RELATED PARTY TRANSACTIONS

Union Square Hospitality Group

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 are considered related parties.

USHG, LLC

Effective January 2015, we entered into an Amended and Restated Management Services Agreement with USHG, LLC ("USHG"), in which USHG provides reduced management services to SSE Holdings comprised of executive leadership from members of its senior management, advisory and development services and limited leadership development and human resources services. The initial term of the Amended and Restated Management Services Agreement is through December 31, 2019, with renewal periods.

Total amounts paid to USHG for general corporate expenses were $1 and $6 for the thirteen and twenty-six weeks ended June 28, 2017. For the thirteen and twenty-six weeks ended June 29, 2016 total amounts paid to USHG for general corporate expenses were $1 and $6, respectively. These amounts are included in general and administrative expenses on the Condensed Consolidated Statements of Income.

No amounts were payable to USHG as of June 28, 2017. Total amounts payable to USHG as of December 28, 2016 were $1, which is included in other current liabilities on the Condensed Consolidated Balance Sheets. No amounts were due from USHG as of June 28, 2017 and December 28, 2016.

Daily Provisions

In May 2017 we began purchasing coffee cake from Daily Provisions, a restaurant owned by Union Square Hospitality Group, to offer as a breakfast item at our Madison Square Park Shack. No amounts were paid to Daily Provisions during the thirteen and twenty-six weeks ended June 28, 2017 and June 29, 2016. Total amounts payable to Daily Provisions as of June 28, 2017 were $1, which are included in accounts payable on the Condensed Consolidated Balance Sheets. No amounts were payable to Daily provisions as of December 28, 2016.

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") to operate Shake Shack branded limited menu concession stands in sports and entertainment venues within the United States. The agreement expires in January 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 twenty-six weeks ended June 28, 2017 were $115 and $135, respectively. For both the thirteen and twenty-six weeks ended June 29, 2016 amounts paid to us by HYSE in the were $103. These amounts are included in licensing revenue on the Condensed Consolidated Statements of Income. Total amounts due from HYSE as of June 28, 2017 and December 28, 2016 were $58 and $11, which are included in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets.

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 $133 and $332 for the thirteen and twenty-six weeks ended June 28, 2017, respectively. Amounts paid to Madison Square Park Conservancy as rent amounted to $195 and $390 for the thirteen and twenty-six weeks ended June 29, 2016, respectively. These amounts are included in occupancy and related expenses on the Condensed Consolidated Statements of Income.Total amounts due to MSP Conservancy as of June 28, 2017 and December 28, 2016 were $79 and $1, respectively. These amounts are included in accrued expenses on the Condensed Consolidated Balance Sheets.

Additionally, we received tenant improvement allowances from MSP Conservancy related to a reconstruction project which ended in 2015. No amounts were paid to us from MSP Conservancy during the thirteen weeks ended June 28, 2017. During the twenty-six weeks ended June 28, 2017 amounts paid to us from MSP Conservancy totaled $200. No amounts were paid to us during the thirteen and twenty-six weeks ended June 29, 2016. No amounts were due to us from MSP Conservancy as of June 28, 2017.

Total amounts due from MSP Conservancy as of December 28, 2016 were $200, which are included in accounts receivable 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.

During the thirteen and twenty-six weeks ended June 28, 2017 the Great American Shake Sale raised $631 for Share Our Strength, which was payable to Share Our Strength as of June 28, 2017 and included in accounts payable on the Condensed Consolidated Balance Sheets. Amounts paid to Share Our Strength for both the thirteen and twenty-six weeks ended June 29, 2016 were $587. We incurred costs of approximately $119 for both the thirteen and twenty-six weeks ended June 28, 2017 and $98 for both the thirteen and twenty-six weeks ended June 29, 2016. These costs represent the cost of the free shakes redeemed and are included in general and administrative expenses on the Condensed Consolidated Statements of Income.

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. Amounts paid to Olo during the thirteen and twenty-six weeks ended June 28, 2017 were $20 and $38, respectively, which are included in other operating expenses on the Condensed Consolidated Statements of Income. No amounts were paid to Olo for the thirteen and twenty-six weeks ended June 29, 2016. No amounts were payable to Olo as of June 28, 2017 and December 28, 2016.

Square, Inc.

On July 20, 2017, our Chief Executive Officer joined the Board of Directors of Square, Inc ("Square"). Square provides point-of-sale solutions and other business management tools. Square also owns Caviar, a food ordering service. We currently use the Square payment application to process a limited number of sales at our Shacks and sales for certain off-site events. In March 2017, we partnered with Caviar for a limited-time delivery promotion.

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 payments were made to the members of SSE Holdings pursuant to the Tax Receivable Agreement during the thirteen weeks ended June 28, 2017. During the twenty-six weeks ended June 28, 2017, payments of $1,471, inclusive of interest, were made to the members. No amounts were paid to the members during the thirteen and twenty-six weeks ended June 29, 2016. As of June 28, 2017 and December 28, 2016, total amounts due under the Tax Receivable Agreement were $280,426 and $272,482, 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 thirteen and twenty-six weeks ended June 28, 2017 distributions paid to non-controlling interest holders were $2,024 and $2,379, respectively. For the thirteen and twenty-six weeks ended June 29, 2016 tax distributions of $1,602 were paid to non-controlling interest holders. No tax distributions were payable to non-controlling interest holders as of June 28, 2017. As of December 28, 2016 tax distributions of $607 were payable to non-controlling interest holders.