TERMINATION OF REGISTRATION RIGHTS AGREEMENT
EX-10.1 2 ex101terminationofregistra.htm EX 10.1 - TERMINATION OF REGISTRATION RIGHTS AGREEMENT 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 |
3
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 | |||||
4
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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