Attached files
| file | filename |
|---|---|
| EX-32 - CERTIFICATIONS OF CEO AND CFO PURSUANT TO SECTION 906 - Shake Shack Inc. | shak-20150930_exhibit32.htm |
| EX-31.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 302 - Shake Shack Inc. | shak-20150930_exhibit312.htm |
| EX-31.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 302 - Shake Shack Inc. | shak-20150930_exhibit311.htm |
| EX-10.1 - AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT - Shake Shack Inc. | shak-20150930_exhibit101.htm |
| XML - IDEA: XBRL DOCUMENT - Shake Shack Inc. | R9999.htm |
| 10-Q - FORM 10-Q - Shake Shack Inc. | shak-20150930_10q.htm |
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT, dated and effective as of October 8, 2015 (this “Agreement”) is entered into by and among Shake Shack Inc., a Delaware corporation (the “Corporation”), and each person identified on the signature pages hereto (each, a “Holder” and, collectively, the “Holders”).
Recitals
WHEREAS, the Corporation and each Holder have previously entered into a Registration Rights Agreement, dated and effective as of February 4, 2015 (the “Original Registration Rights Agreement”); and
WHEREAS, the Holders desire to amend the Original Registration Rights Agreement as hereinafter provided.
NOW, THEREFORE, the Holders hereto agree as follows:
A.Section 2(d)(iii) of the Original Registration Rights Agreement is hereby amended and restated as follows:
“2(d)(iii) Notwithstanding the foregoing, if a Controlling Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an existing Shelf Registration Statement), then, notwithstanding the foregoing time periods, such Controlling Holder need only notify the Corporation of the block trade Shelf Offering two Business Days prior to the day such offering is to commence (unless a longer period is agreed to by Controlling Holders representing a majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Corporation shall promptly notify other Controlling Holders and such other Controlling Holders must elect whether or not to participate by the next Business Day (i.e., one Business Day prior to the day such offering is to commence) (unless a longer period is agreed to by Controlling Holders representing a majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Corporation shall as expeditiously as possible use its reasonable efforts to facilitate such offering (which may close as early as three Business Days after the date it commences); provided that Controlling Holders representing a majority of the Registrable Securities wishing to engage in the underwritten block trade shall use commercially reasonable efforts to work with the Corporation and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade.”
B. | As hereby amended by this Amendment, the Original Registration Rights Agreement remains in full force and effect. |
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Registration Rights Agreement as of the date first written above.
SHAKE SHACK INC. | ||
By: | /s/ Randy Garutti | |
Name: | Randy Garutti | |
Title: | Chief Executive Officer | |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
UNION SQUARE HOSPITALITY GROUP, LLC | ||
By: | /s/ Daniel H. Meyer | |
Name: | Daniel H. Meyer | |
Title: | Chief Executive Officer | |
UNION SQUARE CAFE CORP. | ||
By: | /s/ Daniel H. Meyer | |
Name: | Daniel H. Meyer | |
Title: | Authorized Signatory | |
GRAMERCY TAVERN CORP. | ||
By: | /s/ Daniel H. Meyer | |
Name: | Daniel H. Meyer | |
Title: | Authorized Signatory | |
/s/ Daniel H. Meyer | ||
Daniel H. Meyer | ||
DANIEL H. MEYER 2012 GIFT TRUST U/A/D 10/31/12 | ||
By: | /s/ Jack R. Polsky | |
Name: | Jack R. Polsky, not individually but solely as Co-Trustee | |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
FLUG 2012 GS TRUST U/A/D 9/14/12 | ||
By: | /s/ Sheryl Flug | |
Name: | Sheryl Flug, as Co-Trustee | |
GULF FIVE LLC | ||
By: | /s/ Jeff Flug | |
Name: | Manager | |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
/s/ Richard Coraine | ||
Richard Coraine | ||
THE RICHARD D. CORAINE 2012 FAMILY | ||
TRUST | ||
By: | /s/ Toni Haida | |
Name: | Toni Haida | |
Title: | Trustee | |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
/s/ David Swinghamer | ||
David Swinghamer | ||
THE DAVID A. SWINGHAMER GRAT | ||
By: | /s/ Susan Swinghamer | |
Name: | Susan Swinghamer | |
Title: | Co-Trustee | |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
/s/ Karen Kochevar | ||
Karen Kochevar | ||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
/s/ Walter Robb | ||
Walter Robb | ||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
/s/ Erin Moran | ||
Erin Moran | ||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
/s/ Ashley Campbell | ||
Ashley Campbell | ||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
GREEN EQUITY INVESTORS VI, L.P. | ||
By: | GEI Capital, VI, LLC, its General Partner | |
By: | /s/ Lance J.T. Schumacher | |
Lance J.T. Schumacher | ||
Vice President - Tax | ||
GREEN EQUITY INVESTORS SIDE VI, L.P. | ||
By: | GEI Capital, VI, LLC, its General Partner | |
By: | /s/ Lance J.T. Schumacher | |
Lance J.T. Schumacher | ||
Vice President - Tax | ||
LGP MALTED COINVEST LLC | ||
By: | Peridot Coinvest Manager LLC, its Manager | |
By: | Leonard Green & Partners, L.P., its Manager | |
By: | LGP Management, Inc., its General Partner | |
By: | /s/ Lance J.T. Schumacher | |
Lance J.T. Schumacher | ||
Vice President - Tax | ||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
/s/ Randy Garutti | ||
Randy Garutti | ||
THE RANDALL J. GARUTTI 2014 GST | ||
TRUST | ||
By: | J.P. Morgan Trust Company of Delaware, | |
Administrative Trustee | ||
By: | /s/ David Brown | |
Name: | David Brown | |
Title: | Vice President | |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
/s/ Jeff Uttz | ||
Jeff Uttz | ||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
SEG PARTNERS, L.P. | ||
By: | SEG Partners Holdings, LLC, its general | |
partner | ||
By: | /s/ George Loening | |
Name: | George Loening | |
Title: | Managing Member | |
SEG PARTNERS II, L.P. | ||
By: | SEG Partners II Holdings, LLC, its general partner | |
By: | /s/ George Loening | |
Name: | George Loening | |
Title: | Managing Member | |
SEG PARTNERS OFFSHORE MASTER | ||
FUND, LTD | ||
By: | /s/ George Loening | |
Name: | George Loening | |
Title: | Director | |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
ROXANNE H. FRANK REVOCABLE TRUST | ||
DATED 9/30/75 | ||
By: | /s/ Jack Polsky | |
Name: | Jack Polsky | |
Title: | Trustee | |
RHF-NM 1999 DESCENDANTS TRUST | ||
DATED 1/1/2006 | ||
By: | /s/ Michael McQuinn | |
Name: | Michael McQuinn | |
Title: | Trustee | |
MARC WEISS REVOCABLE TRUST U/A/D | ||
DATED 1/1/2006 | ||
By: | /s/ Marc Weiss | |
Name: | Marc Weiss | |
Title: | Trustee | |
RHF-TM 1999 DESCENDANTS TRUST | ||
DATED 1/1/2006 | ||
By: | /s/ Michael McQuinn | |
Name: | Michael McQuinn | |
Title: | Trustee | |
VHP SPECIAL TRUST FOR JACK DATED | ||
12/31/12 | ||
By: | /s/ Jack Polsky | |
Name: | Jack Polsky | |
Title: | Trustee | |
JEAN POLSKY INVESTMENT TRUST | ||
DATED 3/21/97 | ||
By: | /s/ Jack Polsky | |
Name: | Jack Polsky | |
Title: | Trustee | |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
JOAN W. HARRIS REVOCABLE TRUST | ||
DATED 4/1/93 | ||
By: | /s/ Joan Harris | |
Name: | Joan Harris | |
Title: | Trustee | |
BENJAMIN HARRIS FAMILY TRUST | ||
DATED 12/23/92 | ||
By: | /s/ Boardman Lloyd | |
Name: | Boardman Lloyd | |
Title: | Trustee | |
DAVID HARRIS FAMILY TRUST DATED | ||
DATED 12/23/92 | ||
By: | /s/ Boardman Lloyd | |
Name: | Boardman Lloyd | |
Title: | Trustee | |
AMY WEISS-MEYER QUALIFIED MINOR'S | ||
TRUST DATED 12/22/05 | ||
By: | /s/ Jack Polsky | |
Name: | Jack Polsky | |
Title: | Trustee | |
ISAAC WEISS-MEYER QUALIFIED | ||
MINOR'S TRUST DATED 12/22/05 | ||
By: | /s/ Jack Polsky | |
Name: | Jack Polsky | |
Title: | Trustee | |
HALLIE MEYER QUALIFIED MINOR'S | ||
TRUST DATED 11/23/05 | ||
By: | /s/ Jack Polsky | |
Name: | Jack Polsky | |
Title: | Trustee | |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
GRETCHEN MEYER QUALIFIED MINOR'S | ||
TRUST DATED 11/23/05 | ||
By: | /s/ Jack Polsky | |
Name: | Jack Polsky | |
Title: | Trustee | |
CHARLES MEYER QUALIFIED MINOR'S | ||
TRUST DATED 11/23/05 | ||
By: | /s/ Jack Polsky | |
Name: | Jack Polsky | |
Title: | Trustee | |
PEYTON MEYER QUALIFIED MINOR'S | ||
TRUST DATED 11/23/05 | ||
By: | /s/ Jack Polsky | |
Name: | Jack Polsky | |
Title: | Trustee | |
/s/ Beth Stephens | ||
Beth Stephens | ||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
/s/ Orrin Devinsky | ||
Orrin Devinsky | ||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
/s/ Lauren Sloate | ||
Lauren Sloate | ||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
/s/ Bert Vivian | ||
Bert Vivian | ||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
/s/ Jamie Welch and Fiona Angelini | ||
Jamie Welch and Fiona Angelini | ||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
GRANITE POINT CAPITAL, L.P. | ||
By: | Granite Point Capital Management, | |
Investment Manager | ||
By: | /s/ C. David Bushley | |
Name: | C. David Bushley | |
Title: | Chief Operating Officer | |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
THOMAS O'NEAL RYDER FAMILY TRUST | ||
By: | /s/ Darlene Ryder | |
Name: | Darlene Ryder | |
Title: | Trustee | |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
ACG SHACK LLC | ||
By: | Alliance Consumer Growth LLC, Its Manager | |
By: | /s/ Joshua N. Goldin | |
Name: | Joshua N. Goldin | |
Title: | Managing Member | |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]