Exhibit






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]