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

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

• Contract Type
  Agreement and Plan of Merger
• 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”).