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| STOCK REPURCHASE AGREEMENT
This STOCK REPURCHASE AGREEMENT (this “Agreement”) is made and entered
into as of November 29, 2023, by and between El Pollo Loco Holdings, Inc., a Delaware corporation (the
“Company”), FS Equity Partners V, L.P. (“Seller 1”) and FS Affiliates V, L.P. (“Seller 2” and together
with Seller 1, “Sellers”).
W I T N E S S E T H:
WHEREAS, Sellers directly own an aggregate of 3,034,303 shares of the Company’s
issued and outstanding common stock, par value $0.01 per share (the “Company Shares”) comprised of
2,994,251 Company Shares owned by Seller 1 and 40,052 Company Shares owned by Seller 2; and
WHEREAS, effective November 29, 2023, each Seller desires to sell to the Company, and
the Company desires to purchase, free and clear of any and all Liens (as defined below) from Sellers an
aggregate of 1,500,000 of such Company Shares (the “Purchased Shares”) (comprised of 1,480,200
Company Shares from Seller 1 and 19,800 Company Shares from Seller 2) for a per share purchase price
equal to $8.40, representing the closing price of such Company Shares as listed on Nasdaq on November
29, 2023 (the “Per Share Purchase Price”).
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants, agreements, representations and warranties contained herein, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE; CLOSING
1.1 Purchase and Sale. Upon the terms and subject to the conditions of this Agreement,
effective on the Closing Date (as defined below), Sellers agree to sell, convey, assign, transfer and deliver
to the Company, and the Company agrees to purchase from Sellers, the Purchased Shares, free and clear of
any and all mortgages, pledges, encumbrances, liens, security interests, options, charges, claims, deeds of
trust, deeds to secure debt, title retention agreements, rights of first refusal or offer, limitations on voting
rights, proxies, voting agreements, limitations on transfer or other agreements or claims of any kind or
nature whatsoever (collectively, “Liens”).
1.2 Purchase Price. Upon the terms and subject to the conditions of this Agreement, in
consideration of the aforesaid sale, conveyance, assignment, transfer and delivery to the Company of the
Purchased Shares, the Company shall pay to Sellers the Per Share Purchase Price multiplied by the number
of Purchased Shares being sold by the Sellers (the “Purchase Price”), which Purchase Price shall be paid
by Company to Sellers in cash by wire transfer of immediately available funds to an account that the Seller
shall designate in writing.
1.3 Expenses. Except as expressly set forth in this Agreement, all fees and expenses incurred
by each party hereto in connection with the matters contemplated by this Agreement shall be borne by the
party incurring such fee or expense, including without limitation the fees and expenses of any investment
banks, attorneys, accountants or other experts or advisors retained by such party.
1.4 The Closing. The consummation of the transactions contemplated by this Agreement (the
“Closing”) shall take place on December 4, 2023 (the “Closing Date”), provided that the obligations of
Sellers and the Company to consummate the transactions contemplated by this Agreement shall be
conditioned upon there being no injunction or other order, judgment, law, regulation, decree or ruling or |