Amendment to Amended and Restated Stockholders Agreement




 Exhibit 4.3 
 AMENDMENT 
 TO THE 

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT 
 OF 
 CHUYS HOLDINGS, INC. 

This Amendment to the Amended and Restated Stockholders Agreement (this “Amendment”) is entered and effective as of
July 9, 2012 (the “Effective Date”), by and among Chuy’s Holdings, Inc. (the “Company”), MY/ZP Equity, LP (“MY/ZP”), Goode Chuy’s Holdings, LLC (“Goode Holdings”),
Goode Chuy’s Direct Investors, LLC (“Goode Direct”), J.P. Morgan U.S. Direct Corporate Finance Institutional Investors III LLC (“JPM”), 522 Fifth Avenue Fund, L.P. (“522 Fund”), and certain
other stockholders, optionholders and permitted transferees (“Other Stockholders”). 
 RECITALS

 WHEREAS, the Company, MY/ZP, Goode Holdings, Goode Direct, JPM, 522 Fund and the Other Stockholders (collectively, the
“Stockholders”) are parties to the Amended and Restated Stockholders Agreement (the “Stockholders Agreement”) of the Company; 
 WHEREAS, the Company has filed a registration statement on Form S-1 (Registration No. 333-176097) (the “Registration Statement”) for its initial public offering (the
“IPO”); 
 WHEREAS, the Stockholders desire to amend certain terms and provisions of the Stockholders
Agreement. 
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Stockholders hereby agree as follows: 
 1. Amendment to Section 3.3. Section 3.3 is hereby amended and
restated in its entirety to read as follows: 
 “3.3 Holdback Agreements. Except with respect to
the Company’s Public Offering on its Registration Statement on Form S-1 (Registration No. 333-176097), in any registration of Registrable Securities in connection with an underwritten Public Offering, Goode and the other Stockholders will
not effect any sale or distribution, including any sale pursuant to Rule 144 or any successor provision under the Securities Act, of any Securities, and not effect any sale or distribution of any stock convertible into or exchangeable or exercisable
for any shares of Common Stock of the Company (in each case, other than as part of such Public Offering) during the 14 days prior to the effective date of such registration statement or during the period after such effective date equal to the lesser
of (a) such period of time as is agreed between such managing Underwriter and the Company and (b) 180 days. Notwithstanding anything to the contrary in this Agreement, Clint Shackelford will not be prohibited from effecting any sale of his
Common Stock of the Company following the Company’s Public Offering on its Registration Statement on Form S-1 (Registration No. 333-176097).” 








 2. Effect of Amendment. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the Stockholders Agreement. Except as specifically amended by this Amendment, all other provisions of the Stockholders Agreement are hereby ratified and remain in full force
and effect. 
 3. Single Document. From and after the Effective Date all references to the Stockholders Agreement
(whether in the Stockholders Agreement or any other document or agreement prepared in connection with the transactions contemplated by the Stockholders Agreement) shall be deemed to be references to the Stockholders Agreement as amended by this
Amendment. 
 4. Defined Terms. Terms used but not otherwise defined in this Amendment have the meanings given to them in
the Stockholders Agreement. 
 5. Counterparts. This Amendment may be executed and delivered (including by facsimile
transmission) in one or more counterparts, and by each party hereto in separate counterparts, each of which when executed and delivered will be deemed to be an original but all of which taken together will constitute one and the same agreement.

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 IN WITNESS WHEREOF, the undersigned Stockholders have caused this Amendment to be executed
as of the Effective Date. 
  

			
	PREFERRED STOCKHOLDERS
	
	GOODE CHUY’S HOLDINGS, LLC
		
	By:	 	/S/    JOSE FERREIRA,
JR.        
		 	Name: Jose Ferreira, Jr.
		 	Title: Authorized Signatory
	
	MY/ZP EQUITY, LP
	By: MY/ZP GP, LLC, its General Partner
		
	By:	 	/S/    MICHAEL
YOUNG        
		 	Name: Michael Young
		 	Title: Member
		
	By:	 	/S/    JOHN
ZAPP        
		 	Name: John Zapp
		 	Title: Member
	
	GOODE CHUY’S DIRECT INVESTORS, LLC
		
	By:	 	/S/    JOSE FERREIRA,
JR.        
		 	Name: Jose Ferreira, Jr.
		 	Title: Authorized Signatory
	
	J.P. MORGAN U.S. DIRECT CORPORATE FINANCE INSTITUTIONAL INVESTORS III LLC
	By:	 	J.P. Morgan Investment Management Inc., as Investor Advisor
		
	By:	 	/S/    ASHMI MEHROTRA
		 	Name: Ashmi Mehrotra
		 	Title: Executive Director
	
	522 FIFTH AVENUE FUND, L.P.
	By:	 	J.P. Morgan Investment Management Inc., as Investor Advisor
		
	By:	 	/S/    ASHMI MEHROTRA
		 	Name: Ashmi Mehrotra
		 	Title: Executive Director










 
			
		 	COMMON STOCKHOLDERS
		
		 	/s/    Steve J. Hislop
		 	Name: Steve Hislop
		
		 	/s/    Frank Biller
		 	Name: Frank Biller
		
		 	/s/    Ted Zapp
		 	 Name: Ted Zapp

		
		 	/s/    Sharon Russell
		 	 Name: Sharon Russell

		
		 	/s/    Jon W. Howie
		 	 Name: Jon Howie

		
		 	/s/    Michael C. Hatcher
		 	 Name: Michael Hatcher

		
		 	/s/    John Mountford
		 	 Name: John Mountford

		
		 	/s/    William C. Shackelford, Jr.
		 	 Name: William Shackelford