SHAK-20160309_Exhibit 10.1.1


EXECUTION COPY




AMENDMENT NO. 1 
TO 
THIRD AMENDED AND RESTATED 
LIMITED LIABILITY COMPANY AGREEMENT
This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of March 7, 2016, but effective as of February 5, 2015 (this “Agreement”) is entered into by and among SSE Holdings, LLC, a Delaware limited liability company (the “Company”), and its Majority Members, identified on the signature pages hereto.  Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Third A&R LLC Agreement (as defined herein).
WHEREAS, the Company and its Members entered into a Third Amended and Restated Limited Liability Company Agreement, dated as of February 4, 2015 (together with all schedules, exhibits and annexes thereto, the “Third A&R LLC Agreement”).
WHEREAS, the Company and the Majority Members desire to amend the Third A&R LLC Agreement to reflect the original intent of all parties to the Third A&R LLC Agreement with respect to the calculation of the Common Unit Redemption Price.
NOW, THEREFORE, the Company and the Majority Members agree as follows:
		
	A.
	The definition of “Common Unit Redemption Price” is hereby amended in its entirety as follows:


“Common Unit Redemption Price” means (1) with respect to any underwritten transaction, the purchase price (net of any underwriter discounts or commissions) paid by the underwriter(s) for a share of Class A Common Stock in such underwritten transaction, and (2) in the absence of an underwritten transaction, the arithmetic average of the volume weighted average prices for a share of Class A Common Stock on the principal U.S. securities exchange or automated or electronic quotation system on which the Class A Common Stock trades, as reported by Bloomberg, L.P., or its successor, for each of the five (5) consecutive full Trading Days ending on and including the last full Trading Day immediately prior to the Redemption Date, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events affecting the Class A Common Stock.  If the Class A Common Stock no longer trades on a securities exchange or automated or electronic quotation system, then a majority of the Independent Directors shall determine the Common Unit Redemption Price in good faith.
		
	B.
	As hereby amended by this Amendment, the Third A&R LLC Agreement remains in full force and effect.











IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Third Amended and Restated Limited Liability Company Agreement effective as of February 5, 2015.
	
					
	 
	 
	 
	COMPANY



	 
	 
	 
	SSE HOLDINGS, LLC



	 
	 
	 
	By:
	/s/ Jeff Uttz



	 
	 
	 
	Name: 


	Jeff Uttz



	 
	 
	 
	Title: 


	Chief Financial Officer



	 
	 
	 
	 
	 

	 
	 
	 
	MAJORITY MEMBERS

	 
	 
	 
	SHAKE SHACK INC.



	 
	 
	 
	By:
	/s/ Jeff Uttz



	 
	 
	 
	Name: 


	Jeff Uttz



	 
	 
	 
	Title: 


	Chief Financial Officer



	 
	 
	 
	 
	 

	 
	 
	 
	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



	 
	 
	 
	 
	 

	 
	 
	 
	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. 1 to Third Amended and Restated Limited Liability Company Agreement]






	
					
	 
	 
	 
	GREEN EQUITY INVESTORS VI, L.P.



	 
	 
	 
	By: 


	GEI Capital VI, LLC, its General Partner



	 
	 
	 
	 
	 

	 
	 
	 
	By:


	 /s/ Lance J.T. Schumacher



	 
	 
	 
	Name: 


	Lance J.T. Schumacher



	 
	 
	 
	Title: 


	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



	 
	 
	 
	 
	 

	 
	 
	 
	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



	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 







[Signature Page to Amendment No. 1 to Third Amended and Restated Limited Liability Company Agreement]