EFTA01365855.pdf

Amendment No. 3 to Form S-I Table of Conte tig Exhibit Number Description of Document 1.1 Form of Undeuriling Agreement**** 3.1 Form of Amended and Restated Centficate of Incorporation of Fogo de Chao. Inc."'" 3.2 Form of Amended and Restated Bylaws of Fogo de Chao. Inc.**** 4.1 Form of Amended and Restated Registration Rights Agreement among Fogo de Chao, Inc.. the TM- Investors, the Management Stockholders and the Other Investors named therein***■ 5.1 Opinion of Davis Polk & Wardwell LLP•*** 10.18 Brasa (Parent) Inc. 2012 Omnibus Equity Incentive Plane 10.28 Fogo de Chao, Inc. 2015 Omnibus Incentive Plan 10.38 Form of Nonqualified Stock Option Award Agreement under the Brass (Parent) Inc. 2012 Omnibus Equity Incentive Plan" 10.40 Form of Notice of Restricted Stock Issuance under the Brasa (Parent) Inc. 2012 Omnibus Equity Incentive Plan" 10.58 Form of Restricted Stock Agreement under the Brasa (Parent) Inc. 2012 Omnibus Equity Incentive Plan** 10.68 Amended and Restated Employment Agreement with Lawrence J. Johnson dated as of July 20, 20I2*" 10.7 First Lien Credit Agreement dated as of July 20, 2012 among Brasa (Holdings) Inc., Brasa (Purchaser) Inc., JPMorgan Chase Bank, N.A., the other lenders patty thereto and Jefferies Finance LLC and Golub Capital LLC** 10.8 First Amendment to the First Lien Credit Agreement dated as of August 23, 2013** 10.9 Second Amendment to the First Lien Credit Agreement dated as of April 9, 2014** 10.10 Second Lien Credit Agreement dated as of July 20. 2012 among Brasa (Holdings) Inc., Brasa (Purchaser) Inc., Wilmington Tmst, National Association, the other lenders party thereto and JPMorgan Chase Bank N.A. and Jefferies Finance LLC** 10.11 First Amendment to the Second Lien Credit Agreement dated as of April 9, 2014** 10.12 Form of Indemnification Agreement between Fogo de Chao. Inc. and its directors and certain officers**** 10.130 Employment Agreement with Selma Oliveira dated as of July 11, 2014** 10.140 Form of Notice of Nonqualified Stock Option Award under the Fogo de Chao, Inc. 2015 Omnibus Incentive Plan"" 10.150 Fogo de Chao, Inc. Management Incentive Plan 10.16 Director Securities Purchase Agreement by and between Fogo de Chao. Inc. and Gerald W. Deitchle dated February 6, 2015•*** 10.17 Director Securities Purchase Agreement by and betwixt' Fogo de Chao, Inc. and Neil Moses dated February 6, 20I5**** 10.18 Director Securities Purchase Agreement by and between Fogo de Chao. Inc. and Douglas R. Pendergast dated February 6, 2015**** 21.1 Subsidiaries of Fogo de Chao. Inc.**** 23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Finn 23.2 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Finn 23.3 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)*n* 23.4 Consent of Buxton Co.** 24.1 Powers of Attorney (included in the signature page to the registration statement)•* N Indicates ntanagement contact or compatsatop• plan •• Filed as part of this Registration Statement on Foam S-I (Registration no. 333-203527) on April 20. 2015 ••• Filed as part of this Reginration Statement on Farm S-I (Registration No. 333-203527) on May 27. 2015 •••* Filed as part of this Registration Statement on Fam S-I (Registration No. 333-203527) on June & 2015 11-7 CRIR06502dsla.htm16/17/2015 12:26:00 I'MI CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057169 CONFIDENTIAL SONY GM_00203353 EFTA01365855