S-8

As filed with the Securities and Exchange Commission on January 15, 2021

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Driven Brands Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware	47-3595252
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

440 S. Church Street, Suite 700

Charlotte, NC 28202

(Address, including zip code, of registrant’s principal executive offices)

Driven Brands Holdings Inc. 2021 Omnibus Incentive Plan

Driven Brands Holdings Inc. Employee Stock Purchase Plan

Driven Investor LLC Option Plan

(Full title of the plan)

Jonathan Fitzpatrick

President and Chief Executive Officer

440 S. Church Street, Suite 700

Charlotte, NC 28202

(Name and address of agent for service)

(704) 377-8855

(Telephone number, including area code, of agent for service)

COPIES TO:

John C. Kennedy, Esq.

Jeffrey D. Marell, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

(212) 373-3000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common stock, par value $0.01 per share, issuable pursuant to the Driven Brands Holdings Inc. 2021 Omnibus Incentive Plan	12,533,984 shares	$22.00(3)	$275,747,648.00(3)	$30,084.07
Common stock, par value $0.01 per share, issuable pursuant to the Driven Brands Holdings Inc. Employee Stock Purchase Plan	1,790,569 shares	$22.00(3)	$39,392,518.00(3)	$4,297.72
Common stock, par value $0.01 per share, issuable pursuant to the Driven Investor LLC Option Plan	22,805 shares	$12.08(4)	$275,484.40(4)	$30.06
Total	14,347,358 shares(2)			$34,411.85

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities to be offered or issued from stock splits, stock dividends or similar transactions.

(2) This Registration Statement on Form S-8 registers 14,347,358 shares of Driven Brands Holdings Inc.’s common stock issuable under the Driven Brands Holdings Inc. 2021 Omnibus Incentive Plan, the Driven Brands Holdings Inc. Employee Stock Purchase Plan and the Driven Investor LLC Option Plan.

(3) Estimated solely for the purpose of calculating the registration fee under Rule 457(h) of the Securities Act and based on $22.00, the initial public offering price of the common stock set forth on the cover page of the registrant’s prospectus dated January 15, 2021 relating to its initial public offering.

(4) Pursuant to Rule 457(h) under the Securities Act, the proposed maximum offering price per share was determined based on the weighted-average exercise price of the awards granted.

EXPLANATORY NOTE

Driven Brands Holdings Inc. (the “Company”) has prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended, (the “Securities Act”), to register the issuance of (i) 12,533,984 shares of its common stock, par value $0.01 per share, which is referred to as the Common Stock, that are reserved for issuance upon exercise of options granted, or in respect of awards to be granted under the Company’s 2021 Omnibus Incentive Plan (the “2021 Incentive Plan”), (ii) 1,790,569 shares of Common Stock issuable under the Company’s Employee Stock Purchase Plan (the “ESPP”) and (iii) 22,805 shares of Common Stock issuable under the Driven Investor LLC Option Plan (the “Driven Investor Option Plan”).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the 2021 Incentive Plan, the ESPP and the Driven Investor Option Plan as specified by Rule 428(b)(1) under the Securities Act. Such documents are not being filed with the Securities and Exchange Commission (the “Commission”) but constitute, along with the documents incorporated by reference into this Registration Statement, a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2. Company Information and Employee Plan Annual Information.

The Company will furnish without charge to each person to whom the prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Those documents are incorporated by reference in the Section 10(a) prospectus. Requests should be directed to Driven Brands Holdings Inc., 440 S. Church Street, Suite 700, Charlotte, NC 28202, Attention: Executive Vice President, General Counsel and Secretary, Telephone: (704) 377-8855, Email: Scott.Omelia@drivenbrands.com.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed with the Commission by the Company are incorporated by reference in this Registration Statement:

1. The Company’s Registration Statement on Form S-1 (Registration No. 333-251615) as filed with the Commission on December 22, 2020, and as amended on January 7, 2021 (the “S-1 Registration Statement”); and

2. The description of the Common Stock set forth in the Company’s Registration Statement on Form 8-A filed pursuant to Section 12 of the Exchange Act on January 14, 2021, and any amendment or report filed for the purpose of updating any such description.

In addition, all reports and documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof from the date of the filing of such documents.

Item 4. Description of Securities

Not Applicable.

Item 5. Interests of Named Experts and Counsel

Not Applicable.

Item 6. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law (“DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending, or completed actions, suits, or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the registrant. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders, or disinterested directors or otherwise. The registrant’s bylaws provide for indemnification by the registrant of its directors, officers, and employees to the fullest extent permitted by the DGCL.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions, or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. The registrant’s amended and restated certificate of incorporation provides for such limitation of liability.

The registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (b) to the registrant with respect to payments which may be made by the registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

Reference is made to Item 9 for our undertakings with respect to indemnification for liabilities arising under the Securities Act.

We have entered into customary indemnification agreements with our executive officers and directors that provide them, in general, with customary indemnification in connection with their service to us or on our behalf.

Under the stockholders agreement, a form of which stockholders agreement was filed as Exhibit 10.11 to the S-1 Registration Statement, we will agree to indemnify our principal stockholders (as defined therein) and their affiliates from any losses arising directly or indirectly out of our principal stockholders’ actual, alleged or deemed control or ability to influence control of us or the actual or alleged act or omission of any director nominated by our principal stockholders, including any act or omission in connection with the offering of common stock under the S-1 Registration Statement.

Item 7. Exemption from Registration Claimed

Not Applicable.

Item 8. Exhibits

Exhibits
4.1	Amended and Restated Certificate of Incorporation of Driven Brands Holdings Inc. (incorporated by reference from Exhibit 3.2 to Driven Brands Holdings Inc.’s Amendment No. 1 to the Registration Statement on Form S-1 filed on January 7, 2021).
4.2	Amended and Restated Bylaws of Driven Brands Holdings Inc. (incorporated by reference from Exhibit 3.4 to Driven Brands Holdings Inc.’s Registration Statement on Form S-1 filed on December 22, 2020).
5.1*	Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to legality of the Common Stock.
10.1	Driven Brands Holdings Inc. 2021 Omnibus Incentive Plan (incorporated by reference from Exhibit 10.23 to Amendment No.  1 to Driven Brands Holdings Inc.’s Registration Statement on Form S-1 filed on January 7, 2021).
10.2	Driven Brands Holdings Inc. Employee Stock Purchase Plan (incorporated by reference from Exhibit 10.24 to Amendment No.  1 to Driven Brands Holdings Inc.’s Registration Statement on Form S-1 filed on January 7, 2021).
10.3*	Driven Investor LLC Option Plan.
23.1*	Consent of Grant Thornton LLP, independent registered public accounting firm.
23.2*	Consent of KPMG LLP, independent auditors.
23.3*	Consent of PricewaterhouseCoopers LLP, independent accountants.
23.4*	Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1 to this Registration Statement).
24.1*	Power of Attorney (included on signature pages of this Registration Statement).

* Filed herewith.

Item 9. Undertakings

The Company hereby undertakes:

(a)(1) To file during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that, paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by us pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are incorporated by reference in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering hereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, Driven Brands Holdings Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Charlotte, the state of North Carolina, on January 15, 2021.

DRIVEN BRANDS HOLDINGS INC.
By:	/s/ Jonathan Fitzpatrick
	Name: Jonathan Fitzpatrick
	Title:   President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of Scott O’Melia and Robby Edmiston, acting singly, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact or any of their substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement and Power of Attorney have been signed on January 15, 2021, by the following persons in the capacities indicated.

Signature	Title
/s/ Jonathan Fitzpatrick Jonathan Fitzpatrick	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Tiffany Mason Tiffany Mason	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Robby Edmiston Robby Edmiston	Chief Accounting Officer (Principal Accounting Officer)
/s/ Neal Aronson Neal Aronson	Director
/s/ Michael Thompson Michael Thompson	Director
/s/ Chadwick Hume Chadwick Hume	Director
/s/ Cathy Halligan Cathy Halligan	Director
/s/ Rick Puckett Rick Puckett	Director
/s/ Karen Stroup Karen Stroup	Director
/s/ Peter Swinburn Peter Swinburn	Director

EX-5.1

Exhibit 5.1

212-373-3000

212-757-3990

January 15, 2021

Driven Brands Holdings Inc.

440 S. Church Street, Suite 700

Charlotte, North Carolina 28202

Driven Brands Holdings Inc., Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special counsel to Driven Brands Holdings Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of the Company, filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”). You have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates to the registration under the Act of 14,347,358 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, issuable under (i) the Driven Brands Holdings Inc. 2021 Omnibus Incentive Plan (the “2021 Omnibus Incentive Plan”), (ii) the Driven Brands Holdings Inc. Employee Stock Purchase Plan (the “ESPP”) and (iii) the Driven Investor LLC Option Plan (the “Driven Investor Option Plan”).

In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

1. the Registration Statement;

2. the 2021 Omnibus Incentive Plan and the forms of award agreements relating to awards granted under the 2021 Omnibus Incentive Plan;

3. the ESPP;

4. the Driven Investor Option Plan and the form of option certificate relating to options granted under the Driven Investor Option Plan;

5. the Amended and Restated Certificate of Incorporation of the Company, included as Exhibit 4.1 to the Registration Statement (incorporated by reference from Exhibit 3.2 to Driven Brands Holdings Inc.’s Amendment No. 1 to the Registration Statement on Form S-1 filed on January 7, 2021) (the “Amended and Restated Certificate of Incorporation”); and

6. the Amended and Restated Bylaws of the Company, included as Exhibit 4.2 to the Registration Statement (incorporated by reference from Exhibit 3.4 to Driven Brands Holdings Inc.’s Registration Statement on Form S-1 filed on December 22, 2020).

In addition, we have examined (i) such corporate records of the Company that we have considered appropriate, including a copy of the certificate of incorporation, as amended, and bylaws, as amended, of the Company, certified by the Company as in effect on the date of this letter and copies of resolutions of the board of directors of the Company relating to the issuance of the Shares, certified by the Company and (ii) such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon the factual matters contained in the representations and warranties of the Company made in the Documents and upon certificates of public officials and the officers of the Company.

In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete.

Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered in accordance with the terms of the 2021 Omnibus Incentive Plan, the ESPP or the Driven Investor Option Plan, as applicable, and any applicable award agreement or option certificate under the 2021 Omnibus Incentive Plan or the Driven Investors Option Plan, respectively, the Shares will be validly issued, fully paid and non-assessable.

The opinion expressed above is limited to the General Corporation Law of the State of Delaware. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.

We hereby consent to use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules.

Very truly yours,

/s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP

PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

EX-10.3

Exhibit 10.3

DRIVEN INVESTOR LLC

OPTION PLAN (F/K/A SHINE HOLDCO (UK) LIMITED 2019 STOCK OPTION

PLAN)

Effective as of August 3, 2020, as amended

§ 1.

BACKGROUND AND PURPOSE

This Plan is being established in connection with the consummation of the transactions contemplated by that certain Transaction Framework Agreement, dated as of July 10, 2020 (the “Framework Agreement”), by and between RC IV Cayman ICW LLC, the Company and Shine Holdco (UK) Limited (“Shine”), pursuant to which Shine has become an indirect wholly owned subsidiary of the Company (the “Transactions”). The purpose of this Plan is to promote the interests of the Company by authorizing the Board to grant Options to Eligible Employees, Managers and Consultants in order to (1) attract and retain Eligible Employees, Managers and Consultants, and (2) provide an additional incentive to each Eligible Employee, Manager or Consultant to work to increase the value of the Class A Common Units. This Plan is intended to satisfy the requirements for a “plan” described in Rule 701 promulgated under the 1933 Act, and the Company intends that this Plan be interpreted in accordance with that intent.

§ 2.

DEFINITIONS

2.1 Board — means the Board of Managers of the Company, which may act only by a majority of the Managers.

2.2 Change Effective Date — means the date which includes the “closing” of the transaction that makes a Change in Control effective.

2.3 Change in Control — means (i) any transaction that results in more than 50% of the Class A Common Units (as defined in the Company LLC Agreement) or the total voting power of the outstanding Class A Common Units eligible to vote at a general meeting being controlled by any person who is not (A) an existing member of the Company as of the Effective Date, or (B) an affiliate of Roark; or (ii) any transaction that results in the sale or other disposition of all or substantially all of the Company’s assets. Neither (i) a transfer of Class A Common Units from Roark or one of its affiliates to another Roark affiliate (whether for cash, stock, or other consideration), or (ii) an investment by Roark or one of its affiliates in the Company, will result in a Change in Control. “Roark” means Roark Capital Management, LLC and its affiliates, including any investment fund managed by Roark Capital Management, LLC, or its successors (a “Fund”), any portfolio company of any Fund, and any investor in any Fund.

2.4 Class A Common Unit — means a Class A Common Unit of the Company.

2.5 Code — means the Internal Revenue Code of 1986, as amended.

2.6 Company — means Driven Investor LLC, a Delaware limited liability company, and any successor to Driven Investor LLC.

2.7 Company LLC Agreement — means the Amended and Restated Limited Liability Agreement of the Company, dated as of August 3, 2020.

2.8 Consultant — means each independent contractor or advisor who performs services or provides advice to the Company or any its affiliates to whom the Board decides, for reasons sufficient to the Board, to make a grant under this Plan.

2.9 Discretion — means sole and absolute discretion.

2.10 Eligible Employee — means an employee of the Company or any Affiliate of the Company to whom the Board decides, for reasons sufficient to the Board, to make a grant under this Plan.

2.11 Fair Market Value — means the price for which a Class A Common Unit might change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both having reasonable knowledge of the relevant facts, as determined by the Board, in its Discretion, through any reasonable valuation method which is intended to satisfy the requirements of §409A of the Code.

2.12 Holder — means an Eligible Employee, Consultant or Manager who has received a grant of an Option under this Plan.

2.13 1933 Act — means the Securities Act of 1933, as amended.

2.14 1934 Act — means the Securities Exchange Act of 1934, as amended.

2.15 Manager — means any member of the Board.

2.16 Option — means an option to purchase Class A Common Units that is granted to an Eligible Employee, Manager or Consultant under § 7.

2.17 Option Certificate — means the certificate (whether in electronic or written form) that sets forth the terms and conditions of an Option granted under this Plan.

2.18 Option Price — means the price that must be paid to purchase one Class A Common Unit upon the exercise of an Option granted under this Plan.

2.19 Plan — means this Driven Investor LLC Option Plan (formerly known as the Shine Holdco (UK) Limited 2019 Stock Option Plan) as effective as of the Effective Date and as amended from time to time thereafter.

2.20 Public Offering — means the sale, in an underwritten registered public offering of Class A Common Units, or of any other security of the Company which is substituted for Class A Common Units under § 12.

2.21 Rule 16b-3 — means the exemption under Rule 16b-3 to Section 16(b) of the 1934 Act or any successor to such rule.

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§ 3.

CLASS A COMMON UNITS

3.1 Class A Common Units. The Company shall ensure that it has sufficient authority and rights to issue to an Eligible Employee, Consultant and Manager, or to procure the transfer to the Eligible Employee, Consultant and Manager, of the number of Class A Common Units in respect of which an Option has been validly exercised by that Eligible Employee, Consultant and Manager.

§ 4.

EFFECTIVE DATE

The effective date of this Plan is the date of its adoption by the Board of Directors of Shine. The Plan as amended pursuant to the Framework Agreement became effective following its adoption by the Board and the closing of the Transactions on August 3, 2020.

§ 5.

ADMINISTRATION OF PLAN

This Plan shall be administered by the Board. The Board, in its Discretion, shall exercise such powers and take such actions as may be called for under this Plan and, further, the Board shall have the absolute power to interpret this Plan and to take such other actions in the administration, operation and amendment of this Plan as the Board deems appropriate under the circumstances. Any action taken by the Board under or with respect to this Plan will be binding on the Company, on each affected Eligible Employee, Manager or Consultant and on each other person directly or indirectly affected by such action. The Board, as a condition to making any grant or permitting any exercise under the Plan, has the right to require the Holder to execute an agreement that makes the Holder subject to non-competition, non-solicitation, non-disparagement and confidentiality provisions and other restrictive covenants that run in favor of the Company.

§ 6.

ELIGIBILITY

All Eligible Employees, Managers and Consultants are eligible for the grant of Options under this Plan.

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§ 7.

OPTIONS

7.1 Board Action. The Board, acting in its Discretion, has the right to grant Options to Eligible Employees, Managers and Consultants under this Plan from time to time. Each grant of an Option to an Eligible Employee, Manager or Consultant shall be evidenced by an Option Certificate, and each Option Certificate shall set forth the number of Class A Common Units that may be purchased under the Option, the Option Price, and such additional terms and conditions of such grant (including, without limitation, vesting requirements) as may be determined by the Board.

7.2 Payment. The Option Price will be payable in full upon the exercise of any Option and, at the Discretion of the Board, an Option Certificate may provide for the payment of the Option Price either in cash or by any other form of payment that the Board determines in its Discretion.

7.3 Option Price. If the Option Price is less than Fair Market Value on the date that the Option is granted, then the terms of the Option must comply with the requirements of §409A of the Code.

7.4 Exercise.

(a) Exercise Period. Each Option granted under this Plan will be exercisable in whole or in part at such time or times as set forth in the related Option Certificate.

(b) Issuance of Class A Common Units. If the Holder has validly exercised an Option in compliance with the requirements of this Plan and the Option Certificate, the Company will issue the Class A Common Units in the name of the Holder.

(c) Issuance of Unit Certificates. Certificates for the Class A Common Units so purchased will be issued in the name of the Holder upon compliance, to the satisfaction of the Company, with all requirements under applicable laws or regulations in connection with such issuance; provided, that the Board may provide for other indicia of ownership consistent with the terms of the Company LLC Agreement.

(d) Termination of Status as Eligible Employee, Manager or Consultant. The Holder of an Option must be an active employee, Consultant, or Manager at the time of the exercise of an Option, unless otherwise provided in the applicable Option Certificate.

(e) Cancellation of Option upon Termination for Cause. If a Holder is terminated for Cause (as defined in the applicable Option Certificate), the Holder’s Options (whether or not vested) will automatically be cancelled.

§ 8.

CHANGE IN CONTROL

8.1 Change in Control. If there is a Change in Control of the Company, then, as of the Change Effective Date for such Change in Control, all vested Options will be fully exercisable, and all unvested outstanding Options will be cancelled as of such Change Effective Date, unless otherwise specified in the applicable Option Certificate. Vesting will be determined in accordance with the provisions of the applicable Option Certificate.

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8.2 Exercise of Vested Options. The Board may provide that any vested Options must be exercised by a date set by the Board on or before a Change in Control, and the Board may cancel any Option which is not exercised on or before such date.

8.3 Cash Payment. The Board may, in its Discretion, require that all outstanding Options be cancelled as of the Change Effective Date and that each Holder of a vested Option (taking into account any vesting that may occur in connection with the Change in Control under the Option Certificate) that is cancelled receive a cash payment in exchange for the cancellation of such vested Option. Such cash payment will equal the amount, if any, by which (i) the Fair Market Value of each Class A Common Unit surrendered by the members of the Company in the Change in Control transaction exceeds (ii) the Option Price for the Option, multiplied by the number of Class A Common Units subject to the vested Option.

§ 9.

NON-TRANSFERABILITY

No Option shall be transferable by a Holder other than by the Board’s consent. An Option shall be exercisable during the Holder’s lifetime only by the Holder. The person or persons to whom an Option is transferred with the Board’s consent thereafter shall be treated as the Holder.

§ 10.

SECURITIES REGISTRATION

10.1 Class A Common Units Held for Investment. As a condition to the receipt of Class A Common Units upon exercise of an Option, the Holder shall, if so requested by the Company, agree to hold such Class A Common Units for investment and not with a view of resale or distribution to the public and, if so requested by the Company, shall deliver to the Company a written statement satisfactory to the Company to that effect. Furthermore, if so requested by the Company, the Holder shall make written representations to the Company that he or she will not sell or offer for sale any of such Class A Common Units unless a registration statement shall be in effect with respect to such Class A Common Units under the 1933 Act and any applicable state securities law or he or she shall have furnished to the Company an opinion in form and substance satisfactory to the Company of legal counsel satisfactory to the Company that such registration is not required. Certificates or other evidence of ownership representing the Class A Common Units transferred upon the exercise of an Option may, at the Discretion of the Board, bear a legend to the effect that such Class A Common Units have not been registered under the 1933 Act or any applicable state securities law and that such Class A Common Units cannot be sold or offered for sale in the absence of an effective registration statement as to such Class A Common Units under the 1933 Act and any applicable state securities law or an opinion in form and substance satisfactory to the Company of legal counsel satisfactory to the Company that such registration is not required.

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10.2 Cooperation. As a condition to (i) delivery of Class A Common Units and (ii) registration of legal title in the name of the Holder upon exercise of an Option by a Holder, such Holder (or his or her successor in interest) must cooperate to the extent necessary or appropriate or customary for a member to effect a Public Offering if a majority of the Board approves a Public Offering, and if any such Holder (or his or her successor in interest) fails to do so, the Company shall have the right to cancel the Class A Common Units held for the benefit of such Holder (or his or her successor in interest) in exchange for a payment to such person (or his or her successor in interest) equal to the then Fair Market Value of such Class A Common Units, or, if less, the price paid for such Class A Common Units.

§ 11.

LIFE OF PLAN

The Plan will continue in effect until all outstanding Options have been exercised in full or are no longer exercisable.

§ 12.

ADJUSTMENT

If the Board determines in its Discretion that any adjustment to the Options granted under this Plan and/or the Option Price under such Option is appropriate to reflect any change in the Company’s capital structure, then such adjustments will be made in a manner that the Board so determines.

§ 13.

AMENDMENT OR TERMINATION

The Board may amend this Plan from time to time to the extent that the Board deems necessary or appropriate but no amendment may be made absent the approval of the members of the Company holding a majority in interest of the number of outstanding voting Class A Common Units of the Company, if such approval is required under applicable law or the rules of the exchange on which voting Class A Common Units of the Company are listed. Without limiting §12 of this Plan, the Board also may suspend granting Options under this Plan at any time and may terminate this Plan at any time; provided, however, that the Board will not have the right unilaterally to (x) modify and/or amend in any respect that has a material adverse impact on Holders, or (y) cancel any Option granted before such suspension or termination unless the Board obtains the written consent of Holders who themselves are holders of greater than 50 percent of the Class A Common Units subject to outstanding Options to such modification, amendment or cancellation (except as provided in § 8 of this Plan).

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§ 14.

MISCELLANEOUS

14.1 Member Rights. No Holder will have any rights as a member of the Company as a result of the grant of an Option, pending the exercise of the Option and actual registration of the Class A Common Units in the name of the Holder that were subject to such Option to such Holder.

14.2 No Contract of Employment. The grant of an Option to an Eligible Employee, Manager or Consultant under this Plan shall not constitute a contract of employment or a right to continue to serve on the Board and shall not confer on a Holder any rights upon his or her termination of employment or service in addition to those rights, if any, expressly set forth in this Plan or the applicable Option Certificate.

14.3 Withholding. Each Option shall be made subject to the condition that the Eligible Employee, Manager or Consultant consents to whatever action the Board directs to satisfy tax withholding requirements, if any, which the Board, in its Discretion, determines are applicable to the exercise, forfeiture or redemption of such Option.

14.4 Construction. All references to sections (§) are to sections (§) of this Plan unless otherwise indicated. Each term set forth in § 2 shall, unless otherwise stated, have the meaning set forth opposite such term for purposes of this Plan and, for purposes of such definitions, the singular shall include the plural and the plural shall include the singular. Finally, if there is any conflict between the terms of this Plan and the terms of any Option Certificate, the terms of this Plan shall control.

14.5 Governing Law. This Plan and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of the State of Delaware.

14.6 Arbitration. Any dispute or claim arising out of or relating to an Option granted under this Plan or an Option Certificate, must be settled by binding arbitration in North Carolina in accordance with the rules of the American Arbitration Association then applicable to employment-related disputes, and any judgment upon any award, which may include an award of damages, may be entered in courts having jurisdiction over such award.

14.7 Third Party Rights. A person who is not a Holder shall not have any rights to enforce any term of this Plan.

14.8 Legal Terms. The Board has the right to apply the provisions of this Plan and Option Certificate in a manner that takes into account differences in local laws that may be applicable to a particular Option or Holder, as necessary to achieve the results intended by this Plan.

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14.9 Other Conditions. Holder shall (as a condition to the exercise of the Option) (i) enter into other agreements in the Discretion of the Board including, without limitation, the Company LLC Agreement, shareholder’s agreement, confidentiality agreement, covenant not to compete, non-disparagement covenant, non-solicitation and no-hire covenant, and general release of the Company and its Affiliates and other agreements, all in a form acceptable to the Board, and (ii) make representations, warranties and covenants that the Company requires.

14.10 Rule 16b-3. The Board has the right to amend any Option to withhold or otherwise restrict the transfer of any Class A Common Units acquired through the exercise of Options granted under this Plan to an Eligible Employee, Manager or Consultant in the Board’s Discretion in order to satisfy any condition or requirement under Rule 16b-3 to the extent rule 16 of the 1934 Act might be applicable to such grant or transfer.

[Signature Page Follows.]

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IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Plan to evidence its adoption of this Plan.

DRIVEN INVESTOR LLC
By:	/s/ Jonathan Fitzpatrick
Name:	Jonathan Fitzpatrick
Title:	Manager, CEO & President

[Signature Page to Driven Investor LLC Option Plan]

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated March 26, 2020 (except Note 7, as to which the date is June 19, 2020), with respect to the consolidated financial statements of Driven Brands Holdings Inc. (f/k/a RC Driven Holdings LLC) contained in the Registration Statement on Form S-1 (File No. 333-251615) filed on December 22, 2020 and as amended on January 7, 2021, which is incorporated by reference in this Registration Statement on Form S-8. We consent to the incorporation by reference of the aforementioned report in this Registration Statement on Form S-8.

/s/ GRANT THORNTON LLP

Charlotte, North Carolina

January 15, 2021

EX-23.2

Exhibit 23.2

Consent of Independent Auditor

The board of directors

Shine Holdco (UK) Limited

We consent to the use of our report dated November 13, 2020, with respect to the consolidated balance sheet of Shine Holdco (UK) Limited and subsidiaries as of December 31, 2018, and the related consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, and consolidated cash flow statement for the year then ended, and the related notes to the consolidated financial statements, incorporated herein by reference and to the reference to our firm under the heading ‘Experts’ in the prospectus.

Our report with respect to the 2018 consolidated financial statements contains an emphasis of matter stating that the consolidated financial statements were prepared in accordance with generally accepted accounting practice in the United Kingdom, which differs from U.S. generally accepted accounting principles.

/s/ KPMG LLP

London, United Kingdom

January 14, 2021

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Driven Brands Holdings Inc. of our report dated November 13, 2020 relating to the financial statements of Shine Holdco (UK) Limited, which appears in Amendment No. 1 to the Registration Statement on Form S-1 (No. 333-251615) of Driven Brands Holdings Inc. We also consent to the reference to us under the heading “Experts” in Amendment No. 1 to the Registration Statement on Form S-1 (No. 333-251615) incorporated by reference in this Registration Statement.

/s/ PricewaterhouseCoopers LLP

Watford, United Kingdom

January 15, 2021