EX-7.1.2 2 exhibit712.htm EXHIBIT 7.1.2

Exhibit 7.1.2

AMENDMENT No. 2 TO STOCKHOLDERS AGREEMENT

THIS AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT, dated and effective as of May 11, 2017 (this “Amendment”), is entered into by and among (i) Shake Shack Inc., a Delaware corporation (the “Company”), (ii) SSE Holdings, LLC, a Delaware limited liability company (“Holdings”), (iii) the Persons listed on the signature pages hereto under the caption “Meyer Stockholders” (the “Meyer Stockholders”), (iv) the Persons listed on the signature pages hereto under the caption “LGP Stockholders” (the “LGP Stockholders”) and (v) the Persons listed on the signature pages hereto under the caption “SEG Stockholders” (the “SEG Stockholders”). All capitalized terms defined herein but not used herein shall have the meanings as ascribed to such terms in the Stockholders Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, the Company, Holdings, the Meyer Stockholders, the LGP Stockholders, the SEG Stockholders and certain other stockholders of the Company (together with their Affiliates and the Meyer Stockholders, collectively, the “Management Stockholders”) have previously entered into a Stockholders Agreement, dated and effective as of February 4, 2015, as amended by Amendment No. 1 to Stockholders Agreement, dated and effective as of October 8, 2015 (collectively, the “Stockholders Agreement”); and

WHEREAS, the Meyer Stockholders, the LGP Stockholders and the SEG Stockholders desire to amend the Stockholders Agreement as hereinafter provided to remove certain persons as Management Stockholders.

NOW, THEREFORE, Meyer Stockholders, the LGP Stockholders and the SEG Stockholders hereto agree as follows:

A. Schedule 2 (Management Stockholders) to the Stockholders Agreement is hereby amended and restated in its entirety and replaced by Schedule 2 attached hereto.

B. As hereby amended by this Amendment, the Stockholders Agreement remains in full force and effect.

IN WITNESS WHEREOF, each of the undersigned has signed this Amendment No. 2 to Stockholders Agreement as of the date first above written.

		COMPANY:
		SHAKE SHACK INC.
		By:	/s/ Ronald Palmese Jr.
		Name:	Ronald Palmese Jr.
		Title:	General Counsel
		HOLDINGS:
		SSE HOLDINGS, LLC
		By:	/s/ Ronald Palmese Jr.
		Name:	Ronald Palmese Jr.
		Title:	General Counsel

[Signature Page to Amendment No. 2 to Stockholders Agreement]

		MEYER STOCKHOLDERS:
		UNION SQUARE HOSPITALITY GROUP, LLC
		By:	/s/ Daniel H. Meyer
		Name:	Daniel H. Meyer
		Title:	Chief Executive Officer
		GRAMERCY TAVERN CORP.
		By:	/s/ Daniel H. Meyer
		Name:	Daniel H. Meyer
		Title:	Authorized Signatory
		By:	/s/ Daniel H. Meyer
		Daniel H. Meyer
		DANIEL H. MEYER 2012 GIFT TRUST U/A/D 10/31/12
		By:	/s/ Audrey Meyer
		Name:	Audrey Meyer, not individually but solely as Co-Trustee

[Signature Page to Amendment No. 2 to Stockholders Agreement]

		LGP STOCKHOLDERS:
		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. 2 to Stockholders Agreement]

		SEG STOCKHOLDERS:
		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. 2 to Stockholders Agreement]

SCHEDULE 2

MANAGEMENT STOCKHOLDERS

Daniel H. Meyer

Daniel H. Meyer 2012 Gift Trust U/A/D 10/31/12

Gramercy Tavern Corp.

Jeff Flug

Flug 2015 GS Trust U/A/D 12/29/15

Randy Garutti

The Randall J. Garutti 2014 GST Trust

Robert Vivian