SHAK-20170628_Exhibit 10.2



Exhibit 10.2



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.









Exhibit 10.2



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]





Exhibit 10.2



	
						
	 
	 
	 
	MEYER STOCKHOLDERS:
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	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]





Exhibit 10.2



	
						
	 
	 
	 
	LGP STOCKHOLDERS:




	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	GREEN EQUITY INVESTORS VI, L.P.


	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: 


	GEI Capital VI, LLC, its General Partner
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ 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/ 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/ J.T. Schumacher




	 

	 
	 
	 
	Lance J.T. Schumacher


	 

	 
	 
	 
	Vice President - Tax


	 








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





Exhibit 10.2



	
						
	 
	 
	 
	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]





Exhibit 10.2



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