SSE HOLDINGS, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [•], 2015Limited Liability Company Agreement • December 29th, 2014 • Shake Shack Inc. • Retail-eating & drinking places • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of [·], 2015, is entered into by and among SSE Holdings, LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
SHAKE SHACK INC. 2015 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • December 29th, 2014 • 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.
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”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • December 29th, 2014 • 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 HERETOTax Receivable Agreement • December 29th, 2014 • 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.
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”).
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”).
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”).
