without giving effect to
any choice of law or conflict provision or rule (whether of the State of New
York or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of New York, and the obligations, rights
and remedies of the parties hereto shall be determined in accordance with such
law.
ALL PARTIES HEREUNDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY
RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON OR ON THE SERIES 2020-1 CLASS A-1 NOTE PURCHASE AGREEMENT, OR ARISING OUT
OF, UNDER, OR IN CONNECTION WITH, THIS INVESTOR GROUP SUPPLEMENT OR THE SERIES
2020-1 CLASS A-1 NOTE PURCHASE AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN
CONNECTION HEREWITH OR THEREWITH. ALL PARTIES ACKNOWLEDGE AND AGREE THAT THEY
HAVE RECEIVED FULL AND SIGNIFICANT CONSIDERATION FOR THIS PROVISION AND THAT
THIS PROVISION IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS
INVESTOR GROUP SUPPLEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Investor Group
Supplement to be executed by their respective duly authorized officers as of the
date first set forth above.
[ ], as Transferor Investor Group
:
[ ], as Acquiring Investor Group
:
[ ], as Funding Agent
:
C-4
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CONSENTED AND ACKNOWLEDGED BY THE ISSUER:
WINGSTOP FUNDING LLC, as the Issuer
:
C-5
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CONSENTED BY:
BARCLAYS BANK PLC, as Swingline Lender
:
BARCLAYS BANK PLC, as L/C Provider
:
C-6
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SCHEDULE I TO
INVESTOR GROUP SUPPLEMENT
LIST OF ADDRESSES FOR NOTICES
AND OF COMMITMENT AMOUNTS
[____________________], as Transferor Investor Group
Prior Commitment Amount:
$[ ]Revised Commitment Amount:$[ ]
Prior Maximum Investor Group Principal Amount:
$[ ]
Revised Maximum Investor Group Principal Amount:
$[ ]
[____________________], as Acquiring Investor Group
Percentage of Transferor Investor
Group's Commitment:[ ]%
Prior Commitment Amount:
$[ ]Revised Commitment Amount:$[ ]
Prior Maximum Investor Group Principal Amount:
$[ ]
Revised Maximum Investor Group Principal Amount:
$[ ]
[_____________________], as related Funding Agent
:
C-7
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EXHIBIT D TO CLASS A-1
NOTE PURCHASE AGREEMENT
[FORM OF PURCHASER'S LETTER]
[PURCHASER]
[PURCHASER ADDRESS]
Attention: [PURCHASER CONTACT]
[Date]
Ladies and Gentlemen:
Reference is hereby made to the Class A-1 Note Purchase Agreement dated as of
October 30, 2020 (the "NPA") relating to the purchase and sale (the
"Transaction") of up to $50,000,000 of Series 2020-1 Variable Funding Senior
Notes, Class A-1 (the "VFN Notes") of Wingstop Funding LLC (the "Issuer"). The
Transaction will not be required to be registered with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Securities Act"). Barclays Bank PLC is acting as administrative agent (the
"Administrative Agent") in connection with the Transaction. Unless otherwise
defined herein, capitalized terms have the definitions ascribed to them in the
NPA. Please confirm with us your acknowledgement and agreement with the
following:
(a)You are an "accredited investor" within the meaning of Rule 501(a)(1), (2),