EX 10.2 Termination of Stockholders Agreement


Exhibit 10.2


TERMINATION OF STOCKHOLDERS AGREEMENT




This Termination of the Stockholders Agreement (as defined below) is made as of April 29, 2014.


RECITALS


WHEREAS, a Stockholders Agreement dated as of August 7, 2012 (the “Stockholders Agreement”) was entered into by and among BLOOMIN’ BRANDS, INC., a Delaware Corporation (the “Company”), the BAIN FUNDS, the CATTERTON FUNDS, and the FOUNDERS (the terms BAIN FUNDS, CATTERTON FUNDS and the FOUNDERS having the same meaning as defined in the Stockholders Agreement);


WHEREAS, pursuant to Section 4.1 of the Stockholders Agreement, the BAIN FUNDS and the CATTERTON FUNDS desire to terminate the Stockholders Agreement in its entirety and the BAIN FUNDS and the Company desire to enter into a new Stockholders Agreement (“New Stockholders Agreement”) concurrently with the termination of the Stockholders Agreement.


AGREEMENT


Therefore, the parties hereto hereby agree as follows:


Termination of Stockholders Agreement.  


The Stockholders Agreement is hereby terminated in its entirety effective April 29, 2014, subject to, and effective upon, entering into the New Stockholders Agreement.


In Witness Whereof, each of the BAIN FUNDS and the CATTERTON FUNDS has duly executed this Termination Agreement as of the date first above written.








SIGNATURE PAGES FOLLOW





















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	THE BAIN FUNDS:
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	BAIN CAPITAL (OSI) IX COINVESTMENT, L.P.

	 
	 
	 
	 
	 
	 

	 
	 
	By: Bain Capital Partners IX, L.P.,

	 
	 
	 
	 
	 
	 

	 
	 
	 
	Its general partner
	 

	 
	 
	 
	 
	 
	 

	 
	 
	By: Bain Capital Investors, LLC,

	 
	 
	 
	 
	 
	 

	 
	 
	 
	Its general partner
	 

	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ David Humphrey
	 

	 
	 
	 
	 
	 
	 

	 
	 
	Name: David Humphrey
	 

	 
	 
	 
	 
	 
	 

	 
	 
	Title: Managing Director
	 

	 
	 
	 
	 
	 
	 

	 
	 
	BAIN CAPITAL (OSI) IX, L.P.
	 

	 
	 
	 
	 
	 
	 

	 
	 
	By: Bain Capital Partners IX, L.P.,

	 
	 
	 
	 
	 
	 

	 
	 
	 
	Its general partner
	 

	 
	 
	 
	 
	 
	 

	 
	 
	By: Bain Capital Investors, LLC,
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	Its general partner
	 

	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ David Humphrey
	 

	 
	 
	 
	 
	 
	 

	 
	 
	Name: David Humphrey
	 

	 
	 
	 
	 
	 
	 

	 
	 
	Title: Managing Director
	 

	 
	 
	 
	 
	 
	 

	 
	 
	BCIP TCV, LLC
	 

	 
	 
	 
	 
	 
	 

	 
	 
	By: Bain Capital Investors, LLC,

	 
	 
	 
	 
	 
	 

	 
	 
	 
	Its administrative member

	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ David Humphrey
	 

	 
	 
	 
	 
	 
	 

	 
	 
	Name: David Humphrey
	 

	 
	 
	 
	 
	 
	 

	 
	 
	Title: Managing Director
	 















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	BAIN CAPITAL INTEGRAL INVESTORS 2006, LLC

	 
	 
	 
	 
	 
	 

	 
	 
	By: Bain Capital Investors, LLC,

	 
	 
	 
	 
	 
	 

	 
	 
	 
	Its administrative member

	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ David Humphrey
	 

	 
	 
	 
	 
	 
	 

	 
	 
	Name: David Humphrey
	 

	 
	 
	 
	 
	 
	 

	 
	 
	Title: Managing Director
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	BCIP ASSOCIATES-G
	 

	 
	 
	 
	 
	 
	 

	 
	 
	By: Bain Capital Investors, LLC,
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	Its managing partner
	 

	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ David Humphrey
	 

	 
	 
	 
	 
	 
	 

	 
	 
	Name: David Humphrey
	 

	 
	 
	 
	 
	 
	 

	 
	 
	Title Managing Director
	 

	 
	 
	 
	 
	 
	 





















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	THE CATTERTON FUNDS:
	CATTERTON PARTNERS VI – KANGAROO,

	 
	 
	 
	L.P.
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	Catterton Managing Partner VI, LLC

	 
	 
	 
	 
	General Partner
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	CP6 Management, LLC

	 
	 
	 
	 
	Managing Member of General Partner

	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ J. Michael Chu
	 

	 
	 
	 
	 
	Name: J. Michael Chu
	 

	 
	 
	 
	 
	Title: Authorized Signatory
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	CATTERTON PARTNERS VI – KANGAROO

	 
	 
	 
	COINVEST, L.P.
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	Catterton Managing Partner VI, LLC

	 
	 
	 
	 
	General Partner
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	CP6 Management, LLC

	 
	 
	 
	 
	Managing Member of General Partner

	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ J. Michael Chu
	 

	 
	 
	 
	 
	Name: J. Michael Chu
	 

	 
	 
	 
	 
	Title: Authorized Signatory
	 

	 
	 
	 
	 
	 
	 











































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	COMPANY:
	BLOOMIN’ BRANDS, INC.
	 

	 
	 
	 
	 
	 
	 

	 
	 
	By:
	/s/ David Deno
	 

	 
	 
	 
	Name: David Deno
	 

	 
	 
	 
	Title: Chief Financial and Administrative Officer







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