Epstein Secrets

and is effective as of December 2008, by and among (i) SPH Enterprises, 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 liabi

ANY AGREEMENT of B.R. Guest Parent Holdings, LLC (this "Agreement") is made and entered into and is effective as of December 2008, by and among (i) SPH Enterprises, 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 Memb

at all times is and remains wholly-owned and wholly-controlled, directly or indirectly, by the BRG Key Individual. "BRG Key Individual" shall mean Stephen P. Hanson. "BRG Member" shall have the meaning provided in the first paragraph of this Agreement. "ERG Parent Contribution Agreement" shall have the meaning

tion 5.2(d). "Contribution Agreement" shall mean that certain Contribution Agreement, dated as of November 29, 2006, among Starwood, Hanson Member, SPH Enterprises, Inc. (Mk B.R. Guest, Inc.), B.R. Guest Trademark Company, Inc., PH 2000, Inc. and BRG Holdings Sub, as the same may be amended, restated or supplemented

.C., a Delaware limited liability company ("Starwood"), SPH FAMILY HOLDINGS, LLC, a Delaware limited liability company (as successor-in-interest to Stephen P. Hanson, "Hanson Member"), and SPH FAMILY HOLDINGS SUB, LLC, a Delaware limited liability company (as successor-in-interest to SPH Family Holdings LLC, suc

d SPH FAMILY HOLDINGS SUB, LLC, a Delaware limited liability company (as successor-in-interest to SPH Family Holdings LLC, successor-in-interest to SPH Enterprises, Inc. (Okla B.R. Guest, Inc.), "BRG Member"). WITNESSETH: WHEREAS, B.R. GUEST PARENT HOLDINGS, LLC, a Delaware limited liability company (the "Company"