RELATED PARTY TRANSACTIONS

Union Square Hospitality Group

Union Square Hospitality Group, LLC is a stockholder and a party to the Stockholders Agreement dated February 4, 2015, as amended, that we entered into in connection with our IPO. The Chairman of our Board of Directors serves as the Chief Executive Officer of Union Square Hospitality Group, LLC. As a result, Union Square Hospitality Group, LLC and its subsidiaries (collectively, "USHG") are considered related parties.

Previously, our employees were included in USHG's self-insurance health plan and we paid our portion of the plan costs on a monthly basis to USHG. In February 2015, we established our own self-funded health insurance plan for our employees and ceased payments to USHG. Amounts paid to the USHG for these health insurance costs were $146 for the thirty-nine weeks ended September 30, 2015. No amounts were paid to USHG for health insurance costs for the thirteen and thirty-nine weeks ended September 28, 2016. These amounts are included in labor and related expenses and general and administrative expenses on the Condensed Consolidated Statements of Income (Loss). Additionally, our employees are eligible participants under USHG's 401(k) plan. We pay our share of the employer's matching contributions directly to the third-party plan trustee.

We also pay USHG for certain miscellaneous general operating expenses incurred by them on our behalf. Total amounts paid to USHG for general corporate expenses were $1 and $7 for the thirteen and thirty-nine weeks ended September 28, 2016. For the thirteen and thirty-nine weeks ended September 30, 2015 total amounts paid to USHG for general corporate expenses were $29 and $155, respectively. These amounts are included in general and administrative expenses on the Condensed Consolidated Statements of Income (Loss).

No amounts were payable to USHG as of September 28, 2016. Total amounts payable to USHG as of December 30, 2015 were $2. These amounts are included in other current liabilities on the Condensed Consolidated Balance Sheets. No amounts were due from USHG as of September 28, 2016 and December 30, 2015.

Hudson Yards Sports and Entertainment

In fiscal 2011, we entered into a Master License Agreement (as amended, "MLA") with Hudson Yards Sports and Entertainment LLC ("HYSE"), a subsidiary of USHG and a related party, to operate Shake Shack branded limited menu concession stands in sports and entertainment venues within the United States. The agreement expires on December 31, 2027 and includes five consecutive five-year renewal options at HYSE's option. As consideration for these rights, HYSE pays us a license fee based on a percentage of net food sales, as defined in the MLA. HYSE also pays us a percentage of profits on sales of branded beverages, as defined in the MLA. Amounts paid to us by HYSE for the thirteen and thirty-nine weeks ended September 28, 2016 were $174 and $277, respectively, and $157 and $252 for the thirteen and thirty-nine weeks ended September 30, 2015, respectively. Total amounts due from HYSE as of September 28, 2016 were $66, which is included in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. No amounts were due from HYSE as of December 30, 2015 due to the seasonal nature of the concession stands.

Madison Square Park Conservancy

The Chairman of our Board of Directors serves as a director of the Madison Square Park Conservancy ("MSP Conservancy"), with which we have a license agreement and pay license fees to operate our Madison Square Park Shack. Amounts paid to Madison Square Park Conservancy as rent amounted to $195 and $585, respectively, for the thirteen and thirty-nine weeks ended September 28, 2016. We paid $331 and $442 to Madison Square Park Conservancy as rent for the thirteen and thirty-nine weeks ended September 30, 2015, respectively. These amounts are included in occupancy and related expenses on the Condensed Consolidated Statements of Income (Loss). Total amounts due to the MSP Conservancy as of September 28, 2016 and December 30, 2015 were $246 and $17, respectively, which is included in accrued expenses on the Condensed Consolidated Balance Sheets.

Share Our Strength

The Chairman of our Board of Directors serves as a director of Share Our Strength, for which Shake Shack holds the "Great American Shake Sale" every year during the month of May to raise money and awareness for childhood hunger. During the Great American Shake Sale, we encourage guests to donate money to Share Our Strength's No Kid Hungry campaign in exchange for a coupon for a free cake-themed shake. All of the guest donations we collect go directly to Share Our Strength. We raised a total of $587 and $504 during the thirty-nine weeks ended September 28, 2016 and September 30, 2015, respectively. No amounts were raised during the thirteen weeks ended September 28, 2016 and September 30, 2015, respectively. All proceeds were remitted to Share Our Strength in the respective years. We incurred costs of approximately $17 and $115 for the thirteen and thirty-nine weeks ended September 28, 2016, respectively. For the thirteen and thirty-nine weeks ended September 30, 2015 we incurred costs of $12 and $101, respectively. These costs represent the cost of the free shakes redeemed and are included in general and administrative expense and other operating expenses on the Consolidated Statements of Income (Loss). Additionally, we held a promotional event during the thirteen weeks ended September 28, 2016 in which we donated a total of $20 to the Share Our Strength's No Kid Hungry campaign, which is included in general and administrative expense on the Consolidated Statements of Income (Loss).

Mobo Systems, Inc.

The Chairman of our Board of Directors serves as a director of Mobo Systems, Inc. (also known as "Olo"), a platform we use in connection with our mobile ordering application. No amounts were paid to Olo for both the thirteen and thirty-nine weeks ended September 28, 2016. Amounts paid to Olo for the thirty-nine weeks ended September 30, 2015 were $8. No amounts were paid to Olo for the thirteen weeks ended September 30, 2015. No amounts were payable to Olo as of September 28, 2016 and December 30, 2015.

Tax Receivable Agreement

As described in Note 10, we entered into a tax receivable agreement with certain members of SSE Holdings that provides for the payment by us of 85% of the amount of tax benefits, if any, that Shake Shack actually realizes or in some cases is deemed to realize as a result of certain transactions. No amounts were paid to any members of SSE Holdings pursuant to the Tax Receivable Agreement during the thirteen and thirty-nine weeks ended September 28, 2016 and September 30, 2015. As of September 28, 2016 and December 30, 2015, total amounts due to members of SSE Holdings under the under the Tax Receivable Agreement were $263,881 and $173,090, respectively.

Distributions to Members of SSE Holdings

Under the terms of the SSE Holdings LLC Agreement, SSE Holdings is obligated to make tax distributions to its members. During the thirty-nine weeks ended September 28, 2016 tax distributions of $1,602 were paid to non-controlling interest holders. No tax distributions were paid to non-controlling interest holders during the thirteen weeks ended September 28, 2016. A special distribution was paid to certain of the members of SSE Holdings in the amount of $11,125 on February 4, 2015. No tax distributions were paid to non-controlling interest holders during the thirteen and thirty-nine weeks ended September 30, 2015. As of September 28, 2016, $607 was payable to non-controlling interest holders and no distributions were payable to non-controlling interest holders as of December 30, 2015.