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BRAVO BRIO RESTAURANT GROUP, S-1 Filing

VIEWS: 201 PAGES: 516

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                                           As filed with the Securities and Exchange Commission on July 1, 2010
                                                                                                                                              Registration No. 333-



                                           SECURITIES AND EXCHANGE COMMISSION
                                                                       Washington, DC 20549



                                                                               Form S-1
                                                              REGISTRATION STATEMENT
                                                                       UNDER
                                                              THE SECURITIES ACT OF 1933




                                  Bravo Brio Restaurant Group, Inc.
                                                                (Exact name of registrant as specified in its charter)


                               Ohio                                                       5812                                               34-1566328
                      (State or Other Jurisdiction                            (Primary Standard Industrial                                  (I.R.S. Employer
                    of Incorporation or Organization)                         Classification Code Number)                                  Identification No.)




                                                                   777 Goodale Boulevard, Suite 100
                                                                        Columbus, Ohio 43212
                                                                           (614) 326-7944
                                (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)




                                                                             Saed Mohseni
                                                                 President and Chief Executive Officer
                                                                   777 Goodale Boulevard, Suite 100
                                                                        Columbus, Ohio 43212
                                                                            (614) 326-7944
                                       (Name, address including zip code, and telephone number, including area code, of agent for service)




                                                                                 With copies to:


                            Carmen J. Romano, Esq.                                                                     Marc D. Jaffe, Esq.
                             James A. Lebovitz, Esq.                                                                  Ian D. Schuman, Esq.
                                   Dechert LLP                                                                       Latham & Watkins LLP
                                   Cira Centre                                                                          885 Third Avenue
                                 2929 Arch Street                                                                   New York, New York 10022
                         Philadelphia, Pennsylvania 19104                                                                (212) 906-1200
                                  (215) 994-4000
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration
Statement.




If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 check the following box: 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of ―large accelerated filer,‖ ―accelerated filer‖ and ―smaller reporting company‖ in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer                         Accelerated filer                 Non-accelerated filer                 Smaller reporting company 
                                                                    (Do not check if a smaller reporting company)




                                                   CALCULATION OF REGISTRATION FEE


                                                                                              Proposed Maximum                         Amount of
                                 Title of Each Class                                              Aggregate                            Registration
                            of Securities to be Registered                                    Offering Price(1)(2)                         Fee
Common Stock, par value $0.001 per share                                                     $     172,500,000                     $     12,300.00



 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

 (2) Including shares of common stock which may be purchased by the underwriters to cover over-allotments, if any.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
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     The information in this preliminary prospectus is not complete and may be changed. A registration statement relating to these securities has been filed
     with the Securities and Exchange Commission. These securities may not be sold until the registration statement is effective. This preliminary
     prospectus is not an offer to sell nor does it seek an offer to buy these securities in any state where the offer or sale is not permitted.

                                                                                     SUBJECT TO COMPLETION DATED JULY 1, 2010
         Preliminary Prospectus

                                                                               Shares




                        Bravo Brio Restaurant Group, Inc.
                                                               Common Stock
         We are offering         shares of our common stock and the selling shareholders identified in this prospectus are
         offering        shares of our common stock. We will not receive any proceeds from the sale of shares by the
         selling shareholders. This is our initial public offering, and no public market currently exists for our common
         stock. We expect the initial public offering price to be between $      and $    per common share. We intend to
         apply to list our common stock for listing on the Nasdaq Global Market under the symbol ―BBRG.‖

         Investing in our common stock involves a high degree of risk. Please read “Risk Factors” beginning on
         page 13.

         Neither the Securities and Exchange Commission nor any other regulatory body has approved or
         disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any
         representation to the contrary is a criminal offense.



                                                                                                 PER SHARE                          TOTAL


         Public Offering Price                                                               $                                $
         Underwriting Discounts and Commissions                                              $                                $
         Proceeds to Bravo Brio Restaurant Group, Inc. (Before
           Expenses)                                                                         $                                $
         Proceeds to Selling Shareholders (Before Expenses)                                  $                                $



         Delivery of the shares of common stock is expected to be made on or about         , 2010. The selling shareholders
         have granted the underwriters an option for a period of 30 days to purchase up to an additional     shares of our
         common stock to cover overallotments. If the underwriters exercise the option in full, the total underwriting
         discounts and commissions payable by the selling shareholders will be $      and the total proceeds to the selling
         shareholders, before expenses, will be $ .

                                                            Joint Book-Running Managers


         Jefferies & Company                                    Piper Jaffray                        Wells Fargo Securities
                             Co-Managers

KeyBanc Capital Markets                  Morgan Keegan & Company, Inc.
                      Prospectus dated      , 2010
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BRAVO is a fun, white tablecloth restaurant offering classic Italian food in a Roman-ruin decor. BRAVO! is inspired by the traditional Italian ristorante where fresh, made-to-order food is prepared in our open Italian kitchens in full view of our Guests,
creating the energy of live theater.
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“The posh décor and upscale vibe of BRAVO! lends itself to a very comfortable dining experience.” Metromix — Orlando
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“2010 Reader’s Poll Choice for BEST ITALIAN —1st Place — BRAVO! Cucina Italiana” Pittsburgh Magazine Little Rock, AR (1) Naples, FL (1) Orlando, FL (1) West Des Moines, IA (1) Chicago, IL (2) Indianapolis, IN (3) Leawood, KS (1) Louisville,
KY (1) Baton Rouge, LA (1) New Orleans, LA (1) Detroit, MI (3) Lansing, MI (1) Kansas City, MO (1) St Louis, MO (1) Greensboro, NC (1) Charlotte, NC (1) Albuquerque, NM (1) Bu3alo, NY (1) West Nyack, NY (1) Akron, OH (1) Canton, OH (1)
Cincinnati, OH (2) Cleveland, OH (2) Columbus, OH (2) Dayton, OH (1) Toledo, OH (1) Oklahoma City, OK (1) Allentown, PA (1) Pittsburgh, PA (5) Knoxville, TN (1) San Antonio, TX (1) Fredericksburg, VA (1) Virginia Beach, VA (1) Milwaukee, WI
(2) BravoItalian.com
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                                                                                                                             Page


Basis of Presentation                                                                                                          ii
Industry and Market Data                                                                                                       ii
Trademarks and Trade Names                                                                                                     ii
Prospectus Summary                                                                                                             1
Risk Factors                                                                                                                  12
Reorganization Transactions                                                                                                   28
Cautionary Statement Regarding Forward-Looking Statements                                                                     30
Use of Proceeds                                                                                                               32
Dividend Policy                                                                                                               33
Capitalization                                                                                                                34
Dilution                                                                                                                      35
Selected Historical Consolidated Financial and Operating Data                                                                 37
Management‘s Discussion and Analysis of Financial Condition and Results of Operations                                         41
Business                                                                                                                      56
Management                                                                                                                    70
Compensation Discussion and Analysis                                                                                          78
Principal and Selling Shareholders                                                                                            89
Certain Relationships and Related Party Transactions                                                                          91
Description of Capital Stock                                                                                                  94
Description of Indebtedness                                                                                                   98
Shares Eligible For Future Sale                                                                                               99
Material U.S. Federal Tax Considerations For Non-United States Holders                                                       101
Underwriting                                                                                                                 108
Legal Matters                                                                                                                110
Experts                                                                                                                      110
Where You Can Find More Information                                                                                          110
Index to Financial Statements                                                                                                F-1
  EX-10.3
  EX-10.4
  EX-10.5
  EX-10.6
  EX-10.7
  EX-10.8
  EX-10.9
  EX-10.10
  EX-10.11
  EX-10.12
  EX-21.1
  EX-23.1



Until       , 2010 (25 days after the date of this prospectus), all dealers that buy, sell or trade the common shares, whether or
not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers‘ obligation to
deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

We have not authorized anyone to give any information or to make any representations other than those contained in this
prospectus. Do not rely upon any information or representations made outside of this prospectus. This prospectus is not an
offer to sell, and it is not soliciting an offer to buy, (1) any securities other than shares of our common stock or (2) shares of
our common stock in any circumstances in which our offer or solicitation is unlawful. The information contained in this
prospectus may change after the date of this prospectus. Do not assume after the date of this prospectus that the information
contained in this prospectus is still correct.


                                                                 i
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                                                         Basis of Presentation

         We utilize a typical restaurant 52- or 53-week fiscal year ending on the Sunday closest to December 31. Fiscal years are
         identified in this prospectus according to the calendar year in which the fiscal years end. For example, references to ―2009,‖
         ―fiscal 2009,‖ ―fiscal year 2009‖ or similar references refer to the fiscal year ending December 27, 2009.


                                                      Industry and Market Data

         This prospectus includes industry data that we derived from internal company records, publicly available information and
         industry publications and surveys. Industry publications and surveys generally state that the information contained therein
         has been obtained from sources believed to be reliable. Neither we, the selling shareholders nor the underwriters have
         independently verified any third-party industry data or guarantee the accuracy or completeness of such data. In addition,
         while we believe that the results and estimates from our internal research are reliable, such results and estimates have not
         been verified by any independent source. As a result, you should carefully consider the inherent risks and uncertainties
         associated with the industry and market data contained in this prospectus, including those discussed under the heading ―Risk
         Factors.‖


                                                  Trademarks and Trade Names

         In this prospectus, we refer (without the ownership notation) to several registered and common law trademarks that we own,
         including BRAVO! ® , BRAVO! Cucina Italiana ® , Cucina BRAVO! Italiana ® , BRAVO! Italian Kitchen ® , Brio ® , Brio
         Tuscan Grille TM and Bon Vie ® . All brand names or other trademarks appearing in this prospectus are the property of their
         respective owners.


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                                                            Prospectus Summary

             The following summary highlights information contained elsewhere in this prospectus and is qualified in its entirety by the
             more detailed information and the consolidated financial statements and the related notes to those statements included
             elsewhere in this prospectus. Because it is a summary, it does not contain all of the information that you should consider
             before investing in our common stock. You should read this prospectus carefully, including the section entitled “Risk
             Factors” and the consolidated financial statements and the related notes to those statements included elsewhere in this
             prospectus.

             As used in this prospectus, unless the context otherwise indicates, the references to “Holdings” refer to Bravo Development
             Holdings LLC, our majority shareholder before taking into account the reorganization transactions (as described herein),
             and the references to “our company,” “the Company,” “us,” “we” and “our” refer to Bravo Brio Restaurant Group, Inc.
             together with its subsidiaries.

             Unless otherwise indicated or the context otherwise requires, financial and operating data in this prospectus reflects the
             consolidated business and operations of Bravo Brio Restaurant Group, Inc. and its wholly-owned subsidiaries. Except where
             otherwise indicated, “$” indicates U.S. dollars.


             Our Business

             We are the owner and operator of two fast growing and leading Italian restaurant brands, BRAVO! Cucina Italiana
             (―BRAVO!‖) and BRIO Tuscan Grille (―BRIO‖). We have positioned our brands as multifaceted culinary destinations that
             deliver the ambiance, design elements and food quality reminiscent of fine dining restaurants at a value typically offered by
             casual dining establishments, a combination that we call ―Upscale Affordable.‖ Each of BRAVO! and BRIO provides its
             guests with affordable, high-quality cuisine prepared using fresh ingredients and authentic Italian cooking methods,
             combined with attentive service in an attractive, lively atmosphere. We strive to be the best Italian restaurant company in
             America and are focused on providing our guests an excellent dining experience through consistency of execution. We
             believe that both of our brands appeal to a broad base of consumers, especially to women whom we believe currently
             account for approximately 62% and 65% of our guest traffic at BRAVO! and BRIO, respectively.

             While our brands share certain corporate support functions to maximize efficiencies across our company, each brand
             maintains its own identity, therefore allowing both brands to be located in common markets. We have demonstrated our
             growth and the viability of our brands in a wide variety of markets across the U.S., growing from 49 restaurants in 19 states
             at the end of 2005 to 83 restaurants in 27 states as of March 28, 2010. From 2005 to 2009, our revenues increased from
             $198.8 million to $311.7 million, and our Adjusted EBITDA increased from $13.4 million to $34.8 million, representing
             compound annual growth rates (CAGR) of 11.9% and 27.0%, respectively. During this period, our Adjusted EBITDA
             margins have increased from 6.7% to 11.2%. See Note 4 to ―— Selected Historical Consolidated Financial and Operating
             Data‖ for a reconciliation of net income to EBITDA and to Adjusted EBITDA.


             BRAVO! Cucina Italiana

             BRAVO! Cucina Italiana is a full-service, Upscale Affordable Italian restaurant offering a broad menu of freshly-prepared
             classic Italian food served in a lively, high-energy environment with attentive service. The subtitle ―Cucina Italiana,‖
             meaning ―Italian Kitchen,‖ is appropriate since all cooking is done in full view of our guests, creating the energy of live
             theater. As of March 28, 2010, we owned and operated 46 BRAVO! restaurants in 19 states.

             BRAVO! offers a wide variety of pasta dishes, steaks, chicken, seafood and pizzas, emphasizing fresh, made-to-order,
             high-quality food that delivers an excellent value to guests. BRAVO! also offers creative seasonal specials, an extensive
             wine list, carry-out and catering. We believe that our high-quality offerings and generous portions, combined with our
             ambiance and friendly, attentive service, offer our guests an attractive price-value proposition. The average check for
             BRAVO! during the first quarter of 2010 was $19.37 per guest.

             The breadth of menu offerings at BRAVO! helps generate significant guest traffic at both lunch and dinner. Lunch entrées
             range in price from $8 to $18, while appetizers, pizzas, flatbreads and entrée salads range from $6 to $14.


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             During the first quarter of 2010, the average lunch check for BRAVO! was $14.81 per guest. Dinner entrées range in price
             from $12 to $29 and include a broad selection of fresh pastas, steaks, chicken and seafood. Dinner appetizers, pizzas,
             flatbreads and entrée salads range from $6 to $15. During the first quarter of 2010, the average dinner check for BRAVO!
             was $22.19 per guest. At BRAVO!, lunch and dinner represented 29.2% and 70.8% of revenues, respectively. Our average
             annual sales per comparable BRAVO! restaurant were $3.5 million in 2009.

             BRAVO!‘s architectural design incorporates interior features such as arched colonnades, broken columns, hand-crafted
             Italian reliefs, Arabescato marble and sizable wrought-iron chandeliers. We locate our BRAVO! restaurants in high-activity
             areas such as retail and lifestyle centers that are situated near commercial office space and high-density residential housing.


             BRIO Tuscan Grille

             BRIO Tuscan Grille is an Upscale Affordable Italian chophouse restaurant serving freshly-prepared, authentic northern
             Italian food in a Tuscan Villa atmosphere. BRIO means ―lively‖ or ―full of life‖ in Italian and draws its inspiration from the
             cherished Tuscan philosophy of ―to eat well is to live well.‖ As of March 28, 2010, we owned and operated 37 BRIO
             restaurants in 17 states.

             The cuisine at BRIO is prepared using fresh, high-quality ingredients, with an emphasis on steaks, chops, fresh seafood and
             made-to-order pastas. BRIO also offers creative seasonal specials, an extensive wine list, carry-out and banquet facilities at
             select locations. We believe that our passion for excellence in service and culinary expertise, along with our generous
             portions, contemporary dining elements and ambiance, offers our guests an attractive price-value proposition. The average
             check for BRIO during the first quarter of 2010 was $25.12 per guest.

             BRIO offers lunch entrées that range in price from $10 to $18 and appetizers, sandwiches, flatbreads and entrée salads
             ranging from $8 to $15. During the first quarter of 2010, the average lunch check for BRIO was $17.90 per guest. Dinner
             entrées range in price from $14 to $30, while appetizers, sandwiches, flatbreads, bruschettas and entrée salads range from $8
             to $15. During the first quarter of 2010, the average dinner check for BRIO was $30.52 per guest. At BRIO, lunch and
             dinner represented 30.5% and 69.5% of revenues, respectively. Our average annual sales per comparable BRIO restaurant
             were $4.8 million in 2009.

             The design and architectural elements of BRIO restaurants are important to the guest experience. The goal is to bring the
             pleasures of the Tuscan country villa to our restaurant guests. The warm, inviting ambiance of BRIO incorporates interior
             features such as antique hardwood Cypress flooring, arched colonnades, hand-crafted Italian mosaics, hand-crafted walls
             covered in an antique Venetian plaster, Arabescato marble and sizable wrought-iron chandeliers. BRIO is typically located
             in high-traffic, high-visibility locations in affluent suburban and urban markets.

             We also operate one Upscale Affordable American-French bistro restaurant in Columbus, Ohio under the brand ―Bon Vie.‖
             Our Bon Vie restaurant is included in the BRIO operating and financial data set forth in this prospectus.


             Our Business Strengths

             Our mission statement is to be the best Italian restaurant company in America by delivering the highest quality food and
             service to each guest...at each meal...each and every day . The following strengths help us achieve these objectives:

             Two Differentiated yet Complementary Brands. We have developed two premier Upscale Affordable Italian restaurant
             brands that are highly complementary and can be located in common markets. Both BRAVO! and BRIO have their own
             Corporate Executive Chef who develops recipes and menu items with differentiated flavor profiles and price points. Each
             brand features unique design elements and atmospheres that attract a diverse guest base as well as common guests who visit
             both BRAVO! and BRIO for different dining experiences. The differentiated qualities of our brands allow us to operate in
             significantly more locations than would be possible with one brand, including high-density residential areas, shopping malls,
             lifestyle centers and other high-traffic locations. Based on demographics, co-tenants and net investment requirements, we
             can choose between our two


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             brands to determine which is optimal for a location and thereby generate highly attractive returns on our investment.

             Our brands are designed to have broad guest appeal at two different price points. We focus on choosing the right brand for a
             specific site based on population density and demographics. Management targets markets with $65,000 minimum annual
             household income and a population density of 125,000 residents within a particular trade area for BRAVO! and $70,000
             minimum annual household income and a population density of 150,000 residents within a particular trade area for BRIO.
             We have a business model that maintains quality and consistency on a national basis while also having the flexibility to cater
             to the specific characteristics of a particular market. We have a proven track record of successfully opening new restaurants
             in a number of diverse real estate locations, including both freestanding and in-line with other national retailers. In addition,
             we believe the flexibility of our restaurant design is a competitive advantage that allows us to open new restaurants in
             attractive markets without being limited to a standard prototype.

             Our brands maintain several common qualities, including certain design elements such as chandeliers and marble and granite
             counter tops, that help reduce building and construction costs and create consistency for our guests. We share best practices
             in service, preparation and food quality across both brands. In addition, we share services such as real estate development,
             purchasing, human resources, marketing and advertising, information technology, finance and accounting, allowing us to
             maximize efficiencies across our company as we continue our growth.

             Broad Appeal with Attractive Guest Base. We provide an upscale, yet inviting, atmosphere attracting guests from a variety
             of age groups and economic backgrounds. We believe our brands offer the highest quality food, service and ambiance when
             compared to other national competitors in the multi-location Italian restaurant category. We provide our guests an Upscale
             Affordable dining experience at both lunch and dinner, which attracts guests from both the casual dining and fine dining
             segments. We locate our restaurants in high-traffic suburban and urban locations to attract primarily local patrons with
             limited reliance on business travelers. Our blend of location, menu offerings and ambiance is designed to appeal to women, a
             key decision-maker when deciding where to dine and shop. We believe that women currently account for approximately
             62% and 65% of our guest traffic at BRAVO! and BRIO, respectively. This positioning helps make our restaurants attractive
             for developers and landlords. We have also cultivated a loyal guest base, with a majority of our guests dining with us at least
             once a month.

             Superior Dining Experience and Value. The strength of our value proposition lies in our ability to provide high-quality,
             freshly-prepared Italian cuisine in a lively restaurant atmosphere with highly attentive guest service at an attractive price
             point. We believe that the dining experiences we offer, coupled with an attractive price-value relationship, helps us create
             long-term, loyal and highly satisfied guests.

                    • The Food. We offer made-to-order menu items prepared using traditional Italian culinary techniques with an
                      emphasis on fresh ingredients and authentic recipes. Our food menu is complemented by a wine list that offers both
                      familiar varieties as well as wines exclusive to our restaurants. An attention to detail, culinary expertise and focused
                      execution reflects our chef-driven culture.

                    • The Service. We are committed to delivering superior service to each guest, at each meal, each and every day. We
                      place significant emphasis on maintaining high waitstaff-to-table ratios, thoroughly training all service personnel on
                      the details of each menu item and staffing each restaurant with experienced management teams to ensure consistent
                      and attentive guest service.

                    • The Experience. Lively, high-energy environments blending dramatic design elements with a warm and inviting
                      atmosphere create a memorable guest experience. Signature architectural and décor elements include the lively
                      theatre of exhibition kitchens, high ceilings, white tablecloths, a centerpiece bar and relaxing patio areas. These
                      elements, along with our superior service and value, help form a bond between our guests and our restaurants,
                      encouraging guest loyalty and more frequent visits.

             Nationally Recognized Restaurant Anchor. Our differentiated brands, the attractive demographics of our guests and the
             high number of weekly guest visits to our restaurants have positioned us as a preferred tenant and the multi-location Italian
             restaurant company of choice for national and regional real estate developers. Landlords and developers seek out our
             concepts to be restaurant anchors for their developments as they are highly complementary to national retailers such as
             Apple, Williams Sonoma and J. Crew, having attracted on average between


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             3,000-5,000 guests per restaurant each week in 2009. As a result of the importance of our brands to the retail centers in
             which we are located, we are often able to negotiate the prime location within a center and favorable real estate terms, which
             helps to drive strong returns on capital for our shareholders.

             Compelling Unit Economics. We have successfully opened and operated both of our brands in multiple geographic regions
             and achieved attractive rates of return on our invested capital, providing a strong foundation for expansion in both new and
             existing markets. Our ability to grow rapidly and efficiently in all market conditions is evidenced through our strong track
             record of new restaurant openings, including our 2009 openings which generated one of the best year-one returns on
             investment in our history. Under our current investment model, BRAVO! restaurant openings require a net cash investment
             of approximately $1.8 million and BRIO restaurant openings require a net cash investment of approximately $2.2 million.
             We target a cash-on-cash return beginning in the third operating year for both of our restaurants of between 30% and 40%.

             Management Team with Proven Track Record. We have assembled a tested and proven management team with significant
             experience operating public companies. Our management team is led by our CEO and President, Saed Mohseni, former CEO
             of McCormick & Schmick‘s Seafood Restaurants, Inc., who joined the company in February 2007. Since Mr. Mohseni‘s
             arrival, we have continued to open new restaurants despite the economic recession. These new restaurant openings have been
             a key driver of our growth in revenue and Adjusted EBITDA, which have increased 29.1% and 89.0%, respectively, between
             the years ended 2006 and 2009. In addition to new restaurant growth, we have also implemented a number of revenue and
             margin enhancing initiatives such as our wine by the glass offerings, wine flights, dessert trays and a new bar menu. These
             programs were strategically implemented to improve our guest experience and maintain our brand image, as opposed to the
             discounting programs initiated by many of our competitors. In addition, we have improved our labor efficiencies and food
             cost management, which helped to drive our margin increases and improved our restaurant-level profitability. These changes
             resulted in an increase in our restaurant-level operating margin from 16.0% in 2006 to 17.4% in 2009, a 140 basis point
             improvement. Restaurant-level operating margin represents our revenues less total restaurant operating costs, as a percentage
             of our revenues.


             Our Growth Strategies

             We believe our restaurants have significant growth potential due to our Upscale Affordable positioning, strong unit
             economics, proven track record of financial results and broad guest appeal. Our growth model is comprised of the following
             three primary drivers:

             Pursue Disciplined Restaurant Growth. We believe that there are significant opportunities to grow our brands on a
             nationwide basis in both existing and new markets where we believe we can generate attractive unit level economics. We are
             pursuing a disciplined growth strategy for both of our brands. We believe that each brand is at an early stage of its
             expansion.

             We have built a scalable infrastructure and have successfully grown our restaurant base through a challenging market
             environment. Despite difficult economic conditions, we opened seven new restaurants in 2009. We continue to grow in
             2010, having opened two new restaurants in each of the first and second quarters of 2010, with one additional restaurant
             planned to be opened later this year. We plan to open five to six new restaurants in 2011 and aim to open between 45 and 50
             new restaurants over the next five years.

             Grow Existing Restaurant Sales. We will continue to pursue targeted local marketing efforts and evaluate operational
             initiatives designed to increase unit volumes without relying on the margin-eroding discounting programs adopted by many
             of our competitors.

             Initiatives at BRAVO! include increasing online ordering, which generates a higher average per person check compared to
             our current carry-out business, expanding local restaurant marketing and promoting our patio business. Other initiatives
             include promoting our bar program through martini night and happy hour programs and expanding our feature cards to
             include appetizers and desserts.

             At BRIO, we are promoting our bar programs, implementing wine flights and dessert trays, introducing a new bar menu and
             expanding the selection of wines by the glass. In addition, we believe there is an opportunity to expand


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             our banquet and special events catering business. Our banquet and special events catering business typically generates a
             higher average per person check than our dining rooms and, as a result of reduced labor costs relative to revenue, allows us
             to achieve higher margins on those revenues.

             We believe our existing restaurants will benefit from increasing brand awareness as we continue to enter new markets. In
             addition, we may selectively remodel existing units to include additional seating capacity to increase revenue.

             Maintain Margins Throughout Our Growth. We will continue to aggressively protect our margins using economies of
             scale, including marketing and purchasing synergies between our brands and leveraging our corporate infrastructure as we
             continue to open new restaurants. Additional margin enhancement opportunities include increasing labor efficiency through
             the use of scheduling tools, menu engineering and other operating cost reduction programs.


             Our History

             We were incorporated as an Ohio corporation under the name Belden Village Venture, Inc. in July 1987. Our name was
             changed to Bravo Cucina of Dayton, Inc. in September 1995, to Bravo Development, Inc. in December 1998 and to Bravo
             Brio Restaurant Group, Inc. in June 2010. We opened our first BRAVO! Cucina Italiana in 1992 in Columbus, Ohio. In
             1999, we opened our first BRIO Tuscan Grille in Columbus, Ohio. In June 2006, we entered into a recapitalization
             transaction with Bravo Development Holdings LLC, an entity controlled by two private equity firms, Bruckmann, Rosser,
             Sherrill & Co. Management, L.P. and Castle Harlan, Inc. As a result of the recapitalization transaction, Bravo Development
             Holdings LLC, or Holdings, became our majority shareholder.


             Reorganization Transactions

             It is anticipated that Holdings will enter into an exchange agreement with us pursuant to which Holdings will exchange its
             shares of our Series A preferred stock and common stock for new shares of our common stock immediately prior to the
             consummation of this offering. Additionally, we and each of our other current shareholders will simultaneously enter into a
             similar exchange agreement pursuant to which each such shareholder will exchange all of their shares of our Series A
             preferred stock and common stock for new shares of our common stock immediately prior to the consummation of this
             offering. See ―Reorganization Transactions‖ for more information.


             Our Sponsors

             Bruckmann, Rosser, Sherrill & Co. Management, L.P.

             Bruckmann, Rosser, Sherrill & Co. Management, L.P., which we refer to as BRS, is a New York based private equity firm
             with previous investments and remaining committed capital totaling $1.4 billion. BRS partners with management teams to
             create financial and operational value over the long-term for the benefit of its investors, focusing on investments in middle
             market consumer goods and services businesses. Companies that possess existing or emerging strong market positions and
             are well-positioned for accelerated long-term growth are best positioned to benefit from the firm‘s support and expertise.
             BRS and its principals have extensive experience in the restaurant industry, having completed 16 restaurant investments to
             date, including add-on acquisitions. Since 1996, BRS has purchased over 40 portfolio companies for aggregate consideration
             of over $6.4 billion.


             Castle Harlan, Inc.

             Castle Harlan was founded in 1987 by John K. Castle, former president and chief executive officer of Donaldson, Lufkin &
             Jenrette, an investment banking firm, and Leonard M. Harlan, founder and former chairman of The Harlan Company. Castle
             Harlan invests in controlling interests in the buyout and development of middle-market companies principally in North
             America and Europe. Its team of 20 investment professionals has completed 52 acquisitions since its inception with a total
             value in excess of $9.0 billion. Castle Harlan currently manages investment funds globally with equity commitments of
             $2.5 billion. Castle Harlan‘s current and former


                                                                        5
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             investments in the restaurant industry include investments in McCormick & Schmick‘s Seafood Restaurants, Inc., Charlie
             Brown‘s, Inc., Caribbean Restaurants, LLC and Morton‘s Restaurant Group, Inc.


             Risk Factors

             Before you invest in our shares, you should carefully consider all of the information in this prospectus, including matters set
             forth under the heading ―Risk Factors.‖ Risks relating to our business include, among others, that our financial results
             depend significantly upon the success of our existing and new restaurants and our long-term success is highly dependent on
             our ability to successfully develop and expand our operations.


             Company Information

             Our principal executive office is located at 777 Goodale Boulevard, Suite 100, Columbus, Ohio 43212 and our telephone
             number is (614) 326-7944. Our website address is www.bbrg.com. Our website and the information contained therein or
             connected thereto shall not be deemed to be incorporated into this prospectus or the registration statement of which it forms
             a part.


                                                                         6
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                                                            The Offering

             Shares of common stock offered by us          shares.



             Shares of common stock offered by the         shares, or     shares if the underwriters exercise their
             selling shareholders                    over-allotment option in full.

             Over-allotment option                   The selling shareholders have granted the underwriters an option for a
                                                     period of 30 days to purchase up to     additional shares of our
                                                     common stock to cover overallotments.

             Ownership after offering                Upon completion of this offering, our executive officers, directors and
                                                     affiliated entities will own approximately % of our outstanding
                                                     common stock, or % if the underwriters exercise their over-allotment
                                                     option in full, and will as a result have significant control over our
                                                     affairs.

             Common stock to be outstanding after
             this offering                                 shares.

             Use of proceeds                         We estimate that we will receive net proceeds from the sale of shares of
                                                     our common stock in this offering of $    million, after deducting
                                                     estimated underwriting discounts and commissions and estimated
                                                     offering expenses payable by us. We intend to use the net proceeds of this
                                                     offering, together with $   million in borrowings under our new senior
                                                     credit facilities, to:

                                                     • repay all loans outstanding under our existing senior credit facilities,
                                                        and any accrued and unpaid interest and related LIBOR breakage
                                                        costs and other fees; and

                                                     • repay all of our outstanding 13.25% senior subordinated secured notes,
                                                        and any accrued and unpaid interest.

                                                     As of March 28, 2010, approximately $85.8 million principal amount of
                                                     loans were outstanding under our existing senior credit facilities and
                                                     approximately $32.4 million aggregate principal amount of our
                                                     13.25% senior subordinated secured notes were outstanding.

                                                     Any remaining net proceeds will be used for general corporate purposes.
                                                     Affiliates of Wells Fargo Securities, LLC and Jefferies & Company, Inc.,
                                                     underwriters in this offering, are parties to our existing senior credit
                                                     facilities and will receive approximately $    million and $     million,
                                                     respectively, of the proceeds used to repay the loans outstanding under
                                                     our existing senior credit facilities.

                                                     We will not receive any of the proceeds from the sale of shares of
                                                     common stock by the selling shareholders. See “Use of Proceeds,”
                                                     “Principal and Selling Shareholders” and “Underwriting — Conflicts of
                                                     Interest.”

             Dividend policy                         We do not currently pay cash dividends on our stock and do not
                                                     anticipate paying any dividends on our common stock in the foreseeable
                                                     future. Any future determination relating to our dividend policy will be
                                                     made at the discretion of our board of


                                                                 7
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                                                              directors and will depend on then existing conditions, including our
                                                              financial condition, results of operations, contractual restrictions, capital
                                                              requirements, business prospects and other factors our board of directors
                                                              may deem relevant. In addition, we anticipate that our ability to declare
                                                              and pay dividends will also be restricted by covenants in our new senior
                                                              credit facilities. See “Description of Indebtedness — New Senior Credit
                                                              Facilities” and “Risk Factors— Our substantial indebtedness may limit
                                                              our ability to invest in the ongoing needs of our business.”

             Proposed Nasdaq Global Market symbol             BBRG.

             Risk factors                                     Investment in our common stock involves substantial risks. You should
                                                              read this prospectus carefully, including the section entitled “Risk
                                                              Factors” and the consolidated financial statements and the related notes
                                                              to those statements included elsewhere in this prospectus before investing
                                                              in our common stock.

             Without giving effect to the reorganization transactions (as defined in ―Reorganization Transactions‖) expected to occur
             prior to the consummation of this offering, the number of shares of our common stock to be outstanding after this offering is
             based on 1,050,000 shares of common stock outstanding as of June 27, 2010 and excludes 257,875 shares of our common
             stock issuable upon exercise of outstanding options under the Bravo Development, Inc. Option Plan as of March 28, 2010 at
             a weighted average exercise price of $9.92 per share. See ―Compensation Discussion and Analysis — Bravo Development,
             Inc. Option Plan.‖

             Unless otherwise noted, all information in this prospectus:

                    • assumes that the underwriters do not exercise their over-allotment option; and

                    • other than historical financial information, reflects (1) the exchange of one share of new common stock for each
                      outstanding share of common stock, (2) the amendment and restatement of our articles of incorporation to give effect
                      to a -for-1 stock split of our outstanding common stock, and (3) the exchange of all shares of our issued and
                      outstanding Series A preferred stock for         shares of common stock at an exchange ratio of 1:    immediately
                      prior to the consummation of this offering, based upon an initial public offering price of $   per share, the midpoint
                      of the price range set forth on the cover of this prospectus. See ―Reorganization Transactions.‖


                                                                           8
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                                      Summary Historical Consolidated Financial and Operating Data

             The following table sets forth, for the periods and dates indicated, our summary historical consolidated financial and
             operating data. We have derived the statement of operations data for the fiscal years ended December 30, 2007,
             December 28, 2008 and December 27, 2009 and the balance sheet data as of December 28, 2008 and December 27, 2009
             from our audited consolidated financial statements appearing elsewhere in this prospectus. We have derived the balance
             sheet data as of December 30, 2007 from our audited consolidated financial statements not included elsewhere in this
             prospectus. We have derived the statement of operations data for the thirteen weeks ended March 29, 2009 and March 28,
             2010 and balance sheet data as of March 28, 2010 from our unaudited interim consolidated financial statements appearing
             elsewhere in this prospectus. We have derived the balance sheet data as of March 29, 2009 from our unaudited interim
             consolidated financial statements not included elsewhere in this prospectus. The summary financial data presented below
             represent portions of our financial statements and are not complete. You should read this information in conjunction with
             ―Use of Proceeds,‖ ―Capitalization,‖ ―Selected Historical Consolidated Financial and Operating Data,‖ ―Management‘s
             Discussion and Analysis of Financial Condition and Results of Operations‖ and our consolidated financial statements and
             the related notes to those statements included elsewhere in this prospectus.


                                                                                              Year Ended(1)                                   Thirteen Weeks Ended
                                                                          December 30,         December 28,            December 27,        March 29,         March 28,
                                                                              2007                 2008                    2009                2009             2010
                                                                                                                       (Dollars in thousands, except per share data)

             Statement of Operations Data:
             Revenues                                                 $          265,374      $       300,783      $           311,709     $    73,593       $   81,844
             Cost of Sales                                                        75,340               84,618                   82,609          19,721           21,357
             Labor                                                                89,663              102,323                  106,330          26,096           28,096
             Operating                                                            41,567               47,690                   48,917          12,505           12,753
             Occupancy                                                            16,054               18,736                   19,636           5,061            5,525

               Total restaurant operating costs                                  222,624              253,367                  257,492          63,383           67,731
             General and administrative expenses                                  16,768               15,042                   17,123           4,583            4,423
             Restaurant pre-opening costs                                          5,647                5,434                    3,758           1,106            1,205
             Depreciation and amortization                                        12,309               14,651                   16,088           3,816            4,124
             Asset impairment charges                                                                   8,506                    6,436
             Other expenses, net                                                    462                   229                      157             105              (25 )

               Total costs and expenses                                           35,186               43,862                   43,562           9,610            9,727
             Income (loss) from operations                                         7,564                3,554                   10,655             600            4,386
             Net interest expense                                                 11,853                9,892                    7,119           1,895            1,770

             Income (loss) from continuing operations before income
               taxes                                                              (4,289 )             (6,338 )                  3,536           (1,295 )         2,616
             Income tax provision (benefit)                                       (3,503 )             55,061                      135               (2 )           100

             Net income (loss)                                        $             (786 )    $       (61,399 )    $             3,401     $     (1,293 )    $    2,516
             Undeclared preferred dividend                                        (8,920 )            (10,175 )                (11,599 )         (2,710 )        (3,089 )

             Net income (loss) available to common shareholders       $           (9,706 )    $       (71,574 )    $            (8,198 )   $     (4,003 )    $     (573 )


             As Adjusted Per Share Data: (2)
               Income (loss) from continuing operations                                                            $                       $                 $
               Weighted average common shares outstanding, basic and diluted


             Other Financial Data:
             Net cash provided from operating activities              $           31,291      $        32,501      $            33,782     $      2,948      $    6,108
             Net cash provided from (used for) investing activities   $          (35,536 )    $       (43,088 )    $           (24,957 )   $     (6,399 )    $   (6,410 )
             Net cash (used in) provided by financing activities      $            4,156      $        10,529      $            (9,258 )   $      3,230      $      294
             Capital expenditures                                     $           28,782      $        24,578      $            14,121     $      2,109      $    2,332
             Adjusted EBITDA(3)                                       $           20,260      $        27,218      $            34,790     $      4,917      $    8,920
             Adjusted EBITDA margin                                                   7.6 %                9.0 %                  11.2 %             6.7 %         10.9 %
             Operating Data:
             Total restaurants (at end of period)                                     63                   75                       81               77              83
             Total comparable restaurants (at end of period)                          49                   54                       61               62              74
                                                                                                              )                        )                )
             Change in comparable restaurant sales                                   0.6 %               (3.8 %                   (7.4 %           (8.2 %           0.2 %
             BRAVO!:
             Restaurants (at end of period)                                           38                   44                       45              45               46
             Total comparable restaurants (at end of period)                          31                   33                       36              37               43
             Average sales per comparable restaurant                  $            3,890      $         3,715      $             3,457     $       836       $      820
                                                                                                              )                        )                )               )
             Change in comparable restaurant sales                                   0.9 %               (4.1 %                   (7.1 %           (8.6 %          (0.6 %
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                                                                                        Year Ended(1)                                   Thirteen Weeks Ended
                                                                     December 30,        December 28,            December 27,        March 29,         March 28,
                                                                         2007                2008                    2009                2009             2010
                                                                                                                 (Dollars in thousands, except per share data)

             BRIO:
             Restaurants (at end of period)                                      25                  31                       36                     32              37
             Total comparable restaurants (at end of period)                     18                  21                       25                     25              31
             Average sales per comparable restaurant             $            5,308     $         5,401      $             4,812      $           1,196     $     1,215
                                                                                                         )                        )                     )
             Change in comparable restaurant sales                              0.2 %               (3.6 %                   (7.8 %                (7.7 %           1.0 %
             Balance Sheet Data (at end of period):
             Cash and cash equivalents                           $              740     $           682      $               249      $          461        $       241
             Working capital (deficit)                           $          (33,110 )   $       (34,320 )    $           (36,156 )    $      (33,162 )      $   (33,781 )
             Total assets                                        $          195,048     $       157,764      $           160,842      $      159,055        $   162,114
             Total debt                                          $          114,136     $       125,950      $           118,031      $      129,509        $   118,439
             Total stockholders‘ equity (deficiency in assets)   $          (14,692 )   $       (76,091 )    $           (72,690 )    $      (77,385 )      $   (70,174 )


                                                                                                                                 Actual          As Adjusted(2)
                                                                                                                                 As of               As of
                                                                                                                                March 28,          March 28,
                                                                                                                                  2010               2010
                                                                                                                                        (In thousands)

             Balance Sheet Data:
             Cash and cash equivalents                                                                                         $          241
             Working capital (deficit)                                                                                         $      (33,781 )
             Total assets                                                                                                      $      162,114
             Total debt                                                                                                        $      118,439
             Total stockholders‘ equity (deficiency in assets)                                                                 $      (70,174 )

              (1) We utilize a 52- or 53-week accounting period which ends on the Sunday closest to December 31. The fiscal years
                  ended December 27, 2009, December 28, 2008 and December 30, 2007 each have 52 weeks.

              (2) Gives effect to (i) the reorganization transactions expected to occur prior to the consummation of this offering, (ii) this
                  offering and (iii) the application of the net proceeds of this offering and of borrowings under our new senior credit
                  facilities as described under ―Use of Proceeds.‖

              (3) Adjusted EBITDA represents earnings before interest, taxes, depreciation and amortization plus the sum of asset
                  impairment charges and management fees and expenses. We are presenting Adjusted EBITDA, which is not required
                  by U.S. generally accepted accounting principles, or GAAP, because it provides an additional measure to view our
                  operations, when considered with both our GAAP results and the reconciliation to net income (loss) which we believe
                  provides a more complete understanding of our business than could be obtained absent this disclosure. We use
                  Adjusted EBITDA, together with financial measures prepared in accordance with GAAP, such as revenue and cash
                  flows from operations, to assess our historical and prospective operating performance and to enhance our
                  understanding of our core operating performance. Adjusted EBITDA is presented because: (i) we believe it is a useful
                  measure for investors to assess the operating performance of our business without the effect of non-cash depreciation
                  and amortization expenses and asset impairment charges; (ii) we believe that investors will find it useful in assessing
                  our ability to service or incur indebtedness; and (iii) we use Adjusted EBITDA internally as a benchmark to evaluate
                  our operating performance or compare our performance to that of our competitors. The use of Adjusted EBITDA as a
                  performance measure permits a comparative assessment of our operating performance relative to our performance
                  based on our GAAP results, while isolating the effects of some items that vary from period to period without any
                  correlation to core operating performance or that vary widely among similar companies. Companies within our
                  industry exhibit significant variations with respect to capital structures and cost of capital (which affect interest
                  expense and tax rates) and differences in book depreciation of facilities and equipment (which affect relative
                  depreciation expense), including significant differences in the depreciable lives of similar assets among various
                  companies. Our management believes that Adjusted EBITDA facilitates company-to-company comparisons within our
                  industry by eliminating some of the foregoing variations.

                     Adjusted EBITDA is not a measurement determined in accordance with GAAP and should not be considered in
                     isolation or as an alternative to net income, net cash provided by operating, investing or financing activities or other
                     financial statement data presented as indicators of financial performance or liquidity, each as presented in accordance
                     with GAAP. Adjusted EBITDA should not be considered as a measure of discretionary cash
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                    available to us to invest in the growth of our business. Adjusted EBITDA as presented may not be comparable to other
                    similarly titled measures of other companies and our presentation of Adjusted EBITDA should not be construed as an
                    inference that our future results will be unaffected by unusual items.

                    Our management recognizes that Adjusted EBITDA has limitations as an analytical financial measure, including the
                    following:

                    • Adjusted EBITDA does not reflect our capital expenditures or future requirements for capital expenditures;

                    • Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or
                      principal payments, associated with our indebtedness;

                    • Adjusted EBITDA does not reflect depreciation and amortization, which are non-cash charges, although the assets
                      being depreciated and amortized will likely have to be replaced in the future, nor does Adjusted EBITDA reflect any
                      cash requirements for such replacements; and

                    • Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs.

                    This prospectus also includes information concerning Adjusted EBITDA margin, which is defined as the ratio of
                    Adjusted EBITDA to revenues. We present Adjusted EBITDA margin because it is used by management as a
                    performance measurement to judge the level of Adjusted EBITDA generated from revenues and we believe its inclusion
                    is appropriate to provide additional information to investors.

                    A reconciliation of Adjusted EBITDA and EBITDA to net income is provided below.


                                                                                  Year Ended                       Thirteen Weeks Ended
                                                                December 30,      December 28,      December 27,   March 29,    March 28,
                                                                    2007              2008              2009         2009          2010
                                                                                             (In thousands)
             Net income (loss)                                 $         (786 )   $     (61,399 )   $      3,401   $   (1,293 )   $   2,516
             Income tax expense (benefit)                              (3,503 )          55,061              135           (2 )         100
             Interest expense                                          11,853             9,892            7,119        1,895         1,770
             Depreciation and amortization                             12,309            14,651           16,088        3,816         4,124

               EBITDA                                          $       19,873     $      18,205     $     26,743   $   4,416      $   8,510
             Asset impairment charges                                      —              8,506            6,436          —              —
             Management fees and expenses                                 387               507            1,611         501            410

               Adjusted EBITDA                                 $       20,260     $      27,218     $     34,790   $   4,917      $   8,920




                                                                         11
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                                                                Risk Factors

         Investing in our common stock involves a high degree of risk. You should consider carefully the following risk factors and
         the other information in this prospectus, including our consolidated financial statements and related notes to those
         statements, before you decide to invest in our common stock. If any of the following risks actually occur, our business,
         financial condition and operating results could be adversely affected. As a result, the trading price of our common stock
         could decline and you could lose part or all of your investment.


         Risks Relating to Our Business and Industry

         Our financial results depend significantly upon the success of our existing and new restaurants.

         Future growth in revenues and profits will depend on our ability to grow sales and efficiently manage costs in our existing
         and new restaurants. As of June 27, 2010, we operated 47 BRAVO! restaurants and 38 BRIO restaurants, of which three
         BRAVO! restaurants and four BRIO restaurants have opened within the preceding twelve months. The results achieved by
         these restaurants may not be indicative of longer-term performance or the potential market acceptance of restaurants in other
         locations.

         In particular, the success of our restaurants revolves principally around guest traffic and average check per guest. Significant
         factors that might adversely impact our guest traffic levels and average guest check include, without limitation:

              • declining economic conditions, including housing market downturns, rising unemployment rates, lower disposable
                income and consumer confidence and other events or factors that adversely affect consumer spending in the markets
                we serve;

              • increased competition (both in the upscale casual dining segment and in other segments of the restaurant industry);

              • changes in consumer preferences;

              • guests‘ budgeting constraints and choosing not to order certain high-margin items such as desserts and beverages
                (both alcoholic and non-alcoholic);

              • guests‘ failure to accept menu price increases that we may make to offset increases in key operating costs;

              • our reputation and consumer perception of our concepts‘ offerings in terms of quality, price, value and service; and

              • guest experiences from dining in our restaurants.

         Our restaurants are also susceptible to increases in certain key operating expenses that are either wholly or partially beyond
         our control, including, without limitation:

              • food and other raw materials costs, many of which we do not or cannot effectively hedge;

              • labor costs, including wage, workers‘ compensation, health care and other benefits expenses;

              • rent expenses and other costs under leases for our new and existing restaurants;

              • energy, water and other utility costs;

              • costs for insurance (including health, liability and workers‘ compensation);

              • information technology and other logistical costs; and

              • expenses due to litigation against us.
The failure of our existing or new restaurants to perform as expected could have a significant negative impact on our
financial condition and results of operations.


Our long-term success is highly dependent on our ability to successfully develop and expand our operations.

We intend to develop new restaurants in our existing markets, and selectively enter into new markets. Since the end of 2005,
we have expanded from 30 BRAVO! restaurants and 19 BRIO restaurants to 47 and 38 BRAVO!


                                                             12
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         and BRIO restaurants, respectively, as of June 27, 2010. We also expect to open one additional BRIO restaurant prior to the
         end of 2010. There can be no assurance that any new restaurant that we open will have similar operating results to those of
         existing restaurants. The number and timing of new restaurants actually opened during any given period, and their associated
         contribution to operating growth, may be negatively impacted by a number of factors including, without limitation:

              • our inability to generate sufficient funds from operations or to obtain favorable financing to support our development;

              • identification and availability of, and competition for, high quality locations that will continue to drive high levels of
                sales per unit;

              • acceptable lease arrangements, including sufficient levels of tenant allowances and construction contributions;

              • the financial viability of our landlords, including the availability of financing for our landlords;

              • construction and development cost management;

              • timely delivery of the leased premises to us from our landlords and punctual commencement of build-out
                construction activities;

              • delays due to the highly customized nature of our restaurant concepts and the complex design, construction and
                pre-opening processes for each new location;

              • obtaining all necessary governmental licenses and permits on a timely basis to construct and operate our restaurants;

              • competition in new markets, including competition for restaurant sites;

              • unforeseen engineering or environmental problems with the leased premises;

              • adverse weather during the construction period;

              • anticipated commercial, residential and infrastructure development near our new restaurants;

              • recruitment of qualified managers, chefs and other key operating personnel; and

              • other unanticipated increases in costs, any of which could give rise to delays or cost overruns.

         We may not be able to open our planned new restaurants on a timely basis, if at all, and, if opened, these restaurants may not
         be operated profitably. We have experienced, and expect to continue to experience, delays in restaurant openings from time
         to time. Such actions may limit our growth opportunities. We cannot assure you that we will be able to successfully expand
         or acquire critical market presence for our brands in new geographical markets, as we may encounter well-established
         competitors with substantially greater financial resources. We may be unable to find attractive locations, acquire name
         recognition, successfully market our brands or attract new guests. Competitive circumstances and consumer characteristics
         in new market segments and new geographical markets may differ substantially from those in the market segments and
         geographical markets in which we have substantial experience. If we are unable to expand in existing markets or penetrate
         new markets, our ability to increase our revenues and profitability may be harmed.


         Changes in economic conditions, including continuing effects from the recent recession, could materially affect our
         financial condition and results of operations.

         We, together with the rest of the restaurant industry, depend upon consumer discretionary spending. The recent recession,
         coupled with high unemployment rates, reduced home values, increases in home foreclosures, investment losses, personal
         bankruptcies and reduced access to credit and reduced consumer confidence, has impacted consumers‘ ability and
         willingness to spend discretionary dollars. Economic conditions may remain volatile and may continue to repress consumer
         confidence and discretionary spending for the near term. If the weak economy continues for a prolonged period of time or
         worsens, guest traffic could be adversely impacted if our guests choose to dine out less frequently or reduce the amount they
         spend on meals while dining out. We believe that if the current negative economic conditions persist for a long period of
time or become more pervasive, consumers might make long- lasting changes to their discretionary spending behavior,
including dining out less frequently on a


                                                           13
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         permanent basis. Additionally, a decline in corporate travel and entertainment spending could result in a decrease in the
         traffic of business travelers at our restaurants. If restaurant sales decrease, our profitability could decline as we spread fixed
         costs across a lower level of sales. Reductions in staff levels, asset impairment charges and potential restaurant closures have
         resulted and could result from prolonged negative restaurant sales.


         Damage to our reputation or lack of acceptance of our brands could negatively impact our business, financial
         condition and results of operations.

         We believe we have built a strong reputation for the quality and breadth of our menu and our restaurants, and we must
         protect and grow the value of our BRAVO! and BRIO brands to continue to be successful in the future. Any incident that
         erodes consumer affinity for our brands could significantly reduce their respective values and damage our business. If guests
         perceive or experience a reduction in food quality, service or ambiance, or in any way believe we failed to deliver a
         consistently positive experience, our brand value could suffer and our business may be adversely affected.

         A multi-location restaurant business such as ours can be adversely affected by negative publicity or news reports, whether or
         not accurate, regarding food quality issues, public health concerns, illness, safety, injury or government or industry findings
         concerning our restaurants, restaurants operated by other foodservice providers or others across the food industry supply
         chain. While we have taken steps to mitigate food quality, public health and other foodservice-related risks, these types of
         health concerns or negative publicity cannot be completely eliminated or mitigated and may materially harm our results of
         operations and result in damage to our brands. For example, in May 2006, a food virus outbreak in Michigan affected area
         restaurants, including one of our BRAVO! restaurants. As a result, this restaurant was closed for four days. While the effect
         of the outbreak was immaterial to our business, food quality issues or other public health concerns could have an adverse
         impact on our profitability.

         In addition, our ability to successfully develop new restaurants in new markets may be adversely affected by a lack of
         awareness or acceptance of our brands in these new markets. To the extent that we are unable to foster name recognition and
         affinity for our brands in new markets, our new restaurants may not perform as expected and our growth may be
         significantly delayed or impaired.


         Because many of our restaurants are concentrated in local or regional areas, we are susceptible to economic and
         other trends and developments, including adverse weather conditions, in these areas.

         Our financial performance is highly dependent on restaurants located in Ohio, Florida, Michigan and Pennsylvania , which
         comprise approximately 45% of our total restaurants. As a result, adverse economic conditions in any of these areas could
         have a material adverse effect on our overall results of operations. In recent years, certain of these states have been more
         negatively impacted by the housing decline, high unemployment rates and the overall economic crisis than other geographic
         areas. In addition, given our geographic concentrations, negative publicity regarding any of our restaurants in these areas
         could have a material adverse effect on our business and operations, as could other regional occurrences such as local strikes,
         terrorist attacks, increases in energy prices, adverse weather conditions, hurricanes, droughts or other natural or man-made
         disasters.

         In particular, adverse weather conditions can impact guest traffic at our restaurants, cause the temporary underutilization of
         outdoor patio seating, and, in more severe cases, cause temporary restaurant closures, sometimes for prolonged periods.
         Approximately 34% of our total restaurants are located in Ohio, Michigan and Pennsylvania, which are particularly
         susceptible to snowfall, and 13% of our total restaurants are located in Florida and Louisiana, which are particularly
         susceptible to hurricanes. Our business is subject to seasonal fluctuations, with restaurant sales typically higher during
         certain months, such as December. Adverse weather conditions during our most favorable months or periods may exacerbate
         the effect of adverse weather on guest traffic and may cause fluctuations in our operating results from quarter-to-quarter
         within a fiscal year. For example, the significant snowfall in the Northeast United States in February 2010 led to reduced
         guest traffic at several of our restaurants. In addition, outdoor patio seating is available at most of our restaurants and may be
         impacted by a number of weather-related factors. Our inability to fully utilize our restaurants‘ seating capacity as planned
         may negatively impact our revenues and results of operations.


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         The impact of negative economic factors, including the availability of credit, on our landlords and other retail center
         tenants could negatively affect our financial results.

         Negative effects on our existing and potential landlords due to the inaccessibility of credit and other unfavorable economic
         factors may, in turn, adversely affect our business and results of operations. If our landlords are unable to obtain financing or
         remain in good standing under their existing financing arrangements, they may be unable to provide construction
         contributions or satisfy other lease covenants to us. Approximately 6% of our restaurants are in locations that are owned,
         managed or controlled by a landlord that has filed for bankruptcy protection under Chapter 11 of the United States
         Bankruptcy Code in the last 12 months. This landlord may be able to reject our leases in the bankruptcy proceedings. As of
         June 27, 2010, none of our leases have been rejected, but we cannot assure you that any landlord that has filed, or may in the
         future file, for bankruptcy protection may not attempt to reject leases with us. In addition, if our landlords are unable to
         obtain sufficient credit to continue to properly manage their retail sites, we may experience a drop in the level of quality of
         such retail centers. Our development of new restaurants may also be adversely affected by the negative financial situations of
         developers and potential landlords. Many landlords have delayed or cancelled recent development projects (as well as
         renovations of existing projects) due to the instability in the credit markets and recent declines in consumer spending, which
         has reduced the number of high-quality locations available that we would consider for our new restaurants.

         In addition, several other tenants at retail centers in which we are located or where we have executed leases have ceased
         operations or, in some cases, have deferred openings or failed to open after committing to do so. These failures may lead to
         reduced guest traffic at retail centers in which our restaurants are located and may contribute to lower guest traffic at our
         restaurants.


         Changes in food availability and costs could adversely affect our operating results.

         Our profitability and operating margins are dependent in part on our ability to anticipate and react to changes in food costs.
         We rely on local, regional and national suppliers to provide our produce, beef, poultry, seafood and other ingredients. Other
         than for a portion of our commodities, which are purchased locally by each restaurant, we rely on Gordon Food Service, or
         GFS, as the primary distributor of a majority of our ingredients. We have a non-exclusive contract with GFS on terms and
         conditions that we believe are consistent with those made available to similarly situated restaurant companies. Although we
         believe that alternative distribution sources are available, any increase in distribution prices or failure to perform by GFS
         could cause our food costs to increase. Additionally, we currently rely on sole suppliers for certain of our food products,
         including substantially all of our soups and the majority of our sauces. Failure to identify an alternate source of supply for
         these items may result in significant cost increases. Increases in distribution costs or sale prices could also cause our food
         costs to increase. In addition, any material interruptions in our supply chain, such as a material interruption of ingredient
         supply due to the failures of third-party suppliers, or interruptions in service by common carriers that ship goods within our
         distribution channels, may result in significant cost increases and reduce sales. Changes in the price or availability of certain
         food products could affect our ability to offer a broad menu and price offering to guests and could materially adversely affect
         our profitability and reputation.

         The type, variety, quality and price of produce, beef, poultry and seafood are more volatile than other types of food and are
         subject to factors beyond our control, including weather, governmental regulation, availability and seasonality, each of
         which may affect our food costs or cause a disruption in our supply. For example, weather patterns in recent years have
         resulted in lower than normal levels of rainfall in key agricultural states such as California, impacting the price of water and
         the corresponding prices of food commodities grown in states facing drought conditions. Our food suppliers also may be
         affected by higher costs to produce and transport commodities used in our restaurants, higher minimum wage and benefit
         costs and other expenses that they pass through to their customers, which could result in higher costs for goods and services
         supplied to us. Although we are able to contract for the majority of the food commodities used in our restaurants for periods
         of up to one year, the pricing and availability of some of the commodities used in our operations cannot be locked in for
         periods of longer than one week or at all. Currently, we have pricing understandings of varying lengths with several key
         suppliers, including our suppliers of poultry, seafood, dairy products, soups and sauces, bakery items and certain meat
         products. We do not use financial instruments to hedge our risk to market fluctuations in the price of beef, seafood, produce
         and other food products at this time. We may not be able to anticipate and react to changing


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         food costs through our purchasing practices and menu price adjustments in the future, and failure to do so could negatively
         impact our revenues and results of operations.


         Increases in our labor costs, including as a result of changes in government regulation, could slow our growth or
         harm our business.

         We are subject to a wide range of labor costs. Because our labor costs are, as a percentage of revenues, higher than other
         industries, we may be significantly harmed by labor cost increases.

         We retain the financial responsibility for up to $250,000 of risks and associated liabilities with respect to workers‘
         compensation, general liability, employment practices and other insurable risks through our self insurance programs.
         Unfavorable fluctuations in market conditions, availability of such insurance or changes in state and/or federal regulations
         could significantly increase our self insurance costs and insurance premiums. In addition, we are subject to the risk of
         employment-related litigation at both the state and federal levels, including claims styled as class action lawsuits which are
         more costly to defend. Also, some employment related claims in the area of wage and hour disputes are not insurable risks.

         Despite our efforts to control costs while still providing competitive health care benefits to our staff members, significant
         increases in health care costs continue to occur, and we can provide no assurance that our cost containment efforts in this
         area will be effective. Further, we are continuing to assess the impact of recently-adopted federal health care legislation on
         our health care benefit costs, and significant increases in such costs could adversely impact our operating results. There is no
         assurance that we will be able to pass through the costs of such legislation in a manner that will not adversely impact our
         operating results.

         In addition, many of our restaurant personnel are hourly workers subject to various minimum wage requirements or changes
         to tip credits. Mandated increases in minimum wage levels and changes to the tip credit, which are the amounts an employer
         is permitted to assume an employee receives in tips when calculating the employee‘s hourly wage for minimum wage
         compliance purposes, have recently been and continue to be proposed and implemented at both federal and state government
         levels. Minimum wage increases or changes to allowable tip credits may increase our labor costs or effective tax rate.

         Additionally, potential changes in labor legislation, including the Employee Free Choice Act (EFCA), could result in
         portions of our workforce being subjected to greater organized labor influence. The EFCA could impact the nature of labor
         relations in the United States and how union elections and contract negotiations are conducted. The EFCA aims to facilitate
         unionization, and employers of unionized employees may face mandatory, binding arbitration of labor scheduling, costs and
         standards, which could increase the costs of doing business. Although we do not currently have any unionized employees,
         EFCA or similar labor legislation could have an adverse effect on our business and financial results by imposing
         requirements that could potentially increase costs and reduce our operating flexibility.


         Labor shortages could increase our labor costs significantly or restrict our growth plans.

         Our restaurants are highly dependent on qualified management and operating personnel, including regional management,
         general managers and executive chefs. Qualified individuals have historically been in short supply and an inability to attract
         and retain them would limit the success of our existing restaurants as well as our development of new restaurants. We can
         make no assurances that we will be able to attract and retain qualified individuals in the future. Additionally, the cost of
         attracting and retaining qualified individuals may be higher than we anticipate, and as a result, our profitability could
         decline.


         Guest traffic at our restaurants could be significantly affected by competition in the restaurant industry in general
         and, in particular, within the dining segments of the restaurant industry in which we compete.

         The restaurant industry is highly competitive with respect to food quality, ambiance, service, price and value and location,
         and a substantial number of restaurant operations compete with us for guest traffic. The main competitors for our brands are
         mid-priced, full service concepts in the multi-location upscale casual dining segment, including Maggiano‘s, Cheesecake
         Factory, BJ‘s Restaurants and P.F. Chang‘s, as well as high quality,


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         locally owned and operated Italian restaurants. Some of our competitors have significantly greater financial, marketing,
         personnel and other resources than we do, and many of our competitors are well established in markets in which we have
         existing restaurants or intend to locate new restaurants. Any inability to successfully compete with the other restaurants in
         our markets will place downward pressure on our guest traffic and may prevent us from increasing or sustaining our
         revenues and profitability. We may also need to evolve our concepts in order to compete with popular new restaurant
         formats or concepts that develop from time to time, and we cannot offer any assurance that we will be successful in doing so
         or that modifications to our concepts will not reduce our profitability. In addition, with improving product offerings at fast
         casual restaurants, quick-service restaurants and grocery stores and the influence of negative economic conditions and other
         factors, consumers may choose less expensive alternatives, which could also negatively affect guest traffic at our restaurants.


         New information or attitudes regarding diet and health or adverse opinions about the health effects of consuming our
         menu offerings could result in adverse changes in regulations and consumer eating habits.

         Government regulation and consumer eating habits may impact our business as a result of changes in attitudes regarding diet
         and health or new information regarding the health effects of consuming our menu offerings. These changes may result in
         the enactment of laws and regulations that impact the ingredients and nutritional content of our menu offerings, or laws and
         regulations requiring us to disclose the nutritional content of our food offerings. For example, a number of states, counties
         and cities have enacted menu labeling laws requiring multi-unit restaurant operators to disclose certain nutritional
         information available to guests, or have enacted legislation restricting the use of certain types of ingredients in restaurants.
         Furthermore, the federal Patient Protection and Affordable Care Act, or PPACA, which was enacted on March 23, 2010,
         establishes a uniform, federal requirement for certain restaurants to post nutritional information on their menus. Specifically,
         the law requires chain restaurants with 20 or more locations operating under the same trade name and offering substantially
         the same menus to publish the total number of calories of standard menu items on menus and menu boards, along with a
         succinct statement regarding the suggested daily caloric intake, to enable consumers to understand the number of calories in
         the menu item in the context of a total daily diet. The law also requires such restaurants to provide to consumers, upon
         request, a written summary of detailed nutritional information, including total calories and calories from fat, total fat,
         saturated fat, cholesterol, sodium, total carbohydrates, complex carbohydrates, sugars, dietary fiber, and total protein in each
         serving size or other unit of measure, for each standard menu item. The menu must include a prominent, clear and
         conspicuous statement about the availability of this information upon request. The United States Food and Drug
         Administration, or FDA, is also permitted to require additional nutrient disclosures, such as trans fat content. An unfavorable
         report on our menu ingredients, the size of our portions or the nutritional content of our menu items could negatively
         influence the demand for our offerings.

         The federal nutrition labeling law under the PPACA became effective upon enactment, on March 23, 2010. However, the
         FDA, is required to issue proposed regulations by March 23, 2011 to establish the methods by which restaurants should
         measure the nutrient content of their standard menu items to arrive at the declared value, and the format and manner of the
         nutrient content disclosures required under the law. Thus, it is expected that the FDA will not enforce the requirements until
         these regulations are finalized. The new law specifically preempts conflicting state and local laws, and instead provides a
         single, national standard for nutrition labeling of restaurant menu items. In the meantime, we will be subject to a patchwork
         of state and local laws and regulations regarding nutritional content disclosure requirements. Many of these requirements are
         inconsistent or are interpreted differently from one jurisdiction to another.

         Compliance with these laws and regulations, as well as others regarding the ingredients and nutritional content of our menu
         items, may be costly and time-consuming. Additionally, if consumer health regulations or consumer eating habits change
         significantly, we may be required to modify or discontinue certain menu items, and we may experience higher costs
         associated with the implementation of those changes. We cannot predict the impact of the new nutrition labeling
         requirements under the PPACA, once they are issued and implemented. Additionally, we cannot make any assurances
         regarding our ability to effectively respond to changes in consumer health perceptions or our ability to successfully
         implement the nutrient content disclosure requirements and to adapt our menu offerings to trends in eating habits.


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         Our marketing programs may not be successful.

         We expend significant resources in our marketing efforts, using a variety of media, including social media venues. We
         expect to continue to conduct brand awareness programs and guest initiatives to attract and retain guests. These initiatives
         may not be successful, resulting in expenses incurred without the benefit of higher revenues. Additionally, some of our
         competitors have greater financial resources, which enable them to purchase significantly more television and radio
         advertising than we are able to purchase. Should our competitors increase spending on advertising and promotions or our
         advertising funds decrease for any reason, or should our advertising and promotions be less effective than our competitors,
         there could be a material adverse effect on our results of operations and financial condition.

         The impact of new restaurant openings could result in fluctuations in our financial performance.

         Quarterly results have been, and in the future may continue to be, significantly impacted by the timing of new restaurant
         openings (often dictated by factors outside of our control), including associated pre-opening costs and operating
         inefficiencies, as well as changes in our geographic concentration due to the opening of new restaurants. We typically incur
         the most significant portion of pre-opening expenses associated with a given restaurant within the two months immediately
         preceding and the month of the opening of the restaurant. Our experience has been that labor and operating costs associated
         with a newly opened restaurant for the first several months of operation are materially greater than what can be expected
         after that time, both in aggregate dollars and as a percentage of revenues. Our new restaurants commonly take several
         months to reach planned operating levels due to inefficiencies typically associated with new restaurants, including the
         training of new personnel, lack of market awareness, inability to hire sufficient qualified staff and other factors. Accordingly,
         the volume and timing of new restaurant openings has had, and may continue to have, a meaningful impact on our
         profitability. Due to the foregoing factors, results for any one quarter are not necessarily indicative of results to be expected
         for any other quarter or for a full fiscal year, and these fluctuations may cause our operating results to be below expectations
         of public market analysts and investors.

         Opening new restaurants in existing markets may negatively effect sales at our existing restaurants.

         The consumer target area of our restaurants varies by location, depending on a number of factors such as population density,
         local retail and business attractions, area demographics and geography. As a result, the opening of a new restaurant, whether
         using the same brand or a different brand, in or near markets in which we already have existing restaurants could adversely
         impact the sales of new or existing restaurants. We do not intend to open new restaurants that materially impact the existing
         sales of our existing restaurants. However, there can be no assurance that sales cannibalization between our restaurants will
         not occur or become more significant in the future as we continue to expand our operations.

         Our business operations and future development could be significantly disrupted if we lose key members of our
         management team.

         The success of our business continues to depend to a significant degree upon the continued contributions of our senior
         officers and key employees, both individually and as a group. Our future performance will be substantially dependent in
         particular on our ability to retain and motivate Saed Mohseni, our President and Chief Executive Officer, and certain of our
         other senior executive officers. We currently have an employment agreement in place with Mr. Mohseni. The loss of the
         services of our CEO, senior officers or other key employees could have a material adverse effect on our business and plans
         for future development. We have no reason to believe that we will lose the services of any of these individuals in the
         foreseeable future; however, we currently have no effective replacement for any of these individuals due to their experience,
         reputation in the industry and special role in our operations. We also do not maintain any key man life insurance policies for
         any of our employees.


         Our growth may strain our infrastructure and resources, which could slow our development of new restaurants and
         adversely affect our ability to manage our existing restaurants.

         We opened two BRAVO! and five BRIO restaurants in 2009, and in 2008 we opened seven BRAVO! and six BRIO
         restaurants. We have opened two BRAVO! and two BRIO restaurants during 2010 and expect to open one


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         additional BRIO restaurant before fiscal year end. Our recent and future growth may strain our restaurant management
         systems and resources, financial controls and information systems. Those demands on our infrastructure and resources may
         also adversely affect our ability to manage our existing restaurants. If we fail to continue to improve our infrastructure or to
         manage other factors necessary for us to meet our expansion objectives, our operating results could be materially and
         adversely affected. Likewise, if sales decline, we may be unable to reduce our infrastructure quickly enough to prevent sales
         deleveraging, which would adversely affect our profitability.


         Changes in, or any failure to comply with, applicable laws or regulations may adversely affect our business and our
         growth strategy.

         Our operations are subject to regulation by federal agencies and to licensing and regulation by state and local health,
         sanitation, building, zoning, safety, fire and other departments. The regulations cover matters relating to building
         construction (including environmental impact), zoning requirements, employment, nutritional information disclosure and the
         preparation and sale of food and alcoholic beverages. The impact of compliance with the laws and regulations of certain
         states, including states in which we are not currently located but may open restaurants in the future, may be more costly than
         compliance in other states.

         Various state and local health, sanitation, fire and safety codes govern our existing restaurants. In addition, the development
         of additional restaurants will be subject to compliance with applicable construction, zoning, land use and environmental
         regulations. Difficulties in obtaining or renewing, or failures to obtain or renew, the required licenses or approvals on a
         cost-effective and timely basis could delay or prevent the development and openings of new restaurants, or could disrupt the
         operations of existing restaurants. As is the case with any operator of real property, we are subject to a variety of federal,
         state and local governmental regulations relating to the use, storage, discharge, emission and disposal of hazardous materials.
         Failure to comply with environmental laws could result in the imposition of severe penalties or restrictions on operations by
         governmental agencies or courts of law, which could adversely affect operations. We are unaware of any significant hazards
         on properties we operate or have operated, the remediation of which would result in material liability. We do not have
         separate environmental liability insurance nor do we maintain a reserve to cover such events. In the event of the
         determination of contamination on such properties, the Company, as operator, could be held liable for severe penalties and
         costs of remediation.

         Our relationships with employees are governed by various federal and state labor laws and regulations, including minimum
         wage requirements, breaks, overtime pay, fringe benefits, safety, working conditions, unemployment tax rates, workers‘
         compensation rates and citizenship or work authorization requirements. We are also subject to the regulations of the
         U.S. Citizenship and Immigration Services and U.S. Customs and Immigration Enforcement. Our failure to comply with
         federal and state labor laws and regulations, or our staff members failure to meet federal citizenship or residency
         requirements, could result in a disruption in our work force, sanctions or fines against us and adverse publicity. We may be
         unable to increase our prices in order to pass increased labor costs on to our guests, in which case our margins would be
         negatively affected. Significant government-imposed increases in minimum wages, paid or unpaid leaves of absence, sick
         leave, and mandated health benefits, or increased tax reporting, assessment or payment requirements related to our staff
         members who receive gratuities, could be detrimental to the profitability of our restaurants operations. In addition, while we
         carry employment practices insurance covering a variety of labor-related liability claims, a settlement or judgment against us
         that is uninsured or in excess of our coverage limitations could have a material adverse effect on our results of operations,
         liquidity, financial position or business.

         Our business is subject to extensive state and local government regulation relating to alcoholic beverage control, public
         health and food safety and labeling. For example, alcoholic beverage control regulations require each of our restaurants to
         obtain licenses and permits to sell alcoholic beverages on the premises, and each restaurant must obtain a food service
         license from local health authorities. In fiscal 2009, approximately 16.4% of our gross revenues at BRAVO! and 22.5% of
         our gross revenues at BRIO were attributable to the sale of alcoholic beverages. Typically, licenses must be renewed
         annually and may be revoked or suspended for cause at any time. The failure of a restaurant to obtain or retain its licenses,
         permits or other approvals, or any suspension of such licenses, permits or other approvals, would adversely affect that
         restaurant‘s operations and profitability and could adversely


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         affect our ability to obtain these licenses elsewhere. We may also be subject to ―dram shop‖ statutes in certain states, which
         generally provide a person injured by an intoxicated person the right to recover damages from an establishment that
         wrongfully served alcoholic beverages to the intoxicated person. Even though we are covered by general liability insurance,
         a settlement or judgment against us under a ―dram shop‖ statute in excess of liability coverage could adversely affect our
         financial condition and results of operations.

         Recent legislation enacted in March 2010 will require chain restaurants with 20 or more locations in the United States to
         comply with federal nutritional disclosure requirements, making applicable to restaurants certain nutrition labeling
         requirements from which restaurants have historically been exempt. Additionally, the United States Congress is currently
         considering food safety legislation that is expected to greatly expand the FDA‘s authority over food safety. If this legislation
         is enacted, we cannot assure you that it will not impact our industry. The costs associated with such compliance may
         increase over time, and while our ability to adapt to consumer preferences is a strength of our concepts, the effect of such
         labeling requirements on consumer choices, if any, is unclear at this time.

         In addition, our facilities must comply with the applicable requirements of the Americans with Disabilities Act of 1990
         (―ADA‖) and related federal and state statutes that prohibit discrimination on the basis of disability in public
         accommodations and employment. Although our restaurants are designed to be accessible to the disabled, we could be
         required to make modifications to our restaurants to provide service to, or make reasonable accommodations for, disabled
         persons.


         Restaurant companies have been the target of class-actions and other litigation alleging, among other things,
         violations of federal and state law.

         We are subject to a variety of lawsuits, administrative proceedings and claims that arise in the ordinary course of our
         business. In recent years, a number of restaurant companies have been subject to claims by guests, employees and others
         regarding issues such as food safety, personal injury and premises liability, employment-related claims, harassment,
         discrimination, disability and other operational issues common to the foodservice industry. A number of these lawsuits have
         resulted in the payment of substantial damages by the defendants. Similar lawsuits have been instituted against us from time
         to time, including a 2004 class action lawsuit initiated by servers at a BRIO location in Newport, Kentucky. In this lawsuit,
         certain of our servers alleged that they were required to remit back to the restaurant a percentage of their tips in violation of
         Kentucky law. While we settled this lawsuit for an immaterial amount and no other such lawsuits have had a material impact
         historically , an adverse judgment or settlement that is not insured or is in excess of insurance coverage could have an
         adverse impact on our profitability and could cause variability in our results compared to expectations. We are self-insured,
         or carry insurance programs with specific retention levels, for a significant portion of our risks and associated liabilities with
         respect to workers‘ compensation, general liability, employer‘s liability, health benefits and other insurable risks. Regardless
         of whether any claims against us are valid or whether we are ultimately determined to be liable, we could also be adversely
         affected by negative publicity, litigation costs resulting from the defense of these claims and the diversion of time and
         resources from our operations.


         Our insurance policies may not provide adequate levels of coverage against all claims, and fluctuating insurance
         requirements and costs could negatively impact our profitability.

         We believe our insurance coverage is customary for businesses of our size and type. However, there are types of losses we
         may incur that cannot be insured against or that we believe are not commercially reasonable to insure. These losses, if they
         occur, could have a material and adverse effect on our business and results of operations. In addition, the cost of workers‘
         compensation insurance, general liability insurance and directors and officers‘ liability insurance fluctuates based on our
         historical trends, market conditions and availability. Additionally, health insurance costs in general have risen significantly
         over the past few years and are expected to continue to increase in 2010. These increases, as well as recently-enacted federal
         legislation requiring employers to provide specified levels of health insurance to all employees, could have a negative impact
         on our profitability, and there can be no assurance that we will be able to successfully offset the effect of such increases with
         plan modifications and cost control measures, additional operating efficiencies or the pass-through of such increased costs to
         our guests.


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         Our substantial indebtedness may limit our ability to invest in the ongoing needs of our business.

         We have a substantial amount of indebtedness. On an as adjusted basis giving effect to this offering and the use of the
         offering proceeds, as well as entry into our new senior credit facilities, as of March 28, 2010 we had approximately
         $    million of total indebtedness. In particular, we expect to have approximately $ and $          of outstanding indebtedness
         under our new term loan facility and new revolving credit facility, respectively, and $      million of revolving loan
         availability under our new revolving credit facility. For the year ended December 27, 2009 and the thirteen week period
         ended March 28, 2010, our principal repayments/(borrowings) on indebtedness (including net repayments/(borrowings)
         under our existing revolving credit facility) were $9.3 million and $(0.3) million, respectively, and cash interest expenses for
         such periods were $7.0 million and $1.4 million, respectively.

         Our indebtedness could have important consequences to you. For example, it:

              • requires us to utilize a substantial portion of our cash flow from operations to payments on our indebtedness,
                reducing the availability of our cash flow to fund working capital, capital expenditures, development activity and
                other general corporate purposes;

              • increases our vulnerability to adverse general economic or industry conditions;

              • limits our flexibility in planning for, or reacting to, changes in our business or the industries in which we operate;

              • makes us more vulnerable to increases in interest rates, as borrowings under our new senior credit facilities are
                expected to be at variable rates;

              • limits our ability to obtain additional financing in the future for working capital or other purposes; and

              • places us at a competitive disadvantage compared to our competitors that have less indebtedness.

         Although our new senior credit facilities will contain restrictions on the incurrence of additional indebtedness, these
         restrictions are subject to a number of qualifications and exceptions, and the indebtedness incurred in compliance with these
         restrictions could be substantial. Also, these restrictions do not prevent us from incurring obligations that do not constitute
         indebtedness.

         Our new senior credit facilities to be put in place with the consummation of this offering are expected to require us to
         maintain certain interest expense coverage ratios and leverage ratios which become more restrictive over time. While we
         have never defaulted on compliance with any financial covenants under the terms of our indebtedness, our ability to comply
         with these ratios in the future may be affected by events beyond our control, and an inability to comply with the required
         financial ratios could result in a default under our new senior credit facilities. In the event of any default, the lenders under
         our new senior credit facilities could elect to terminate lending commitments and declare all borrowings outstanding,
         together with accrued and unpaid interest and other fees, to be immediately due and payable.

         See ―Description of Indebtedness,‖ ―Management‘s Discussion and Analysis of Financial Condition and Results of
         Operations — Liquidity‖ and ―Management‘s Discussion and Analysis of Financial Condition and Results of Operations —
         Capital Resources.‖


         We may be unable to obtain debt or other financing on favorable terms or at all.

         There are inherent risks in our ability to borrow. Our lenders, including the lenders participating in our new senior credit
         facilities, may have suffered losses related to their lending and other financial relationships, especially because of the general
         weakening of the national economy, increased financial instability of many borrowers and the declining value of their assets.
         As a result, lenders may become insolvent or tighten their lending standards, which could make it more difficult for us to
         borrow under our new senior credit facilities, refinance our existing indebtedness or to obtain other financing on favorable
         terms or at all. Our access to funds under our new senior credit facilities is dependent upon the ability of our lenders to meet
         their funding commitments. Our financial condition and results of operations would be adversely affected if we were unable
         to draw funds under our new senior credit facilities because of a lender default or to obtain other cost-effective financing.


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         Longer term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced
         alternatives or failures of significant financial institutions could adversely affect our access to liquidity needed for our
         business. Any disruption could require us to take measures to conserve cash until the markets stabilize or until alternative
         credit arrangements or other funding for our business can be arranged. Such measures could include deferring capital
         expenditures (including the opening of new restaurants) and reducing or eliminating other discretionary uses of cash.


         We may be required to record additional asset impairment charges in the future.

         In accordance with accounting guidance as it relates to the impairment of long-lived assets, we review long-lived assets,
         such as property and equipment and intangibles, subject to amortization, for impairment when events or circumstances
         indicate the carrying value of the assets may not be recoverable. In determining the recoverability of the asset value, an
         analysis is performed at the individual restaurant level and primarily includes an assessment of historical cash flows and
         other relevant factors and circumstances. Negative restaurant-level cash flow over the previous 12-month period is
         considered a potential impairment indicator. In such situations, we evaluate future cash flow projections in conjunction with
         qualitative factors and future operating plans. Based on this analysis, if we believe that the carrying amount of the assets are
         not recoverable, an impairment charge is recognized based upon the amount by which the assets carrying value exceeds fair
         value as measured by undiscounted future cash flows expected to be generated by these assets. We recognized asset
         impairment charges of approximately $6.4 million and $8.5 million in fiscal 2009 and 2008, respectively, related to three
         and five restaurants, respectively.

         The estimates of fair value used in these analyses requires the use of estimates and assumptions regarding future cash flows
         and operating outcomes, which are based upon a significant degree of management‘s judgment. If actual results differ from
         our estimates or assumptions, additional impairment charges may be required in the future. Changes in the economic
         environment, real estate markets, capital spending, and overall operating performance could impact these estimates and
         result in future impairment charges. There can be no assurance that future impairment tests will not result in additional
         charges to earnings.


         Security breaches of confidential guest information in connection with our electronic processing of credit and debit
         card transactions may adversely affect our business.

         The majority of our restaurant sales are by credit or debit cards. Other restaurants and retailers have experienced security
         breaches in which credit and debit card information of their customers has been stolen. We may in the future become subject
         to lawsuits or other proceedings for purportedly fraudulent transactions arising out of the actual or alleged theft of our
         guests‘ credit or debit card information. Any such claim or proceeding, or any adverse publicity resulting from these
         allegations, may have a material adverse effect on us and our restaurants.


         We may not be able to adequately protect our intellectual property, which, in turn, could harm the value of our
         brands and adversely affect our business.

         Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition
         using our trademarks, service marks and other proprietary intellectual property, including our names and logos and the
         unique ambiance of our restaurants. We have registered or applied to register a number of our trademarks. We cannot assure
         you that our trademark applications will be approved. Third parties may also oppose our trademark applications, or
         otherwise challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be
         forced to rebrand our goods and services, which could result in loss of brand recognition, and could require us to devote
         resources to advertising and marketing new brands.

         If our efforts to register, maintain and protect our intellectual property are inadequate, or if any third party misappropriates,
         dilutes or infringes on our intellectual property, the value of our brands may be harmed, which could have a material adverse
         effect on our business and might prevent our brands from achieving or maintaining market acceptance. We may also face the
         risk of claims that we have infringed third parties‘ intellectual property rights. If third parties claim that we infringe upon
         their intellectual property rights, our operating profits could be adversely affected. Any claims of intellectual property
         infringement, even those without merit, could be expensive


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         and time consuming to defend, require us to rebrand our services, if feasible, divert management‘s attention and resources or
         require us to enter into royalty or licensing agreements in order to obtain the right to use a third party‘s intellectual property.

         Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim
         of infringement against us could result in our being required to pay significant damages, enter into costly license or royalty
         agreements, or stop the sale of certain products or services, any of which could have a negative impact on our operating
         profits and harm our future prospects.


         Information technology system failures or breaches of our network security could interrupt our operations and
         adversely affect our business.

         We rely on our computer systems and network infrastructure across our operations, including point-of-sale processing at our
         restaurants. Our operations depend upon our ability to protect our computer equipment and systems against damage from
         physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and external
         security breaches, viruses, worms and other disruptive problems. Any damage or failure of our computer systems or network
         infrastructure that causes an interruption in our operations could have a material adverse effect on our business and subject
         us to litigation or actions by regulatory authorities. Although we employ both internal resources and external consultants to
         conduct auditing and testing for weaknesses in our systems, controls, firewalls and encryption and intend to maintain and
         upgrade our security technology and operational procedures to prevent such damage, breaches or other disruptive problems,
         there can be no assurance that these security measures will be successful.


         A major natural or man-made disaster at our corporate facility could have a material adverse effect on our business.

         Most of our corporate systems, processes and corporate support for our restaurant operations are centralized at one Ohio
         location, with the exception of back-up data tapes that are sent off-site on a weekly basis. We are currently implementing a
         new disaster recovery plan, including the establishment of a datacenter/co-location facility. If we are unable to fully develop
         a new disaster recovery plan, we may experience failures or delays in recovery of data, delayed reporting and compliance,
         inability to perform necessary corporate functions and other breakdowns in normal operating procedures that could have a
         material adverse effect on our business and create exposure to administrative and other legal claims against us.


         We will incur increased costs and obligations as a result of being a public company.

         As a privately held company, we have not been responsible for certain corporate governance and financial reporting
         practices and policies required of a publicly traded company. Following this offering, we will be a publicly traded company
         and will incur significant legal, accounting and other expenses that we were not required to incur in the recent past. In
         addition, the Sarbanes-Oxley Act of 2002, as amended (the ―Sarbanes-Oxley Act‖), as well as rules implemented by the
         U.S. Securities and Exchange Commission (the ―SEC‖) and the Nasdaq Global Market, require changes in corporate
         governance practices of public companies. We expect these rules and regulations to increase our legal and financial
         compliance costs and to make some activities more time consuming and costly. Furthermore, the need to establish the
         corporate infrastructure demanded of a public company may divert management‘s attention from implementing our growth
         strategy, which could prevent us from improving our business, results of operations and financial condition. We have made,
         and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to
         meet our reporting obligations as a publicly traded company. However, the measures we take may not be sufficient to satisfy
         our obligations as a publicly traded company.

         Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control
         over financial reporting, starting with the second annual report that we file with the SEC after the consummation of this
         offering, and will likely require in the same report a report by our independent registered public accounting firm on the
         effectiveness of our internal control over financial reporting. In connection with the implementation of the necessary
         procedures and practices related to internal control over financial reporting, we


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         may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley
         Act for compliance with the requirements of Section 404. We will be unable to issue securities in the public markets through
         the use of a shelf registration statement if we are not in compliance with Section 404. In addition, failure to achieve and
         maintain an effective internal control environment could have a material adverse effect on our business and stock price.


         Federal, state and local tax rules may adversely impact our results of operations and financial position.

         We are subject to federal, state and local taxes in the U.S. Although we believe our tax estimates are reasonable, if the
         Internal Revenue Service (―IRS‖) or other taxing authority disagrees with the positions we have taken on our tax returns, we
         could face additional tax liability, including interest and penalties. If material, payment of such additional amounts upon
         final adjudication of any disputes could have a material impact on our results of operations and financial position. In
         addition, complying with new tax rules, laws or regulations could impact our financial condition, and increases to federal or
         state statutory tax rates and other changes in tax laws, rules or regulations may increase our effective tax rate. Any increase
         in our effective tax rate could have a material impact on our financial results.


         Risks Relating to this Offering

         The price of our common stock may be volatile and you could lose all or part of your investment.

         Volatility in the market price of our common stock may prevent you from being able to sell your shares at or above the price
         you paid for your shares. The market price of our common stock could fluctuate significantly for various reasons, which
         include:

              • our quarterly or annual earnings or those of other companies in our industry;

              • changes in laws or regulations, or new interpretations or applications of laws and regulations, that are applicable to
                our business;

              • the public‘s reaction to our press releases, our other public announcements and our filings with the SEC;

              • changes in accounting standards, policies, guidance, interpretations or principles;

              • additions or departures of our senior management personnel;

              • sales of common stock by our directors and executive officers;

              • sales or distributions of common stock by our sponsors;

              • adverse market reaction to any indebtedness we may incur or securities we may issue in the future;

              • actions by shareholders;

              • the level and quality of research analyst coverage for our common stock, changes in financial estimates or investment
                recommendations by securities analysts following our business or failure to meet such estimates;

              • the financial disclosure we may provide to the public, any changes in such disclosure or our failure to meet such
                disclosure;

              • various market factors or perceived market factors, including rumors, whether or not correct, involving us, our
                suppliers or our competitors;

              • introductions of new offerings or new pricing policies by us or by our competitors;

              • acquisitions or strategic alliances by us or our competitors;

              • short sales, hedging and other derivative transactions in the shares of our common stock;
• the operating and stock price performance of other companies that investors may deem comparable to us; and

• other events or factors, including changes in general conditions in the United States and global economies or financial
  markets (including those resulting from Acts of God, war, incidents of terrorism or responses to such events).


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         In addition, in recent years, the stock market has experienced extreme price and volume fluctuations. This volatility has had
         a significant impact on the market price of securities issued by many companies, including companies in our industry. The
         price of our common stock could fluctuate based upon factors that have little or nothing to do with our company, and these
         fluctuations could materially reduce our stock price.

         In the past, following periods of market volatility in the price of a company‘s securities, security holders have often
         instituted class action litigation. If the market value of our common stock experiences adverse fluctuations and we become
         involved in this type of litigation, regardless of the outcome, we could incur substantial legal costs and our management‘s
         attention could be diverted from the operation of our business, causing our business to suffer.


         There is no existing market for our common stock and we do not know if one will develop to provide you with
         adequate liquidity.

         Prior to this offering, there has not been a public market for our common stock. An active market for our common stock may
         not develop following the completion of this offering, or if it does develop, may not be maintained. If an active trading
         market does not develop, you may have difficulty selling any of our common stock that you buy. The initial public offering
         price for the shares of our common stock will be determined by negotiations between us, the selling shareholders and the
         representatives of the underwriters and may not be indicative of prices that will prevail in the open market following this
         offering. Consequently, you may not be able to sell shares of our common stock at prices equal to or greater than the price
         paid by you in this offering.


         Future sales of our common stock, including shares purchased in this offering, in the public market could lower our
         stock price.

         Sales of substantial amounts of our common stock in the public market following this offering by our existing shareholders,
         upon the exercise of outstanding stock options or by persons who acquire shares in this offering may adversely affect the
         market price of our common stock. Such sales could also create public perception of difficulties or problems with our
         business. These sales might also make it more difficult for us to sell securities in the future at a time and price that we deem
         appropriate.

         Upon the completion of this offering, we will have outstanding              shares of common stock, of which:

              •             shares are shares that we and the selling shareholders are selling in this offering and, unless purchased by
                    affiliates, may be resold in the public market immediately after this offering; and

              •            shares will be ―restricted securities,‖ as defined in Rule 144 under the Securities Act, and eligible for sale in
                    the public market pursuant to the provisions of Rule 144, of which         shares are subject to lock-up agreements and
                    will become available for resale in the public market beginning 180 days after the date of this prospectus.

         With limited exceptions, as described under the caption ―Underwriting,‖ these lock-up agreements prohibit a shareholder
         from selling, contracting to sell or otherwise disposing of any common stock or securities that are convertible or
         exchangeable for common stock or entering into any arrangement that transfers the economic consequences of ownership of
         our common stock for at least 180 days from the date of this prospectus, although the lead underwriters may, in their sole
         discretion and at any time without notice, release all or any portion of the securities subject to these lock-up agreements. The
         lead underwriters have advised us that they have no present intent or arrangement to release any shares subject to a lock-up
         and will consider the release of any lock-up on a case-by-case basis. Upon a request to release any shares subject to a
         lock-up, the lead underwriters would consider the particular circumstances surrounding the request including, but not limited
         to, the length of time before the lock-up expires, the number of shares requested to be released, reasons for the request, the
         possible impact on the market for our common stock and whether the holder of our shares requesting the release is an
         officer, director or other affiliate of ours. As a result of these lock-up agreements, notwithstanding earlier eligibility for sale
         under the provisions of Rule 144, none of these shares may be sold until at least 180 days after the date of this prospectus.

         As restrictions on resale end, our stock price could drop significantly if the holders of these restricted shares sell them or are
         perceived by the market as intending to sell them. These sales might also make it more difficult for us to sell securities in the
         future at a time and at a price that we deem appropriate.


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         You will suffer immediate and substantial dilution.

         The initial public offering price per share is substantially higher than the pro forma net tangible book value per share
         immediately after this offering. As a result, you will pay a price per share that substantially exceeds the book value of our
         assets after subtracting our liabilities. Assuming an offering price of $     per share, you will incur immediate and substantial
         dilution in the amount of $      per share. If outstanding options to purchase our common stock are exercised, you will
         experience additional dilution. Any future equity issuances will result in even further dilution to holders of our common
         stock.


         If securities analysts or industry analysts downgrade our stock, publish negative research or reports, or do not
         publish reports about our business, our stock price and trading volume could decline.

         The trading market for our common stock will be influenced by the research and reports that industry or securities analysts
         publish about us, our business and our industry. If one or more analysts adversely change their recommendation regarding
         our stock or our competitors‘ stock, our stock price would likely decline. If one or more analysts cease coverage of us or fail
         to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price
         or trading volume to decline.


         Certain provisions of Ohio law and our articles of incorporation and regulations that will be in effect after this
         offering may deter takeover attempts, which may limit the opportunity of our shareholders to sell their shares at a
         favorable price, and may make it more difficult for our shareholders to remove our board of directors and
         management.

         Provisions in our articles of incorporation and regulations, as they will be in effect upon the closing of this offering, may
         have the effect of delaying or preventing a change of control or changes in our management. These provisions include the
         following:

              • advance notice requirements for shareholders proposals and nominations;

              • availability of ―blank check‖ preferred stock;

              • establish a classified board of directors so that not all members of our board of directors are elected at one time;

              • the right of the board of directors to elect a director to fill a vacancy created by the expansion of the board of
                directors or due to the resignation or departure of an existing board member;

              • the prohibition of cumulative voting in the election of directors, which would otherwise allow less than a majority of
                shareholders to elect director candidates; and

              • limitations on the removal of directors.

         In addition, because we are incorporated in Ohio, we are governed by the provisions of Section 1704 of the Ohio Revised
         Code. These provisions may prohibit large shareholders, particularly those owning 10% or more of our outstanding voting
         stock, from merging or combining with us. These provisions in our articles of incorporation and regulations and under Ohio
         law could discourage potential takeover attempts, could reduce the price that investors are willing to pay for shares of our
         common stock in the future and could potentially result in the market price being lower than they would without these
         provisions.

         Although no shares of preferred stock will be outstanding upon the completion of this offering and although we have no
         present plans to issue any preferred stock, our articles of incorporation authorize the board of directors to issue up
         to       shares of preferred stock. The preferred stock may be issued in one or more series, the terms of which will be
         determined at the time of issuance by our board of directors without further action by the shareholders. These terms may
         include voting rights, including the right to vote as a series on particular matters, preferences as to dividends and liquidation,
         conversion rights, redemption rights and sinking fund provisions. The issuance of any preferred stock could diminish the
         rights of holders of our common stock and, therefore, could reduce the value of our common stock. In addition, specific
         rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a third
party. The ability of our board of directors to issue preferred stock and the foregoing anti-takeover provisions may prevent or
frustrate attempts by a


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         third party to acquire control of our company, even if some of our shareholders consider such change of control to be
         beneficial. See ―Description of Capital Stock.‖


         Since we do not expect to pay any dividends for the foreseeable future, investors in this offering may be forced to sell
         their stock in order to realize a return on their investment.

         We have not declared or paid any dividends on our common stock. We do not anticipate that we will pay any dividends to
         holders of our common stock for the foreseeable future. Any payment of cash dividends will be at the discretion of our board
         of directors and will depend on our financial condition, capital requirements, legal requirements, earnings and other factors.
         We anticipate that our ability to pay dividends will be restricted by the terms of our new senior credit facilities and might be
         restricted by the terms of any indebtedness that we incur in the future. Consequently, you should not rely on dividends in
         order to receive a return on your investment. See ―Dividend Policy.‖


         The concentration of our capital stock ownership with insiders upon the completion of this offering will likely limit an
         investor’s ability to influence corporate matters.

         Upon completion of this offering, our executive officers, directors and affiliated entities controlled by us or these individuals
         will together beneficially own or control approximately % of our outstanding common stock, or % if the underwriters
         exercise their over-allotment option in full. As a result, certain shareholders will have substantial influence and control over
         management and matters that require approval by our shareholders, including amendments to our articles of incorporation
         and regulations and approval of significant corporate transactions, including mergers and sales of substantially all of our
         assets. It is possible that the interests of these shareholders may in some circumstances conflict with our interests and the
         interests of our other shareholders, including you.


         Our reported financial results may be adversely affected by changes in accounting principles applicable to us.

         Generally accepted accounting principles in the U.S. are subject to interpretation by the Financial Accounting Standards
         Board, or FASB, the American Institute of Certified Public Accountants, the SEC and various bodies formed to promulgate
         and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect
         on our reported financial results, and could affect the reporting of transactions completed before the announcement of a
         change. In addition, the SEC has announced a multi-year plan that could ultimately lead to the use of International Financial
         Reporting Standards by U.S. issuers in their SEC filings. Any such change could have a significant effect on our reported
         financial results.


         Our ability to raise capital in the future may be limited.

         Our business and operations may consume resources faster than we anticipate. In the future, we may need to raise additional
         funds through the issuance of new equity securities, debt or a combination of both. Additional financing may not be
         available on favorable terms, or at all. If adequate funds are not available on acceptable terms, we may be unable to fund our
         capital requirements. If we issue new debt securities, the debt holders would have rights senior to common shareholders to
         make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on
         our common stock. If we issue additional equity securities, existing shareholders will experience dilution, and the new equity
         securities could have rights senior to those of our common stock. Because our decision to issue securities in any future
         offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount,
         timing or nature of our future offerings. Thus, our shareholders bear the risk of our future securities offerings reducing the
         market price of our common stock and diluting their interest.


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                                                    Reorganization Transactions

         The diagram below illustrates our ownership structure prior to the reorganization transactions described below. The
         ownership percentages presented in the charts below exclude all outstanding options.


                                              Structure Prior to IPO Reorganization




         It is anticipated that our majority shareholder, Bravo Development Holdings LLC, or Holdings, will enter into an exchange
         agreement with us pursuant to which Holdings will exchange its shares of our Series A preferred stock and common stock
         for new shares of our common stock immediately prior to the consummation of this offering. Additionally, we and each of
         our other current shareholders will simultaneously enter into a similar exchange agreement pursuant to which each such
         shareholder will exchange all of their shares of our Series A preferred stock and common stock for new shares of our
         common stock immediately prior to the consummation of this offering.

         The aggregate number of shares of our new common stock issued by us in exchange for the shares of our Series A preferred
         stock and our outstanding common stock, or the new common shares, will equal                shares. The number of new common
         shares will not be affected by the initial public offering price of shares of our common stock in this offering, although the
         allocation of such shares to the holders of our Series A preferred stock and to the holders of our outstanding common stock
         will be based upon the initial public offering price in this offering. Under the terms of the exchange of our Series A preferred
         stock, each share of Series A preferred stock will be exchanged for            new common shares, which have an aggregate fair
         value, based upon an initial public offering price of        , the midpoint of the price range set forth on the cover of this
         prospectus, equal to the liquidation preference for each share of Series A preferred stock. The ―liquidation preference,‖ as
         defined in our amended and restated articles of incorporation, for each share of Series A preferred stock equals $1,000 plus
         all accumulated but unpaid dividends that have accrued on such share. The holders of our outstanding common stock will
         receive      new common shares (based upon an exchange ratio of one to one and after giving effect to a              -for-1 stock
         split of our outstanding common stock) equal to the aggregate number of new common shares issued less the new common
         shares issued to the holders of Series A preferred stock. Based upon an initial public offering price of $       per share, the
         midpoint of the price range set forth on the cover of this prospectus, holders of our Series A preferred stock will receive an
         aggregate of approximately          new common shares, representing a beneficial ownership interest of % of our company.
         A $1.00 increase (decrease) in the assumed initial public offering price of $       per share, the midpoint of the price range set
         forth on the cover of this prospectus, would increase (decrease) the beneficial ownership of our new common shares held by
         holders of our Series A preferred stock by         %. Any such increase (decrease) in the assumed initial public offering price,


                                                                         28
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         however, will not affect the number of new common shares outstanding after giving effect to this offering and the
         reorganization transactions.

         After determining the allocation of the new common shares as described above, prior to the consummation of this offering,
         we will (i) exchange one share of our new common stock for each outstanding share of our common stock, (ii) following this
         exchange, amend and restate our articles of incorporation to give effect to a      -for-1 stock split of our outstanding
         common stock and (iii) the shares of Series A preferred stock will be exchanged for the new common shares as described
         above. Following these transactions and immediately prior to the consummation of this offering, Holdings will in turn
         distribute the new common shares it received as part of the transactions detailed above to its members on a pro rata basis in
         accordance with such members‘ ownership interest in the common units of Holdings. Holdings will then be dissolved. The
         reorganization transactions will have no effect on our total stockholders‘ equity.

         In this prospectus, we collectively refer to the transactions described above as the ―reorganization transactions.‖ Upon the
         consummation of this offering and the reorganization transactions, there will be no shares of Series A preferred stock
         outstanding.

         As a result of the reorganization transactions and immediately following the consummation of this offering, BRS and its
         affiliates will beneficially own approximately % of our common stock, Castle Harlan and its affiliates will beneficially
         own approximately % of our common stock and our executive officers, directors and principal shareholders will
         collectively beneficially own approximately % of our common stock. A $1.00 increase (decrease) in the assumed initial
         public offering price of $     per share, the midpoint of the price range set forth on the cover of this prospectus, would
         increase (decrease) the beneficial ownership of our common stock by BRS and its affiliates by %, Castle Harlan and its
         affiliates by % and our executive officers, directors and principal shareholders by %. The diagram below illustrates our
         ownership structure following the reorganization transactions and the sale of common stock by us and the selling
         shareholders in this offering.


                                           Structure Following IPO Reorganization




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                            Cautionary Statement Regarding Forward-Looking Statements

         This prospectus contains forward-looking statements. These statements relate to future events or our future financial
         performance. We have attempted to identify forward-looking statements by terminology including ―anticipates,‖ ―believes,‖
         ―can,‖ ―continue,‖ ―could,‖ ―estimates,‖ ―expects,‖ ―intends,‖ ―may,‖ ―plans,‖ ―potential,‖ ―predicts,‖ ―should‖ or ―will‖ or
         the negative of these terms or other comparable terminology. These statements are only predictions and involve known and
         unknown risks, uncertainties, and other factors, including those discussed under ―Risk Factors.‖ The following factors,
         among others, could cause our actual results and performance to differ materially from the results and performance projected
         in, or implied by, the forward-looking statements:

              • the success of our existing and new restaurants;

              • our ability to successfully develop and expand our operations;

              • changes in economic conditions, including continuing effects from the recent recession;

              • damage to our reputation or lack of acceptance of our brands;

              • economic and other trends and developments, including adverse weather conditions, in those local or regional areas
                in which our restaurants are concentrated;

              • the impact of economic factors, including the availability of credit, on our landlords and other retail center tenants;

              • changes in availability or cost of our principal food products;

              • increases in our labor costs, including as a result of changes in government regulation;

              • labor shortages or increased labor costs;

              • increasing competition in the restaurant industry in general as well as in the dining segments of the restaurant
                industry in which we compete;

              • changes in attitudes or negative publicity regarding food safety and health concerns;

              • the success of our marketing programs;

              • potential fluctuations in our quarterly operating results due to new restaurant openings and other factors;

              • the effect on existing restaurants of opening new restaurants in the same markets;

              • the loss of key members of our management team;

              • strain on our infrastructure and resources caused by our growth;

              • the impact of federal, state or local government regulations relating to building construction and the opening of new
                restaurants, our existing restaurants, our employees, the sale of alcoholic beverages and the sale or preparation of
                food;

              • the impact of litigation;

              • our inability to obtain adequate levels of insurance coverage;

              • the impact of our substantial indebtedness;

              • future asset impairment charges;
• security breaches of confidential guest information;

• inadequate protection of our intellectual property;

• our ability to raise capital in the future;

• the failure or breach of our information technology systems;

• a major natural or man-made disaster at our corporate facility;

• increased costs and obligations as a result of being a public company;

• the impact of federal, state and local tax rules;


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              • concentration of ownership among our existing executives, directors and principal shareholders may prevent new
                investors from influencing significant corporate decisions; and

              • other factors discussed under the headings ―Risk Factors,‖ ―Management‘s Discussion and Analysis of Financial
                Condition and Results of Operations‖ and ―Business.‖

         Although we believe that the expectations reflected in the forward-looking statements are reasonable based on our current
         knowledge of our business and operations, we cannot guarantee future results, levels of activity, performance or
         achievements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of
         this prospectus. We assume no obligation to provide revisions to any forward-looking statements should circumstances
         change.


                                                                     31
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                                                              Use of Proceeds

         We estimate that the net proceeds to us from this offering will be approximately $      million, assuming an initial public
         offering price of $    per share, which is the midpoint of the range set forth on the cover page of this prospectus, and after
         deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each $1.00
         increase or decrease in the assumed initial public offering price of $    per share would increase or decrease, as applicable,
         the net proceeds to us by approximately $      , assuming the number of shares offered by us, as set forth on the cover page of
         this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated
         offering expenses payable by us.

         The selling shareholders will receive $      million in proceeds from their sale of       shares of common stock in this
         offering, or approximately $     million if the underwriters exercise in full their option to purchase additional shares of
         common stock to cover over-allotments. We will not receive any proceeds from the sale of shares by the selling
         shareholders. See ―Reorganization Transactions,‖ ―Principal and Selling Shareholders‖ and ―Underwriting.‖

         In connection with this offering, we intend to enter into new senior credit facilities, consisting of a $    million term loan
         facility and a $    million revolving credit facility. We intend to use the net proceeds of this offering, together with
         $     million of borrowings under our new senior credit facilities, as follows:

              • To repay all our loans outstanding under our existing senior credit facilities, and any accrued and unpaid interest and
                related LIBOR breakage costs and other fees. As of March 28, 2010, approximately $85.8 million principal amount
                of loans were outstanding under our existing senior credit facilities. The weighted-average interest rate for the year
                ended December 27, 2009 of our indebtedness under our existing senior credit facilities was 3.47%. Our existing
                senior credit facilities can be prepaid without premium or penalty, other than any related LIBOR breakage costs and
                other fees. Affiliates of Wells Fargo Securities, LLC will receive more than 5% of the proceeds from this offering
                (after taking into account underwriters‘ discounts and commissions and offering expenses payable by us) as lenders
                under our existing senior credit facilities. An affiliate of Jefferies & Company, Inc. is also a lender under our existing
                senior credit facilities, although it will receive less than 5% of the proceeds from this offering (after taking into
                account underwriters‘ discounts and commissions and offering expenses payable by us).

              • To repay all of our 13.25% senior subordinated secured notes, and any accrued and unpaid interest. As of March 28,
                2010, approximately $32.4 million aggregate principal amount of our 13.25% senior subordinated secured notes were
                outstanding. Our 13.25% senior subordinated secured notes can be prepaid without premium or penalty.

         Any remaining net proceeds will be used for general corporate purposes.


                                                                         32
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                                                             Dividend Policy

         We do not currently pay cash dividends on our common stock and do not anticipate paying any dividends on our common
         stock in the foreseeable future. We currently intend to retain any future earnings to fund the operation, development and
         expansion of our business. Any future determinations relating to our dividend policies will be made at the discretion of our
         board of directors and will depend on existing conditions, including our financial condition, results of operations, contractual
         restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant. In addition,
         we anticipate that our ability to declare and pay dividends will be restricted by covenants in our new senior credit facilities.


                                                                        33
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                                                                Capitalization

         The following table sets forth our capitalization as of March 28, 2010:

              • on an actual basis; and

              • on an as adjusted basis to give effect to (1) the sale of shares of common stock in this offering at an assumed initial
                public offering price of $     per share, which is the midpoint of the range set forth on the cover page of this
                prospectus, and after deducting underwriting discounts and commissions and estimated fees and expenses payable by
                us, (2) the reorganization transactions and (3) the application of the net proceeds of this offering and borrowings
                under our new senior credit facilities as described under ―Use of Proceeds,‖ as if the events had occurred on
                March 28, 2010.

         You should read this information in conjunction with ―Reorganization Transactions,‖ ―Use of Proceeds,‖ ―Selected
         Historical Consolidated Financial and Operating Data,‖ ―Management‘s Discussion and Analysis of Financial Condition and
         Results of Operations,‖ ―Description of Indebtedness‖ and our consolidated financial statements and related notes included
         elsewhere in this prospectus.


                                                                                                               As of March 28, 2010
                                                                                                                                  As
         (In thousands)                                                                                        Actual           Adjusted


         Cash and cash equivalents                                                                        $             241    $

         Debt:
           Existing revolving credit facility(1)                                                          $        6,200       $      —
           Existing term loan facility(2)                                                                         79,613              —
           13.25% senior subordinated secured notes(3)                                                            32,384              —
           New revolving credit facility                                                                              —               —
           New term loan facility                                                                                     —               —
           Other debt                                                                                                242              —
         Total debt                                                                                              118,439              —
         Series A preferred stock(4)                                                                              97,539              —
         Total stockholders‘ equity (deficiency in assets)                                                       (70,174 )            —
         Total capitalization(5)                                                                          $      145,804       $      —


           (1) The existing revolving credit facility is a part of our existing senior credit facilities and provides for borrowings of up
               to $30.0 million, of which $20.0 million was available as of March 28, 2010 for working capital and general corporate
               purposes (after giving effect to $3.8 million of outstanding letters of credit at March 28, 2010).

           (2) We borrowed $82.5 million in term loans under our existing senior credit facilities. Between June 29, 2006 and
               March 28, 2010, we repaid approximately $2.9 million of our outstanding term loans.

           (3) Reflects the balance sheet liability of our 13.25% senior subordinated secured notes calculated in accordance with
               GAAP. From November 2006 through January 2010, the Company elected to capitalize accrued but unpaid interest on
               the senior subordinated secured notes as permitted under the related note purchase agreement. Total unpaid interest
               capitalized into the balance of the senior subordinated secured notes since the issuance of the senior subordinated
               secured notes amounted to approximately $6.7 million.

           (4) Reflects the current liquidation preference for our Series A preferred stock, including undeclared preferred dividends
               of $38.0 million as of March 28, 2010.

           (5) A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the
               range set forth on the cover page of this prospectus, would increase (decrease) each of total stockholders‘ equity
               (deficiency in assets) and total capitalization by $   million, assuming the number of shares offered by us, as set forth
on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and
commissions and estimated offering expenses payable by us.


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                                                                    Dilution

         Purchasers of shares of common stock in this offering will experience immediate and substantial dilution in the net tangible
         book value of the common stock from the initial public offering price. Net tangible book value per share represents the
         amount of our total tangible assets less our total liabilities, divided by the number of shares of our common stock
         outstanding. Dilution in net tangible book value per share represents the difference between the amount per share that you
         pay in this offering and the net tangible book value per share immediately after this offering. Our net tangible book value
         (deficit) as of March 28, 2010 was approximately $(70.2) million, or $          per share.

         After giving effect to (i) the sale of       shares of our common stock in this offering at an assumed initial public offering
         price of $      per share, which is the midpoint of the range set forth on the cover page of this prospectus, (ii) the
         reorganization transactions and (iii) the deduction of estimated underwriting discounts and commissions and estimated fees
         and expenses payable by us, our pro forma net tangible book value at March 28, 2010 would have been approximately
         $    million, or $      per share. This represents an immediate increase in net tangible book value of $       per share to
         existing shareholders and an immediate and substantial dilution of $         per share to new investors. This calculation does not
         give effect to our use of proceeds from this offering or any borrowings under our new senior credit facilities. The following
         table illustrates this per share dilution:


                                                                                                                             Per Share
         Assumed initial public offering price per share (the midpoint of the range set forth on the
           cover page of this prospectus)                                                                                $
           Actual net tangible book value per share as of March 28, 2010                                  $
           Increase per share attributable to new investors                                               $
         Pro forma net tangible book value per share after this offering                                                 $
         Dilution per share to new investors                                                                             $

         Sales of        shares of common stock by the selling shareholders in this offering will reduce the number of shares of
         common stock held by existing shareholders to           , or approximately % of the total shares of common stock
         outstanding after this offering, and will increase the number of shares held by new investors to      , or approximately        %
         of the total shares of common stock outstanding after this offering.

         If the underwriters exercise in full their over-allotment option to purchase additional shares of our common stock in this
         offering at the assumed initial public offering price of $     per share, which is the midpoint of the range set forth on the
         cover page of this prospectus, the number of shares of common stock held by existing shareholders will be reduced
         to        , or % of the aggregate number of shares of common stock outstanding after this offering, the number of shares
         of common stock held by new investors will be increased to             , or % of the aggregate number of shares of common
         stock outstanding after this offering, the increase per share attributable to new investors would be $     , the pro forma net
         tangible book value per share after this offering would be $ , and the dilution per share to new investors would be $ .

         A $1.00 increase (decrease) in the assumed initial public offering price of $      per share, which is the midpoint of the range
         set forth on the cover page of this prospectus, would increase (decrease) our pro forma net tangible book value by
         $     million, the pro forma net tangible book value per share after this offering by $    per share, and the dilution per share
         to new investors by $      per share, assuming the number of shares offered by us, as set forth on the cover page of this
         prospectus, remains the same and after deducting the underwriting discounts and commissions and estimated offering
         expenses payable by us.

         The following table summarizes, on the pro forma basis described above as of March 28, 2010, after giving effect to the
         reorganization transactions, the total number of shares of common stock purchased from us and the selling shareholders and
         the total consideration and the average price per share paid by existing shareholders and by investors participating in this
         offering. The calculation below is based on the assumed initial public offering price


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         of $    per share, which is the midpoint of the range set forth on the cover page of this prospectus, before deducting
         estimated underwriting discounts and commissions and estimated fees and expenses payable by us.


                                                                                                                              Average
                                                                  Shares Purchased              Total Consideration            Price
                                                               Number        Percentage       Amount        Percentage       per Share
         Existing shareholders                                                            %   $                          %   $
         New investors                                                                    %                              %
            Total                                                                   100 %     $                    100 %     $


         Each $1.00 increase (decrease) in the assumed offering price of $      per share, which is the midpoint of the range set forth
         on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors and total
         consideration paid by all shareholders by $    million, assuming the number of shares offered by us, as set forth on the cover
         page of this prospectus, remains the same, and before deducting the underwriting discounts and commissions and estimated
         offering expenses payable by us.

         The pro forma dilution information above is for illustration purposes only. Our net tangible book value following the
         completion of this offering is subject to adjustment based on the actual initial public offering price of our shares and other
         terms of this offering determined at pricing. The number of shares of our common stock outstanding after this offering as
         shown above is based on the number of shares outstanding as of March 28, 2010. As of March 28, 2010, without giving
         effect to the -for-1 stock split of our outstanding common stock expected to occur prior to the consummation of this
         offering, there were options outstanding to purchase 257,875 shares of our common stock, with exercise prices of either
         $5.00 or $10.00 per share and a weighted average exercise price of $9.92 per share. The tables and calculations above
         assume that those options have not been exercised. To the extent outstanding options are exercised, you would experience
         further dilution if the exercise price is less than our net tangible book value per share. In addition, if we grant options,
         warrants, or other convertible securities or rights to purchase our common stock in the future with exercise prices below the
         initial public offering price, new investors will incur additional dilution upon exercise of such securities or rights.


                                                                       36
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                                  Selected Historical Consolidated Financial and Operating Data

         You should read the following selected historical consolidated financial and operating data in conjunction with our
         consolidated financial statements and the related notes to those statements included elsewhere in this prospectus. You should
         also read ―Management‘s Discussion and Analysis of Financial Condition and Results of Operations.‖ All of these materials
         are contained elsewhere in this prospectus. The selected historical consolidated financial data as of December 28, 2008 and
         December 27, 2009 and for the three years in the period ended December 27, 2009 have been derived from consolidated
         financial statements audited by Deloitte & Touche LLP, an independent registered public accounting firm, included
         elsewhere in this prospectus. The selected historical consolidated financial data as of December 25, 2005, December 31,
         2006 and December 30, 2007 and for the two years in the period ended December 31, 2006 have been derived from our
         audited consolidated financial statements not included elsewhere in this prospectus. We derived the historical financial data
         for the thirteen weeks ended March 28, 2010 from our unaudited interim consolidated financial statements, which are
         included elsewhere in this prospectus. We have derived the balance sheet data as of March 29, 2009 from our unaudited
         interim consolidated financial statements not included elsewhere in this prospectus.

         Basic and diluted net income (loss) per share and basic and diluted weighted average shares outstanding for the years ended
         December 31, 2006, December 30, 2007, December 28, 2008 and December 27, 2009 and for the thirteen weeks ended
         March 29, 2009 and March 28, 2010 are presented on a historical basis.


                                                                      Year Ended(1)                                                  Thirteen Weeks Ended
                                    December 25,    December 31,         December 30,         December 28,         December 27,      March 29,    March 28,
                                        2005            2006                 2007                 2008                 2009            2009          2010
                                                                       (Dollars in thousands, except per share data)


           Statement of
             Operations Data:
           Revenues                 $     198,787   $     241,369      $        265,374      $      300,783      $      311,709      $   73,593     $   81,844
           Cost of sales                   59,050          70,632                75,340              84,618              82,609          19,721         21,357
           Labor                           66,565          81,054                89,663             102,323             106,330          26,096         28,096
           Operating                       31,710          36,966                41,567              47,690              48,917          12,505         12,753
           Occupancy                       10,491          14,072                16,054              18,736              19,636           5,061          5,525

             Total restaurant
               operating costs            167,816         202,724               222,624             253,367             257,492          63,383         67,731
           General and
             administrative
             expenses                      13,098          15,401                16,768              15,042              17,123           4,583          4,423
           Restaurant
             pre-opening costs              4,072           4,658                 5,647               5,434                3,758          1,106          1,205
           Depreciation and
             amortization                   7,179           9,414                12,309              14,651              16,088           3,816          4,124
           Asset impairment
             charges                          475           3,266                                     8,506                6,436
           Other expenses — net               428             359                   462                 229                  157           105             (25 )

           Total costs and
             expenses                      25,252          33,098                35,186              43,862              43,562           9,610          9,727
           Income from
             operations                     5,719           5,547                 7,564               3,554              10,655             600          4,386
           Net interest expense               258           5,643                11,853               9,892               7,119           1,895          1,770

           Income (loss) from
             continuing
             operations before
             income taxes                   5,461             (96 )               (4,289 )            (6,338 )             3,536         (1,295 )        2,616
           Income tax provision
             (benefit)(2)                      39             613                 (3,503 )           55,061                  135             (2 )         100

           Net income (loss)        $       5,422   $        (709 )    $           (786 )    $      (61,399 )    $         3,401     $   (1,293 )   $    2,516
           Undeclared preferred
             dividend                          —           (4,257 )               (8,920 )          (10,175 )            (11,599 )       (2,710 )       (3,089 )

           Net income (loss)
             available to
             common
             shareholders           $       5,422   $      (4,966 )    $          (9,706 )   $      (71,574 )    $        (8,198 )   $   (4,003 )   $    (573 )
Per Share
  Data:(2)(3)
Income (loss) from
  continuing
  operations          NM   NM   $        (9.24 )   $   (68.17 )   $   (7.81 )   $   (3.81 )   $   (0.55 )
Weighted average
  common shares
  outstanding —
  basic and diluted   NM   NM            1,050         1,050          1,050         1,050         1,050


                                    37
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                                                                           Year Ended(1)                                                    Thirteen Weeks Ended
                                      December 25,      December 31,          December 30,        December 28,           December 27,      March 29,      March 28,
                                          2005              2006                  2007                 2008                  2009            2009           2010
                                                                             (Dollars in thousands, except per share data)


              Other Financial
                Data:
              Net cash provided
                from operating
                activities            $      23,015     $      23,397       $         31,291      $       32,501      $        33,782      $     2,948      $     6,108
              Net cash used for
                investing
                activities            $     (27,976 )   $     (27,077 )     $        (35,536 )    $      (43,088 )    $        (24,957 )   $    (6,399 )    $    (6,410 )
              Net cash (used in)
                provided by
                financing
                activities            $       4,931     $       3,855       $          4,156      $       10,529      $        (9,258 )    $     3,230      $       294
              Capital expenditures    $      21,477     $      21,079       $         28,782      $       24,578      $        14,121      $     2,109      $     2,332
              Adjusted
                EBITDA(4)             $      13,373     $      18,407       $         20,260      $       27,218      $        34,790      $     4,917      $     8,920
              Adjusted EBITDA
                margin                          6.7 %             7.6 %                   7.6 %               9.0 %               11.2 %           6.7 %           10.9 %
              Operating Data:
              Total restaurants (at
                end of period)                   49                57                     63                  75                    81              77               83
              Total comparable
                restaurants (at end
                of period)                       35                44                     49                  54                    61              62               74
              Change in
                comparable                                             )                                          )                    )                )
                restaurant sales                1.1 %             (0.1 %                  0.6 %              (3.8 %               (7.4 %           (8.2 %           0.2 %
              BRAVO!:
              Restaurants (at end
                of period)                       30                34                     38                  44                    45              45               46
              Total comparable
                restaurants (at end
                of period)                       21                28                     31                  33                    36              37               43
              Average sales per
                comparable
                restaurant            $       4,002     $       3,919       $          3,890      $        3,715      $          3,457     $       836      $       820
              Change in
                comparable                                             )                                          )                    )                )                )
                restaurant sales                0.2 %             (0.1 %                  0.9 %              (4.1 %               (7.1 %           (8.6 %           (0.6 %
              BRIO:
              Restaurants (at end
                of period)                       19                23                     25                  31                    36              32               37
              Total comparable
                restaurants (at end
                of period)                       14                16                     18                  21                    25              25               31
              Average sales per
                comparable
                restaurant            $       5,320     $       5,479       $          5,308      $        5,401      $          4,812     $     1,196      $     1,215
              Change in
                comparable                                             )                                          )                    )                )
                restaurant sales                2.1 %             (0.1 %                  0.2 %              (3.6 %               (7.8 %           (7.7 %           1.0 %
              Balance Sheet Data
                (at end of
                period):
              Cash and cash
                equivalents           $         654     $         829       $            740      $          682      $            249     $       461      $       241
              Working capital
                (deficit)             $     (30,518 )   $     (18,334 )     $        (33,110 )    $      (34,320 )    $       (36,156 )    $   (33,162 )    $   (33,781 )
              Total assets            $      95,992     $     180,132       $        195,048      $      157,764      $       160,842      $   159,055      $   162,114
              Total debt              $       9,607     $     112,056       $        114,136      $      125,950      $       118,031      $   129,509      $   118,439
              Total stockholders‘
                equity (deficiency
                in assets)            $      22,814     $     (13,906 )     $        (14,692 )    $      (76,091 )    $        (72,690 )   $   (77,385 )    $   (70,174 )

           (1) We utilize a 52- or 53-week accounting period which ends on the Sunday closest to December 31. The fiscal years
               ended December 27, 2009, December 28, 2008, December 30, 2007 and December 25, 2005, each have 52 weeks,
    while the fiscal year ended December 31, 2006 had 53 weeks. Average sales per comparable restaurant have been
    adjusted to reflect 52 weeks.

(2) The Company was structured as a Subchapter S corporation for the year ended December 25, 2005 and was changed to
    a C corporation effective June 29, 2006 as part of the 2006 recapitalization. As a result, corporate income taxes and
    per share data for 2005 and 2006 is not meaningful and therefore not shown in the table above. If the Company had
    been a C corporation during 2005 and the pre-recapitalization period of 2006, the income tax expense would have
    been $1.9 million and $0.5 million, respectively, higher than the amounts presented in the table above.

(3) Does not give effect to the reorganization transactions expected to occur prior to the consummation of this offering.
    See ―Reorganization Transactions.‖

(4) Adjusted EBITDA represents earnings before interest, taxes, depreciation and amortization plus the sum of asset
    impairment charges and management fees and expenses. We are presenting Adjusted EBITDA, which is

                                                            38
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              not required by U.S. generally accepted accounting principles, or GAAP, because it provides an additional measure to
              view our operations, when considered with both our GAAP results and the reconciliation to net income (loss) which we
              believe provides a more complete understanding of our business than could be obtained absent this disclosure. We use
              Adjusted EBITDA, together with financial measures prepared in accordance with GAAP, such as revenue and cash
              flows from operations, to assess our historical and prospective operating performance and to enhance our understanding
              of our core operating performance. Adjusted EBITDA is presented because: (i) we believe it is a useful measure for
              investors to assess the operating performance of our business without the effect of non-cash depreciation and
              amortization expenses and asset impairment charges; (ii) we believe that investors will find it useful in assessing our
              ability to service or incur indebtedness; and (iii) we use Adjusted EBITDA internally as a benchmark to evaluate our
              operating performance or compare our performance to that of our competitors. The use of Adjusted EBITDA as a
              performance measure permits a comparative assessment of our operating performance relative to our performance based
              on our GAAP results, while isolating the effects of some items that vary from period to period without any correlation to
              core operating performance or that vary widely among similar companies. Companies within our industry exhibit
              significant variations with respect to capital structures and cost of capital (which affect interest expense and tax rates)
              and differences in book depreciation of facilities and equipment (which affect relative depreciation expense), including
              significant differences in the depreciable lives of similar assets among various companies. Our management believes
              that Adjusted EBITDA facilitates company-to-company comparisons within our industry by eliminating some of the
              foregoing variations.

             Adjusted EBITDA is not a measurement determined in accordance with GAAP and should not be considered in isolation
             or as an alternative to net income, net cash provided by operating, investing or financing activities or other financial
             statement data presented as indicators of financial performance or liquidity, each as presented in accordance with GAAP.
             Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of
             our business. Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other
             companies and our presentation of Adjusted EBITDA should not be construed as an inference that our future results will
             be unaffected by unusual items.

             Our management recognizes that Adjusted EBITDA has limitations as an analytical financial measure, including the
             following:

              • Adjusted EBITDA does not reflect our capital expenditures or future requirements for capital expenditures;

              • Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or
                principal payments, associated with our indebtedness;

              • Adjusted EBITDA does not reflect depreciation and amortization, which are non-cash charges, although the assets
                being depreciated and amortized will likely have to be replaced in the future, nor does Adjusted EBITDA reflect any
                cash requirements for such replacements; and

              • Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs.

             This prospectus also includes information concerning Adjusted EBITDA margin, which is defined as the ratio of
             Adjusted EBITDA to revenues. We present Adjusted EBITDA margin because it is used by management as a
             performance measurement to judge the level of Adjusted EBITDA generated from revenues and we believe its inclusion
             is appropriate to provide additional information to investors.


                                                                        39
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             A reconciliation of Adjusted EBITDA and EBITDA to net income is provided below.

                                                                    Year Ended                                            Thirteen Weeks Ended
                                    December 25,   December 31,      December 30,       December 28,      December 27,   March 29,      March 28,
                                        2005           2006               2007              2008              2009         2009           2010
                                                                                       (In thousands)


         Net income (loss)          $      5,422   $       (709 )   $         (786 )   $      (61,399 )   $      3,401   $   (1,293 )   $   2,516
         Income tax expense
            (benefit)                         39            613             (3,503 )          55,061               135          (2 )          100
         Interest expense                    258          5,643             11,853             9,892             7,119       1,895          1,770
         Depreciation and
            amortization                   7,179          9,414             12,309            14,651            16,088       3,816          4,124

           EBITDA                   $     12,898   $     14,961     $       19,873     $      18,205      $     26,743   $   4,416      $   8,510
         Asset impairment charges            475          3,266                 —              8,506             6,436          —              —
         Management fees and
           expenses                           —             180                 387               507            1,611         501            410

           Adjusted EBITDA          $     13,373   $     18,407     $       20,260     $      27,218      $     34,790   $   4,917      $   8,920




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                           Management’s Discussion and Analysis of Financial Condition
                                           and Results of Operations

         The following discussion should be read in conjunction with “Selected Historical Consolidated Financial and Operating
         Data” and our consolidated financial statements and the related notes to those statements included elsewhere in this
         prospectus. The following discussion contains, in addition to historical information, forward-looking statements that include
         risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements
         as a result of certain factors, including those set forth under the heading “Risk Factors” and elsewhere in this prospectus.


         Overview

         We are the owner and operator of two fast growing and leading Italian restaurant brands, BRAVO! Cucina Italiana
         (―BRAVO!‖) and BRIO Tuscan Grille (―BRIO‖). We have positioned our brands as multifaceted culinary destinations that
         deliver the ambiance, design elements and food quality reminiscent of fine dining restaurants at a value typically offered by
         casual dining establishments, a combination that we call ―Upscale Affordable.‖ Each of BRAVO! and BRIO provides its
         guests with affordable, high-quality cuisine prepared using fresh ingredients and authentic Italian cooking methods,
         combined with attentive service in an attractive, lively atmosphere. We strive to be the best Italian restaurant company in
         America and are focused on providing our guests an excellent dining experience through consistency of execution. We
         believe that both of our brands appeal to a broad base of consumers, especially to women whom we believe currently
         account for approximately 62% and 65% of our guest traffic at BRAVO! and BRIO, respectively.


         Our Growth Strategies and Outlook

         We believe our restaurants have significant growth potential due to our Upscale Affordable positioning, strong unit
         economics, proven track record of financial results and broad guest appeal. Our growth model is comprised of the following
         three primary drivers:

              • Pursue Disciplined Restaurant Growth. We believe that there are significant opportunities to grow our brands on a
                nationwide basis in both existing and new markets where we believe we can generate attractive unit level economics.
                We are pursuing a disciplined growth strategy for both of our brands. We believe that each brand is at an early stage
                of its expansion.

              • Grow Existing Restaurant Sales. We will continue to pursue targeted local marketing efforts and evaluate
                operational initiatives designed to increase unit volumes without relying on discounting programs.

              • Maintain Margins Throughout Our Growth. We will continue to aggressively protect our margins using economies
                of scale, including marketing and purchasing synergies between our brands and leveraging our corporate
                infrastructure as we continue to open new restaurants.

         We opened two new restaurants in the first quarter of 2010 and two in the second quarter of 2010, with one additional
         restaurant to be opened later this year. We plan to open five to six new restaurants in 2011 and aim to open between 45 and
         50 new restaurants over the next five years. Based on our current real estate development plans, we believe our combined,
         expected cash flows from operations, available borrowings under our new senior credit facilities and expected landlord
         construction contributions should be sufficient to finance our planned capital expenditures and other operating activities for
         the next twelve months. In 2009, our capital expenditure outlays equaled approximately $14.1 million, and we currently
         estimate 2010 capital expenditure outlays to range between $10 million and $12 million, net of agreed upon landlord
         construction contributions and excluding approximately $1.4 million to $2.0 million of pre-opening costs for new restaurants
         that are not capitalized.


         Performance Indicators

         We use the following key performance indicators in evaluating the performance of our restaurants:

              • Comparable Restaurants and Comparable Restaurant Sales . We consider a restaurant to be comparable after it has
                been opened for the entire previous fiscal year. Changes in comparable restaurant sales reflect changes
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                    in sales for the comparable group of restaurants over a specified period of time. Changes in comparable sales reflect
                    changes in guest count trends as well as changes in average check.

              • Average Check. Average check is calculated by dividing revenues by guest counts for a given time period. Average
                check reflects menu price influences as well as changes in menu mix. Management uses this indicator to analyze
                trends in guests preferences, effectiveness of menu changes and price increases and per guest expenditures.

              • Average Unit Volume. Average unit volume consists of the average sales of our restaurants over a certain period of
                time. This measure is calculated by dividing total restaurant sales within a period by the relevant period. This
                indicator assists management in measuring changes in guest traffic, pricing and development of our brands.

              • Operating Margin. Operating margin represents income from operations before interest and taxes as a percentage of
                our revenues. By monitoring and controlling our operating margins, we can gauge the overall profitability of our
                company.


         Key Financial Definitions

         Revenues. Revenues primarily consist of food and beverage sales, net of any discounts, such as management meals,
         employee meals and coupons, associated with each sale. Revenues in a given period are directly influenced by the number of
         operating weeks in such period and comparable restaurant sales growth.

         Cost of Sales. Cost of sales consist primarily of food and beverage related costs. The components of cost of sales are
         variable in nature, change with sales volume and are subject to increases or decreases based on fluctuations in commodity
         costs. Our cost of sales depends in part on the success of controls we have in place to manage our food and beverage costs.

         Labor Costs. Labor costs include restaurant management salaries, front and back of house hourly wages and
         restaurant-level manager bonus expense, employee benefits and payroll taxes.

         Operating Costs. Operating costs consist primarily of restaurant-related operating expenses, such as supplies, utilities,
         repairs and maintenance, credit card fees, marketing costs, training, recruiting, travel and general liability insurance costs.

         Occupancy Costs. Occupancy costs include rent charges, both fixed and variable, as well as common area maintenance
         costs, property insurance and taxes, the amortization of tenant allowances and the adjustment to straight-line rent.

         General and Administrative. General and administrative costs include costs associated with corporate and administrative
         functions that support our operations, including management and staff compensation and benefits, travel, legal and
         professional fees, corporate office rent and other related corporate costs.

         Restaurant Pre-opening Costs. Restaurant pre-opening expenses consist of costs incurred prior to opening a restaurant,
         including executive chef and manager salaries, relocation costs, recruiting expenses, employee payroll and related training
         costs for new employees, including rehearsal of service activities. Pre-opening costs also include an accrual for straight-line
         rent recorded during the period between date of possession and the restaurant opening date for our leased restaurant
         locations.

         Impairment. We review long-lived assets, such as property and equipment and intangibles, for impairment when events or
         circumstances indicate the carrying value of the assets may not be recoverable. In determining the recoverability of the asset
         value, an analysis is performed at the individual restaurant level and primarily includes an assessment of historical cash
         flows and other relevant factors and circumstances. Factors considered include, but are not limited to, significant
         underperformance relative to expected historical or projected future operating results, significant changes in the use of
         assets, changes in our overall business strategy and significant negative industry or economic trends. See ―— Significant
         Accounting Policies— Impairment of Long-Lived Assets‖ for further detail.

         Net interest expense. Net interest expense consists primarily of interest on our outstanding indebtedness, net of payments
         and mark-to-market adjustments on an interest rate swap agreement that expired in 2009.


                                                                           42
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         Results of Operations

         The following table presents the combined consolidated statement of operations for the years ended December 30, 2007,
         December 28, 2008 and December 27, 2009, and the thirteen weeks ended March 29, 2009 and March 28, 2010, as well as,
         for the periods indicated, selected operating data as a percentage of revenues.


                                                                          Year Ended                                                                    Thirteen Weeks Ended
                                        December 30,       % of        December 28,        % of           December 27,         % of      March 29,         % of         March 28,       % of
                                            2007          Revenue          2008           Revenue             2009           Revenue       2009          Revenue          2010         Revenue
                                                                                        (Dollars in thousands, unless percentage)
               REVENUES                 $    265,374                   $    300,783                    $       311,709                   $   73,593                    $   81,844
               RESTAURANT
                 OPERATING
                 COSTS:
                 Cost of sales                75,340         28.4 %          84,618           28.1 %            82,609          26.5 %       19,721          26.8 %        21,357         26.1 %
                 Labor                        89,663         33.8 %         102,323           34.0 %           106,330          34.1 %       26,096          35.5 %        28,096         34.3 %
                 Operating                    41,567         15.7 %          47,690           15.9 %            48,917          15.7 %       12,505          17.0 %        12,753         15.6 %
                 Occupancy                    16,054          6.0 %          18,736            6.2 %            19,636           6.3 %        5,061           6.9 %         5,525          6.8 %

                    Total restaurant
                      operating costs        222,624         83.9 %         253,367           84.2 %           257,492          82.6 %       63,383          86.1 %        67,731         82.8 %

               COSTS AND
                EXPENSES
                General and
                  administrative
                  expenses                    16,768          6.3 %          15,042            5.0 %            17,123           5.5 %        4,583           6.2 %         4,423          5.4 %
                Restaurant
                  pre-opening costs            5,647          2.1 %           5,434            1.8 %             3,758           1.2 %        1,106           1.5 %         1,205          1.5 %
                Depreciation and
                  amortization                12,309          4.6 %          14,651            4.9 %            16,088           5.2 %        3,816           5.2 %         4,124          5.0 %
                Asset impairment
                  charges                          —           —              8,506            2.8 %             6,436           2.1 %           —             —               —            —
                Other (income)
                  expenses — net                 462          0.2 %             229            0.1 %               157           0.1 %         105            0.1 %            (25 )       0.0 %

                    Total costs and
                      expenses                35,186         13.3 %          43,862           14.6 %            43,562          14.0 %        9,610          13.1 %         9,727         11.9 %

               INCOME FROM
                 OPERATIONS                    7,564          2.9 %           3,554            1.2 %            10,655           3.4 %         600            0.8 %         4,386          5.4 %
               NET INTEREST
                 EXPENSE                      11,853          4.5 %           9,892            3.3 %             7,119           2.3 %        1,895           2.6 %         1,770          2.2 %

               INCOME (LOSS)
                 BEFORE INCOME                                     )                               )                                                               )
                 TAXES                         (4,289 )       (1.6 %         (6,338 )         (2.1 %             3,536           1.1 %       (1,295 )         (1.8 %        2,616          3.2 %
               INCOME TAX
                 EXPENSE                                           )
                 (BENEFIT)                     (3,503 )       (1.3 %         55,061           18.3 %               135           0.0 %           (2 )         0.0 %           100          0.1 %

                                                                   )                               )                                                               )
               NET INCOME (LOSS)        $       (786 )        (0.3 %   $    (61,399 )        (20.4 %   $         3,401           1.1 % $     (1,293 )         (1.8 %   $    2,516          3.1 %



         Quarter Ended March 28, 2010 Compared to Quarter Ended March 29, 2009

         Revenues. Revenues increased $8.2 million, or 11.2%, to $81.8 million in the first quarter of 2010, from $73.6 million in
         the first quarter of 2009. The increase of $8.2 million was primarily due to an additional 77 operating weeks provided by two
         new restaurants opened in 2010 and seven new restaurants opened in 2009. A 0.2% increase in comparable restaurant sales
         and a $0.70 increase in average check were partially offset by a 3.0% decline in guest counts. At March 28, 2010, our
         comparable restaurants base consisted of 74 restaurants, compared to 62 at March 29, 2009.

         Cost of Sales. Cost of sales increased $1.7 million, or 8.3%, to $21.4 million in the first quarter of 2010, from $19.7 million
         in the first quarter of 2009. As a percent of revenues, cost of sales declined to 26.1% in the first quarter of 2010, from 26.8%
         in the first quarter of 2009. The improvement in gross margin was a result of lower commodity costs, improvements in food
         cost from menu management and operating efficiencies, which accounted for the majority of the decrease on a percent of
         revenues basis.
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         Labor Costs. Labor costs increased $2.0 million, or 7.7%, to $28.1 million in the first quarter of 2010, from $26.1 million
         in the same period in 2009. As a percent of revenues, labor costs decreased to 34.3% in the first quarter of 2010, from 35.5%
         in the first quarter of 2009, primarily as a result of lower management salaries due to a decrease in average management
         headcount per unit, improved hourly labor efficiency and modestly lower worker‘s compensation costs due to better than
         forecasted claim experience.

         Operating Costs. Operating costs increased $0.3 million, or 2.0%, to $12.8 million in the first quarter of 2010, from
         $12.5 million in the first quarter of 2009. As a percent of revenues, operating costs decreased to 15.6% in the first quarter of
         2010, compared to 17.0% in the first quarter of 2009. Lower restaurant supplies and utility costs were the main drivers of the
         decrease for the quarter.

         Occupancy Costs. Occupancy costs increased $0.4 million, or 9.2%, to $5.5 million in the first quarter of 2010, from
         $5.1 million in the first quarter of 2009. As a percentage of revenues, occupancy costs decreased to 6.8% in the first quarter
         of 2010, from 6.9% in the first quarter of 2009. The modest change was a result of leverage from positive comparable
         restaurant sales.

         General and Administrative. As a percent of revenues, general and administrative expenses decreased to 5.4% in the first
         quarter of 2010, from 6.2% in the first quarter of 2009. The change was primarily attributable to a decrease in professional
         fees and travel costs.

         Restaurant Pre-opening Costs. Pre-opening costs increased by $0.1 million, or 9.0%, to $1.2 million in the first quarter of
         2010, from $1.1 million in the first quarter of 2009 due to the timing of restaurant openings during the first and second
         quarters of 2010. Two restaurants were opened during each of the quarters ended March 28, 2010 and March 29, 2009.

         Depreciation and Amortization. As a percent of revenues, depreciation and amortization expenses decreased to 5.0% in the
         first quarter of 2010 from 5.2% in the first quarter of 2009. The change was primarily the result of leverage from positive
         comparable restaurant sales and was partially attributable to the impact resulting from restaurants considered impaired in
         2009.

         Net Interest Expense. Net interest expense decreased $0.1 million, or 6.6%, to $1.8 million in the first quarter of 2010,
         from $1.9 million in the first quarter of 2009. The decrease was due to lower overall average interest rates during the first
         quarter of 2010.

         Income Taxes. Income tax expense increased $0.1 million in the first quarter of 2010 from $0.0 million in the first quarter
         of 2009. The increase is due mainly to a modest increase in current taxable income at the state level in the first quarter of
         2010 as compared to the first quarter of 2009.


         Year Ended December 27, 2009 Compared to Year Ended December 28, 2008

         Revenues. Revenues increased $10.9 million, or 3.6%, to $311.7 million in fiscal 2009, from $300.8 million in fiscal 2008.
         The increase of $10.9 million was primarily due to an additional 494 operating weeks provided by seven new restaurants
         opened in 2009. This increase was partially offset by a 7.4% decrease in sales from our comparable restaurants. Lower
         comparable restaurant sales were due to a 8.3% decline in guest counts, partially offset by a $0.20 increase in average check
         during fiscal 2009. At December 27, 2009, our comparable restaurants base consisted of 61 restaurants, compared to 54 at
         December 28, 2008.

         Cost of Sales. Cost of sales decreased $2.0 million, or 2.4%, to $82.6 million in fiscal 2009, from $84.6 million in 2008. As
         a percent of revenues, cost of sales declined to 26.5% in 2009, from 28.1% in 2008. The improvement in gross margin was a
         result of lower commodity costs, improvements in food cost from menu management and operating efficiencies, which
         accounted for the majority of the decrease on a percent of revenues basis.

         Labor Costs. Labor costs increased $4.0 million, or 3.9%, to $106.3 million in the year ended December 27, 2009, from
         $102.3 million in fiscal 2008. As a percent of revenues, labor costs increased slightly to 34.1% in 2009, from 34.0% in 2008.
         This increase was primarily a result of lower management salaries due to a decrease in average management headcount per
         unit, more than offset by a loss of sales leverage from lower comparable sales.


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         Operating Costs. Operating costs increased $1.2 million, or 2.6%, to $48.9 million in 2009, from $47.7 million in 2008. As
         a percent of revenues, operating costs decreased to 15.7% in 2009, compared to 15.9% in 2008. Lower restaurant supplies
         and utility costs were partially offset by higher repair and maintenance expense and advertising costs as well as the decrease
         in sales leverage from lower comparable restaurant sales.

         Occupancy Costs. Occupancy costs increased $0.9 million, or 4.8%, to $19.6 million in fiscal 2009, from $18.7 million in
         fiscal 2008. As a percentage of revenues, occupancy costs increased to 6.3% in 2009, from 6.2% in 2008. The recognition of
         deferred lease incentives of $1.2 million associated with the assignment of a lease related to the sale of a restaurant was
         largely offset by the impact of decreased leverage from lower comparable restaurant sales.

         General and Administrative. As a percent of revenues, general and administrative expenses increased to 5.5% in 2009,
         from 5.0% in 2008. The change was primarily attributable to an increase in management fees paid to our private equity
         sponsors.

         Restaurant Pre-opening Costs. Pre-opening costs decreased by $1.6 million, or 30.8%, to $3.8 million in 2009, from
         $5.4 million in 2008. The decrease in pre-opening costs was due to the impact of opening seven new restaurants in 2009
         compared to thirteen new restaurants opened in 2008.

         Depreciation and Amortization. As a percent of revenues, depreciation and amortization expenses increased to 5.2% in
         2009 from 4.9% in 2008. The increase was partially offset by the $1.1 million decrease in depreciation and amortization
         expense associated with restaurants considered impaired in 2008.

         Impairment. We review long-lived assets, such as property and equipment and intangibles, subject to amortization, for
         impairment when events or circumstances indicate the carrying value of the assets may not be recoverable. Factors
         considered include, but are not limited to, significant underperformance relative to expected historical or projected future
         operating results, significant changes in the use of assets, changes in our overall business strategy and significant negative
         industry or economic trends. Based upon our analysis, we incurred a non-cash impairment charge of $6.4 million in 2009
         compared to $8.5 million in 2008. The $2.1 million decrease in impairment on property and equipment was related to the
         impairment of three restaurants in 2009 compared to five restaurants in 2008. This charge was expected to reduce
         depreciation and amortization expense for fiscal 2010 by $0.7 million.

         Net Interest Expense. Net interest expense decreased $2.8 million, or 28%, to $7.1 million in 2009, from $9.9 million in
         2008. The decrease was due to lower average interest rates during fiscal 2009. We had a three-year interest rate swap
         agreement which expired during fiscal 2009. Changes in the market value of the interest rate swap are recorded as an
         adjustment to interest expense. Such adjustments reduced interest expense by $0.8 million in fiscal 2009.

         Income Taxes. Income taxes decreased $55.0 million to $0.1 million in 2009, from $55.1 million in 2008. In 2008, we
         provided a valuation allowance of $59.4 million against the total net deferred tax asset. Net deferred tax assets consists
         primarily of temporary differences and net operating loss and credit carry-forwards. The valuation allowance was established
         as management believed that it is more likely than not that these deferred tax assets would not be realized. The tax benefits
         relating to any reversal of the valuation allowance will be recognized as a reduction of income tax expense.


         Year Ended December 28, 2008 Compared to Year Ended December 30, 2007

         Revenues. Revenues increased $35.4 million, or 13.3%, to $300.8 million in 2008 from $265.4 million in 2007. The
         increase of $35.4 million was primarily due to an additional 509 operating weeks provided by 13 new restaurants opened in
         2008. This increase was partially offset by a 3.8% decrease in sales from our comparable restaurants. Lower comparable
         restaurant sales were due to a 5.2% decline in guest counts, partially offset by a $0.28 increase in average check during fiscal
         2008. At December 28, 2008, our comparable restaurants base consisted of 54 restaurants, compared to 49 at December 30,
         2007.

         Cost of Sales. Cost of sales increased $9.3 million, or 12.3%, to $84.6 million in fiscal 2008, from $75.3 million in fiscal
         2007. As a percent of revenues, cost of sales declined to 28.1% in 2008 compared to 28.4% in 2007. The


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         improvement in gross margin was a result of lower commodity costs, improvements in food cost from menu management
         and operating efficiencies, which accounted for the majority of the decrease on a percent of revenues basis.

         Labor Costs. Labor costs increased $12.6 million, or 14.1%, to $102.3 million in 2008, from $89.7 million in fiscal 2007.
         As a percent of revenues, labor costs increased slightly to 34.0% in 2008 from 33.8% in 2007, principally from a slight
         increase in hourly labor costs and miscellaneous fringe benefits.

         Operating Costs. Operating costs increased $6.1 million, or 14.7%, to $47.7 million in fiscal 2008, from $41.6 million in
         fiscal 2007. As a percent of revenues, operating costs increased to 15.9% in 2008 compared to 15.7% in 2007. Lower
         restaurant insurance costs were offset by higher utility and advertising costs as well as the decrease in sales leverage from
         lower comparable restaurant sales.

         Occupancy Costs. Occupancy costs increased $2.6 million, or 16.7%, to $18.7 million in the year ended December 28,
         2008, from $16.1 million in fiscal 2007. As a percentage of revenues, occupancy costs increased to 6.2% in 2008 from 6.0%
         in 2007. The change was primarily the result of the decrease in sales leverage from lower comparable restaurant sales.

         General and Administrative. As a percent of revenues, general and administrative expenses decreased to 5.0% in 2008
         from 6.3% in 2007. The change was primarily attributable to costs associated with a decrease in labor related costs such as
         reductions in bonus payments and appreciation rights as well as a decrease in professional fees, training and travel.

         Restaurant Pre-opening Costs. Pre-opening costs decreased by $0.2 million, or 3.8%, to $5.4 million in 2008 from
         $5.6 million in 2007. The decrease in pre-opening costs was due to the timing of openings throughout the respective periods.

         Depreciation and Amortization. As a percent of revenues, depreciation and amortization expenses increased to 4.9% in
         2008 from 4.6% in 2007. The change was primarily the result of the decrease in sales leverage from lower comparable
         restaurant sales.

         Impairment. Based upon our analysis, we incurred a non-cash impairment charge of $8.5 million in 2008 compared to $0.0
         in 2007. The $8.5 million increase in impairment on property and equipment was related to the impairment of five
         restaurants in 2008 compared to no restaurants in 2007.

         Net Interest Expense. Interest expense decreased $2.0 million, or 16.5%, to $9.9 million in 2008 from $11.9 million in
         2007. The decrease was due to lower average interest rates during fiscal 2008. We had a three year interest rate swap
         agreement in place. Changes in the market value of the interest rate swap are recorded as an adjustment to interest expense.
         Such adjustments increased interest expenses by $0.1 million in fiscal 2008.

         Income Taxes. Income taxes increased $58.6 million to $55.1 million in 2008 from a $3.5 million benefit in 2007. In 2008,
         we provided a valuation allowance of $59.4 million against total net deferred tax assets. Net deferred tax assets consists
         primarily of temporary differences and net operating loss and credit carry-forwards. The valuation allowance was established
         as management believed that it was more likely than not that these deferred tax assets would not be realized. The tax benefits
         relating to any reversal of the valuation allowance will be recognized as a reduction of income tax expense.


         Liquidity

         Our principal sources of cash have been net cash provided by operating activities and borrowings under our existing senior
         credit facilities. As of March 28, 2010, we had approximately $0.2 million in cash and cash equivalents and approximately
         $20.0 million of availability under our existing senior credit facilities (after giving effect to $3.8 million of outstanding
         letters of credit at March 28, 2010). Our need for capital resources is driven by our restaurant expansion plans, on-going
         maintenance of our restaurants and investment in our corporate and information technology infrastructures. Based on our
         current real estate development plans, we believe our combined expected cash flows from operations, available borrowings
         under our new senior credit facilities and


                                                                       46
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         expected landlord construction contributions will be sufficient to finance our planned capital expenditures and other
         operating activities for the next twelve months.

         Consistent with many other restaurant and retail chain store operations, we use operating lease arrangements for the majority
         of our restaurant locations. We believe that these operating lease arrangements provide appropriate leverage of our capital
         structure in a financially efficient manner. Currently, operating lease obligations are not reflected as indebtedness on our
         consolidated balance sheet. The use of operating lease arrangements will impact our capacity to borrow money under our
         new senior credit facilities. However, we expect that restaurant real estate operating leases will be expressly excluded from
         the restrictions under our new senior credit facilities related to the incurrence of funded indebtedness.

         Our liquidity may be adversely affected by a number of factors, including a decrease in guest traffic or average check per
         guest due to changes in economic conditions, as described elsewhere in this prospectus under the heading ―Risk Factors.‖


         Quarter Ended March 29, 2009 and March 28, 2010

         The following table summarizes the statement of cash flows for the thirteen weeks ended March 29, 2009 and March 28,
         2010:


                                                                                                                 Thirteen Weeks Ended,
                                                                                                               March 29,         March 28,
                                                                                                                 2009               2010
                                                                                                                     (In thousands)


         Cash flows provided by operating activities                                                       $       2,948       $     6,108
         Cash flows used in investing activities                                                                  (6,399 )          (6,410 )
         Cash flows provided by financing activities                                                               3,230               294
         Net decrease in cash and cash equivalents                                                                  (221 )              (8 )
         Cash and cash equivalents at beginning of period                                                            682               249
         Cash and cash equivalents at end of period                                                        $         461       $       241


         Operating Activities. Net cash provided by operating activities was $6.1 million for the first quarter of 2010, compared to
         $2.9 million for the first quarter of 2009. The increase in net cash provided by operating activities in the first quarter of 2010
         compared to the same period 2009 was primarily due to an increase in our revenues less total restaurant operating costs of
         $3.9 million from the prior year, which was partially offset by an increase of $0.7 million in prepaid expenses and notes
         receivable in the first quarter of 2010.

         Investing Activities. Net cash used in investing activities was $6.4 million for both the first quarter of 2010 and the first
         quarter of 2009. We used cash primarily to purchase property and equipment related to our restaurant expansion plans.
         During the first quarter of 2010, we opened two restaurants and had two under construction, while in the first quarter of 2009
         we opened two restaurants and had four under construction.

         Financing Activities. Net cash provided by financing activities was $0.3 million for the first quarter of 2010, compared to
         $3.2 million for the first quarter of 2009. Net cash provided by financing activities in 2010 was primarily the result of
         borrowings, net of payments, of $0.7 million under our existing senior revolving credit facility.

         As of March 28, 2010, we had no financing transactions, arrangements or other relationships with any unconsolidated
         entities or related parties. Additionally, we had no financing arrangements involving synthetic leases or trading activities
         involving commodity contracts.


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         Year Ended December 27, 2009, Year Ended December 28, 2008 and Year Ended December 30, 2007

         The following table summarizes the statement of cash flows for the years ended December 27, 2009, December 28, 2008 and
         December 30, 2007:


                                                                                                      Fiscal Year
                                                                                     2007                 2008               2009
                                                                                                    (In thousands)


         Cash flows provided by operating activities                           $       31,291       $       32,501      $      33,782
         Cash flows used in investing activities                                      (35,536 )            (43,088 )          (24,957 )
         Cash flows provided by (used in) financing activities                          4,156               10,529             (9,258 )
         Net increase (decrease) in cash and cash equivalents                               (89 )               (58 )               (433 )
         Cash and cash equivalents at beginning of period                                   829                 740                 682
         Cash and cash equivalents at end of period                            $            740     $           682     $           249


         Operating Activities. Net cash provided by operating activities was $33.8 million in 2009, compared to $32.5 million in
         2008 and $31.3 million in 2007. The increase in net cash provided by operating activities in 2009 compared to 2008 was
         primarily due to an increase in net income from the prior year, excluding non-cash impairment charges. The increase in net
         cash provided by operating activities in 2008 compared to 2007 was primarily due to the change in net income (loss)
         excluding non-cash impairment charges and changes in working capital.

         Investing Activities. Net cash used in investing activities was $25.0 million in 2009, $43.1 million in 2008 and
         $35.5 million in 2007. We used cash primarily to purchase property and equipment related to our restaurant expansion plans.
         The fluctuations in net cash used in investing activities for the periods presented is directly related to the number of new
         restaurants opened during each period. In fiscal 2009, we opened seven new restaurants and, in fiscal years 2008 and 2007,
         opened thirteen and six restaurants, respectively.

         Financing Activities. Net cash used in financing activities was $9.3 million in 2009, net cash provided by financing
         activities was $10.5 million in 2008 and $4.2 million in 2007. Net cash used in financing activities in 2009 was primarily the
         result of payments, net of borrowings, of $8.2 million under our existing senior revolving credit facility. Net cash provided
         by financing activities in 2008 was primarily the result of borrowings, net of payments, of $11.6 million under our existing
         senior revolving credit facility. Net cash provided by financing activities in 2007 was primarily the result of borrowings, net
         of payments, of $2.2 million under our existing senior revolving credit facility.


         Capital Resources

         Future Capital Requirements. Our capital requirements are primarily dependent upon the pace of our real estate
         development program and resulting new restaurants. Our real estate development program is dependent upon many factors,
         including economic conditions, real estate markets, site locations and nature of lease agreements. Our capital expenditure
         outlays are also dependent on costs for maintenance and capacity addition in our existing restaurants as well as information
         technology and other general corporate capital expenditures.

         We anticipate that each new BRAVO! restaurant will, on average, require a total cash investment of $1.5 million to
         $2.0 million (net of estimated tenant incentives). We expect that each new BRIO restaurant will require an estimated cash
         investment of $2.0 million to $2.5 million (net of estimated tenant incentives). We expect to spend approximately $350,000
         to $400,000 per restaurant for cash pre-opening costs. The projected cash investment per restaurant is based on historical
         averages.

         We currently estimate 2010 capital expenditure outlays to range between $10.0 million and $12.0 million, net of agreed upon
         landlord construction contributions and excluding approximately $1.4 million to $2.0 million of pre-opening costs for new
         restaurants that are not capitalized. These capital expenditure projections are primarily


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         related to $8.0 million for the opening of new restaurants and $3.0 million for capacity addition expenditures and
         improvements to our existing restaurants and general corporate capital expenditures. Based on our current real estate
         development plans, we believe our combined expected cash flows from operations, available borrowings under our new
         senior credit facilities and expected landlord construction contributions will be sufficient to finance our planned capital
         expenditures and other operating activities in fiscal 2010.

         We currently estimate 2011 capital expenditure outlays to range between $16.0 million and $17.5 million, net of agreed upon
         landlord construction contributions and excluding approximately $2.1 million to $2.7 million of pre-opening costs for new
         restaurants that are not capitalized. These capital expenditure projections are primarily related to $12.5 million for the
         opening of new restaurants and $4.0 million for capacity addition expenditures and improvements to our existing restaurants
         and general corporate capital expenditures. Based on our current real estate development plans, we believe our combined
         expected cash flows from operations, available borrowings under our new senior credit facilities and expected landlord
         construction contributions will be sufficient to finance our planned capital expenditures and other operating activities in
         fiscal 2011.

         Current Resources. Our operations have not required significant working capital and, like many restaurant companies, we
         have been able to operate with negative working capital. Restaurant sales are primarily paid for in cash or by credit card, and
         restaurant operations do not require significant inventories or receivables. In addition, we receive trade credit for the
         purchase of food, beverage and supplies, therefore reducing the need for incremental working capital to support growth. We
         had net working capital of $(33.8) million at March 28, 2010, compared to net working capital of $(36.2) million at
         December 27, 2009.

         In connection with this offering, we plan to enter into new senior credit facilities. We expect that the new senior credit
         facilities will provide for (i) a $  million term loan facility, maturing in       , and (ii) a revolving credit facility under
         which we may borrow up to $         million (including a sublimit cap of up to $     million for letters of credit and up to
         $     million for swing-line loans), maturing in         . We expect that our new senior credit facilities will contain customary
         affirmative and negative covenants and require us to meet certain financial ratios. We anticipate that the new senior credit
         facilities will be secured by substantially all of our assets. ―See Risk Factors — Our substantial indebtedness may limit our
         ability to invest in the ongoing needs of our business‖ and ―Description of Indebtedness.‖

         In connection with our 2006 recapitalization, we entered into our existing $112.5 million senior credit facilities with a
         syndicate of lenders. The existing senior credit facilities provide for (i) an $82.5 million term loan facility and (ii) a
         revolving credit facility under which we may borrow up to $30.0 million (including a sublimit cap of up to $7.0 million for
         letters of credit and up to $5.0 million for swing-line loans). Borrowings under the term loan facility and the revolving credit
         facility bear interest at a rate per annum based on the prime rate, plus a margin of up to 2%, or the London Interbank Offered
         Rate (LIBOR), plus a margin up to 3%, with margins determined by certain financial ratios. In addition to the interest on our
         borrowings, we must pay an annual commitment fee of 0.5% on the unused portion of the revolving credit facility. The
         weighted-average interest rate on the borrowings at March 28, 2010 and December 27, 2009 was 3.31% and 3.47%,
         respectively.

         Our existing senior credit facilities require us to maintain certain financial ratios, including a consolidated total leverage
         ratio, a consolidated senior leverage ratio, consolidated fixed-charge coverage ratio and consolidated capital expenditures
         limitations (each as defined under our existing senior credit facilities). We have maintained compliance with our financial
         covenants for each reporting period since we entered into our existing senior credit facilities.

         In connection with our 2006 recapitalization, we also issued $27.5 million of our 13.25% senior subordinated secured notes.
         Interest is payable monthly at an annual interest rate of 13.25%, with the principal due on December 29, 2012. Pursuant to
         the note purchase agreement, we were entitled to elect monthly during the first year to accrue interest at the rate of 14.25%
         per annum with no payments. Commencing in the second year of the note purchase agreement through the maturity date, we
         have the option to accrue interest at an annual rate of 13.25%, consisting of cash interest equal to 9% and paid-in-kind
         interest of 4.25%. Interest accrued but unpaid during the term of the notes is capitalized into the principal balance.


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         We expect to use net proceeds from this offering, together with borrowings under our new senior credit facilities, to repay all
         loans outstanding under our existing senior credit facilities, and any accrued and unpaid interest and related LIBOR breakage
         costs and other fees. As of March 28, 2010, approximately $85.8 million principal amount of loans were outstanding under
         our existing senior credit facilities. Our existing senior credit facilities can be prepaid without premium or penalty other than
         any related LIBOR breakage costs and other fees. We also expect to use net proceeds from this offering, together with
         borrowings under our new senior credit facilities, to repay all of our 13.25% senior subordinated secured notes, and any
         accrued and unpaid interest. As of March 28, 2010, approximately $32.4 million aggregate principal amount of our
         13.25% senior subordinated secured notes were outstanding. Our 13.25% senior subordinated secured notes can be prepaid
         without premium or penalty.

         On an as adjusted basis giving effect to this offering and the use of proceeds therefrom, as of March 28, 2010, we had
         $    million of revolving loan availability under our new senior credit facilities (after giving effect to $   million of
         outstanding letters of credit) based upon an assumed public offering price of $       per share, the midpoint of the range set
         forth on the cover page of this prospectus. A $1.00 increase (decrease) in the assumed initial public offering price of
         $     per share, the midpoint of the price range set forth on the cover of this prospectus, would increase (decrease) the
         revolving loan availability under our new senior credit facilities (after giving effect to $   million of outstanding letters of
         credit) by %.

         As of March 28, 2010 and December 27, 2009, we also had approximately $0.2 million and $0.4 million, respectively, of
         mortgage notes outstanding, which were secured by mortgages on individual real estate assets. The weighted average interest
         rate on the mortgage notes was 4.52% for the thirteen weeks ended March 28, 2010 and 4.61% for the year ended
         December 27, 2009. The indebtedness underlying the mortgage notes was paid in full in May 2010.

         In August 2006, we entered into a three-year interest swap agreement fixing the interest rate on $27.0 million principal
         amount of our term loan. Under this swap agreement, we settled with our counterparty quarterly for the difference between
         5.24% and the 90-day LIBOR then in effect. This swap agreement terminated in August 2009. We had no derivative
         instruments outstanding as of December 27, 2009 or March 28, 2010.

         As of March 28, 2010, we had no financing transactions, arrangements or other relationships with any unconsolidated
         entities or related parties. Additionally, we had no financing arrangements involving synthetic leases or trading activities
         involving commodity contracts.

         As part of our on-going business, we do not participate in transactions that generate relationships with unconsolidated
         entities or financial partnerships, such as entities referred to as structured finance or variable interest entities (―VIEs‖), which
         would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or
         limited purposes. As of March 28, 2010, we are not involved in any VIE transactions and do not otherwise have any
         off-balance sheet arrangements.

         In the longer term, we will explore other options to raise capital, including but not limited to, renegotiating our senior credit
         facilities, public or private equity or other debt financing. We cannot assure you that such capital will be available on
         favorable terms, if at all.

         We currently have separate management agreements with our private equity sponsors, Bruckmann, Rosser, Sherrill & Co.,
         Inc. and Castle Harlan, Inc. We expect that the management agreements will be terminated as of the closing of this offering
         in exchange for a payment estimated to be $525,000 for each sponsor. This amount is subject to adjustment based on the
         level of EBITDA, as defined in each management agreement, for the twelve months preceding the closing of this offering.


         Significant Accounting Policies

         Pre-opening Costs. Restaurant pre-opening costs consist primarily of wages and salaries, recruiting, training, travel and
         lodging and meals. Pre-opening costs includes an accrual for straight-line rent recorded during the period between date of
         possession and the restaurant opening date for the Company‘s leased restaurant locations. We expense such costs as
         incurred.


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         Property and Equipment. Property and equipment are recorded at cost. Equipment consists primarily of restaurant
         equipment, furniture, fixtures and small wares. Depreciation is calculated using the straight-line method over the estimated
         useful life of the related asset. Leasehold improvements are amortized using the straight-line method over the shorter of the
         lease term, including option periods, which are reasonably assured of renewal or the estimated useful life of the asset.
         Estimated useful lives of assets are as follows: buildings — 15 to 39 years; leasehold improvements — 10 to 20 years; and
         equipment and fixtures — 3 to 10 years.

         Leases. We record the minimum lease payments for our operating leases on a straight-line basis over the lease term,
         including option periods which are reasonably assured of renewal. The lease term commences on the date that the lessee
         obtains control of the property, which is normally when the property is ready for tenant improvements. Contingent rent
         expense is recognized as incurred and is usually based on either a percentage of restaurant sales or as a percentage of
         restaurant sales in excess of a defined amount.

         Leasehold improvements financed by the landlord through tenant improvement allowances are capitalized as leasehold
         improvements with the tenant improvement allowances recorded as deferred lease incentives. Deferred lease incentives are
         amortized on a straight-line basis over the lesser of the life of the asset or the lease term, including option periods which are
         reasonably assured of renewal (same term that is used for related leasehold improvements) and are recorded as a reduction of
         occupancy expense.

         Impairment of Long-Lived Assets. We review long-lived assets, such as property and equipment and intangibles, subject to
         amortization, for impairment when events or circumstances indicate the carrying value of the assets may not be recoverable.
         In determining the recoverability of the asset value, an analysis is performed at the individual restaurant level and primarily
         includes an assessment of historical cash flows and other relevant factors and circumstances. Negative restaurant-level cash
         flow over the previous 12-month period is considered a potential impairment indicator. In such situations, we evaluate future
         cash flow projections in conjunction with qualitative factors and future operating plans. Based on this analysis, if we believe
         that the carrying amount of the assets are not recoverable, an impairment charge is recognized based upon the amount by
         which the assets carrying value exceeds fair value as measured by undiscounted future cash flows expected to be generated
         by these assets.

         We recognized asset impairment charges of approximately $6.4 million and $8.5 million in fiscal 2009 and 2008,
         respectively, related to leasehold improvements, fixtures and equipment for the impacted sites. No impairment charge was
         recorded in fiscal 2007.

         Our impairment assessment process requires the use of estimates and assumptions regarding future cash flows and operating
         outcomes, which are based upon a significant degree of management‘s judgment. We continue to assess the performance of
         restaurants and monitor the need for future impairment. Changes in the economic environment, real estate markets, capital
         spending and overall operating performance could impact these estimates and result in future impairment charges. There can
         be no assurance that future impairment tests will not result in additional charges to earnings.

         Self-Insurance Reserves. We maintain various policies, including workers‘ compensation and general liability. As outlined
         in these policies, we are responsible for losses up to certain limits. We record a liability for the estimated exposure for
         aggregate losses below those limits. This liability is based on estimates of the ultimate costs to be incurred to settle known
         claims and claims not reported as of the balance sheet date. The estimated liability is not discounted and is based on a
         number of assumptions, including actuarial assumptions, historical trends and economic conditions.

         Income Taxes. Income tax provisions consist of federal and state taxes currently due, plus deferred taxes. Deferred tax
         assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the
         financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and
         liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
         differences are expected to be recovered or settled. Recognition of deferred tax assets is limited to amounts considered by
         management to be more likely than not of realization in future periods. Future taxable income, adjustments in temporary
         difference, available carry back periods and changes in tax laws could affect these estimates.


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         We recognize a tax position in the financial statements when it is more likely than not that the position will be sustained
         upon examination by tax authorities that have full knowledge of all relevant information.

         Stock-Based Compensation. Subsequent to our 2006 recapitalization, we adopted the 2006 Bravo Development, Inc.
         Option Plan (the ―2006 Plan‖). Under the 2006 Plan, we are authorized to issue up to, without giving effect to
         the      -for-1 stock split of our outstanding common stock expected to occur prior to the consummation of this offering,
         262,500 shares of our common stock. The options expire 10 years after the date of grant and vest ratably over a four year
         period.

         The options, to the extent vested, become exercisable based upon our private equity sponsors achieving certain performance
         targets. As the likelihood of achieving these performance targets is not probable, no compensation expense has been
         reflected in our financial statements subsequent to the adoption of the 2006 Plan.

         In the event we undergo a public offering in which we and any participating selling shareholders receive aggregate net
         proceeds of at least $50.0 million or the majority of our stock or assets are sold in a transaction approved by Holdings, the
         options held by current employees are subject to accelerated vesting in the discretion of our board of directors upon the
         achievement of certain net proceeds and internal rate of return thresholds.

         Additionally, to the extent the sponsors sell their securities in connection with an approved sale or public offering, any
         vested options only become exercisable in the amounts set forth below in the event that (i) net proceeds equal or are in
         excess of the multiple (set forth in the table below) of the sponsors‘ initial investment and (ii) the sponsors achieve an
         internal rate of return equal to or in excess of the target set forth in the table below (unless the board of directors exercises its
         discretion under the 2006 Plan to permit further exercisability upon such an event):


         Percentage of
         Option
         Exercisable                                                                                    Net Proceeds Multiple     IRR Target


         25%                                                                                                       2                   10 %
         50%                                                                                                       2                   20 %
         75%                                                                                                       2                   30 %
         100%                                                                                                      3                   40 %

         For purposes of determining the exercisable portion of an option, ―net proceeds‖ generally means the amount received by the
         sponsors less their selling or transaction expenses and includes the majority of the fees they receive pursuant to the
         management agreement between each sponsor and us. ―Internal rate of return‖ means the rate of return the sponsors receive
         on their investment in our company from such net proceeds as a result of a public offering or approved sale and the net
         proceeds therefrom.

         The board of directors has determined, in its discretion, that in the event the public offering price of this offering results in
         the achievement of an ―internal rate of return‖ to our private equity sponsors of at least 30% upon the consummation of this
         offering, (i) each outstanding option award shall be deemed to have vested in a percentage equal to the greater of 75% or the
         percentage of the option award already vested as of that date, (ii) each outstanding option award shall be deemed 75%
         exercisable; and (iii) for each additional percentage point of ―internal rate of return‖ achieved by our private equity sponsors
         above 30%, an additional 2.5% of each outstanding option award shall be deemed vested and exercisable, up to an aggregate
         of the stated number of shares of common stock subject to the option award upon achievement of an ―internal rate of return‖
         by our private equity sponsors of 40%.


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         Commitments and Contingencies

         The following table summarizes contractual obligations at December 27, 2009 on an actual basis.


                                                                                         Payments Due by Year
         Contractual
         Obligations                                           Total              2010             2011-2012         2013-2014   After 2014
                                                                                                         (In thousands)


         Existing senior secured term loan(1)              $    79,818        $      825       $      78,993       $        —    $       —
         Existing senior secured revolving credit
           facility(1)                                           5,550                —                5,550                —            —
         13.25% Senior subordinated secured notes(1)            32,270                —               32,270                —            —
         Mortgage notes(2)                                         393               214                 179                —            —
            Total debt                                         118,031             1,039             116,992                —            —
         Interest(3)                                               504               504                  —                —              —
         Operating leases                                      268,142            18,398              38,121           38,992        172,631
         Standby letters of credit(4)                            3,650             3,650                  —                —              —
         Construction purchase obligations                         944               944                  —                —              —
         Total contractual cash obligations                $ 391,271          $ 24,535         $ 155,113           $ 38,992      $ 172,631


           (1) In connection with this offering, we intend to enter into new senior credit facilities, consisting of a $       million
               term loan facility and a $        million revolving credit facility. We intend to use the net proceeds of this offering,
               together with $         million of borrowings under our new senior credit facilities, to repay all our loans outstanding
               under our existing senior credit facilities, and any accrued and unpaid interest and related LIBOR breakage costs and
               other fees, and all of our 13.25% senior subordinated secured notes, and any accrued and unpaid interest. See
               ―Description of Indebtedness.‖

           (2) The indebtedness underlying the mortgage notes was paid in full in May 2010.

           (3) The interest obligation was calculated using the average interest rate at December 27, 2009 of 3.47% for our existing
               senior secured credit facilities, the stated interest rate for the 13.25% senior subordinated secured notes and the
               average interest rate at December 27, 2009 of 4.61% for the mortgage notes.

           (4) In connection with this offering, we intend to replace our existing standby letters of credit with standby letters of credit
               under our new senior credit facilities.


         Inflation

         Our profitability is dependent, among other things, on our ability to anticipate and react to changes in the costs of key
         operating resources, including food and other raw materials, labor, energy and other supplies and services. Substantial
         increases in costs and expenses could impact our operating results to the extent that such increases cannot be passed along to
         our restaurant guests. The impact of inflation on food, labor, energy and occupancy costs can significantly affect the
         profitability of our restaurant operations.

         Many of our restaurant staff members are paid hourly rates related to the federal minimum wage. In fiscal 2007, Congress
         enacted an increase in the federal minimum wage implemented in two phases, beginning in fiscal 2007 and concluding in
         fiscal 2008. In addition, numerous state and local governments increased the minimum wage within their jurisdictions, with
         further state minimum wage increases going into effect in fiscal 2009. Certain operating costs, such as taxes, insurance and
         other outside services continue to increase with the general level of inflation or higher and may also be subject to other cost
         and supply fluctuations outside of our control.


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         While we have been able to partially offset inflation and other changes in the costs of key operating resources by gradually
         increasing prices for our menu items, coupled with more efficient purchasing practices, productivity improvements and
         greater economies of scale, there can be no assurance that we will be able to continue to do so in the future. From time to
         time, competitive conditions could limit our menu pricing flexibility. In addition, macroeconomic conditions could make
         additional menu price increases imprudent. There can be no assurance that all future cost increases can be offset by increased
         menu prices or that increased menu prices will be fully absorbed by our restaurant guests without any resulting changes in
         their visit frequencies or purchasing patterns. Substantially all of the leases for our restaurants provide for contingent rent
         obligations based on a percentage of revenues. As a result, rent expense will absorb a proportionate share of any menu price
         increases in our restaurants. There can be no assurance that we will continue to generate increases in comparable restaurant
         sales in amounts sufficient to offset inflationary or other cost pressures.


         Segment Reporting

         We operate upscale affordable dining restaurants under two brands that have similar economic characteristics, nature of
         products and services, class of customer and distribution methods. Therefore, we report our results of operations as one
         reporting segment in accordance with applicable accounting guidance.


         Recent Accounting Pronouncements

         The Financial Accounting Standards Board (―FASB‖) updated Accounting Standards Codification (―ASC‖) Topic 810,
         Consolidation , with amendments to improve financial reporting by enterprises involved with variable interest entities
         (formerly FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R) ). These amendments require an
         enterprise to perform an analysis to determine whether the enterprise‘s variable interest(s) give it a controlling financial
         interest in a variable interest entity. This guidance was effective for the annual reporting period beginning after
         November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods
         thereafter. We adopted this guidance and it had no material effect on our consolidated financial statements.

         The FASB also updated ASC Topic 855 , Subsequent Events , to establish general standards of accounting for and disclosing
         of events that occur after the balance sheet date but before financial statements are issued or are available to be issued
         (formerly FASB Statement No. 165, Subsequent Events ). This guidance was effective for interim and annual financial
         periods ending after June 15, 2009. Adoption of this guidance did not have a material effect on our consolidated financial
         statements. Our management has performed an evaluation of subsequent events through July 1, 2010, which is the date the
         consolidated financial statements were issued. There were no subsequent events noted as of the filing date of the registration
         statement of which this prospectus is a part.


         Quantitative and Qualitative Disclosures about Market Risk

         Interest Rate Risk

         We are subject to interest rate risk in connection with our long term indebtedness. Our principal interest rate exposure relates
         to the loans outstanding under our new senior credit facilities, which we anticipate will be payable at variable rates.
         Assuming entry into our new senior credit facilities and the incurrence of approximately $      million of borrowings
         thereunder, each eighth point change in interest rates on the variable rate portion of indebtedness under our new senior credit
         facilities would result in a $    million annual change in our interest expense.


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         Commodity Price Risk

         We are exposed to market price fluctuation in beef, seafood, produce and other food product prices. Given the historical
         volatility of beef, seafood, produce and other food product prices, these fluctuations can materially impact our food and
         beverage costs. While we have taken steps to qualify multiple suppliers and enter into agreements for some of the
         commodities used in our restaurant operations, there can be no assurance that future supplies and costs for such commodities
         will not fluctuate due to weather and other market conditions outside of our control. We are currently unable to contract for
         some of our commodities such as fresh seafood and certain produce for periods longer than one week. Consequently, such
         commodities can be subject to unforeseen supply and cost fluctuations. Dairy costs can also fluctuate due to government
         regulation. Because we typically set our menu prices in advance of our food product prices, we cannot immediately take into
         account changing costs of food items. To the extent that we are unable to pass the increased costs on to our guests through
         price increases, our results of operations would be adversely affected. We do not use financial instruments to hedge our risk
         to market price fluctuations in beef, seafood, produce and other food product prices at this time.


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                                                                  Business

         Our Business

         We are the owner and operator of two fast growing and leading Italian restaurant brands, BRAVO! Cucina Italiana
         (―BRAVO!‖) and BRIO Tuscan Grille (―BRIO‖). We have positioned our brands as multifaceted culinary destinations that
         deliver the ambiance, design elements and food quality reminiscent of fine dining restaurants at a value typically offered by
         casual dining establishments, a combination that we call ―Upscale Affordable.‖ Each of BRAVO! and BRIO provides its
         guests with affordable, high-quality cuisine prepared using fresh ingredients and authentic Italian cooking methods,
         combined with attentive service in an attractive, lively atmosphere. We strive to be the best Italian restaurant company in
         America and are focused on providing our guests an excellent dining experience through consistency of execution. We
         believe that both of our brands appeal to a broad base of consumers, especially to women whom we believe currently
         account for approximately 62% and 65% of our guest traffic at BRAVO! and BRIO, respectively.

         While our brands share certain corporate support functions to maximize efficiencies across our company, each brand
         maintains its own identity, therefore allowing both brands to be located in common markets. We have demonstrated our
         growth and the viability of our brands in a wide variety of markets across the U.S., growing from 49 restaurants in 19 states
         at the end of 2005 to 83 restaurants in 27 states as of March 28, 2010. From 2005 to 2009, our revenues increased from
         $198.8 million to $311.7 million, and our Adjusted EBITDA increased from $13.4 million to $34.8 million, representing
         compound annual growth rates (CAGR) of 11.9% and 27.0%, respectively. During this period, our Adjusted EBITDA
         margins have increased from 6.7% to 11.2%. See Note 4 to ―Selected Historical Consolidated Financial and Operating Data‖
         for a reconciliation of net income to EBITDA and to Adjusted EBITDA.


         BRAVO! Cucina Italiana

         BRAVO! Cucina Italiana is a full-service, Upscale Affordable Italian restaurant offering a broad menu of freshly-prepared
         classic Italian food served in a lively, high-energy environment with attentive service. The subtitle ―Cucina Italiana,‖
         meaning ―Italian Kitchen,‖ is appropriate since all cooking is done in full view of our guests, creating the energy of live
         theater. As of March 28, 2010, we owned and operated 46 BRAVO! restaurants in 19 states.

         BRAVO! offers a wide variety of pasta dishes, steaks, chicken, seafood and pizzas, emphasizing fresh, made-to-order,
         high-quality food that delivers an excellent value to guests. BRAVO! also offers creative seasonal specials, an extensive
         wine list, carry-out and catering. We believe that our high-quality offerings and generous portions, combined with our
         ambiance and friendly, attentive service, offer our guests an attractive price-value proposition. The average check for
         BRAVO! during the first quarter of 2010 was $19.37 per guest.

         The breadth of menu offerings at BRAVO! helps generate significant guest traffic at both lunch and dinner. Lunch entrées
         range in price from $8 to $18, while appetizers, pizzas, flatbreads and entrée salads range from $6 to $14. During the first
         quarter of 2010, the average lunch check for BRAVO! was $14.81 per guest. Dinner entrées range in price from $12 to $29
         and include a broad selection of fresh pastas, steaks, chicken and seafood. Dinner appetizers, pizzas, flatbreads and entrée
         salads range from $6 to $15. During the first quarter of 2010, the average dinner check for BRAVO! was $22.19 per guest.
         At BRAVO!, lunch and dinner represented 29.2% and 70.8% of revenues, respectively. Our average annual sales per
         comparable BRAVO! restaurant were $3.5 million in 2009.

         BRAVO!‘s architectural design incorporates interior features such as arched colonnades, broken columns, hand-crafted
         Italian reliefs, Arabescato marble and sizable wrought-iron chandeliers. We locate our BRAVO! restaurants in high-activity
         areas such as retail and lifestyle centers that are situated near commercial office space and high-density residential housing.


         BRIO Tuscan Grille

         BRIO Tuscan Grille is an Upscale Affordable Italian chophouse restaurant serving freshly-prepared, authentic northern
         Italian food in a Tuscan Villa atmosphere. BRIO means ―lively‖ or ―full of life‖ in Italian and draws its


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         inspiration from the cherished Tuscan philosophy of ―to eat well is to live well.‖ As of March 28, 2010, we owned and
         operated 37 BRIO restaurants in 17 states.

         The cuisine at BRIO is prepared using fresh, high-quality ingredients, with an emphasis on steaks, chops, fresh seafood and
         made-to-order pastas. BRIO also offers creative seasonal specials, an extensive wine list, carry-out and banquet facilities at
         select locations. We believe that our passion for excellence in service and culinary expertise, along with our generous
         portions, contemporary dining elements and ambiance, offers our guests an attractive price-value proposition. The average
         check for BRIO during the first quarter of 2010 was $25.12 per guest.

         BRIO offers lunch entrées that range in price from $10 to $18 and appetizers, sandwiches, flatbreads and entrée salads
         ranging from $8 to $15. During the first quarter of 2010, the average lunch check for BRIO was $17.90 per guest. Dinner
         entrées range in price from $14 to $30, while appetizers, sandwiches, flatbreads, bruschettas and entrée salads range from $8
         to $15. During the first quarter of 2010, the average dinner check for BRIO was $30.52 per guest. At BRIO, lunch and
         dinner represented 30.5% and 69.5% of revenues, respectively. Our average annual revenues per comparable BRIO
         restaurant were $4.8 million in 2009.

         The design and architectural elements of BRIO restaurants are important to the guest experience. The goal is to bring the
         pleasures of the Tuscan country villa to our restaurant guests. The warm, inviting ambiance of BRIO incorporates interior
         features such as antique hardwood Cypress flooring, arched colonnades, hand-crafted Italian mosaics, hand-crafted walls
         covered in an antique Venetian plaster, Arabescato marble and sizable wrought-iron chandeliers. BRIO is typically located
         in high-traffic, high-visibility locations in affluent suburban and urban markets.

         We also operate one Upscale Affordable American-French bistro restaurant in Columbus, Ohio under the brand ―Bon Vie.‖
         Our Bon Vie restaurant is included in the BRIO operating and financial data set forth in this prospectus.


         Our Business Strengths

         Our mission statement is to be the best Italian restaurant company in America by delivering the highest quality food and
         service to each guest...at each meal...each and every day . The following strengths help us achieve these objectives:

         Two Differentiated yet Complementary Brands. We have developed two premier Upscale Affordable Italian restaurant
         brands that are highly complementary and can be located in common markets. Both BRAVO! and BRIO have their own
         Corporate Executive Chef who develops recipes and menu items with differentiated flavor profiles and price points. Each
         brand features unique design elements and atmospheres that attract a diverse guest base as well as common guests who visit
         both BRAVO! and BRIO for different dining experiences. The differentiated qualities of our brands allow us to operate in
         significantly more locations than would be possible with one brand, including high-density residential areas, shopping malls,
         lifestyle centers and other high-traffic locations. Based on demographics, co-tenants and net investment requirements, we
         can choose between our two brands to determine which is optimal for a location and thereby generate highly attractive
         returns on our investment.

         Our brands are designed to have broad guest appeal at two different price points. We focus on choosing the right brand for a
         specific site based on population density and demographics. Management targets markets with $65,000 minimum annual
         household income and a population density of 125,000 residents within a particular trade area for BRAVO! and $70,000
         minimum annual household income and a population density of 150,000 residents within a particular trade area for BRIO.
         We have a business model that maintains quality and consistency on a national basis while also having the flexibility to cater
         to the specific characteristics of a particular market. We have a proven track record of successfully opening new restaurants
         in a number of diverse real estate locations, including both freestanding and in-line with other national retailers. In addition,
         we believe the flexibility of our restaurant design is a competitive advantage that allows us to open new restaurants in
         attractive markets without being limited to a standard prototype.

         Our brands maintain several common qualities, including certain design elements such as chandeliers and marble and granite
         counter tops, that help reduce building and construction costs and create consistency for our guests.


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         We share best practices in service, preparation and food quality across both brands. In addition, we share services such as
         real estate development, purchasing, human resources, marketing and advertising, information technology, finance and
         accounting, allowing us to maximize efficiencies across our company as we continue our growth.

         Broad Appeal with Attractive Guest Base. We provide an upscale, yet inviting, atmosphere attracting guests from a variety
         of age groups and economic backgrounds. We believe our brands offer the highest quality food, service and ambiance when
         compared to other national competitors in the multi-location Italian restaurant category. We provide our guests an Upscale
         Affordable dining experience at both lunch and dinner, which attracts guests from both the casual dining and fine dining
         segments. We locate our restaurants in high-traffic suburban and urban locations to attract primarily local patrons with
         limited reliance on business travelers. Our blend of location, menu offerings and ambiance is designed to appeal to women, a
         key decision-maker when deciding where to dine and shop. We believe that women currently account for approximately
         62% and 65% of our guest traffic at BRAVO! and BRIO, respectively. This positioning helps make our restaurants attractive
         for developers and landlords. We have also cultivated a loyal guest base, with a majority of our guests dining with us at least
         once a month.

         Superior Dining Experience and Value. The strength of our value proposition lies in our ability to provide high-quality,
         freshly-prepared Italian cuisine in a lively restaurant atmosphere with highly attentive guest service at an attractive price
         point. We believe that the dining experiences we offer, coupled with an attractive price-value relationship, helps us create
         long-term, loyal and highly satisfied guests.

              • The Food. We offer made-to-order menu items prepared using traditional Italian culinary techniques with an
                emphasis on fresh ingredients and authentic recipes. Our food menu is complemented by a wine list that offers both
                familiar varieties as well as wines exclusive to our restaurants. An attention to detail, culinary expertise and focused
                execution reflects our chef-driven culture. Each brand‘s menu has its own distinctive flavor profile, with BRAVO!
                favoring the more classic Italian cuisine that includes a variety of pasta dishes and pizzas and BRIO favoring a
                broader selection of premium steaks, chops, seafood, flatbreads, bruschettas and pastas. All of our new menu items
                are developed by our Corporate Executive Chefs through a six month ideation process designed to meet our high
                standards of quality and exceed our guests‘ expectations.

              • The Service. We are committed to delivering superior service to each guest, at each meal, each and every day. We
                place significant emphasis on maintaining high waitstaff-to-table ratios, thoroughly training all service personnel on
                the details of each menu item and staffing each restaurant with experienced management teams to ensure consistent
                and attentive guest service. An attention to detail, culinary expertise and focused execution underscores our
                chef-driven culture. Only trained, experienced chefs and culinary staff are hired and allowed to operate in the kitchen.
                Best-in-class service standards are designed to ensure satisfied guests and attract both new and repeat guest traffic.

              • The Experience. Lively, high-energy environments blending dramatic design elements with a warm and inviting
                atmosphere create a memorable guest experience. Signature architectural and décor elements include the lively
                theatre of exhibition kitchens, high ceilings, white tablecloths, a centerpiece bar and relaxing patio areas. In addition,
                the majority of our restaurants include attractive outdoor patios with full bar and dining areas at the front of our
                restaurants that create an exciting and inviting atmosphere for our guests. These elements, along with our superior
                service and value, help form a bond between our guests and our restaurants, encouraging guest loyalty and more
                frequent visits.

         Nationally Recognized Restaurant Anchor. Our differentiated brands, the attractive demographics of our guests and the
         high number of weekly guest visits to our restaurants have positioned us as a preferred tenant and the multi-location Italian
         restaurant company of choice for national and regional real estate developers. Landlords and developers seek out our
         concepts to be restaurant anchors for their developments as they are highly complementary to national retailers such as
         Apple, Williams Sonoma and J. Crew, having attracted on average between 3,000-5,000 guests per restaurant each week in
         2009. As a result of the importance of our brands to the retail centers in which we are located, we are often able to negotiate
         the prime location within a center and favorable real estate terms, which helps to drive strong returns on capital for our
         shareholders.

         Compelling Unit Economics. We have successfully opened and operated both of our brands in multiple geographic regions
         and achieved attractive rates of return on our invested capital, providing a strong foundation for expansion in both new and
         existing markets. Our ability to grow rapidly and efficiently in all market conditions is evidenced


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         through our strong track record of new restaurant openings, including our 2009 openings which generated one of the best
         year-one returns on investment in our history. Under our current investment model, BRAVO! restaurant openings require a
         net cash investment of approximately $1.8 million and BRIO restaurant openings require a net cash investment of
         approximately $2.2 million. We target a cash-on-cash return beginning in the third operating year for both of our restaurants
         of between 30% and 40%.

         Management Team with Proven Track Record. We have assembled a tested and proven management team with significant
         experience operating public companies. Our management team is led by our CEO and President, Saed Mohseni, former CEO
         of McCormick & Schmick‘s Seafood Restaurants, Inc., who joined the company in February 2007. Since Mr. Mohseni‘s
         arrival, we have continued to open new restaurants despite the economic recession. These new restaurant openings have been
         a key driver of our growth in revenue and Adjusted EBITDA, which have increased 29.1% and 89.0%, respectively, between
         the years ended 2006 and 2009. In addition to new restaurant growth, we have also implemented a number of revenue and
         margin enhancing initiatives such as our wine by the glass offerings, wine flights, dessert trays and a new bar menu. These
         programs were strategically implemented to improve our guest experience and maintain our brand image, as opposed to the
         discounting programs initiated by many of our competitors. In addition, we have improved our labor efficiencies and food
         cost management, which helped to drive our margin increases and improved our restaurant-level profitability. These changes
         resulted in an increase in our restaurant-level operating margin from 16.0% in 2006 to 17.4% in 2009, a 140 basis point
         improvement. Restaurant-level operating margin represents our revenues less total restaurant operating costs, as a percentage
         of our revenues.


         Our Growth Strategies

         We believe our restaurants have significant growth potential due to our Upscale Affordable positioning, strong unit
         economics, proven track record of financial results and broad guest appeal. Our growth model is comprised of the following
         three primary drivers:

         Pursue Disciplined Restaurant Growth. We believe that there are significant opportunities to grow our brands on a
         nationwide basis in both existing and new markets where we believe we can generate attractive unit level economics. We are
         pursuing a disciplined growth strategy for both of our brands. We believe that each brand is at an early stage of its
         expansion.

         We have built a scalable infrastructure and have successfully grown our restaurant base through a challenging market
         environment. Despite difficult economic conditions, we opened seven new restaurants in 2009. We continue to grow in
         2010, having opened two new restaurants in each of the first and second quarters of 2010, with one additional restaurant
         planned to be opened later this year. We plan to open five to six new restaurants in 2011 and aim to open between 45 and 50
         new restaurants over the next five years.

         Grow Existing Restaurant Sales. We will continue to pursue targeted local marketing efforts and evaluate operational
         initiatives designed to increase unit volumes without relying on the margin-eroding discounting programs adopted by many
         of our competitors.

         Initiatives at BRAVO! include increasing online ordering, which generates a higher average per person check compared to
         our current carry-out business, expanding local restaurant marketing and promoting our patio business. Other initiatives
         include promoting our bar program through martini night and happy hour programs and expanding our feature cards to
         include appetizers and desserts.

         At BRIO, we are promoting our bar programs, implementing wine flights and dessert trays introducing a new bar menu and
         expanding the selection of wines by the glass. In addition, we believe there is an opportunity to expand our banquet and
         special events catering business. Our banquet and special events catering business typically generates a higher average per
         person check than our dining rooms and, as a result of reduced labor costs relative to revenue, allows us to achieve higher
         margins on those revenues.

         We believe our existing restaurants will benefit from increasing brand awareness as we continue to enter new markets. In
         addition, we may selectively remodel existing units to include additional seating capacity to increase revenue.


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         Maintain Margins Throughout Our Growth. We will continue to aggressively protect our margins using economies of
         scale, including marketing and purchasing synergies between our brands and leveraging our corporate infrastructure as we
         continue to open new restaurants. Additional margin enhancement opportunities include increasing labor efficiency through
         the use of scheduling tools, menu engineering and other operating cost reduction programs.


         Real Estate

         As of June 27, 2010, we leased 81 and owned four restaurant sites, of which 75 are located adjacent to or in lifestyle centers
         and/or shopping malls and ten are free-standing units strategically positioned in high-traffic areas. On average, our
         restaurants range in size from 6,000 to 9,000 square feet. Since the end of 2005, we have opened 40 new locations and
         converted, relocated or closed 4 locations. We consider our ability to locate and secure attractive real estate locations for new
         restaurants a key differentiator and long-term success factor. The majority of our leases provide for minimum annual rentals
         and contain percentage-of-sales rent provisions against which the minimum rent is applied. A significant percentage of our
         leases also provide for periodic escalation of minimum annual rent based upon increases in the Consumer Price Index.
         Typically, our leases are ten or 15 years in length with two, five-year extension options.


         Site Selection Process

         Part of our growth strategy is to develop a nationwide system of restaurants. We have developed a disciplined site
         acquisition and qualification process incorporating management‘s experience as well as extensive data collection, analysis
         and interpretation. We are actively developing BRAVO! and BRIO restaurants in both new and existing markets, and we
         will continue to expand in major metropolitan areas throughout the U.S. Management closely analyzes traffic patterns,
         demographic characteristics, population density, level of affluence and consumer attitudes or preferences. In addition,
         management carefully evaluates the current or expected co-retail and restaurant tenants in order to accurately assess the
         attractiveness of the identified area.

         BRAVO! and BRIO are highly sought after by the owners and developers of upscale shopping centers and mixed use
         projects. We are therefore typically made aware of new developments and opportunities very early on in their selection
         process. In addition to our real estate personnel and broker network actively seeking locations, we do site screening on
         projects that are brought to our attention in the planning phases. Additionally, BRAVO! and BRIO are among a short list of
         multi-location restaurants that are specifically named as co-tenants by highly-respected national retailers.


         Design

         BRAVO! and BRIO restaurants integrate critical design elements of each brand while making each restaurant unique.
         Consideration is taken with each design to incorporate the center‘s architecture and other regional design elements while still
         maintaining certain critical features that help identify our brands. Our interiors, while timeless and inviting, incorporate
         current trends that give our restaurants a sophisticated yet classic feel. This flexibility of design allows us to build one and
         two story restaurants and to place restaurants in a variety of locales, including ground up locations, in-line locations and
         conversions of office, retail and restaurant space.

         The flexibility of our concepts has enabled us to open restaurants in a wide variety of locations, including high-density
         residential areas, shopping malls, lifestyle centers and other high-traffic locations. On average, it takes us approximately 12
         to 18 months from identification of the specific site to opening the doors for business. In order to maintain consistency of
         food, guest service and atmosphere at our restaurants, we have set processes and timelines to follow for all restaurant
         openings to ensure they stay on schedule.

         The identification of new sites along with their development and construction are the responsibilities of the Company‘s Real
         Estate Development Group. Several project managers are responsible for building the restaurants, and several staff members
         deal with purchasing, project management, budgeting, scheduling and other administrative functions. Senior management
         reviews the comprehensive studies provided by the Real Estate Development Group to determine which regions to pursue
         prior to any new restaurant development.


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         New Restaurant Development

         We have successfully opened 40 new locations and converted, relocated or closed 4 locations since the end of 2005.
         Management believes it is well-positioned to continue its trend of disciplined unit expansion through its new restaurant
         pipeline. We maintain a commitment to strengthening our core markets while also pursuing attractive locations in a wide
         variety of new markets. We aim to open between 45 and 50 new restaurants over the next five years. New restaurants will
         typically range in size from 7,000 to 9,000 square feet and are expected to generate a first year average unit volume of
         approximately $3.5 million and $4.8 million for BRAVO! and BRIO, respectively.


         Restaurant Operations

         We currently have 14 district managers that report directly to one of our two Senior Vice Presidents of Operations for our
         brands, who in turn each report to our Chief Executive Officer. Each restaurant district manager supervises the operations of
         five to eight restaurants in their respective geographic areas, and is in frequent contact with each location. The staffing at our
         restaurants typically consists of a general manager, two to four assistant managers, an executive chef and one to three sous
         chefs. In addition, our restaurants typically employ 60 to 200 hourly employees. Our operational philosophy is as follows:

              • Offer High-Quality Italian Food and Wines. We seek to differentiate ourself from other multi-location restaurants
                by offering affordable, high-quality cuisine prepared using fresh ingredients and authentic Italian cooking methods.
                To ensure that the menu is consistently prepared to our high standards, we have developed a comprehensive ten week
                management training program. As part of their skill preparation, all of our executive chefs perform a cooking
                demonstration. This enables our Corporate Executive Chefs to evaluate a candidate‘s skill set. All executive chefs are
                required to complete ten weeks of kitchen training, including mastering all stations, ordering, receiving and inventory
                control. Due to our high average unit volumes, the executive chefs are trained throughout the ten weeks to ensure that
                their food is consistently prepared on a timely basis. In addition, all executive chefs are trained on product and labor
                management programs to achieve maximum efficiencies. Both of these tools reinforce our commitment to training
                our employees to run their business from a profit and loss perspective, as well as the culinary side.

              • Deliver Superior Guest Service. Significant time and resources are spent in the development and implementation of
                our training programs, resulting in a comprehensive service system for both hourly service people and management.
                We offer guests prompt, friendly and efficient service, keeping waitstaff-to-table ratios high, and staffing each
                restaurant with experienced ―on the floor‖ management teams to ensure consistent and attentive guest service. We
                employ food runners to ensure prompt delivery of fresh dishes at the appropriate temperature, thus allowing the
                waitstaff to focus on overall guest satisfaction. All service personnel are thoroughly trained in the specific flavors of
                each dish. Using a thorough understanding of our menu, the servers assist guests in selecting menu items
                complementing individual preferences.

              • Leverage Our Partnership Management Philosophy. A key element to our current expansion and success has been
                the development of our partnership management philosophy, which is based on the premise that active and ongoing
                economic participation (via a bonus plan) by each restaurant‘s general manager, executive chef, assistant managers
                and sous chefs is essential to long-term success. The purpose of this structure is to attract and retain an experienced
                management team, incentivize the team to execute our strategy and objectives and provide stability to the operating
                management team. This program is offered to all restaurant management. This provides our management team with
                the financial incentive to develop people, build lifelong guests and operate their restaurants in accordance with our
                standards.


         Sourcing and Supply

         To ensure the highest quality menu ingredients, raw materials and other supplies, we continually research and evaluate
         products. We contract with Distribution Market Advantage, or DMA, a cooperative of multiple food distributors located
         throughout the nation, and US Foodservice for the broadline distribution of most of our food products. We utilize a primary
         distributor, GFS, for the majority of our food distribution under the DMA agreement. We negotiate pricing and volume
         terms directly with certain of our key suppliers through DMA and


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         US Foodservice. Currently, we have pricing understandings with several key suppliers, including our suppliers of poultry,
         certain seafood products, dairy products, soups and sauces, bakery items and certain meat products. Our restaurants place
         orders directly with GFS or US Foodservice and maintain regular distribution schedules.

         In addition to our broadline distribution arrangements, we utilize direct distribution for several products, including a majority
         of our meat deliveries, produce and non-alcoholic beverages. Our purchasing contracts are generally negotiated annually and
         cover substantially all of our requirements for a specific product. Our contracts typically provide either for fixed or variable
         pricing based on an agreed upon cost-plus formula and require that our suppliers deliver directly to our distributors. We are
         currently under a fixed-price contract through March 2011 with our direct meat distributor that covers a large portion of our
         meat requirements and a mixed fixed-price and market-based contract with our poultry supplier that covers substantially all
         of our poultry requirements through December 2010. Produce is supplied to our restaurants by a cooperative of local
         suppliers. We are currently under a mixed fixed price and market-based contract with our national produce management
         companies that continues through October 2010. We are currently under contract with our principal non-alcoholic beverage
         provider through the later of 2013 or when certain minimum purchasing thresholds are satisfied. Our ability to arrange
         national distribution of alcoholic beverages is restricted by state law; however, where possible, we negotiate directly with
         spirit companies and/or national distributors. We also contract with a third party provider to source, maintain and remove our
         cooking shortening and oil systems.

         We have a procurement strategy for all of our product categories that includes contingency plans for key products,
         ingredients and supplies. These plans include selecting suppliers that maintain alternate production facilities capable of
         satisfying our requirements, or in certain instances, the approval of secondary suppliers or alternative products. We believe
         our procurement strategy will allow us to obtain sufficient product quantities from other sources at competitive prices.


         Food Safety

         Providing a safe and clean dining experience for our guests is essential to our mission statement. We have taken steps to
         mitigate food quality and safety risks, including designing and implementing a training program for our chefs, hourly service
         people and managers focusing on food safety and quality assurance. In addition, we include food safety standards and
         proceeds in every recipe for our cooks. We also consider food safety and quality assurance when selecting our suppliers. Our
         suppliers are inspected by federal, state and local regulators or other reputable, qualified inspection services, which helps
         ensure their compliance will all federal food safety and quality guidelines.


         Marketing and Advertising

         Our restaurants have generated broad appeal due to their high-quality food, service and ambiance. The target audience for
         BRAVO! and BRIO is college-educated professionals, ages 35-65, and their families that dine out frequently for social or
         special occasions. Our marketing strategy is designed to promote and build brand awareness while retaining local
         neighborhood relationships by focusing on driving comparable restaurant sales growth by increasing frequency of visits by
         our current guests as well as attracting new guests. Our marketing strategy also focuses on generating brand awareness at
         new store openings.


         Local Restaurant Marketing

         A significant portion of our marketing budget is spent on point-of-sale materials to communicate and promote key brand
         initiatives to our guests while they are dining in our restaurants. We believe that our initiatives, such as seasonal menu
         changes, holiday promotions, bar promotions, private party and banquet offerings, contribute to repeat guest visits for
         multiple occasions and drive brand awareness and loyalty.

         A key aspect of our local store marketing strategy is developing community relationships with local schools, churches,
         hotels, chambers of commerce and residents. We place advertisements with junior high and high school athletic programs,
         school newspapers and special event programs as well as weekly bulletins for churches. We believe courting and catering to
         local hotel concierges or hosting annual receptions drives traveler recommendations


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         for BRAVO! and BRIO. Participating in off-site food and charity fairs and events allows us to make contact with local
         families. Hosting chamber of commerce meetings and mixers, advertising in newsletters and sending out e-blasts have also
         been successful in reaching the business community. Our restaurant managers are closely involved in developing and
         implementing the majority of the local store marketing programs.


         Advertising

         We spend a limited amount of our marketing budget on various advertising outlets, including print, radio, direct mail and
         outdoor, to build brand awareness. These advertisements are designed to emphasize the quality and consistency of BRAVO!
         and BRIO‘s food and service and the superior guest experience we offer in a warm and inviting atmosphere. Direct mail is
         primarily used for new store openings but has also been employed to promote special holiday offers and events.


         New Restaurant Openings

         We use the openings of new restaurants as opportunities to reach out to various media outlets as well as the local
         community. Local public relations firms are retained to assist BRAVO! and BRIO with obtaining appearances on radio and
         television cooking shows, establishing relationships with local charities and gaining coverage in local newspapers and
         magazines. We employ a variety of marketing techniques to promote new openings along with press releases, direct mail,
         e-marketing and other local restaurant marketing activities, which include concierge parties, training lunches and dinners
         with local residents, media, community leaders and businesses. In addition, we typically partner with a local charity and host
         an event in connection with our grand openings.


         E-Marketing & Social Media

         We have increased our use of e-marketing tools, which enables us to reach a significant number of people in a timely and
         targeted fashion at a fraction of the cost of traditional media. We believe that BRAVO! and BRIO guests are frequent
         Internet users and will explore e-applications to make dining decisions or to share dining experiences. We have set up
         Facebook and Twitter pages and developed mobile applications for BRAVO! and BRIO, along with advertising on
         weather.com, citysearch.com, yelp.com and urbanspoon.com. We anticipate allocating an increasing amount of marketing
         budget toward this rapidly growing area.


         Training and Employee Programs

         We conduct comprehensive training programs for our management, hourly employees and corporate personnel. Our training
         department provides a series of formulated training modules that are used throughout our company, including leadership
         training, team building, food safety certification, alcohol safety programs, guest service philosophy training, sexual
         harassment training and others. All training materials are kept up-to-date and stored on our corporate ―PASTAnet‖ internal
         web site for individual restaurants to access as needed. E-learning is utilized for several management training modules as
         trainees progress through our ten week management training program. Once management training is completed in the
         respective restaurants, all management trainees are brought to our corporate offices for three days of classroom certification
         and testing.

         Team member selection has been developed to include pre-employment assessment at all levels, from hourly through
         multi-restaurant management candidates. These selection reports help to bring objectivity to the selection process.
         Customized standards have been created for the company that utilize our strongest performers as the behavioral model for
         future new hires.

         Our training process in connection with opening new restaurants has been refined over the course of our experience.
         Regional trainers oversee and conduct both service and kitchen training and are on site through the first two weeks of
         opening. The regional trainers lend support and introduce our standards and culture to the new team. We believe that hiring
         the best available team members and committing to their training helps keep retention high during the restaurant opening
         process.


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         Several development programs have been instrumental to our long term success. The ―Rising Star‖ program was created as
         part of our Bravo Brio Restaurant Group University (BBRGU) to develop aspiring hourly team members into assistant
         managers and chefs. The key element of the Rising Star program is to provide upward mobility within the organization,
         utilizing existing labor hours in the restaurants for focused training for the most promising employees. Many of our general
         managers and executive chefs have gained their positions through internal promotions as a result of this program. Once an
         employee is identified as a potential leader through observation and assessment, a customized development program is
         designed that incorporates mentoring, coaching and training. Business classes for additional restaurant management skill and
         leadership traits are also offered through BBRGU at our corporate office.


         Management Information Systems

         Restaurant level financial and accounting controls are handled through a sophisticated point-of-sale (―POS‖) cash register
         system and computer network in each restaurant that communicates with our corporate headquarters. The POS system is also
         used to authorize and transmit credit card sales transactions. All of our restaurants use MICROS RES 3700 software with
         state-of-the-art equipment. Our restaurant communications are comprised of cable, DSL, Fractional T1 and T1 lines. Our
         restaurants use MICROS back-office applications to manage the business and control costs. The applications that are part of
         the back-office tools are Product Management, Financial Management and Labor Management. These systems integrate with
         the MICROS RES 3700 software. Product Management helps drive food and beverage costs down by identifying kitchen or
         bar inefficiencies and, through the menu engineering capabilities, it aides in enhancing profitability. Labor Management
         provides the ability to schedule labor and manage labor costs, including time clock governance that does not allow an
         employee to ―clock in‖ more than a designated amount of time before a scheduled shift.

         In 2008, we implemented the Lawson 9.0 software platform as our ERP system. Its core subsystems include GL, AP,
         construction accounting, Payroll and Human Resources. The data pulled from the restaurants is integrated into the Lawson
         system and a data warehouse. This data provides visibility to allow us to better analyze the business. In 2009, we focused on
         re-designing our guest facing websites to provide a distinct brand image on each website, as well as allowing us to elevate
         our message to our guests. As part of the redesign, we included search engine optimization into the websites
         (www.bbrg.com, www.bravoitalian.com, www.brioitalian.com, www.bon-vie.com). We are currently focusing on providing
         Online Ordering for BRAVO! via our website. Also in 2009, we implemented an internal website called PASTAnet. This
         intranet site utilizing Microsoft Sharepoint provides us with the ability to collaborate, communicate, train and share
         information between the restaurants and our corporate office.


         Government Regulation

         We are subject to numerous federal, state and local laws affecting our business. Each of our restaurants is subject to
         licensing and regulation by a number of government authorities, which may include alcoholic beverage control, nutritional
         information disclosure, health, sanitation, environmental, zoning and public safety agencies in the state or municipality in
         which the restaurant is located.

         During 2009, approximately 19.5% of our restaurant sales were attributable to alcoholic beverages. Alcoholic beverage
         control regulations require each of our restaurants to apply to a state authority and, in certain locations, county and municipal
         authorities, for licenses and permits to sell alcoholic beverages on the premises. Typically, licenses must be renewed
         annually and may be subject to penalties, temporary suspension or revocation for cause at any time. Alcoholic beverage
         control regulations impact many aspects of the daily operations of our restaurants, including the minimum ages of patrons
         and staff members consuming or serving these beverages, respectively; staff member alcoholic beverage training and
         certification requirements; hours of operation; advertising; wholesale purchasing and inventory control of these beverages;
         the seating of minors and the servicing of food within our bar areas; special menus and events, such as happy hours; and the
         storage and dispensing of alcoholic beverages. State and local authorities in many jurisdictions routinely monitor compliance
         with alcoholic beverage laws.


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         We are subject to dram shop statutes in most of the states in which we operate, which generally provide a person injured by
         an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the
         intoxicated person.

         Various federal and state labor laws govern our operations and our relationships with our staff members, including such
         matters as minimum wages, breaks, overtime, fringe benefits, safety, working conditions and citizenship or work
         authorization requirements. We are also subject to the regulations of the U.S. Citizenship and Immigration Services and
         U.S. Customs and Immigration Enforcement. In addition, some states in which we operate have adopted immigration
         employment laws which impose additional conditions on employers. Even if we operate our restaurants in strict compliance
         with the laws, rules and regulations of these federal and state agencies, some of our staff members may not meet federal
         citizenship or residency requirements or lack appropriate work authorizations, which could lead to a disruption in our work
         force. Significant government-imposed increases in minimum wages, paid or unpaid leaves of absence, sick leave, and
         mandated health benefits, or increased tax reporting, assessment or payment requirements related to our staff members who
         receive gratuities, could be detrimental to the profitability of our restaurants operations. Further, we are continuing to assess
         the impact of recently-adopted federal health care legislation on our health care benefit costs. The imposition of any
         requirement that we provide health insurance benefits to staff members that are more extensive than the health insurance
         benefits we currently provide, or the imposition of additional employer paid employment taxes on income earned by our
         employees, could have an adverse effect on our results of operations and financial position. Our suppliers also may be
         affected by higher minimum wage and benefit standards, which could result in higher costs for goods and services supplied
         to us. In addition, while we carry employment practices insurance covering a variety of labor-related liability claims, a
         settlement or judgment against us that is uninsured or in excess of our coverage limitations could have a material adverse
         effect on our results of operations, liquidity, financial position or business.

         Recent federal legislation enacted in March 2010 will require chain restaurants with 20 or more locations in the United
         States to comply with federal nutritional disclosure requirements. A number of states, counties and cities have also enacted
         menu labeling laws requiring multi-unit restaurant operators to disclose certain nutritional information available to guests, or
         have enacted legislation restricting the use of certain types of ingredients in restaurants. Although the federal legislation is
         intended to preempt conflicting state or local laws on nutrition labeling, until we are required to comply with the federal law
         we will be subject to a patchwork of state and local laws and regulations regarding nutritional content disclosure
         requirements. Many of these requirements are inconsistent or are interpreted differently from one jurisdiction to another.
         While our ability to adapt to consumer preferences is a strength of our concepts, the effect of such labeling requirements on
         consumer choices, if any, is unclear at this time.

         There is also a potential for increased regulation of food in the United States. For example, the United States Congress is
         currently considering food safety legislation that is expected to greatly expand the FDA‘s authority over food safety. If this
         legislation is enacted, we cannot assure you that it will not impact our industry. Additional requirements may also be
         imposed by state and local authorities. Additionally, our suppliers may initiate or otherwise be subject to food recalls that
         may impact the availability of certain products, result in adverse publicity or require us to take other actions that could be
         costly for us or otherwise harm our business.

         We are subject to a variety of federal and state environmental regulations concerning the handling, storage and disposal of
         hazardous materials, such as cleaning solvents, and the operation of restaurants in environmentally sensitive locations may
         impact aspects of our operations. During fiscal 2009, there were no material capital expenditures for environmental control
         facilities, and no such expenditures are anticipated.

         Our facilities must comply with the applicable requirements of the Americans with Disabilities Act of 1990 (―ADA‖) and
         related federal and state statutes. The ADA prohibits discrimination on the basis of disability with respect to public
         accommodations and employment. Under the ADA and related federal and state laws, we must make access to our new or
         significantly remodeled restaurants readily accessible to disabled persons. We must also make reasonable accommodations
         for the employment of disabled persons.

         We have a significant number of hourly restaurant staff members who receive income from gratuities. We have elected to
         voluntarily participate in a Tip Reporting Alternative Commitment (―TRAC‖) agreement with the IRS. By complying with
         the educational and other requirements of the TRAC agreement, we reduce the likelihood of


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         potential employer-only FICA tax assessments for unreported or underreported tips. However, we rely on our staff members
         to accurately disclose the full amount of their tip income and our reporting on the disclosures provided to us by such tipped
         employees.


         Intellectual Property

         We currently own six separate registrations in connection with restaurant service from the United States Patent and
         Trademark Office for the following trademarks: BRAVO! ® , BRAVO! Cucina Italiana ® , Cucina BRAVO! Italiana ® ,
         BRAVO! Italian Kitchen ® , Brio ® , Brio Tuscan Grille TM and Bon Vie ® . Our registrations confer a federally recognized
         exclusive right for us to use these trademarks throughout the United States, and we can prevent the adoption of confusingly
         similar trademarks by other restaurants that do not possess superior common law rights in particular markets. An important
         part of our intellectual property strategy is the monitoring and enforcement of our rights in markets in which our restaurants
         currently exist or markets which we intend to enter in the future. We also monitor trademark registers to oppose the
         registration of confusingly similar trademarks or to limit the expansion of existing trademarks with superior common law
         rights.

         We enforce our rights through a number of methods, including the issuance of cease-and-desist letters or making
         infringement claims in federal court. If our efforts to protect our intellectual property are inadequate, or if any third party
         misappropriates or infringes on our intellectual property, the value of our brands may be harmed, which could have a
         material adverse effect on our business and might prevent our brands from achieving or maintaining market acceptance.


         Restaurant Industry Overview

         According to the National Restaurant Association (the ―NRA‖), U.S. restaurant industry sales in 2009 were $566 billion and
         projected to grow 2.5% to $580 billion in 2010, representing approximately 3.9% of the U.S. gross domestic product.
         According to the NRA, the U.S. restaurant industry has grown at a compound annual growth rate of 6.7% since 1970.
         Technomic, Inc., a national consulting market research firm, reported that the U.S. full-service Italian segment had
         $15 billion of sales in 2009 and the top 100 restaurants within this segment have had a compounded annual growth rate of
         11.8% since 1989.

         The NRA projects that 49% of total U.S. food expenditures will be spent at restaurants in 2010, up from 25% in 1955. Real
         disposable personal income, a key indicator of restaurant industry sales, is projected to increase 1.5% in 2010, following an
         increase of 1.3% in 2009. We believe that the increase in purchases of ―food-away-from-home‖ is attributable to
         demographic, economic and lifestyle trends, including the following factors:

              • the rise in the number of women in the market place;

              • increase in average household income;

              • an aging U.S. population; and

              • an increased willingness by consumers to pay for the convenience of meals prepared outside of their homes.

         The restaurant industry is comprised of multiple segments, including casual dining. The casual dining segment can be further
         sub-divided into representative casual and upscale casual dining. The upscale casual dining segment is differentiated by
         freshly prepared and innovative food, flavorful recipes with creative presentations and decor. Upscale casual dining is
         positioned differently than representative casual dining, with standards that are much closer to fine dining. Technomic, Inc.,
         predicts that the most successful operators will be those which can target customers for diverse occasions and needs, as well
         as cater for new daypart and menu opportunities to reflect changing attitudes and behaviors.


         Competition

         The restaurant business is intensely competitive with respect to food quality, price-value relationships, ambiance, service and
         location, and is affected by many factors, including changes in consumer tastes and discretionary spending patterns,
         macroeconomic conditions, demographic trends, weather conditions, the cost and availability of raw materials, labor and
         energy and government regulations. Any change in these or other related factors could
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         adversely affect our restaurant operations. The main competitors for our brands are mid-priced, full service concepts in the
         multi-location, upscale casual dining segment including Maggiano‘s, Cheesecake Factory, BJ‘s Restaurants and P.F.
         Chang‘s, as well as high quality, locally owned and operated Italian restaurants.

         There are a number of well-established competitors with substantially greater financial, marketing, personnel and other
         resources than ours. In addition, many of our competitors are well established in the markets where our operations are, or in
         which they may be, located. While we believe that our restaurants are distinctive in design and operating concept, other
         companies may develop restaurants that operate with similar concepts. In addition, with improving product offerings at fast
         casual restaurants, quick-service restaurants and grocery stores, consumers may choose to trade down to these alternatives,
         which could also negatively affect our financial results.


         Employees

         As of June 27, 2010, we had approximately 8,000 employees of whom approximately 80 were corporate management and
         staff personnel, approximately 500 were restaurant managers or trainees, and approximately 7,400 were employees in
         non-management restaurant positions. None of our employees are unionized or covered by a collective bargaining
         agreement. We believe that we have good relations with our employees.


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         Properties

         The following table sets forth our restaurant locations as of June 27, 2010.


                                                                                                                         Number of
         Location                                                                                                        Restaurants


         Alabama                                                                                                                    1
         Arkansas                                                                                                                   1
         Arizona                                                                                                                    2
         Connecticut                                                                                                                1
         Colorado                                                                                                                   2
         Florida                                                                                                                    9
         Georgia                                                                                                                    2
         Illinois                                                                                                                   3
         Indiana                                                                                                                    3
         Iowa                                                                                                                       1
         Kansas                                                                                                                     1
         Kentucky                                                                                                                   2
         Louisiana                                                                                                                  2
         Michigan                                                                                                                   6
         Missouri                                                                                                                   4
         Maryland                                                                                                                   1
         Nevada                                                                                                                     1
         New Jersey                                                                                                                 1
         New Mexico                                                                                                                 1
         New York                                                                                                                   2
         North Carolina                                                                                                             4
         Ohio                                                                                                                      16
         Oklahoma                                                                                                                   1
         Pennsylvania                                                                                                               6
         Tennessee                                                                                                                  1
         Texas                                                                                                                      5
         Virginia                                                                                                                   4
         Wisconsin                                                                                                                  2
         Total                                                                                                                     85

         In addition to the restaurant locations set forth above, we also have one restaurant currently in development in Delaware that
         we expect to open in the fourth quarter of 2010.

         We own four properties, two in Ohio and one in each of Indiana and Pennsylvania, and operate restaurants on each of these
         sites. We lease the remaining land and buildings used in our restaurant operations under various long-term operating lease
         agreements. The initial lease terms range from ten to 20 years and currently expire between 2011 and 2027. The leases
         include renewal options for two to 20 additional years. The majority of our leases provide for base (fixed) rent, plus
         additional rent based on gross sales (as defined in each lease agreement) in excess of a stipulated amount, multiplied by a
         stated percentage. We are also generally obligated to pay certain real estate taxes, insurances, common area maintenance
         charges and various other expenses related to the properties. The term of one lease relating to the restaurant locations set
         forth above is set to expire in 2011 but may be


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         renewed at our option for an additional five year term expiring in 2015. Our main office is also leased and is located at 777
         Goodale Boulevard, Suite 100, Columbus, Ohio 43212.


         Legal Proceedings

         Occasionally we are a party to various legal actions arising in the ordinary course of our business including claims resulting
         from ―slip and fall‖ accidents, employment related claims and claims from guests or employees alleging illness, injury or
         other food quality, health or operational concerns. None of these types of litigation, most of which are covered by insurance,
         has had a material effect on us, and as of the date of this prospectus, we are not a party to any material pending legal
         proceedings and are not aware of any claims that could have a materially adverse effect on our financial position, results of
         operations, or cash flows.


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                                                                 Management

         Executive Officers and Directors

         The following table sets forth certain information with respect to our executive officers and directors as of June 27, 2010.


         Nam
         e                                                       Age      Position
         Alton F. Doody, III                                      51      Founder, Director and Chairman
         Saed Mohseni                                             48      Director, President and Chief Executive Officer
         James J. O‘Connor                                        48      Chief Financial Officer, Treasurer and Secretary
         Brian O‘Malley                                           42      Senior Vice President of Operations, BRIO
         Michael Moser                                            54      Senior Vice President of Operations, BRAVO!
         Ronald F. Dee                                            45      Senior Vice President, Development
         Allen J. Bernstein                                       64      Director
         Michael J. Hislop                                        55      Director
         David B. Pittaway                                        58      Director
         Harold O. Rosser II                                      61      Director

         The board of directors believes that each of the directors set forth above has the necessary qualifications to be a member of
         the board of directors. Each of the directors has exhibited during his prior service as a director the ability to operate
         cohesively with the other members of the board of directors. Moreover, the board of directors believes that each director
         brings a strong background and skill set to the board of directors, giving the board of directors as a whole competence and
         experience in diverse areas, including corporate governance and board service, finance, management and restaurant industry
         experience.

         Set forth below is a brief description of the business experience of each of our directors and executive officers, as well as
         certain specific experiences, qualifications and skills that led to the board of directors‘ conclusion that each of the directors
         set forth below is qualified to serve as a director:

         Alton F. (“Rick”) Doody, III has been Chairman of the board of directors of the Company since its inception in 1987.
         Mr. Doody was our Chief Executive Officer from 1992 until February 2007 and our President from June 2006 until
         September 2009. Mr. Doody also founded Lindey‘s German Village, and was responsible for all facets of its management.
         Mr. Doody received a Bachelor of Sciences degree in Economics from Ohio Wesleyan University and has completed all the
         necessary coursework for a Master‘s Degree from Cornell University in Restaurant/Hotel Management. Mr. Doody is a
         member of the Young President‘s Organization and the International Council of Shopping Center Owners and is a Board
         Member for the Cleveland Restaurant Association. Mr. Doody‘s qualifications to serve on our board of directors include his
         knowledge of our company and the restaurant industry and his years of leadership at our company.

         Saed Mohseni joined the Company as Chief Executive Officer in February 2007 and assumed the additional role of President
         in September 2009. Mr. Mohseni has also served as a director of the Company since June 2006. Prior to joining us,
         Mr. Mohseni was the Chief Executive Officer (January 2000-February 2007) and a director (2004-2007) of McCormick &
         Schmick‘s Seafood Restaurants, Inc. Mr. Mohseni joined McCormick & Schmick‘s in 1986 as a General Manager. During
         his time at McCormick & Schmick‘s, he also held the positions of Senior Manager (1988-1993), Vice President of
         Operations-California (1993-1997), and Senior Vice President of Operations (1997-1999). Mr. Mohseni attended Portland
         State University and Oregon State University. Mr. Mohseni‘s qualifications to serve on our board of directors include his
         knowledge of our company and the restaurant industry and his years of leadership at our company.

         James J. O’Connor joined the Company as Chief Financial Officer, Treasurer and Secretary in February 2007. For the six
         years prior to joining us, Mr. O‘Connor held various senior level financial positions, including Chief Financial Officer of the
         Wendy‘s Brand, at Wendy‘s International, Inc. From 1999 to 2000, Mr. O‘Connor served as Senior Manager of Financial
         Reporting for Tween Brands. Mr. O‘Connor previously served as a Senior Manager


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         for PricewaterhouseCoopers LLP from 1985 until 1998. Mr. O‘Connor is a CPA and earned a Bachelor of Sciences degree
         in Accounting and Finance from the Ohio State University.

         Brian O’Malley has served as Senior Vice President of Operations, BRIO, since 2006. Mr. O‘Malley joined the Company in
         1996 as the General Manager of BRAVO! Dayton. Mr. O‘Malley was promoted to District Partner in 1999, Director of
         Operations in 2000 and to Vice President of Operations in 2004. Prior to joining us, Mr. O‘Malley was employed with Sante
         Fe Steakhouse, where he held positions as a General Manager, Director of Training and Regional Manager. Mr. O‘Malley
         earned a Bachelor of Sciences degree in Speech Communications and Hospitality Management from the University of
         Wisconsin-Stout.

         Michael Moser has served as Senior Vice President of Operations, BRAVO!, since 2006. Mr. Moser is a classically trained
         chef who has over thirty years of experience in the restaurant industry. Mr. Moser joined the Company as a Vice President of
         Operations in August of 2004. Prior to joining us, Mr. Moser served as the Chief Operating Officer of the Texas Land and
         Cattle Steak House, a privately held 24 unit restaurant company. From 1996 to 2001, Mr. Moser was Chief Operating
         Officer of Romano‘s Macaroni Grill. Prior to becoming Chief Operating Officer, Mr. Moser served as Director of
         Operations and founding Concept Chef for creator Phillip Romano. Mr. Moser attended Wayne State University.

         Ronald F. Dee has served as our Senior Vice President of Development since May 2007. For the year prior to assuming his
         current position, Mr. Dee served as our Director of Real Estate. Mr. Dee joined the Company in July of 2003. Prior to
         joining us, Mr. Dee was Vice President, Development with Darden Restaurants overseeing all Red Lobster brand
         development. Mr. Dee has over twenty years of real estate development experience in the restaurant/hospitality industry
         having also held senior management positions with Marriott International and Taco Bell Corp. Mr. Dee is an active member
         of the International Counsel of Shopping Center Owners. Mr. Dee attended the State University of New York at Buffalo.

         Allen J. Bernstein has been a director of the Company since June 2006. Mr. Bernstein is the President of Endeavor
         Restaurant Group, Inc. He founded and served as Chairman and Chief Executive Officer of Morton‘s Restaurant Group, Inc.
         from 1989 through 2005. He currently serves on the boards of directors of a number of public and privately held companies,
         including The Cheesecake Factory Incorporated, Caribbean Restaurants, LLC and as non-executive Chairman of the board
         of directors of Perkins & Marie Callender‘s, Inc. Previously, Mr. Bernstein served as a director on the boards of Charlie
         Brown‘s Steakhouse, McCormick & Schmick‘s Seafood Restaurants, Inc. and Dave & Busters, Inc. He also serves on the
         board of trustees of the American Film Institute. Mr. Bernstein brings over 20 years of restaurant industry experience to the
         board of directors, and among other skills and qualifications, his significant knowledge and understanding of the industry,
         specifically the Upscale Affordable segment. Additionally, Mr. Bernstein brings the knowledge and skills that come from
         significant experience in the restaurant industry, including at the senior executive and board level of a number of other
         publicly traded companies. Mr. Bernstein earned a Bachelor of Business Administration degree in Marketing from the
         University of Miami.

         Michael J. Hislop has been a director of the Company since August 2006. Mr. Hislop has served as the President and Chief
         Executive Officer of Il Fornaio since 1998. From April 1991 to May 1995, Mr. Hislop served as Chairman and Chief
         Executive Officer of Chevy‘s Mexican Restaurants which, under his direction, grew from 17 locations to 63 locations
         nationwide. From 1982 to 1991, Mr. Hislop was employed by El Torito Mexican Restaurants, Inc., serving first as Regional
         Operator, then as Executive Vice President of Operations and for the last three years as Chief Operating Officer. From 1979
         to 1982, Mr. Hislop was employed by T.G.I. Fridays Restaurants, Inc. as a Regional Manager. Mr. Hislop brings to the board
         of directors the knowledge, qualifications and leadership skills that come from 30 years of experience in the restaurant
         industry, including significant experience at the senior executive and board level in both casual dining and Italian segments.
         Mr. Hislop earned a Bachelor of Sciences degree in Hotel and Restaurant Management from the University of
         Massachusetts.

         David B. Pittaway has been a director of the Company since June 2006. Mr. Pittaway is Senior Managing Director, Senior
         Vice President and Secretary of Castle Harlan, Inc., a private equity firm. He has been with Castle Harlan since 1987.
         Mr. Pittaway also has been Vice President and Secretary of Branford Castle, Inc., an investment company, since October,
         1986. From 1987 to 1998, Mr. Pittaway was Vice President, Chief Financial Officer and a director of Branford Chain, Inc., a
         marine wholesale company, where he is now a director and Vice Chairman.


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         Previously, Mr. Pittaway was Vice President of Strategic Planning and Assistant to the President of Donaldson, Lufkin &
         Jenrette, Inc., an investment banking firm. Mr. Pittaway is also a member of the boards of directors of The Cheesecake
         Factory Incorporated, Morton‘s Restaurant Group, Inc., McCormick & Schmick‘s Seafood Restaurants, Inc., Perkins &
         Marie Callender‘s Inc., Caribbean Restaurants, LLC and the Dystrophic Epidermolysis Bullosa Research Association of
         America. In addition, he is a director and co-founder of the Armed Forces Reserve Family Assistance Fund. Mr. Pittaway
         possesses in-depth knowledge and experience in finance and strategic planning based on his more than 20 years of
         experience as an investment banker and manager of Castle Harlan‘s investing activities. Mr. Pittaway brings significant
         restaurant industry experience to the board of directors, and among other skills and qualifications, his significant knowledge
         and understanding of the industry, and his experience serving as a director of a number of publicly traded companies in the
         restaurant industry. Mr. Pittaway received a Bachelor of Arts degree from the University of Kansas, a JD from Harvard Law
         School and a MBA from Harvard Business School.

         Harold O. Rosser II has served as a member of our board of directors since June 2006. Mr. Rosser is a Managing Director
         and founder of Bruckmann, Rosser, Sherrill and Co., Management, L.P., a New York-based private equity firm where he has
         worked since 1995. From 1987 through 1995 Mr. Rosser was an officer at Citicorp Venture Capital. Prior to joining CVC,
         he spent 12 years with Citicorp/Citibank in various management and corporate finance positions. Mr. Rosser currently serves
         on the Board of Directors of Ruth‘s Hospitality Group, Inc., Il Fornaio (America) Corporation, Logan‘s Roadhouse, Inc. and
         Wilson Farms, Inc. Mr. Rosser is also a member of the Boards of Trustees of the Culinary Institute of America and Wake
         Forest University. Mr. Rosser formerly served as a director of several private and public companies and through BRS has
         invested in more than 16 restaurant companies since 1989. As a result of these and other professional experiences,
         Mr. Rosser possesses in-depth knowledge and experience in the restaurant industry, corporate finance; strategic planning and
         leadership of complex organizations; and board practices of private and public companies and other entities that strengthen
         the board‘s collective qualifications, skills and experience. Mr. Rosser earned his B.S. from Clarkson University and
         attended Management Development Programs at Carnegie-Mellon University and the Stanford University Business School.


         Director Independence

         Our board of directors currently consists of 6 directors. Our board of directors has undertaken a review of the independence
         of our directors and considered whether any director has a material relationship with us that could compromise his ability to
         exercise independent judgment in carrying out his responsibilities. We believe that         of our directors currently meet
         these independence standards.


         Board Committees

         Our board of directors will establish various committees to assist it with its responsibilities. Those committees are described
         below.


         Audit Committee

         The current audit committee members are Harold O. Rosser, II and David B. Pittaway. Upon the date our common stock is
         listed on the Nasdaq Global Market, the committee members will be            . The composition of the audit committee will
         satisfy the independence and financial literacy requirements of the Nasdaq Global Market and the SEC. The independence
         standards require that the audit committee have at least one independent director on the date of listing, a majority of
         independent directors within 90 days after the date our registration statement is declared effective and fully independent
         audit committee within one year after that date. The financial literacy standards require that each member of our audit
         committee be able to read and understand fundamental financial statements. In addition, at least one member of our audit
         committee must qualify as a financial expert, as defined by Item 407(d)(5) of Regulation S-K promulgated by the SEC, and
         have financial sophistication in accordance with Nasdaq Global Market rules. Our board of directors has determined
         that        qualifies as an audit committee financial expert.


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         The primary function of the audit committee is to assist the board of directors in the oversight of the integrity of our financial
         statements, our compliance with legal and regulatory requirements, our independent registered public accountants‘
         qualifications and independence and the performance of our internal audit function and independent registered public
         accountants. The audit committee also prepares an audit committee report required by the SEC to be included in our proxy
         statements.

         The audit committee fulfills its oversight responsibilities by reviewing the following: (1) the financial reports and other
         financial information provided by us to our shareholders and others; (2) our systems of internal controls regarding finance,
         accounting, legal and regulatory compliance and business conduct established by management and the board; and (3) our
         auditing, accounting and financial processes generally. The audit committee‘s primary duties and responsibilities are to:

              • serve as an independent and objective party to monitor our financial reporting process and internal control systems;

              • review and appraise the audit efforts of our independent registered public accountants and exercise ultimate authority
                over the relationship between us and our independent registered public accountants; and

              • provide an open avenue of communication among the independent registered public accountants, financial and senior
                management and the board of directors.

         To fulfill these duties responsibilities, the audit committee will:


         Documents/Reports Review

              • discuss with management and the independent registered public accountants our annual and interim financial
                statements, earnings press releases, earnings guidance and any reports or other financial information submitted to the
                shareholders, the SEC, analysts, rating agencies and others, including any certification, report, opinion or review
                rendered by the independent registered public accountants;

              • review the regular internal reports to management prepared by the internal auditors and management‘s response;

              • discuss with management and the independent registered public accountants the Quarterly Reports on Form 10-Q, the
                Annual Reports on Form 10-K, including our disclosures under ―Management‘s Discussion and Analysis of Financial
                Conditions and Results of Operations,‖ and any related public disclosure prior to its filing;


         Independent Registered Public Accountants

              • have sole authority for the appointment, compensation, retention, oversight, termination and replacement of our
                independent registered public accountants (subject, if applicable, to shareholder ratification) and the independent
                registered public accountants will report directly to the audit committee;

              • pre-approve all auditing services and all non-audit services to be provided by the independent registered public
                accountants;

              • review the performance of the independent registered public accountants with both management and the independent
                registered public accountants;

              • periodically meet with the independent registered public accountants separately and privately to hear their views on
                the adequacy of our internal controls, any special audit steps adopted in light of material control deficiencies and the
                qualitative aspects of our financial reporting, including the quality and consistency of both accounting policies and
                the underlying judgments, or any other matters raised by them;

              • obtain and review a report from the independent registered public accountants at least annually regarding (1) the
                independent registered public accountants‘ internal quality-control procedures, (2) any material issues raised by the
                most recent quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or
                professional authorities within the preceding five years respecting one or more independent audits carried out by the
                firm, (3) any steps taken to deal with any such issues, and
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                    (4) all relationships between the independent registered public accountants and their related entities and us and our
                    related entities;


         Financial Reporting Processes

              • review with financial management and the independent registered public accountants the quality and consistency, not
                just the acceptability, of the judgments and appropriateness of the accounting principles and financial disclosure
                practices used by us, including an analysis of the effects of any alternative GAAP methods on the financial
                statements;

              • approve any significant changes to our auditing and accounting principles and practices after considering the advice
                of the independent registered public accountants and management;

              • focus on the reasonableness of control processes for identifying and managing key business, financial and regulatory
                reporting risks;

              • discuss with management our major financial risk exposures and the steps management has taken to monitor and
                control such exposures, including our risk assessment and risk management policies;

              • periodically meet with appropriate representatives of management and the internal auditors separately and privately
                to consider any matters raised by each of them, including any audit problems or difficulties and management‘s
                response;

              • periodically review the effect of regulatory and accounting initiatives, as well as any off-balance sheet structures, on
                our financial statements;


         Process Improvement

              • following the completion of the annual audit, review separately with management and the independent registered
                public accountants any difficulties encountered during the course of the audit, including any restrictions on the scope
                of work or access to required information;

              • periodically review any processes and policies for communicating with investors and analysts;

              • review and resolve any disagreement between management and the independent registered public accountants in
                connection with the annual audit or the preparation of the financial statements;

              • review with the independent registered public accountants and management the extent to which changes or
                improvements in financial or accounting practices, as approved by the audit committee, have been implemented;


         Business Conduct and Legal Compliance

              • review our code of conduct and review management‘s processes for communicating and enforcing this code of
                conduct;

              • review management‘s monitoring of our compliance with our code of conduct and ensure that management has the
                proper review system in place to ensure that our financial statements, reports, and other financial information
                disseminated to governmental organizations and the public satisfy legal requirements;

              • review, with our counsel, any legal matter that could have a significant impact on our financial statements and any
                legal compliance matters;

              • review and approve all related-party transactions;


         Other Responsibilities
• establish and periodically review procedures for (1) the receipt, retention and treatment of complaints received by us
  regarding accounting, internal accounting controls or auditing matters and (2) the confidential, anonymous
  submission by our employees of concerns regarding questionable accounting or auditing matters;


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              • review and reassess the audit committee‘s charter at least annually and submit any recommended changes to the
                board of directors for its consideration;

              • provide the report required by Item 306 of Regulation S-K promulgated by the SEC for inclusion in our annual proxy
                statement;

              • report periodically, as deemed necessary or desirable by the audit committee, but at least annually, to the full board of
                directors regarding the audit committee‘s actions and recommendations, if any;

              • establish policies for our hiring of employees or former employees of the independent registered public accountants
                who were engaged on our account;

              • perform any other activities consistent with the audit committee‘s charter, our regulations and governing law, as the
                audit committee or the board of directors deems necessary or appropriate; and

              • annually evaluate the audit committee‘s performance and report the results of such evaluation to the board of
                directors.

         The audit committee will hold regular meetings at least four times each year. The audit committee will report the significant
         results of its activities to the board of directors at each regularly scheduled meeting of the board of directors.

         In connection with this offering, our board of directors intends to adopt a charter for the audit committee that complies with
         current federal and Nasdaq Global Market rules relating to corporate governance matters. Deloitte & Touche LLP is
         presently our independent registered accounting firm.


         Nominating and Corporate Governance Committee

         Upon the listing of our common stock on the Nasdaq Global Market, our board of directors will designate a nominating and
         corporate governance committee that will consist of at least three directors. The committee members will be         . The
         composition of the nominating and corporate governance committee will satisfy the independence requirements of the
         Nasdaq Global Market that it have at least one independent director on the listing date, a majority of independent directors
         within 90 days after that date and full compliance within one year after that date. The nominating and corporate governance
         committee will:

              • identify individuals qualified to serve as our directors;

              • nominate qualified individuals for election to our board of directors at annual meetings of shareholders;

              • establish a policy for considering shareholder nominees for election to our board of directors; and

              • recommend to our board the directors to serve on each of our board committees.

         To fulfill these responsibilities, the nominating and governance committee will:

              • review periodically the composition of our board;

              • identify and recommend director candidates for our board;

              • recommend nominees for election as directors to our board;

              • recommend the composition of the committees of the board to our board;

              • review periodically our code of conduct and obtain confirmation from management that the policies included in the
                code of conduct are understood and implemented;

              • evaluate periodically the adequacy of our conflicts of interest policy;
• review related party transactions;

• consider with management public policy issues that may affect us;

• review periodically our committee structure and operations and the working relationship between each committee and
  the board; and

• consider, discuss and recommend ways to improve our board‘s effectiveness.


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         In connection with this offering, our board of directors intends to adopt a charter for the nominating and corporate
         governance committee that complies with current federal and Nasdaq Global Market rules relating to corporate governance
         matters.


         Compensation Committee

         The current compensation committee members are Messrs. Rosser, Pittaway and Bernstein. Upon the listing of our common
         stock on the Nasdaq Global Market, the committee members will be            . The composition of the compensation committee
         will satisfy the independence requirements of the Nasdaq Global Market. These requirements require that we have at least
         one independent director on the listing date, a majority of independent directors within 90 days after that date and full
         compliance within one year after that date. The primary responsibility of the compensation committee is to develop and
         oversee the implementation of our philosophy with respect to the compensation of our executive officers and directors. In
         that regard, the compensation committee will:

              • have the sole authority to retain and terminate any compensation consultant used to assist us, the board of directors or
                the compensation committee in the evaluation of the compensation of our executive officers and directors;

              • to the extent necessary or appropriate to carry-out its responsibilities, have the authority to retain special legal,
                accounting, actuarial or other advisors;

              • annually review and approve corporate goals and objectives to serve as the basis for the compensation of our
                executive officers, evaluate the performance of our executive officers in light of such goals and objectives and
                determine and approve the compensation level of our executive officers based on such evaluation;

              • interpret, implement, administer, review and approve all aspects of remuneration to our executive officers and other
                key officers, including their participation in incentive-compensation plans and equity-based compensation plans;

              • review and approve all employment agreements, consulting agreements, severance arrangements and change in
                control agreements for our executive officers;

              • develop, approve, administer and recommend to the board of directors and our shareholders for their approval (to the
                extent such approval is required by any applicable law, regulation or Nasdaq Global Market rules) all of our stock
                ownership, stock option and other equity-based compensation plans and all related policies and programs;

              • make individual determinations and grant any shares, stock options, or other equity-based awards under all
                equity-based compensation plans, and exercise such other power and authority as may be required or permitted under
                such plans, other than with respect to non-employee directors, which determinations are subject to the approval of our
                board of directors;

              • have the authority to form and delegate authority to subcommittees;

              • report regularly, but not less frequently than annually, to our board of directors;

              • annually review and reassess the adequacy of its charter and recommend any proposed changes to our board of
                directors for its approval; and

              • annually review its own performance, and report the results of such review to our board of directors.

         The compensation committee has the same authority with regard to all aspects of director compensation as it has been
         granted with regard to executive compensation, except that any ultimate decision regarding the compensation of any director
         is subject to the approval of our board of directors. The compensation committee will hold regular meetings at least two
         times each year.

         In connection with this offering, our board of directors intends to adopt a charter for the compensation committee that
         complies with current federal and Nasdaq Global Market rules relating to corporate governance matters.
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         Compensation Committee Interlocks and Insider Participation

         None of the members of the compensation committee who will continue to serve on the compensation committee after our
         common stock has been listed on the Nasdaq Global Market currently or has been at any time one of our officers or
         employees. None of our executive officers currently serves, or has served during the last completed fiscal year, as a member
         of the board of directors or compensation committee of any entity that has one or more executive officers serving as a
         member of our board of directors or compensation committee. None of our executive officers was a director of another entity
         where one of that entity‘s executive officers served on our compensation committee, and none of our executive officers
         served on the compensation committee or the entire board of directors of another entity where one of that entity‘s executive
         officers served as a director on our board of directors.


         Risk Oversight

         We face a number of risks, including market price risks in beef, seafood, produce and other food product prices, liquidity
         risk, reputational risk, operational risk and risks from adverse fluctuations in interest rates and inflation and/or deflation.
         Management is responsible for the day-to-day management of risks faced by our company, while the board of directors
         currently has responsibility for the oversight of risk management. In its risk oversight role, the board of directors seeks to
         ensure that the risk management processes designed and implemented by management are adequate. The board of directors
         also reviews with management our strategic objectives which may be affected by identified risks, our plans for monitoring
         and controlling risk, the effectiveness of such plans, appropriate risk tolerance and our disclosure of risk. Following the
         consummation of this offering, our audit committee will be responsible for periodically reviewing with management, internal
         audit and independent auditors the adequacy and effectiveness of our policies for assessing and managing risk. The other
         committees of the board of directors will also monitor certain risks related to their respective committee responsibilities. All
         committees will report to the full board as appropriate, including when a matter rises to the level of a material or enterprise
         level risk.


         Code of Ethics

         In connection with the consummation of this offering, we plan to adopt an amended written code of business conduct and
         ethics, to be known as our code of conduct, which will apply to our chief executive officer, our chief financial officer, our
         chief accounting officer and all persons providing similar functions. Our code of conduct will be available on our Internet
         website, www.bbrg.com. Our code of conduct may also be obtained by contacting investor relations at (614) 326-7944. Any
         amendments to our code of conduct or waivers from the provisions of the code for our chief executive officer, our chief
         financial officer and our chief accounting officer will be disclosed on our Internet website promptly following the date of
         such amendment or waiver. The inclusion of our web address in this prospectus does not include or incorporate by reference
         the information on our web site into this prospectus.


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                                            Compensation Discussion and Analysis

         Introduction

         This Compensation Discussion and Analysis (―CD&A‖) provides an overview of our executive compensation program,
         together with a description of the material factors underlying the decisions that resulted in the compensation provided to our
         Chief Executive Officer, Chief Financial Officer and the other executive officers who were the highest paid during the fiscal
         year ended December 27, 2009 (collectively, the ―named executive officers‖), as presented in the tables which follow this
         CD&A. This CD&A contains statements regarding our performance targets and goals. These targets and goals are disclosed
         in the limited context of our compensation program and should not be understood to be statements of management‘s
         expectations or estimates of financial results or other guidance. We specifically caution investors not to apply these
         statements to other contexts.


         Objective of Compensation Policy

         The objective of the Company‘s compensation policy is to provide a total compensation package to each named executive
         officer that will enable us to:

              • attract, motivate and retain outstanding individual named executive officers;

              • reward named executive officers for attaining desired levels of profit and shareholder value; and

              • align the financial interests of each named executive officer with the interests of our shareholders to encourage each
                named executive officer to contribute to our long-term performance and success.

         Overall, our compensation program is designed to reward individual and Company performance. As discussed further below
         a significant portion of named executive officer compensation is comprised of a combination of annual cash bonuses, which
         reward annual Company and executive performance, and equity compensation, which rewards long-term Company and
         executive performance. We believe that by weighting total compensation in favor of the bonus and long-term incentive
         components of our total compensation program, we appropriately reward individual achievement while at the same time
         providing incentives to promote Company performance. We also believe that salary levels should be reflective of individual
         performance and therefore factor this into the adjustment of base salary levels each year.


         Process for Setting Total Compensation

         Generally, our overall compensation package for named executive officers is administered and determined by our
         Compensation Committee, comprised of three current non-employee directors. To the extent required following the
         consummation of our initial public offering, the members of our Compensation Committee may change in order to ensure
         compliance with stock exchange requirements and securities laws and regulations.

         The Company sets annual base salaries, cash bonuses, and equity-based awards for each named executive officer at levels it
         believes are appropriate considering each named executive officer‘s annual review, the awards and compensation paid to the
         named executive officer in past years, and progress toward or attainment of previously set personal and corporate goals and
         objectives, including attainment of financial performance goals and such other factors as the Compensation Committee
         deems appropriate and in our best interests and the best interests of our shareholders. These goals and objectives are
         discussed more fully below under the headings ―Annual Bonus Compensation‖ and ―Equity Compensation.‖

         The Compensation Committee may also, from time to time, consider recommendations from the Chief Executive Officer
         regarding total compensation for named executive officers, however no such recommendations were made for fiscal year
         2009. The Compensation Committee does not rely on predetermined formulas or a limited set of criteria when it evaluates
         the performance of the Chief Executive Officer and our other named executive officers. The Committee may accord
         different weight at different times to different factors for each named executive officer.


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         Elements of Compensation

         Our compensation program for named executive officers consists of the following elements of compensation, each described
         in greater depth below:

              • Base salaries.

              • Annual cash bonuses.

              • Equity-based incentive compensation.

              • Severance and change-in-control benefits.

              • Perquisites.

              • General benefits.

         The Company provides few personal benefits to named executive officers, and what personal benefits are provided are
         generally considered related to each named executive officer‘s performance of his duties with the Company. The Company
         may also enter into employment agreements with named executive officers to provide severance benefits as a recruitment
         and retention mechanism. Currently, the Company is a party to an employment agreement with Mr. Mohseni, entered into at
         the time of his hire in 2007, which provides for severance benefits as described more fully under the heading ―Potential
         Payments upon Termination or Change in Control,‖ below. Finally, named executive officers participate in the Company‘s
         health and benefit plans, and are entitled to vacation and paid time off based on the Company‘s general vacation policies.


         Employment Agreement

         The Company does not have any general policies regarding the use of employment agreements, but may, from time to time,
         enter into such a written agreement to reflect the terms and conditions of employment of a particular named executive
         officer, whether at the time of hire or thereafter. For example, the Company entered into an employment agreement with
         Mr. Mohseni at the time of his hire in order to attract Mr. Mohseni to transition from his role as a non-employee board
         member to a full time chief executive officer. The Company viewed such a negotiated arrangement as a meaningful
         recruitment and retention mechanism for Mr. Mohseni. In addition, the Company is currently negotiating, and expects to
         enter into, a written employment agreement with Mr. O‘Connor in order to continue to retain Mr. O‘Connor as a member of
         the Company‘s senior management team.


         Base Salary

         We pay base salaries because salaries are essential to recruiting and retaining qualified employees. Base salaries also create a
         performance incentive in the form of potential salary increases. Except with respect to Mr. Mohseni, whose base salary is set
         pursuant to his employment agreement, base salaries are initially set by the Compensation Committee. These salary levels
         are set based on the named executive officer‘s experience and performance with previous employers and negotiations with
         individual named executive officers. Thereafter, the Compensation Committee may increase base salaries each year based on
         its subjective assessment of the Company‘s and the individual executive officer‘s performance and his or her experience,
         length of service and changes in responsibilities. Included in this subjective determination is Compensation Committee‘s
         evaluation of the development and execution of strategic plans, the exercise of leadership, and involvement in industry
         groups. The weight given such factors by the Compensation Committee may vary from one named executive officer to
         another.

         Mr. Mohseni‘s employment agreement provides him with an annual base salary of $518,000. Mr. Mohseni‘s base salary has
         not been modified since his hire in 2007. The Company determined, at the time of Mr. Mohseni‘s hire, that a commitment to
         pay base salary to him at this level was necessary to recruit him to join the Company.

         Mr. O‘Connor‘s base salary for 2009 was $206,000, Mr. Doody‘s base salary for 2009 was $100,000, each of Mr. O‘Malley
         and Mr. Moser had base salaries in 2009 of $185,000 and Mr. Dee‘s base salary was $165,000 in 2009. Mr. Doody‘s base
         salary for 2009 was decreased from $225,000 in 2008 to $100,000 in connection with his transition from President of the
         Company to Chairman of the Board.
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         In lieu of providing small cost-of-living base salary increases for 2010 for the named executive officers other than
         Mr. Mohseni, the Compensation Committee elected to pay the amount of such cost-of-living increases to the named
         executive officers in the form of a lump sum discretionary bonus in 2009. Such bonuses are reported in the ―Bonus‖ column
         of the Summary Compensation Table, below.


         Annual Bonus Compensation

         In line with our strategy of rewarding performance, a significant part of the Company‘s executive compensation philosophy
         is the payment of cash bonuses to named executive officers based on an annual evaluation of individual and Company
         performance, considering several factors as discussed below. Except with respect to Mr. Mohseni, whose target bonus is set
         at 30% of his base salary pursuant to his employment agreement, the Compensation Committee establishes target bonuses
         (the amount each named executive officer may receive if performance goals and objectives are met) for each named
         executive officer at the beginning of the fiscal year. The target bonuses are set at levels the Compensation Committee
         believes will provide a meaningful incentive to named executive officers to contribute to the Company‘s financial
         performance.

         In 2009, the board of directors determined that each named executive officer‘s bonus would be determined based primarily
         on the achievement of Company earnings before interest, taxes, depreciation and amortization plus the sum of asset
         impairment charges, pre-opening costs, management and board of director fees and expenses as well as certain non-cash
         adjustments, as defined in the credit agreement governing our existing senior credit facilities (Company EBITDA). For 2009,
         the Compensation Committee determined to pay bonuses at the target levels if Company EBITDA met or exceeded
         $30.4 million.

         We use Company EBITDA, together with financial measures prepared in accordance with GAAP, such as revenue and cash
         flows from operations, to assess our historical and prospective operating performance and to enhance our understanding of
         our core operating performance. Additionally, we use Company EBITDA to measure our compliance with various financial
         covenants pursuant to our credit agreement. We also use Company EBITDA internally to evaluate the performance of our
         personnel and also as a benchmark to evaluate our operating performance or compare our performance to that of our
         competitors. The use of Company EBITDA as a performance measure permits a comparative assessment of our operating
         performance relative to our performance based on our GAAP results, while isolating the effects of some items that vary from
         period to period without any correlation to core operating performance or that vary widely among similar companies.

         Target and actual bonuses for 2009 paid to each of the named executive officers are shown in the table below. The actual
         bonus amounts are also included in the ―Non-Equity Incentive Plan Compensation‖ column of the Summary Compensation
         Table, below.


         Annual Cash Bonuses


                                                                                                          Target
                                                                                                                          Actual
                                                                                                          Award           Award
         Nam
         e                                                                                                 ($)              ($)
         Saed Mohseni                                                                                     155,400          62,160
         James J. O‘Connor                                                                                 75,000          30,000
         Brian O‘Malley                                                                                    70,000          28,000
         Michael Moser                                                                                     70,000          28,000
         Ronald F. Dee                                                                                     35,000          14,000
         Alton F. Doody, III                                                                              100,000          40,000

         Although the Company exceeded its designated EBITDA target for 2009 by approximately $8.4 million, the Company
         exercised its discretion to pay bonuses at below 100% of target in recognition of the challenges of the macroeconomic
         environment, the need to maintain adequate cash reserves and to avoid large cash outlays that may not reflect the Company‘s
         long-term incentive goals.


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         In addition, as noted above, in lieu of small cost-of-living base salary increases in 2010 for the named executive officers
         other than Mr. Mohseni, the Compensation Committee elected to pay the amount of such cost-of-living increases to the
         named executive officers in the form of a lump sum discretionary bonus in late 2009. The amount of such discretionary
         bonuses paid to the named executive officers is as follows: $9,270 for Mr. O‘Connor, $9,250 for Mr. O‘Malley, $6,475 for
         Mr. Moser, $4,950 for Mr. Dee and $0 for Mr. Doody.


         Equity Compensation

         We pay equity-based compensation to our named executive officers because it provides a vital link between the long-term
         results achieved for our shareholders and the rewards provided to named executive officers, thereby ensuring that such
         officers have a continuing stake in our long-term success. Equity-based compensation is paid in the form of stock options.

         The Company adopted the 2006 Plan in order to provide an incentive to employees selected by the board of directors for
         participation.

         In 2009, the Company decided to make grants of options under the 2006 Plan to the majority of the Company‘s existing
         optionholders because it believed that the Company had performed well during a challenging economic environment and
         that the granting of such options should provide its employees holding options an opportunity to share in the Company‘s
         success provided they continue to contribute to such success. The Company determined that each of the named executive
         officers, other than Mr. Mohseni and Mr. Doody, would receive a small grant of options under the 2006 Plan. The Company
         determined that no additional grant of options should be made for Mr. Mohseni and Mr. Doody because it believed each of
         them had sufficient equity holdings to align their interests with those of our other shareholders.

         Options held by each of the named executive officers (and certain of the Company‘s other salaried employees) ordinarily
         vest over a period of four years, subject to the applicable named executive officer remaining employed through each vesting
         date. However, in the event the Company undergoes a public offering in which the Company and any participating selling
         shareholders receive aggregate net proceeds of at least $50.0 million or the majority of the Company‘s stock or assets are
         sold in a transaction approved by Holdings, the options held by the named executive officers while employed are subject to
         accelerated vesting in the discretion of the board of directors upon the achievement of certain net proceeds and internal rate
         of return thresholds.

         However, as a retention method and in order to ensure each named executive officer‘s interests are aligned with those of the
         sponsors, the named executive officers do not have the right to exercise their vested options unless and until the sponsors
         attain designated returns on their investment, measured based on the sponsors‘ net proceeds and internal rate of return.
         Accordingly, to the extent the sponsors sell their securities in connection with an approved sale or public offering, any vested
         options only become exercisable in the amounts set forth below in the event that (i) net proceeds equal or are in excess of the
         multiple (set forth in the table below) of the sponsors‘ initial investment and (ii) the sponsors achieve an internal rate of
         return equal to or in excess of the target set forth in the table below (unless the board of directors exercises its discretion
         under the plan to permit further exercisability upon such an event):


         Percentage of
         Option                                                                                                                 IRR
         Exercisable                                                                               Net Proceeds Multiple       Target


         25%                                                                                                           2            10 %
         50%                                                                                                           2            20 %
         75%                                                                                                           2            30 %
         100%                                                                                                          3            40 %

         For purposes of determining the exercisable portion of a named executive officer‘s option, ―net proceeds‖ generally means
         the amount received by the sponsors, including the majority of the fees they received pursuant to the management
         agreements between each sponsor and the Company, less their selling or transaction expresses. ―Internal rate of return‖
         means the rate of return the sponsors receive on their investment in the Company from such net proceeds as a result of a
         public offering or approved sale and the net proceeds therefrom.


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         The board of directors has determined, in its discretion, that in the event the public offering price of this offering results in
         the achievement of an ―internal rate of return‖ to our private equity sponsors of at least 30% upon the consummation of this
         offering, (i) each outstanding option award shall be deemed to have vested in a percentage equal to the greater of 75% or the
         percentage of the option award already vested as of that date, (ii) each outstanding option award shall be deemed 75%
         exercisable; and (iii) for each additional percentage point of ―internal rate of return‖ achieved by our private equity sponsors
         above 30%, an additional 2.5% of each outstanding option award shall be deemed vested and exercisable, up to an aggregate
         of the stated number of shares of common stock subject to the option award upon achievement of an ―internal rate of return‖
         by our private equity sponsors of 40%.

         For purposes of this section, the Company has assumed that its board of directors will approve full vesting and exercisability
         of the outstanding stock options, as permitted under the 2006 Plan. Accordingly, as reported below under the heading
         ―Potential Payments upon Termination or Change in Control,‖ the amount each named executive officer would be entitled to
         receive with respect to his options, assumes that full vesting occurred on the last day of our fiscal year, December 27, 2009,
         with the value computed based on our expected offering price.

         Because our offering price may fluctuate, the table below provides an overview of the potential values that could be received
         by our named executive officers with respect to their options based on a range of share prices and assuming full vesting and
         exercisability:


         Nam                                                                                               Price       Price       Price
         e                                                                                                   1           2           3
         Saed Mohseni
         James J. O‘Connor
         Brian O‘Malley
         Michael Moser
         Ronald F. Dee
         Alton F. Doody, III

         Severance and Transaction-Based Benefits

         Except with respect to Mr. Mohseni, the Company does not have any agreements, plans or programs for the payment of
         severance to any named executive officers. As a recruitment incentive for Mr. Mohseni, in negotiating his employment
         agreement in 2007, the Company agreed to pay two years of severance to Mr. Mohseni in the event of his termination of
         employment in limited circumstances. The Company believed this level of severance benefit provided Mr. Mohseni with the
         assurance of security if his employment is terminated for reasons beyond his control or the material terms of his employment
         are changed by the Company without his consent.

         In addition, pursuant to Mr. Mohseni‘s employment agreement upon an approved sale or other transaction in which the
         sponsors sell 50% or more of their Company securities while Mr. Mohseni is employed by the Company, Mr. Mohseni is
         entitled to a payment to the extent the amount he has then received or is entitled to receive with respect to his options does
         not exceed $3.0 million. Such payment is generally calculated as the lesser of (a) $3.0 million over the amounts Mr. Mohseni
         receives or is entitled to receive with respect to his options or (b) the excess of the net proceeds received by the sponsors
         over the amount necessary for them to receive a 5% internal rate of return.

         Finally, as described above, outstanding options for the named executive officers may accelerate vesting upon the
         occurrence of an approved sale or public offering. The amount each named executive would be entitled to receive in such
         event is reported below under the heading ―Potential Payments upon Termination or Change in Control.‖


         Perquisites

         In 2009, we provided certain personal-benefit perquisites to named executive officers as summarized below. The aggregate
         incremental cost to the Company of the perquisites received by each of the named executive officers in


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         2009 did not exceed $10,000 and accordingly, such benefits are not included in the Summary Compensation Table below.

         Car Allowance. The Company provided car allowances of $4,800 for Messrs. O‘Malley and Moser and $4,200 for
         Mr. Doody in 2009. The Company views car allowances as a meaningful benefit to our named executive officers who are
         required to travel by car in the performance of their duties for the Company.

         Complimentary Dining. The Company provides the named executive officers with complimentary dining privileges at any
         of our restaurants. The Company views complimentary dining privileges as a meaningful benefit to our named executive
         officers as it is important for named executive officers to experience our product in order to better perform their duties for
         the Company.


         General Benefits

         The following are standard benefits offered to all eligible Company employees, including named executive officers.

         Retirement Benefits. The Company maintains a tax-qualified 401(k) savings plan. However, our named executive officers
         do not participate in our 401(k) savings plan.

         Medical, Dental, Life Insurance and Disability Coverage. Active employee benefits such as medical, dental, life insurance
         and disability coverage are available to all eligible employees, including our named executive officers.

         Other Paid Time-Off Benefits. We also provide vacation and other paid holidays to all employees, including the named
         executive officers, which our Compensation Committee has determined to be appropriate for a Company of our size and in
         our industry.


         Tax and Accounting Considerations

         U.S. federal income tax generally limits the tax deductibility of compensation we pay to our Chief Executive Officer and
         certain other highly compensated executive officers to $1.0 million in the year the compensation becomes taxable to the
         executive officers. There is an exception to the limit on deductibility for performance-based compensation that meets certain
         requirements. Although deductibility of compensation is preferred, tax deductibility is not a primary objective of our
         compensation programs. Rather, we seek to maintain flexibility in how we compensate our executive officers so as to meet a
         broader set of corporate and strategic goals and the needs of shareholders, and as such, we may be limited in our ability to
         deduct amounts of compensation from time to time. Accounting rules require us to expense the cost of our stock option
         grants. Because of option expensing and the impact of dilution on our shareholders, we pay close attention to, among other
         factors, the type of equity awards we grant and the number and value of the shares underlying such awards.


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         Summary Compensation Table


                                                                                           Non-Equity
                                                                    Stock      Option     Incentive Plan     All Other         Total
                                           Salary       Bonus      Awards      Awards     Compensation     Compensation     Compensation
          Name &
          Principal
          Position               Year       ($)         ($)(1)       ($)       ($)(2)          ($)             ($)(3)           ($)
          Saed Mohseni            2009      518,000          —             —          —          62,160                 —        580,160
            President, Chief
            Executive Officer
            and Director
          James J. O‘Connor       2009      206,000      9,270             —     2,526           30,000                 —        247,796
            Chief Financial
            Officer, Treasurer
            and Secretary
          Brian O‘Malley          2009      185,000      9,250             —     2,526           28,000                 —        224,776
            Senior Vice
            President of
            Operations, BRIO
          Michael Moser           2009      185,000      6,475             —     2,526           28,000                 —        222,001
            Senior Vice
            President of
            Operations,
            BRAVO!
          Ronald F. Dee           2009      165,000      4,950             —     1,684           14,000                 —        185,634
            Senior Vice
            President —
            Development
          Alton F.
            Doody, III(4)         2009      186,500          —             —          —          40,000                 —        226,500
            Chairman, Board
            of Directors

           (1) The amounts reported in this column represent discretionary bonuses paid to certain named executive officers in 2009
               in lieu of cost-of-living increases in base salaries for 2010.

           (2) Amounts in this column represent the grant date fair value, calculated pursuant to ASC 718, of stock options granted
               in 2009. See Note 11 to our audited consolidated financial statements for a discussion of the calculation of grant date
               fair value.

           (3) Certain personal benefits provided to certain of our named executive officers, including car allowances and
               complimentary dining, are not required to be disclosed in the table because the amount of such benefits do not exceed
               the applicable disclosure thresholds. See ―— Perquisites.‖

           (4) Pursuant to SEC regulations, Mr. Doody is included in the Summary Compensation Table because he served as an
               executive officer of the Company during 2009 and his total compensation exceed that of one of the other named
               executive officers.


         Grants of Plan-Based Awards Table


                                                                                                                                            Grant
                                                                                                                            Exercise         Date
                                                                                                                                             Fair
                                                       Estimated Future Payouts Under                                       or Base         Value
                                                                                             Estimated Future Payouts                      of Stock
                                                          Non-Equity Incentive Plan                   Under                 Price of         and
                                                                                               Equity Incentive Plan
                                                                  Awards(1)                        Awards(2)(3)              Option        Option
                                                                                 Maximu                            Maximu
                                           Grant      Threshold      Target        m        Threshold   Target       m      Awards         Awards
Nam
e                     Date     ($)    ($)      ($)   (#)   (#)   (#)   ($/SH)(3)   ($)


Saed Mohseni              —     —    155,400   —      —     —    —          —         —
James J. O‘Connor         —     —     75,000   —      —     —    —          —         —
                      9/9/09    —         —    —      —    600   —       10.00     2,526
Brian O‘Malley            —     —     70,000   —      —     —    —          —         —
                      9/9/09    —         —    —      —    600   —       10.00     2,526
Michael Moser             —     —     70,000   —      —          —          —         —
                      9/9/09    —         —    —      —    600   —       10.00     2,526
Ronald F. Dee             —     —     35,000   —      —          —          —         —
                      9/9/09    —         —    —      —    400   —       10.00     1,684
Alton F. Doody, III       —     —    100,000   —      —     —    —          —         —

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           (1) Amounts reported in this column represent the target performance-based bonus of each named executive office, as
               described in ―Compensation Discussion and Analysis.‖

           (2) Options reported in this column generally vest over a period of four years of continued employment, but are only
               exercisable by named executive officers if financial performance goals are met or exceeded in connection with a
               public offering or a sale of a majority of the stock or assets of the Company, as described in the Compensation
               Discussion and Analysis section, above. The number of shares reported as ―target‖ are the total number of shares
               granted to named executive officers in 2009.

           (3) Does not give effect to the -for-1 stock split of our outstanding common stock expected to occur prior to the
               consummation of this offering. See ―Reorganization Transactions.‖


         Outstanding Equity Awards at Fiscal Year End Table


                                                                               Option Awards
                                         Number of         Number of            Equity Incentive
                                          Securities        Securities           Plan Awards
                                         Underlying        Underlying             Number of
                                         Unexercised       Unexercised             Securities
                                           Options           Options              Underlying             Option             Option
                                             (#)             (#)(1)(2)             Unearned              Exercise          Expiration
         Nam
         e                               Exercisable      Unexercisable         Options(#)(1)(2)       Price($)(1)(2)        Date
         Saed Mohseni                         —              32,812.50              32,812.50               10.00            2/13/17
         James J. O‘Connor                    —               6,562.50               6,562.50               10.00            2/13/17
                                                                                       600.00               10.00             9/9/19
         Brian O‘Malley                       —              12,304.69               4,101.56               10.00            6/29/16
                                                                                       600.00               10.00             9/9/19
         Michael Moser                        —              12,304.69               4,101.56               10.00            6/29/16
                                                                                       600.00               10.00             9/9/19
         Ronald F. Dee                        —              12,304.69               4,101.56               10.00            6/29/16
                                                                                       400.00               10.00             9/9/19
         Alton F. Doody, III                  —              12,304.69               4,101.56               10.00            6/29/16

           (1) Does not give effect to the -for-1 stock split of our outstanding common stock expected to occur prior to the
               consummation of this offering. See ―Reorganization Transactions.‖

           (2) The named executive officers do not have the right to exercise their vested options unless and until the Company‘s
               private equity sponsors attain designated returns on their investment, measured based on the sponsors‘ receipt of net
               proceeds and internal rate of return from an approved sale or public offering. The board of directors has determined, in
               the exercise of its discretion, that a certain percentage of each outstanding option award may be deemed vested and
               exercisable in connection with this offering, dependent upon achievement of designated performance thresholds. See
               ―— Equity Compensation.‖


         Potential Payments upon Termination or Change in Control

         Termination of Employment

         With the exception of Mr. Mohseni, the Company does not have any agreements with the named executive officers that
         would entitle them to severance payments upon termination of employment. Mr. Mohseni‘s employment agreement provides
         him with two years of continued base salary following his termination of employment by the Company without cause or by
         him for good reason. For purposes of Mr. Mohseni‘s employment agreement, ―cause‖ generally means Mr. Mohseni‘s fraud
         or dishonesty in connection with his duties to the Company, his failure to perform the lawful duties of his position, his
         conviction of a felony or plea of guilty or no contest to a charge or commission of a felony, or his commission of any act or
         violation of law that could reasonably be expected to bring the Company into material disrepute, and ―good reason‖
         generally means the Company‘s reduction in Mr. Mohseni‘s base salary, the failure of the Company to pay base salary or
         benefits under
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         Mr. Mohseni‘s employment agreement, the Company‘s material reduction in Mr. Mohseni‘s overall benefits (other than
         pursuant to a general reduction in benefits for the Company‘s workforce) or a requirement that Mr. Mohseni relocate his
         principal place of employment more than 50 miles from Columbus, Ohio.

         Mr. Mohseni‘s right to severance is conditioned upon his refraining from competing with the Company for the two years
         following his termination of employment and compliance with confidentiality and nonsolicitation obligations under his
         employment agreement.

         Assuming Mr. Mohseni‘s employment was terminated by the Company without cause or by Mr. Mohseni for good reason on
         December 27, 2009, he would receive a total of approximately $1.0 million in severance under his employment agreement.


         Change-in-Control

         In the event the Company undergoes a public offering in which the selling shareholders receive aggregate net proceeds of at
         least $50.0 million or the majority of the Company‘s stock or assets are sold in a transaction approved by Holdings, the stock
         options held by the named executive officers while employed are subject to accelerated vesting in the discretion of the board
         of directors upon the achievement of certain performance thresholds. In addition, pursuant to Mr. Mohseni‘s employment
         agreement, upon an approved sale or other transaction in which the sponsors sell 50% or more of their Company securities
         while Mr. Mohseni is employed by the Company, Mr. Mohseni is entitled to a payment to the extent the amount he has then
         received or is entitled to receive with respect to his options does not exceed $3.0 million. Such payment is generally
         calculated as the lesser of (a) $3.0 million less the amounts Mr. Mohseni receives or is entitled to receive with respect to his
         options or (b) the excess of the net proceeds received by the sponsors over the amount necessary for them to receive a 5%
         internal rate of return.

         Assuming a public offering or approved sale occurred on December 27, 2009 that resulted in the full vesting and
         exercisability of each of the named executive officer‘s stock options and based on an initial offering price of $   per share,
         the midpoint of the price range set forth on the cover of this prospectus, each named executive officer‘s increased option
         vesting value and, with respect to Mr. Mohseni, additional payment in respect of options, would be as follows:


                                                                                Value of Enhanced      Additional Payment in
         Nam
         e                                                                       Option Vesting         Respect of Options       Total
         Saed Mohseni
         James J. O‘Connor
         Brian O‘Malley
         Michael Moser
         Ronald F. Dee
         Alton F. Doody, III

         Director Compensation

         During 2009, directors who were not employees of us, our subsidiaries or our private equity sponsors received an annual fee
         of $25,000, payable in August. Directors do not receive any other fees for participating in meetings or otherwise providing
         services as non-employee directors.

         Following the consummation of this offering, each independent director will be paid a base annual retainer of $20,000.
         Independent directors will also receive an annual retainer of $5,000 for each committee on which they sit, and the chair of
         the Audit Committee will receive an additional annual retainer of $20,000.

         The Company reimburses directors for their expenses involved in attending board of directors and committee meetings. The
         Company provides the non-employee directors with complimentary dining privileges at any of its restaurants. The Company
         views complimentary dining privileges as a meaningful benefit to its non-employee


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         directors as it is important for non-employee directors to experience its product in order to better perform their duties for the
         Company.

         Director compensation for the year ended December 27, 2009 for our non-employee directors is set forth in the following
         table.


                                                                                           Non-Equity
                                                   Fees Earned      Stock     Option      Incentive Plan      All Other
                                                    or Paid in     Awards     Awards      Compensation      Compensation         Total
         Nam
         e                                           Cash ($)         ($)       (#)            ($)              ($)(1)            ($)
         Harold O. Rosser, II                             —           —          —               —                 —                 —
         David B. Pittaway                                —           —          —               —                 —                 —
         Michael J. Hislop(2)                         25,000          —          —               —                 —             25,000
         Allen J. Bernstein(2)                        25,000          —          —               —                 —             25,000

           (1) Certain personal benefits provided to our directors, including complimentary dining, are not required to be disclosed in
               the table because the amount of such benefits do not exceed the applicable disclosure thresholds.

           (2) At December 27, 2009, each of Messrs. Hislop and Bernstein held unexercised options to purchase an aggregate of,
               without giving effect to the -for-1 stock split of our outstanding common stock expected to occur prior to the
               consummation of this offering, 3,281.25 shares of our common stock.


         Bravo Development, Inc. Option Plan

         The Bravo Development, Inc. Option Plan was adopted by the board of directors on February 13, 2007. Pursuant to the terms
         of the 2006 Plan, we intend to seek shareholder approval of the 2006 Plan prior to the consummation of this offering.
         Without giving effect to the -for-1 stock split of our outstanding common stock expected to occur prior to the
         consummation of this offering, an aggregate of 262,500 shares of common stock have been authorized for issuance under the
         2006 Plan. As of June 27, 2010, without giving effect to the -for-1 stock split of our outstanding common stock expected
         to occur prior to the consummation of this offering, stock options to purchase an aggregate of 257,875 shares of our common
         stock were outstanding under the 2006 Plan, and 4,625 shares of our common stock remained available for future grant
         under the terms of the 2006 Plan. In the event that any shares subject to an option granted under the Option Plan are forfeited
         or the option terminates, then such forfeited or unexercised shares subject to such option become available for grant under
         the 2006 Plan again. Options granted under the 2006 Plan expire ten years after the date of grant.


         Eligibility

         Any employee or non-employee director of the Company or its subsidiaries is eligible to receive an award of options under
         the 2006 Plan, if selected to receive such award by the board of directors. However, only employees of the Company or its
         subsidiaries are eligible to be granted options intended to qualify as incentive stock options, which are eligible for special tax
         treatment under the Internal Revenue Code.


         Administration

         Our board of directors administers the 2006 Plan. The board of directors has the full authority to act in selecting recipients of
         options, determining whether any options may be transferable in accordance with our new investors securities holders
         agreement, determining the amount of options to be granted to any individual and in determining the terms and conditions of
         options granted under the 2006 Plan.


         Options

         Options granted under the 2006 Plan are either ―incentive stock options,‖ which are intended to qualify for certain
         U.S. federal income tax benefits under Section 422 of the Internal Revenue Code, or ―non-qualified stock options.‖ The per
         share exercise price of the options granted under the 2006 Plan must be at least equal to the fair market value of a share of
         our common stock on the date of grant. In addition, in the event of an incentive stock
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         option granted to a 10% Owner, the per share exercise price must be no less than 110% of the fair market value of a share of
         our common stock on the grant date. The holder of an option granted under the 2006 Plan will be entitled to exercise such
         option and purchase a number of shares of our common stock at the per share exercise price set forth in such option holder‘s
         option agreement, to the extent such option is vested and exercisable under the terms and conditions of that option
         agreement. The 2006 Plan permits the option holder to pay the exercise price for an option in cash or a certified check, or,
         with the approval of the board of directors, in shares of our common stock with a fair market value equal to the exercise
         price, by delivery of an assignment of a sufficient amount of the proceeds from the sale of shares of common stock to be
         acquired pursuant to such exercise and an instruction to a broker or selling agent to pay such amount to the Company, or any
         combination of the foregoing.


         Certain Transactions

         In the event of a sale of a majority of the assets or securities of the Company approved by Holdings, a public offering in
         which the aggregate net proceeds received by the Company and any participating selling shareholders is no less than
         $50.0 million, a consolidation, combination or merger of the Company with any other entity, a sale of all or substantially all
         of the assets of the Company or a divisive reorganization, liquidation or partial liquidation of the Company, the board of
         directors may take any of the following actions:

              • Accelerate the exercisability of all or a portion of the options,

              • Cancel outstanding options in exchange for a cash payment in an amount equal to the excess, if any, of the fair
                market value of the common stock underlying the unexercised portion of the option over the exercise price of such
                portion,

              • Terminate all options immediately prior to such transaction, provided the option holders are given an opportunity to
                exercise the option within a specified period following their receipt of written notice of the transaction and the
                intention to terminate the options prior to such transaction, or

              • Require the successor corporation, if the Company does not survive such transaction, to assume outstanding options
                or provide awards involving the common stock of such successor on terms and conditions that preserve the rights of
                the option holders prior to such transaction.

         Options are also subject to adjustments, as necessary to preserve the rights of option holders, in the event of a change in the
         Company‘s capitalization such as a stock split, spin-off, stock dividend, merger or reorganization.


         Transferability

         Unless the board of directors determines otherwise, options granted under the 2006 Plan are nontransferable, except by the
         laws of descent and distribution.


         Repurchase

         Option shares are subject to repurchase at fair market value in the event of the holder‘s termination of employment pursuant
         to the provisions of the new investors securities holders agreement.


         Amendment and Termination

         The board may amend or modify the 2006 Plan at any time, provided that such amendment may not amend the plan in any
         way that would adversely affect outstanding awards without the applicable holders‘ consent. The 2006 Plan will terminate
         on December 20, 2016 unless earlier terminated by the board of directors.


         Bravo Brio Restaurant Group, Inc. 2010 Option Plan

         Prior to the consummation of this offering, we expect to adopt a new stock incentive plan. Under the stock incentive plan,
         we may offer restricted shares of our common stock and grant options to purchase shares of our common stock. The purpose
of the stock incentive plan will be to promote our long-term financial success by attracting, retaining and rewarding eligible
participants.


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                                                       Principal and Selling Shareholders

         The following table sets forth information regarding the beneficial ownership of our Series A preferred stock and our
         common stock as of June 27, 2010 by:

              • each person known to us to beneficially own more than 5% of the outstanding shares of common stock;

              • each of our named executive officers;

              • each of our directors;

              • all directors and executive officers as a group; and

              • each selling shareholder.

         The table also sets forth such persons‘ beneficial ownership of common stock immediately after this offering.

         We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes
         below, we believe, based on the information furnished to us, that the persons and entities named in the tables below have
         sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to
         applicable community property laws. We have based our calculation of the percentage of beneficial ownership on, without
         giving effect to the reorganization transactions expected to occur prior to the consummation of this offering,
         1,050,000 shares of common stock and 59,500 shares of Series A preferred stock outstanding on June 27, 2010 and, after
         giving effect to the reorganization transactions,      shares of common stock and no shares of Series A preferred stock
         outstanding upon completion of this offering.

         In computing the number of shares of common stock beneficially owned by a person or group and the percentage ownership
         of that person or group, we deemed to be outstanding any shares of common stock subject to options held by that person or
         group that are currently exercisable or exercisable within 60 days after June 27, 2010. We did not deem these shares
         outstanding, however, for the purpose of computing the percentage ownership of any other person.

         Unless otherwise noted below, the address of each beneficial owner set forth in the table is c/o Bravo Brio Restaurant Group,
         Inc., 777 Goodale Boulevard, Suite 100, Columbus, Ohio 43212 and our telephone number is (614) 326-7944.


                                                           Before Offering and                                                         After Offering and
                                                       Reorganization Transactions                                                 Reorganization Transactions
                                                                                                                          Number of
                                    Number of                                                                             Additional
                                                                                                             Number
                                     Shares of                           Number of                              of         Shares of        Number of
                                      Series A          Percent of       Shares of       Percent of          Shares of     Common           Shares of             Percent of
                                     Preferred           Series A        Common          Common              Common       Stock to be       Common                Common
                                                                                                             Stock to
                                       Stock            Preferred          Stock            Stock               be          Sold at            Stock                 Stock
                                                                                                              Sold in
                                    Beneficially          Stock         Beneficially     Beneficially          this      Underwriters       Beneficially          Beneficially
              Name of
              Beneficial
              Owner(1)                Owned              Owned             Owned         Owned(1)            Offering       Option            Owned                 Owned


              Bravo Development
                Holdings LLC(1)       47,659.500              80.1 %        841,050.0               80.1 %          —                   —               —                      —
              Bruckmann, Rosser,
                Sherrill & Co. II
                L.P.(1)                            —              —                  —                —                                                    (2 )
              CHBravo Holding I
                LLC(3)                             —              —                  —                —
              Golub Capital
                Partners IV,
                L.P.(4)                            —              —                  —                —
              Golub Capital
                Coinvestment
                L.P.(4)                            —              —                  —                —
Alton F. Doody, III     5,503.750    9.3        97,125.0    9.3
Saed Mohseni              349.500          *     6,100.0          *
Harold O. Rosser
  II(5)(6)             47,659.500   80.1       841,050.0   80.1       (2 )
David B.
  Pittaway(5)(6)       47,659.500   80.1       841,050.0   80.1
Michael J. Hislop              —     —               —      —
Allen J. Bernstein             —     —               —      —
James J. O‘Connor         120.325          *     1,847.5          *
Brian O‘Malley            367.450          *     6,235.0          *
Michael Moser             260.750          *     5,925.0          *
Ronald F. Dee             187.000          *     3,300.0          *
Julie Frist(7)                 —     —               —      —
All directors and
  executive officers
  as a group
  (10 persons)         54,448.275   91.5 %     961,582.5   91.6 %

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            * Less than 1%

           (1) The address of Bravo Development Holdings LLC (―Holdings‖) and Bruckmann, Rosser, Sherrill & Co. II L.P. (―BRS
               II‖) is c/o Bruckmann, Rosser, Sherrill & Co., Inc., 126 East 56th Street, New York, New York 10022. BRS II is a
               member of Holdings. As part of the reorganization transactions, BRS II will receive shares of our common stock in
               exchange for its common units of Holdings. See ―Reorganization Transactions.‖

           (2) BRSE, L.L.C. is the general partner of BRS II and as such may be deemed to have indirect beneficial ownership of the
               shares of common stock held by BRS II. Mr. Rosser is a manager of BRSE, L.L.C. and a partner of BRS II and as
               such may be deemed to have indirect beneficial ownership of the shares of common stock held by BRS II. Mr. Rosser
               expressly disclaims beneficial ownership of the shares of common stock held by BRS II except to the extent of his
               pecuniary interest in such shares.

           (3) The address of CHBravo Holding I LLC (―CHBravo‖) is c/o Castle Harlan, Inc., 150 East 58 th Street, New York,
               New York 10155. CHBravo is a member of Holdings. As part of the reorganization transactions, CHBravo will
               receive shares of our common stock in exchange for its common units of Holdings. See ―Reorganization
               Transactions.‖

           (4) Current member of Holdings. The address of Golub Capital Partners IV, L.P. (―GCP‖) and Golub Capital
               Coinvestment L.P. (―GCC‖) is c/o Golub Capital, 551 Madison Avenue, 6 th Floor, New York, New York 10022. As
               part of the reorganization transactions, each of GCP and GCC will receive shares of our common stock in exchange
               for its common units of Holdings. See ―Reorganization Transactions.‖

           (5) Includes 47,659.50 shares of Series A preferred stock and 841,050 shares of common stock owned by Holdings.

           (6) Messrs. Rosser and Pittaway may be deemed to share beneficial ownership of the shares held by Holdings by virtue of
               their status as members of the advisory board of Holdings. Each of Messrs. Rosser and Pittaway expressly disclaims
               beneficial ownership of any shares held by Holdings that exceed his pecuniary interest therein. The members of the
               advisory board of Holdings share investment and voting power with respect to securities owned by Holdings, but no
               individual controls such investment or voting power.

           (7) Current member of Holdings. The address of Ms. Frist is c/o Bruckmann, Rosser, Sherrill & Co., Inc., 126 East 56 th
               Street, New York, New York 10022. As part of the reorganization transactions, Ms. Frist will receive shares of our
               common stock in exchange for her common units of Holdings. See ―Reorganization Transactions.‖


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                                  Certain Relationships and Related Party Transactions
         The following sets forth certain transactions involving us and our directors, executive officers and affiliates.

         We do not have a formal written policy for review and approval of transactions required to be disclosed pursuant to
         Item 404(a) of Regulation S-K. Following the consummation of this offering, we expect that our audit committee will be
         responsible for review, approval and ratification of ―related-person transactions‖ between us and any related person. Under
         SEC rules, a related person is an officer, director, nominee for director or beneficial holder of more than 5.0% of any class of
         our voting securities since the beginning of the last fiscal year or an immediate family member of any of the foregoing. Any
         member of the audit committee who is a related person with respect to a transaction under review will not be able to
         participate in the deliberations or vote on the approval or ratification of the transaction. However, such a director may be
         counted in determining the presence of a quorum at a meeting of the committee that considers the transaction.

         Other than the transactions described below and the arrangements described under ―Compensation Discussion and
         Analysis,‖ since December 31, 2006, there has not been, and there is not currently proposed, any transaction or series of
         similar transactions to which we were or will be a party in which the amount involved exceeded or will exceed $120,000 and
         in which any related person had or will have a direct or indirect material interest.

         Reorganization Transactions

         It is anticipated that Holdings will enter into an exchange agreement with us pursuant to which Holdings will exchange its
         shares of our Series A preferred stock and common stock for new shares of our common stock immediately prior to the
         consummation of this offering. Additionally, we and each of our other current shareholders will simultaneously enter into a
         similar exchange agreement pursuant to which each such shareholder will exchange all of their shares of our Series A
         preferred stock and common stock for new shares of our common stock immediately prior to the consummation of this
         offering. See ―Reorganization Transactions.‖

         2006 Recapitalization

         On June 2, 2006, we entered into an Agreement and Plan of Merger, referred to herein as the merger agreement, with
         Holdings and BDI Acquisition Corp., a wholly owned subsidiary of Holdings, to consummate our recapitalization. Under the
         terms of the merger agreement, BDI Acquisition Corp. merged with and into us with our company as the surviving entity.
         The transactions contemplated under the merger agreement were effected on June 29, 2006, or the Effective Date. As a result
         of these transactions, Holdings, an entity controlled by affiliates of BRS and Castle Harlan, became our majority
         shareholder.

         In addition to the consideration paid on the Effective Date, under the terms of the merger agreement, our equity holders and
         option holders prior to the Effective Date had the opportunity to earn additional consideration in the event we were able to
         achieve certain performance criteria. As a result of our performance during the measurement period, additional consideration
         in the aggregate amount of $7.9 million, plus accrued interest, was paid to our former equity holders and option holders in
         September 2007, including $2,708,732 to Mr. Doody, $115,524 to Mr. O‘Malley, $79,216 to Mr. Moser and $66,013 to
         Mr. Dee.

         BRS Management Agreement

         On the Effective Date, we entered into a management agreement with Bruckmann, Rosser, Sherrill & Co., Inc., or BRS Inc.,
         with a term of up to ten years, pursuant to which BRS Inc. has agreed to provide us certain advisory and consulting services
         relating to business and organizational strategy, financial and investment management and merchant and investment
         banking. Under the terms of the management agreement, we agreed to pay BRS Inc.


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         (i) in each of 2007 and 2008, an annual fee equal to the greater of $175,000 and 0.75% of EBITDA, as defined in the
         management agreement, (ii) in 2009 and each following year, an annual fee equal to $784,000 and (iii) a transaction fee in
         connection with each acquisition, divesture and public offering of equity securities in which we engage (including this
         offering), the amount of which varies depending on the size and type of transaction, plus, in each case, reimbursement for all
         reasonable out-of-pocket expenses incurred by BRS Inc. We have also agreed to indemnify BRS Inc. for any losses and
         liabilities arising out of its provision of services to us or otherwise related to its performance under the management
         agreement. For our fiscal years ended December 27, 2009, December 28, 2008 and December 30, 2007, we paid BRS Inc. or
         otherwise accrued $800,000, $255,000 and $192,000, respectively, in management fees and expenses. We expect that the
         management agreement will be terminated as of the closing of this offering in exchange for a payment estimated to be
         $525,000 to BRS Inc. This amount is subject to adjustment based on the level of EBITDA, as defined in the management
         agreement, for the twelve months preceding the closing of this offering.

         Castle Harlan Management Agreement

         On the Effective Date, we also entered into a management agreement with Castle Harlan, with a term of up to ten years,
         pursuant to which Castle Harlan has agreed to provide us certain advisory and consulting services relating to business and
         organizational strategy, financial and investment management and merchant and investment banking. Under the terms of the
         management agreement, we agreed to pay Castle Harlan (i) in each of 2007 and 2008, an annual fee equal to the greater of
         $175,000 and 0.75% of EBITDA, as defined in the management agreement, (ii) in 2009 and each following year, an annual
         fee equal to $784,000 and (iii) a transaction fee in connection with each acquisition, divesture and public offering of equity
         securities in which we engage (including this offering), the amount of which varies depending on the size and type of
         transaction, plus in each case reimbursement for all reasonable out-of-pocket expenses incurred by Castle Harlan. We have
         also agreed to indemnify Castle Harlan for any losses and liabilities arising out of its provision of services to us or otherwise
         related to its performance under the management agreement. For our fiscal years ended December 27, 2009, December 28,
         2008 and December 30, 2007, we paid Castle Harlan or otherwise accrued $811,000, $252,000 and $195,000, respectively,
         in management fees and expenses. We expect that the management agreement will be terminated as of the closing of this
         offering in exchange for a payment estimated to be $525,000 to Castle Harlan. This amount is subject to adjustment based on
         the level of EBITDA, as defined in the management agreement, for the twelve months preceding the closing of this offering.

         Securities Holders Agreement

         On the Effective Date, we entered into a securities holders agreement among us, Holdings, Alton Doody and certain of our
         other shareholders. The securities holders agreement, among other things: (i) restricts the transfer of our equity securities and
         (ii) grants preemptive rights on issuances of our equity securities, subject to certain exceptions, including issuances pursuant
         to certain public equity offerings. Certain provisions of the securities holders agreement, including the provision described
         above concerning the grant of preemptive rights, will become inapplicable upon the consummation of this offering.

         New Investors Securities Holders Agreement

         On the Effective Date, we entered into a new investors securities holders agreement among us, Holdings, certain of our
         named executive officers and certain of our other shareholders. The new investors securities holders agreement, among other
         things: (i) restricts the transfer of our equity securities, (ii) grants us a purchase option on our equity securities held by
         employee shareholders upon certain termination events, (iii) requires each shareholder who is a party to the agreement to
         consent to a sale of our company if such sale is approved by Holdings, (iv) grants tag-along rights on certain transfers of our
         equity securities by any shareholder who is a party to the agreement and (v) grants preemptive rights on issuances of our
         equity securities, subject to certain exceptions, including issuances pursuant to certain public equity offerings. Certain
         provisions of the new investors securities holders agreement, including the provisions described above concerning tag-along
         rights, the consent to an approved sale and the grant of preemptive rights, will become inapplicable or terminate upon the
         consummation of this offering.


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         Registration Rights Agreement

         On the Effective Date, we entered into a registration rights agreement with substantially all of our current shareholders, other
         than those who purchase shares in this offering, entitling them to certain rights with respect to the registration of their shares
         under the Securities Act. Under the registration rights agreement, certain holders of shares of our common stock may
         demand that we file a registration statement under the Securities Act covering some or all of such holders‘ shares. The
         registration rights agreement limits the number of demand registration requests the holders may require us to file to six;
         however, holders of at least a majority of the shares of our common stock issued to Holdings may require us to file an
         unlimited number of registration statements on Form S-3. In addition, the holders of our common stock have certain
         ―piggyback‖ registration rights. If we propose to register any of our equity securities under the Securities Act other than
         pursuant to a demand registration or specified excluded registrations, holders may require us to include all or a portion of
         their common stock in the registration. Each shareholder party to the registration rights agreement has agreed not to effect
         any public sale or distribution of our securities for its own account during the ten day period prior to and during the 180 day
         period (in the case of our initial public offering) or 90 day period (in the case of an offering after our initial public offering)
         beginning on the effective date of a registration statement filed with the SEC. We have agreed not to effect any public sale or
         distribution of our securities (subject to certain exceptions) during the ten day period prior to and during the 180 day period
         (in the case of our initial public offering) or 90 day period (in the case of an offering after our initial public offering)
         beginning on the effective date of a registration statement filed with the SEC. All fees, costs and expenses of any registration
         effected pursuant to the registration rights agreement including all registration and filing fees, printing expenses, legal
         expenses will be paid by us. We expect that prior to the consummation of this offering substantially all of the holders of
         registration rights will have waived those rights with respect to this offering.

         Employment Agreements

         Currently, the Company is a party to an employment agreement with Saed Mohseni, our President and Chief Executive
         Officer, entered into at the time of his hire in February 2007. This agreement is described in more detail in ―Compensation
         Discussion and Analysis — Employment Agreements.‖

         We are not party to any effective employment agreements with any other executive officer.


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                                                     Description of Capital Stock

         Upon completion of this offering, our authorized capital stock will consist of       shares of common stock, par value $0.001
         per share and       shares of preferred stock, par value $0.001 per share, the rights and preferences of which may be
         established from time to time by our board of directors. As of June 27, 2010, there were 1,050,000 shares of common stock
         issued and outstanding held by 29 holders of record.

         The following descriptions are summaries of the material terms of our capital stock. Because it is only a summary, it does
         not contain all the information that may be important to you. For a more thorough understanding of the terms of our capital
         stock, you should refer to our Second Amended and Restated Articles of Incorporation and Second Amended and Restated
         Regulations, which are included as exhibits to the registration statement of which this prospectus forms a part.


         General

         It is anticipated that our majority shareholder, Bravo Development Holdings LLC, or Holdings, will enter into an exchange
         agreement with us pursuant to which Holdings will exchange its shares of our Series A preferred stock and common stock
         for new shares of our common stock immediately prior to the consummation of this offering. Additionally, we and each of
         our other current shareholders will simultaneously enter into a similar exchange agreement pursuant to which each such
         shareholder will exchange all of their shares of our Series A preferred stock and common stock for new shares of our
         common stock immediately prior to the consummation of this offering.

         The aggregate number of shares of our new common stock issued by us in exchange for the shares of our Series A preferred
         stock and our outstanding common stock, or the new common shares, will equal                shares. The number of new common
         shares will not be affected by the initial public offering price of shares of our common stock in this offering, although the
         allocation of such shares to the holders of our Series A preferred stock and to the holders of our outstanding common stock
         will be based upon the initial public offering price in this offering. Under the terms of the exchange of our Series A preferred
         stock, each share of Series A preferred stock will be exchanged for            new common shares, which have an aggregate fair
         value, based upon an initial public offering price of        , the midpoint of the price range set forth on the cover of this
         prospectus, equal to the liquidation preference for each share of Series A preferred stock. The ―liquidation preference,‖ as
         defined in our amended and restated articles of incorporation, for each share of Series A preferred stock equals $1,000 plus
         all accumulated but unpaid dividends that have accrued on such share. The holders of our outstanding common stock will
         receive         of new common shares (based upon an exchange ratio of one to one and after giving effect to a              for-1
         stock split of our outstanding common stock) equal to the aggregate number of new common shares issued less the new
         common shares issued to the holders of Series A preferred stock. Based upon an initial public offering price of $          per
         share, the midpoint of the price range set forth on the cover of this prospectus, holders of our Series A preferred stock will
         receive an aggregate of approximately           new common shares, representing a beneficial ownership interest of % of
         our company. A $1.00 increase (decrease) in the assumed initial public offering price of $         per share, the midpoint of the
         price range set forth on the cover of this prospectus, would increase (decrease) the beneficial ownership of our new common
         shares held by holders of our Series A preferred stock by %. Any such increase (decrease) in the assumed initial public
         offering price, however, will not affect the number of new common shares outstanding after giving effect to this offering and
         the reorganization transactions. See ―Reorganization Transactions‖ for more information.


         Common Stock

         The holders of our common stock are entitled to dividends as our board of directors may declare, from time to time, from
         funds legally available therefor, subject to the preferential rights of the holders of our preferred stock, if any, and any
         contractual limitations on our ability to declare and pay dividends. The holders of our common stock are entitled to one vote
         per share on any matter to be voted upon by shareholders. Our articles of incorporation do not provide for cumulative voting
         in connection with the election of directors, and accordingly, holders of more than 50% of the shares voting will be able to
         elect all of the directors. The holders of a majority of the shares issued and outstanding constitute a quorum at all meetings of
         the shareholders for the transaction of business.


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         Upon the consummation of this offering, no holder of our common stock will have any preemptive right to subscribe for any
         shares of our capital stock issued in the future.

         Upon any voluntary or involuntary liquidation, dissolution, or winding up of our affairs, the holders of our common stock
         are entitled to share ratably in all assets remaining after payment of creditors and subject to prior distribution rights of our
         preferred stock, if any.


         Preferred Stock

         Following the consummation of this offering, no shares of our preferred stock will be outstanding. Our Second Amended
         and Restated Articles of Incorporation will provide that our board of directors may, by resolution, establish one or more
         classes or series of preferred stock having the number of shares and relative voting rights, designations, dividend rates,
         liquidation, and other rights, preferences, and limitations as may be fixed by them without further shareholder approval. The
         holders of our preferred stock may be entitled to preferences over common shareholders with respect to dividends,
         liquidation, dissolution, or our winding up in such amounts as are established by the resolutions of our board of directors
         approving the issuance of such shares.

         The issuance of our preferred stock may have the effect of delaying, deferring or preventing a change in control of us
         without further action by the holders and may adversely affect voting and other rights of holders of our common stock. In
         addition, issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other
         corporate purposes, could make it more difficult for a third party to acquire a majority of the outstanding shares of voting
         stock. At present, we have no plans to issue any shares of preferred stock.


         Registration Rights

         Under the terms of the registration rights agreement, if we propose to register any of our securities under the Securities Act
         following this offering, whether for our own account or otherwise, certain holders of our common stock are entitled to notice
         of such registration and are entitled to include their shares therein, subject to certain conditions and limitations, including,
         without limitation, pro rata reductions in the number of shares to be sold in an offering. The holders of registrable securities
         also may require us to effect the registration of their registrable securities for sale to the public, subject to certain conditions
         and limitations. We would be responsible for the expenses of any such registration. See ―Certain Relationships and Related
         Party Transactions — Registration Rights Agreement.‖


         Anti-Takeover Effects of Our Second Amended and Restated Articles of Incorporation and Second
         Amended and Restated Regulations and Ohio Law

         Articles of Incorporation and Regulations. Certain provisions of our Second Amended and Restated Articles of
         Incorporation and Second Amended and Restated Regulations could have anti-takeover effects. These provisions are
         intended to enhance the likelihood of continuity and stability in the composition of our corporate policies formulated by our
         board of directors. In addition, these provisions also are intended to ensure that our board of directors will have sufficient
         time to act in what our board of directors believes to be in the best interests of us and our shareholders. These provisions also
         are designed to reduce our vulnerability to an unsolicited proposal for our takeover that does not contemplate the acquisition
         of all of our outstanding shares or an unsolicited proposal for the restructuring or sale of all or part of us. These provisions
         are also intended to discourage certain tactics that may be used in proxy fights.

         However, these provisions could delay or frustrate the removal of incumbent directors or the assumption of control of us by
         the holder of a large block of common stock, and could also discourage or make more difficult a merger, tender offer, or
         proxy contest, even if such event would be favorable to the interest of our shareholders.

         Classified Board of Directors. Our Second Amended and Restated Articles of Incorporation will provide for our board of
         directors to be divided into two classes of directors, with each class as nearly equal in number as possible, serving staggered
         two year terms. As a result, approximately one half of our board of directors will be elected each year. The classified board
         provision will help to assure the continuity and stability of our board of directors and


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         our business strategies and policies as determined by our board of directors. The classified board provision could have the
         effect of discouraging a third party from making an unsolicited tender offer or otherwise attempting to obtain control of us
         without the approval of our board of directors. In addition, the classified board provision could delay shareholders who do
         not like the policies of our board of directors from electing a majority of our board of directors for two years.

         Special Meetings. Our Second Amended and Restated Regulations will provide that special meetings of the shareholders
         may be called only upon the request of not less than a majority of the combined voting power of the voting stock, upon the
         request of a majority of the board of directors or upon the request of the chief executive officer. Our Second Amended and
         Restated Regulations will prohibit the conduct of any business at a special meeting other than as specified in the notice for
         such meeting. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers or changes in
         control or management of our company.

         Advance Notice Requirements for Shareholder Proposals and Director Nominees. Our Second Amended and Restated
         Regulations will establish an advance notice procedure for our shareholders to make nominations of candidates for election
         as directors or to bring other business before an annual meeting of our shareholders. The shareholder notice procedure will
         provide that only persons who are nominated by, or at the direction of, our board of directors or its Chairman, or by a
         shareholder who has given timely written notice to our Secretary prior to the meeting at which directors are to be elected,
         will be eligible for election as our directors. The shareholder notice procedure will also provide that at an annual meeting of
         our shareholders, only such business may be conducted as has been brought before the meeting by, or at the direction of, our
         board of directors or its Chairman or by a shareholder who has given timely written notice to our Secretary of such
         shareholder‘s intention to bring such business before such meeting. Under the shareholder notice procedure, if a shareholder
         desires to submit a proposal or nominate persons for election as directors at an annual meeting, the shareholder must submit
         written notice to us in accordance with the guidelines set forth in our Second Amended and Restated Regulations. This
         provision may have the effect of precluding the conduct of certain business at a meeting if the proper notice is not provided
         and may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer‘s own
         slate of directors or otherwise attempting to obtain control of us. In addition, the ability of our shareholders to remove
         directors without cause will be precluded.

         Removal; Filling Vacancies. Our Second Amended and Restated Regulations will authorize our board of directors to fill
         any vacancies that occur in our board of directors by reason of death, resignation, removal or otherwise. A director so elected
         by our board of directors to fill a vacancy or a newly created directorship holds office until the next election of the class for
         which such director has been chosen and until his successor is elected and qualified. Our Second Amended and Restated
         Regulations will also provide that directors may be removed only for cause and only by the affirmative vote of holders of a
         majority of the combined voting power of our then outstanding stock. The effect of these provisions is to preclude a
         shareholder from removing incumbent directors without cause and simultaneously gaining control of our board of directors
         by filling the vacancies created by such removal with its own nominees.

         Authorized but Unissued Shares. Our authorized but unissued shares of common stock and preferred stock will be available
         for future issuance without shareholder approval. We may use additional shares for a variety of corporate purposes,
         including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence
         of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt
         to obtain control of us by means of a proxy context, tender offer, merger or otherwise.

         Indemnification. We will include in our Second Amended and Restated Articles of Incorporation and Second Amended and
         Restated Regulations provisions to (1) eliminate the personal liability of our directors for monetary damages resulting from
         breaches of their fiduciary duty to the extent permitted by the Ohio Revised Code and (2) indemnify our directors and
         officers to the fullest extent permitted by the Ohio Revised Code. We believe that these provisions are necessary to attract
         and retain qualified persons as directors and officers. We have obtained insurance that insures our directors and officers
         against certain losses and which insures us against our obligations to indemnify the directors and officers and we intend to
         obtain greater coverage prior to the completion of this offering.


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         Control Share Acquisitions. After the completion of this offering, we will be an issuing public corporation subject to
         Section 1701.831 of the Ohio Revised Code, known as the ―Ohio Control Share Acquisition Statute.‖ This statute provides
         that certain notice and informational filings and special shareholder meeting and voting procedures must be followed prior to
         any person‘s acquisition of the corporation‘s shares that would entitle the acquirer, directly or indirectly, alone or acting with
         others, to exercise or direct the voting power of the corporation in the election of directors within any of the following
         ranges: (i) one-fifth or more but less than one-third of that voting power, (ii) one-third or more but less than a majority of
         that voting power or (iii) a majority or more of that voting power. Under the statute, a control share acquisition must be
         approved at a special meeting of the shareholders, at which a quorum is present, by at least a majority of the voting power of
         the corporation in the election of directors represented at the meeting and by the holders of at least a majority of the voting
         power excluding the voting power of shares owned by the acquiring shareholder and certain ―interested shares,‖ including
         shares owned by officers elected or appointed by the directors of the corporation and by directors of the corporation who
         also are employees of the corporation.

         Merger Moratorium Statute. As an issuing public corporation, we also will be subject to Chapter 1704 of the Ohio Revised
         Code, known as the ―Merger Moratorium Statute.‖ This statute prohibits certain transactions if they involve both the
         corporation and a person that is an ―interested shareholder‖ (or anyone affiliated or associated with an ―interested
         shareholder‖), unless the board of directors has approved, prior to the person becoming an interested shareholder, either the
         transaction or the acquisition of shares pursuant to which the person became an interested shareholder. An interested
         shareholder is any person who is the beneficial owner of a sufficient number of shares to allow such person, directly or
         indirectly, alone or acting with others, to exercise or direct the exercise of 10% of the voting power of the corporation in the
         election of directors. The prohibition imposed on a person by Chapter 1704 is absolute for at least three years and continues
         indefinitely thereafter unless (i) the acquisition of shares pursuant to which the person became an interested shareholder
         received the prior approval of the corporation‘s board of directors, (ii) the Chapter 1704 transaction is approved by the
         holders of shares entitled to exercise at least two-thirds of the voting power of the corporation in the election of directors,
         including shares representing at least a majority of voting shares that are not beneficially owned by an interested shareholder
         or an affiliate or associate of an interested shareholder or (iii) the Chapter 1704 transaction satisfies statutory conditions
         relating to the fairness of the consideration to be received by the shareholders of the corporation.


         Nasdaq Global Market Listing Trading

         We have applied to have our common stock approved for listing on the Nasdaq Global Market under the symbol ―BBRG.‖


         Transfer Agent and Registrar

         We intend to appoint a transfer agent and registrar for our common stock prior to the completion of this offering.


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                                                     Description of Indebtedness

         New Senior Credit Facilities

         In connection with this offering, we plan to enter into new senior credit facilities. We expect that the new senior credit
         facilities will provide for (i) a $   million term loan facility, maturing in      , and (ii) a revolving credit facility under
         which we may borrow up to $          million (including a sublimit cap of up to $    million for letters of credit and up to
         $     million for swing-line loans), maturing in            . We expect that our new senior credit facilities will contain
         customary affirmative and negative covenants and require us to meet certain financial ratios. We anticipate that the new
         senior credit facilities will be secured by substantially all of our assets.


         Existing Senior Credit Facilities

         In connection with our 2006 recapitalization, we entered into our existing $112.5 million senior credit facilities with a
         syndicate of lenders. The existing senior credit facilities provide for (i) an $82.5 million term loan facility and (ii) a
         revolving credit facility under which we may borrow up to $30.0 million (including a sublimit cap of up to $7.0 million for
         letters of credit and up to $5.0 million for swing-line loans). Payment of all obligations under the existing senior credit
         facilities are collateralized by a first priority security interest in substantially all of our assets and those of our material
         subsidiaries. Borrowings under the term loan facility and the revolving credit facility bear interest at a rate per annum based
         on the prime rate, plus a margin of up to 2%, or the London Interbank Offered Rate (LIBOR), plus a margin up to 3%, with
         margins determined by certain financial ratios. In addition to the interest on our borrowings, we must pay an annual
         commitment fee of 0.5% on the unused portion of the revolving credit facility. The weighted-average interest rate on the
         borrowings at March 28, 2010 and December 27, 2009 was 3.31% and 3.47%, respectively.

         We expect to use net proceeds from this offering, together with borrowings under our new senior credit facilities, to repay all
         loans outstanding under our existing senior credit facilities, any accrued and unpaid interest and related LIBOR breakage
         costs and other fees. As of March 28, 2010, approximately $85.8 million principal amount of loans were outstanding under
         our existing senior credit facilities. Our existing senior credit facilities can be prepaid without premium or penalty, other than
         any related LIBOR breakage costs and other fees.

         The existing senior credit facilities contain certain customary events of default, including, without limitation, upon the
         occurrence of certain change of control transactions that include the consummation of this offering.


         13.25% Senior Subordinated Secured Notes

         In connection with our 2006 recapitalization, we also issued $27.5 million of our 13.25% senior subordinated secured notes.
         The note purchase agreement is collateralized by a second priority interest in substantially all of our assets and those of our
         material subsidiaries. Interest is payable monthly at an annual interest rate of 13.25%, with the principal due on
         December 29, 2012. Pursuant to the note purchase agreement, we were entitled to elect monthly during the first year to
         accrue interest at the rate of 14.25% per annum with no payments. Commencing in the second year of the note purchase
         agreement through the maturity date, we have the option to accrue interest at an annual rate of 13.25%, consisting of cash
         interest equal to 9% and paid-in-kind interest of 4.25%. Interest accrued but unpaid during the term of the notes is
         capitalized into the principal balance.

         We expect to use net proceeds from this offering, together with borrowings under our new senior credit facilities, to repay all
         of our 13.25% senior subordinated secured notes, and any accrued and unpaid interest. As of March 28, 2010, approximately
         $32.4 million aggregate principal amount of our 13.25% senior subordinated secured notes were outstanding. Our
         13.25% senior subordinated secured notes can be prepaid without premium or penalty.

         The senior subordinated secured notes contain certain customary events of default, including, without limitation, upon the
         occurrence of certain change of control transactions that include the consummation of this offering.


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                                                      Shares Eligible For Future Sale

         Prior to this offering, there has been no market for shares of our common stock. We cannot predict the effect, if any, future
         sales of shares of our common stock, or the availability for future sale of shares of our common stock, will have on the
         market price of shares of our common stock prevailing from time to time. The sale of substantial amounts of shares of our
         common stock in the market, or the perception that such sales could occur, could harm the prevailing market price of shares
         of our common stock.


         Sale of Restricted Shares

         Upon completion of this offering and the reorganization transactions, we will have            shares of common stock
         outstanding, based on, without giving effect to the reorganization transactions, 1,050,000 shares of common stock and
         59,500 shares of Series A preferred stock outstanding as of June 27, 2010. Of these shares, the shares sold in this offering,
         plus any shares sold upon exercise of the underwriters‘ over-allotment option, will be freely tradable without restriction
         under the Securities Act, except for any shares purchased by our ―affiliates‖ as that term is defined in Rule 144 promulgated
         under the Securities Act. In general, affiliates include our executive officers, directors, and 10% shareholders. Shares
         purchased by affiliates will remain subject to the resale limitations of Rule 144.

         Upon completion of this offering,         shares of our common stock will be ―restricted securities,‖ as that term is defined in
         Rule 144 promulgated under the Securities Act. These restricted securities are eligible for public sale only if they are
         registered under the Securities Act or if they qualify for an exemption from registration under Rules 144 or 701 promulgated
         under the Securities Act, which are summarized below.

         As a result of the lock-up agreements described below and the provisions of Rule 144 and Rule 701 promulgated under the
         Securities Act, the shares of our common stock (excluding the shares sold in this offering) will be available for sale in the
         public market as follows:

              • no shares will be eligible for sale on the date of this prospectus;

              •          shares will be eligible for sale upon the expiration of the lock-up agreements, as more particularly described
                    below, beginning 180 days after the date of this prospectus; and

              •          shares will be eligible for sale, upon the exercise of vested options, upon the expiration of the lock-up
                    agreements, as more particularly described below, beginning 180 days after the date of this prospectus.


         Lock-Up Agreements

         Our directors, executive officers, the selling shareholders and substantially all of our other shareholders will enter into
         lock-up agreements in connection with this offering, generally providing that they will not offer, sell, contract to sell, or
         grant any option to purchase or otherwise dispose of our common stock or any securities exercisable for or convertible into
         our common stock owned by them for a period of at least 180 days after the date of this prospectus without the prior written
         consent of the underwriters. Despite possible earlier eligibility for sale under the provisions of Rules 144 and 701, shares
         subject to lock-up agreements will not be salable until these agreements expire or are waived by the underwriters.
         Approximately % of our outstanding shares of common stock, will be subject to such lock-up agreements. These
         agreements are more fully described in ―Underwriting — Lock-Up Agreements.‖

         We have been advised by the underwriters that they may at their discretion waive the lock-up agreements; however, they
         have no current intention of releasing any shares subject to a lock-up agreement. The release of any lock-up would be
         considered on a case-by-case basis. In considering any request to release shares covered by a lock-up agreement, the
         representatives would consider circumstances of emergency and hardship. No agreement has been made between the
         underwriters and us or any of our shareholders pursuant to which the underwriters will waive the lock-up restrictions.


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         Rule 144

         Generally, Rule 144 provides that an affiliate who has beneficially owned ―restricted‖ shares of our common stock for at
         least six months will be entitled to sell on the open market in brokers‘ transactions, within any three-month period, a number
         of shares that does not exceed the greater of:

              • 1% of the number of shares of our common stock then outstanding, which will equal             shares immediately after
                this offering; or

              • the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a
                notice on Form 144 with respect to such sale.

         In addition, sales under Rule 144 are subject to requirements with respect to manner of sale, notice, and the availability of
         current public information about us.

         In the event that any person who is deemed to be our affiliate purchases shares of our common stock in this offering or
         acquires shares of our common stock pursuant to one of our employee benefits plans, sales under Rule 144 of the shares held
         by that person will be subject to the volume limitations and other restrictions described in the preceding two paragraphs.

         The volume limitation, manner of sale and notice provisions described above will not apply to sales by non-affiliates. For
         purposes of Rule 144, a non-affiliate is any person or entity who is not our affiliate at the time of sale and has not been our
         affiliate during the preceding three months. Once we have been a reporting company for 90 days, a non-affiliate who has
         beneficially owned restricted shares of our common stock for six months may rely on Rule 144 provided that certain public
         information regarding us is available. The six month holding period increases to one year in the event we have not been a
         reporting company for at least 90 days. However, a non-affiliate who has beneficially owned the restricted shares proposed
         to be sold for at least one year will not be subject to any restrictions under Rule 144 regardless of how long we have been a
         reporting company.


         Rule 701

         Under Rule 701, each of our employees, officers, directors, and consultants who purchased shares pursuant to a written
         compensatory plan or contract is eligible to resell these shares 90 days after the effective date of this offering in reliance
         upon Rule 144, but without compliance with specific restrictions. Rule 701 provides that affiliates may sell their
         Rule 701 shares under Rule 144 without complying with the holding period requirement and that non-affiliates may sell their
         shares in reliance on Rule 144 without complying with the holding period, public information, volume limitation, or notice
         provisions of Rule 144.


         Form S-8 Registration Statements

         We intend to file one or more registration statements on Form S-8 under the Securities Act as soon as practicable after the
         completion of this offering for shares issued upon the exercise of options and shares to be issued under our employee benefit
         plans. As a result, any such options or shares will be freely tradable in the public market. We have granted options to
         purchase, without giving effect to the        -for-1 stock split of our outstanding common stock expected to occur prior to the
         consummation of this offering, 257,875 shares of our common stock,              of which have vested and will be exercisable
         upon the consummation of this offering based upon an initial public offering price of $        per share, the midpoint of the
         price range set forth on the cover of this prospectus. However, such shares held by affiliates will still be subject to the
         volume limitation, manner of sale, notice, and public information requirements of Rule 144 unless otherwise resalable under
         Rule 701.


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                                         Material U.S. Federal Tax Considerations For
                                                  Non-United States Holders

         The following discussion is a general summary of the material U.S. federal tax consequences of the purchase, ownership and
         disposition of our common stock applicable to ―non-U.S. holders.‖ As used herein, a non-U.S. holder means a beneficial
         owner of our common stock that is not a U.S. person (as defined below) or a partnership for U.S. federal income tax
         purposes, and that will hold shares of our common stock as capital assets (i.e., generally, for investment). For U.S. federal
         income tax purposes, a U.S. person includes:

              • an individual who is a citizen or resident of the United States;

              • a corporation (or other business entity treated as a corporation for U.S. federal income tax purposes) created or
                organized in the United States or under the laws of the United States, any state thereof or the District of Columbia;

              • an estate the income of which is subject to United States federal income taxation; or

              • a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more
                U.S. persons, or (2) was in existence on August 20, 1996, was treated as a U.S. domestic trust immediately prior to
                that date, and has validly elected to continue to be treated as a U.S. domestic trust.

         This summary does not consider specific facts and circumstances that may be relevant to a particular non-U.S. holder‘s tax
         position and does not consider state and local or non-U.S. tax consequences. It also does not consider non-U.S. holders
         subject to special tax treatment under the U.S. federal income tax laws (including partnerships or other pass-through entities,
         banks and insurance companies, regulated investment companies, real estate investment trusts, dealers in securities, holders
         of our common stock held as part of a ―straddle,‖ ―hedge,‖ ―conversion transaction‖ or other risk-reduction transaction,
         controlled foreign corporations, passive foreign investment companies, companies that accumulate earnings to avoid
         U.S. federal income tax, foreign tax-exempt organizations, former U.S. citizens or residents and persons who hold or receive
         common stock as compensation). This summary is based on provisions of the U.S. Internal Revenue Code of 1986, as
         amended, or the ―Code,‖ applicable Treasury regulations, administrative pronouncements of the U.S. Internal Revenue
         Service, or ―IRS,‖ and judicial decisions, all as in effect on the date hereof, and all of which are subject to change, possibly
         on a retroactive basis, and different interpretations.

         Each prospective non-U.S. holder should consult its tax advisor with respect to the U.S. federal, state, local and
         non-U.S. income, estate and other tax consequences of purchasers holding and disposing of our common stock .


         U.S. Trade or Business Income

         For purposes of this discussion, dividend income, and gain on the sale or other taxable disposition of our common stock, will
         be considered to be ―U.S. trade or business income‖ if such dividend income or gain is (1) effectively connected with the
         conduct by a non-U.S. holder of a trade or business within the United States and (2) in the case of a non-U.S. holder that is
         eligible for the benefits of an income tax treaty with the United States, attributable to a ―permanent establishment‖ (or, for an
         individual, a ―fixed base‖) maintained by the non-U.S. holder in the United States. Generally, U.S. trade or business income
         is not subject to U.S. federal withholding tax (provided the non-U.S. holder complies with applicable certification and
         disclosure requirements); instead, U.S. trade or business income is subject to U.S. federal income tax on a net income basis
         at regular U.S. federal income tax rates in the same manner as a U.S. person. Any U.S. trade or business income received by
         a non-U.S. holder that is a corporation also may be subject to a ―branch profits tax‖ at a 30% rate, or at a lower rate
         prescribed by an applicable income tax treaty, under specific circumstances.


         Dividends

         Distributions of cash or property (other than certain stock distributions) that we pay on our common stock (or certain
         redemptions that are treated as distributions on our common stock) will be taxable as dividends for U.S. federal income tax
         purposes to the extent paid from our current or accumulated earnings and profits (as determined under U.S. federal income
         tax principles). Subject to our discussion in ―— Recently-Enacted Federal Tax Legislation‖ below, a non-U.S. holder
         generally will be subject to U.S. federal withholding tax at a 30% rate,
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         or at a reduced rate prescribed by an applicable income tax treaty, on any dividends received in respect of our common
         stock. If the amount of a distribution exceeds our current and accumulated earnings and profits, such excess first will be
         treated as a tax-free return of capital to the extent of the non-U.S. holder‘s adjusted tax basis in our common stock, and
         thereafter will be treated as capital gain. See ―— Dispositions of Our Common Stock‖ below. In order to obtain a reduced
         rate of U.S. federal withholding tax under an applicable income tax treaty, a non-U.S. holder will be required to provide a
         properly executed IRS Form W-8BEN (or appropriate substitute or successor form) certifying its entitlement to benefits
         under the treaty. A non-U.S. holder of our common stock that is eligible for a reduced rate of U.S. federal withholding tax
         under an income tax treaty may obtain a refund or credit of any excess amounts withheld by filing an appropriate claim for a
         refund with the IRS. A non-U.S. holder should consult its own tax advisor regarding its possible entitlement to benefits
         under an income tax treaty.

         The U.S. federal withholding tax does not apply to dividends that are U.S. trade or business income, as described above, of a
         non-U.S. holder who provides a properly executed IRS Form W-8ECI (or appropriate substitute or successor form),
         certifying that the dividends are effectively connected with the non-U.S. holder‘s conduct of a trade or business within the
         United States.


         Dispositions of Our Common Stock

         Subject to our discussion in ―— Recently-Enacted Federal Tax Legislation‖ below, a non-U.S. holder generally will not be
         subject to U.S. federal income or withholding tax in respect of any gain on a sale or other disposition of our common stock
         unless:

              • the gain is U.S. trade or business income, as described above;

              • the non-U.S. holder is an individual who is present in the United States for 183 or more days in the taxable year of
                the disposition and meets other conditions; or

              • we are or have been a ―U.S. real property holding corporation,‖ which we refer to as ―USRPHC,‖ under section 897
                of the Code at any time during the shorter of the five year period ending on the date of disposition and the
                non-U.S. holder‘s holding period for our common stock.

         In general, a corporation is a USRPHC if the fair market value of its ―U.S. real property interests‖ equals or exceeds 50% of
         the sum of the fair market value of its worldwide (domestic and foreign) real property interests and its other assets used or
         held for use in a trade or business. For this purpose, real property interests include land, improvements, and associated
         personal property. We believe that we currently are not a USRPHC. In addition, based on our financial statements and
         current expectations regarding the value and nature of our assets and other relevant data, we do not anticipate becoming a
         USRPHC, although there can be no assurance these conclusions are correct or might not change in the future based on
         changed circumstances. If we are found to be a USRPHC, a non-U.S. holder, nevertheless, will not be subject to U.S. federal
         income or withholding tax in respect of any gain on a sale or other disposition of our common stock so long as our common
         stock is ―regularly traded on an established securities market‖ as defined under applicable Treasury regulations and a
         non-U.S. holder owns, actually and constructively, 5% or less of our common stock during the shorter of the five year period
         ending on the date of disposition and such non-U.S. holder‘s holding period for our common stock. Prospective investors
         should be aware that no assurance can be given that our common stock will be so regularly traded when a non-U.S. holder
         sells its shares of our common stock.


         Information Reporting and Backup Withholding Requirements

         We must annually report to the IRS and to each non-U.S. holder any dividend income that is subject to U.S. federal
         withholding tax, or that is exempt from such withholding tax pursuant to an income tax treaty. Copies of these information
         returns also may be made available under the provisions of a specific treaty or agreement to the tax authorities of the country
         in which the non-U.S. holder resides. Under certain circumstances, the Code imposes a backup withholding obligation
         (currently at a rate of 28% and scheduled to increase to 31% for taxable years 2011 and thereafter) on certain reportable
         payments. Dividends paid to a non-U.S. holder of our common stock generally will be exempt from backup withholding if
         the non-U.S. holder provides a properly executed IRS Form W-8BEN (or appropriate substitute or successor form) or
         otherwise establishes an exemption.


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         The payment of the proceeds from the disposition of our common stock to or through the U.S. office of any broker, U.S. or
         foreign, will be subject to information reporting and possible backup withholding unless the owner certifies (usually on IRS
         Form W-8BEN) as to its non-U.S. status under penalties of perjury or otherwise establishes an exemption, provided that the
         broker does not have actual knowledge or reason to know that the holder is a U.S. person or that the conditions of any other
         exemption are not, in fact, satisfied. The payment of the proceeds from the disposition of common stock to or through a
         non-U.S. office of a non-U.S. broker will not be subject to information reporting or backup withholding unless the
         non-U.S. broker has certain types of relationships with the United States, or a ―U.S. related person‖ as defined under
         applicable Treasury regulations. In the case of the payment of the proceeds from the disposition of our common stock to or
         through a non-U.S. office of a broker that is either a U.S. person or a ―U.S. related person‖, the Treasury regulations require
         information reporting (but not the backup withholding tax) on the payment unless the broker has documentary evidence in its
         files that the owner is a non-U.S. holder and the broker has no knowledge to the contrary. Non-U.S. holders should consult
         their own tax advisors on the application of information reporting and backup withholding to them in their particular
         circumstances (including upon their disposition of our common stock).

         Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a
         non-U.S. holder will be refunded or credited against the non-U.S. holder‘s U.S. federal income tax liability, if any, if the
         non-U.S. holder provides the required information to the IRS.


         Recently-Enacted Federal Tax Legislation

         On March 18, 2010, President Obama signed the ―Hiring Incentives to Restore Employment (HIRE) Act,‖ or the HIRE Act.
         The HIRE Act includes a revised version of a bill introduced in late October 2009 in both the House and the Senate, the
         ―Foreign Account Tax Compliance Act of 2009‖ or the FATCA bill.

         Under the FATCA provisions of the HIRE Act, foreign financial institutions (which include hedge funds, private equity
         funds, mutual funds, securitization vehicles and any other investment vehicles regardless of their size) and other foreign
         entities must comply with new information reporting rules with respect to their U.S. account holders and investors or
         confront a new withholding tax on U.S.-source payments made to them. Specifically, FATCA requires that foreign financial
         institutions enter into an agreement with the United States government to collect and provide the U.S. tax authorities
         substantial information regarding U.S. account holders of such foreign financial institution. Additionally, FATCA requires
         all other foreign entities that are not financial institutions to provide the withholding agent with a certification identifying the
         substantial U.S. owners of such foreign entity. A foreign financial institution or other foreign entity that does not comply
         with the FATCA reporting requirements generally will be subject to a new 30% withholding tax with respect to any
         ―withholdable payments‖ made after December 31, 2012, other than such payments that are made on ―obligations‖ that are
         outstanding on March 18, 2012. For this purpose, withholdable payments are U.S.-source payments, such as dividends,
         otherwise subject to nonresident withholding tax and also include the entire gross proceeds from the sale of any equity or
         debt instruments of U.S. issuers. The new FATCA withholding tax will apply regardless of whether the payment would
         otherwise be exempt from U.S. nonresident withholding tax (e.g., capital gain from the sale of our stock). The Treasury is
         authorized to provide rules for implementing the FATCA withholding regime with the existing nonresident withholding tax
         rules. FATCA withholding under the HIRE Act will not apply to withholdable payments made directly to foreign
         governments, international organizations, foreign central banks of issue and individuals, and the Treasury is authorized to
         provide additional exceptions.

         As noted above, the new FATCA withholding and information reporting requirements generally will apply to withholdable
         payments made after December 31, 2012. Prospective non-U.S. holders should consult with their tax advisors regarding
         these new provisions.


         Federal Estate Tax

         Individual Non-U.S. holders and entities the property of which is potentially includible in such an individual‘s gross estate
         for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the
         individual has retained certain interests or powers), should note that, absent an applicable treaty benefit, the common stock
         will be treated as U.S. situs property subject to U.S. federal estate tax.


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                                                                Underwriting

         We plan to enter into an underwriting agreement with the underwriters named below. Jefferies & Company, Inc., Piper
         Jaffray & Co. and Wells Fargo Securities, LLC are acting as representatives of the underwriters.

         The underwriting agreement provides for the purchase of a specific number of shares of common stock by each of the
         underwriters. The underwriters‘ obligations are several, which means that each underwriter is required to purchase a
         specified number of shares, but is not responsible for the commitment of any other underwriter to purchase shares. Subject to
         the terms and conditions of the underwriting agreement, each underwriter has severally agreed to purchase the number of
         shares of common stock set forth opposite its name.


                                                                                                                            Number of
         Underwriters                                                                                                        Shares
         Jefferies & Company, Inc.
         Piper Jaffray & Co.
         Wells Fargo Securities, LLC
         KeyBanc Capital Markets Inc.
         Morgan Keegan & Company, Inc.
         Total


         Of the        shares to be purchased by the underwriters, shares will be purchased from us and shares will be purchased
         from the selling shareholders.

         The underwriters have agreed to purchase all of the shares offered by this prospectus (other than those covered by the
         over-allotment option described below) if any are purchased. The shares of our common stock should be ready for delivery
         on or about        , 2010 against payment in immediately available funds. The underwriters are offering the shares subject to
         various conditions and may reject all or part of any order.

         Under the underwriting agreement, if an underwriter defaults in its commitment to purchase shares, the commitments of
         non-defaulting underwriters may be increased or the underwriting agreement may be terminated, depending on the
         circumstances.


         Over-Allotment Option

         The selling shareholders have granted the underwriters an over-allotment option. This option, which is exercisable for up to
         30 days after the date of this prospectus, permits the underwriters to purchase a maximum of               additional shares from
         the selling shareholders solely to cover over-allotments. If the underwriters exercise all or part of this option, they will
         purchase shares covered by the option at the initial public offering price that appears on the cover page of this prospectus,
         less the underwriting discount. If this option is exercised in full, the total price to the public will be $    and, before
         expenses, the total proceeds to the selling shareholders will be $ . The underwriters have severally agreed that, to the
         extent the over-allotment option is exercised, they will each purchase a number of additional shares proportionate to the
         underwriter‘s initial amount reflected in the foregoing table.


         Commission and Expenses

         The representatives have advised us that the underwriters propose to offer the shares directly to the public at the public
         offering price that appears on the cover page of this prospectus. In addition, the representatives may offer some of the shares
         to other securities dealers at such price less a concession of $   per share. After the shares are released for sale to the
         public, the representatives may change the offering price and other selling terms at various times.


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         The following table provides information regarding the amount of the discount to be paid to the underwriters by us and the
         selling shareholders:


                                                                                                                         Total With Full
                                                                                                     Total Without         Exercise of
                                                                                                      Exercise of
                                                                                                         Over-           Over-Allotment
                                                                                                      Allotment
                                                                                     Per Share          Option               Option
         Public offering price                                                       $              $                   $
         Underwriting discounts                                                      $              $                   $
         Proceeds, before expenses, to us                                            $              $                   $
         Proceeds, before expenses, to selling shareholders                          $              $                   $

         We estimate that the total expenses of this offering, excluding underwriting discounts, will be approximately $      million.
         We are paying all of the expenses of this offering. The selling shareholders will not pay any expenses of this offering, other
         than the underwriting discounts and commissions.


         Indemnification

         We and the selling shareholders have agreed to indemnify the underwriters against certain liabilities, including liabilities
         under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those
         liabilities.


         Lock-Up Agreements

         We, our officers and directors, all of the selling shareholders and substantially all other shareholders have agreed to a
         180-day lock-up with respect to shares of our common stock and other of our securities that they beneficially own, including
         securities that are convertible into shares of common stock and securities that are exchangeable or exercisable for shares of
         common stock. This means that, without the prior written consent of the representatives, for a period of 180 days following
         the date of this prospectus, we and such persons may not, subject to certain exceptions, directly or indirectly (1) sell, offer,
         contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open ―put
         equivalent position‖ within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose of any shares of
         common stock, options or warrants to acquire shares of common stock, or securities exchangeable or exercisable for or
         convertible into shares of common stock currently or hereafter owned either of record or beneficially or (2) publicly
         announce an intention to do any of the foregoing. In addition, the lock-up period may be extended in the event that we issue
         an earnings release or announce certain material news or a material event with respect to us occurs during the last 17 days of
         the lock-up period, or prior to the expiration of the lock-up period, we announce that we will release earnings results during
         the 16-day period beginning on the last day of the lock-up period.

         The restrictions in these lock-up agreements will not apply, subject to certain conditions, to transactions relating to (1) shares
         of common stock or other securities acquired in open market transactions after completion of this offering (2) a bona fide
         gift or gifts, (3) the transfer of any or all of the shares of common stock or securities convertible into or exchangeable or
         exercisable for shares of common stock owned by a shareholder, either during such shareholder‘s lifetime or on death, by
         gift, will or interstate succession to an immediate family of the shareholder or to a trust the beneficiaries of which are
         exclusively the shareholder and/or a member or members of the shareholder‘s immediate family, or (4) a distribution to
         limited partners or shareholders of the restricted party, provided, however, that the recipient in (2), (3) or (4) agrees to be
         bound by such restrictions.


         Discretionary Sales

         The representatives have informed us that they do not expect discretionary sales by the underwriters to exceed five percent
         of the shares offered by this prospectus.


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         No Public Market

         While we have applied to list our common stock on the Nasdaq Global Market under the symbol ―BBRG,‖ there has been no
         public market for the shares prior to this offering. The offering price for the shares will be determined by us and the
         representatives, based on the following factors:

              • the history and prospects for the industry in which we compete;

              • our past and present operations;

              • our historical results of operations;

              • our prospects for future business and earning potential;

              • our management;

              • the general condition of the securities markets at the time of this offering;

              • the recent market prices of securities of generally comparable companies;

              • the market capitalization and stages of development of other companies which we and the representatives believe to
                be comparable to us; and

              • other factors deemed to be relevant.

         We cannot assure you that the initial public offering price will correspond to the price at which the common stock will trade
         in the public market after this offering or that an active trading market for the common stock will develop and continue after
         this offering.


         Price Stabilization, Short Positions and Penalty Bids

         SEC rules may limit the ability of the underwriters to bid for or purchase shares of our common stock before distribution of
         the shares is completed. However, the underwriters may engage in the following activities in accordance with the rules:

         Stabilizing Transactions. The representatives may make bids or purchases for the purpose of pegging, fixing or
         maintaining the market price of our common stock, so long as stabilizing bids do not exceed a specified maximum.

         Over-allotments and Syndicate Covering Transactions. The underwriters may sell more shares of our common stock in
         connection with this offering than the number of shares than they have committed to purchase. This over-allotment creates a
         short position for the underwriters. A bid for or purchase of shares of common stock on behalf of the underwriters to reduce
         a short position incurred by the underwriters is a ―syndicate covering transaction.‖ Establishing short sales positions may
         involve either ―covered‖ short sales or ―naked‖ short sales. Covered short sales are short sales made in an amount not greater
         than the underwriters‘ over-allotment option described above. The underwriters may close out any covered short position
         either by exercising their over-allotment option or by purchasing shares in the open market. To determine how they will
         close the covered short position, the underwriters will consider, among other things, the price of shares available for
         purchase in the open market, as compared to the price at which they may purchase shares through the over-allotment option.
         Naked short sales are short sales in excess of the over-allotment option. The underwriters must close out any naked short
         position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are
         concerned that, in the open market after the pricing of this offering, there may be downward pressure on the price of the
         shares that could adversely affect investors who purchase shares in this offering.

         Penalty Bids. If the representatives purchase shares in the open market in a stabilizing transaction or syndicate covering
         transaction, it may reclaim a selling concession from the underwriters and selling group members who sold those shares as
         part of this offering.

         Passive Market Making. Market makers in the shares who are underwriters or prospective underwriters may make bids for
         or purchases of shares, subject to limitations, until the time, if ever, at which a stabilizing bid is made.
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         Similar to other purchase transactions, the underwriters‘ purchases to cover the syndicate short sales or to stabilize the
         market price of our common stock may have the effect of raising or maintaining the market price of our common stock or
         preventing or mitigating a decline in the market price of our common stock. As a result, the price of the shares of our
         common stock may be higher than the price that might otherwise exist in the open market if such purchases by the
         underwriters were not occurring. The imposition of a penalty bid might also have an effect on the price of our common stock
         if it discourages resales of the shares.

         Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above
         may have on the price of our common stock. These transactions may occur on the Nasdaq Global Market or otherwise. If
         such transactions are commenced, they may be discontinued without notice at any time.


         Electronic Distribution

         A prospectus in electronic format may be made available on the Internet sites or through other online services maintained by
         one or more of the underwriters or by their affiliates. In those cases, prospective investors may view offering terms online
         and, depending upon the particular underwriter, prospective investors may be allowed to place orders online. The
         underwriters may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any
         such allocation for online distributions will be made by the representatives on the same basis as other allocations.

         Other than the prospectus in electronic format, the information on any underwriter‘s website and any information contained
         in any other website maintained by an underwriter is not part of the prospectus or the registration statement of which this
         prospectus forms a part, has not been approved and/or endorsed by us or any underwriter in its capacity as underwriter and
         should not be relied upon by investors.

         Upon receipt of a request by an investor or its representative who has received an electronic prospectus from an underwriter
         within the period during which there is an obligation to deliver a prospectus, we will promptly transmit, or cause to be
         transmitted, without charge, a paper copy of the prospectus.


         Selling Restrictions

         European Economic Area

         In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a
         ―Relevant Member State‖) an offer to the public of any shares which are the subject of this offering contemplated by this
         prospectus may not be made in that Relevant Member State except that an offer to the public in that Relevant Member State
         of any shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been
         implemented in that Relevant Member State:

              1.    to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorized or
                    regulated, whose corporate purpose is solely to invest in securities;

              2.    to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year;
                    (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as
                    shown in its last annual or consolidated accounts;

              3.    to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive)
                    subject to obtaining the prior consent of the representatives for any such offer; or

              4.    in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the
                    shares shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3
                    of the Prospectus Directive.


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         Each person in a Relevant Member State who receives any communication in respect of, or who acquires any shares under,
         the offers contemplated in this prospectus will be deemed to have represented, warranted and agreed to and with each
         underwriter and us that:

              1.    it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e)
                    of the Prospectus Directive; and

              2.    in the case of any shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the
                    Prospectus Directive, (i) the shares acquired by it in the offer have not been acquired on behalf of, nor have they
                    been acquired with a view to their offer or resale to, persons in any Relevant Member State, other than qualified
                    investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the
                    representatives has been given to the offer or resale; or (ii) where shares have been acquired by it on behalf of
                    persons in any Relevant Member State other than qualified investors, the offer of those shares to it is not treated
                    under the Prospectus Directive as having been made to such persons.

         For the purposes of this provision, the expression an ―offer to the public‖ in relation to any shares in any Relevant Member
         State means the communication in any form and by any means of sufficient information on the terms of the offer and any
         shares to be offered so as to enable an investor to decide to purchase any shares, as the same may be varied in that Member
         State by any measure implementing the Prospectus Directive in that Member State and the expression ―Prospectus
         Directive‖ means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

         Each underwriter has represented, warranted and agreed that:

              1.    it has only communicated or caused to be communicated and will only communicate or cause to be communicated
                    any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial
                    Services and Markets Act 2000 (the ―FSMA‖)) to persons who are investment professionals falling within
                    Article 19(5) of the FSMA (Financial Promotion) Order 2005 or in circumstances in which Section 21(1) of the
                    FSMA does not apply to us; and

              2.    it has complied with and will comply with all applicable provisions of the FSMA with respect to anything done by it
                    in relation to the shares in, from or otherwise involving the United Kingdom.


         Conflicts of Interest

         As described in ―Use of Proceeds,‖ we intend to use a portion of the net proceeds from this offering to repay all loans
         outstanding under our existing senior credit facilities. Because an affiliate of Wells Fargo Securities, LLC will receive more
         than 5.0% of the net proceeds of this offering, the offering will be conducted in accordance with Rule 2720 of the Conduct
         Rules of the National Association of Securities Dealers, as administered by the Financial Industry Regulatory Authority.
         This rule requires, among other things, that the initial public offering price can be no higher than that recommended by a
         ―qualified independent underwriter‖ and that a qualified independent underwriter has participated in the preparation of, and
         has exercised the usual standards of ―due diligence‖ with respect to, the registration statement and this prospectus.
         Jefferies & Company, Inc. has agreed to act as qualified independent underwriter for the offering and to undertake the legal
         responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11
         of the Securities Act.


         Other Relationships

         The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may
         include securities trading, commercial and investment banking, financial advisory, investment management, principal
         investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from
         time to time, performed, and may in the future perform, various financial advisory and investment banking services for the
         company, for which they received or will receive customary fees and expenses. In particular, affiliates of Wells Fargo
         Securities, LLC are agents and lenders under the company‘s existing senior credit facilities and an affiliate of Jefferies &
         Company, Inc. is a lender under the company‘s existing


                                                                          108
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         senior credit facilities. As described in ―Use of Proceeds,‖ we intend to use a portion of the net proceeds from this offering to
         repay all loans outstanding under our existing senior credit facilities.

         In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a
         broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial
         instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold
         long and short positions in such securities and instruments. Such investment and securities activities may involve securities
         and instruments of the company.


                                                                       109
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                                                              Legal Matters

         The validity of the shares offered hereby will be passed upon for us by Dechert LLP, Philadelphia, Pennsylvania. Certain
         legal matters in connection with this offering will be passed upon for the underwriters by Latham & Watkins LLP, New
         York, New York.


                                                                  Experts

         The consolidated annual financial statements included in this prospectus have been audited by Deloitte & Touche LLP, an
         independent registered public accounting firm, as stated in their report appearing herein and elsewhere in the registration
         statement of which this prospectus forms a part. Such financial statements are included in reliance upon the report of such
         firm given upon their authority as experts in accounting and auditing.


                                            Where You Can Find More Information

         This prospectus is part of a registration statement on Form S-1 that we have filed with the Securities and Exchange
         Commission under the Securities Act of 1933 covering the common stock we are offering. As permitted by the rules and
         regulations of the SEC, this prospectus omits certain information contained in the registration statement. For further
         information with respect to us and our common stock, you should refer to the registration statement and to its exhibits and
         schedules. We make reference in this prospectus to certain of our contracts, agreements and other documents that are filed as
         exhibits to the registration statement. For additional information regarding those contracts, agreements and other documents,
         please see the exhibits attached to this registration statement.

         You can read the registration statement and the exhibits and schedules filed with the registration statement or any reports,
         statements or other information we have filed or file, at the public reference facilities maintained by the SEC at the public
         reference room (Room 1580), 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of the documents
         from such offices upon payment of the prescribed fees. You may call the SEC at 1-800-SEC-0330 for further information on
         the operation of the public reference room. You may also request copies of the documents upon payment of a duplicating
         fee, by writing to the SEC. In addition, the SEC maintains a web site that contains reports and other information regarding
         registrants (including us) that file electronically with the SEC, which you can access at http://www.sec.gov.

         In addition, you may request copies of this filing and such other reports as we may determine or as the law requires at no
         cost, by telephone at (614) 326-7944, or by mail to Bravo Brio Restaurant Group, Inc., 777 Goodale Boulevard, Suite 100,
         Columbus, Ohio 43212, Attention: Investor Relations.

         Upon completion of this offering, we will become subject to the information and periodic reporting requirements of the
         Exchange Act, and, in accordance with such requirements, will file periodic reports, proxy statements and other information
         with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at
         the public reference facilities and website of the SEC referred to above.


                                                                      110
Index to Financial Statements


                                                                                                              Page


Report of Independent Registered Public Accounting Firm                                                        F-2
Consolidated Financial Statements—December 27, 2009, December 28, 2008 and December 30, 2007
  Consolidated Balance Sheets as of December 27, 2009 and December 28, 2008                                    F-3
  Consolidated Statements of Operations for the Years Ended December 27, 2009, December 28, 2008 and
    December 30, 2007                                                                                          F-4
  Consolidated Statements of Changes in Stockholders’ Equity (Deficiency in Assets) for the Years Ended
    December 27, 2009, December 28, 2008 and December 30, 2007                                                 F-5
  Consolidated Statements of Cash Flows for the Years Ended December 27, 2009, December 28, 2008 and
    December 30, 2007                                                                                          F-6
  Notes to Consolidated Financial Statements                                                                   F-7
Unaudited Interim Consolidated Financial Statements—March 28, 2010 and March 29, 2009
  Unaudited Consolidated Balance Sheets as of March 28, 2010                                                  F-19
  Unaudited Consolidated Statements of Operations for the Thirteen Weeks Ended March 28, 2010 and March 29,
    2009                                                                                                      F-20
  Unaudited Consolidated Statements of Cash Flows for the Thirteen Weeks Ended March 28, 2010 and March 29,
    2009                                                                                                      F-21
  Notes to Unaudited Consolidated Financial Statements                                                        F-22




                                                        F-1
Table of Contents



                              Report of Independent Registered Public Accounting Firm

         To the Board of Directors and Stockholders of
         Bravo Brio Restaurant Group, Inc.:

         We have audited the accompanying consolidated balance sheets of Bravo Brio Restaurant Group, Inc. (formerly, Bravo
         Development, Inc. and Subsidiaries) (a majority-owned subsidiary of Bravo Development Holdings, LLC) (the ―Company‖),
         as of December 27, 2009 and December 28, 2008, and the related consolidated statements of operations, stockholders‘
         equity, and cash flows for each of the three years in the period ended December 27, 2009. These consolidated financial
         statements are the responsibility of the Company‘s management. Our responsibility is to express an opinion on these
         consolidated financial statements based on our audits.

         We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
         States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
         financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to
         perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over
         financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose
         of expressing an opinion on the effectiveness of the Company‘s internal control over financial reporting. Accordingly, we
         express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures
         in the financial statements, assessing the accounting principles used and significant estimates made by management, as well
         as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
         opinion.

         In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the
         Company as of December 27, 2009 and December 28, 2008, and the results of their operations and their cash flows for each
         of the three years in the period ended December 27, 2009 in conformity with accounting principles generally accepted in the
         United States of America.



         /s/ Deloitte & Touche LLP

         Columbus, Ohio

         April 30, 2010 (June 28, 2010 as to the Company name change in Note 1 and July 1, 2010 as to the subsequent event update
         in Note 1)


                                                                       F-2
Table of Contents



                               BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

                                                    Consolidated Balance Sheets
                                                         (Dollars in thousands, except par values)




                                                                                                                                 Pro Forma
                                                                                        December 28,      December 27,         Stockholders’
                                                                                            2008              2009                 Equity
                                                                                                                                (Unaudited)


                                                                     ASSETS
         CURRENT ASSETS:
          Cash and cash equivalents                                                    $           682    $        249
          Restricted cash                                                                          251
          Accounts receivable                                                                    3,968           5,534
          Tenant improvement allowance receivable                                                3,549           2,435
          Inventories                                                                            1,990           2,203
          Prepaid expenses and other current assets                                              2,058           2,049
              Total current assets                                                             12,498          12,470
         PROPERTY AND EQUIPMENT—Net                                                           141,040         144,880
         OTHER ASSETS—Net                                                                       4,226           3,492
         TOTAL                                                                         $      157,764     $   160,842


                          LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY IN ASSETS)
         CURRENT LIABILITIES:
          Trade and construction payables                    $    14,315  $     12,675
          Accrued expenses                                        19,259        21,658
          Current portion of long-term debt                        1,049         1,039
          Deferred lease incentives                                3,656         4,284
          Deferred gift card revenue                               8,539         8,970
                    Total current liabilities                                                  46,818           48,626
         DEFERRED LEASE INCENTIVES                                                             48,324           53,451
         LONG-TERM DEBT                                                                       124,901         116,992
         OTHER LONG-TERM LIABILITIES                                                           13,812           14,463
         COMMITMENTS AND CONTINGENCIES (Note 13)
         STOCKHOLDERS‘ EQUITY (DEFICIENCY IN ASSETS):
           Common stock, $0.001 par value—authorized, 3,000,000 shares;
             issued and outstanding, 1,050,000 shares                                                1               1                         1
           14% cumulative compounding preferred stock, $0.001 par
             value—authorized, 100,000 shares; issued and outstanding,
             59,500 shares                                                                          1                1
           Additional paid-in capital                                                         110,972          110,972               110,973
           Retained deficit                                                                  (187,065 )       (183,664 )            (183,664 )
               Total stockholders‘ equity (deficiency in assets)                              (76,091 )        (72,690 )             (72,690 )
         TOTAL                                                                         $      157,764     $   160,842      $        160,842


                                                  See notes to consolidated financial statements.


                                                                           F-3
Table of Contents



                            BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

                                             Consolidated Statements of Operations
                                                   (Dollars and shares in thousands, except per share data)




                                                                                                               Fiscal Year Ended
                                                                                           December 30,            December 28,     December 27,
                                                                                               2007                    2008             2009


         REVENUES                                                                         $      265,374         $     300,783      $   311,709
         RESTAURANT OPERATING COSTS:
           Cost of sales                                                                          75,340                84,618           82,609
           Labor                                                                                  89,663               102,323          106,330
           Operating                                                                              41,567                47,690           48,917
           Occupancy                                                                              16,054                18,736           19,636
               Total restaurant operating costs                                                  222,624               253,367          257,492
         COSTS AND EXPENSES:
          General and administrative expenses                                                     16,768                15,042            17,123
          Restaurant pre-opening costs                                                             5,647                 5,434             3,758
          Depreciation and amortization                                                           12,309                14,651            16,088
          Asset impairment charges                                                                                       8,506             6,436
          Other expenses—net                                                                          462                  229               157
               Total costs and expenses                                                           35,186                43,862            43,562
         INCOME FROM OPERATIONS                                                                    7,564                  3,554           10,655
         NET INTEREST EXPENSE                                                                     11,853                  9,892            7,119
         INCOME (LOSS) BEFORE INCOME TAXES                                                         (4,289 )             (6,338 )           3,536
         INCOME TAX EXPENSE (BENEFIT)                                                              (3,503 )             55,061               135
         NET INCOME (LOSS)                                                                $          (786 )      $     (61,339 )    $      3,401
         UNDECLARED PREFERRED DIVIDENDS                                                            (8,920 )            (10,175 )         (11,599 )

         NET INCOME (LOSS) ATTRIBUTED TO COMMON
          SHAREHOLDERS                                                                             (9,706 )            (71,574 )          (8,198 )

         NET INCOME (LOSS) PER SHARE—BASIC AND DILUTED                                    $          (9.24 )     $       (68.17 )   $      (7.81 )

         WEIGHTED AVERAGE SHARES OUTSTANDING—BASIC
          AND DILUTED                                                                               1,050                 1,050            1,050


                                                  See notes to consolidated financial statements.


                                                                             F-4
Table of Contents



                              BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

            Consolidated Statements of Changes in Stockholders’ Equity (Deficiency in Assets)
                                                               (Dollars in thousands)




                                                                                                                                                      Stockholders’
                                                                                        Additional                                                       Equity
                                           Common Stock         Preferred Stock          Paid-In         Retained       Treasury Stock                (Deficiency in
                                                       Amoun                 Amoun
                                          Shares         t     Shares           t        Capital          Deficit      Shares       Amount               Assets)


            BALANCE—December 31,
              2006                        1,050,000   $    1    59,500     $     1      $ 110,972    $    (124,880 )            —   $      —      $          (13,906 )
            Net loss                                                                                          (786 )                                            (786 )
            Purchase of treasury shares                                                                                 (14,701 )        (928 )                 (928 )
            Sale of treasury shares                                                                                      14,701           928                    928

            BALANCE—December 30,
              2007                        1,050,000        1    59,500           1        110,972         (125,666 )                       —                 (14,692 )
            Net loss                                                                                       (61,399 )                                         (61,399 )
            Purchase of treasury shares                                                                                  (1,585 )        (100 )                 (100 )
            Sale of treasury shares                                                                                       1,585           100                    100

            BALANCE—December 28,
              2008                        1,050,000        1    59,500           1        110,972         (187,065 )            —          —                 (76,091 )
            Net loss                                                                                         3,401                                             3,401
            Purchase of treasury shares                                                                                  (1,217 )        (184 )                 (184 )
            Sale of treasury shares                                                                                       1,217           184                    184

            BALANCE—December 27,
              2009                        1,050,000   $    1    59,500     $     1      $ 110,972    $    (183,664 )            —   $      —      $          (72,690 )



                                                 See notes to consolidated financial statements.


                                                                         F-5
Table of Contents



                            BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

                                            Consolidated Statements of Cash Flows
                                                                (Dollars in thousands)




                                                                                                          Fiscal Year Ended
                                                                                         December 30,         December 28,     December 27,
                                                                                             2007                 2008             2009


         CASH FLOWS FROM OPERATING ACTIVITIES:
          Net income (loss)                                                          $           (786 )     $     (61,399 )    $      3,401
          Adjustments to reconcile net income (loss) to net cash provided
            by operating activities:
            Depreciation and amortization (excluding deferred lease
               incentives)                                                                     12,309              14,651            16,088
            (Gain) loss on disposals of property and equipment                                    620                 114              (236 )
            Impairment of assets                                                                                    8,506             6,436
            Amortization of deferred lease incentives                                          (2,258 )            (3,139 )          (5,016 )
            Interest capitalized in note agreement                                              2,758               1,285             1,340
            Deferred income taxes                                                              (3,557 )            54,895
          Changes in certain assets and liabilities:
            Accounts and tenant improvement receivables                                        (1,699 )               446              (452 )
            Inventories                                                                          (149 )                24              (213 )
            Prepaid expenses and other current assets                                           2,343                (882 )               9
            Trade and construction payables                                                     6,012               1,596            (1,805 )
            Deferred lease incentives                                                           9,399              15,205            10,771
            Deferred gift card revenue                                                            933                (587 )             431
            Other accrued liabilities                                                           1,915              (1,153 )            (545 )
            Other—net                                                                           3,451               2,939             3,573
                    Net cash provided by operating activities                                  31,291              32,501            33,782
         CASH FLOWS FROM INVESTING ACTIVITIES:
          Purchase of property and equipment                                                  (35,274 )           (42,496 )         (25,708 )
          Proceeds from sale of property and equipment                                                                                  500
          Restricted cash                                                                                             (251 )            251
          Intangibles acquired                                                                   (262 )               (341 )
                    Net cash used in investing activities                                     (35,536 )           (43,088 )         (24,957 )
         CASH FLOWS FROM FINANCING ACTIVITIES:
          Proceeds from long-term debt                                                         33,250             104,450          103,450
          Funds in escrow                                                                      12,762
          Payments on long-term debt                                                          (33,927 )           (93,921 )        (112,708 )
          Proceeds from sale of stock                                                             928                 100               184
          Repurchase of stock                                                                    (928 )              (100 )            (184 )
          Distribution to previous shareholders                                                (6,570 )
          Payment for cancellation of options to option holders                                (1,359 )
                    Net cash (used in) provided by financing activities                         4,156              10,529            (9,258 )
         NET DECREASE IN CASH AND CASH EQUIVALENTS                                                (89 )                (58 )           (433 )
         CASH AND CASH EQUIVALENTS—Beginning of year                                              829                  740              682
         CASH AND CASH EQUIVALENTS—End of year                                       $            740       $          682     $        249

         SUPPLEMENTAL DISCLOSURES OF CASH FLOW
           INFORMATION:
            Interest paid—net of $454, $950, and $434 capitalized in 2009,
               2008, and 2007, respectively                                          $         11,275       $        8,840     $      7,030
Income taxes paid (refunded)                                          $         336     $   (83 )   $   300

Property additions financed by accounts payable                       $       3,706     $   963     $   994


                                      See notes to consolidated financial statements.


                                                            F-6
Table of Contents



                           BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

                                         Notes to Consolidated Financial Statements

         1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Description of Business —Bravo Brio Restaurant Group, Inc. (BBRG or the ―Company‖) (formerly, Bravo Development,
         Inc. and Subsidiaries) owns and operates restaurants under the trade names BRAVO! ® , ―BRAVO! Cucina Italiana ® ,‖
         Cucina BRAVO! Italiana ® , BRAVO! Italian Kitchen ® , Brio ® , ―Brio Tuscan Grille TM ,‖ and ―Bon Vie ® .‖ At
         December 27, 2009, there were 45 BRAVO! Cucina Italiana restaurants (44 at December 28, 2008), 35 BRIO Tuscan Grille
         restaurants (30 at December 28, 2008), and one Bon Vie (one at December 28, 2008) restaurants in operation in 27 states
         throughout the United States of America. On June 28, 2010, the name of the Company was changed from Bravo
         Development, Inc. to Bravo Brio Restaurant Group, Inc.

         At December 27, 2009, the Company was contractually committed to lease four restaurants. The estimated cost to complete
         the construction of these restaurants is approximately $7.2 million.

         Consolidation —The consolidated financial statements include the results of operations and account balances of BDI (a
         majority-owned subsidiary of Bravo Development Holdings, LLC (―Parent‖)) (see Note 2) and subsidiaries. All
         intercompany accounts and transactions have been eliminated in consolidation.

         Fiscal Year End —The Company utilizes a 52- or 53-week accounting period which ends on the Sunday closest to
         December 31. The fiscal years ended December 30, 2007, December 28, 2008, and December 27, 2009, each have 52 weeks.

         Accounting Estimates —The preparation of the consolidated financial statements in conformity with accounting principles
         generally accepted in the United States of America requires management to make estimates and assumptions that affect the
         reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated
         financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its
         estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances at
         the time. Actual amounts may differ from those estimates.

         Cash and Cash Equivalents —The Company considers all cash and short-term investments with original maturities of three
         months or less as cash equivalents. All cash is principally deposited in one bank.

         Inventories —Inventories are valued at the lower of cost or market, using the first-in, first-out method and consist principally
         of food and beverage items.

         Pre-opening Costs —Restaurant pre-opening costs consist primarily of wages and salaries, recruiting, training, travel, and
         lodging and meals. The Company expenses such costs as incurred. Pre-opening costs also includes an accrual for
         straight-line rent recorded during the period between date of possession and the restaurant opening date for the Company‘s
         leased restaurant locations.

         Property and Equipment —Property and equipment are recorded at cost, less accumulated depreciation. Equipment consists
         primarily of restaurant equipment, furniture, fixtures, and smallwares. Depreciation is calculated using the straight-line
         method over the estimated useful life of the related asset. Leasehold improvements are amortized using the straight-line
         method over the shorter of the lease term, including option periods, which are reasonably assured of renewal or the estimated
         useful life of the asset. Estimated useful lives of assets are as follows: buildings—15 to 39 years, leasehold
         improvements—10 to 20 years, and equipment and fixtures—3 to 10 years.

         Leases —The Company records the minimum lease payments for its operating leases on a straight-line basis over the lease
         term, including option periods which are reasonably assured of renewal. The lease term commences on the date that the
         lessee obtains control of the property, which is normally when the property is ready for tenant improvements. Contingent
         rent expense is recognized as incurred and is usually based on either a percentage of restaurant sales or as a percentage of
         restaurant sales in excess of a defined amount.


                                                                       F-7
Table of Contents



                           BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

                               Notes to Consolidated Financial Statements—(Continued)


         Leasehold improvements financed by the landlord through tenant improvement allowances are capitalized as leasehold
         improvements with the tenant improvement allowances recorded as deferred lease incentives. Deferred lease incentives are
         amortized on a straight-line basis over the lesser of the life of the asset or the lease term, including option periods which are
         reasonably assured of renewal (same term that is used for related leasehold improvements) and are recorded as a reduction of
         occupancy expense.

         Other Assets —Other assets include liquor licenses, trademarks, and loan costs and are stated at cost, less amortization, if
         any. The trademarks are used in the advertising and marketing of the restaurants and are widely recognized and accepted by
         consumers.

         Impairment of Long-Lived Assets —The Company reviews long-lived assets, such as property and equipment and
         intangibles, subject to amortization, for impairment when events or circumstances indicate the carrying value of the assets
         may not be recoverable. In determining the recoverability of the asset value, an analysis is performed at the individual
         restaurant level and primarily includes an assessment of historical cash flows and other relevant factors and circumstances.
         Negative restaurant-level cash flow over the previous 12-month period is considered a potential impairment indicator. In
         such situations, the Company evaluates future cash flow projections in conjunction with qualitative factors and future
         operating plans. Based on this analysis, if the Company believes that the carrying amount of the assets are not recoverable,
         an impairment charge is recognized based upon the amount by which the assets carrying value exceeds fair value as
         measured by undiscounted future cash flows expected to be generated by these assets.

         The Company recognized asset impairment charges of approximately $8.5 million and $6.4 million in fiscal 2008 and 2009,
         respectively, related to leasehold improvements, fixtures and equipment for the impacted sites. No impairment charge was
         recorded in fiscal 2007.

         The Company‘s impairment assessment process requires the use of estimates and assumptions regarding future cash flows
         and operating outcomes, which are based upon a significant degree of management‘s judgment. The Company continues to
         assess the performance of restaurants and monitors the need for future impairment. Changes in the economic environment,
         real estate markets, capital spending, and overall operating performance could impact these estimates and result in future
         impairment charges. There can be no assurance that future impairment tests will not result in additional charges to earnings.

         Estimated Fair Value of Financial Instruments —The carrying amounts of cash and cash equivalents, receivables, trade and
         construction payables, and accrued liabilities at December 28, 2008 and December 27, 2009, approximate their fair value
         due to the short-term maturities of these financial instruments. The fair values of the Company‘s long-term debt is
         determined using quoted market prices for the same or similar issues or based on the current rates offered to the Company
         for debt of the same remaining maturities. The carrying amount of the long-term debt under the revolving credit facility and
         variable rate notes and loan agreements approximate the fair values at December 28, 2008 and December 27, 2009. The
         estimated fair value of the fixed long-term debt is $31,500,000 at December 27, 2009. The fair value of the Company‘s fixed
         long-term debt is estimated based on quoted market values offered for the same or similar agreements for which the lowest
         level of observable input significant to the established fair value measurement hierarchy is Level 2.

         Revenue Recognition —Revenue from restaurant operations is recognized upon payment by the customer at the time of sale.
         Revenues are reflected net of sales tax and certain discounts and allowances.

         The Company records a liability upon the sale of gift cards and recognizes revenue upon redemption by the customer.
         Revenue is recognized on unredeemed gift cards (breakage) based upon historical redemption patterns when the Company
         determines the likelihood of redemption of the gift card by the customer is remote and there is no legal obligation to remit
         the value of unredeemed gift cards to the relevant jurisdiction. Gift card breakage income was not significant in any fiscal
         year and is reported within revenues in the consolidated statements of operations.


                                                                        F-8
Table of Contents



                           BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

                               Notes to Consolidated Financial Statements—(Continued)


         Advertising —The Company expenses the cost of advertising (including production costs) the first time the advertising takes
         place. Advertising expense was $1,918,000, $2,451,000, and $2,809,000 for 2007, 2008, and 2009, respectively.

         Self-Insurance Reserves —The Company maintains various policies, including workers‘ compensation and general liability.
         As outlined in these policies, the Company is responsible for losses up to certain limits. The Company records a liability for
         the estimated exposure for aggregate losses below those limits. This liability is based on estimates of the ultimate costs to be
         incurred to settle known claims and claims not reported as of the balance sheet date. The estimated liability is not discounted
         and is based on a number of assumptions, including actuarial assumptions, historical trends, and economic conditions.

         Derivative Instruments —The Company accounts for all derivative instruments on the balance sheet at fair value. Changes in
         the fair value (i.e., gains or losses) of the Company‘s interest rate swap derivative are recorded each period in the
         consolidated statement of operations as a component of interest expense.

         Income Taxes —Income tax provisions are comprised of federal and state taxes currently due, plus deferred taxes. Deferred
         tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the
         financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and
         liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
         differences are expected to be recovered or settled. Recognition of deferred tax assets is limited to amounts considered by
         management to be more likely than not of realization in future periods.

         Stock-Based Compensation —The Company maintains performance incentive plans including incentive stock options and
         nonqualified stock options. Options are granted with exercise prices equal to the fair value of the Company‘s common shares
         at the date of grant. The cost of employee service is recognized as a compensation expense over the period that an employee
         provides service in exchange for the award, typically the vesting period, and are exercisable if certain performance targets
         are achieved. The Company has not recorded any compensation expense related to these stock options since certain
         performance clauses have not been satisfied according to the 2007 Option Plan (see Note 11).

         Net Income (loss) Per Share —Basic earnings per share amounts are computed by dividing consolidated net income (loss)
         by the weighted average number of common shares outstanding during the reporting period. Diluted per share amounts
         reflect the potential dilution that could occur if securities, options or other contracts to issue common stock were exercised or
         converted into common stock. At December 30, 2007, December 28, 2008 and December 27, 2009, there were 256,702,
         245,874 and 257,875, respectively, of stock options which were not considered dilutive due to performance conditions not
         being met.

         Pro forma Information (unaudited) —Pro forma stockholders‘ equity (deficiency in assets) is based upon the Company‘s
         historical stockholders‘ equity (deficiency in assets) as of December 27, 2009, and has been computed to give effect to the
         pro forma adjustment to reflect an exchange of the shares of Series A preferred stock for shares of common stock in
         connection with the proposed reorganization transactions. Each share of Series A preferred stock will be exchanged for that
         number of shares of common stock having an aggregate fair value, based upon the initial public offering price to the public
         of shares of our common stock in the proposed public offering, equal to the liquidation preference of each share of Series A
         preferred stock.

         Segment Reporting —The Company operates upscale affordable Italian dining restaurants under two brands, exclusively in
         the United States, that have similar economic characteristics, nature of products and service, class of customer and
         distribution methods. The Company believes it meets the criteria for aggregating its operating segments, into a single
         reporting segment in accordance with applicable accounting guidance.

         Recent Accounting Pronouncements —The Financial Accounting Standards Board (FASB) updated Accounting Standards
         Codification (ASC) Topic 810, Consolidation , with amendments to improve financial reporting by


                                                                        F-9
Table of Contents



                           BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

                              Notes to Consolidated Financial Statements—(Continued)


         enterprises involved with variable interest entities (formerly FASB Statement No. 167, Amendments to FASB Interpretation
         No. 46(R) ). These amendments require an enterprise to perform an analysis to determine whether the enterprise‘s variable
         interest(s) give it a controlling financial interest in a variable interest entity. The effective date for this guidance is the
         beginning of a reporting entity‘s first annual reporting period that begins after November 15, 2009, for interim periods
         within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company adopted this
         guidance and it had no effect on its consolidated financial statements.

         The FASB also updated ASC Topic 855 , Subsequent Events , to establish general standards of accounting for and disclosing
         of events that occur after the balance sheet date but before financial statements are issued or are available to be issued
         (formerly FASB Statement No. 165, Subsequent Events ). This guidance was effective for interim and annual financial
         periods ending after June 15, 2009. Adoption of this guidance did not have a material effect on the Company‘s consolidated
         financial statements. The Company‘s management has performed an evaluation of subsequent events through July 1, 2010,
         which is the date the consolidated financial statements were issued. There were no subsequent events noted.


         2.   RECAPITALIZATION

         On June 2, 2006, the Company entered into an Agreement and Plan of Merger (the ―Agreement‖) with Parent and BDI
         Acquisition Corp. (―Merger Sub‖), a wholly owned subsidiary of Parent with $56.1 million of capitalization, to consummate
         a recapitalization of the Company. Under the terms of the Agreement, Merger Sub, an entity formed by Parent, merged with
         and into the Company with the Company as the surviving entity. Merger and the recapitalization were effected on June 29,
         2006 (the ―Effective Time‖).

         In connection with this transaction, the Company issued a new series of nonvoting 14% Cumulative Compounding Preferred
         Stock. Upon the liquidation, dissolution, or winding-up of the Company, before any distribution of proceeds to the holders of
         common stock, the holders of preferred stock are entitled to a preferential distribution in cash in an amount equal to $1,000
         (original liquidation preference of $59,500,000) for each preferred share, plus the accumulated dividends with respect to
         such share. The preferred stock is not subject to call or mandatory redemption rights and cannot be converted into common
         shares. Total liquidation preference including undeclared/unpaid dividends amounted to $72.6 million, $82.7 million, and
         $94.3 million for the fiscal years ended 2007, 2008, and 2009, respectively.

         In addition to the consideration paid at the Effective Time, the equity holders and the option holders earned additional
         consideration of $7.9 million (the ―Earn-Out Payment‖), plus accrued interest, paid in September 2007. Following the
         recapitalization, Parent owns 80.1% of the Company‘s common stock and management shareholders own 19.9% of the
         Company‘s common stock.

         As part of the Agreement, the shareholders and Parent made an election under Section 338(h)(10) of the Internal Revenue
         Code of 1986, as amended, to treat the recapitalization as an asset purchase for tax purposes. The tax benefit of this election
         was recorded as an equity transaction. For all periods prior to the recapitalization, the Company operated as an S corporation
         for federal and state income tax purposes. However, following the recapitalization, the Company no longer qualified as an
         S corporation and became subject to U.S. Federal and certain state and local income taxes applicable to C corporations. The
         transaction was accounted for as a leveraged recapitalization with no change in the book basis of assets and liabilities. All
         taxes resulting from the Section 338(h)(10) election were paid by the selling shareholders and option holders.


                                                                       F-10
Table of Contents



                            BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

                                 Notes to Consolidated Financial Statements—(Continued)


         3.     PROPERTY AND EQUIPMENT

         The major classes of property and equipment at December 28, 2008 and December 27, 2009, are summarized as follows (in
         thousands):



                                                                                                       2008             2009


         Land and buildings                                                                        $     5,252      $     5,402
         Leasehold improvements                                                                        112,573          124,331
         Equipment and fixtures                                                                         70,733           76,714
         Construction in progress                                                                        4,587            4,255
         Deposits on equipment orders                                                                      139              501
           Total                                                                                       193,284          211,203
         Less accumulated depreciation                                                                 (52,244 )        (66,323 )
              Total                                                                                $ 141,040        $ 144,880



         4.     OTHER ASSETS

         The major classes of other assets and related amortization at December 28, 2008 and December 27, 2009, are summarized as
         follows (in thousands):



                                                                                                       2008             2009


         Loan origination fees                                                                     $     4,512      $     4,512
         Liquor licenses                                                                                 1,397            1,393
         Trademarks                                                                                        117              117
         Deposits                                                                                          127              150
                Other assets—at cost                                                                     6,153            6,172
         Accumulated amortization:
           Loan origination fees                                                                        (1,873 )         (2,606 )
           Liquor licenses                                                                                 (38 )            (58 )
           Trademarks                                                                                      (16 )            (16 )
                Total accumulated amortization                                                          (1,927 )         (2,680 )
              Other assets—net                                                                     $     4,226      $     3,492



                                                                   F-11
Table of Contents



                           BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

                               Notes to Consolidated Financial Statements—(Continued)


         5.   LONG-TERM DEBT

         Long-term debt at December 28, 2008 and December 27, 2009, consists of the following (in thousands):



                                                                                                               2008              2009


         Term loan                                                                                         $    80,644       $    79,818
         Note agreement                                                                                         30,930            32,270
         Revolving credit facility                                                                              13,750             5,550
         Mortgage notes with payments of principal and interest due through July 2012                              626               393
           Total                                                                                               125,950           118,031
         Less current maturities                                                                                (1,049 )          (1,039 )
         Long-term debt                                                                                    $ 124,901         $ 116,992



         As part of the recapitalization of the Company in 2006, as more fully described in Note 2, the Company entered into a
         $112.5-million Credit Agreement (the ―Credit Agreement‖) composed of a $82.5-million Term Loan (the ―Term Loan‖) and
         a $30-million Revolving Credit Facility (the ―Revolver‖).

         The interest rate on the Term Loan and Revolver is based on prime rate, plus a margin of up to 2% or the London Interbank
         Offered Rate (LIBOR), plus a margin up to 3%, with margins determined by certain financial ratios. The weighted-average
         interest rate on the borrowings at December 27, 2009, was 3.47% (7.1% at December 28, 2008). In addition, the Company
         must pay an annual commitment fee of 0.5% on the unused portion of the Revolver. Borrowings under the Credit Agreement
         are collateralized by a first priority security interest in all of the assets of the Company, except property collateralized by
         mortgage notes and mature based upon the nature of the borrowing in either 2011 or 2012.

         Pursuant to the terms of the Revolver, the Company is subject to certain financial and nonfinancial covenants, including a
         consolidated total leverage ratio, a consolidated senior leverage ratio, consolidated fixed-charge coverage ratio, and
         consolidated capital expenditures limitations. The Company was in compliance with these covenants as of December 27,
         2009.

         The Revolver also provides for bank guarantee under standby letter of credit arrangements in the normal course of business
         operations. The Company‘s commercial bank issues standby letters of credit to secure its obligations to pay or perform when
         required to do so pursuant to the requirements of an underlying agreement or the provision of goods and services. The
         standby letters of credit are cancelable only at the option of the beneficiary who is authorized to draw drafts on the issuing
         bank up to the face amount of the standby letter of credit in accordance with its terms. As of December 27, 2009, the
         maximum exposure under these standby letters of credit was $3.65 million. At December 27, 2009, the Company had
         $20.8 million available under its Revolver.

         In addition to the Credit Agreement, the Company entered into a $27.5 million Note Purchase Agreement (the ―Note
         Agreement‖). Under the Note Agreement, interest is payable monthly at an annual interest rate of 13.25%. The Company
         may elect monthly during the first year of the Note Agreement to accrue interest at the rate of 14.25% per annum with no
         payments. Commencing the second year of the Note Agreement through the maturity date, the Company may elect to accrue
         interest at 13.25% and pay interest equal to 9% monthly. Interest accrued, but unpaid during the term of the Note Agreement
         is capitalized into the principal balance. The Note Agreement is collateralized by a second priority interest in all assets of the
         Company except property and matures on December 29, 2012. Since November 2006, the Company has elected to capitalize
         accrued, but unpaid interest in accordance with the terms of the Note Agreement.

         Beginning with the fiscal year ended December 28, 2008, the Company is required to make excess cash flow payments to
         reduce the outstanding principal balances under the Credit Agreement provided the Company meets
F-12
Table of Contents



                          BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

                              Notes to Consolidated Financial Statements—(Continued)


         certain leverage ratio requirements. No excess cash flow payments were made in fiscal year 2008 and no excess cash flow
         payments will be required in fiscal year 2009 based on the fiscal year 2008 results.

         In connection with settlement of the Earn-Out Payment as described in Note 2, the Company recovered $4.6 million of funds
         previously held in escrow. These funds were applied to the outstanding borrowings in accordance with the Credit and Note
         Agreements.

         On August 14, 2006, the Company entered into a three-year interest rate swap agreement fixing the interest rate on
         $27 million of its Term Loan debt. The Company settles with the bank quarterly for the difference between the 5.24% and
         the 90-day LIBOR in effect at the beginning of the quarter. Changes in the market value of the interest rate swap are
         recorded each period as an adjustment to interest expense. Such adjustments were net increases to interest expense of
         $782,000 and $120,000 in fiscal 2007 and 2008, respectively, and a reduction of interest expense of $755,000 in fiscal 2009.
         There were no derivative instruments outstanding at December 27, 2009.

         Mortgage notes are collateralized by first mortgages on individual restaurant real estate assets. The weighted-average
         variable interest rate on the mortgage notes is 6.83% and 4.61% for fiscal years 2008 and 2009, respectively.

         Future maturities of debt as of December 27, 2009, are as follows (in thousands):




         2010                                                                                                            $     1,039
         2011                                                                                                                  6,470
         2012                                                                                                                110,522
         Total                                                                                                           $ 118,031



         6.   ACCRUED EXPENSES

         The major classes of accrued expenses at December 28, 2008 and December 27, 2009, are summarized as follows (in
         thousands):



                                                                                                            2008             2009


         Compensation and related benefits                                                              $     9,210      $    10,268
         Accrued self-insurance claims liability                                                              4,279            4,853
         Other taxes payable                                                                                  2,234            3,546
         Other accrued liabilities                                                                            3,536            2,991
         Total accrued expenses                                                                         $    19,259      $    21,658



                                                                      F-13
Table of Contents



                           BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

                               Notes to Consolidated Financial Statements—(Continued)


         7.   OTHER LONG-TERM LIABILITIES

         Other long-term liabilities at December 28, 2008 and December 27, 2009, consist of the following (in thousands):



                                                                                                            2008              2009


         Deferred rent                                                                                  $    12,201       $    13,975
         Deferred compensation (Note 9)                                                                         407               166
         Partner surety (Note 9)                                                                                370               200
         Other long-term liability                                                                               79               122
         Interest rate swap                                                                                     755                —
         Other long-term liabilities                                                                    $    13,812       $    14,463



         8.   LEASES

         The Company leases certain land and buildings used in its restaurant operations under various long-term operating lease
         agreements. The initial lease terms range from 2 to 15 years and currently expire between 2009 and 2028. The leases include
         renewal options for 2 to 20 additional years. The majority of leases provide for base (fixed) rent, plus additional rent based
         on gross sales, as defined in each lease agreement, in excess of a stipulated amount, multiplied by a stated percentage. The
         Company is also generally obligated to pay certain real estate taxes, insurances, common area maintenance (CAM) charges,
         and various other expenses related to the properties.

         At December 27, 2009, the future minimum rental commitments under noncancellable operating leases, including option
         periods which are reasonably assured of renewal, are as follows (in thousands):




         2010                                                                                                            $     18,398
         2011                                                                                                                  18,933
         2012                                                                                                                  19,188
         2013                                                                                                                  19,378
         2014                                                                                                                  19,614
         Thereafter                                                                                                           172,631
         Total                                                                                                           $ 268,142



         The above future minimum rental amounts exclude renewal options, which are not reasonably assured of renewal and
         additional rent based on sales or increases in the United States Consumer Price Index. The Company generally has escalating
         rents over the term of the leases and records rent expense on a straight-line basis for operating leases.

         Rent expense, excluding real estate taxes, CAM charges, insurance, and other expenses related to operating leases, in 2007,
         2008, and 2009, consists of the following (in thousands):



                                                                                           2007             2008              2009


         Minimum rent                                                                  $     9,229      $    10,618       $    11,391
         Contingent rent                                                                     1,090              933               705
Total          $   10,319   $   11,551   $   12,096



        F-14
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                           BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

                               Notes to Consolidated Financial Statements—(Continued)


         9.    BONUS PLANS

         In 2003, the Strategic Partner Plan (SPP) was created to reward and retain top general managers and executive chefs by
         providing them with a significantly greater Quarterly Performance Bonus payout potential, in addition to sharing in the
         appreciation of the Company (―Deferred Compensation‖), which is based on a quarterly targeted sales value times an
         earnings factor based on same store sales performance. The Deferred Compensation vests ratably over the initial term of the
         agreement and is payable at the termination of the contract (generally five years).

         To participate in the SPP, the invitee (partner) signs an agreement to continue their employment with the Company for the
         term of the initial agreement (five years) and places a deposit (―Partner Surety‖) with the Company, which is reflected in
         other long-term liabilities. The Partner Surety, as well as any Deferred Compensation that may be credited to the partner‘s
         account, is forfeited if the partner breaches the requirements of the SPP agreement. The Company pays interest on the
         Partner Surety each quarter based on the three-month Certificate of Deposit rate, as published in the Wall Street Journal on
         the first business day of each calendar quarter and also provides each partner with a $2,500 sign-on bonus when their Partner
         Surety is received. Total expenses related to the SPP, net of Partner Surety forfeitures, amounted to $3,542,000, $1,227,000,
         and $771,000, for fiscal years 2007, 2008, and 2009, respectively. Effective the beginning of fiscal year 2008, the SPP plan
         is no longer being offered to additional partners although existing partners will continue to participate in the plan until their
         respective agreements expire at the end of the initial five-year term.


         10.    EMPLOYEE BENEFIT PLAN

         The Company has a 401(k) defined contribution plan (the ―401(k) Plan‖) covering all eligible full-time employees. The
         401(k) Plan provides for employee salary deferral contributions up to a maximum of 15% of the participants‘ eligible
         compensation, as well as discretionary Company matching contributions. Discretionary Company contributions relating to
         the 401(k) Plan for the years ended 2007, 2008, and 2009, were $179,000, $222,000, and $180,000, respectively.


         11.    STOCK OPTION PLAN

         Stock option activity for 2007, 2008, and 2009, is summarized as follows:



                                                                                            2007              2008              2009


         Outstanding—beginning of year                                                         —            256,702           245,874
         Weighted-average exercise price                                                $      —          $   10.00         $   10.00
         Granted                                                                          265,890                —             18,500
         Weighted-average exercise price                                                $   10.00         $      —          $    8.92
         Forfeited                                                                         (9,188 )         (10,828 )          (6,499 )
         Weighted-average exercise price                                                $   10.00         $   10.00         $   10.00
         Outstanding—end of year                                                            256,702           245,874           257,875

         Weighted-average exercise price                                                $     10.00       $     10.00       $      9.92

         Exercisable—end of year                                                                   —                 —                 —

         Weighted-average exercise price                                                $          —      $          —      $          —



         The weighted-average remaining contractual term of options outstanding at December 27, 2009, was 7 years (no options
         were exercisable).
F-15
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                           BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

                               Notes to Consolidated Financial Statements—(Continued)


         The total weighted-average fair value of options granted in 2007 and 2009 was $3.61, and was estimated at the date of grant
         using the Black-Scholes option-pricing model. The following assumptions were used for these options: weighted-average
         risk-free interest rate of 4.49%, no expected dividend yield, weighted-average volatility of 32.2%, based upon competitors
         within the industry, and an expected option life of five years.

         A summary of the status of, and changes to, unvested options during the year ended December 27, 2009, is as follows:



                                                                                                                                 Weighted-
                                                                                                  Number of                    Average Grant
                                                                                                   Shares                      Date Fair Value


         Unvested—beginning of year                                                                   144,293              $              3.60
           Granted                                                                                     18,500                             3.25
           Vested                                                                                     (59,844 )                           3.61
           Forfeited                                                                                     (527 )                           3.61
         Unvested—end of year                                                                         102,422              $              3.61



         Vested options (155,453) are not exercisable, as the specified performance conditions have not been met. As of
         December 27, 2009, there was $930,000 of total unrecognized compensation cost related to vested and nonvested options
         granted under the Plan. The cost will begin to be recognized upon the satisfaction of certain performance conditions as
         specified within the option agreements.

         12. INCOME TAXES

         The provision for income taxes consisted of the following (in thousands):



                                                                                          2007                2008                     2009


         Current income tax expense:
           Federal                                                                    $          —     $              —            $           —
           State and local                                                                       54                  166                      135
               Total current income tax expense                                                  54                  166                      135
         Deferred income tax expense (benefit):
           Federal                                                                         (3,298 )           50,107
           State and local                                                                   (259 )            4,788
               Total deferred income tax expense (benefit)                                 (3,557 )           54,895                           —
         Total income tax expense (benefit)                                           $    (3,503 )    $      55,061               $          135



                                                                     F-16
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                            BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

                                Notes to Consolidated Financial Statements—(Continued)


         Deferred income taxes as of December 28, 2008 and December 27, 2009, consisted of the following (in thousands):



                                                                                                              2008             2009


         Deferred tax assets:
           Goodwill for tax reporting purposes                                                           $     41,446      $    38,127
           Self-insurance reserves                                                                              2,989            2,819
           Depreciation and amortization                                                                        2,292            4,918
           Federal and state net operating losses                                                               4,619            4,425
           FICA tip credit carryforward                                                                         6,819            9,893
           Other                                                                                                1,076              809
               Total gross deferred tax assets                                                                 59,241           60,991
         Deferred tax liabilities:
           Prepaid assets                                                                                        (361 )           (305 )
           Deferred rent                                                                                          610             (638 )
               Total gross deferred tax liabilities                                                                  249          (943 )
         Valuation allowance                                                                                  (59,490 )        (60,048 )
         Net deferred tax asset                                                                          $            —    $          —



         Goodwill for tax reporting purposes is amortized over 15 years. At December 27, 2009, the Company has net operating loss
         carryforwards for federal and state income tax purposes of $10,928,000 and $8,233,000 and Federal Insurance Contributions
         Act (FICA) tip credit carryforwards of $9,893,000, which will expire at various dates from 2026 through 2028.

         Deferred tax assets are reduced by a valuation allowance if, based on the weight of the available evidence, it is more likely
         than not that some or all of the deferred tax assets will not be realized. Both positive and negative evidence are considered in
         forming management‘s judgment as to whether a valuation allowance is appropriate, and more weight is given to evidence
         that can be objectively verified. The valuation allowance relates to net operating loss and credit carryforwards and temporary
         differences for which management believes that realization is uncertain. The tax benefits relating to any reversal of the
         valuation allowance on the net deferred tax assets will be recognized as a reduction of future income tax expense.

         The effective income tax expense differs from the federal statutory tax expense for the years ended December 30, 2007,
         December 28, 2008, and December 27, 2009, as follows (in thousands):



                                                                                            2007              2008             2009


         Provision at statutory rate                                                    $    (1,501 )     $    (2,218 )    $     1,238
         FICA tip credit                                                                     (2,706 )          (2,890 )         (3,073 )
         State income taxes—net of federal benefit                                             (377 )            (389 )            292
         Other—net                                                                            1,081             1,068            1,120
         Deferred tax asset valuation allowance                                                                59,490              558
         Total income tax expense (benefit)                                             $    (3,503 )     $    55,061      $          135



         The Company adopted the authoritative guidance in regard to uncertain tax positions during 2007. The standards require that
         a position taken or expected to be taken in a tax return be recognized in the financial statements when
F-17
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                           BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

                              Notes to Consolidated Financial Statements—(Continued)


         it is more likely than not (i.e. a likelihood of more than 50%) that the position would be sustained upon examination by tax
         authorities. A recognized tax position is measured at the largest amount of benefit that is greater than 50% likely of being
         realized upon settlement. Upon adoption, the Company determined that these new standards did not have a material effect on
         prior consolidated financial statements and therefore no change was made to the opening balance of retained earnings. The
         standards also require that changes in judgment that result in subsequent recognition, derecognition, or change in a
         measurement of a tax position taken in a prior annual period (including any related interest and penalties) be recognized as a
         discrete item in the interim period in which the change occurs. As of December 30, 2007, December 28, 2008 and
         December 27, 2009, the Company recognized no liability for uncertain tax positions.

         It is the Company‘s policy to include any penalties and interest related to income taxes in its income tax provision, however,
         the Company currently has no penalties or interest related to income taxes. The Company is currently open to audit under the
         statute of limitations by the Internal Revenue Service for the years ended December 31, 2006 through 2009. The Company‘s
         state income tax returns are open to audit under certain states for the years ended December 31, 2006 through 2009.


         13.    COMMITMENTS AND CONTINGENCIES

         The Company is subject to various claims, possible legal actions, and other matters arising out of the normal course of
         business. While it is not possible to predict the outcome of these issues, management is of the opinion that adequate
         provision for potential losses has been made in the accompanying consolidated financial statements and that the ultimate
         resolution of these matters will not have a material adverse effect on the Company‘s financial position, results of operations,
         or cash flows.


         14.    RELATED-PARTY TRANSACTIONS

         Approximately 80% of the common shares of the Company are owned by affiliates of Castle Harlan, Inc. (―Castle Harlan‖),
         Bruckmann, Rosser, Sherrill and Co., Inc. (BRS), and Golub Capital Incorporated. Management fees are determined
         pursuant to the Management Agreement between the Company and Castle Harlan and BRS. Prior to fiscal 2009,
         management fees were based upon a percentage of Earnings Before Interest, Taxes and, Depreciation and Amortization
         (―Defined EBITDA‖) as defined in the Management Agreement. Starting in fiscal 2009 and for all subsequent years, such
         fees are based upon predetermined amounts as outlined in the Management Agreement. Management fees paid to Castle
         Harlan and BRS amounted to approximately $379,000, $427,000, and $1,677,000 for fiscal years 2007, 2008, and 2009,
         respectively.


                                                                   ******


                                                                      F-18
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                            BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

                                                    Consolidated Balance Sheets
                                                         (Dollars in thousands, except par values)




                                                                                      December 27,           March 28,             Pro Forma
                                                                                                                                 Stockholders’
                                                                                           2009             2010                     Equity
                                                                                                         (Unaudited)              (Unaudited)


                                                                     ASSETS
         CURRENT ASSETS:
          Cash and cash equivalents                                                  $           249     $          241
          Accounts receivable                                                                  5,534              4,738
          Tenant improvement allowance receivable                                              2,435              1,957
          Inventories                                                                          2,203              2,017
          Prepaid expenses and other current assets                                            2,049              2,212
            Total current assets                                                             12,470             11,165
         PROPERTY AND EQUIPMENT—Net                                                         144,880            147,623
         OTHER ASSETS—Net                                                                     3,492              3,326
         TOTAL                                                                       $      160,842      $     162,114

                          LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY IN ASSETS)
         CURRENT LIABILITIES:
          Trade and construction payables                   $    12,675  $    11,770
          Accrued expenses                                       21,658       21,683
          Current portion of long-term debt                       1,039          913
          Deferred lease incentives                               4,284        4,284
          Deferred gift card revenue                              8,970        6,296
               Total current liabilities                                                      48,626             44,946
         DEFERRED LEASE INCENTIVES                                                            53,451             54,991
         LONG-TERM DEBT                                                                     116,992            117,526
         OTHER LONG-TERM LIABILITIES                                                          14,463             14,825
         COMMITMENTS AND CONTINGENCIES (Note 3)
         STOCKHOLDERS‘ EQUITY (DEFICIENCY IN ASSETS):
           Common stock, $0.001 par value—authorized,
             3,000,000 shares; issued and outstanding, 1,050,000 shares                              1                   1                       1
           14% cumulative compounding preferred stock, $0.001 par
             value—authorized, 100,000 shares; issued and outstanding,
             59,500 shares                                                                        1                   1
           Additional paid-in capital                                                       110,972             110,972                 110,973
           Retained deficit                                                                (183,664 )          (181,148 )              (181,148 )
               Total stockholders‘ equity (deficiency in assets)                             (72,690 )          (70,174 )               (70,174 )
         TOTAL                                                                       $      160,842      $     162,114       $          162,114


                                                  See notes to consolidated financial statements.


                                                                          F-19
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                            BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

                                     Unaudited Consolidated Statements of Operations
                                            (Dollars and shares in thousands, except par values and per share data)




                                                                                                                             Thirteen Weeks Ended
                                                                                                                          March 29,          March 28,
                                                                                                                            2009               2010


         REVENUES                                                                                                     $       73,593       $     81,844
         RESTAURANT OPERATING COSTS:
           Cost of sales                                                                                                      19,721             21,357
           Labor                                                                                                              26,096             28,096
           Operating                                                                                                          12,505             12,753
           Occupancy                                                                                                           5,061              5,525
               Total restaurant operating costs                                                                               63,383             67,731
         COSTS AND EXPENSES:
          General and administrative expenses                                                                                  4,583              4,423
          Restaurant pre-opening costs                                                                                         1,106              1,205
          Depreciation and amortization                                                                                        3,816              4,124
          Other (income) expenses—net                                                                                            105                (25 )
               Total costs and expenses                                                                                        9,610              9,727
         INCOME FROM OPERATIONS                                                                                                  600              4,386
         NET INTEREST EXPENSE                                                                                                  1,895              1,770
         INCOME (LOSS) BEFORE INCOME TAXES                                                                                    (1,295 )            2,616
         INCOME TAX EXPENSE (BENEFIT)                                                                                             (2 )              100
         NET INCOME (LOSS)                                                                                                    (1,293 )            2,516
         UNDECLARED PREFERRED DIVIDENDS                                                                                       (2,710 )           (3,089 )
         NET INCOME (LOSS) ATTRIBUTED TO COMMON SHAREHOLDERS                                                          $       (4,003 )     $       (573 )

         NET INCOME (LOSS) PER SHARE—BASIC AND DILUTED                                                                $        (3.81 )     $      (0.55 )

         WEIGHTED AVERAGE SHARES OUTSTANDING—BASIC AND DILUTED                                                                 1,050              1,050


                                                  See notes to consolidated financial statements.


                                                                            F-20
Table of Contents



                            BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

                                    Unaudited Consolidated Statements of Cash Flows
                                                            (Dollars in thousands, except par values)




                                                                                                               Thirteen Weeks Ended
                                                                                                            March 29,          March 28,
                                                                                                              2009               2010


         CASH FLOWS FROM OPERATING ACTIVITIES:
          Net income (loss)                                                                             $       (1,293 )     $      2,516
          Adjustments to reconcile net income (loss) to net cash provided by operating
            activities:
            Depreciation and amortization (excluding deferred lease incentives)                                  3,816              4,124
            Loss on disposals of property and equipment                                                             48                 20
            Amortization of deferred lease incentives                                                             (901 )           (1,097 )
            Interest capitalized in note agreement                                                                 330                114
            Changes in certain assets and liabilities:
               Accounts and tenant improvement receivables                                                         996              1,274
               Inventories                                                                                         198                186
               Prepaid expenses and other current assets                                                           543               (163 )
               Trade and construction payables                                                                  (2,020 )           (1,200 )
               Deferred lease incentives                                                                         2,803              2,637
               Deferred gift card revenue                                                                       (2,654 )           (2,674 )
               Other accrued liabilities                                                                           887                 25
               Other—net                                                                                           195                346
                    Net cash provided by operating activities                                                    2,948              6,108
         CASH FLOWS FROM INVESTING ACTIVITIES:
          Purchase of property and equipment                                                                    (6,399 )           (6,410 )
                    Net cash used in investing activities                                                       (6,399 )           (6,410 )
         CASH FLOWS FROM FINANCING ACTIVITIES:
          Proceeds from long-term debt                                                                          33,950             26,300
          Payments on long-term debt                                                                           (30,720 )          (26,006 )
                    Net cash provided by financing activities                                                    3,230                294
         NET DECREASE IN CASH AND CASH EQUIVALENTS                                                                (221 )               (8 )
         CASH AND CASH EQUIVALENTS—Beginning of period                                                             682                249
         CASH AND CASH EQUIVALENTS—End of period                                                        $          461       $        241

         SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
           Interest paid—net of $434 and $49 capitalized in 2009 and 2010, respectively                 $        2,293       $      1,443

            Income taxes paid                                                                           $           56       $         19

            Property additions financed by accounts payable                                             $          683       $        295


                                                  See notes to consolidated financial statements.


                                                                             F-21
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                          BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

                                Notes to Unaudited Consolidated Financial Statements

         1.   BASIS OF PRESENTATION

         Description of Business

         As of March 28, 2010, Bravo Development, Inc. owned and operated 83 restaurants under the names of BRAVO! Cucina
         Italiana and BRIO Tuscan Grille.

         The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally
         accepted accounting principles (―GAAP‖) for interim financial information. Accordingly, they do not include all the
         information and footnotes required by GAAP for complete financial statements. Operating results for the thirteen weeks
         ended March 28, 2010 are not necessarily indicative of the results that may be expected for the year ending December 26,
         2010.

         Certain information and footnote disclosure normally included in the financial statements prepared in accordance with
         GAAP have been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission
         (―SEC‖). In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments,
         consisting of normal recurring adjustments, considered necessary for a fair presentation. These unaudited condensed
         consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements
         and notes for the fiscal year ended December 27, 2009.


         Use of Estimates

         The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates
         and assumptions that may affect the amounts reported in the consolidated financial statements and accompanying notes.
         Actual results could differ from those estimates.

         Estimated Fair Value of Financial Instruments —The carrying amounts of cash and cash equivalents, receivables, trade and
         construction payables, and accrued liabilities at December 27, 2009 and March 28, 2010 approximate their fair value due to
         the short-term maturities of these financial instruments. The fair values of the Company‘s long-term debt is determined using
         quoted market prices for the same or similar issues or based on the current rates offered to the Company for debt of the same
         remaining maturities. The carrying amount of the long-term debt under the revolving credit facility and variable rate notes
         and loan agreements approximate the fair values at December 27, 2009 and March 28, 2010. The estimated fair value of the
         fixed long-term debt is $31,500,000 at March 28, 2010. The fair value of the Company‘s fixed long-term debt is estimated
         based on quoted market values offered for the same or similar agreements for which the lowest level of observable input
         significant to the established fair value measurement hierarchy is Level 2.


         Net Income (loss) Per Share

         Basic earnings per share amounts are computed by dividing consolidated net income (loss) by the weighted average number
         of common shares outstanding during the reporting period. Diluted per share amounts reflect the potential dilution that could
         occur if securities, options or other contracts to issue common stock were exercised or converted into common stock. At
         March 29, 2009 and March 28, 2010, there were 239,375 and 257,875, respectively, stock options which were not
         considered dilutive due to performance conditions not being met.


         Pro Forma Information

         Pro forma stockholders‘ equity (deficiency in assets) is based upon the Company‘s historical stockholders‘ equity
         (deficiency in assets) as of March 28, 2010, and has been computed to give effect to the pro forma adjustment to reflect an
         exchange of the shares of Series A preferred stock for shares of common stock in connection with the proposed
         reorganization transactions. Each share of Series A preferred stock will be exchanged for that number of shares common
         stock having an aggregate fair value, based upon the initial public offering price to the public of
F-22
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                           BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

                       Notes to Unaudited Consolidated Financial Statements—(Continued)


         shares of our common stock in the proposed public offering, equal to the liquidation preference of each share of Series A
         preferred stock.


         Recent Accounting Literature

         Improving disclosures about Fair Value Measurements (ASU No. 2010-06)

         (Included in ASC 820 ―Fair Value Measurements and Disclosures‖)

         Accounting Standards Update (―ASU‖) No. 2010-06 requires new disclosures regarding recurring or nonrecurring fair value
         measurements. Entities will be required to separately disclose significant transfers into and out of Level 1 and Level 2
         measurements in the fair value hierarchy and describe the reasons for the transfers. Entities will also be required to provide
         information on purchases, sales, issuances and settlements on a gross basis in the reconciliation of Level 3 fair value
         measurements. In addition, entities must provide fair value measurement disclosures for each class of assets and liabilities,
         and disclosures about the valuation techniques used in determining fair value for Level 2 or Level 3 measurements. ASU
         2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the gross basis
         reconciliations for the Level 3 measurements which is effective for fiscal years beginning after December, 15, 2010.

         The Financial Accounting Standards Board (FASB) updated Accounting Standards Codification (ASC) Topic 810,
         Consolidation , with amendments to improve financial reporting by enterprises involved with variable interest entities
         (formerly FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R) ). These amendments require an
         enterprise to perform an analysis to determine whether the enterprise‘s variable interest(s) give it a controlling financial
         interest in a variable interest entity. The effective date for this guidance is the beginning of a reporting entity‘s first annual
         reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for
         interim and annual reporting periods thereafter. The Company adopted this guidance and it had no material effect on its
         consolidated financial statements.


         2.   LONG-TERM DEBT

         As part of the recapitalization of the Company in 2006, the Company entered into a $112.5-million Credit Agreement (the
         ―Credit Agreement‖) composed of a $82.5-million Term Loan (the ―Term Loan‖) and a $30-million Revolving Credit
         Facility (the ―Revolver‖). Borrowings under the Credit Agreement are collateralized by a first priority security interest in all
         of the assets of the Company, except property collateralized by mortgage notes and mature based upon the nature of the
         borrowing in either 2011 or 2012. The Revolver also provides for bank guarantee under standby letter of credit arrangements
         in the normal course of business operations. The interest rate on the Term Loan and Revolver is based on prime rate, plus a
         margin of up to 2% or the London Interbank Offered Rate (LIBOR), plus a margin up to 3%, with margins determined by
         certain financial ratios. In addition, the Company must pay an annual commitment fee of 0.5% on the unused portion of the
         Revolver.

         As of March 28, 2010, the Company had borrowings outstanding under the Revolver totaling $6.2 million with a
         weighted-average interest rate of 3.31%. Availability under the Revolver is reduced by outstanding letters of credit totaling
         $3.8 million as of March 28, 2010, thereby leaving the Company with $20.0 million available under its Revolver.

         Pursuant to the terms of the Credit Agreement, the Company is subject to certain financial and nonfinancial covenants,
         including a consolidated total leverage ratio, a consolidated senior leverage ratio, consolidated fixed-charge coverage ratio,
         and consolidated capital expenditures limitations. The Company was in compliance with these covenants as of March 28,
         2010.

         In addition to the Credit Agreement, the Company entered into a $27.5 million Note Purchase Agreement (the ―Note
         Agreement‖). Under the Note Agreement, interest is payable monthly at an annual interest rate of 13.25%. The Company
         may elect monthly during the first year of the Note Agreement to accrue interest at the rate of
F-23
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                           BRAVO BRIO RESTAURANT GROUP, INC. AND SUBSIDIARIES

                      Notes to Unaudited Consolidated Financial Statements—(Continued)


         14.25% per annum with no payments. Commencing the second year of the Note Agreement through the maturity date, the
         Company may elect to accrue interest at 13.25% and pay interest equal to 9% monthly. Interest accrued, but unpaid during
         the term of the Note Agreement is capitalized into the principal balance. The Note Agreement is collateralized by a second
         priority interest in all assets of the Company except property and matures on December 29, 2012. From November 2006
         through January of 2010, the Company elected to capitalize accrued, but unpaid interest in accordance with the terms of the
         Note Agreement.

         Beginning with the fiscal year ended December 28, 2008, the Company is required to make excess cash flow payments to
         reduce the outstanding principal balances under the Credit Agreement provided the Company meets certain leverage ratio
         requirements. No excess cash flow payments were required in fiscal year 2009 based on the fiscal year 2008 results and no
         excess cash flow payments will be required for the 13 weeks ended March 28, 2010.


         3.   COMMITMENTS AND CONTINGENCIES

         The Company is subject to various claims, possible legal actions, and other matters arising out of the normal course of
         business. While it is not possible to predict the outcome of these issues, management is of the opinion that adequate
         provision for potential losses has been made in the accompanying consolidated financial statements and that the ultimate
         resolution of these matters will not have a material adverse effect on the Company‘s financial position, results of operations,
         or cash flows.

                                                                   ******


                                                                      F-24
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“The restaurant presents a winning combination: It manages to be a place that people want to go to and a place they want to go back to.” The Capital — Annapolis, MD
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“Tuscan “Tuscan Culina Culinary creations creations are are mastered mastered at BR at BRIO.” Collumbu Columbus s D Dispatch Birmingham, AL (1) Phoenix, AZ (2) Denver, CO (2) Farmington, CT (1) Washington DC (1) Ft. Lauderdale, FL
(2) Naples, FL (1) Orlando, FL (2) Palm Beach, FL (1) Tampa, FL (1) Atlanta, GA (2) Chicago, IL (1) Newport, KY (1) Annapolis, MD (1) Detroit, MI (2) Kansas City, MO (1) St. Louis, MO (1) Charlotte, NC (1) Raleigh, NC (1) Cherry Hill, NJ (1) Las
Vegas, NV (1) Cleveland, OH (2) Columbus, OH (2) Dayton, OH (1) Dallas, TX (2) Houston, TX (2) Richmond, VA (1) BrioItalian.com
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BRIO, meaning ―lively or full of life,‖ brings the pleasure of the Tuscan country villa to the American city. The food, staying true to the Tuscan philosophy of ―to eat well is to live well,‖ is simply prepared using the finest and freshest ingredients. Escape to
BRIO and experience the flavors of Tuscany. Buon Appetito!
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                       Bravo Brio Restaurant Group, Inc.
                                             Shares

                                   Preliminary Prospectus

         Jefferies & Company                                      Piper Jaffray
                               Wells Fargo Securities
         KeyBanc Capital Markets                  Morgan Keegan & Company, Inc.
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                                                                    Part II

                                            Information Not Required In Prospectus

         Item 13. Other Expenses of Issuance and Distribution.

         The following table sets forth the costs and expenses, other than the underwriting discount, payable by the registrant in
         connection with the sale of the common stock being registered. All amounts shown are estimates, other than the SEC
         registration fee, the FINRA filing fee and the Nasdaq Global Market listing fee.




         SEC registration fee                                                                                           $   12,300.00
         FINRA filing fee                                                                                                   17,750.00
         Nasdaq Global Market listing fee                                                                                           *
         Accounting fees and expenses                                                                                               *
         Legal fees and expenses                                                                                                    *
         Printing and engraving expenses                                                                                            *
         Registration and transfer agent fees                                                                                       *
         Blue sky fees and expenses                                                                                                 *
         Miscellaneous                                                                                                              *
            Total                                                                                                                    *


         * To be completed by amendment.


         Item 14. Indemnification of Directors and Officers.

         Ohio‘s Revised Code expressly authorizes and our Second Amended and Restated Regulations will provide for
         indemnification by us of any person who, because such person is or was a director, officer or employee of the Company was
         or is a party; or is threatened to be made a party to:

              • any threatened, pending or completed civil action, suit or proceeding;

              • any threatened, pending or completed criminal action, suit or proceeding;

              • any threatened, pending or completed administrative action or proceeding;

              • any threatened, pending or completed investigative action or proceeding.

         The indemnification will be for actual and reasonable expenses, including attorney‘s fees, judgments, fines and amounts paid
         in settlement by such person in connection with such action, suit or proceeding, to the extent and under the circumstances
         permitted by the Ohio Revised Code.

         Section 1701.13(E)(7) of the Ohio Revised Code authorizes a corporation to purchase and maintain insurance on behalf of
         any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against and
         incurred by such person in any such capacity, or arising out of such person‘s status as such. We have obtained liability
         insurance covering our directors and officers for claims asserted against them or incurred by them in such capacity, including
         claims brought under the Securities Act.

         Reference is made to the Form of Underwriting Agreement filed as Exhibit 1.1 hereto for provisions providing that the
         underwriters are obligated under certain circumstances, to indemnify our directors, officers and controlling persons against
         certain liabilities under the Securities Act of 1933.

         Reference is made to Item 17 for our undertakings with respect to indemnification for liabilities arising under the Securities
         Act.
II-1
Table of Contents

         Item 15. Recent Sales of Unregistered Securities.

         Except as set forth below, in the three years preceding the filing of this registration statement, we have not issued any
         securities that were not registered under the Securities Act.

         During August 2007, we sold 38.25 shares of our Series A 14.0% Cumulative Compounding Preferred Stock for an
         aggregate offering price of $38,250 and 675 shares of our common stock for an aggregate offering price of $6,750 to certain
         of our employees, officers, directors and consultants. The sale and issuance was deemed exempt from registration under the
         Securities Act by virtue of Rule 701 promulgated thereunder. In accordance with Rule 701, the shares were issued pursuant
         to a written compensatory benefit plan and the issuance did not, during any consecutive twelve month period, exceed 15% of
         the outstanding shares of our common stock, calculated in accordance with its provisions.

         During November 2007, we sold 21.25 shares of our Series A 14.0% Cumulative Compounding Preferred Stock for an
         aggregate offering price of $21,250 and 375 shares of our common stock for an aggregate offering price of $3,750 to certain
         of our employees, officers, directors and consultants. The sale and issuance was deemed exempt from registration under the
         Securities Act by virtue of Rule 701 promulgated thereunder. In accordance with Rule 701, the shares were issued pursuant
         to a written compensatory benefit plan and the issuance did not, during any consecutive twelve month period, exceed 15% of
         the outstanding shares of our common stock, calculated in accordance with its provisions.

         During July 2008, we sold 85 shares of our Series A 14.0% Cumulative Compounding Preferred Stock for an aggregate
         offering price of $85,000 and 1,500 shares of our common stock for an aggregate offering price of $15,000 to certain of our
         employees, officers, directors and consultants. The sale and issuance was deemed exempt from registration under the
         Securities Act by virtue of Rule 701 promulgated thereunder. In accordance with Rule 701, the shares were issued pursuant
         to a written compensatory benefit plan and the issuance did not, during any consecutive twelve month period, exceed 15% of
         the outstanding shares of our common stock, calculated in accordance with its provisions.

         During April 2009, we sold 111.125 shares of our Series A 14.0% Cumulative Compounding Preferred Stock for an
         aggregate offering price of $111,125 and 637.5 shares of our common stock for an aggregate offering price of $3,187.50 to
         certain of our employees, officers, directors and consultants. The sale and issuance was deemed exempt from registration
         under the Securities Act by virtue of Rule 701 promulgated thereunder. In accordance with Rule 701, the shares were issued
         pursuant to a written compensatory benefit plan and the issuance did not, during any consecutive twelve month period,
         exceed 15% of the outstanding shares of our common stock, calculated in accordance with its provisions.

         During May 2009, we sold 38 shares of our Series A 14.0% Cumulative Compounding Preferred Stock for an aggregate
         offering price of $38,000 and 400 shares of our common stock for an aggregate offering price of $2,000 to certain of our
         employees, officers, directors and consultants. The sale and issuance was deemed exempt from registration under the
         Securities Act by virtue of Rule 701 promulgated thereunder. In accordance with Rule 701, the shares were issued pursuant
         to a written compensatory benefit plan and the issuance did not, during any consecutive twelve month period, exceed 15% of
         the outstanding shares of our common stock, calculated in accordance with its provisions.

         During September 2009, we sold 30 shares of our Series A 14.0% Cumulative Compounding Preferred Stock for an
         aggregate offering price of $30,000 to certain of our employees, officers, directors and consultants. The sale and issuance
         was deemed exempt from registration under the Securities Act by virtue of Rule 701 promulgated thereunder. In accordance
         with Rule 701, the shares were issued pursuant to a written compensatory benefit plan and the issuance did not, during any
         consecutive twelve month period, exceed 15.0% of the outstanding shares of our common stock, calculated in accordance
         with its provisions.

         None of the foregoing transactions involved any underwriters, underwriting discounts or commissions or any public offering.
         The recipients of securities in such transactions represented their intentions to acquire the securities for investment only and
         not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the share
         certificates and instruments issued in such transactions. All recipients either received adequate information about us or had
         adequate access, through their relationship with us, to such information.


                                                                        II-2
Table of Contents

         Item 16. Exhibits and Financial Statement Schedules.

         (a) Exhibits


            Exhibit
            Numbe
              r                                                                Document


               1 .1*    Form of Underwriting Agreement.
               3 .3*    Second Amended and Restated Articles of Incorporation of Bravo Brio Restaurant Group, Inc.
               3 .4*    Second Amended and Restated Regulations of Bravo Brio Restaurant Group, Inc.
               4 .10*   Form of Common Stock Certificate.
               5 .1*    Opinion of Dechert LLP.
              10 .1*    Credit Agreement, dated as of June 29, 2006, among Bravo Development, Inc., as borrower, Bravo
                        Development Holdings, LLC and the domestic subsidiaries of the borrower from time to time parties thereto,
                        as guarantors, the lenders party thereto, Wachovia Bank, National Association, as administrative agent, Bank
                        of America, N.A., as syndication agent, General Electric Capital Corporation and Wells Fargo Bank, N.A., as
                        co-documentation agents, and Wachovia Capital Markets, LLC and Banc of America Securities LLC, as
                        co-lead arrangers and joint book managers.
              10 .2*    First Amendment to Credit Agreement, Waiver and Consent, dated as of March 13, 2008, by and among
                        Bravo Development, Inc., Bravo Development Holdings, LLC, the Guarantors, the Lenders and Wachovia
                        Bank, National Association, as administrative agent.
              10 .3     Note Purchase Agreement, dated as of June 29, 2006, by and among Bravo Development, Inc., as borrower,
                        Bravo Development Holdings, LLC and the domestic subsidiaries of the borrower from time to time parties
                        thereto, as guarantors, the Purchasers Party thereto, as purchasers, and Golub Capital Incorporated, as
                        administrative agent.
              10 .4     First Amendment to Note Purchase Agreement, dated as of March 17, 2008, by and among
                        Bravo Development, Inc., Bravo Development Holdings, LLC, the Guarantors, the Purchasers and Golub
                        Capital Incorporated, as administrative agent.
              10 .5     New Investors Securities Holders Agreement, dated as of June 29, 2006, by and among Bravo Development,
                        Inc., Bravo Development Holding LLC, and the other investors and parties named therein.
              10 .6     Securities Holders Agreement, dated as of June 29, 2006, by and among Bravo Development, Inc.,
                        Bravo Development Holdings LLC, Alton F. Doody, III, John C. Doody, and the other investors and parties
                        named therein.
              10 .7     Registration Rights Agreement, dated as of June 29, 2006, by and among Bravo Development, Inc., Bravo
                        Development Holdings LLC and the other investors named therein.
              10 .8     Management Agreement, dated as of June 29, 2006, by and among Bruckmann Rosser, Sherrill & Co., Inc.,
                        Castle Harlan, Inc. and Bravo Development, Inc.
              10 .9     Management Agreement, dated as of June 29, 2006, by and among Castle Harlan, Inc., Bruckmann Rosser,
                        Sherrill & Co., Inc. and Bravo Development, Inc.
              10 .10    Employment Agreement, effective January 12, 2007, by and between Bravo Development, Inc. and Saed
                        Mohseni.
              10 .11    Bravo Development, Inc. 2006 Stock Option Plan.
              10 .12    Form of Option Award Letter.
              21 .1     Subsidiaries of Bravo Brio Restaurant Group, Inc.
              23 .1     Consent of Deloitte & Touche LLP.
              23 .2*    Consent of Dechert LLP (included in Exhibit 5.1).
              24 .1     Powers of Attorney (included on the signature page).

         * To be filed by amendment.

         (b) Financial Statement Schedule

         See the Index to Financial Statements included on page F-1 for a list of the financial statements included in this registration
         statement.


                                                                        II-3
Table of Contents



         All schedules not identified above have been omitted because they are not required, are not applicable or the information is
         included in the selected consolidated financial data or notes contained in this registration statement.


         Item 17. Undertakings.

         a. The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting
         agreements, certificates in such denominations and registered in such names as required by the underwriters to permit
         prompt delivery to each purchaser.

         b. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and
         controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in
         the opinion of the Securities and Exchange 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 registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant 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.

         c. The undersigned registrant hereby undertakes that:

             1. For purposes of determining any liability under the Securities Act, the information omitted from the form of
         prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed
         by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this
         registration statement as of the time it was declared effective.

             2. For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a
         form of prospectus 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.


                                                                        II-4
Table of Contents



                                                                Signatures

         Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be
         signed on its behalf by the undersigned, thereunto duly authorized, in the city of Columbus, State of Ohio, on July 1, 2010.


                                                                       Bravo Brio Restaurant Group, Inc.




                                                                      By:                        /s/ Saed Mohseni
                                                                            Saed Mohseni
                                                                            President and Chief Executive Officer


                                                           Power of Attorney

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints
         each of Saed Mohseni and James J. O‘Connor, as his/her true and lawful attorney-in-fact and agent, each acting alone, with
         full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to
         sign any or all amendments to this registration statement, including post-effective amendments, and to file the same, with all
         exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto
         said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing
         requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in
         person, and hereby ratifies and confirms all that said attorneys-in-fact and agents or any of them or their substitute or
         substitutes may lawfully do or cause to be done by virtue thereof.

         This power of attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which
         taken together shall constitute one instrument.

         Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following
         persons in the capacities and on the dates indicated.


                                 Signature                                                   Title                             Date



                             /s/ Saed Mohseni                               President, Chief Executive Officer and            July 1,
                               Saed Mohseni                                 Director (Principal Executive Officer)             2010

                          /s/ James J. O‘Connor                             Chief Financial Officer, Treasurer and            July 1,
                           James J. O’Connor                                 Secretary (Principal Financial and                2010
                                                                                     Accounting Officer)

                          /s/ Alton F. Doody, III                                          Director                           July 1,
                            Alton F. Doody, III                                                                                2010

                          /s/ Harold O. Rosser II                                          Director                           July 1,
                           Harold O. Rosser II                                                                                 2010

                           /s/ David B. Pittaway                                           Director                           July 1,
                             David B. Pittaway                                                                                 2010

                           /s/ Michael J. Hislop                                           Director                           July 1,
                             Michael J. Hislop                                                                                 2010

                           /s/ Allen J. Bernstein                                          Director                           July 1,
Allen J. Bernstein          2010


                     II-5
Table of Contents


                                                            Exhibit Index


            Exhibit
            Numbe
              r                                                            Document


               1 .1*    Form of Underwriting Agreement.
               3 .3*    Second Amended and Restated Articles of Incorporation of Bravo Brio Restaurant Group, Inc.
               3 .4*    Second Amended and Restated Regulations of Bravo Brio Restaurant Group, Inc.
               4 .10*   Form of Common Stock Certificate.
               5 .1*    Opinion of Dechert LLP.
              10 .1*    Credit Agreement, dated as of June 29, 2006, among Bravo Development, Inc., as borrower,
                        Bravo Development Holdings, LLC and the domestic subsidiaries of the borrower from time to time parties
                        thereto, as guarantors, the lenders party thereto, Wachovia Bank, National Association, as administrative
                        agent, Bank of America, N.A., as syndication agent, General Electric Capital Corporation and Wells Fargo
                        Bank, N.A., as co-documentation agents, and Wachovia Capital Markets, LLC and Banc of America
                        Securities LLC, as co-lead arrangers and joint book managers.
              10 .2*    First Amendment to Credit Agreement, Waiver and Consent, dated as of March 13, 2008, by and among
                        Bravo Development, Inc., Bravo Development Holdings, LLC, the Guarantors, the Lenders and Wachovia
                        Bank, National Association, as administrative agent.
              10 .3     Note Purchase Agreement, dated as of June 29, 2006, by and among Bravo Development, Inc., as borrower,
                        Bravo Development Holdings, LLC and the domestic subsidiaries of the borrower from time to time parties
                        thereto, as guarantors, the Purchasers Party thereto, as purchasers, and Golub Capital Incorporated, as
                        administrative agent.
              10 .4     First Amendment to Note Purchase Agreement, dated as of March 17, 2008, by and among Bravo
                        Development, Inc., Bravo Development Holdings, LLC, the Guarantors, the Purchasers and Golub Capital
                        Incorporated, as administrative agent.
              10 .5     New Investors Securities Holders Agreement, dated as of June 29, 2006, by and among Bravo Development,
                        Inc., Bravo Development Holding LLC, and the other investors and parties named therein.
              10 .6     Securities Holders Agreement, dated as of June 29, 2006, by and among Bravo Development, Inc.,
                        Bravo Development Holdings LLC, Alton F. Doody, III, John C. Doody, and the other investors and parties
                        named therein.
              10 .7     Registration Rights Agreement, dated as of June 29, 2006, by and among Bravo Development, Inc., Bravo
                        Development Holdings LLC and the other investors named therein.
              10 .8     Management Agreement, dated as of June 29, 2006, by and among Bruckmann Rosser, Sherrill & Co., Inc.,
                        Castle Harlan, Inc. and Bravo Development, Inc.
              10 .9     Management Agreement, dated as of June 29, 2006, by and among Castle Harlan, Inc., Bruckmann Rosser,
                        Sherrill & Co., Inc. and Bravo Development, Inc.
              10 .10    Employment Agreement, effective January 12, 2007, by and between Bravo Development, Inc. and
                        Saed Mohseni.
              10 .11    Bravo Development, Inc. 2006 Stock Option Plan.
              10 .12    Form of Option Award Letter.
              21 .1     Subsidiaries of Bravo Brio Restaurant Group, Inc.
              23 .1     Consent of Deloitte & Touche LLP.
              23 .2*    Consent of Dechert LLP (included in Exhibit 5.1).
              24 .1     Powers of Attorney (included on the signature page).

         * To be filed by amendment.


                                                                    II-6
                                                                                              Exhibit 10.3



                                      NOTE PURCHASE AGREEMENT
                                                   among
                                       BRAVO DEVELOPMENT, INC.
                                              as Borrower,
                                  BRAVO DEVELOPMENT HOLDINGS LLC,
                                                    and
                              THE DOMESTIC SUBSIDIARIES OF THE BORROWER
                                   FROM TIME TO TIME PARTIES HERETO,
                                              as Guarantors,
                                    THE PURCHASERS PARTIES HERETO,
                                                    and
                                     GOLUB CAPITAL INCORPORATED,
                                         as Administrative Agent,


                                          Dated as of June 29, 2006


                                               $27,500,000
                              13.25% SENIOR SUBORDINATED SECURED NOTES
                                         DUE DECEMBER 29, 2012



THIS AGREEMENT IS SUBORDINATED TO THE PRIOR PAYMENT AND SATISFACTION IN CASH OF ALL SENIOR
INDEBTEDNESS, AS DEFINED IN THE INTERCREDITOR AGREEMENT DATED AS OF JUNE 29, 2006, AS THE SAME MAY BE
AMENDED, MODIFIED, RESTATED OR SUPPLEMENTED FROM TIME TO TIME, TO THE EXTENT, AND IN THE MANNER
PROVIDED IN SUCH INTERCREDITOR AGREEMENT.
                                                       TABLE OF CONTENTS

                                                                           Page
ARTICLE I DEFINITIONS                                                             1

  Section 1.1 Defined Terms                                                        1
  Section 1.2 Other Definitional Provisions                                       23
  Section 1.3 Accounting Terms                                                    23
  Section 1.4 Time References                                                     24

ARTICLE II PURCHASE AND SALE; TERMS OF THE NOTES                                  24

  Section 2.1 Note Register; Notes                                                24
  Section 2.2 Payment of Purchase Price                                           25
  Section 2.3 Fees, Costs and Expenses                                            25
  Section 2.4 Manner of Payment                                                   25
  Section 2.5 Terms of the Notes                                                  25
  Section 2.6 Use of Proceeds                                                     29

ARTICLE III REPRESENTATIONS AND WARRANTIES                                        30

  Section 3.1 Financial Condition; Projections                                    30
  Section 3.2 No Change                                                           31
  Section 3.3 Corporate Existence                                                 31
  Section 3.4 Corporate Power; Authorization; Enforceable Obligations             31
  Section 3.5 Compliance with Laws; No Conflict; No Default                       32
  Section 3.6 No Material Litigation                                              32
  Section 3.7 Investment Company Act; Etc                                         33
  Section 3.8 Margin Regulations                                                  33
  Section 3.9 ERISA                                                               33
  Section 3.10 Environmental Matters                                              33
  Section 3.11 Subsidiaries; Capitalization                                       34
  Section 3.12 Ownership of Property and Assets                                   35
  Section 3.13 Taxes                                                              35
  Section 3.14 Intellectual Property Rights                                       36
  Section 3.15 Solvency                                                           36
  Section 3.16 Location of Collateral, Etc                                        36
  Section 3.17 No Burdensome Restrictions                                         37
  Section 3.18 Labor Matters                                                      37
  Section 3.19 Accuracy and Completeness of Information                           37
  Section 3.20 Material Contracts                                                 37
  Section 3.21 Insurance                                                          37
  Section 3.22 Security Documents                                                 38
  Section 3.23 Regulation H                                                       38
  Section 3.24 Classification of Senior Indebtedness                              38
  Section 3.25 Foreign Assets Control Regulations, Etc                            38
  Section 3.26 Compliance with OFAC Rules and Regulations                         38

                                                                   -i-
                                                       TABLE OF CONTENTS
                                                            (continued)

                                                                                                      Page
 Section 3.27 Consummation of Recapitalization; Representations and Warranties from Other Documents          39
 Section 3.28 Certain Transactions                                                                           39
 Section 3.29 Use of Proceeds                                                                                39
 Section 3.30 Small Business Concern                                                                         39

ARTICLE IV CONDITIONS PRECEDENT                                                                              40

 Section 4.1 Conditions to Closing Date                                                                      40

ARTICLE V AFFIRMATIVE COVENANTS                                                                              45

 Section 5.1 Financial Statements                                                                            45
 Section 5.2 Certificates; Other Information                                                                 47
 Section 5.3 Payment of Taxes and Other Obligations                                                          48
 Section 5.4 Conduct of Business and Maintenance of Existence                                                48
 Section 5.5 Maintenance of Property; Insurance                                                              49
 Section 5.6 Inspection of Property; Books and Records; Discussions                                          49
 Section 5.7 Notices                                                                                         50
 Section 5.8 Environmental Laws                                                                              51
 Section 5.9 Financial Covenants                                                                             51
 Section 5.10 Additional Guarantors                                                                          53
 Section 5.11 Compliance with Law                                                                            54
 Section 5.12 Pledged Assets                                                                                 54
 Section 5.13 Hedging Agreements                                                                             55
 Section 5.14 Covenants Regarding Patents, Trademarks and Copyrights                                         55
 Section 5.15 Use of Proceeds                                                                                56
 Section 5.16 Further Assurances                                                                             56
 Section 5.17 Observation Rights                                                                             56
 Section 5.18 Exercise of Rights                                                                             57
 Section 5.19 Amendments and Modifications to the Senior Debt Documents                                      57
 Section 5.20 Further Assurances Regarding Real Property                                                     58
 Section 5.21 Payment of Certain Indebtedness                                                                58

ARTICLE VI NEGATIVE COVENANTS                                                                                59

 Section 6.1 Indebtedness                                                                                    59
 Section 6.2 Liens                                                                                           60
 Section 6.3 Nature of Business                                                                              60
 Section 6.4 Consolidation, Merger, Sale or Purchase of Assets, etc                                          60
 Section 6.5 Advances, Investments and Loans                                                                 61
 Section 6.6 Transactions with Affiliates                                                                    61
 Section 6.7 Ownership of Subsidiaries; Restrictions                                                         62
 Section 6.8 Fiscal Year; Organizational Documents; Material Contracts; Etc                                  62
 Section 6.9 Limitation on Restricted Actions                                                                62

                                                                   -ii-
                                                          TABLE OF CONTENTS
                                                               (continued)

                                                                                  Page
  Section 6.10 Restricted Payments; Prepayments of Other Indebtedness              62
  Section 6.11 Amendment of Debt or Recapitalization Documents                     64
  Section 6.12 Sale Leaseback Transactions                                         65
  Section 6.13 No Further Negative Pledges                                         65
  Section 6.14 Management Fees                                                     66
  Section 6.15 Restrictions on Holdings                                            66
  Section 6.16 Use of Proceeds                                                     66
  Section 6.17 Equity Documents                                                    66
  Section 6.18 Financial Assistance to Senior Lender                               67
  Section 6.19 SBIC Covenants                                                      67

ARTICLE VII EVENTS OF DEFAULT                                                      67

  Section 7.1 Events of Default                                                    67
  Section 7.2 Acceleration; Remedies                                               70

ARTICLE VIII THE ADMINISTRATIVE AGENT                                              70

  Section 8.1 Appointment                                                          70
  Section 8.2 Delegation of Duties                                                 71
  Section 8.3 Exculpatory Provisions                                               71
  Section 8.4 Reliance by Administrative Agent                                     71
  Section 8.5 Notice of Default                                                    72
  Section 8.6 Non Reliance on Administrative Agent and Other Purchasers            72
  Section 8.7 Indemnification                                                      73
  Section 8.8 The Administrative Agent in Its Individual Capacity                  73
  Section 8.9 Successor Administrative Agent                                       73
  Section 8.10 Other Agents                                                        74
  Section 8.11 Intercreditor Agreement                                             74
  Section 8.12 Collateral and Guaranty Matters                                     74

ARTICLE IX MISCELLANEOUS                                                           75

  Section 9.1 Amendments, Waivers and Release of Collateral                        75
  Section 9.2 Notices                                                              77
  Section 9.3 No Waiver; Cumulative Remedies                                       79
  Section 9.4 Survival of Representations and Warranties                           79
  Section 9.5 Payment of Expenses and Taxes                                        79
  Section 9.6 Successors and Assigns; Participations; Securitization; Transfers    80
  Section 9.7 Adjustments; Set off                                                 82
  Section 9.8 Table of Contents and Section Headings                               83
  Section 9.9 Counterparts                                                         83
  Section 9.10 Integration; Effectiveness; Continuing Agreement                    83
  Section 9.11 Severability                                                        84
  Section 9.12 Governing Law                                                       84
  Section 9.13 Consent to Jurisdiction and Service of Process                      85

                                                                      -iii-
                                                     TABLE OF CONTENTS
                                                          (continued)

                                                                         Page
 Section 9.14 [Intentionally Omitted.]                                          85
 Section 9.15 Confidentiality                                                   85
 Section 9.16 Acknowledgments                                                   86
 Section 9.17 Waivers of Jury Trial; Waiver of Consequential Damages            86
 Section 9.18 Patriot Act Notice                                                86
 Section 9.19 Subordination of Intercompany Debt                                87

ARTICLE X GUARANTY                                                              87

 Section 10.1 The Guaranty                                                      87
 Section 10.2 Bankruptcy                                                        88
 Section 10.3 Nature of Liability                                               88
 Section 10.4 Independent Obligation                                            88
 Section 10.5 Authorization                                                     89
 Section 10.6 Reliance                                                          89
 Section 10.7 Waiver                                                            89
 Section 10.8 Limitation on Enforcement                                         90
 Section 10.9 Confirmation of Payment                                           90

                                                                 -iv-
                   TABLE OF CONTENTS
                        (continued)

Schedules

Schedule 1.1(a)    Existing Investments
Schedule 1.1(b)    Existing Liens
Schedule 1.1(c)    Scheduled Financial Information
Schedule 2.1(a)    Purchasers
Schedule 2.1(c)    Form of Note
Schedule 2.3       Fees, Costs and Expenses
Schedule 3.11(a)   Subsidiaries
Schedule 3.11(b)   Capitalization
Schedule 3.14      Intellectual Property
Schedule 3.16(a)   Location of Real Property
Schedule 3.16(b)   Location of Collateral
Schedule 3.16(c)   States of Incorporation, Chief Executive Offices, etc.
Schedule 3.18      Labor Matters
Schedule 3.20      Material Contracts
Schedule 3.21      Insurance
Schedule 3.28      Certain Transactions
Schedule 3.30      Small Business Concern
Schedule 4.1(b)    Form of Secretary‘s Certificate
Schedule 4.1(i)    Form of Solvency Certificate
Schedule 4.1(u)    Adjusted Run Rate EBITDA
Schedule 5.2(b)    Form of Officer‘s Compliance Certificate
Schedule 5.10      Form of Joinder Agreement
Schedule 6.1(b)    Existing Indebtedness
Schedule 6.12      Existing Sale Leaseback Transactions
Schedule 9.6(c)    Form of Transfer Supplement

                              -V-
    NOTE PURCHASE AGREEMENT , dated as of June 29, 2006, among BRAVO DEVELOPMENT, INC ., an Ohio corporation (the ―
Borrower ‖), BRAVO DEVELOPMENT HOLDINGS LLC (― Holdings ‖), a Delaware limited liability company, and each of those
Domestic Subsidiaries of the Borrower identified as a ―Guarantor‖ on the signature pages hereto and such other Domestic Subsidiaries of the
Borrower as may from time to time become a party hereto (together with Holdings, collectively the ― Guarantors ‖ and individually a ―
Guarantor ‖), the purchasers from time to time parties to this Note Purchase Agreement (collectively the ― Purchasers ‖ and individually a ―
Purchaser ‖), and GOLUB CAPITAL INCORPORATED , a New York corporation, as administrative agent for the Purchasers hereunder (in
such capacity, the ― Administrative Agent ‖ or the ― Agent ‖).


                                                           W I T N E S S E T H:
   WHEREAS, the Borrower has requested that the Purchasers make loans and other financial accommodations to the Borrower in the amount
of up to $27,500,000, as more particularly described herein;
   WHEREAS, the Purchasers have agreed to make such loans and other financial accommodations to the Borrower on the terms and
conditions contained herein;
    NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto hereby agree as
follows:
   NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties
hereto, such parties hereby agree as follows:


                                                                ARTICLE I
                                                              DEFINITIONS
    Section 1.1 Defined Terms .
   As used in this Note Purchase Agreement, terms defined in the preamble to this Note Purchase Agreement have the meanings therein
indicated, and the following terms have the following meanings:
   ― Acquisition ‖ shall mean the recapitalization of the Borrower pursuant to the Acquisition Documents.
   ― Acquisition Documents ‖ shall mean the Purchase Agreement and any other material agreement, document or instrument executed in
connection with the foregoing (other than the Senior Debt Documents and the Note Purchase Documents), in each case as amended, modified
or supplemented from time to time.
   ― Additional Credit Party ‖ shall mean each Person that becomes a Guarantor by execution of a Joinder Agreement in accordance with
Section 5.10.
   ― Administrative Agent ‖ or ― Agent ‖ shall have the meaning set forth in the first paragraph of this Note Purchase Agreement and any
successors in such capacity.
   ― Affiliate ‖ shall mean as to any Person, any other Person (excluding any Subsidiary) which, directly or indirectly, is in control of, is
controlled by, or is under common control with, such Person. For purposes of this definition, a Person shall be deemed to be ―controlled by‖ a
Person if such Person possesses, directly or indirectly, power either (a) to vote 10% or more of the securities having ordinary voting power for
the election of directors of such Person or (b) to direct or cause the direction of the management and policies of such Person whether by
contract or otherwise.
  ― Agreement ‖ or ― Note Purchase Agreement ‖ shall mean this Note Purchase Agreement, as amended, restated, amended and restated,
modified or supplemented from time to time in accordance with its terms.
   ― Applicable Cash Percentage ‖ shall have the meaning set forth in Section 2.5(c).
   ― Bankruptcy Code ‖ shall mean the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced
from time to time.
   ― Bankruptcy Event ‖ shall mean any of the events described in Section 7.1(f).
   ― Board Observer ‖ shall have the meaning set forth in Section 5.17.
   ― Borrower ‖ shall have the meaning set forth in the first paragraph of this Note Purchase Agreement.
   ― BRS Management Agreement ‖ shall mean the Management Agreement dated as of the Closing Date between the Borrower and
Bruckmann, Rosser, Sherrill & Co. L.L.C., as in effect on the date hereof.
   ― Business ‖ shall have the meaning set forth in Section 3.10.
   ― Business Day ‖ shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are
authorized or required by law to close.
   ― Calculation Date ‖ means the date of the applicable Specified Transaction which gives rise to the requirement to calculate the financial
covenants set forth in Section 5.9(a) (c) on a Pro Forma Basis.
    ― Calculation Period ‖ means, in respect of any Calculation Date, the period of four fiscal quarters of the Borrower and its Subsidiaries
ended as of the last day of the most recent fiscal quarter of the Borrower and its Subsidiaries preceding such Calculation Date for which the
Administrative Agent shall have received (a) the financial statements required to be delivered pursuant to Section 5.1(a) or (b) for such fiscal
period or quarter, and (b) the certificate of a Responsible Officer of the Borrower required by Section 5.2(b) to be delivered with the financial
statements described in clause (a) above.

                                                                          2
   ― Capital Lease ‖ shall mean any lease of property, real or personal, the obligations with respect to which are required to be capitalized on a
balance sheet of the lessee in accordance with GAAP; provided that no lease shall be deemed to be a Capital Lease solely as a result of the
―continued involvement‖ of Borrower as such term is used in SFAS 98.
   ― Capital Lease Obligations ‖ shall mean the capitalized lease obligations relating to a Capital Lease determined in accordance with GAAP.
   ― Capital Stock ‖ shall mean (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership
interests (whether general or limited), (d) in the case of a limited liability company, membership interests and (e) any other interest or
participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.
    ― Cash Equivalents ‖ shall mean (a) securities issued or directly and fully guaranteed or insured by the United States of America or any
agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having
maturities of not more than twelve months from the date of acquisition (― Government Obligations ‖), (b) Dollar denominated (or foreign
currency fully hedged to the Dollar) time deposits, certificates of deposit, Eurodollar time deposits and Eurodollar certificates of deposit of
(i) any domestic commercial bank of recognized standing having capital and surplus in excess of $250,000,000 or (ii) any bank whose short
term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody‘s is at least P-1 or the equivalent thereof (any
such bank being an ― Approved Bank ‖), in each case with maturities of not more than 364 days from the date of acquisition, (c) commercial
paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or
guaranteed by any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by
Moody‘s and maturing within six months of the date of acquisition, (d) repurchase agreements with a bank or trust company or a recognized
securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States
of America, (e) obligations of any State of the United States or any political subdivision thereof for the payment of the principal and
redemption price of and interest on which there shall have been irrevocably deposited Government Obligations maturing as to principal and
interest at times and in amounts sufficient to provide such payment and (f) Investments, classified in accordance with GAAP as current assets,
in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by
reputable financial institutions having capital of at least $250,000,000 and the portfolios of which are limited to Investments of the character
described in the foregoing clauses (a) through (e).
   ― Cash Management Agreements ‖ shall mean, with respect to any Person, any agreement to provide cash management services, including
treasury, depository, overdraft, credit or debit card, electronic funds transfer or other cash management arrangements.
   ― CH Management Agreement ‖ means the Management Agreement dated as of the Closing Date between the Borrower and Castle Harlan,
Inc., as in effect on the date hereof.

                                                                           3
   ― Change of Control ‖ shall mean the occurrence of any of the following events:
      (a) (i) the failure of the Sponsors, collectively or individually, to maintain beneficial ownership, directly or indirectly, of the Voting Stock
  and economic interests of Holdings representing at least 51% of the combined voting power of all Voting Stock and economic interests of
  Holdings; (ii) Sponsors, collectively or individually cease to possess the power, directly or indirectly, to elect a majority of the members of
  the board of directors of Borrower and each Subsidiary; (iii) the replacement of a majority of the board of directors of the Borrower over a
  two-year period from the directors who constituted the board of directors of the Borrower, as applicable, at the beginning of such period, and
  such replacement shall not (1) have been approved by a vote of at least a majority of the board of directors of the Borrower, then still in
  office who either were members of such board of directors at the beginning of such period or whose election as a member of such board of
  directors was previously so approved, or (2) have been elected or nominated for election by the Sponsors; (iv) the failure of Holdings to
  own, directly or indirectly, more than 50% of the outstanding Capital Stock of the Borrower; (v) the failure of the Borrower to own, directly
  or indirectly, all of the Capital Stock and economic interests of each Subsidiary; or (vi) the consummation of an IPO; or
     (b) there shall have occurred (i) under any indenture or other instrument evidencing any Indebtedness in excess of $1,000,000 any
  ―change in control‖ or similar provision (as set forth in the indenture, agreement or other evidence of such Indebtedness) obligating
  Holdings or the Borrower to repurchase, redeem or repay all or any part of the Indebtedness or Capital Stock provided for therein, or (ii) the
  Borrower‘s certificate of incorporation any liquidation, dissolution or winding up of the Borrower, or any consolidation, merger or other
  event that is deemed to be a liquidation, dissolution or winding up of the Borrower pursuant to the Borrower‘s certificate of incorporation.
  As used in this definition, ―beneficial ownership‖ shall have the meaning provided in Rule 13d 3 of the Securities and Exchange
  Commission promulgated under the Securities Exchange Act of 1934.
   ― Closing Date ‖ shall mean the date of this Note Purchase Agreement.
   ― Code ‖ shall mean the Internal Revenue Code of 1986, as amended from time to time.
  ― Collateral ‖ shall mean a collective reference to the collateral which is identified in, and at any time will be covered by, the Security
Documents and any other collateral that may from time to time secure the Credit Party Obligations.
   ― Commonly Controlled Entity ‖ shall mean an entity, whether or not incorporated, which is under common control with the Borrower
within the meaning of Section 4001 of ERISA or is part of a group which includes the Borrower and which is treated as a single employer
under Section 414 of the Code.
  ― Consolidated ‖ shall mean, when used with reference to financial statements or financial statement items of the Borrower and its
Subsidiaries or any other Person, such statements or items on a consolidated basis in accordance with the consolidation principles of GAAP.

                                                                          4
   ― Consolidated Capital Expenditures ‖ shall mean, for any period, all expenditures of the Borrower and its Subsidiaries on a Consolidated
basis for such period that in accordance with GAAP would be classified as capital expenditures, including without limitation, Capital Lease
Obligations. The term ―Consolidated Capital Expenditures‖ shall not include (a) any Permitted Acquisition or (b) capital expenditures in
respect of the reinvestment of proceeds from Recovery Events in accordance with the terms of Section 2.7(b)(vi) of the Senior Credit
Agreement as in effect on the date hereof or (c) interest expense incurred during construction of a new Restaurant to the extent required to be
capitalized in accordance with GAAP.
   ― Consolidated Cash Interest Expense ‖ shall mean, for any period, all cash interest expense (excluding amortization of debt discount and
premium, but including the interest component under Capital Leases) for such period of the Borrower and its Subsidiaries on a Consolidated
basis. Notwithstanding the foregoing, for purposes of calculating Consolidated Cash Interest Expense for the fiscal quarters ending
September 30, 2006, December 31, 2006 and March 31, 2007, Consolidated Cash Interest Expense shall be annualized during such fiscal
quarters such that (a) for the calculation of Consolidated Cash Interest Expense as of September 30, 2006, Consolidated Cash Interest Expense
for the fiscal quarter then ending will be multiplied by four (4), (b) for the calculation of Consolidated Cash Interest Expense as of
December 31, 2006, Consolidated Cash Interest Expense for the two fiscal quarter period then ending will be multiplied by two (2) and (c) for
the calculation of Consolidated Cash Interest Expense as of March 31, 2007, Consolidated Cash Interest Expense for the three fiscal quarter
period then ending will be multiplied by one and one third (1 1/3).
    ― Consolidated EBITDA ‖ means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for the
Borrower and its Subsidiaries in accordance with GAAP: (a) Consolidated Net Income for such period plus (b) the sum of the following to the
extent deducted in determining Consolidated Net Income: (i) income taxes, (ii) Consolidated Interest Expense, (iii) amortization, depreciation
and other non cash charges (except to the extent that such non cash charges are reserved for cash charges to be taken in the future),
(iv) extraordinary or unusual losses as determined in accordance with GAAP, and other non-recurring or unusual losses or charges reasonably
acceptable to the Administrative Agent, (v) Transaction Costs in an aggregate amount not to exceed $7,000,000, (vi) Pre Opening Costs
incurred during such period in an aggregate amount not to exceed $475,000 per new Restaurant in any period, (vii) any charges related to
Hedging Agreements permitted under Section 6.1(d), (viii) any non-cash charges related to option plans, (ix) management fees paid by the
Borrower pursuant to the Management Agreements and permitted under Section 6.14 and (x) any non-cash charges relating to Strategic Partner
Plan Appreciation expense less (c) the sum of the following to the extent included in determining Consolidated Net Income: (i) interest income,
(ii) cash charges relating to Strategic Partner Plan Appreciation expense and (iii) any extraordinary, non recurring, unusual or non-cash gains.
Notwithstanding the foregoing, Consolidated EBITDA for the historical fiscal periods set forth in Schedule 1.1(c) shall be as set forth in such
schedule.
   ― Consolidated EBITDAR ‖ means, for any period, the sum of (i) the Consolidated EBITDA of the Borrower and its Subsidiaries for such
period plus (ii) Consolidated Rental Expense for such period.

                                                                        5
   ― Consolidated Fixed Charges ‖ shall mean, for any period, the sum of (a) Consolidated Income Cash Taxes for such period, plus
(b) Consolidated Cash Interest Expense for such period plus (c) Consolidated Rental Expense for such period, plus (d) Consolidated Scheduled
Debt Payments for such period, plus (e) Management Fees payable during such period. Notwithstanding the foregoing, Consolidated Fixed
Charges for the historical fiscal periods set forth in Schedule 1.1(c) shall be as set forth in such schedule.
   ― Consolidated Fixed Charge Coverage Ratio ‖ shall mean, as of the end of each fiscal quarter of the Borrower and its Subsidiaries on a
consolidated basis, the ratio of (a) Consolidated EBITDAR for the four fiscal quarter period ending on such date minus Consolidated
Maintenance Capital Expenditures for such period to (b) Consolidated Fixed Charges for such period.
   ― Consolidated Funded Debt ‖ shall mean, on any date of calculation, Funded Debt of the Borrower and its Subsidiaries on a Consolidated
basis.
   ― Consolidated Growth Capital Expenditures ‖ shall mean (a) Consolidated Capital Expenditures relating to the construction, acquisition or
opening of new Restaurants operated by Borrower and its Subsidiaries after the Closing Date, plus (b) to the extent not included in the
calculation of Consolidated Capital Expenditures, Pre Opening Costs, minus (c) any capitalized interest expense included in Consolidated
Interest Expense with respect to expenditures described in the foregoing clauses (a) and (b).
   ― Consolidated Income Cash Taxes ‖ shall mean, for any period, the aggregate of all income taxes (including, without limitation, any
federal, state, local and foreign income taxes) actually paid by the Borrower and its Subsidiaries on a Consolidated basis during such period.
   ― Consolidated Interest Expense ‖ shall mean, for any period, the gross interest expense (excluding amortization of debt discount and
premium, but including the interest component under Capital Leases) for such period of the Borrower and its Subsidiaries on a Consolidated
basis. Notwithstanding the foregoing, for purposes of calculating Consolidated Interest Expense for the fiscal quarters ending September 30,
2006, December 31, 2006 and March 31, 2007, Consolidated Interest Expense shall be annualized during such fiscal quarters such that (a) for
the calculation of Consolidated Interest Expense as of September 30, 2006, Consolidated Interest Expense for the fiscal quarter then ending will
be multiplied by four (4), (b) for the calculation of Consolidated Interest Expense as of December 31, 2006, Consolidated Interest Expense for
the two fiscal quarter period then ending will be multiplied by two (2) and (c) for the calculation of Consolidated Interest Expense as of
March 31, 2007, Consolidated Interest Expense for the three fiscal quarter period then ending will be multiplied by one and one third (1 1/3).
   ― Consolidated Maintenance Capital Expenditures ‖ shall mean, any Consolidated Capital Expenditures that are not Consolidated Growth
Capital Expenditures, minus, without duplication, any capitalized interest expense included in Consolidated Interest Expense with respect to
such Consolidated Capital Expenditures.
    ― Consolidated Net Income ‖ shall mean, for any period, for the Borrower and its Subsidiaries, the net income (or loss) of the Borrower and
its Subsidiaries on a Consolidated

                                                                        6
basis; -provided that there shall be excluded from Consolidated Net Income (a) any restoration to income of any contingency reserve, except to
the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time during such period, (b) the net income
(or loss) of any Person that is not a Subsidiary, in which the Borrower or any of its Subsidiaries has a joint interest with a third party, except to
the extent such net income is actually paid in cash to the Borrower or any of its Subsidiaries by dividend or other distribution during such
period and (c) the net income (if positive) of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions
by such Subsidiary to the Borrower or any of its Subsidiaries of such net income is not at the time permitted by operation of the terms of its
charter or any agreement or instrument applicable to such Subsidiary or Requirement of Law.
   ― Consolidated Rental Expense ‖ shall mean, for any period, all GAAP rental expense for such period of the Borrower and its Subsidiaries
on a Consolidated basis.
   ― Consolidated Scheduled Debt Payments ‖ shall mean, for any period, the sum of all scheduled payments of principal on Consolidated
Funded Debt for such period; it being understood that scheduled payments on Consolidated Funded Debt shall not include optional
prepayments or the mandatory prepayments required pursuant to Section 2.7 of the Senior Credit Agreement. Notwithstanding the foregoing,
for purposes of calculating Consolidated Scheduled Debt Payments for the fiscal quarters ending September 30, 2006, December 31, 2006 and
March 31, 2007, Consolidated Scheduled Debt Payments shall be annualized during such fiscal quarters such that (i) for the calculation of
Consolidated Scheduled Debt Payments as of September 30, 2006, Consolidated Scheduled Debt Payments for the fiscal quarter then ending
will be multiplied by four (4), (ii) for the calculation of Consolidated Scheduled Debt Payments as of December 31, 2006, Consolidated
Scheduled Debt Payments for the two fiscal quarter period then ending will be multiplied by two (2) and (iii) for the calculation of
Consolidated Scheduled Debt Payments as of March 31, 2007, Consolidated Scheduled Debt Payments for the three fiscal quarter period then
ending will be multiplied by one and one third (1 1/3).
  ― Consolidated Senior Leverage Ratio ‖ shall mean, as of the end of each fiscal quarter of the Borrower and its Subsidiaries on a
Consolidated basis, the ratio of (a) Consolidated Funded Debt (other than the Notes and Subordinated Debt) as of such date to (b) Consolidated
EBITDA for the four fiscal quarter period then ended.
   ― Consolidated Total Leverage Ratio ‖ shall mean, as of the end of each fiscal quarter of the Borrower and its Subsidiaries on a Consolidated
basis, the ratio of (a) Consolidated Funded Debt as of such date to (b) Consolidated EBITDA for the four fiscal quarter period then ended.
   ― Consolidated Working Capital ‖ shall mean, as of any date of determination, the excess of (a) current assets (excluding cash and Cash
Equivalents) of the Borrower and its Subsidiaries on a consolidated basis at such time less (b) current liabilities (excluding current maturities of
long term debt) of the Borrower and its Subsidiaries on a consolidated basis at such time, all as determined in accordance with GAAP;
provided, however, that the calculation of Consolidated Working Capital for the purposes of this Credit Agreement shall not include any
changes in assets and/or liabilities associated with gift card sales.

                                                                          7
   ― Contractual Obligation ‖ shall mean, as to any Person, any provision of any security issued by such Person or of any agreement,
instrument or undertaking to which such Person is a party or by which it or any of its property is bound.
   ― Control Agent ‖ shall have the meaning assigned to such term in the Intercreditor Agreement.
  ― Copyright Licenses ‖ shall mean any agreement, whether written or oral, providing for the grant by or to a Person of any right under any
Copyright, including, without limitation, any thereof referred to in Schedule 3.14 to this Note Purchase Agreement.
    ― Copyrights ‖ shall mean all copyrights of the Credit Parties and their Subsidiaries in all works, now existing or hereafter created or
acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Copyright Office or
in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof, or otherwise,
including, without limitation, any thereof referred to in Schedule 3.14 and all renewals thereof.
   ― Credit Party ‖ shall mean any of the Borrower or the Guarantors.
    ― Credit Party Obligations ‖ shall mean, without duplication, all of the obligations, indebtedness and liabilities of the Credit Parties to the
Purchasers and the Administrative Agent, whenever arising, under this Note Purchase Agreement, the Notes or any of the other Note Purchase
Documents, including principal, interest, fees, reimbursements and indemnification obligations and other amounts (including, but not limited
to, any interest accruing after the occurrence of a filing of a petition of bankruptcy under the Bankruptcy Code with respect to any Credit Party,
regardless of whether such interest is an allowed claim under the Bankruptcy Code).
   ― Default ‖ shall mean any of the events specified in Section 7.1, whether or not any requirement for the giving of notice or the lapse of
time, or both, or any other condition, has been satisfied.
   ― Dollars ‖ and ― $ ‖ shall mean dollars in lawful currency of the United States of America.
  ― Domestic Subsidiary ‖ shall mean any Subsidiary that is organized and existing under the laws of the United States or any state or
commonwealth thereof or under the laws of the District of Columbia.
   ― Environmental Laws ‖ shall mean any and all applicable foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees, requirements of any Governmental Authority or other Requirement of Law (including common law) regulating,
relating to or imposing liability or standards of conduct concerning protection of human health from exposure to Materials of Environmental
Concern or the pollution or protection of the environment, as now or may at any time be in effect during the term of this Note Purchase
Agreement.

                                                                         8
   ― Equity Documents ‖ shall mean the Stockholders Agreements, the Registration Rights Agreement and the certificate of incorporation and
by laws or other organizational or governing documents of any Credit Party.
   ― Equity Retention ‖ shall mean, after giving effect to the Acquisition, the retention by the Management Investors and/or purchase by the
Management Investors with option proceeds on the Closing Date, collectively, of approximately 19.9% of the Borrower‘s outstanding Capital
Stock valued at approximately $13,930,000.
   ― Equity Retention Documents ‖ shall mean the Purchase Agreement and each other document executed and delivered in connection with
the consummation of the Equity Retention.
   ― ERISA ‖ shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.
  ― Escrow Account ‖ means the Earn Out Escrow Account (as defined in the Purchase Agreement) established pursuant to the Escrow
Agreement and holding $12,500,000 of the purchase price payable by Holdings to in connection with the Acquisition.
   ― Escrow Agreement ‖ means the Escrow Agreement dated as of the Closing Date among Holdings, the Borrower, Mark Sheridan, as seller
representative and KeyBank, N.A., as Escrow Agent, in the form attached as an Exhibit to the Purchase Agreement.
    ― Event of Default ‖ shall mean any of the events specified in Section 7.1; provided , however, that any requirement for the giving of notice
or the lapse of time, or both, or any other condition, has been satisfied.
   ― Existing Mortgage Debt ‖ shall mean the Indebtedness owned by the Borrower to The Huntington National Bank in an aggregate amount
not to exceed $1,300,000 and secured by mortgages on the four (4) owned real Properties listed on Schedule 3.16(a) .
   ― Flood Hazard Property ‖ shall have the meaning set forth in Section 4.1(e)(iv).
   ― Foreign Subsidiary ‖ shall mean any Subsidiary that is not a Domestic Subsidiary.
   ― Funded Debt ‖ shall mean, with respect to any Person, without duplication, all Indebtedness of such Person other than Indebtedness of the
types referred to in clauses (i) and (j) (so long as undrawn) of the definition of ―Indebtedness‖.
   ― GAAP ‖ shall mean generally accepted accounting principles in effect in the United States of America applied on a consistent basis,
subject, however, in the case of determination of compliance with the financial covenants set out in Section 5.9 to the provisions of Section 1.3.
   ― GCI ‖ has the meaning set forth in Section 8.1.
   ― Governmental Approvals ‖ shall mean all authorizations, consents, approvals, permits, licenses and exemptions of, registrations and filings
with, and reports to, all Governmental Authorities.

                                                                         9
   ― Governmental Authority ‖ shall mean any nation or government, any state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.
   ― Guarantor ‖ shall have the meaning set forth in the first paragraph of this Note Purchase Agreement.
   ― Guaranty ‖ shall mean the guaranty of the Guarantors set forth in Article X.
   ― Guaranty Obligations ‖ shall mean, with respect to any Person, without duplication, any obligations of such Person (other than
endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any
Indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not
contingent, (a) to purchase any such Indebtedness or any property constituting security therefor, (b) to advance or provide funds or other
support for the payment or purchase of any such Indebtedness or to maintain working capital, solvency or other balance sheet condition of such
other Person (including without limitation keep well agreements, maintenance agreements, comfort letters or similar agreements or
arrangements) for the benefit of any holder of Indebtedness of such other Person, (c) to lease or purchase property, securities or services
primarily for the purpose of assuring the holder of such Indebtedness, or (d) to otherwise assure or hold harmless the holder of such
Indebtedness against loss in respect thereof. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth
therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in
respect of which such Guaranty Obligation is made.
   ― Hedging Agreements ‖ shall mean, with respect to any Person, any agreement entered into to protect such Person against fluctuations in
interest rates, or currency or raw materials values, including, without limitation, any interest rate swap, cap or collar agreement or similar
arrangement between such Person and one or more counterparties, any foreign currency exchange agreement, currency protection agreements,
commodity purchase or option agreements or other interest or exchange rate hedging agreements.
   ― Holdings ‖ shall have the meaning set forth in the first paragraph of this Note Purchase Agreement.
   ― Incurrence Ratio ‖ shall mean, at any date of determination, the maximum Consolidated Total Leverage Ratio permitted. under
Section 5.9(a) of the Senior Credit Agreement as in effect on the date hereof as at the end of the most recently ended fiscal quarter for which
the Borrowers have delivered a compliance certificate pursuant to Section 5.2(b), less 0.125.
   ― Indebtedness ‖ shall mean, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily
made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person
(other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all

                                                                         10
obligations (including, without limitation, earnout obligations and obligations under non competition or similar agreements that have not been
paid within 30 days of becoming fixed and matured) of such Person incurred, issued or assumed as the deferred purchase price of property or
services purchased by such Person (other than trade debt incurred in the ordinary course of business and due within six months of the
incurrence thereof) which would appear as liabilities on a balance sheet of such Person, (e) all obligations of such Person under take or pay or
similar arrangements or under commodities agreements, (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property
owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (g) all Guaranty Obligations of such
Person with respect to Indebtedness of another Person, (h) the principal portion of all Capital Lease Obligations of such Person, (i) all
obligations of such Person under Hedging Agreements, excluding any portion thereof which would be accounted for as interest expense under
GAAP, (j) the maximum amount of all letters of credit issued or bankers‘ acceptances facilities created for the account of such Person and,
without duplication, all drafts drawn thereunder (to the extent unreimbursed), (k) all preferred Capital Stock issued by such Person and which
by the terms thereof could at any time prior to the Maturity Date be (at the request of the holders thereof or otherwise) subject to mandatory
sinking fund payments, redemption or other acceleration, (1) the principal balance outstanding under any synthetic lease, tax retention
operating lease, off balance sheet loan or similar off balance sheet financing product and (m) the Indebtedness of any partnership or
unincorporated joint venture in which such Person is a general partner or a joint venturer.
   ― Insolvency ‖ shall mean, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of such term
as used in Section 4245 of ERISA.
   ― Intellectual Property ‖ shall mean the Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses of
the Credit Parties and their Subsidiaries, all goodwill associated therewith and all rights to sue for infringement thereof.
   ― Intercreditor Agreement ‖ means the Intercreditor Agreement, dated as of the Closing Date by and among the Administrative Agent, the
Senior Agent, the Control Agent and the Credit Parties, as amended, modified, supplemented or restated from time to time.
   ― Interest Payment Date ‖ shall mean the last day of each calendar month, or, if any such date shall not be a Business Day, on the next
succeeding Business Day, but interest shall continue to accrue on any applicable payment until payment is made.
   ― Investment ‖ shall mean (a) the acquisition (whether for cash, property, services, assumption of Indebtedness, securities or otherwise) of
shares of Capital Stock, other ownership interests or other securities of any Person or bonds, notes, debentures or all or substantially all of the
assets of any Person or (b) any deposit with, or advance, loan or other extension of credit to, any Person (other than deposits made in the
ordinary course of business) or (c) any other capital contribution to or investment in any Person, including, without limitation, any Guaranty
Obligation (including any support for a letter of credit issued on behalf of such Person) incurred for the benefit of such Person.

                                                                         11
    ― IPO ‖ means a bona fide underwritten initial public offering of voting common Capital Stock in the Borrower or a direct or indirect parent
of the Borrower.
   ― Joinder Agreement ‖ shall mean a Joinder Agreement in substantially the form of Schedule 5.10 , executed and delivered by an Additional
Credit Party in accordance with the provisions of Section 5.10.
   ― Lien ‖ shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or
other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention agreement and any Capital Lease having substantially the same
economic effect as any of the foregoing).
   ― Management Agreements ‖ shall mean, collectively, the BRS Management Agreement and the CH Management Agreement.
    ― Management Investors ‖ shall mean collectively, (i) those employees of the Borrower and its subsidiaries from time to time holding shares
of the Capital Stock of the Borrower, and (ii) any former employee of the Borrower holding the Capital Stock of the Borrower that was an
employee of the Borrower at the time any such Person acquired such Capital Stock of the Borrower.
   ― Material Adverse Effect ‖ shall mean a material adverse effect on (a) the business, results of operations or financial condition of the
Holdings, the Borrower and the Subsidiaries of the Borrower, taken as a whole, (b) the ability of the Borrower and the Guarantors, taken as a
whole, to perform their obligations, when such obligations are required to be performed, under this Note Purchase Agreement, any of the Notes
or any other Note Purchase Document or (c) the validity or enforceability of this Note Purchase Agreement, any of the Notes or any of the
other Note Purchase Documents or the rights or remedies of the Administrative Agent or the Purchasers hereunder or thereunder.
   ― Material Contract ‖ shall mean (a) any contract or other agreement, written or oral, of the Credit Parties or any of their Subsidiaries
involving monetary liability of or to any such Person in an amount in excess of $1,000,000 per annum (including, without limitation, the Senior
Debt Documents) and (b) any other contract, agreement, permit or license, written or oral, of the Credit Parties or any of their Subsidiaries as to
which the breach, nonperformance, cancellation of failure to renew by any party thereto, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.
   ― Materials of Environmental Concern ‖ shall mean any gasoline or petroleum (including crude oil or any fraction thereof), petroleum
products, asbestos, materials containing asbestos, pesticides, lead-based paint, radon, radioactive materials, polychlorinated biphenyls and urea
formaldehyde and any hazardous or toxic substances, chemicals, materials or wastes, defined or regulated in or under any Environmental Law.
   ― Maturity Date ‖ shall have the meaning set forth in Section 2.1(a).
   ― Maximum Accrual ‖ shall have the meaning set forth in Section 2.5(b)(iv).

                                                                           12
   ― Moody‘s ‖ shall mean Moody‘s Investors Service, Inc.
   ― Mortgage Instrument ‖ shall mean any mortgage, deed of trust or deed to secure debt executed by a Credit Party in favor of the
Administrative Agent pursuant to the terms of Section 4.1(e)(i), 5.10 or 5.12, as the same may be amended, modified, restated or supplemented
from time to time.
  ― Mortgaged Property ‖ shall mean any owned or leased real property of a Credit Party with respect to which such Credit Party executes a
Mortgage Instrument in favor of the Administrative Agent.
   ― Multiemployer Plan ‖ shall mean a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
   ― New Property ‖ shall mean any Property that was not owned, operated or leased by the Credit Parties or their Subsidiaries as of the
Closing Date.
   ― Note ‖ or ― Notes ‖ shall have the meaning set forth in Section 2.1(c).
   ― Note Purchase Documents ‖ shall mean this Note Purchase Agreement, each of the Notes, any Joinder Agreement, the Intercreditor
Agreement, the Security Documents and all other documents, certificates and instruments delivered to the Administrative Agent or any
Purchaser by any Credit Party in connection therewith.
   ― OFAC ‖ shall mean the U.S. Department of the Treasury‘s Office of Foreign Assets Control.
   ― Operating Lease ‖ shall mean, as applied to any Person, any lease (including, without limitation, leases which may be terminated by the
lessee at any time) of any property (whether real, personal or mixed) which is not a Capital Lease other than any such lease in which that
Person is the lessor.
   ― Participant ‖ shall have the meaning set forth in Section 9.6(b).
   ― Patent Licenses ‖ shall mean all agreements, whether written or oral, providing for the grant by or to a Person of any, right to manufacture,
use or sell any invention covered by a Patent, including, without limitation, any thereof referred to in Schedule 3.14 to this Note Purchase
Agreement.
   ― Patents ‖ shall mean (a) all letters patent of the United States or any other country, now existing or hereafter arising, and all improvement
patents, reissues, reexaminations, patents of additions, renewals and extensions thereof, including, without limitation, any thereof referred to in
Schedule 3.14 to this Note Purchase Agreement, and (b) all applications for letters patent of the United States or any other country, now
existing or hereafter arising, and all provisionals, divisions, continuations and continuations in part and substitutes thereof, including, without
limitation, any thereof referred to in Schedule 3.14 to this Note Purchase Agreement.

                                                                         13
   ― PBGC ‖ shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA.
   ― Perfection Certificate ‖ shall mean the perfection certificate, dated as of the date hereof and delivered to the Agent.
   ― Permitted Acquisition ‖ shall mean an acquisition or any series of related acquisitions by a Credit Party of (a) all or substantially all of the
assets or a majority of the outstanding Voting Stock or economic interests of a Person that is incorporated, formed or organized in the United
States or (b) any division, line of business or other business unit of a Person that is incorporated, formed or organized in the United States (such
Person or such division, line of business or other business unit of such Person shall be referred to herein as the ― Target ‖), in each case that is a
type of business (or assets used in a type of business) permitted to be engaged in by the Credit Parties and their Subsidiaries pursuant to
Section 6.3, so long as (i) no Default or Event of Default then exists or would exist after giving effect thereto, (ii) the Credit Parties shall
demonstrate to the reasonable satisfaction of the Administrative Agent and the Required Purchasers that, after giving effect to the acquisition
on a Pro Forma Basis the Credit Parties are in compliance with each of the financial covenants set forth in Section 5.9 and with the Incurrence
Ratio, (iii) the Administrative Agent, on behalf of the Purchasers, shall have received (or shall receive in connection with the closing of such
acquisition) a first priority (subject only to the Lien in favor of the Senior Agent securing the Senior Debt) perfected security interest in all
property (including, without limitation, Capital Stock) acquired with respect to the Target in accordance with the terms of Sections 5.10 and
5.12 and the Target, if a Person, shall have executed a Joinder Agreement in accordance with the terms of Section 5.10, (iv) the Administrative
Agent and the Purchasers shall have received (A) a description of the material terms of such acquisition, (B) audited financial statements (or, if
unavailable, management prepared financial statements) of the Target for its two most recent fiscal years and for any fiscal quarters ended
within the fiscal year to date and (C) consolidated projected income statements of Borrower and its Consolidated Subsidiaries (giving effect to
such acquisition), all in form and substance reasonably satisfactory to the Administrative Agent, (v) the Target shall have earnings before
interest, taxes, depreciation and amortization for the four fiscal quarter period prior to the acquisition date in an amount greater than $0,
(vi) such acquisition shall not be a ―hostile‖ acquisition and shall have been approved by the Board of Directors and/or shareholders of the
applicable Credit Party and the Target, (vii) after giving effect to such acquisition, there shall be at least $10,000,000 of borrowing availability
under the Revolving Committed Amount (as such term is defined in the Senior Credit Agreement, as in effect on the date hereof) and (viii) the
aggregate consideration (including without limitation equity consideration, earn outs or deferred compensation or non competition
arrangements and the amount of Indebtedness and other liabilities assumed by the Credit Parties and their Subsidiaries) paid by the Credit
Parties and their Subsidiaries (A) in connection with any such acquisition shall not exceed $5,000,000, (B) for all such acquisitions made
during any period of twelve (12) consecutive months shall not exceed $10,000,000 and (C) for all acquisitions made during the term of this
Agreement shall not exceed $15,000,000.
   ― Permitted Investments ‖ shall mean:
      (a) cash and Cash Equivalents;

                                                                          14
   (b) Investments set forth on Schedule 1.1(a);
   (c) receivables owing to the Credit Parties or any of their Subsidiaries or any receivables and advances to suppliers, in each case if
created, acquired or made in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;
   (d) Investments in and loans to any Credit Party (other than Holdings);
   (e) loans and advances to officers, directors and employees of the Borrower or any of its Subsidiaries in an aggregate amount not to
exceed $500,000 at any time outstanding; provided that such loans and advances shall comply with all applicable Requirements of Law;
    (f) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and
in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;
   (g) Investments, acquisitions or transactions permitted under Section 6.4(b) (including any Investments owned by a Person acquired in a
Permitted Acquisition);
   (h) Hedging Agreements to the extent permitted hereunder; and
   (i) additional loan advances and/or Investments of a nature not contemplated by the foregoing clauses hereof; provided that such loans,
advances and/or Investments made after the Closing Date pursuant to this clause (i) shall not exceed an aggregate amount of $5,000,000.
― Permitted Liens ‖ shall mean:
  (a) Liens created by or otherwise existing under or in connection with this Note Purchase Agreement or the other Note Purchase
Documents in favor of the Secured Parties;
   (b) Liens securing purchase money indebtedness and Capital Lease Obligations (and refinancings thereof) to the extent permitted under
Section 6.1(c); provided , that (A) any such Lien attaches to such property concurrently with or within 30 days after the acquisition thereof
and (B) such Lien attaches solely to the property so acquired in such transaction;
   (c) Liens for taxes, assessments, charges or other governmental levies not yet due or as to which the period of grace (not to exceed
60 days), if any, related thereto has not expired or which are being contested in good faith by appropriate proceedings; provided that
adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity
with GAAP (or, in the case of Foreign Subsidiaries with significant operations outside the United States of

                                                                      15
America, generally accepted accounting principles in effect from time to time in their respective jurisdictions of incorporation);
   (d) statutory Liens such as carriers‘, warehousemen‘s, mechanics‘, materialmen‘s, landlords‘, repairmen‘s or other like Liens arising in
the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith by
appropriate proceedings; provided that a reserve or other appropriate provision shall have been made therefor and the aggregate amount of
such Liens is less than $500,000 (other than landlord‘s liens for rent not overdue);
   (e) pledges or deposits in connection with workers‘ compensation, unemployment insurance and other social security legislation and
deposits securing liability to insurance carriers under insurance or self insurance arrangements in an aggregate amount not to exceed
$100,000;
   (f) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and
appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
   (g) Liens granted pursuant to the Senior Debt Documents to the extent such Liens secure Senior Debt;
   (h) easements, rights of way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not
substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere
with the ordinary conduct of the business of the applicable Person;
    (i) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred
to in this definition (other than Liens set forth on Schedule 1.1(b)); provided that such extension, renewal or replacement Lien shall be
limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements on such property);
provided, further, that any Liens with respect to any such extension, renewal or replacement of the Senior Obligations shall be a Permitted
Lien only if such extension, renewal or replacement constitutes Senior Debt;
   (j) Liens existing on the Closing Date and set forth on Schedule 1.1(b); provided that (i) no such Lien shall at any time be extended to
cover property or assets other than the property or assets subject thereto on the Closing Date and improvements thereon and (ii) the principal
amount of the Indebtedness secured by such Lien shall not be extended, renewed, refunded or refinanced;
   (k) Liens arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker‘s
Liens, rights of set off or similar rights and remedies covering deposit or securities accounts (including funds or other assets credited thereto)
or other funds maintained with a depository institution or securities intermediary;

                                                                      16
      (l) any zoning, building or similar laws or rights reserved to or vested in any Governmental Authority;
      (m) restrictions on transfers of securities imposed by applicable securities laws;
      (n) Liens arising out of judgments or awards not resulting in a Default; provided that the Borrower or any applicable Subsidiary shall in
   good faith be prosecuting an appeal or proceedings for review;
     (o) any interest or title of a lessor, licensor or sublessor under any lease, license or sublease entered into by the Borrower or any other
   Subsidiary in the ordinary course of its business and covering only the assets so leased, licensed or subleased;
      (p) assignments of insurance or condemnation proceeds provided to landlords (or their mortgagees) pursuant to the terms of any lease and
   Liens or rights reserved in any lease for rent or for compliance with the terms of such lease; and
      (q) additional Liens so long as the principal amount of Indebtedness and other obligations secured thereby does not exceed $1,000,000 in
   the aggregate.
   ― Permitted Management Capital Stock ‖ means the Capital Stock of the Borrower held by the Management Investors.
   ― Person ‖ shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.
   ― Plan ‖ shall mean, at any particular time, any employee benefit plan which is covered by Title IV of ERISA and in respect of which the
Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed
to be) an ―employer‖ as defined in Section 3(5) of ERISA.
   ― Pledge Agreement ‖ shall mean the Pledge Agreement dated as of the Closing Date given by the Borrower and the Guarantors to the
Administrative Agent, for the benefit of the Secured Parties, as the same may from time to time be amended, restated, amended and restated,
supplemented or otherwise modified in accordance with the terms hereof and thereof.
   ― Pre Opening Costs ‖ means ―start up costs‖ (such term used herein as defined in SOP 98-5 published by the American Institute of
Certified Public Accountants) related to the acquisition, opening and organizing of new restaurants, including, without limitation, the cost of
feasibility studies, staff training, and recruiting, travel costs for employees engaged in such start up activities advertising and rent accrued prior
to opening.
   ― Principal Increase ‖ shall have the meaning set forth in Section 2.5(c).
    ― Pro Forma Basis ‖ means, in connection with the calculation as of the applicable Calculation Date (utilizing the principles set forth in the
last paragraph of Section 5.9) of the

                                                                          17
financial covenants set forth in Section 5.9(a) (c) in respect of a proposed transaction (a ― Specified Transaction ‖) as of the date on which such
Specified Transaction is to be effected, the making of such calculation after giving effect on a pro forma basis to:
      (a) the consummation of such Specified Transaction as of the first day of the applicable Calculation Period;
     (b) the assumption, incurrence or issuance of any Indebtedness by the Borrower or any of its Subsidiaries (including any Person which
  became a Subsidiary pursuant to or in connection with such Specified Transaction) in connection with such Specified Transaction, as if such
  Indebtedness had been assumed, incurred or issued (and the proceeds thereof applied) on the first day of such Calculation Period (with any
  such Indebtedness bearing interest at a floating rate being deemed to have an implied rate of interest for the applicable period equal to the
  rate which is or would be in effect with respect to such Indebtedness as of the applicable Calculation Date);
     (c) the permanent repayment, retirement or redemption of any Indebtedness (other than revolving Indebtedness, except to the extent
  accompanied by a permanent commitment reduction) by the Borrower or any of its Subsidiaries (including any Person which became a
  Subsidiary pursuant to or in connection with such Specified Transaction) in connection with such Specified Transaction, as if such
  Indebtedness had been repaid, retired or redeemed on the first day of such Calculation Period;
     (d) other than in connection with such Specified Transaction, any assumption, incurrence or issuance of any Indebtedness by the
  Borrower or any of its Subsidiaries during the period beginning with the first day of the applicable Calculation Period through and including
  the applicable Calculation Date, as if such Indebtedness had been assumed, incurred or issued (and the proceeds thereof applied) on the first
  day of such Calculation Period (with any such Indebtedness bearing interest at a floating rate being deemed to have an implied rate of
  interest for the applicable period equal to the weighted average of the interest rates actually in effect with respect to such Indebtedness
  during the portion of such period that such Indebtedness was outstanding); and
     (e) other than in connection with such Specified Transaction, the permanent repayment, retirement or redemption of any Indebtedness
  (other than revolving Indebtedness, except to the extent accompanied by a permanent commitment reduction) by the Borrower or any of its
  Subsidiaries during the period beginning with the first day of the applicable Calculation Period through and including the applicable
  Calculation Date, as if such Indebtedness had been repaid, retired or redeemed on the first day of such Calculation Period.
   ― Properties ‖ shall mean the assets, facilities and properties owned, leased or operated by any of the Credit Parties.
   ― Purchase Agreement ‖ means the Agreement and Plan of Merger dated as of June 2, 2006 by and among Holdings, BDI Acquisition Corp.,
an Ohio corporation, the Borrower and the other Persons party thereto.

                                                                         18
   ― Recapitalization ‖ shall mean the Acquisition, the Equity Retention and the transactions related thereto.
   ― Recapitalization Documents ‖ shall mean the Acquisition Documents and the Equity Retention Documents.
   ― Recovery Event ‖ shall mean the receipt by the Credit Parties or any of their Subsidiaries of any cash insurance proceeds or condemnation
or expropriation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their
respective property or assets other than obsolete property or assets no longer used or useful in the business of the Credit Parties or any of their
Subsidiaries.
   ― Register ‖ shall have the meaning set forth in Section 2.1(b).
   ― Reorganization ‖ shall mean, with respect to any Multiemployer Plan, the condition that such Plan is in reorganization within the meaning
of such term as used in Section 4241 of ERISA.
   ― Reportable Event ‖ shall mean any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day
notice period is waived under PBGC Reg. §4043.
  ― Required Purchasers ‖ shall mean Purchasers holding in the aggregate more than 50% of the Notes, based upon the principal amount of the
Notes then outstanding at such time.
    ― Requirement of Law ‖ shall mean, as to any Person, the Certificate of Incorporation and By laws or other organizational or governing
documents of such Person, and each law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority,
in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.
   ― Responsible Officer ‖ shall mean, as to (a) the Borrower, the president, the chief financial officer or the chief operating officer or (b) any
other Credit Party, any duly authorized officer thereof.
   ― Restaurant ‖ means a particular restaurant at a particular location that is owned or operated by the Borrower or one of its Subsidiaries.
   ― Restricted Payment ‖ shall mean (a) the payment or declaration of any dividend or other distribution, direct or indirect, on account of any
shares of any class of Capital Stock of any Credit Party or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement,
sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of any
Credit Party or any of its Subsidiaries, now or hereafter outstanding, (c) any payment made to retire, or to obtain the surrender of, any
outstanding warrants, options or other rights to acquire shares of any class of Capital Stock of any Credit Party or any of its Subsidiaries, now
or hereafter outstanding, (d) any payment with respect to any earnout obligation, (e) any payment, prepayment, redemption or similar payment
with respect to any Subordinated Debt of any Credit Party or any of its Subsidiaries and (f) the

                                                                         19
payment by any Credit Party or any of its Subsidiaries of any management, advisory or consulting fee to any Person or the payment of any
extraordinary salary, bonus or other form of compensation to any Person who is directly or indirectly a significant partner, shareholder, owner
or executive officer of any such Person, to the extent such extraordinary salary, bonus or other form of compensation is not included in the
corporate overhead of such Credit Party or such Subsidiary.
   ― Revolving Loan ‖ shall have the meaning given to such term in the Senior Credit Agreement, as in effect on the date hereof.
   ― S&P ‖ shall mean Standard & Poor‘s Ratings Services, a division of The McGraw Hill Companies, Inc.
   ― Sale Leaseback Transaction ‖ shall have the meaning set forth in Section 6.12.
   ― Sanctioned Country ‖ shall mean a country subject to a sanctions program identified on the list maintained by OFAC and available at
    http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html , or as otherwise published from time to time.
   ― Sanctioned Person ‖ shall mean (i) a Person named on the list of ―Specially Designated Nationals and Blocked Persons‖ maintained by
OFAC available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or as otherwise published from time to time, or (ii)(A) an agency of
the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or (C) a person resident in a Sanctioned
Country, to the extent subject to a sanctions program administered by OFAC.
  ― SBA Loans ‖ shall mean the Indebtedness owned by the Borrower to Mid City Pioneer Corporation and guaranteed by the Small Business
Administration in an aggregate amount not to exceed $271,000 as disclosed on Schedule 6.1(b).
   ― Secured Parties ‖ shall mean the Administrative Agent and the Purchasers.
     ―Security Agreement ‖ shall mean the Security Agreement dated as of the Closing Date given by the Borrower and the Guarantors to the
Administrative Agent, for the benefit of the Secured Parties, as amended, restated, amended and restated, modified or supplemented from time
to time in accordance with its terms.
    ― Security Documents ‖ shall mean the Security Agreement, the Pledge Agreement, the Mortgage Instruments, the Perfection Certificate and
such other documents executed and delivered and/or filed in connection with the attachment and perfection of the Administrative Agent‘s
security interests and liens arising thereunder, including, without limitation, UCC financing statements and patent, trademark and copyright
filings.
   ― Senior Agent ‖ shall mean the Administrative Agent, as such term is defined in the Senior Credit Agreement as in effect on the date
hereof, and any successor with respect thereto.

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   ― Senior Credit Agreement ‖ shall mean the credit agreement, dated as of the date hereof, among the Credit Parties, Senior Agent and the
lenders party thereto, as amended, modified, supplemented or restated in accordance with the terms of this Note Purchase Agreement.
   ― Senior Debt ‖ shall mean ―Senior Indebtedness‖, as defined in the Intercreditor Agreement (as in effect on the Closing Date or as
otherwise modified with the consent of the Borrower).
   ― Senior Debt Documents ‖ shall mean the Senior Credit Agreement and all other agreements, documents, certificates and instruments
delivered to the Senior Agent or any Senior Lender by any Credit Party or Affiliate thereof in connection therewith (other than any agreement,
document, certificate or instrument related to a Hedging Agreement), in each case as amended, modified, supplemented or restated in
accordance with the terms of this Note Purchase Agreement.
   ― Senior Lenders ‖ shall mean the ―Lenders‖ as such term is defined in the Senior Credit Agreement as in effect on the date hereof.
   ― Senior Obligations ‖ shall mean the ―Credit Party Obligations‖ as such term is defined in the Senior Credit Agreement as in effect on the
date hereof.
   ― Single Employer Plan ‖ shall mean any Plan that is not a Multiemployer Plan.
   ― Specified Sales ‖ shall mean (a) the sale, transfer, lease or other disposition of inventory and materials in the ordinary course of business,
(b) the sale, transfer, lease or other disposition of obsolete or worn out property or assets in the ordinary course of business and (c) the sale,
transfer or other disposition of cash into Cash Equivalents or Cash Equivalents into cash.
   ― Specified Transaction ‖ has the meaning specified in the definition of ―Pro Forma Basis‖ set forth in this Section 1.1.
   ― Sponsors ‖ shall mean Castle Harlan, Inc. and Bruckmann, Rosser, Sherrill & Co. L.L.C., together with their respective Affiliates.
   ― Strategic Partner Plan ‖ shall mean the Borrower‘s employee incentive plan for certain key operating employees of the Borrower.
    ― Strategic Partner Plan Appreciation ‖ shall mean the value of amounts accrued by employees participating in the Strategic Partner Plan,
determined on the basis of improved same store sale performance and other criteria set forth in the Strategic Partner Plan and vested as set forth
in the Strategic Partner Plan.
   ― Stockholders Agreements ‖ shall mean, collectively, the New Investor Securities Holders Agreement (as defined in the Purchase
Agreement) and the Securities Holders Agreement (as defined in the Purchase Agreement), in each case in the form attached as an Exhibit to
the Purchase Agreement.

                                                                         21
   ― Subordinated Debt ‖ shall mean any indebtedness incurred by any Credit Party which by its terms is specifically subordinated in right of
payment to the prior payment of the Credit Party Obligations and contains subordination and other terms acceptable to the Administrative
Agent.
    ― Subsidiary ‖ shall mean, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or
other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason
of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other
entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or
both, by such Person. Unless otherwise qualified, all references to a ―Subsidiary‖ or to ―Subsidiaries‖ in this Note Purchase Agreement shall
refer to a Subsidiary or Subsidiaries of the Borrower.
   ― Swingline Loan ‖ shall have the meaning given to such term in the Senior Credit Agreement, as in effect on the date hereof.
   ― Target ‖ shall have the meaning specified in the definition of ―Permitted Acquisition‖ set forth in this Section 1.1.
   ― Term Loan ‖ shall have the meaning given to such term in the Senior Credit Agreement, as in effect on the date hereof.
   ― Testing Date ‖ shall have the meaning set forth in Section 2.5(b)(iv).
   ― Trademark License ‖ shall mean any agreement, whether written or oral, providing for the grant by or to a Person of any right to use any
Trademark, including, without limitation, any thereof referred to in Schedule 3.14 to this Note Purchase Agreement.
    ― Trademarks ‖ shall mean (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names,
service marks, elements of package or trade dress of goods or services, logos and other source or business identifiers, together with the
goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in
connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any
State thereof or any other country or any political subdivision thereof, including, without limitation, any thereof referred to in Schedule 3.14 to
this Note Purchase Agreement, and (b) all renewals thereof including, without limitation, any thereof referred to in Schedule 3.14.
    ― Transaction Costs ‖ shall mean all one time legal, accounting, consulting and professional fees and expenses incurred by the Credit Parties
in connection with the Transactions.
   ― Transactions ‖ shall mean the closing of this Agreement and the other Note Purchase Documents, the closing of the Senior Debt and the
Senior Debt Documents and the consummation of the Recapitalization and the other transactions contemplated hereby to occur in connection
with such closing and Recapitalization (including, without limitation, the issuance of

                                                                         22
the Notes under the Note Purchase Documents, the incurrence of the Senior Debt and the payment of fees and expenses in connection with all
of the foregoing).
   ― Transfer Effective Date ‖ shall have the meaning set forth in each Transfer Supplement.
   ― Transfer Supplement ‖ shall mean a Transfer Supplement, in substantially the form of Schedule 9.6(c) .
   ― UCC ‖ shall mean the Uniform Commercial Code from time to time in effect in any applicable jurisdiction.
   ― Voting Stock ‖ shall mean, with respect to any Person, Capital Stock issued by such Person the holders of which are ordinarily, in the
absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the
right so to vote may be or have been suspended by the happening of such a contingency.
    Section 1.2 Other Definitional Provisions .
  (a) Unless otherwise specified therein, all terms defined in this Note Purchase Agreement shall have the defined meanings when used in the
Notes or other Note Purchase Documents or any certificate or other document made or delivered pursuant hereto.
   (b) The words ―hereof‘, ―herein‖ and ―hereunder‖ and words of similar import when used in this Note Purchase Agreement shall refer to this
Note Purchase Agreement as a whole and not to any particular provision of this Note Purchase Agreement, and Section, subsection, Schedule
and Exhibit references are to this Note Purchase Agreement unless otherwise specified.
   (c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.
    Section 1.3 Accounting Terms .
   Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be
made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP applied on a basis consistent
with the most recent audited Consolidated financial statements of the Borrower delivered to the Purchasers; provided that, if the Borrower
notifies the Administrative Agent that it wishes to amend any covenant in Section 5.9 to eliminate the effect of any change in GAAP on the
operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Purchasers wish to amend Section 5.9 for
such purpose), then the Borrower‘s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the
relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the
Borrower and the Required Purchasers.
   The Borrower shall deliver to the Administrative Agent and each Purchaser at the same time as the delivery of any annual or quarterly
financial statements given in accordance with the provisions of Section 5.1, (i) a description in reasonable detail of any material change in the
application of accounting principles employed in the preparation of such financial statements

                                                                        23
from those applied in the most recently preceding quarterly or annual financial statements as to which no objection shall have been made in
accordance with the provisions above and (ii) a reasonable estimate of the effect on the financial statements on account of such changes in
application.
    For purposes of computing the financial covenants set forth in Section 5.9 for any applicable test period, the Acquisition and any Permitted
Acquisition or permitted sale of assets (including a stock sale) shall have been deemed to have taken place as of the first day of such applicable
test period.
    Section 1.4 Time References .
   Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).


                                                                  ARTICLE II
                                            PURCHASE AND SALE; TERMS OF THE NOTES.
    Section 2.1 Note Register; Notes .
   (a) Purchase and Sale of the Notes . Subject to the terms and conditions set forth herein, the Borrower agrees to sell to each Purchaser, and
each Purchaser severally agrees to purchase from the Borrower, on the Closing Date, at par, the Borrower‘s 13.25% Senior Subordinated
Secured Notes in the amount set forth opposite such Purchaser‘s name on Schedule 2.1(a) . Each Note shall mature on December 29, 2012 (the
― Maturity Date ‖); provided, that such final installment shall in any event be in an amount equal to all remaining principal of and accrued but
unpaid interest (and any unpaid penalties, fees or other charges) on such Note, including all Principal Increases associated therewith.
    (b) Note Register . The Administrative Agent shall maintain at Administrative Agent‘s office a register for the recordation of the names
and addresses of the Purchasers, the initial principal amount owing to each such Purchaser, any Principal Increases added to such principal
amount from time to time pursuant to the terms hereof and any assignments by any Purchaser made in accordance with the terms of this
Agreement (the ― Register ‖). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Administrative Agent and the Purchasers may treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Purchaser hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for
inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice to the Administrative Agent. In addition,
at any time that a request for a consent for a material or substantive change to the Note Purchase Documents is pending, any Purchaser may
request and receive from the Administrative Agent a copy of the Register.
   (c) Evidence of Debt; Notes . Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above shall
be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to each
Purchaser under this Agreement, absent manifest error; provided , however , that the failure of the

                                                                         24
Administrative Agent to make an entry, or any finding that an entry is incorrect, in the Register shall not limit or otherwise affect the
obligations of the Borrower under this Agreement. The Borrower agrees that upon notice by any Purchaser (with a copy of such notice to the
Administrative Agent) requesting to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for
such Purchaser to evidence (whether for purposes of pledge, enforcement or otherwise) the obligations owing to such Purchaser by the
Borrower under this Agreement, the Borrower shall promptly execute and deliver to such Purchaser, with a copy to the Administrative Agent, a
Note substantially in the form of Schedule 2.1(c) (each, a ― Note ‖ and collectively, the ― Notes ‖), payable to the order of such Purchaser. All
references to a Note or the Notes in the Note Purchase Documents shall be deemed to refer to the obligations of the Borrower hereunder as
evidenced by the Register and/or any Notes to the extent issued hereunder, as applicable.
    Section 2.2 Payment of Purchase Price .
   The purchase price for the Notes shall be payable on the Closing Date in cash by wire transfer of immediately available funds pursuant to
the Borrower‘s written instructions.
    Section 2.3 Fees, Costs and Expenses .
   On the Closing Date, the Borrower agrees to pay: (i) the commitment fee of $550,000 due and payable to such Persons set forth on
Schedule 2.3, in such amounts set forth opposite each such Person‘s name, and (ii) the costs and expenses of the Purchasers and the
Administrative Agent, as set forth in Section 9.6.
    Section 2.4 Manner of Payment .
   All payments and prepayments of principal or premium, if any, and interest on the Notes, and all fees and other payments due under the
Note Purchase Documents, shall be made without setoff or counterclaim to the applicable Purchasers (or any other party, in the case of such
fees and other payments) by wire transfer or other transfer or delivery of funds, in accordance with each Purchaser‘s (or other party‘s)
instructions from time to time, so that such funds are received by and available to the Purchasers (or other party, as the case may be) on or
before the due date of each such payment. Any principal, interest or other amount payable under the Note Purchase Documents that becomes
due on a day that is not a Business Day shall be payable on the next Business Day.
    Section 2.5 Terms of the Notes .
   (a) Optional Prepayments . Subject to the provisions of the Intercreditor Agreement, the Borrower shall have the right at any time and from
time to time, upon at least ten (10) Business Days‘ prior written notice to the Administrative Agent, to prepay the Notes in whole or in part, in
an amount specified in such notice, by payment of the principal amount of the Notes (or portion thereof) to be prepaid, together with accrued
interest thereon to the date of such prepayment and all Principal Increases (attributable to the portion of the Notes being prepaid) incurred to the
date of the prepayment, plus a premium equal to the applicable percentage of the principal amount to be prepaid, determined as follows:

                                                                         25
                                                                                                                                     Applicable
If Prepaid During 12 Month Period Ending On:                                                                                         Percentage
the first anniversary of the Closing Date                                                                                                         3%
the second anniversary of the Closing Date                                                                                                        2%
the third anniversary of the Closing Date                                                                                                         1%
Thereafter                                                                                                                                        0%
   Any optional partial prepayment of the Notes shall be in the aggregate principal amount of not less than $5,000,000, or any greater amount
which is a multiple of $1,000,000, and shall be accompanied by a written certification or other evidence reasonably satisfactory to the
Administrative Agent from the Senior Agent stating that such optional prepayment is permitted pursuant to the Intercreditor Agreement, if such
Intercreditor Agreement is still in effect. Each notice of prepayment shall be irrevocable and shall require the specified payment to be made not
more than 15 Business Days and not less than 10 Business Days after such notice. Partial prepayments of the Notes made as provided in this
Section 2.5(a) shall, to the extent thereof, be applied as set forth in Section 2.5(f).
   (b) Prepayments at Option of Holder, Mandatory Prepayments . Subject to the provisions of the Intercreditor Agreement:
         (i) If there shall occur a Change of Control, then upon the request of the Administrative Agent, the Borrower shall, upon the
      occurrence of such Change of Control, prepay the Notes in full, together with accrued interest thereon to the date of such prepayment
      (including the amount of all Principal Increases), together with the applicable premium set forth in the table in Section 2.5(a).
          (ii) If there shall occur a merger or consolidation of the Borrower, or a sale or divestiture of 50% or more of the Borrower‘s or any of
      its Subsidiaries‘ assets, or other transaction which effectively accomplishes such a sale or divestiture, then upon the request of the
      Administrative Agent the Borrower shall, on the closing date of such transaction, prepay the Notes in full, together with accrued interest
      thereon to the date of such prepayment (including the amount of all Principal Increases), together with the applicable premium set forth in
      the table in Section 2.5(a).
          (iii) Immediately upon receipt by the Borrower or any other Credit Party of any amounts from the Escrow Account in accordance with
      the terms of the Escrow Agreement, then upon the request of the Administrative Agent, the Borrower shall prepay the Notes as follows:
      (A) except as otherwise provided in the following clause (B), apply at least 40% of such amounts released from the Escrow Account (1)
      first, to prepay all Principal Increases and accrued interest with respect to the Notes and (2) second, to permanently prepay the Notes and
      the Senior Term Loan on a pro rata basis, and (B) if at the time of the receipt by the Credit Parties of amounts from the Escrow Account
      the Consolidated Total Leverage Ratio (determined as of the end of the fiscal quarter of the Borrower for which the Administrative Agent
      shall have received the financial statements required to be delivered pursuant to Section 5.1(a) or (b) and as certified in the compliance
      certificate delivered pursuant to Section 5.2(b) in connection

                                                                        26
  therewith) is greater than 5.00 to 1.00, the. Borrower shall apply (or cause to be applied) up to 100% (and in no event less than 40%) of
  such amounts released from the Escrow Account (1) first, to prepay all Principal Increases and accrued interest with respect to the Notes
  and (2) second, to permanently prepay the Notes and the Senior Term Loan on a pro rata basis in a sufficient amount so that, after giving
  effect to such payments on a Pro Forma Basis, the Consolidated Total Leverage Ratio would be less than or equal to 5.00 to 1.00;
  provided, however, that if the Senior Agent and/or Senior Lenders waive or otherwise do not accept a portion of the corresponding
  prepayment of the Senior Term. Loan from the Escrow Account proceeds in connection with the foregoing application of proceeds
  pursuant to this Section 2.5(b)(iii), then, at the request of the Administrative Agent, any such amounts that would otherwise be applied to
  the Senior Term Loan shall be used to prepay the Notes. Any prepayment of the Notes required by the Administrative Agent pursuant to
  this Section 2.5(b)(iii) shall not require the payment of any premium set forth in the table in Section 2.5(a).
      (iv) Notwithstanding anything to the contrary contained in Section 2.5(c)(ii) below, if (1) the Notes remain outstanding after the fifth
  anniversary of the initial issuance thereof and (2) the aggregate amount of the accrued but unpaid interest on the Notes (including any
  amounts treated as interest for federal income tax purposes, such as ―original issue discount‖) as of any Testing Date occurring after such
  fifth anniversary exceeds an amount equal to the Maximum Accrual, then all such accrued but unpaid interest on the Notes (including any
  amounts treated as interest for federal income tax purposes, such as ―original issue discount‖) as of such time in excess of an amount
  equal to the Maximum Accrual shall be paid in cash by the Borrower to the holders thereof on such Testing Date, it being the intent of the
  parties hereto that the deductibility of interest under the Notes shall not be limited or deferred by reason of Section 163(i) of the Code.
  For these purposes, the ― Maximum Accrual ‖ is an amount equal to the product of such Notes‘ issue price (as defined in Code Sections
  1273(b) and 1274(a)) and their yield to maturity, and a ― Testing Date ‖ is any Interest Payment Date and the date on which any ―accrual
  period‖ (within the meaning of Section 1272(a)(5) of the Code) closes. Any accrued interest which for any reason has not theretofore
  been paid shall be paid in full on the date on which the final principal payment on a Note is made.
(c) Interest . Subject to the provisions of the Intercreditor Agreement:
     (i) From the Closing Date through and including the twelfth Interest Payment Date (as defined below), interest on each Note shall
  accrue at the rate of 13.25% per annum and shall be paid in cash on each such Interest Payment Date by wire transfer of immediately
  available funds to an account designated by the holder of such Note; provided , however , that the Borrower may, at its option, elect, by
  written notice delivered to the Administrative Agent at least five (5) Business Days prior to any such Interest Payment Date, to pay all,
  but not less than all, of the accrued interest on the Notes otherwise due and payable on such

                                                                     27
     Interest Payment Date by increasing the outstanding principal amount of such Note on such Interest Payment Date by an amount (the ―
     Principal Increase ‖) equal to 14.25% per annum on such Interest Payment Date. Each holder of Notes may elect, in its sole discretion, to
     have any Principal Increase above paid in the form of notes substantially similar to the Notes; provided , however , that the failure to
     deliver any Note in connection with a standing request to have all such Principal Increases payable in respect of this Section 2.5(c)(i) paid
     in the form of a note (as opposed to a one-time request) shall not constitute an Event of Default hereunder until such time as the Borrower
     is notified of its failure to comply with such request and fails to comply with such request within a reasonable period of time after such
     notice is delivered.
         (ii) Subject to Section 2.5(d) below, after the twelfth Interest Payment Date, interest on each Note shall accrue at the rate of 13.25%
     per annum and shall be paid as follows: (I) the Applicable Cash Percentage (as defined below) of the interest on such Note shall be paid
     in cash on each Interest Payment Date (as defined below) by wire transfer of immediately available funds to an account designated by the
     holder of such Note, and (II) a Principal Increase equal to any portion of the interest on such Note not paid in cash pursuant to the
     preceding clause (I) on such Interest Payment Date ( provided that the foregoing shall not be construed to excuse the payment of cash
     interest on each Interest Payment Date in accordance with the provisions of the preceding clause (I)). Each holder of Notes may elect, in
     its sole discretion, to have any interest payable in respect of clause (H) above paid in the form of notes substantially similar to the Notes;
     provided , however , that the failure to deliver any Note in connection with a standing request to have all interest payable in respect of
     clause (II) above paid in the form of a note (as opposed to a one-time request) shall not constitute an Event of Default hereunder until
     such time as the Borrower is notified of its failure to comply with such request and fails to comply with such request within a reasonable
     period of time after such notice is delivered. Notwithstanding the foregoing, the Borrower may, at its option, elect to pay an amount in
     excess of the Applicable Cash Percentage of the interest on the Notes in cash on each Interest Payment Date, provided that such payment
     shall be accompanied by a written certification or other evidence reasonably satisfactory to the Administrative Agent from the Senior
     Agent stating that such additional cash payment is permitted pursuant to the Intercreditor Agreement, if such Intercreditor Agreement is
     still in effect.
        (iii) Interest on the Notes shall accrue from the Closing Date until repayment of the principal (including all Principal Increases) and
     payment of all accrued interest in full. Interest shall be computed on the basis of a 360 day year of twelve 30-day months and shall
     compound monthly.
         (iv) ― Applicable Cash Percentage ‖ shall be equal to 67.925%.
  (d) Default Rate of Interest . If any principal of or interest on the Notes is not paid when due or there exists any other Default or Event of
Default, the Notes shall bear interest thereafter at the rate of three percent (3.0%) per annum in excess of the rate specified in Section

                                                                        28
2.5(c) above until either the date on which such overdue principal or interest is paid in full or the date on which such other Default or Event of
Default is cured. Notwithstanding anything contained herein to the contrary, at the election of the Administrative Agent acting in its sole
discretion, all payments of additional interest on the Notes pursuant to this Section 2.5(d) may be paid in-kind as Principal Increases with
respect to the Notes.
   (e) Maximum Legal Rate of Interest . Nothing in this Agreement or in the Notes shall require the Borrower to pay interest at a rate in
excess of the maximum rate permitted by applicable law and the interest rate otherwise applicable to the Notes (including any default rate of
interest) shall be reduced, if necessary, to conform to such maximum rate.
    (f) Application of Payments . All cash payments received in respect of the Notes shall be applied (to the extent thereof) as follows: (i) first,
to all costs and expenses of the Purchasers and the Administrative Agent that are payable by the Borrower hereunder, (ii) second, to accrued
and unpaid interest on the Notes, (iii) third, to any prepayment premium due as a result of such payment, and (iv) fourth, to the payment of the
then outstanding principal balance of the Notes. Unless otherwise agreed among the holders of the Notes, and evidenced in writing to the
Borrower prior to the payment date, all payments applied pursuant to clauses (i), (ii), (iii) or (iv) above shall be applied among the Notes pro
rata based on the principal amount of the Notes outstanding and held by each holder thereof.
    (g) Agreements Between Note Holders and Subordination Agreements . The Borrower agrees to acknowledge and abide by the terms and
conditions of any allocation, participation, sharing or subordination agreements now or hereafter entered into between and among the holders
of the Notes, or between the holders of the Notes and any other creditor of the Borrower (of which it has prior written notice in adequate detail
to so comply or to which it is a party), and shall join in any such agreements at the request of the holders of the Notes.
   (h) No Acquisition of Notes or Senior Obligations . The Credit Parties shall not permit any of their Affiliates (including any Sponsor) to
purchase, redeem, prepay, tender for or otherwise acquire, directly or indirectly, any of the outstanding Notes or Senior Obligations. The
Borrower will promptly cancel all Notes or Senior Obligations acquired by it, any other Credit Party, or any Subsidiary or Affiliate (including
any Sponsor) pursuant to any purchase, redemption, prepayment or tender for the Notes or Senior Obligations pursuant to any provision of this
Agreement or otherwise and no Notes or Senior Obligations may be issued in substitution or exchange for any such Notes or Senior
Obligations.
    Section 2.6 Use of Proceeds .
  The Borrower will use the proceeds from the sale of the Notes solely in accordance with the statement of sources and uses provided to the
Administrative Agent pursuant to Section 3.29 hereof.

                                                                         29
                                                                  ARTICLE III
                                                 REPRESENTATIONS AND WARRANTIES
   To induce the Purchasers to enter into this Note Purchase Agreement and to consummate the transactions contemplated hereby, each of the
Credit Parties hereby represents and warrants to the Administrative Agent and to each Purchaser that:
    Section 3.1 Financial Condition; Projections .
   (a) Financial Condition . The Borrower has delivered the following financial statements to the Administrative Agent:
       (i) balance sheets and the related statements of income and of cash flows for the fiscal year ended December 25, 2005 for the
     Borrower and its Subsidiaries, audited by nationally recognized independent certified public accountants;
       (ii) company prepared unaudited quarterly balance sheets and related - statements of income and cash flows for the Borrower and its
     Subsidiaries through March 26, 2006;
        (iii) company prepared unaudited monthly balance sheets and related statements of income for the Borrower and its Subsidiaries
     through May 21, 2006; and
        (iv) (A) company prepared unaudited monthly balance sheets and related statements of income for the Borrower and its Subsidiaries
     for each month of the 12 month period ending May 21, 2006 and (B) an opening pro forma balance sheet of the Borrower and its
     Subsidiaries as of May 21, 2006, each giving effect to the transactions contemplated hereby and the other Transactions to occur on the
     Closing Date.
    The financial statements referred to in subsections (i), (ii), (iii) and (iv) above are complete and correct in all material respects and present
fairly the financial condition of the Borrower and its Subsidiaries as of such dates. All such financial statements, including the related schedules
and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed
therein), subject, in the case of interim statements, to the absence of footnotes and normal year end audit adjustments.
   (b) Projections . The projections of the annual operating budgets of the Borrower and its Subsidiaries on a Consolidated basis, balance
sheets and cash flow statements for the 2006 to 2011 fiscal years, copies of which have been delivered to the Administrative Agent, disclose all
assumptions made with respect to general economic, financial and market conditions used in formulating such projections on the pro forma
balance sheet referred to in Section 3.1(a)(iv)(B) above. To the knowledge of the Credit Parties, no facts exist that (individually or in the
aggregate) would result in any material change in any of such projections or the pro forma balance sheet. The projections are based upon
reasonable estimates and assumptions, have been

                                                                         30
prepared on the basis of the assumptions stated therein and reflect the reasonable estimates of the Borrower and its Subsidiaries of the results of
operations and other information projected therein.
    Section 3.2 No Change .
   Since December 25, 2005, there has been no development or event which, either individually or in the aggregate, has had or could
reasonably be expected to have a Material Adverse Effect. Except as disclosed in the financial statements provided to the Administrative Agent
prior to the Closing Date, from December 25, 2005 through the Closing Date, there has occurred no materially adverse change in the financial
condition or business of the Borrower and its Subsidiaries as shown on or reflected in the balance sheet of Borrower and its Subsidiaries as at
December 25, 2005, or the statement of income for the fiscal period then ended, other than changes in the ordinary course of business that have
not had any materially adverse effect either individually or in the aggregate on the business or financial condition of Borrower and its
Subsidiaries.
    Section 3.3 Corporate Existence .
   Each of the Credit Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization,
(b) has the requisite power and authority and the legal right to own and operate all its material property, to lease the material property it
operates as lessee and to conduct the business in which it is currently engaged, and (c) is duly qualified to conduct business and in good
standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such
qualification, except where the failure to be so qualified could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.
    Section 3.4 Corporate Power; Authorization; Enforceable Obligations .
   Each of the Credit Parties has full power and authority and the legal right to make, deliver and perform the Note Purchase Documents to
which it is party and has taken all necessary action to authorize the execution, delivery and performance by it of the Note Purchase Documents
to which it is party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any
other Person is required in connection with the borrowings hereunder or with the execution, delivery or performance of any Note Purchase
Document by any of the Credit Parties (other than those which have been obtained) or with the validity or enforceability of any Note Purchase
Document against any of the Credit Parties (except such filings as are necessary in connection with the perfection of the Liens created by such
Note Purchase Documents). Each Note Purchase Document to which it is a party has been duly executed and delivered on behalf of the
applicable Credit Party. Each Note Purchase Document to which it is a party constitutes a legal, valid and binding obligation of each such
Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors‘ rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or at law).

                                                                         31
    Section 3.5 Compliance with Laws; No Conflict; No Default .
    (a) The execution, delivery and performance by each Credit Party of the Note Purchase Documents to which such Credit Party is a party, in
accordance with their respective terms, the borrowings hereunder and the transactions contemplated hereby do not and will not, by the passage
of time, the giving of notice or otherwise, (i) require any Governmental Approval (other than such Governmental Approvals that have been
obtained or made and not subject to suspension, revocation or termination) or violate any Requirement of Law relating to such Credit Party,
(ii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws, articles of organization, operating
agreement or other organizational documents of such Credit Party or the Senior Debt Documents or any material indenture, agreement or other
instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such
Person, or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired
by such Person other than Liens arising under the Note Purchase Documents and the Senior Debt Documents.
    (b) Each Credit Party (i)(x) has all Governmental Approvals required by law for it to conduct its business, each of which is in full force and
effect, (y) each such Governmental Approval is final and not subject to review on appeal and (z) each such Governmental Approval is not the
subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, in each case except to the extent as
could not reasonably be expected to have a Material Adverse Effect and (ii) is in compliance with each Governmental Approval applicable to it
and in compliance with all other Requirements of Law relating to it or any of its respective properties, in each case except to the extent the
failure to comply with such Governmental Approval or Requirement of Law could not reasonably be expected to have a Material Adverse
Effect. Each Credit Party possesses or has the right to use, all leaseholds, licenses, easements and franchises and all authorizations and other
rights that are material to and necessary for the conduct of its business. Except to the extent noncompliance with the foregoing leaseholds,
easements and franchises could not reasonably be expected to have a Material Adverse Effect, all of the foregoing are in full force and effect,
and the Credit Parties are in substantial compliance with the foregoing without any known conflict with the valid rights of others. No event has
occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such Governmental
Approval, leasehold, license, easement, franchise or other right, which termination or revocation could, individually or in the aggregate,
reasonably be expected to have Material Adverse Effect.
  (c) None of the Credit Parties is in default under or with respect to any of its Material Contracts or under or with respect to any of its other
Contractual Obligations, or any judgment, order or decree to which it is a party, in any respect which could reasonably be expected to have a
Material Adverse Effect. No Default or Event of Default has occurred and is continuing.
    Section 3.6 No Material Litigation .
   No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the
Credit Parties, threatened by or against any Credit Party or any Subsidiaries of the Credit Parties or against any of its or their respective

                                                                         32
properties or revenues (a) with respect to the Note Purchase Documents or any of the transactions contemplated hereby, or (b) which could
reasonably be expected to have a Material Adverse Effect. No permanent injunction, temporary restraining order or similar decree has been
issued against Holdings, the Borrower or any of their Subsidiaries that could reasonably be expected to have a Material Adverse Effect.
    Section 3.7 Investment Company Act; Etc .
   None of the Credit Parties is (a) an ―investment company‖, or a company ―controlled‖ by an ―investment company‖, within the meaning of
the Investment Company Act of 1940, as amended, or (b) subject to any other law or regulation limiting its ability to incur Indebtedness and/or
the Credit Party Obligations.
    Section 3.8 Margin Regulations .
   No part of the proceeds of any Notes will be used directly or indirectly for any purpose which violates, or which would be inconsistent with,
the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in
effect. The Credit Parties are not engaged, principally or as one of its important activities, in the business of extending credit for the purpose of
―purchasing‖ or ―carrying‖ ―margin stock‖ within the respective meanings of each of such terms under Regulation U.
    Section 3.9 ERISA .
   Neither a Reportable Event nor an ―accumulated funding deficiency‖ (within the meaning of Section 412 of the Code or Section 302 of
ERISA) has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any
Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except to the extent that any
such occurrence or failure to comply could not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer
Plan has occurred resulting in any liability that has remained underfunded, and no Lien in favor of the PBGC or a Plan has arisen, during such
five year period which could reasonably be expected to have a Material Adverse Effect. The present value of all accrued benefits under each
Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on
which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by an amount
which, as determined in accordance with GAAP, could reasonably be expected to have a Material Adverse Effect. None of the Credit Parties,
none of the Subsidiaries of the Borrower and no Commonly Controlled Entity is currently subject to any liability for a complete or partial
withdrawal from a Multiemployer Plan that could reasonably be expected to have a Material Adverse Effect.
    Section 3.10 Environmental Matters .
    (a) Except where such violation or liability could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect, the Properties do not contain any Materials of Environmental Concern in amounts or concentrations which (i) constitute a violation of,
or (ii) could give rise to liability under, any Environmental Law.

                                                                         33
   (b) Except where such violation, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the
Properties and all operations of the Credit Parties at the Properties are in compliance, and have been in compliance, with all applicable
Environmental Laws, except for any non-compliances that are no longer outstanding or unresolved, and there has been no release of Materials
of Environmental Concern by the Credit Parties or, to the knowledge of the Credit Parties, any other Person at, under or about the Properties or
violation by the Credit Parties of any Environmental Law with respect to the Properties or the business operated by the any of the Credit Parties
(the ― Business ‖).
   (c) None of the Credit Parties has received any written notice of violation, alleged violation, non compliance, liability or potential liability
regarding an actual or threatened release of Materials of Environmental Concern or compliance with Environmental Laws with regard to any of
the Properties or the Business which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, nor
does any of the Credit Parties have knowledge of any such threatened notice.
   (d) Except where such violation or liability, individually or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a
location which could give rise to liability under any Environmental Law, nor have any Materials of Environmental Concern been generated,
treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any
applicable Environmental Law.
   (e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of any Credit Party, threatened, under
any Environmental Law to which any of the Credit Parties is, or to the knowledge of the Credit Parties will be, named as a party with respect to
the Properties or the Business, nor are the Credit Parties liable for the fulfillment of any outstanding requirements of any consent decrees or
other decrees, consent orders, administrative orders or other orders, under any Environmental Law with respect to the Properties or the
Business which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
    (f) Except where such violation or liability, individually or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related
to the operations of any of the Credit Parties in connection with the Properties or otherwise in connection with the Business, in violation of or
in amounts or in a manner that could give rise to liability under Environmental Laws.
    Section 3.11 Subsidiaries; Capitalization .
   (a) Set forth on Schedule 3.11(a) is a complete and accurate list of all Subsidiaries of the Credit Parties as of the Closing Date. Information
on such Schedule includes the number of shares of each class of Capital Stock or other equity interests outstanding; the number and percentage
of outstanding shares of each class of stock owned by the Credit Parties or any of their Subsidiaries as of the Closing Date; the number and
effect, if exercised, of all outstanding

                                                                        34
options, warrants, rights of conversion or purchase and similar rights. The outstanding Capital Stock and other equity interests of all such
Subsidiaries is validly issued, fully paid and non assessable and is owned, free and clear of all Liens (other than those arising under or
contemplated in connection with the Senior Debt Documents and the Note Purchase Documents).
   (b) On the Closing Date, immediately after giving effect to the Transactions, (i) the Capital Stock of Borrower will consist of 3,000,000
shares of Common Stock, all of which will have been duly authorized and 1,050,000 of which will be issued and outstanding and owned of
record and beneficially as set forth on Schedule 3.11(b), 100,000 shares of Preferred Stock, all of which will have been duly authorized and
59,500 of which will be issued and outstanding and owned of record and beneficially as set forth on Schedule 3.11(b), (ii) such issued and
outstanding shares will be validly issued by Borrower and fully paid, non-assessable and free of preemptive rights (except as provided in the
Stockholders Agreements), and (iii) except as set forth on Schedule 3.11(b), there will be no options, warrants or other rights to acquire Capital
Stock from the Borrower, or agreements or other rights binding upon the Borrower to issue or sell Capital Stock of the Borrower, whether on
conversion or exchange of convertible securities or otherwise.
    Section 3.12 Ownership of Property and Assets .
    Each of the Credit Parties is the owner of, and has good and marketable title to, all of its respective assets, which, together with assets leased
or licensed by the Credit Parties, represents all assets individually or in the aggregate material to the conduct of the businesses of the Credit
Parties, taken as a whole on the date hereof, and none of such assets is subject to any Lien other than Permitted Liens. Each Credit Party enjoys
peaceful and undisturbed possession under all of its leases and all such leases are valid and subsisting and in full force and effect except where
any such failure could not reasonably be expected to have a Material Adverse Effect. The Credit Parties have delivered to the Administrative
Agent complete and accurate copies of all material leases in effect as of the Closing Date.
    Section 3.13 Taxes .
   Each of the Credit Parties has filed, or caused to be filed, all federal, state and other material tax returns required to be filed and paid (a) all
federal, state and other material amounts of taxes shown thereon to be due (including interest and penalties) and (b) all other taxes, fees,
assessments and other governmental charges (including mortgage recording taxes, documentary stamp taxes and intangibles taxes) known by
such Credit Party to be owing by it, except for such taxes (i) which are not yet delinquent or (ii) that are being contested in good faith and by
proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP. None of the Credit Parties is aware
as of the Closing Date of any proposed tax assessments against it or any of its Subsidiaries which could, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

                                                                           35
    Section 3.14 Intellectual Property Rights .
    Each of the Credit Parties and their Subsidiaries owns, or has the legal right to use, the Intellectual Property necessary for each of them to
conduct its business as currently conducted. Set forth on Schedule 3.14 is a list of all registered or issued Intellectual Property owned by each
of the Credit Parties and their Subsidiaries and all applications for registration or issuance of Intellectual Property filed on the name of the
Credit Parties or their Subsidiaries. Except as disclosed in Schedule 3.14 hereto, (a) one or more of the Credit Parties has the right to use the
Intellectual Property disclosed in Schedule 3.14 hereto without payment of royalties and (b) all registrations with and applications to
Governmental Authorities in respect of such Intellectual Property are in full force and effect. Except as in each case could not reasonably be
expected to have a Material Adverse Effect, none of the Credit Parties is in default (or with the giving of notice or lapse of time or both, would
be in default) under any license to use any Intellectual Property; no claim has been asserted in writing or is pending by any Person challenging
or questioning the use of any Intellectual Property in their business or the validity or effectiveness of any Intellectual Property, nor does the
Credit Parties or any of their Subsidiaries know of any claim; and, to the knowledge of the Credit Parties or any of their Subsidiaries, the use of
such Intellectual Property by the Credit Parties or any of their Subsidiaries does not infringe on the rights of any Person. Schedule 3.14 may be
updated from time to time by the Borrower to include new Intellectual Property acquired after the Closing Date by giving written notice thereof
to the Administrative Agent.
    Section 3.15 Solvency .
    After giving effect to the Transactions, the fair saleable value of the Credit Parties assets, measured on a going concern basis, exceeds all
probable liabilities, including those to be incurred pursuant to this Note Purchase Agreement. After giving effect to the Transactions, the Credit
Parties, taken as a whole (a) do not have unreasonably small capital in relation to the business in which it is or proposes to be engaged or
(b) have not incurred, and do not believe that they will incur after giving effect to the Recapitalization, the incurrence of the Senior Obligations
and the other transactions contemplated by this Note Purchase Agreement, debts beyond their ability to pay such debts as they become due. In
executing the Note Purchase Documents and consummating the Transactions, none of the Credit Parties intends to hinder, delay or defraud
either present or future creditors or other Persons to which one or more of the Credit Parties is or will become indebted.
    Section 3.16 Location of Collateral, Etc .
   Set forth on Schedule 3.16(a) is a list of the owned and leased real Properties of the Credit Parties and their Subsidiaries as of the Closing
Date with street address, county and state where located. Set forth on Schedule 3.16(b) is a list of all locations where any tangible personal
property of the Credit Parties and their Subsidiaries is located as of the Closing Date, including county and state where located. Set forth on
Schedule 3.16(c) is the state of incorporation or formation, chief executive office and principal place of business and federal tax identification
number of each of the Credit Parties as of the Closing Date.

                                                                         36
    Section 3.17 No Burdensome Restrictions .
   None of the Credit Parties is a party to any agreement or instrument or subject to any other obligation or any charter or corporate restriction
or any provision of any applicable law, rule or regulation which, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.
    Section 3.18 Labor Matters .
   There are no collective bargaining agreements or Multiemployer Plans covering the employees of the Credit Parties as of the Closing Date,
other than as set forth in Schedule 3.18 hereto, and as of the Closing Date none of the Credit Parties has suffered any strikes, walkouts, work
stoppages or other material labor difficulty within the last five years, other than as set forth in Schedule 3.18 hereto. There are no strikes,
walkouts, work stoppages or other material labor difficulty pending or threatened against the Borrower or any Subsidiary except such as could
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
    Section 3.19 Accuracy and Completeness of Information .
    All factual information heretofore, contemporaneously or hereafter furnished by or on behalf of the Credit Parties in writing to the
Administrative Agent or any Purchaser for purposes of or in connection with this Note Purchase Agreement or any other Note Purchase
Document, or any transaction contemplated hereby or thereby, is or will be true and accurate in all material respects and not incomplete by
omitting to state any material fact necessary to make such information not misleading. There is no fact now known to any of the Credit Parties
which has, or could reasonably be expected to have, a Material Adverse Effect which fact has not been set forth herein, in the financial
statements of the Credit Parties furnished to the Administrative Agent and/or the Purchasers, or in any certificate, opinion or other written
statement made or furnished by or on behalf of the Credit Parties to the Administrative Agent and/or the Purchasers.
    Section 3.20 Material Contracts .
     Schedule 3.20 sets forth a complete and accurate list of all Material Contracts of the Credit Parties and their Subsidiaries in effect as of the
Closing Date. Other than as set forth in Schedule 3.20 , each such Material Contract is, and after giving effect to the Transactions will be, in
full force and effect in accordance with the terms thereof. The Credit Parties and their Subsidiaries have delivered to the Administrative Agent
a true and complete copy of each Material Contract. Schedule 3.20 may be updated from time to time by the Borrower to include new Material
Contracts by giving written notice thereof to the Administrative Agent.
    Section 3.21 Insurance .
   The insurance coverage of the Credit Parties and their Subsidiaries as of the Closing Date is outlined as to carrier, policy number, expiration
date, type and amount on Schedule 3.21 and such insurance coverage complies with the requirements set forth in Section 5.5(b).

                                                                          37
    Section 3.22 Security Documents .
    The Security Documents create valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security
interests and Liens are currently (or will be, upon the execution of control agreements with respect to deposit and securities accounts and the
filing or recording of appropriate financing statements, Mortgage Instruments and notices of grants of security interests in Intellectual Property,
in each case in favor of the Administrative Agent on behalf of the Secured Parties) perfected security interests and Liens, prior to all other
Liens other than Permitted Liens.
    Section 3.23 Regulation H .
   Except as previously disclosed to the Administrative Agent, no Mortgaged Property is a Flood Hazard Property.
    Section 3.24 Classification of Senior Indebtedness .
   The Credit Party Obligations constitute ―Senior Indebtedness‖ under and as defined in any agreement governing any Subordinated Debt and
the subordination provisions set forth in each such agreement are legally valid and enforceable against the parties thereto.
    Section 3.25 Foreign Assets Control Regulations, Etc .
    Neither any Credit Party nor any of its Subsidiaries is an ―enemy‖ or an ―ally of the enemy‖ within the meaning of Section 2 of the Trading
with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1 et seq.), as amended. Neither any Credit Party nor any or its
Subsidiaries is in violation of (a) the Trading with the Enemy Act, as amended, (b) any of the foreign assets control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or
(c) the Patriot Act (as defined in Section 9.18). None of the Credit Parties (i) is a blocked person described in section 1 of the Anti Terrorism
Order or (ii) to the best of its knowledge, engages in any dealings or transactions, or is otherwise associated, with any such blocked person.
    Section 3.26 Compliance with OFAC Rules and Regulations .
   None of Holdings, the Borrower, any Subsidiary of the Borrower or any Affiliate of the Borrower or any Guarantor (i) is a Sanctioned
Person, (ii) has any assets in Sanctioned Countries, (iii) derives any of its operating income from investments in, or transactions, with
Sanctioned Countries, (iv) derives more than 15% of its operating income from investments in, or transactions with Sanctioned Persons, or
(v) to the knowledge of the Credit Parties, derives any of its operating income from investments in, or transactions with Sanctioned Persons. No
part of the proceeds of any extension of credit hereunder will be used directly or indirectly to fund any operations in, finance any investments
or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country.

                                                                        38
    Section 3.27 Consummation of Recapitalization; Representations and Warranties from Other Documents .
   The Recapitalization and related transactions and the incurrence of the Senior Obligations have been consummated substantially in
accordance with the terms of the Recapitalization Documents and the Senior Debt Documents. As of the Closing Date, the Recapitalization
Documents have not been altered, amended or otherwise modified or supplemented or any condition thereof waived in a manner adverse to the
Purchasers without the prior written consent of the Administrative Agent. As of the date hereof, to the knowledge of the Credit Parties, each of
the representations and warranties made in the Recapitalization Documents by each of the parties thereto is true and correct in all material
respects except for representations and warranties that relate to a particular date and, with regard to such representations and warranties, the
same were true and correct as of such date. On the Closing Date, each of the representations and warranties made in the Senior Debt
Documents by the Credit Parties is true and correct in all material respects except for representations and warranties that relate to a particular
date and, with regard to such representations and warranties, the same were true and correct as of such date.
    Section 3.28 Certain Transactions .
    Except for transactions set forth on Schedule 3.28 hereto, none of the Affiliates, officers, directors, or employees of the Credit Parties or any
of their Subsidiaries is presently a party to any transaction with any Credit Party or any of their Subsidiaries (other than for services as
employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by,
providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee
or, to the knowledge of the Credit Parties, any corporation, partnership, trust or other entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee or partner.
    Section 3.29 Use of Proceeds .
   On the Closing Date, the proceeds of the Notes shall be used, together with the proceeds from the incurrence of the Senior Obligations (i) to
finance in part the Recapitalization, (ii) to pay certain costs, fees and expenses in connection with the Transactions, (iii) to refinance certain
existing Indebtedness of the Borrower, (iv) to pay any fees and expenses associated with this Note Purchase Agreement on the Closing Date
and (v) for working capital and other general corporate purposes (including, without limitation, Capital Expenditures permitted hereunder), in
each case not in contravention of any Law or Note Purchase Document.
    Section 3.30 Small Business Concern .
   The Credit Parties together with their ―affiliates‖ (as that term is defined in Section 121.103 of Title 13 of the Code of Federal Regulations)
are a ―small business concern‖ within the meaning of the Small Business Investment Act of 1958, as amended (― SBIA ‖), and the regulations
thereunder (the ― SBIC Regulations ‖), including Title 13, C.F.R. Section 121.301(c). The information pertaining to the Credit Parties set forth
in Small Business Administration Form

                                                                          39
1031 delivered to each Purchaser that is a Small Business Investment Company (― SBIC ‖) licensed by the United States Small Business
Administration (each an ― SBIC Lender ‖) is accurate and complete. The Credit Parties do not presently engage in, or shall hereafter engage in,
any activities, nor shall the Credit Parties use the proceeds of the sale of the Notes directly or indirectly for any purpose for which an SBIC is
prohibited from providing funds by the regulations under the SBIC Regulations (including, without limitation, 13 C.F.R. Section 107.720). To
the knowledge of the Credit Parties, each SBIC that owns any securities issued by the Borrower, together with a description of the kinds and
amounts of securities held, are listed on Schedule 3.30 hereto.


                                                                 ARTICLE IV
                                                         CONDITIONS PRECEDENT
    Section 4.1 Conditions to Closing Date .
   This Credit Agreement shall become effective upon, and the obligation of each Purchaser to purchase the Notes on the Closing Date is
subject to, the satisfaction of the following conditions precedent:
    (a) Execution of Note Purchase Agreement and Note Purchase Documents . The Administrative Agent shall have received (i) counterparts
of this Note Purchase Agreement, executed by a duly authorized officer of each party hereto, (ii) for the account of each Purchaser requesting a
promissory note, a Note, (iii) counterparts of the Security Agreement and the Pledge Agreement, in each case conforming to the requirements
of this Note Purchase Agreement and executed by duly authorized officers of the Credit Parties or other Person, as applicable, (iv) counterparts
of the Intercreditor Agreement, executed by a duly authorized officer of each party thereto and (v) counterparts of any other Note Purchase
Document, executed by the duly authorized officers of the parties thereto.
   (b) Authority Documents . The Administrative Agent shall have received the following:
         (i) Articles of Incorporation; Partnership Agreement . Copies of the articles of incorporation, partnership agreement or other charter
     documents of each Credit Party certified to be true and complete as of a recent date by the appropriate governmental authority of the state
     of its incorporation or formation.
        (ii) Resolutions . Copies of resolutions of the board of directors or other comparable managing body of each Credit Party approving
     and adopting the Note Purchase Documents, the transactions contemplated therein and authorizing execution and delivery thereof,
     certified by an officer or managing member of such Credit Party as of the Closing Date to be true and correct and in force and effect as of
     such date.
        (iii) Bylaws . A copy of the bylaws or other operating agreement of each Credit Party certified by an officer or managing member of
     such Credit Party

                                                                        40
     as of the Closing Date to be true and correct and in force and effect as of such date.
        (iv) Good Standing . Copies of (i) certificates of good standing, existence or its equivalent with respect to the each Credit Party
     certified as of a recent date by the appropriate governmental authorities of the state of incorporation or formation, as the case may be, and
     each other state in which the failure of such Credit Party to be qualified to do business could reasonably be expected to have a Material
     Adverse Effect and (ii) to the extent readily available, a certificate indicating payment of all corporate and other franchise taxes certified
     as of a recent date by the appropriate governmental taxing authorities.
         (v) Incumbency . An incumbency certificate of each Credit Party certified by a secretary or assistant secretary to be true and correct as
     of the Closing Date.
   Each officer‘s certificate delivered pursuant to this Section 4.1(b) shall be substantially in the form of Schedule 4.1(b) hereto.
  (c) Legal Opinion of Counsel . The Administrative Agent shall have received, in each case, dated the Closing Date and addressed to the
Administrative Agent and the Purchasers and in form and substance acceptable to the Administrative Agent:
        (i) a legal opinion of Dechert LLP, counsel for the Credit Parties; and
       (ii) a legal opinion of special local counsel for the Borrower and each other Credit Party incorporated or organized in the State of
     Ohio.
  (d) Personal Property Collateral . The Administrative Agent shall have received, in form and substance satisfactory to the Administrative
Agent:
         (i) searches of UCC filings in the jurisdiction of the chief executive office and jurisdiction of formation of each Credit Party and each
     jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent‘s
     security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other
     than Permitted Liens and Liens that are to be terminated on the Closing Date;
        (ii) UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent‘s sole discretion, to perfect
     the Administrative Agent‘s security interest in the Collateral;
        (iii) searches of ownership of Intellectual Property in the appropriate governmental offices;

                                                                         41
        (iv) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent‘s
     security interest in the Intellectual Property;
        (v) all stock certificates, if any, evidencing the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreement,
     together with duly executed in blank undated stock powers attached thereto, shall be delivered to the Control Agent, who shall hold such
     items for the benefit of the Secured Parties pursuant to the Intercreditor Agreement;
        (vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be
     necessary or appropriate to perfect the Administrative Agent‘s security interest in the Collateral, shall be delivered to the Control Agent,
     who shall hold such items for the benefit of the Secured Parties pursuant to the Intercreditor Agreement; and
         (vii) duly executed consents as are necessary, in the Administrative Agent‘s sole discretion, to perfect the Purchasers‘ security interest
     in the Collateral.
   (e) [Intentionally Omitted.]
   (f) Liability and Casualty Insurance . The Administrative Agent shall have received copies of insurance policies or certificates of insurance
evidencing liability and casualty insurance (including, but not limited to, business interruption insurance) meeting the requirements set forth
herein or in the Security Documents. The Control Agent (for the benefit of the Secured Parties) shall be named as lender‘s loss payee on all
casualty insurance policies providing coverage in respect of any Collateral and as additional insured on all liability insurance policies, in each
case for the benefit of the Purchasers.
   (g) Reliance . The Administrative Agent shall have received a copy of each opinion, report, agreement, and other document required to be
delivered pursuant to the Recapitalization Documents in connection with the Recapitalization and related transactions.
   (h) Litigation . There shall not exist any pending litigation or investigation affecting or relating to (i) any Credit Party or any of its
Subsidiaries that in the reasonable judgment of the Administrative Agent and Purchasers could materially adversely affect the any Credit Party
or any of its Subsidiaries, this Agreement or the other Note Purchase Documents, that has not been settled, dismissed, vacated, discharged or
terminated prior to the Closing Date or (ii) this Agreement, the other Note Purchase Documents, the Senior Debt or the Recapitalization that
has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Date.
   (i) Solvency Certificate . The Administrative Agent shall have received an officer‘s certificate prepared by the chief financial officer of the
Borrower as to the financial condition, solvency and related matters of the Credit Parties and their Subsidiaries, after giving effect to the
Recapitalization, the issuance of the Notes and the initial borrowings under the Senior Debt Documents, in substantially the form of
Schedule 4.1(i) hereto.

                                                                        42
   (j) Organizational Structure . The corporate and capital and ownership structure of the Borrower and its Subsidiaries (after giving effect to
the Transactions) shall be as described in Schedule 3.11(a) and/or Schedule 3.11(b) . The Administrative Agent shall be reasonably satisfied
with the management structure, legal structure, voting control, liquidity, total leverage and total capitalization of the Credit Parties.
   (k) Recapitalization Documents . The Administrative Agent shall have reviewed and approved in its sole discretion all of the
Recapitalization Documents (it being acknowledged the form of Purchase Agreement as executed (including all exhibits and schedules) has
been approved by the Administrative Agent) and there shall not have been any material modification, amendment, supplement or waiver to the
Recapitalization Documents without the prior written consent of the Administrative Agent, and the Recapitalization shall have been
consummated in accordance with the terms of the Recapitalization Documents (without waiver of any conditions precedent to the obligations
of any party thereto). The Administrative Agent shall have received a copy, certified by an officer of the Borrower as true and complete, of
each Recapitalization Document as originally executed and delivered, together with all exhibits and schedules thereto.
   (l) Consents . The Administrative Agent shall have received evidence that all boards of directors (including, without limitation, the board
of directors of the Borrower prior to Recapitalization), governmental, shareholder and material third party consents and approvals necessary in
connection with the Transactions have been obtained and all applicable waiting periods have expired without any action being taken by any
authority that could restrain, prevent or impose any material adverse conditions on such transactions or that could seek or threaten any of the
foregoing.
   (m) Compliance with Laws . The financings and other Transactions contemplated hereby shall be in compliance with all applicable laws
and regulations (including all applicable securities and banking laws, rules and regulations).
   (n) Bankruptcy . There shall be no bankruptcy or insolvency proceedings with respect to Credit Parties or any of their Subsidiaries.
   (o) Senior Debt . The Borrower, the Senior Agent and the Senior Lenders shall have entered into documentation with respect to the
issuance of the Senior Debt in form and substance (including, but not limited to, the composition, intercreditor and right of payment terms)
reasonably satisfactory to the Administrative Agent and the Purchasers. The Administrative Agent shall have received a copy, certified by an
officer of the Borrower as true and complete, of each Senior Debt Document as originally executed and delivered, together with all exhibits and
schedules thereto. There shall not have been any material modification, amendment, supplement or waiver to the Senior Debt Documents
without the prior written consent of the Administrative Agent and Purchasers. The Borrower shall have received gross cash proceeds from the
issuance of the Senior Debt in an amount equal to $82,500,000 and the Borrower shall have at least $17,000,000 available for borrowing under
the Revolving Loans.
   (p) Existing Indebtedness of the Credit Parties . All of the existing Indebtedness for borrowed money of Holdings and its Subsidiaries
(other than Indebtedness permitted to exist

                                                                        43
pursuant to Section 6.1) shall be repaid in full and all security interests related thereto shall be terminated on the Closing Date.
   (q) Financial Statements . The Administrative Agent and the Purchasers shall have received copies of the financial statements and
projections referred to in Section 3.1 hereof, each in form and substance reasonably satisfactory to it.
   (r) No Material Adverse Change . Since December 25, 2005, there has been no material adverse change in the business, results of
operations or financial condition of Holdings, the Borrower or the Subsidiaries of the Borrower, taken as a whole.
   (s) Financial Condition Certificate . The Administrative Agent shall have received a certificate or certificates executed by a Responsible
Officer of the Borrower as of the Closing Date stating that (i) no action, suit, investigation or proceeding is pending, ongoing or, to the
knowledge of any Credit Party, threatened in any court or before any other Governmental Authority that purports to affect any Credit Party or
any transaction contemplated by the Note Purchase Documents, which action, suit, investigation or proceeding could reasonably be expected to
have a Material Adverse Effect and (ii) immediately after giving effect to this Note Purchase Agreement, the other Note Purchase Documents,
and all the Transactions contemplated to occur on such date, (A) no Default or Event of Default exists, (B) all representations and warranties
contained herein and in the other Note Purchase Documents are true and correct in all respects, and (C) the Credit Parties are in pro forma
compliance with each of the initial financial covenants set forth in Section 5.9 (as evidenced through detailed calculations of such financial
covenants on a schedule to such certificate) as of the last day of the month immediately preceding the Closing Date.
   (t) Equity Contribution . The Administrative Agent shall have received evidence that the Borrower shall have received from the Sponsors
and the Management Investors an equity contribution in cash (and the value of the Equity Retention) of at least $69,000,000 (at least 75% of
which shall be provided by the Sponsors), and such equity contribution shall constitute not less than 30% of the total capitalization of the
Borrower, in each case on terms and conditions acceptable to the Administrative Agent.
   (u) Adjusted Leverage Ratios . The Administrative Agent shall have received evidence that the ratio of (A) Consolidated Funded Debt of
the Borrower and its Subsidiaries as of the Closing Date to (B) Adjusted Run Rate EBITDA of the Borrower and its Subsidiaries for the
12 month period ended April 30, 2006, does not exceed 5.00 to 1.00. ― Adjusted Run-Rate EBITDA ‖ shall mean the EBITDA of the Borrower
and its Subsidiaries for the applicable period on a Consolidated basis, calculated on the manner set forth on Schedule 4.1(u) .
   (v) Usage of Revolving Commitments . After giving effect to the Transactions, including the issuance of the Notes hereunder on the
Closing Date, (i) the aggregate principal amount of outstanding Revolving Loans, plus outstanding Swingline Loans plus outstanding LOC
Obligations shall not exceed $5,900,000, and (ii) the aggregate principal amount of outstanding Revolving Loans and Swingline Loans shall
not exceed $1,000,000.

                                                                          44
   (w) Patriot Act Certificate . The Administrative Agent shall have received a certificate satisfactory thereto, for benefit of itself and the
Purchasers, provided by the Borrower that sets forth information required by the Patriot Act (as defined in Section 9.18) including, without
limitation, the identity of the Borrower, the name and address of the Borrower and other information that will allow the Administrative Agent
or any Lender, as applicable, to identify the Borrower in accordance with the Patriot Act.
   (x) Fees . The Administrative Agent and the Purchasers shall have received all fees, if any, owing pursuant to Section 2.6.
   (y) Certain Existing Indebtedness . The Administrative Agent shall have received true, correct and complete copies, as certified by an
officer of the Borrower, of all material agreements, notes, instruments and other documents with respect to the (a) Existing Mortgage Debt and
(b) the SBA Loans.
  (z) Additional Matters . All other documents and legal matters in connection with the transactions contemplated by this Note Purchase
Agreement shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel.


                                                                  ARTICLE V
                                                        AFFIRMATIVE COVENANTS
   The Credit Parties hereby covenant and agree that on the Closing Date, and thereafter for so long as this Note Purchase Agreement is in
effect and until the Credit Party Obligations have been paid in full, the Credit Parties shall, and shall cause each of their Subsidiaries to:
    Section 5.1 Financial Statements .
   Furnish to the Administrative Agent and each of the Purchasers:
    (a) Annual Financial Statements . As soon as available, but in any event within one hundred twenty (120) days after the end of each fiscal
year of the Borrower, (i) a copy of the Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such fiscal
year and the related Consolidated statements of income and retained earnings and of cash flows of the Borrower and its Consolidated
Subsidiaries for such year, audited by a firm of independent certified public accountants reasonably acceptable to the Administrative Agent,
setting forth in each case in comparative form the figures for the preceding fiscal year and the projections for such fiscal year and all such
consolidated statements to be in reasonable detail, prepared in accordance with GAAP, together with management discussion and analysis
relating to important operational and financial developments during such fiscal period, reported on without a ―going concern‖ or like
qualification or exception, or qualification indicating that the scope of the audit was inadequate to permit such independent certified public
accountants to certify such financial statements without such qualification and (ii) a list of any new Restaurants acquired or opened (or any
Restaurants closed or sold) within the last fiscal quarter of such fiscal year and, if applicable, an amended Schedule 3.16(a) reflecting the
addition of any new owned or leased Properties (or the deletion of any owned or leased Properties) as applicable, which

                                                                        45
amended Schedule 3.16(a) shall, upon consummation of the applicable acquisition or opening, or closing or sale, be substituted as a
replacement Schedule 3.16(a) ;
   (b) Quarterly Financial Statements . As soon as available and in any event within forty five (45) days after the end of each of the fiscal
quarters of the Borrower, (i) a company prepared Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of
such period and related company prepared Consolidated statements of income and retained earnings and of cash flows for the Borrower and its
Consolidated Subsidiaries for such quarterly period and for the portion of the fiscal year ending with such period, in each case setting forth in
comparative form the figures for the corresponding period or periods of the preceding fiscal year (subject to normal recurring year end audit
adjustments) and the projections for such quarterly period and for the portion of the fiscal year ending with such period, all in reasonable detail
and prepared in accordance with GAAP, together with management discussion and analysis relating to important operational and financial
developments during such fiscal period and (ii) a list of any new Restaurants acquired or opened (or any Restaurants closed or sold) within
such fiscal quarter and, if applicable, an amended Schedule 3.16(a) reflecting the addition of any new owned or leased Properties (or the
deletion of any owned or leased Properties) as applicable, which amended Schedule 3.16(a) shall, upon consummation of the applicable
acquisition or opening, or closing or sale, be substituted as a replacement Schedule 3.16(a) ;
   (c) Monthly Financial Statements . As soon as available, but in any event within thirty (30) days after the end of each fiscal month of the
Borrower, (i) a company prepared consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such period
and related company prepared statements of income and retained earnings and of cash flows for the Borrower and its Consolidated Subsidiaries
for such monthly period and for the portion of the fiscal year ending with such period, in each case setting forth in comparative form
consolidated figures for the corresponding period or periods of the preceding fiscal year (subject to normal recurring quarterly adjustments and
year end audit adjustments and the absence of footnotes) and the projections for such fiscal month all in reasonable detail and prepared in
accordance with GAAP, together with management discussion and analysis relating to important operational and financial developments during
such fiscal period and a certification by the principal financial or accounting officer of Borrower that the information contained in such
financial statements fairly presents the financial condition of Borrower and its Consolidated Subsidiaries on the date thereof (subject to
year-end adjustments) and (ii) monthly profit and loss statements for each Restaurant in electronic format or in such other manner as the
Administrative Agent shall reasonably request; and
    (d) Annual Financial Plans . As soon as practicable and in any event within thirty (30) days after the end of each fiscal year, a Consolidated
budget and cash flow projections prepared on a monthly basis of the Borrower and its Consolidated Subsidiaries for the following fiscal year,
in form and detail reasonably acceptable to the Administrative Agent and the Required Purchasers, such budget to be prepared by the Borrower
in a manner consistent with GAAP and to include an operating and capital budget, a summary of the material assumptions made in the
preparation of such budget. Such budget shall be accompanied by a certificate of the managing partner or chief financial officer of the
Borrower to the effect that the budgets and other financial data are based on reasonable estimates and assumptions, all of which are fair in

                                                                         46
light of the conditions which existed at the time the budget was made, have been prepared on the basis of the assumptions stated therein, and
reflect, as of the time so furnished, the reasonable estimate of the Borrower and its Consolidated Subsidiaries of the budgeted results of the
operations and other information budgeted therein;
all such financial statements to fairly present in all material respects the financial condition and results from operations of the entities and for
the periods specified and to be prepared in reasonable detail and in accordance with GAAP (subject, in the case of interim statements, to
normal recurring year end audit adjustments and the absence of footnotes) applied consistently throughout the periods reflected therein and
further accompanied by a description of, and an estimation of the effect on the financial statements on account of, a change in the application of
accounting principles as provided in Section 1.3.
    Section 5.2 Certificates; Other Information .
   Furnish to the Administrative Agent and each of the Purchasers:
   (a) concurrently with the delivery of the financial statements referred to in Section 5.1(a) above, a certificate of the independent certified
public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained
of any Default or Event of Default under this Note Purchase Agreement, except as specified in such certificate;
    (b) concurrently with the delivery of the financial statements referred to in Sections 5.1(a) and 5.1(b) above (commencing with the delivery
of the financial statements for the fiscal year ending December 31, 2006), a certificate of a Responsible Officer substantially in the form of
Schedule 5.2(b) (i) stating that (A) such financial statements present fairly the financial position of the Borrower and its Consolidated
Subsidiaries for the periods indicated in conformity with GAAP applied on a consistent basis (subject, in the case of interim financial
statements, to normal year end audit adjustments and the absence of footnotes), (B) each of the Credit Parties during such period observed or
performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition, contained in
this Note Purchase Agreement to be observed, performed or satisfied by it, and (C) such Responsible Officer has obtained no knowledge of any
Default or Event of Default except as specified in such certificate and (ii) providing calculations in reasonable detail required to indicate
compliance with Section 5.9 as of the last day of such period;
   (c) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to
the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower
may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934,
or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;
    (d) within one hundred twenty (120) days after the end of each fiscal year of the Borrower, a certificate containing information regarding
(i) the calculation of Excess Cash Flow

                                                                         47
(as defined in the Senior Credit Agreement) (beginning with the fiscal year ending December 31, 2007) and (ii) the amount of all Asset
Dispositions, Debt Issuances, and Equity Issuances (as such terms are defined in the Senior Credit Agreement) that were made during the prior
fiscal year and amounts received in connection with any Recovery Event during the prior fiscal year;
   (e) promptly upon receipt thereof, a copy or summary of any other report, or ―management letter‖ submitted or presented by independent
accountants to Holdings, the Borrower or any of their respective Subsidiaries in connection with any annual, interim or special audit of the
books of such Person;
  (f) promptly upon receipt thereof, copies of all notices delivered to the Borrower or any other Credit Party or sent by or on behalf of the
Borrower or any other Credit Party with respect to the Senior Obligations;
   (g) promptly upon their becoming available, copies of (i) all press releases and other statements made available generally by the Credit
Parties to the public concerning material developments in the business of the Credit Parties and their Subsidiaries and (ii) any non routine
correspondence or official notices received by the Credit Parties or any of their Subsidiaries from any federal, state or local governmental
authority which regulates the operations of the Credit Parties and their Subsidiaries;
   (h) promptly, upon the request of the Administrative Agent, the current version of the registry of holders of the Senior Obligations; and
   (i) promptly, such additional financial and other information as the Administrative Agent, on behalf of any Purchaser, may from time to
time reasonably request.
    Section 5.3 Payment of Taxes and Other Obligations .
    Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, in accordance with industry
practice (subject, where applicable, to specified grace periods) all its taxes (Federal, state, local and any other taxes) and other obligations and
liabilities of whatever nature and any additional costs that are imposed as a result of any failure to so pay, discharge or otherwise satisfy such
taxes, obligations and liabilities, except when the amount or validity of any such taxes, obligations and liabilities is currently being contested in
good faith by appropriate proceedings and reserves, if applicable, in conformity with GAAP with respect thereto have been provided on the
books of the Credit Parties.
    Section 5.4 Conduct of Business and Maintenance of Existence .
   Continue to engage in business of the same general type as now conducted by it on the Closing Date (and other businesses ancillary or
related thereto) and preserve, renew and keep in full force and effect its existence and good standing take all reasonable action to maintain all
rights, privileges and franchises necessary or desirable in the normal conduct of its business and to maintain its goodwill; comply with all
Contractual Obligations and Requirements of Law applicable to it except to the extent that failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

                                                                          48
    Section 5.5 Maintenance of Property; Insurance .
   (a) Keep all material property useful and necessary in its business in good working order and condition (ordinary wear and tear and
obsolescence excepted).
    (b) Maintain with financially sound and reputable insurance companies insurance on all its property (including without limitation its
tangible Collateral) in at least such amounts and against at least such risks as are usually insured against in the same geographical area by
companies engaged in the same or a similar business (including, without limitation, business interruption insurance); and furnish to the
Administrative Agent, upon written request, full information as to the insurance carried. The Control Agent (for the benefit of the Secured
Parties) shall be named as loss payee or mortgagee, as its interest may appear, with respect to any such casualty insurance providing coverage
in respect of any Collateral, and each of the Senior Agent and Control Agent (for the benefit of the Secured Parties) shall be named as an
additional insured with respect to any liability insurance, and each provider of any such insurance shall agree, by endorsement upon the policy
or policies issued by it or by independent instruments furnished to the Administrative Agent and Control Agent, that it will give the
Administrative Agent or Control Agent, as applicable, thirty (30) days prior written notice before any such policy or policies shall be altered or
canceled, and that no act or default of any Credit Party or any other Person shall affect the rights of the Administrative Agent, Control Agent or
the Purchasers under such policy or policies.
   (c) In case of any material loss, damage to or destruction of the Collateral of any Credit Party or any part thereof, such Credit Party shall
promptly give written notice thereof to the Administrative Agent generally describing the nature and extent of such damage or destruction. In
case of any loss, damage to or destruction of the Collateral of any Credit Party or any part thereof, such Credit Party, whether or not the
insurance proceeds, if any, received on account of such damage or destruction shall be sufficient for that purpose, at such Credit Party‘s cost
and expense, will promptly repair or replace the Collateral of such Credit Party so lost, damaged or destroyed unless such Credit Party shall
have reasonably determined that such repair or replacement of the affected Collateral is not economically feasible or is not deemed in the best
business interest of such Credit Party.
    Section 5.6 Inspection of Property; Books and Records; Discussions .
   Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law
shall be made of all dealings and transactions in relation to its businesses and activities; and permit, during regular business hours and upon
reasonable notice by the Administrative Agent, the Administrative Agent and any of its representatives (including, without limitation, counsel,
accountants, environmental consultants or engineers and other professional advisers) to visit and inspect any of its properties and examine and
make abstracts from any of its books and records at any reasonable time (at the Borrower‘s sole cost and expense only for the initial visit and
inspection each calendar year, except as otherwise provided below) and upon reasonable notice and as often as may reasonably be desired, and
to discuss the business, operations, properties and financial and other condition of the Credit Parties with officers and employees of the Credit
Parties and with their independent certified public accountants; provided, however, that when an Event of Default exists the

                                                                        49
Administrative Agent or any Purchaser (or any of their respective representatives or independent contractors) may do any of the foregoing at
the sole cost and expense of the Borrower at any time during normal business hours, with reasonable advance notice.
    Section 5.7 Notices .
   (a) Immediately after any Credit Party obtains actual knowledge thereof, provide written notice to the Administrative Agent (which shall
transmit such notice to each Purchaser as soon as practicable) of the occurrence of any Default or Event of Default.
   (b) Promptly (but in no event later than five (5) Business Days after any Credit Party obtains actual knowledge thereof) provide written
notice of the following to the Administrative Agent (which shall transmit such notice to each Purchaser as soon as practicable):
        (i) the occurrence of any default or event of default under any Contractual Obligation of any of the Credit Parties which could
     reasonably be expected to have a Material Adverse Effect or involve a monetary claim in excess of $1,000,000;
        (ii) any litigation, or any investigation or proceeding (A) affecting any of the Credit Parties and involving amounts in controversy in
     excess of $1,000,000 or involving injunctions or requesting injunctive relief by or against any Credit Party or any Subsidiary of the Credit
     Parties or (B) affecting or with respect to this Note Purchase Agreement, any other Note Purchase Document or any Recapitalization
     Document;
        (iii) (A) the occurrence or expected occurrence of any Reportable Event with respect to any Plan, a failure to make any required
     contribution to a Plan, the creation of any Lien in favor of the PBGC (other than a Permitted Lien) or a Plan or any withdrawal from, or
     the termination, Reorganization or Insolvency of, any Multiemployer Plan or (B) the institution of proceedings or the taking of any other
     action by the PBGC or any Credit Party or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal
     from, or the terminating, Reorganization or Insolvency of, any Plan;
        (iv) any notice of any material violation received by any Credit Party from any Governmental Authority including, without limitation,
     any notice of material violation of Environmental Laws;
        (v) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against any Credit Party which
     could reasonably be expected to have a Material Adverse Effect;
        (vi) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against or threatened against any Credit
     Party other than Permitted Liens; and

                                                                        50
         (vii) any other development or event which could reasonably be expected to have a Material Adverse Effect.
   Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence
referred to therein and stating what action the Borrower proposes to take with respect thereto. in the case of any notice of a Default or Event of
Default, the Borrower shall specify that such notice is a Default or Event of Default notice on the face thereof.
    Section 5.8 Environmental Laws .
   (a) Comply in all material respects with all applicable Environmental Laws and obtain and comply in all material respects with and maintain
any and all material licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws; provided , however ,
that the any failure(s) to comply with this Section 5.8 shall not constitute a breach of this Section 5.8 until such time as the possible liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind that may be incurred in
connection therewith exceed $1,000,000 individually or in the aggregate.
   (b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities
regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the
pendency of such proceedings, individually or in the aggregate, could not reasonably be expected to have a material and adverse effect on the
Properties or the operation thereof.
    (c) Defend, indemnify and hold harmless the Administrative Agent and the Purchasers, and their respective employees, agents, officers and
directors, from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind
or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability
(in each case, whether threatened or actual) under, any Environmental Law applicable to the operations of the Credit Parties or the Properties,
or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorney‘s and
consultant‘s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the
foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this
paragraph shall survive repayment of the Notes and all other amounts payable hereunder.
    Section 5.9 Financial Covenants .
   Comply with the following financial covenants:
  (a) Consolidated Total Leverage Ratio . As of the end of each fiscal quarter ending during the following periods, the Consolidated Total
Leverage Ratio shall be less than or equal to:

                                                                          51
                                                     Period                                                                Maximum Ratio
                                                                                                                                6.45
                                                                                                                                  to
Closing Date through March 31, 2007 (excluding the fiscal quarter ending September 30, 2006)                                    1.00
                                                                                                                                6.15
                                                                                                                                  to
April 1, 2007 through December 31, 2007                                                                                         1.00
                                                                                                                                5.45
                                                                                                                                  to
January 1, 2008 through December 31, 2008                                                                                       1.00
                                                                                                                                4.75
                                                                                                                                  to
January 1, 2009 through December 31, 2009                                                                                       1.00
                                                                                                                                4.10
                                                                                                                                  to
January 1, 2010 through December 31, 2010                                                                                       1.00
                                                                                                                                3.90
                                                                                                                                  to
January 1, 2011 and thereafter                                                                                                  1.00
  (b) Consolidated Senior Leverage Ratio . As of the end of each fiscal quarter ending during the following periods, the Consolidated Senior
Leverage Ratio shall be less than or equal to:

                                                     Period                                                                Maximum Ratio
                                                                                                                                4.80
                                                                                                                                  to
Closing Date through March 31, 2007 (excluding the fiscal quarter ending September 30, 2006)                                    1.00
                                                                                                                                4.60
                                                                                                                                  to
April 1, 2007 through December 31, 2007                                                                                         1.00
                                                                                                                                4.10
                                                                                                                                  to
January 1, 2008 through December 31, 2008                                                                                       1.00
                                                                                                                                3.60
                                                                                                                                  to
January 1, 2009 through December 31, 2009                                                                                       1.00
                                                                                                                                3.05
                                                                                                                                  to
January 1, 2010 through December 31, 2010                                                                                       1.00
                                                                                                                                2.75
                                                                                                                                  to
January 1, 2011 and thereafter                                                                                                  1.00
   (c) Consolidated Fixed Charge Coverage Ratio . As of the end of each fiscal quarter ending during the following periods, the Consolidated
Fixed Charge Coverage Ratio shall be greater than or equal to:

                                                     Period                                                                Minimum Ratio
                                                                                                                                1.00
                                                                                                                                  to
Closing Date through March 31, 2007 (excluding the fiscal quarter ending September 30, 2006)                                    1.00
                                                                                                                                1.10
                                                                                                                                  to
April 1, 2007 through September 30, 2007                                                                                        1.00
                                                                                                                                1.20
                                                                                                                                  to
October 1, 2007 through December 31, 2008                                                                                       1.00
                                                                                                                                1.30
                                                                                                                                  to
January 1, 2009 and thereafter                                                                                                  1.00
   (d) Consolidated Capital Expenditures . The sum of (a) Consolidated Capital Expenditures for any fiscal year less (b) the amount of
payments for tenant incentives actually received by the Borrower and its subsidiaries during such fiscal year, shall be less than or equal to the
amounts set forth in the table below opposite such fiscal year; provided that the maximum amount of Consolidated Capital Expenditures
permitted in each fiscal year shall be increased by one hundred (100%) of the unused Consolidated Capital Expenditures from the immediately
preceding fiscal year (calculated without reference to any amounts carried forward to such preceding year from any earlier year pursuant to this
proviso); provided further , however , that to the extent that less than seventy percent (70%) of the permitted Consolidated Capital Expenditures
for any fiscal year is utilized, the Borrower shall only be permitted to carry forward to the following fiscal year fifty percent (50%) of such
unused Consolidated Capital Expenditures from such immediately preceding fiscal year (calculated without reference to any amounts carried
forward from prior years pursuant to this proviso):

                                                                       52
Fiscal Year                                                                                                               Amount
   Fiscal Year 2006                                                                                                 $    24,200,000
   Fiscal Year 2007                                                                                                 $    22,300,000
   Fiscal Year 2008                                                                                                 $    22,300,000
   Fiscal Year 2009                                                                                                 $    22,900,000
   Fiscal Year 2010                                                                                                 $    23,500,000
Fiscal Year 2011 and thereafter                                                                                     $    23,600,000
   Notwithstanding the foregoing, the Borrower will not (and will not permit any of its Subsidiaries to) commit to open any new Restaurants
(including without limitation entering into any lease, purchase agreement, construction contract or other agreement or arrangement relating to
the lease, acquisition, build-out or refurbishment of any property in connection with the opening or anticipated opened of a new Restaurant
(other than leases which are subject to a binding written commitment)) if at such time, the Consolidated Total Leverage Ratio as at the end of
the most recently ended fiscal quarter for which the Borrower has delivered the required financial statements pursuant to Section 5.1(b) and a
compliance certificate pursuant to Section 5.2(b) exceeds the Incurrence Ratio, or if any Default or Event of Default then exists or would result
therefrom; provided , however , that if at any time, the Consolidated Total Leverage Ratio as at the end of the most recently ended fiscal quarter
for which the Borrower has delivered the required financial statements pursuant to Section 5.1(b) and a compliance certificate pursuant to
Section 5.1(b) exceeds the Incurrence Ratio, the Borrower shall use commercially reasonable efforts to minimize Consolidated Growth Capital
Expenditures.
   Notwithstanding the above, the parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance
for any applicable period with the financial covenants set forth in this Section 5.9 (including, without limitation for the purposes of the
definition of ―Pro Forma Basis‖ set forth in Section 1.1), (i) after consummation of any Permitted Acquisition, (A) income statement items and
other balance sheet items (whether positive or negative) attributable to the Target acquired in such transaction shall be included in such
calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrower and the Required
Purchasers, and (B) Indebtedness of a Target which is retired in connection with the Acquisition or any Permitted Acquisition shall be excluded
from such calculations and deemed to have been retired as of the first day of such applicable period and (ii) after any asset disposition
permitted by Section 6.4(a)(vi), (A) income statement items, cash flow statement items and other balance sheet items (whether positive or
negative) attributable to the property or assets disposed of shall be excluded in such calculations to the extent relating to such applicable period,
subject to adjustments mutually acceptable to the Borrower and the Administrative Agent (after consultation with the Purchasers) and
(B) Indebtedness that is repaid with the proceeds of such asset disposition shall be excluded from such calculations and deemed to have been
repaid as of the first day of such applicable period.
     Section 5.10 Additional Guarantors .
   The Credit Parties will cause each of their Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing, and each
other entity that guarantees the Senior Obligations to promptly (and in any event within thirty (30) days after such Domestic Subsidiary is
formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its

                                                                         53
reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. In connection therewith, the Credit Parties
shall give notice to the Administrative Agent not less than ten (10) days prior to creating a Domestic Subsidiary (or such shorter period of time
as agreed to by the Administrative Agent in its reasonable discretion), or acquiring the Capital Stock of any other Person. The Credit Party
obligations shall be secured by, among other things, a first priority (subject only to the Lien in favor of the Senior Agent securing the Senior
Debt) perfected security interest in the Collateral of such new Guarantor and a pledge of 100% of the Capital Stock of such new Guarantor and
its Domestic Subsidiaries and 65% (or such higher percentage that would not result in material adverse tax consequences for such new
Guarantor) of the voting Capital Stock and 100% of the non voting Capital Stock of its first tier Foreign Subsidiaries. In connection with the
foregoing, the Credit Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable,
substantially the same documentation required pursuant to Sections 4.1(b) (f) and 5.12 and such other documents or agreements as the
Administrative Agent may reasonably request.
    Section 5.11 Compliance with Law .
   Comply with all laws, rules, regulations and orders, and all applicable restrictions imposed by all Governmental Authorities, applicable to it
and its property, except in such instances in which (a) such law, rule, regulation, order or restriction is being contested in good faith by
appropriate proceedings diligently conducted or (b) such noncompliance with any such law, rule, regulation, order or restriction, either
individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
    Section 5.12 Pledged Assets .
   (a) Cause 100% of the Capital Stock in each of its direct or indirect Domestic Subsidiaries (other than, with respect to the Capital Stock of
the Borrower, any Permitted Management Capital Stock) and 65% of the Capital Stock in each of its Foreign Subsidiaries to be subject at all
times to a first priority (subject only to the Lien in favor of the Senior Agent securing the Senior Debt), perfected Lien in favor of the
Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative
Agent shall reasonably request.
   (b) If, subsequent to the Closing Date, a Credit Party shall acquire any real property or any securities, instruments, chattel paper or other
personal property required for perfection to be delivered to the Administrative Agent (or, as the case may be, to the Control Agent, for the
benefit of the Secured Parties pursuant to the Intercreditor Agreement) as Collateral hereunder or under any of the Security Documents,
promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify
the Administrative Agent of same.
   (c) Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as requested by the
Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof and delivery of opinions of
counsel) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party
Obligations in (i) all personal property of the Credit

                                                                        54
Parties located in the United States, (ii) to the extent deemed to be material by the Administrative Agent or the Required Purchasers in its or
their sole reasonable discretion, all other personal property of the Credit Parties, (iii) subject to Section 5.20, all owned real property of the
Credit Parties located in the United States and (iv) subject to Section 5.20, all leased real property of the Credit Parties located in the United
States. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as
set forth in the Security Documents.
    Section 5.13 Hedging Agreements .
    Within 90 days following the Closing Date, the Borrower shall obtain interest rate protection, pursuant to Hedging Agreements for a term of
at least three (3) years with a counterparty and on terms acceptable to the Administrative Agent, such that at least 50% of the Borrower‘s total
capitalization consists of Indebtedness bearing interest at a fixed rate.
    Section 5.14 Covenants Regarding Patents, Trademarks and Copyrights .
   (a) Notify the Administrative Agent promptly if it knows or has reason to know that any application, letters patent or registration relating to
any Patent, Patent License, Trademark or Trademark License of the Credit Parties or any of their Subsidiaries may become abandoned, or of
any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any
proceeding in the United States Patent and Trademark Office or any court) regarding a Credit Party‘s or any of its Subsidiary‘s ownership of
any Patent or Trademark, its right to patent or register the same, or to enforce, keep and maintain the same, or its rights under any Patent
License or Trademark License, in each case to the extent any such developments could reasonably be expected to have a Material Adverse
Effect.
    (b) Notify the Administrative Agent promptly after it knows or has reason to know of any adverse determination or development (including,
without limitation, the institution of, or any such determination or development in, any proceeding in any court) regarding any Copyright or
Copyright License of the Credit Parties or any of their Subsidiaries, whether (i) such Copyright or Copyright License may become invalid or
unenforceable prior to its expiration or termination, or (ii) such Credit Party‘s or any of its Subsidiary‘s ownership of such Copyright, its right
to register the same or to enforce, keep and maintain the same, or its rights under such Copyright License, may become affected, in each case to
the extent any such developments could reasonably be expected to have a Material Adverse Effect.
   (c) (i) Promptly notify the Administrative Agent of any filing by any Credit Party or any of its Subsidiaries, either itself or through any
agent, employee, licensee or designee (but in no event later than the 30th day following such filing), of any application for registration by a
Credit Party of any Intellectual Property with the United States Copyright Office or United States Patent and Trademark Office or any similar
office or agency in any other country or any political subdivision thereof.
           (i) Concurrently, with the delivery of quarterly and annual financial statements of the Borrower pursuant to Section 5.1 hereof, provide
     the

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     Administrative Agent and its counsel a complete and correct list of all Intellectual Property owned by the Credit Parties or any of their
     Subsidiaries that have not been set forth as annexes of such documents and instruments.
        (ii) Upon request of the Administrative Agent, execute and deliver any and all agreements, instruments, documents, and papers as the
     Administrative Agent may reasonably request to evidence the Administrative Agent‘s security interest in the Intellectual Property and the
     general intangibles referred to in clauses (i) and (ii) owned by the Credit Parties.
   (d) Take all necessary actions, including, without limitation, in any proceeding before the United States Patent and Trademark Office or the
United States Copyright Office, to maintain each material item of Intellectual Property owned by the Credit Parties and their Subsidiaries,
including, without limitation, payment of maintenance fees, filing of applications for renewal, affidavits of use, affidavits of incontestability
and opposition, interference and cancellation proceedings.
   (e) In the event that any Credit Party becomes aware that any Intellectual Property owned by a Credit Party is infringed, misappropriated or
diluted by a third party in any material respect, notify the Administrative Agent promptly after it learns thereof and, unless the Credit Parties
shall reasonably determine that such Intellectual Property is not material to the business of the Credit Parties and their Subsidiaries taken as a
whole take such actions as the Credit Parties shall reasonably deem appropriate under the circumstances to protect such Intellectual Property.
    Section 5.15 Use of Proceeds .
   Use the proceeds from the issuance of the Notes (i) to finance in part the Recapitalization, (ii) to pay certain costs, fees and expenses in
connection with the Transactions, (iii) to refinance certain existing Indebtedness of the Borrower, (iv) to pay any fees and expenses associated
with this Note Purchase Agreement on the Closing Date and (v) for working capital and other general corporate purposes (including, without
limitation, Capital Expenditures permitted hereunder), in each case not in contravention of any Law or Note Purchase Document.
    Section 5.16 Further Assurances .
   Upon the reasonable request of the Administrative Agent, promptly perform or cause to be performed any and all acts and execute or cause
to be executed any and all documents for filing under the provisions of the Uniform Commercial Code or any other Requirement of Law which
are necessary or advisable to maintain in favor of the Administrative Agent, for the benefit of the Secured Parties, Liens on the Collateral that
are duly perfected in accordance with the requirements of, or the obligations of the Credit Parties under, the Note Purchase Documents and all
applicable Requirements of Law.
    Section 5.17 Observation Rights .
   The Credit Parties shall allow one representative of the Purchasers to attend and participate in all meetings and other activities of the boards
of directors (including any

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comparable governing body) of each of the Credit Parties and their Subsidiaries and all committees thereof (the ― Board Observer ‖); provided ,
however , that upon the occurrence of a Default or Event of Default the number of any such Board Observers of the Purchasers shall be
increased to two. The Credit Parties shall (i) give the Administrative Agent notice of all such meetings, at the same time as furnished to board
members of each Credit Party and Subsidiary, as the case may be, (ii) pay the reasonable out-of-pocket costs and expenses of the Board
Observer in connection with his attendance at such meetings or other activities, and indemnify the Board Observer to the extent as their other
board members, (iii) provide to the Board Observer all notices, documents and information furnished to the board members of each such Credit
Party and Subsidiary, as the case may be, whether at or in anticipation of a meeting, an action by written consents or otherwise, at the same
time furnished to such board members, (iv) notify the Board Observer and permit the Board Observer to participate by telephone in, emergency
meetings of such boards of directors and all committees thereof, (v) provide the Board Observer copies of the minutes of all such meetings at
the time such minutes are furnished to the board of directors of each such Credit Party or Subsidiary, as the case may be, and (vi) cause
regularly-scheduled meetings of the Boards of Directors of each of the Borrower to be held.
    Section 5.18 Exercise of Rights .
   The Credit Parties will, and will cause each of their Subsidiaries to, enforce all of the Credit Parties‘ and their Subsidiaries‘ material rights,
including, without limitation, all material indemnification rights under the Recapitalization Documents, and pursue all material remedies
available to the Credit Parties and their Subsidiaries with diligence and in good faith in connection with the enforcement of any such rights, in
each case in accordance with the reasonable business judgment of their respective boards of directors after taking into account the interests of
the Purchasers and the Administrative Agent.
    Section 5.19 Amendments and Modifications to the Senior Debt Documents .
   The Credit Parties shall promptly, and in any event within one Business Day of the occurrence of the same, notify the Administrative Agent
of any amendment, supplement, modification (pursuant to a waiver or otherwise) or refinancing the terms of the Senior Obligations or the
Senior Debt Documents, which notice shall include a certified copy of such amendment, supplement, modification, waiver or refinancing. If
any amendment or modification to the Senior Debt Documents amends or modifies any covenant (including any financial covenant) or event of
default contained in the Senior Debt Documents (or any related definitions), in each case, in a manner that is more restrictive than the
applicable provisions permit as of the date hereof; or if any amendment or modification to the Senior Credit Agreement or other Senior Debt
Document adds an additional covenant or event of default therein, the Credit Parties shall permit the Purchasers to make a similar amendment
or modification to the corresponding covenant or Event of Default in this Agreement or such other Note Purchase Document or insert a
corresponding new covenant or event of default in this Agreement or such other Note Purchase Document without the need for any further
action or consent by the Borrower; provided that, in the case of any amendment or modification to any financial covenant, following such
amendment or modification, the ratio that the original ratio in

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the Senior Credit Agreement bears to the corresponding ratio in this Agreement in effect as of the date hereof remains the same.
    Section 5.20 Further Assurances Regarding Real Property .
   (a) Within (x) sixty (60) days after the Closing Date, in the case of owned real property, and (y) one hundred twenty (120), in the case of
leased real property, subject to subsection (b) below (or in each case such later date as may be agreed by the Administrative Agent), the
Administrative Agent shall have received the following, in each case in form and substance reasonably satisfactory to the Administrative
Agent:
         (i) fully executed and notarized Mortgage Instruments encumbering the owned and leased real Properties listed in Schedule 3.16(a) ;
        (ii) a title commitment obtained by the Credit Parties in respect of each of the owned and leased real Properties listed in
     Schedule 3.161a) ;
         (iii) surveys of the owned real Properties listed in Schedule 3.16(a) ;
        (iv) an opinion of counsel to the Credit Parties for each jurisdiction in which the owned and leased real Properties listed on
     Schedule 3.16(a) is located; and
        (v) with respect to the owned Real Properties listed in Schedule 3.16(a), an intercreditor agreement between the Administrative Agent
     and The Huntington National Bank.
    (b) Notwithstanding the foregoing, with respect to any leased real property, the Credit Parties shall only be required to use commercially
reasonable efforts to obtain the consents of the applicable landlords to mortgages on such leased real property and the failure of any such
landlord to give its consent thereto shall not, in and of itself; be deemed a Default or Event of Default hereunder. In the event that any such
landlord will not give its consent to a mortgage on such leased real property, then, to the extent there is located at such any such leased location
any personal property Collateral, the Borrower shall use its commercially reasonable efforts to obtain a landlord waiver, in each case, in form
and substance satisfactory to the Administrative Agent; provided that the failure of any such landlord to provide such waiver shall not, in and of
itself, be deemed a Default or Event of Default hereunder.
    Section 5.21 Payment of Certain Indebtedness .
    Within sixty (60) days of the Closing Date (or, if sooner, as required by the documents with respect thereto), the Borrower shall have repaid
the SBA Loans in full and provided to the Administrative Agent evidence in form and substance satisfactory to the Administrative Agent that
all liens, security interests and other encumbrances related thereto have been terminated.

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                                                                  ARTICLE VI
                                                          NEGATIVE COVENANTS
   The Credit Parties hereby covenant and agree that on the Closing Date, and thereafter for so long as this Note Purchase Agreement is in
effect and until the Credit Party Obligations have been paid in full, that:
    Section 6.1 Indebtedness .
   The Credit Parties will not, nor will they permit any Subsidiary to, contract, create, incur, assume or permit to exist any Indebtedness,
except:
   (a) Indebtedness arising or existing under this Note Purchase Agreement and the other Note Purchase Documents;
    (b) Indebtedness (excluding the Senior Obligations) existing as of the Closing Date as set forth on Schedule 6.1(b) and any renewals,
refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or
extension;
    (c) Indebtedness incurred after the Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the
purchase price or cost of construction of an asset; provided that (i) such Indebtedness when incurred shall not exceed the purchase price or cost
of construction of such asset; (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding
thereon at the time of such refinancing; and (iii) the total amount of all such Indebtedness (excluding any such Indebtedness consisting of a
Sale-Leaseback Transaction permitted under Section 6.12 to the extent such lease is deemed to be a Capital Lease) shall not exceed $2,500,000
at any time outstanding;
   (d) Indebtedness and obligations owing under Hedging Agreements entered into in order to manage existing or anticipated interest rate or
exchange rate risks and not for speculative purposes;
   (e) Indebtedness owed from a Credit Party to another Credit Party (other than Holdings);
   (f) the Senior Debt;
   (g) Guaranty Obligations in respect of Indebtedness of the Borrower or a Subsidiary to the extent such Indebtedness is permitted to exist or
be incurred pursuant to this Section 6.1, in each case to the extent the related Investment made by the provider of such Guaranty Obligation is
permitted under Section 6.5; and
   (h) other unsecured Indebtedness of Credit Parties which does not exceed $5,000,000 in the aggregate at any time outstanding; provided ,
however , that the Indebtedness permitted pursuant to this clause (h) shall not exceed $2,000,000 in the aggregate at any time outstanding
unless, as of the date of such incurrence, after giving effect to the incurrence of any such Indebtedness on a Pro Forma Basis as of the end of
the most recently ended fiscal quarter for

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which the Borrower has delivered the required financial statements pursuant to Section 5.1(b) and a compliance certificate pursuant to
Section 5.2(b), the Consolidated Leverage Ratio does not exceed the Incurrence Ratio.
    Section 6.2 Liens .
   The Credit Parties will not, nor will they permit any Subsidiary to, contract, create, incur, assume or permit to exist any Lien with respect to
any of their respective property or assets of any kind (whether real or personal, tangible or intangible), whether now owned or hereafter
acquired, except for Permitted Liens. Notwithstanding the foregoing, if a Credit Party shall grant a Lien on any of its assets in violation of this
Section 6.2, then it shall be deemed to have simultaneously granted an equal and ratable Lien on any such assets in favor of the Administrative
Agent for the benefit of the Purchasers.
    Section 6.3 Nature of Business .
   The Credit Parties will not, nor will they permit any of their Subsidiaries to, engage directly or indirectly (whether through Subsidiaries or
otherwise) in any type of business other than the businesses conducted by them on the Closing Date and in ancillary or related businesses.
    Section 6.4 Consolidation, Merger, Sale or Purchase of Assets, etc .
   The Credit Parties will not, nor will they permit any Subsidiary to:
   (a) dissolve, liquidate or wind up its affairs, consolidate or merge with another Person, or sell, transfer, lease or otherwise dispose of its
property or assets or agree to do so at a future time except the following, without duplication, shall be expressly permitted:
         (i) Specified Sales;
         (ii) the disposition of property or assets as a result of a Recovery Event to the extent the Net Cash Proceeds therefrom are used to
      repay Senior Debt pursuant to Section 2.7(b)(vi) of the Senior Credit Agreement as in effect on the date hereof without giving effect to
      any waiver or consent with respect thereto or repair or replace damaged property or to purchase or otherwise acquire new assets or
      property in accordance with the terms of Section 2.7(b)(vi) of the Senior Credit Agreement as in effect on the date hereof without giving
      effect to any waiver or consent with respect thereto;
          (iii) the sale, lease or transfer of property or assets from a Credit Party to another Credit Party (other than Holdings); provided that
      prior to or simultaneously with any such sale, lease or transfer, all actions reasonably required by the Administrative Agent shall be taken
      to insure the continued perfection and priority of the Administrative Agent‘s Liens on such property and assets;
        (iv) the consolidation, liquidation or merger of a Credit Party into the Borrower or a wholly owned Subsidiary of the Borrower or any
      Subsidiary into

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      the Borrower or a wholly owned Subsidiary of the Borrower; provided that (A) prior to or simultaneously with any such consolidation,
      liquidation or merger, all actions reasonably required by the Administrative Agent shall be taken to insure the continued perfection and
      priority of the Administrative Agent‘s Liens on the property and assets of each such Credit Party and (B) if such consolidation,
      liquidation or merger involves the Borrower, the Borrower shall be the surviving entity;
         (v) the termination of any Hedging Agreement permitted pursuant to Section 6.1;
         (vi) Sale Leaseback Transactions permitted pursuant to Section 6.12(ii);
         (vii) the sale, transfer or other disposition of property or assets in connection with the closing or relocation of restaurants not to exceed
      $5,000,000 in any fiscal year or $10,000,000 in the aggregate during the term of this Note Purchase Agreement; and
         (viii) other sales, leases or transfers of property or assets (excluding sale and lease back transactions) in an amount not to exceed
      $10,000,000 in the aggregate during the term of this Note Purchase Agreement;
provided , that, with respect to clauses (i), (ii) and (vi) above, at least 75% of the consideration received therefor by such Credit Party shall be
in the form of cash or Cash Equivalents; or
   (b) (i) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) the property or assets of any Person
(other than purchases or other acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business, except as
otherwise limited or prohibited herein) or (ii) enter into any transaction of merger or consolidation, except for (A) transactions permitted
pursuant to Section 6.4(a), (3) Investments permitted pursuant to Section 6.5, and (C) Permitted Acquisitions.
    Section 6.5 Advances, Investments and Loans .
   The Credit Parties will not, nor will they permit any Subsidiary to, lend money or extend credit or make advances to any Person, or purchase
or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any Person except for Permitted
Investments.
    Section 6.6 Transactions with Affiliates .
   Except for transactions expressly permitted hereunder, the Credit Parties will not, nor will they permit any Subsidiary to, enter into any
transaction or series of transactions, whether or not in the ordinary course of business, with any officer, director, shareholder or Affiliate other
than on terms and conditions substantially as favorable as would be obtainable in a comparable arm‘s length transaction with a Person other
than an officer, director, shareholder or Affiliate; provided that the Credit Parties shall provide the Administrative Agent with a written notice
of any such

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proposed permitted transaction a reasonable number of Business Days in advance of the consummation of such transaction (which written
notice shall set forth a summary of the material terms of such transaction and a copy of all documentation proposed to be executed or delivered
in connection therewith); and provided further that so long as no Default or Event of Default is continuing the foregoing restriction shall not
apply to management fees and expenses permitted by Section 6.14.
    Section 6.7 Ownership of Subsidiaries; Restrictions .
   The Credit Parties will not, nor will they permit any Subsidiary to, (a) permit any person (other than the Borrower or any a wholly owned
Subsidiary of the Borrower) to own any Capital Stock of any Subsidiary of the Borrower, (b) permit any Subsidiary of the Borrower to issue or
have outstanding any shares of preferred Capital Stock, (c) permit, create, incur or assume or suffer to exist any Lien on any Capital Stock of
any Subsidiary of the Borrower, except for Permitted Liens, (d) create, form or acquire any Foreign Subsidiaries or (e) become a general
partner in a partnership.
    Section 6.8 Fiscal Year; Organizational Documents; Material Contracts; Etc .
    No Credit Party will, nor will they permit any of its Subsidiaries to, (a) change its fiscal year, (b) amend, modify or change its articles of
incorporation, certificate of designation (or corporate charter or other similar organizational document) operating agreement or bylaws (or other
similar document) in any respect adverse to the interests of the Purchasers without the prior written consent of the Required Purchasers,
(c) change its state of incorporation, organization or formation or have more than one state of incorporation, organization or formation, or
(d) make any change in accounting polices or reporting practices, except as required by GAAP.
    Section 6.9 Limitation on Restricted Actions .
    The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or
become effective any encumbrance or restriction on the ability of any such Person to (a) declare or pay dividends or any other distributions to
any Credit Party (other than Holdings) on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits,
(b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer
any of its properties or assets to any Credit Party, or (e) act as a Guarantor or encumber its assets pursuant to the Note Purchase Documents,
except (in respect of any of the matters referred to in clauses (a) (d) above) for such encumbrances or restrictions existing under or by reason of
(i) this Note Purchase Agreement and the other Note Purchase Documents, (ii) applicable law, (iii) any document or instrument governing
Indebtedness incurred pursuant to Section 6.1(c); provided that any such restriction contained therein relates only to the asset or assets
constructed or acquired in connection therewith, (iv) the Senior Debt Documents or (v) any Permitted Lien or any document or instrument
governing any Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted
Lien.
    Section 6.10 Restricted Payments; Prepayments of Other Indebtedness .
   The Credit Parties will not, nor will they permit any Subsidiary to, directly or indirectly:

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(a) declare, order, make or set apart any sum for or pay any Restricted Payment, except:
     (i) to make dividends payable solely in the same class of Capital Stock of such Person;
     (ii) to make dividends or other distributions payable to any Credit Party (other than Holdings);
     (iii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may pay
  such amounts as are permitted under Section 6.14;
     (iv) the Borrower may make payments to Holdings to pay (A) franchise taxes, directors fees (to someone not otherwise an Affiliate of
  any Sponsor (other than a portfolio company of the Sponsors) or Credit Party) and reasonable accounting, legal and other administrative
  expenses incurred in the ordinary course of operating a holding company of Holdings when due, in an aggregate amount not to exceed
  $500,000 in any fiscal year, and (B) all federal, state and local income taxes payable by Holdings to the extent attributable to the
  operations of the Borrower and its Subsidiaries;
      (v) the Borrower may repurchase, redeem, or otherwise acquire for value any Capital Stock of the Borrower, and the Borrower may
  make distributions, loans and advances to Holdings to enable the repurchase, redemption or other acquisition or retirement for value of
  any Capital Stock of Holdings held by (A) any current or former officer, director, consultant or employee of Holdings, the Borrower or
  any of the Subsidiaries of the Borrower (or heirs or other permitted transferees thereof); provided that the aggregate amount of Restricted
  Payments made by the Borrower pursuant to this clause (v) may not exceed (A) $2,500,000 million in any fiscal year, and (B) $5,000,000
  for all such Restricted Payments made after the Closing Date; provided , further , that no Default or Event of Default then exists or would
  exist after giving effect to any Restricted Payment made pursuant to this clause (v), and the Credit Parties shall demonstrate to the
  reasonable satisfaction of the Administrative Agent that, after giving effect to such payment on a Pro Forma Basis the Credit Parties are
  in compliance with each of the financial covenants set forth in Section 5.9;
     (vi) there shall be permitted hereunder (i) the repurchase of Capital Stock by the Borrower deemed to occur upon the exercise of
  options, warrants or other convertible securities to the extent such Capital Stock represents a portion of the exercise price of those
  options, warrants or other convertible securities, and (ii) cash payments in lieu of the issuance of fractional shares in connection with the
  exercise of options, warrants or other convertible securities; and

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        (vii) the Borrower may repay the Senior Debt in accordance with the terms hereof and of the Intercreditor Agreement (as in effect on
     the Closing Date or as otherwise modified with the consent of the Borrower).
   (b) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, make (or
give any notice with respect thereto) any voluntary, optional or other non scheduled payment, prepayment, redemption, acquisition for value
(including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of
paying when due), refund, refinance or exchange of any Indebtedness of such Person (other than Indebtedness under the Note Purchase
Documents or the Senior Debt Documents) (in each case, whether or not mandatory);
   (c) make any payment in respect of any Subordinated Debt in violation of the