FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of PHD GROUP HOLDINGS LLC Dated as of , 2021Limited Liability Company Agreement • September 29th, 2021 • Portillo's Inc. • Retail-eating places • Delaware
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) OF PHD Group Holdings LLC, a Delaware limited liability company (the “Company”), dated as of , 2021, by and among the Company, Portillo’s Inc., a Delaware corporation (“Pubco”), and the other Persons listed on the signature pages hereto.
FORM OF REGISTRATION RIGHTS AGREEMENT by and among Portillo’s Inc. and the other parties heretoRegistration Rights Agreement • September 29th, 2021 • Portillo's Inc. • Retail-eating places • Delaware
This REGISTRATION RIGHTS AGREEMENT (as may be amended, modified, supplemented or restated from time to time after the date hereof, this “Agreement”), is made as of , 2021, by and among (i) Portillo’s Inc., a Delaware corporation (the “Company”) and (ii) each of the Persons listed on the signature pages hereto.
PHD GROUP HOLDINGS LLC CLASS A UNIT OPTION AGREEMENT (TIME AND PERFORMANCE VESTING)Option Agreement • September 29th, 2021 • Portillo's Inc. • Retail-eating places • Delaware
This Option is granted by PHD Group Holdings LLC, a Delaware limited liability company (the “Company”), to [Name of Participant] (the “Participant”), pursuant to this Class A Unit option agreement (the “Agreement”) and the Company’s 2014 Equity Incentive Plan (the “Plan”). All capitalized terms not otherwise defined herein shall have the meaning provided in the Plan.
PHD GROUP HOLDINGS LLC CLASS A UNIT OPTION AGREEMENT (Time Vesting)Unit Option Agreement • September 29th, 2021 • Portillo's Inc. • Retail-eating places • Delaware
This Option is granted by PHD Group Holdings LLC, a Delaware limited liability company (the “Company”), to [Name of Participant] (the “Participant”), pursuant to this Class A Unit option agreement (the “Agreement”) and the Company’s 2014 Equity Incentive Plan (the “Plan”). All capitalized terms not otherwise defined herein shall have the meaning provided in the Plan.
PHD GROUP HOLDINGS LLC CLASS A UNIT OPTION AGREEMENT (Time Vesting)Unit Option Agreement • September 29th, 2021 • Portillo's Inc. • Retail-eating places • Delaware
This Option is granted by PHD Group Holdings LLC, a Delaware limited liability company (the “Company”), to [Name of Participant] (the “Participant”), pursuant to this Class A Unit option agreement (the “Agreement”) and the Company’s 2014 Equity Incentive Plan (the “Plan”). All capitalized terms not otherwise defined herein shall have the meaning provided in the Plan.
