0001193125-26-308260 Sample Contracts
JERSEY MIKE’S Holdco, LLC A Delaware Limited Liability Company THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [_____], 2026Limited Liability Company Agreement • July 20th, 2026 • Jersey Mike's Subs Inc. • Retail-eating places • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Jersey Mike’s HoldCo, LLC (the “Company”), dated and effective as of [_____], 2026, is adopted by and among Jersey Mike’s Subs Inc., a Delaware corporation, as Managing Member (as defined below), the other Members set forth on the signature pages hereto and each other Person who becomes a Member in accordance with the terms of this Agreement.
EXCHANGE AGREEMENTExchange Agreement • July 20th, 2026 • Jersey Mike's Subs Inc. • Retail-eating places • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of July [_____], 2026, among Jersey Mike’s Subs Inc., a Delaware corporation, Jersey Mike’s HoldCo, LLC, a Delaware limited liability company, and the holders, other than the Corporation (as defined herein), of Common Units (as defined herein) from time to time party hereto.
Jersey Mike’s Subs Inc. Class A Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • July 20th, 2026 • Jersey Mike's Subs Inc. • Retail-eating places
Jersey Mike’s Subs Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [____] shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company, and certain stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [____] shares of Class A Common Stock and, at the election of the Underwriters, to sell to the Underwriters up to [____] additional shares of Class A Common Stock. The aggregate of [____] shares of Class A Common Stock to be sold by the Company and [____] shares of Class A Common Stock to be sold by the Selling Stockholders are herein called the “Firm Shares” and the aggregate of up to [____] additional sh
STOCKHOLDERS AGREEMENT DATED AS OF [ ], 2026 BETWEEN JERSEY MIKE’S SUBS INC. AND THE OTHER PARTIES HERETOStockholders Agreement • July 20th, 2026 • Jersey Mike's Subs Inc. • Retail-eating places • Delaware
This Stockholders Agreement is entered into as of [ ], 2026 between Jersey Mike’s Subs Inc., a Delaware corporation (the “Company”), and each of the other parties from time to time party hereto.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2026 • Jersey Mike's Subs Inc. • Retail-eating places • New York
This Registration Rights Agreement (as amended from time to time, this “Agreement”) is dated as of July [_____], 2026 and is between Jersey Mike’s Subs Inc., a Delaware corporation (the “Company”), the Blackstone Stockholders (as defined below) and the Founder Stockholders (as defined below).
TAX RECEIVABLE AGREEMENT between JERSEY MIKE’S SUBS INC. and THE PERSONS NAMED HEREIN Dated as of [_____], 2026Tax Receivable Agreement • July 20th, 2026 • Jersey Mike's Subs Inc. • Retail-eating places • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of [____], 2026, and is between Jersey Mike’s Subs Inc., a Delaware corporation (including any successor corporation, “PubCo”), each of the undersigned parties, and each of the other persons from time to time that becomes a party hereto (each, excluding PubCo, a “TRA Party” and together the “TRA Parties”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 20th, 2026 • Jersey Mike's Subs Inc. • Retail-eating places • Delaware
This Indemnification Agreement is dated as of [________], 2026 (this “Agreement”) and is between Jersey Mike’s Subs Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
INCENTIVE UNIT SUBSCRIPTION AGREEMENT (Class B Units of the Aggregator)Incentive Unit Subscription Agreement • July 20th, 2026 • Jersey Mike's Subs Inc. • Retail-eating places • Delaware
The undersigned taxpayer will file this election with the Internal Revenue Service office with which taxpayer files his or her annual income tax return not later than 30 days after the date of transfer of the property. A copy of the election also will be furnished to the person for whom the services were performed. The undersigned is the person performing the services in connection with which the property was transferred.