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Provision 46 15.17. Uniform Commercial Code 46 15.18. Public Announcements 46 15.19. No Construction Against Drafter 46 15.20. BRO Member and Hanson Member Liability 46 EXHIBITS Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit 0 Exhibit H Exhibit I Exhibit J Exhibit

rises, Inc. (f/k/a B.R. Guest, Inc.), a New York corporation ("ERG Member"), (ii) Stephen P. Hanson, an individual residing in New York, New York ("Hanson Member"), and (iii) SOF U.S. Restaurant Co-Invest Holdings, L.L.C., a Delaware limited liability company ("Starwood"). LVIMEgarril: WHEREAS, the Co

anagement Committee, and the BRG Representatives on the Management Committee shall be deemed to be automatically removed, as of the date on which a BRG Trigger Event shall have occurred and (ii) Starwood shall lose its right to have Representatives on the Management Committee, and the Starwood Representatives on

erson, any other Person related to such Person within the meaning of Code Sections 267(b) or 707(b)(1). Without limiting the foregoing, BRG Member, Hanson Member, the BRG Key Individual and each Person that-is-an Affiliate of any of such Persons shall each be deemed to be an Affiliate of the other. For

sumption of Limited Liability Company Interests and Amendment to the Master Restaurant Purchase Agreement, dated as of the date hereof, by and among Hanson Member, RDM Associates, LLC, a New York limited liability company, Donald Bernstein, Saul Victor, the Trusts and the Company, (ii) that certain Nov

ate on which the Company terminates the BRG Key Individual's employment with the Company without Clang(' and which termination is not preceded by a BRG Trigger Event, (vi) the date on which the BRG Key Individual terminates his employment with the Company for Good Reason and which termination is not preceded by

ATTN: Jeffrey Dishner Greenwich, CT 06830 Re: Notice of BRG Trigger Event Gentlemen: We represent Stephen P. Hanson, SPH Family Holdings, LLC ("Hanson Member"), and SPH Family Holdings Sub, LLC ("BRG Member"). We write in response to SOF U.S. Restaurant Co-Invest Holdings, L.L.C.'s ("Starwood Memb

on. Please confirm your agreement with the foregoing no later than the close of business on Monday, November, 4, 2013. Mr. Hanson, BRG Member, and Hanson Member reserve all of their rights and remedies with respect to the matters addressed herein and all other matters, including, without limitation,

7738.2 EFTA_R1_00007681 EFTA01733603 SOF U.S. Restaurant - 2 - November 1, 2013 Co-Invest Holdings, L.L.C. Starwood Member's assertion that a BRG Trigger Event has occurred is therefore incorrect, and Starwood Member has no authority to remove the BRG Representatives from the Management Committee or to exe

od Member or any subsidiary or affiliate of either the Company or the Starwood Member of the interests in the Company held by the BRG Member or the Hanson Member; (ii) any acquisition (which, for the avoidance of doubt, shall exclude any increase in interest in the Company resulting from the making of

of a Change of Control (as defined below). A Change of Control shall mean the occurrence of any of the following events: (i) other than following a BRG Trigger Event, the acquisition by the Company, the Starwood Member or any subsidiary or affiliate of either the Company or the Starwood Member of the interests in