EX 10.1 Termination of Registration Rights Agreement


Exhibit 10.1


TERMINATION OF REGISTRATION RIGHTS AGREEMENT




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


RECITALS


WHEREAS, an Amended and Restated Registration Rights Agreement dated as of August 7, 2012 (the “Registration Rights Agreement”) was entered into by and among BLOOMIN’ BRANDS, INC., a Delaware Corporation (the “Company”), the INVESTORS, the OTHER INVESTORS, and the FOUNDERS (the terms INVESTORS, OTHER INVESTORS and the FOUNDERS having the same meaning as defined in the Registration Rights Agreement);


WHEREAS, Elizabeth A. Smith subsequently became a party to the Registration Rights Agreement; 


WHEREAS, the parties desire to terminate the Registration Rights Agreement in its entirety and the Company and Bain Capital (OSI) IX, L.P., Bain Capital (OSI) IX Coinvestment, L.P., BCIP TCV, LLC, Bain Capital Integral Investors 2006, LLC and BCIP Associates—G (collectively, the “Bain Funds”), Chris T. Sullivan and certain of his affiliated persons and entities, and Elizabeth A. Smith desire to enter into a new Registration Rights Agreement concurrently with the termination of the Registration Rights Agreement (the “New Registration Rights Agreement”).


AGREEMENT


Therefore, the parties hereto hereby agree as follows:


Termination of Registration Rights Agreement.  


Subject to Section 6.3 of the Registration Rights Agreement, the Registration Rights Agreement is hereby terminated pursuant to Section 6.2 in its entirety effective April 29, 2014, subject to, and contingent upon, entering into the New Registration Rights Agreement.


IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.
SIGNATURE PAGES FOLLOW





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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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	THE INVESTORS:
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	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 OTHER INVESTORS:
	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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	FOUNDERS:
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	/s/ Robert D. Basham
	 

	 
	 
	 
	Robert D. Basham
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	RDB EQUITIES LIMITED PARTNERSHIP

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: RDB EQUITIES, LLC,
	 
	 

	 
	 
	 
	 
	 
	its General Partner
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	By
	/s/ Robert D. Basham
	 
	 

	 
	 
	 
	 
	 
	     Robert D. Basham
	 

	 
	 
	 
	 
	 
	     Manager
	 
	 



































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	FOUNDERS:
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	/s/ Chris T. Sullivan
	 

	 
	 
	 
	Chris T. Sullivan
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	CTS EQUITIES LIMITED PARTNERSHIP

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By: CTS EQUITIES, LLC,

	 
	 
	 
	 
	   its General Partner
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	      By
	/s/ Chris T. Sullivan
	 
	 

	 
	 
	 
	 
	 
	Chris T. Sullivan
	 
	 

	 
	 
	 
	 
	 
	Manager
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	CHRIS T. SULLIVAN FOUNDATION

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Chris T. Sullivan
	 
	 

	 
	 
	 
	 
	  Chris T. Sullivan 
	 
	 

	 
	 
	 
	 
	  President
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	/s/ Ashley Sullivan
	 
	 

	 
	 
	 
	ASHLEY SULLIVAN
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	/s/ Alexander Sullivan
	 
	 

	 
	 
	 
	ALEXANDER SULLIVAN
	 
	 











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	To be effective for all purposes as of April 29, 2014
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	ALEXANDER SULLIVAN IRREVOCABLE

	 
	 
	 
	 
	TRUST
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Jill N. Creager
	 
	 

	 
	 
	 
	 
	Trustee:
	Jill N. Creager
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	ASHLEY SULLIVAN IRREVOCABLE TRUST

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Jill N. Creager
	 
	 

	 
	 
	 
	 
	Trustee:
	Jill N. Creager
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 











































































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	SMITH:
	 
	 
	 
	 
	 

	 
	 
	 
	/s/ Elizabeth A. Smith
	 

	 
	 
	 
	Elizabeth A. Smith
	 









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