majority Members, identified on the signature pages hereto. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Third A&R LLC Agreement (as defined herein).
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED Credit AgreementCredit Agreement • February 25th, 2019 • Shake Shack Inc. • Retail-eating & drinking places • New York
This Amendment and Waiver to Third Amended and Restated Credit Agreement (this “Amendment”) is among SSE Holdings, LLC, a Delaware limited liability company (the “Borrower”), the other Loan Parties party hereto, the lenders party hereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent.
FORM OF SUPPLEMEMENT TO RESTRICTED STOCK UNIT AWARD AGREEMENT (EMPLOYEES) PURSUANT TO THE SHAKE SHACK INC.Restricted Stock Unit Award Agreement • February 25th, 2019 • Shake Shack Inc. • Retail-eating & drinking places
This letter constitutes an “Award Supplement” referred to in that certain Restricted Stock Unit Award Agreement, dated as of _____________ (the “Restricted Stock Unit Award Agreement”), between Shake Shack Inc. and you. You are hereby notified that the Company has awarded to you the Restricted Stock Units indicated above (the “Restricted Stock Units”). The Restricted Stock Unit is awarded to you pursuant to and subject to the terms and conditions of (1) the Shake Shack Inc. 2015 Incentive Plan (the “Plan”), (2) the Restricted Stock Unit Award Agreement and (3) this Award Supplement. Capitalized terms in this Award Supplement that are not defined shall have the meaning set forth in the Plan.
STOCKHOLDERS AGREEMENTStockholders Agreement • January 20th, 2015 • Shake Shack Inc. • Retail-eating & drinking places • Delaware
THIS STOCKHOLDERS AGREEMENT, dated and effective as of the Effective Date, 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 Schedule 1 attached hereto (together with their Affiliates, collectively, the “Meyer Stockholders”), (iv) the persons listed on Schedule 2 attached hereto (together with their Affiliates and the Meyer Stockholders, collectively, the “Management Stockholders”), (v) the entities listed on Schedule 3 attached hereto (together with their Affiliates, collectively, the “LGP Stockholders”) and (vi) the entities listed on Schedule 4 attached hereto (together with their Affiliates, collectively, the “SEG Stockholders” and, together with the LGP Stockholders and the Management Stockholders, the “Principal Stockholders” and each a “Principal Stockholder”). Capitalized terms used herein without definition shall have the meanings set
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT (EMPLOYEES) PURSUANT TO THE SHAKE SHACK INC.Restricted Stock Unit Award Agreement • February 25th, 2019 • Shake Shack Inc. • Retail-eating & drinking places • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), effective as of ___________________, is by and between Shake Shack Inc., a Delaware corporation (the “Company”), and __________________ (“Participant”). Capitalized terms in this Agreement that are not defined shall have the meaning set forth in the Shake Shack Inc. 2015 Incentive Award Plan, as amended from time to time (the “Plan”).
FORM OF SUPPLEMEMENT TO PERFORMANCE STOCK UNIT AWARD AGREEMENT PURSUANT TO THE SHAKE SHACK INC.Performance Stock Unit Award Agreement • May 16th, 2016 • Shake Shack Inc. • Retail-eating & drinking places
This letter constitutes an “Award Supplement” referred to in that certain Performance Stock Unit Award Agreement, dated as of April 26, 2016 (the “Performance Stock Unit Award Agreement”), between Shake Shack Inc. and you. You are hereby notified that the Company has awarded to you the Performance Stock Units indicated above (the “Performance Stock Units”). The Performance Stock Unit is awarded to you pursuant to and subject to the terms and conditions of (1) the Shake Shack Inc. 2015 Incentive Plan (the “Plan”), (2) the Performance Stock Unit Award Agreement and (3) this Award Supplement. Capitalized terms in this Award Supplement that are not defined shall have the meaning set forth in the Plan.
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • November 4th, 2019 • Shake Shack Inc. • Retail-eating & drinking places
THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of August 2, 2019 among SSE HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), the other parties identified as “Obligors” on the signature pages hereto and such other parties that may become Obligors hereunder after the date hereof (together with the Borrower, individually an “Obligor”, and collectively the “Obligors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Secured Obligations. For the avoidance of doubt, no Excluded Subsidiary shall be an Obligor.
AMENDMENT NO. 4 TO STOCKHOLDERS AGREEMENTStockholders Agreement • May 16th, 2023 • Shake Shack Inc. • Retail-eating & drinking places • Delaware
This AMENDMENT NO. 4 TO STOCKHOLDERS AGREEMENT (this “Amendment”), dated and effective as of May 15, 2023 (the “Effective Date”), 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 “Meyer Stockholders” (the “Meyer Stockholders”) and (iv) the Persons listed on the signature pages hereto under the caption “LGP Stockholders” (the “LGP 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).
AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • July 31st, 2020 • Shake Shack Inc. • Retail-eating & drinking places
This AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of March 31, 2020 (this “Agreement”), is entered into by and among SSE Holdings, LLC, a Delaware limited liability company (the “Company”), and its Majority Members, identified on the signature pages hereto. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Third A&R LLC Agreement (as defined herein).
Employment AgreementEmployment Agreement • May 1st, 2017 • Shake Shack Inc. • Retail-eating & drinking places • New York
This Employment Agreement (this “Agreement”), dated as of April 28, 2017, but effective as of a date to be agreed upon by the parties, no later than July 31, 2017 (the “Effective Date”), is by and among Tara Comonte (the “Employee”), Shake Shack Inc., a company organized under the laws of the State of Delaware (“Shake Shack”), and SSE Holdings, LLC, a limited liability company organized under the laws of the State of Delaware (the “Partnership” and, together with Shake Shack and any of the Affiliates of Shake Shack and the Partnership as may employ the Employee from time to time, and any successor(s) thereto, the “Company”). Notwithstanding the foregoing, the Employee shall use reasonable best efforts to commence employment with the Company as soon as permissible due to Employee’s current employment obligations.
