Exhibit 2.1

Execution Version





ASSET PURCHASE AGREEMENT

by and
among

RUTHS CHRIS STEAK HOUSE, INC.,

CAMERON MITCHELL RESTAURANTS, LLC,

M. CAMERON MITCHELL,

Intervener

and

1245 PROPERTIES, LLC,

Intervener

Dated as of November 6, 2007







---

Table of Contents



|                                                       |  |      |  |                                      |  |     
|------------------------------------------------------ |  | ---- |  | ------------------------------------ |  | ----
|                                                       |  |      |  |                                      |  | Page
|Article I  DEFINITIONS                                |  | 1   
|                                                       |  |      | 
|                                                       |  | 1.1  |  | Definitions                          |  | 1   
|                                                       |  |      | 
|                                                       |  | 1.2  |  | Interpretation                       |  | 9   
|                                                       | 
|Article II  PURCHASE AND SALE OF ACQUIRED ASSETS      |  | 9   
|                                                       |  |      | 
|                                                       |  | 2.1  |  | Purchase and Sale of Acquired Assets |  | 9   
|                                                       |  |      | 
|                                                       |  | 2.2  |  | Purchase Price                       |  | 9   
|                                                       |  |      | 
|                                                       |  | 2.3  |  | Purchase Price Adjustment            |  | 10  
|                                                       |  |      | 
|                                                       |  | 2.4  |  | Adjustment to Purchase Price         |  | 10  
|                                                       |  |      | 
|                                                       |  | 2.5  |  | Retained Liabilities                 |  | 10  
|                                                       |  |      | 
|                                                       |  | 2.6  |  | Shared Liabilities                   |  | 11  
|                                                       |  |      | 
|                                                       |  | 2.7  |  | Payment of Liabilities               |  | 11  
|                                                       |  |      | 
|                                                       |  | 2.8  |  | The Closing                          |  | 12  
|                                                       |  |      | 
|                                                       |  | 2.9  |  | Deliveries at the Closing            |  | 12  
|                                                       |  |      | 
|                                                       |  | 2.10 |  | Title                                |  | 12  
|                                                       |  |      | 
|                                                       |  | 2.11 |  | Power of Attorney                    |  | 12  
|                                                       |  |      | 
|                                                       |  | 2.12 |  | Closing Costs                        |  | 13  
|                                                       |  |      | 
|                                                       |  | 2.13 |  | Allocation                           |  | 13  
|                                                       | 
|Article III  REPRESENTATIONS AND WARRANTIES OF SELLER |  | 13  
|                                                       |  |      | 
|                                                       |  | 3.1  |  | Organization of Seller               |  | 13  
|                                                       |  |      | 
|                                                       |  | 3.2  |  | Consents                             |  | 14  
|                                                       |  |      | 
|                                                       |  | 3.3  |  | Authorization of Transaction         |  | 14  
|                                                       |  |      | 
|                                                       |  | 3.4  |  | Noncontravention                     |  | 14  
|                                                       |  |      | 
|                                                       |  | 3.5  |  | Brokers and Consulting Fees         |  | 14  



i



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|                                                         |  |      |  |                                 |  |   
|-------------------------------------------------------- |  | ---- |  | ------------------------------- |  | --
|                                                         |  | 3.6  |  | Real Property                   |  | 15
|                                                         |  |      | 
|                                                         |  | 3.7  |  | Acquired Assets                 |  | 15
|                                                         |  |      | 
|                                                         |  | 3.8  |  | Real Property Leases            |  | 15
|                                                         |  |      | 
|                                                         |  | 3.9  |  | Sufficiency of Assets           |  | 17
|                                                         |  |      | 
|                                                         |  | 3.10 |  | Trade Payables                  |  | 17
|                                                         |  |      | 
|                                                         |  | 3.11 |  | Inventory                       |  | 17
|                                                         |  |      | 
|                                                         |  | 3.12 |  | Financial Statements            |  | 17
|                                                         |  |      | 
|                                                         |  | 3.13 |  | Absence of Certain Changes      |  | 18
|                                                         |  |      | 
|                                                         |  | 3.14 |  | Legal Compliance                |  | 19
|                                                         |  |      | 
|                                                         |  | 3.15 |  | Tax Matters                     |  | 20
|                                                         |  |      | 
|                                                         |  | 3.16 |  | Intentionally Omitted           |  | 20
|                                                         |  |      | 
|                                                         |  | 3.17 |  | Intellectual Property           |  | 20
|                                                         |  |      | 
|                                                         |  | 3.18 |  | Tangible Assets                 |  | 22
|                                                         |  |      | 
|                                                         |  | 3.19 |  | Contracts                       |  | 22
|                                                         |  |      | 
|                                                         |  | 3.20 |  | Litigation                      |  | 23
|                                                         |  |      | 
|                                                         |  | 3.21 |  | Sellers Employees              |  | 23
|                                                         |  |      | 
|                                                         |  | 3.22 |  | Employee Benefit Plans          |  | 24
|                                                         |  |      | 
|                                                         |  | 3.23 |  | Environment, Health, and Safety |  | 25
|                                                         |  |      | 
|                                                         |  | 3.24 |  | Assumed Liabilities             |  | 26
|                                                         |  |      | 
|                                                         |  | 3.25 |  | Insurance                       |  | 26
|                                                         |  |      | 
|                                                         |  | 3.26 |  | Gift Cards                      |  | 26
|                                                         |  |      | 
|                                                         |  | 3.27 |  | Disclosure                      |  | 26
|                                                         | 
|Article IV  REPRESENTATIONS AND WARRANTIES OF PURCHASER |  | 27  
|                                                         |  |      | 
|                                                         |  | 4.1  |  | Organization                    |  | 27
|                                                         |  |      | 
|                                                         |  | 4.2  |  | Authorization of Transaction    |  | 27



ii



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|                                                 |  |     |  |                                                                            |  |   
|------------------------------------------------ |  | --- |  | -------------------------------------------------------------------------- |  | --
|                                                 |  | 4.3 |  | Noncontravention                                                           |  | 27
|                                                 |  |     | 
|                                                 |  | 4.4 |  | Brokers Fees                                                              |  | 27
|                                                 |  |     | 
|                                                 |  | 4.5 |  | Legal Compliance                                                           |  | 28
|                                                 |  |     | 
|                                                 |  | 4.6 |  | No Financing Contingency; Sufficiency of Cash on Hand                      |  | 28
|                                                 |  |     | 
|                                                 |  | 4.7 |  | Due Diligence Investigation                                                |  | 28
|                                                 |  |     | 
|                                                 |  | 4.8 |  | Disclosure                                                                 |  | 28
|                                                 | 
|Article V  CERTAIN OBLIGATIONS PRIOR TO CLOSING |  | 28 
|                                                 |  |     | 
|                                                 |  | 5.1 |  | Covenants                                                                  |  | 28
|                                                 |  |     | 
|                                                 |  | 5.2 |  | Risk of Loss                                                               |  | 33
|                                                 |  |     | 
|                                                 |  | 5.3 |  | Further Assurances/Cooperation                                             |  | 33
|                                                 |  |     | 
|                                                 |  | 5.4 |  | Termination of Equipment Leases and Loans                                  |  | 33
|                                                 |  |     | 
|                                                 |  | 5.5 |  | Purchasers Access to Premises, Employees and Information; Confidentiality |  | 33
|                                                 |  |     | 
|                                                 |  | 5.6 |  | Real Estate Matters                                                        |  | 34
|                                                 |  |     | 
|                                                 |  | 5.7 |  | Environmental Matters                                                      |  | 35
|                                                 |  |     | 
|                                                 |  | 5.8 |  | Inventory Assessment                                                       |  | 35
|                                                 |  |     | 
|                                                 |  | 5.9 |  | Purchasers Financing                                                      |  | 35
|                                                 | 
|Article VI  COVENANTS TO SURVIVE THE CLOSING    |  | 35 
|                                                 |  |     | 
|                                                 |  | 6.1 |  | Employees                                                                  |  | 36
|                                                 |  |     | 
|                                                 |  | 6.2 |  | Non-assignable Contracts and Permits and Liquor Licenses                   |  | 37
|                                                 |  |     | 
|                                                 |  | 6.3 |  | Confidentiality                                                            |  | 38
|                                                 |  |     | 
|                                                 |  | 6.4 |  | Tax Matters                                                                |  | 38
|                                                 |  |     | 
|                                                 |  | 6.5 |  | Continuing Existence of Seller                                             |  | 40
|                                                 |  |     | 
|                                                 |  | 6.6 |  | Post-Closing Audited Financial Statements                                  |  | 40
|                                                 |  |     | 
|                                                 |  | 6.7 |  | Gift Cards                                                                 |  | 40
|                                                 |  |     | 
|                                                 |  | 6.8 |  | Redemption of Gift Cards                                                   |  | 41



iii



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|                                  |  |      |  |                                            |  |   
|--------------------------------- |  | ---- |  | ------------------------------------------ |  | --
|                                  |  | 6.9  |  | Non-Solicitation of Sellers Employees     |  | 41
|                                  |  |      | 
|                                  |  | 6.10 |  | Non-Solicitation of Purchasers Employees  |  | 41
|                                  |  |      | 
|                                  |  | 6.11 |  | Non-Competition                            |  | 41
|                                  |  |      | 
|                                  |  | 6.12 |  | Use of Mitchell                          |  | 41
|                                  |  |      | 
|                                  |  | 6.13 |  | Camerons Steakhouse                       |  | 42
|                                  |  |      | 
|                                  |  | 6.14 |  | Working Cash                               |  | 43
|                                  |  |      | 
|                                  |  | 6.15 |  | Real Property Leases                       |  | 43
|                                  |  |      | 
|                                  |  | 6.16 |  | Real Property Lease Notices                |  | 43
|                                  |  |      | 
|                                  |  | 6.17 |  | Bulk Sales Laws                            |  | 43
|                                  |  |      | 
|                                  |  | 6.18 |  | Additional Assurances                      |  | 43
|                                  |  |      | 
|                                  |  | 6.19 |  | Survivability                              |  | 43
|                                  | 
|Article VII  INDEMNIFICATION     |  | 43  
|                                  |  |      | 
|                                  |  | 7.1  |  | Survival of Representations                |  | 43
|                                  |  |      | 
|                                  |  | 7.2  |  | Indemnification by Seller                  |  | 44
|                                  |  |      | 
|                                  |  | 7.3  |  | Indemnification by Purchaser               |  | 45
|                                  |  |      | 
|                                  |  | 7.4  |  | Prosecution of Indemnification Claims      |  | 46
|                                  |  |      | 
|                                  |  | 7.5  |  | Liability Escrow Arrangement               |  | 46
|                                  |  |      | 
|                                  |  | 7.6  |  | Limitations                                |  | 47
|                                  |  |      | 
|                                  |  | 7.7  |  | Amount of Damages                          |  | 47
|                                  |  |      | 
|                                  |  | 7.8  |  | Gift Card Escrow Account                   |  | 47
|                                  |  |      | 
|                                  |  | 7.9  |  | Indemnification of Mitchell                |  | 47
|                                  | 
|Article VIII  CLOSING CONDITIONS |  | 48  
|                                  |  |      | 
|                                  |  | 8.1  |  | Conditions to the Obligations of Purchaser |  | 48
|                                  |  |      | 
|                                  |  | 8.2  |  | Conditions to the Obligations of Seller    |  | 50
|                                  | 
|Article IX  TERMINATION          |  | 51  



iv



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|                          |  |       |  |                                         |  |    
|------------------------- |  | ----- |  | --------------------------------------- |  | ---
|                          |  | 9.1   |  | Mutual Consent                          |  | 51 
|                          |  |       | 
|                          |  | 9.2   |  | By Either Purchaser or Seller           |  | 51 
|                          |  |       | 
|                          |  | 9.3   |  | By Purchaser                            |  | 52 
|                          |  |       | 
|                          |  | 9.4   |  | By Seller                               |  | 52 
|                          |  |       | 
|                          |  | 9.5   |  | Effect of Termination                   |  | 52 
|                          | 
|Article X  MISCELLANEOUS |  | 52   
|                          |  |       | 
|                          |  | 10.1  |  | Press Releases and Public Announcements |  | 52 
|                          |  |       | 
|                          |  | 10.2  |  | No Third Party Beneficiaries            |  | 52 
|                          |  |       | 
|                          |  | 10.3  |  | Entire Agreement                        |  | 52 
|                          |  |       | 
|                          |  | 10.4  |  | Succession and Assignment               |  | 53 
|                          |  |       | 
|                          |  | 10.5  |  | Counterparts                            |  | 53 
|                          |  |       | 
|                          |  | 10.6  |  | Headings                                |  | 53 
|                          |  |       | 
|                          |  | 10.7  |  | Notices                                 |  | 53 
|                          |  |       | 
|                          |  | 10.8  |  | Governing Law                           |  | 54 
|                          |  |       | 
|                          |  | 10.9  |  | Amendments and Waivers                  |  | 54 
|                          |  |       | 
|                          |  | 10.10 |  | Severability                            |  | 55 
|                          |  |       | 
|                          |  | 10.11 |  | Construction                            |  | 55 
|                          |  |       | 
|                          |  | 10.12 |  | Incorporation of Exhibits and Schedules |  | ,55
|                          |  |       | 
|                          |  | 10.13 |  | Litigation Expense                      |  | 55 
|                          |  |       | 
|                          |  | 10.14 |  | Specific Performance                    |  | 55 



v



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Schedules



|        |  |                                                  
|------- |  | -------------------------------------------------
|1.1(a)  |  | Acquired Assets                                  
|        | 
|1.1(b)  |  | Excluded Assets                                  
|        | 
|1.1(c)  |  | Restaurants                                      
|        | 
|3.2     |  | Governmental Consents                            
|        | 
|3.4     |  | Consents                                         
|        | 
|3.6     |  | Sellers Real Property                           
|        | 
|3.7     |  | Acquired Assets Subject to Liens                 
|        | 
|3.8     |  | Real Property Leases                             
|        | 
|3.8(n)  |  | Parking                                          
|        | 
|3.8(p)  |  | Landlord Advances                                
|        | 
|3.12(c) |  | Liabilities Not Disclosed on Financial Statements
|        | 
|3.13    |  | Absence of Certain Changes                       
|        | 
|3.14    |  | Permits                                          
|        | 
|3.15    |  | Tax matters                                      
|        | 
|3.17    |  | Intellectual Property                            
|        | 
|3.19    |  | Contracts                                        
|        | 
|3.20    |  | Litigation                                       
|        | 
|3.21    |  | Sellers Employees                               
|        | 
|3.22    |  | Employee Benefits Plan                           
|        | 
|3.23    |  | Environment, Health, and Safety                  
|        | 
|3.24    |  | Assumed Liabilities                              
|        | 
|5.1(d)  |  | Operation of Business                            
|        | 
|5.4     |  | Termination of Leases and Debt                   
|        | 
|6.2     |  | Liquor License Consent                           



vi



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Exhibits



|          |  |                                                         
|--------- |  | --------------------------------------------------------
|Exhibit A |  | Bill of Sale                                            
|          | 
|Exhibit B |  | Intellectual Property Documents                         
|          | 
|Exhibit C |  | Shared Services Agreement                               
|          | 
|Exhibit D |  | Non-Compete and Non-Solicitation Agreement              
|          | 
|Exhibit E |  | Assignment and Assumption Agreement                     
|          | 
|Exhibit F |  | 1245 Properties Deed                                    
|          | 
|Exhibit G |  | Purchase Price Allocation                               
|          | 
|Exhibit H |  | Liability Escrow Agreement                              
|          | 
|Exhibit I |  | Gift Card Escrow Agreement                              
|          | 
|Exhibit J |  | M. Cameron Mitchell Consulting and Non-Compete Agreement
|          | 
|Exhibit K |  | Opinion of Porter Wright Morris & Arthur LLP            
|          | 
|Exhibit L |  | Inventory                                               
|          | 
|Exhibit M |  | Estoppel Certificate and Consent to Assignment          
|          | 
|Exhibit N |  | Assignment of all Intellectual Property and Bill of Sale
|          | 
|Exhibit O |  | Assignment of Lease                                     
|          | 
|Exhibit P |  | Cross Receipt                                           
|          | 
|Exhibit Q |  | Consent of Members                                      
|          | 
|Exhibit R |  | Management Agreement                                    



vii



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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the Agreement) is made and entered into this 6th day of November, 2007, by and among Ruths Chris
Steak House, Inc., a Delaware corporation and its permitted assignees pursuant to Section 10.4 hereof (collectively, the Purchaser) and Cameron Mitchell Restaurants, LLC, an Ohio limited liability company
(Seller). Also appearing herein, (each as an Intervener and collectively as the Interveners) are Mr. M. Cameron Mitchell, individually (Mitchell) and 1245 Properties, LLC,
an Ohio limited liability company (1245 Properties).

This Agreement contemplates a transaction in which Purchaser will
purchase all of Sellers, and its Affiliates, undivided right, title and interest, of any kind and nature, relating, directly or indirectly, to the development, ownership and operation of the restaurants and trade names described in
Section 1.1(c) of the Seller Disclosure Schedule.

Now, therefore, in consideration of the premises and the mutual promises
herein made, and in consideration of the representations, warranties, and covenants herein contained, the parties agree as follows.

ARTICLE
I  DEFINITIONS

1.1 Definitions. The following capitalized words and phrases have the stated meanings:

Accounts Receivable means all obligations to Seller on the basis of goods sold or services performed by Seller for which payment has
not been fully made, together with all interest, late charges, penalties, collection fees and other sums that may be due and payable in connection with such obligations.

Acquired Assets means the assets, properties, and rights of every kind, nature, type and description, real, personal and mixed, tangible and intangible (including Intellectual Property), used or
useful in, or related to, the Business. The term Acquired Assets shall include the real, personal and mixed, tangible and intangible (including the Intellectual Property), assets, property, and rights of Seller and 1245 Properties
described in the Seller Disclosure Schedule other than the Excluded Assets set forth in Section 1.1(b) of the Seller Disclosure Schedule.

Affected Restaurant has the meaning set forth in Section 6.2 below.

Affiliate means,
with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with, such first Person. For the purposes of this definition, control (including, with correlative meanings,
the terms controlling, controlled by and under common control with), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of that Person, whether through the ownership of voting securities, by Contract or otherwise.

Ancillary Agreements
means the agreements substantially in the form attached hereto as Exhibits A, B, C, D, E, F, H, I, J, N, O, and P.



1



---

Assignment and Assumption has the meaning set forth in Section 2.9 below.

Assumed Liabilities means the Liabilities arising from (i) the honoring of any Bonus Cards issued prior to the
Closing Date and presented to Purchaser for redemption after the Closing Date, (ii) honoring any Gift Cards issued prior to the Closing Date and presented to Purchaser for redemption after the Closing Date, subject to the terms and conditions
of the Gift Card Escrow Agreement, (iii) accruing after the Closing Date under the contracts, certain copier leases and other agreements marked with an asterisk in Section 3.19 of the Seller Disclosure Schedule and (iv) that portion
of the POS Lease Amount not paid by Seller prior to Closing and assumed by Purchaser at Closing.

Bonus Cards means $25
denomination cards issued by Seller prior to the Closing Date that can be used at any of the Restaurants between Sunday and Thursday until February 29, 2008.

Bulk Sales Laws means Article 6 of the Uniform Commercial Code as in force in any state in which the Acquired Assets are located and all other similar laws applicable to bulk sales and transfers.

Business means the Restaurants operated, or to be operated at the locations listed on Section 1.1(a) of the Seller
Disclosure Schedule, including any right of Seller to develop or expand a restaurant at such locations.

Business
Employees has the meaning set forth in Section 3.21(a) below.

Capital Stock means (a) in the
case of a corporation, corporate stock, or options, warrants or rights to receive corporate stock; (b) in the case of an association or business entity, any or all shares, interests, participations, rights or other equivalents (however
designated) which evidence one or more of (i) a right to share in the entitys earnings or assets, or both; (ii) a right to vote on significant matters affecting the entity, including without limitation whether to authorize additional
participation rights, whether to merge or combine with another entity or whether to dissolve the entity; or (iii) a right to obtain information from the entity about its business and prospects on a regular basis; (c) in the case of a
partnership or limited liability company, partnership or membership interests (whether general or limited); and (d) any other interest or participation that confers upon a Person the right to vote or to receive a share of the profits and losses
of, or distributions of assets of, the issuing Person.

Cash means cash and cash equivalents (including marketable
securities and short term investments) calculated in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements.

Cash Cards means pre-paid balance cards issued by Seller that can be used at any of the Restaurants.

Claim has the meaning set forth in Section 7.4 below.

Closing
has the meaning set forth in Section 2.8 below.



2



---

Closing Date has the meaning set forth in Section 2.8 below.

Club Cards means cards issued for various group discounts available for a certain number of visits to any of the Restaurants that are
valid for use only from January 1 through December 31 of a calendar year.

Code means the Internal Revenue
Code of 1986, as amended.

Commitments has the meaning set forth in Section 5.6 below.

Confidential Information has the meaning set forth in Section 6.3 below.

Damages has the meaning set forth in Section 7.2 below.

Employee Benefit Plan means that term as defined by Section 3(3) of the ERISA, or any other bonus, profit sharing, pension,
retirement compensation, deferred compensation, stock option, stock purchase, fringe benefit, severance, post-retirement, scholarship, disability, sick leave, vacation, individual employment, commission, bonus, payroll practice, retention,
severance, or other plan, agreement, policy, trust fund or arrangement for the benefit of current or former directors or employees of any Seller and any of Sellers current or former ERISA Affiliates or any other persons currently or formerly
performing services for any Seller and any of Sellers current or former ERISA Affiliates, and/or beneficiaries of any such persons.

Employment Offer has the meaning set forth in Section 6.1 below.

Environmental, Health, and
Safety Laws means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, the Toxic Substances Control Act, the Hazardous Material Transportation and Uniform
Safety Act, the Clean Air Act, the Federal Water Pollution Control Act, the Safe Drinking Water Act, and the Occupational Safety and Health Act of 1970, each as amended, together with their state and local counterparts or equivalents and all other
laws, statutes, ordinances, regulations, criteria, or guidelines (including rules, regulations or codes and any injunctions, judgments, orders, decrees or rulings, with respect to the Acquired Assets or the Business) of federal, state and local
governments (and all agencies thereof) concerning pollution or protection of the environment, public health and safety, or employee health and safety, including laws relating to emissions, discharges, releases, or threatened releases of pollutants,
contaminants, or chemical, industrial, hazardous, or toxic materials or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal,
transportation, or handling of pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials or wastes in effect as of the Closing Date.

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

ERISA Affiliate means any person that, together with any Seller, would be or was at any time treated as a single employer under Section 414 of the Code or Section 4001 of ERISA and any general partnership of
which Seller is or has been a general partner.



3



---

Estoppel and Consent has the meaning set forth in Section 2.9 below.

Excluded Assets means:

(i) Cash;

(ii) Accounts Receivable;

(iii) membership interests of 1245 Properties;

(iv) The corporate minute books and equity ledgers of
Seller;

(v) All documentation and correspondence of the Seller not related to the Business; and

(vi) Any personal memorabilia items currently used or displayed in the Restaurants to the extent set forth in Section 1.1 .(b) of the Seller
Disclosure Schedule, if any, unless such memorabilia is part and parcel of the Restaurants trade dress or marketing scheme, in which case it shall be included within the Acquired Assets.

Expenditures has the meaning set forth in Section 2.3 below.

Fee Owned Property has the meaning set forth in Section 3.6 below.

Financial Statements means collectively, (i) the audited annual financial statements of the Seller doing business as
Mitchells Fish Market and Columbus Fish Market for the periods ending December 31, 2005 and December 31, 2006, respectively, in each case prepared in accordance with GAAP and as audited by Hausser + Taylor
LLC, together with related notes, schedules and supplemental information and a report on such financial information by Hausser + Taylor LLC, (ii) the unaudited annual financial statements of the Seller doing business as Mitchells
Steakhouse and Camerons Steakhouse (but excluding the Camerons Steakhouse located in Glendale (Milwaukee, WI)) ,for the periods ending December 31, 2005 and December 31, 2006, respectively, in each
case prepared in accordance with GAAP, and (iii) the Most Recent Financial Statements and (iv) the financial statements required to be delivered by Seller to Purchaser prior to the Closing Date pursuant to Section 5.1(m).

GAAP means United States generally accepted accounting principles as in effect from time to time.

Gift Cards means collectively the Cash Cards, Club Cards and Promotional Cards.

Gift Card Escrow Agreement has the meaning set forth in Section 7.8 below.

Gift Card Liability Period has the meaning set forth in Section 6.7 below.

Governmental Authority means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the
United States, any foreign country or any domestic or foreign state, county, parish, city or other political subdivision.



4



---

Hazardous Substances shall mean (i) any hazardous or toxic waste, chemical,
substance, waste, pollutant, contaminant, or material defined as or deemed as hazardous or toxic or otherwise regulated under any Environmental, Health and Safety Law, (ii) asbestos or asbestos-containing material, (iii) medical,
radiological and biological waste, (iv) urea formaldehyde and polychlorinated biphenyls, (v) oil and petroleum products, including gasoline, fuel oil, crude oil and other various constituents of such products, including gasoline, fuel oil,
crude oil, and other various constituents of such products, (vi) fungal growth and mold, (vii) lead in paint or drinking water, and (viii) pesticides and other agricultural chemicals, and (ix) any other chemicals, materials or
substances, exposure to which is prohibited, limited or regulated by any Environmental, Health and Safety Laws.

Indemnitee has the meaning set forth in Section 7.4 below.

Intellectual Property means
(a) all inventions relating to the Business (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances,
continuations, continuations-in-part, revisions, extensions, and reexaminations thereof; (b) the federally registered service mark Mitchells Fish Market (Reg. No. 2,713,985), the common law service mark
Camerons Steakhouse as used in connection with steakhouse and seafood restaurant services, the common law service marks Columbus Fish Market and Mitchells Steakhouse and all other trade names, common
law trade and service marks, state registered trade and service marks, and trade dress owned or used by Seller in connection with the Business, together with all translations, adaptations, derivations, and combinations thereof and including all
goodwill associated therewith, and all applications, registrations, affidavits, and renewals in connection therewith; (c) the name Mitchell (including any stylistic presentation or possessive/plural-possessive form) for use and for
future exploitation by Purchaser, in connection with the provision of restaurant, lounge, catering or food services of any kind and scope worldwide, whether used in connection with the Business or not, to include, without limitation,
(i) marketing, promotion or advertisement in any form of such services, (ii) trademark, service mark or trade name use and federal, state or foreign registration in any class related to or associated with such services or the promotion or
advertisement of same, and (iii) as part of or the subject of a copyright claim, use or registration; (d) the common law service mark Mitchells Ocean Club as used in connection with and on restaurant services and the
federal application to register the same (Ser. No. 77/038135); (e) all copyrightable works, all copyrights therein, and all applications, registrations, and renewals used in connection with the Business; (f) all mask works and all
applications, registrations, and renewals used in connection with the Business; (g) all trade secrets and confidential business information which relates to or is used in the operation of the Business and which does not remain the property of
Seller pursuant to applicable provisions of this Agreement (including recipes, cookbooks, manuals, policies and procedures, and training tapes/videos); (h) all assignable computer software (including data and related documentation) relating
solely to the Business; and (i) all domain names currently registered or used in association with the Business as well as the domain name www.mitchellsoceanclub.com. Notwithstanding the foregoing, Intellectual Property does
not mean the common law service marks and all other trade names, common law trade and service marks, state registered trade and service marks Cameron as used in connection with non-steakhouse and/or non-seafood restaurant services,
Camerons American Bistro, Cameron Mitchell Restaurants, LLC, Cameron Mitchell Catering and the domain names www.cameronmitchellcatering.com and www.cameronmitchell.com.



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Inventory means all of Sellers inventory at the Restaurants, including without
limitation, all perishable and non-perishable meats, fish, poultry, vegetables, and other foodstuffs, beverages, including without limitation, all liquor, beer and wine (to the extent the transfer of liquor, beer and wine is not prohibited by
applicable law), paper goods, condiments, and other items held for sale or consumption in connection with the Business.

Key
Business Employee has the meaning set forth in Section 3.21(a).

Knowledge means actual knowledge after
reasonable investigation.

Liability means with respect to any Person, any liability or obligation of such Person of any
kind, character or description whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due and whether or not the same
is required to be accrued on the financial statements of such Person.

Liability Escrow Fund has the meaning set forth
in Section 7.5 below.

Lien means any lien, mortgage, deed of trust, security interest, pledge, negative pledge,
conditional sale or title retention, any community or other marital property interest or equitable interest, any restrictive covenant, restriction on use or similar restriction, any claim, levy or charge or encumbrance of any kind or nature, any
easement, encroachment or survey defect, or any option, right of first refusal or offer, preferential or third party right.

Liquor License means the licenses required to sell alcoholic beverages at each of the Restaurants and identified in Section 3.14 of the Seller Disclosure Schedule.

Limitation Period has the meaning set forth in Section 7.1 below.

Material Adverse Effect means any event, change, violation, inaccuracy, circumstance or other matter that individually or in the
aggregate has had or could reasonably be expected to have a material adverse impact to or on (i) the ability of Seller to perform its obligations under this Agreement or (ii) the Liabilities, results of operations, operations, financial
condition, condition, performance, or prospects of the Acquired Assets or the Business; provided, however, the term Material Adverse Effect for purposes of this clause (ii) shall not include any such material adverse impact to the
extent that it directly or indirectly relates to or results from the announcement or consummation of the transactions contemplated by this Agreement.

Material Contract or Permit means, collectively, (i) the Real Property Leases, (ii) the Liquor Licenses and (iii) any Permits set forth on Exhibit 3.14.

M&A Qualified Beneficiaries has the meaning set forth in Section 6.1 below.



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Most Recent Financial Statement means the unaudited interim financial statements of
the Seller (i) doing business as Mitchells Fish Market and Columbus Fish Market and (ii) doing business as Mitchells Steakhouse and Camerons Steakhouse (but excluding the
Camerons Steakhouse located in Glendale (Milwaukee, WI)), in each case prepared in accordance with GAAP for the six month period ending June 30, 2007.

Non-Material Contract or Permit means any contract, agreement or Permit that is not a Material Contract or Permit.

Operating Agreement means the Operating Agreement of Seller dated February 20, 1998, as amended January 17, 2001 and July 1, 2007.

Ordinary Course of Business means the ordinary course of business consistent with past practice and custom.

PBGC means the Pension Benefit Guaranty Corporation.

PCAOB means the Public Company Advisory Oversight Board.

Permits has
the meaning set forth in Section 3.14 below.

Permitted Lien means (i) Liens arising from Taxes that are not
yet due and payable; (ii) zoning restrictions, easements, minor restrictions on the use of real property (including any lease thereof), minor irregularities in title thereto and other minor Liens (x) that do not secure the payment of money
or the performance of an obligation or (y) that do not in the aggregate materially detract from the value of any of the Restaurants, any of the Real Property Leases or the Fee Owned Property, or the Acquired Assets, taken as a whole, or
materially impair the use thereof in the Business; (iii) Liens imposed by law in favor of landlords and suppliers of inventory arising in the Ordinary Course of Business for sums not yet due; and (iv) Lien filings for informational
purposes only with respect to equipment leases entered into in the Ordinary Course of Business.

Person means an
individual, a partnership, a corporation, an association, a limited liability company, a joint stock company, a trust, a joint venture, an unincorporated organization, a governmental entity (or any department, agency, or political subdivision
thereof), or any other entity of any kind which is legally recognized as a separate entity under the laws of its jurisdiction of creation or formation.

Promotional Cards means a single use set amount card (not to exceed $100) issued by Seller prior to the Closing Date primarily for promotional, charitable, media trade or guest service matters that
can be used at any of the Restaurants.

POS Lease Amount means the aggregate amount of the capital leases listed in
Section 3.7 of the Seller Disclosure Schedule with respect to the lease of POS Systems/Business Electronics, Wasserman Tables and a DMX Music System from CFC Investment Company, as lessor and lender, for various Restaurant locations.

Purchase Price has the meaning set forth in Section 2.2 below.



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Purchase Price Adjustment has the meaning set forth in Section 2.3(b) below.

Purchase Price Adjustment Notice has the meaning set forth in Section 2.3(b) below.

Purchaser Indemnitees has the meaning set forth in Section 7.2 below.

Real Property Leases has the meaning set forth in Section 3.8 below.

Required Approvals has the meaning set forth in Section 6.2 below.

Restaurant Concept Agreement has the meaning set forth in Section 5.1(j) below.

Restaurants means the restaurant and bar businesses of Seller operated or to be operated at the locations listed on
Section 1.1(c) of the Seller Disclosure Schedule.

Retained Liabilities has the meaning set forth in
Section 2.5 below.

Seller Indemnities has the meaning set forth in Section 7.3 below.

Seller Disclosure Schedule has the meaning set forth in Section 3.2 below.

Shared Liabilities has the meaning set forth in Section 2.6 below.

Shared Services Agreement has the meaning set forth in Section 2.9 below.

Subsidiary means, with respect to any Person:

(a) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person (or a combination
thereof); and

(b) any partnership (i) the sole general partner or the managing general partner of which is such Person or a
Subsidiary of such Person, or (ii) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

Surveys has the meaning set forth in Section 5.6 below.

Tax
means any federal, state, foreign or local income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code Section 59A), customs duties, capital
stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, commercial or business activity and general business, personal property, sales, use, transfer, registration, value added, alternative or
add-on minimum, estimated, or other tax of any kind whatsoever, and any unclaimed property, including any interest, penalty, or addition thereto, whether disputed or not.



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Tax Return means any return, declaration, report, claim for refund or credit, or
information return or statement relating to any Taxes, whether filed on a separate, combined, consolidated or unitary basis, including any schedule or attachment thereto and any amendment thereof.

1245 Properties means 1245 Properties, LLC, an Ohio limited liability company, the membership interests of which are wholly owned by
Seller.

Termination Date has the meaning set forth in Section 9.2 below.

Title Company has the meaning set forth in Section 5.6 below.

Title Objections has the meaning set forth in Section 5.6 below.

Uniform Commercial Code means the Uniform Commercial Code as in effect in the applicable state where the Acquired Assets are located.

WARN Act means the Worker Adjustment and Retraining Notification (WARN) Act, 29 U.S.C. $2101 et. seq.

Working Cash means the sum of $1,500 representing the estimated average daily opening cash balance at each Restaurant.

1.2 Interpretation. Any reference in this Agreement to a statute shall be to such statute, as amended from time to time prior to
the date hereof, and to the rules and regulations promulgated thereunder prior to the date hereof. Any reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time
in accordance with its terms. Unless the context otherwise requires, (1) all references made in this Agreement to a Section, Schedule or an Exhibit are to a Section, Schedule or an Exhibit of or to this Agreement, (2) or is
disjunctive but not necessarily exclusive, (3) will shall be deemed to have the same meaning as the word shall and (4) words in the singular include the plural and vice versa. Whenever the words include,
includes or including are used in this Agreement, they shall be deemed to be followed by the words without limitation, whether or not so followed. The captions herein are included for convenience of reference only
and shall be ignored in the construction or interpretation hereof.

ARTICLE II  PURCHASE AND SALE OF ACQUIRED ASSETS

2.1 Purchase and Sale of Acquired Assets. On and subject to the terms and conditions of this Agreement, at the Closing, Purchaser shall purchase
from Seller, and Seller shall sell, transfer, convey, assign and deliver to Purchaser, free and clear of all Liens and restrictions on transfer, all of the Acquired Assets for the consideration specified below in this Article II. This Agreement is
limited to the assets described, and Purchaser is not purchasing, and shall have no interest in, the Excluded Assets,

2.2 Purchase
Price. Purchaser agrees to pay to Seller at the Closing the sum of Ninety Four Million Dollars ($94,000,000.00) (the Purchase Price), payable by transfer of immediately available funds. The Purchase Price shall be subject to
adjustment as provided in Section 2.3 below.



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2.3 Purchase Price Adjustment.

(a) The Purchase Price shall be subject to adjustment by the credit to Seller of (A) the actual, reasonable and documented development and
construction expenditures incurred and paid by Seller prior to Closing at the two (2) Scottsdale, Arizona, and one Overland Park, Kansas restaurant locations listed on Section 1.1(c) of the Seller Disclosure Schedule, and such other
restaurant locations as may be approved by Purchaser in writing after the date hereof and that are subject to a lease agreement within thirty (30) days following the Closing Date (collectively, the Expenditures). Seller shall
deliver to Purchaser a copy of the invoices or such other appropriate evidence for all Expenditures, together with documentation supporting Sellers payment of same prior to the Closing Date (the Purchase Price Adjustment
Notice). The Purchase Price shall be increased by an amount equal to the amount of the Expenditures (the Purchase Price Adjustment). Within three (3) days after Purchasers receipt of the Purchase Price
Adjustment Notice, Purchaser shall remit payment to Seller the amount of the Purchase Price Adjustment via wire transfer of immediately available funds.

(b) The Purchase Price shall also be adjusted within five (5) business days following the Closing Date based on the minimum inventory levels set forth on Exhibit L. The Purchase Price shall be
increased if the inventory levels are more than ten (10) percent above the minimum levels set forth on Exhibit L and the Purchase Price shall be decreased if the inventory levels are more than ten (10) percent below the minimum
levels set forth on Exhibit L.

(c) The Purchase Price shall be further adjusted by reducing the Purchase Price by the
principal amount of the POS Lease Amount assumed by Purchaser on the Closing Date.

2.4 Adjustment to Purchase Price. Amounts paid
or payable pursuant to Section 2.3 shall be treated by the parties for Tax purposes as adjustments to the Purchase Price.

2.5
Retained Liabilities. Except for the Assumed Liabilities and Purchasers pro rata portion of any Shared Liabilities (as hereinafter defined), it is expressly understood and agreed that Purchaser shall not assume or have any
responsibility with respect to any Liability of the Seller, regardless of the nature thereof, including any Liabilities arising from or in connection with, or attributable or related to, the Sellers operation of the Business or the
Sellers ownership, lease or use of the Acquired Assets, including (i) any such Liability arising from events, facts or circumstances occurring on or prior to the Closing Date, (ii) any such Liability arising out of the employment,
terms or conditions of employment, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax,
workers compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC,
Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property
or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety
Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein
collectively as the Retained Liabilities.



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2.6 Shared Liabilities. The following Liabilities and obligations relating to the Business and the
Acquired Assets (the Shared Liabilities) shall be shared between Purchaser and Seller as follows:

(a) Utility charges
and sanitary sewer charges that relate to billing periods beginning before the Closing Date for the Acquired Assets and ending after the Closing Date, shall be allocated on the basis of measured utility usage before and after such Closing Date (if
meter or other measured service readings are made at such time) or otherwise on the basis of the proportional number of calendar days in the relevant billing period before and after such Closing Date;

(b) Rentals and other fees, charges and costs, including without limitation common area maintenance fees and administrative fees payable under real
property leases and equipment leases that relate to lease periods beginning before and ending after the Closing Date shall be allocated between the parties on the basis of the proportional number of calendar days in the relevant lease period before
and after the Closing Date; and

(c) All city, state and county ad valoremproperty, real estate and similar Taxes with respect to
the Fee Owned Property and the Real Property Leases (Property Taxes) shall be allocated on the basis of the proportional number of calendar days in the relevant Tax year before and after the Closing Date. Such Property Taxes shall
be based on the most recent assessment for the purpose of calculating the Purchase Price under Section 2.2, provided, that the Seller shall indemnify Purchaser to the extent that Sellers actual pro rated assessed Property Taxes are
greater than the estimate. In the event that, after the Closing Date, any additional Property Taxes are levied, imposed upon or assessed against the Fee Owned Property or the Real Property Leases for periods prior to the Closing Date, Purchaser
shall give Seller written notice of such Property Taxes promptly after the Purchaser receives notices thereof, and Seller shall be responsible for payment of such additional Taxes in full within the time fixed for payment thereof and before the same
become delinquent; provided, however, Seller shall have no liability to Purchaser under this Section 2.6(c) with respect to the payment of penalties or interest resulting from late payment of such Property Taxes caused by Purchasers
failure to promptly notify Seller as herein provided. The foregoing obligation of Seller shall include, without limitation, the payment of any rollback or similar Taxes imposed because of a change in use of, or the conveyance of, the Fee
Owned Property and the Real Property Leases Without limiting the obligations of Seller pursuant to the preceding sentences, Seller shall, and does hereby, indemnify, defend and hold Purchaser harmless from and against any such additional Taxes
(including all interest and penalties assessed or imposed in connection therewith) relating to periods prior to the Closing Date.

2.7
Payment of Liabilities. If any party pays all or any portion of any Liabilities for which another party is entirely or partially responsible hereunder (including without limitation any Shared Liabilities), the responsible party will promptly
(but in no event later than 30 days after demand by the paying party) reimburse the paying party for its portion of that payment, provided that any demand for reimbursement shall be accompanied by appropriate evidence of payment thereof.



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2.8 The Closing. Subject to and in accordance with the provisions of this Agreement, the closing
of the transactions contemplated by this Agreement shall occur at a date and time that is as of the later of January 1, 2008 or the last business day of the month end immediately following the satisfaction or waiver of all closing conditions
set forth in Article VIII below at the offices of Porter, Wright, Morris & Arthur LLP, Columbus, Ohio, (the Closing Date). As used in this Agreement, Closing shall refer to the time when and the place
at which the respective obligations of the parties described in this Agreement become due, except for those obligations for which another time of performance is specified hereunder. Unless otherwise agreed by the parties, the Closing shall not take
place later than February 29, 2008.

2.9 Deliveries at the Closing. At the Closing, (i) Seller will deliver to Purchaser
the various agreements, certificates, instruments, and documents referred to in Section 8.1 below; (ii) Purchaser will deliver to Seller the various certificates, instruments, and documents referred to in Section 8.2 below;
(iii) Seller, and Intervener, where applicable, will execute, acknowledge (if appropriate), and/or deliver to Purchaser (A) a bill of sale substantially in the form attached hereto as Exhibit A, (B) a real estate limited
warranty deed executed by 1245 Properties in substantially the form attached hereto as Exhibit F (C) an assignment of Intellectual Property rights in substantially the forms attached hereto as Exhibit B, (D) a
counterpart of the shared services agreement in substantially the form attached hereto as Exhibit C (the Shared Services Agreement), (E) a Seller non-compete and non-solicitation agreement in substantially the
form attached hereto as Exhibit D, (F) a counterpart to an assignment and assumption agreement in substantially the form attached hereto as Exhibit E (the Assignment and Assumption), (G) an
assignment of each Real Property Lease in substantially the form of Exhibit O attached hereto, (H) to the extent required under Section 6.2(b), a counterpart to the management agreement in substantially the form attached hereto
as Exhibit R and (I) such other instruments of sale, transfer, conveyance, and assignment as Purchaser and its counsel reasonably may request, including assignments of all domain names involved; (iv) Purchaser will execute,
acknowledge (if appropriate), and deliver to Seller (A) a counterpart of the Assignment and Assumption, (B) a counterpart of the Shared Services Agreement, (C) to the extent required under Section 6.2(b), a counterpart to the
management agreement in substantially the form attached hereto as Exhibit R and (D) such other instruments of assumption as Seller and its counsel reasonably may request; and (v) Purchaser will deliver to Seller the Purchase
Price,

2.10 Title. Title to all of the Acquired Assets and any and all rights to operate and control the Acquired Assets will pass
from Seller or 1245 Properties, as the case may be, to Purchaser on the Closing Date, subject to the terms and conditions of this Agreement.

2.11 Power of Attorney. Effective on the Closing Date, Seller hereby constitutes and appoints Purchaser the true and lawful attorney of Seller, with power of substitution, in the name of Seller or Purchaser, but on behalf of and for
the benefit of Purchaser: (a) to demand and receive from time to time any and all of the Acquired Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (b) to institute,
prosecute, compromise and settle any and all actions or proceedings against third parties that Purchaser may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Acquired Assets; (c) to defend or
compromise any and all actions or proceedings against third parties in respect of any of the Business or Acquired Assets; and (d) to do all such acts and things necessary to fulfill the



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transactions contemplated under this Agreement. Seller acknowledges that the appointment hereby made and the powers hereby granted are coupled with an
interest and are not and shall not be revocable by it in any manner or for any reason. Purchaser shall indemnify and hold harmless Seller from any and all losses caused by or arising out of any breach of law by Purchaser in its exercise of such
power of attorney. Purchaser further acknowledges that it will exercise the power of attorney only in connection with the Business and the Acquired Assets,

2.12 Closing Costs. Except as set forth in Section 10.13 hereof, all of the expenses incurred by Purchaser in connection with the authorization, negotiation, preparation, execution and performance of this
Agreement, the Ancillary Agreements and other agreements referred to herein and therein and the consummation of the transactions contemplated hereby and thereby, including, without limitation all fees and expenses of agents, representatives,
brokers, counsel and accountants for Purchaser shall be paid by Purchaser. Except as set forth in Section 10.13 hereof, all expenses incurred by any Seller in connection with the authorization, negotiation, preparation, execution and
performance of this Agreement, the Ancillary Agreements and the other agreements referred to herein and therein and the consummation of the transactions contemplated hereby and thereby, including without limitation all fees and expenses of agents,
representatives, brokers, counsel and accountants for such Seller, shall be paid by such Seller.

2.13 Allocation. The Purchase
Price (and all other capitalizable costs) shall be allocated among the Acquired Assets as of the Closing Date for all purposes in accordance with the allocation schedule attached hereto as Exhibit G (to be agreed upon as of the Closing
Date and reconciled after the Closing Date with any Purchase Price Adjustment pursuant to Section 2.3). For all Tax purposes, including timely preparing and filing Form 8594, Purchaser and Seller agree to report the transactions contemplated by
this Agreement in all respects and for all purposes consistent with the terms of this Agreement, including the allocation under Exhibit G, and that neither of them will take any position inconsistent therewith in any Tax Return, in any
refund claim, in any litigation or otherwise.

ARTICLE III  REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser that the statements contained in this Article III are correct and complete as of the date of this Agreement
and, subject to any adjustments which may arise in the Ordinary Course of Business, will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout
this Article III).

3.1 Organization of Seller. Seller is a limited liability company duly organized, validly existing, and in good
standing under the laws of the State of Ohio and has the limited liability company power and authority to own or lease the Acquired Assets and to carry on the Business substantially as it is being conducted on the date hereof. Seller is duly
qualified and licensed to do business and is in good standing in each jurisdiction where the ownership or operation of the Acquired Assets or the conduct of the Business requires such qualification except where the failure to be so licensed would
have a Material Adverse Effect on the Acquired Assets or the Business.



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3.2 Consents. Except as described in Section 3.2 of the Sellers disclosure schedule
(the Seller Disclosure Schedule), Seller is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority in order for the parties to consummate the
transactions contemplated by this Agreement (including the assignments and assumptions referred to in Section 2 above).

3.3
Authorization of Transaction. Seller has full limited liability company power and authority, and has taken all limited liability company action necessary in order to execute, deliver and perform its obligations under this Agreement and the
Ancillary Agreements to which it is a party and to consummate the transactions contemplated by this Agreement and each such Ancillary Agreement. This Agreement and each of the Ancillary Agreements to which it is a party have been duly executed and
delivered by Seller and constitute the valid and legally binding obligations of Seller enforceable in accordance with their respective terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws relating to or affecting creditors rights generally or by general equitable principles.

3.4
Noncontravention. Except for any Governmental Authority consents listed on Section 3.2 of the Seller Disclosure Schedule, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated
hereby, will (i) violate, breach or conflict with any provision of, or require any consent, authorization or approval under, any constitution, statute, law, regulation, rule, injunction, judgment, order, decree, ruling, charge, permit or other
restriction of any government, Governmental Authority, or court to which Seller is subject or any provision of the Sellers Articles of Organization or Operating Agreement; or (ii) conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any consent, authorization or approval or notice under, any agreement, contract, lease, license, instrument, or other
arrangement to which Seller is a party or by which it is bound or to which any of the Acquired Assets is subject (or result in the imposition of any Lien of any kind upon any Acquired Assets). Without limiting the generality of the representations
and warranties set forth in Sections 3.3 and 3.4, except as set forth on Section 3.4 of the Seller Discloser Schedule, Seller and its manager have taken all actions necessary, and neither Seller nor its manager is required to obtain any
consents or make any notifications or disclosures (including disclosures of conflicts of interest), pursuant to (i) any organizational documents of Seller or its Affiliates, including the operating agreements of Seller and its Affiliates,
(ii) any agreements or understandings pursuant to which Seller is committed to share any portions of, or make any bonus or other payments based upon, the proceeds of the sale of the Acquired Assets with Columbus Restaurant Development Company,
Ltd. (CRDC), Sellers employees or others or (iii) any management, development or other agreement to which Seller is bound, including the Restaurant Concept Development Agreement, dated as of February 1998, as amended, between
Seller and CRDC and any management or advisory agreement between Seller and its manager.

3.5 Brokers and Consulting Fees.
Except for brokers fees to be paid to Piper Jaffray & Co. and consulting fees to be paid to AEGIS Advisors LLC, Seller has no Liability or obligation to pay any fees or commissions to any broker, finder, consultant or agent with
respect to the transactions contemplated by this Agreement for which Purchaser could become liable or obligated or to which the Acquired Assets could become subject.



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3.6 Real Property. Section 3.6 of the Seller Disclosure Schedule sets forth a true, correct
and complete schedule and legal description of all real property used in connection with the operation of the Business which is owned by 1245 Properties (the Fee Owned Property). Except as set forth in Section 3.6 of the
Seller Disclosure Schedule, with respect to each such parcel of Fee Owned Property:

(a) 1245 Properties has good and marketable title to
the Fee Owned Property, free and clear of any Liens, except for Permitted Liens; provided, however, the foregoing representation and warranty is limited to matters that arise out of claims or demands of Persons claiming by, through or under 1245
Properties;

(b) there are no leases, subleases, licenses, concessions, or other agreements entered into by 1245 Properties granting to any
Person or Persons the right of use or occupancy to any portion of the parcel of the Fee Owned Property;

(c) all of the real property owned
by Seller or an Affiliate in the conduct of the Business is included in the Fee Owned Property;

(d) Seller has not received notice and, to
the Knowledge of Seller, there are no pending, threatened or contemplated condemnation proceeding or proceedings affecting any of the Fee Owned Property or any part thereof or of any sale or other disposition of the Fee Owned Property or any part
thereof in lieu of condemnation; and

(e) no portion of the Fee Owned Property has suffered any material damage by fire or other casualty
which is uninsured or has not heretofore been completely repaired and restored in full.

(f) The Fee Owned Property has legal and valid
rights of ingress and egress to the nearest public roadway and rights to parking and other easements in order to permit the operation of the Business by Purchaser in the same manner as the Business is conducted on the date hereof and all such rights
are assignable without the consent of any Person.

3.7 Acquired Assets. Except for the Fee Owned Property, Seller has good and
marketable title to, or a valid and enforceable leasehold interest in, all Acquired Assets. Except as set forth in Section 3.7 of the Seller Disclosure Schedule, Sellers ownership of or leasehold interest in any Acquired Assets is not
subject to any Liens, except for Permitted Liens. Upon Closing, except for certain copier leases set forth in Section 3.7 of the Seller Disclosure Schedule, Purchaser will be vested with good and marketable title to the Acquired Assets, free
and clear of Liens other than Permitted Liens and free of any transferee and/or successor Liabilities. Seller and 1245 Properties have not sold, assigned, transferred or otherwise disposed of, or modified, altered or replaced any of the Acquired
Assets between the date of the Most Recent Financial Statement and the date of this Agreement, except for Inventory sold in the Ordinary Course of Business.

3.8 Real Property Leases. Seller has delivered to the Purchaser a true, correct and complete copy of the real property leases listed in Section 3.8 of Sellers Disclosure Schedule (which comprises all
the leases and/or subleases of immovable property to which such Seller is a party or by which it is bound), together with all amendments, addenda and supplements thereto (the Real Property Leases). With respect to each Real
Property Lease and the Real Property Leases:

(a) The Real Property Lease is legal, valid, binding and enforceable against Seller, and to
Sellers Knowledge, enforceable against the lessor and any sublessors thereunder in accordance with its terms;



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(b) All rentals or other monies due or required to be paid thereunder have been paid and will have been
paid through the Closing Date, except for routine adjustments to percentage rentals which will be paid by Seller within fifteen (15) business days following the Closing Date;

(c) Except as set forth on Section 3.8 of the Seller Disclosure Schedule, the Real Property Lease is assignable to Purchaser;

(d) Seller has not received any notice that the lessor or any sublessor under the Real Property Lease intends to cancel or terminate the Real Property
Lease or to exercise or not exercise any option thereunder;

(e) Neither Seller nor, to Sellers Knowledge, any other party to the
Real Property Lease, is in breach or default, and no event has occurred that, with notice or lapse of time or both, would constitute a breach or default or permit termination, modification or acceleration thereunder;

(f) Neither Seller nor, to Sellers Knowledge, any other party to the Real Property Lease has repudiated any provision thereof;

(g) There have been and there are no disputes, oral agreement(s), temporary waivers, or forbearances in effect as to the Real Property Lease;

(h) Seller has not assigned, pledged, transferred or conveyed any interest in the leasehold and is not aware of any such assignment, transfer or
conveyance;

(i) To Sellers Knowledge, all facilities leased or subleased under the Real Property Lease have received all approvals
of Governmental Authorities (including licenses and Permits) required in connection with the operation of the Business and have been operated and maintained in accordance with applicable laws, rules and regulations;

(j) The Real Property Lease has not been amended or modified other than as described on Section 3.8 of Sellers Disclosure Schedule;

(k) There are no leases, subleases, licenses, concessions, or other agreements entered into by Seller in which Seller has granted to any
Person or Persons the right of use or occupancy to any portion of the Real Property Lease;

(l) All of the real property leased by Seller
in the conduct of the Business is included in the Real Property Leases;



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(m) Seller has not received notice and, to the Knowledge of Seller, there are no pending, threatened or
contemplated condemnation proceeding or proceedings affecting the Real Property Lease or any part thereof or of any sale or other disposition of the Real Property Lease or any part thereof in lieu of condemnation;

(n) Except as set forth in Section 3.8(n) of the Seller Disclosure Schedule, the Real Property Lease contains an accurate and complete description
of the relevant parking plans, rights and accommodations;

(o) The Real Property Lease has legal and valid rights of ingress and egress to
the nearest public roadway and rights to parking and other easements in order to permit the operation of the Business by Purchaser in the same manner as the Business is conducted on the date hereof and, except as set forth in such Real Property
Lease, all such rights are assignable without the consent of another Person;

(p) Except as set forth in Section 3.8(p) of the Seller
Disclosure Schedule, the landlord under the Real Property Lease has made no loans or advances to Seller including any indebtedness evidenced by a promissory note or other instrument; and

(q) No portion of the Real Property Lease has suffered any material damage by fire or other casualty which is uninsured or has not heretofore been
completely repaired and restored in full.

3.9 Sufficiency of Assets. Seller and 1245 Properties, and upon completion of the
transactions contemplated by this Agreement, Purchaser, shall have, directly or indirectly, ownership of or rights in all of the assets necessary to conduct the Business in all material respects as currently conducted.

3.10 Trade Payables. All of the trade payables or accrued expenses of Seller have been paid in all material respects in accordance with terms that
are customary for the trade including without limitation any such amounts as may be due to an alcoholic beverage wholesaler.

3.11
Inventory. Sellers Inventory consists, and as of the close of business on the business day preceding the Closing Date will consist, only of items that are of a quantity usable in the ordinary course of business consistent with past
practice and will be in amounts not significantly less than those set forth on Exhibit L and in any event sufficient to operate the Business in the Ordinary Course of Business. All Inventory (other than de minimis amounts) is,
(i) of merchantable quality, (ii) suitable for sale under existing quality control standards, and (iii) is in compliance with all applicable regulations and standards of any Governmental Authority. As of Closing Date, there will be on
hand Inventory levels as defined and set forth on Exhibit L.

3.12 Financial Statements.

(a) On or prior to the date hereof, Seller has delivered to Purchaser true and complete copies of the audited annual financial statements of Seller doing
business as Mitchells Fish Market and Columbus Fish Market for the periods ending December 31, 2005 and December 31, 2006 and true and complete copies of the unaudited balance sheet and income statements of
the



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Seller doing business as Mitchells Steakhouse and Camerons Steakhouse (but excluding the Camerons Steakhouse
located in Glendale (Milwaukee, WI)), for the periods ending December 31, 2005 and December 31, 2006. As of the Closing Date, the Financial Statements (including any notes thereto) delivered by Seller to Purchaser pursuant to
Section 5.1(m) on or prior to the Closing Date have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, are complete and correct in all material respects, and fairly present the
income, expenses, assets, Liabilities, financial condition, results of operation and changes in financial condition of the Business for the periods covered thereby.

(b) The books of account and other financial records of Seller, all of which have been made available to Purchaser, are complete and correct and represent actual, bona fide transactions and have been maintained in
accordance with sound business practices. The minute books of Seller, all of which have been made available to Purchaser, contain accurate and complete records of all meetings held of, and limited liability company action taken by, the members or
managers of Seller, and no meeting of any such members or managers has been held for which minutes have not been prepared or are not contained in such minute books.

(c) Except as set forth in Section 3.12(c) of the Seller Disclosure Schedule, Seller has no Liabilities in connection with or related to the Business or Acquired Assets except for those Liabilities reflected or
reserved against in the Financial Statements and current liabilities incurred in the Ordinary Course of Business since the date of the Most Recent Financial Statement.

3.13 Absence of Certain Changes. Except as set forth in Section 3.13 of the Seller Disclosure Schedule, since the date of the Most Recent Financial Statement, Seller has conducted the Business in the
Ordinary Course of Business and there has not occurred any event, and there does not exist any condition or set of circumstances, that has or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Without
limiting the generality of the foregoing, since that date:

(i) Seller has not sold, leased, transferred, or assigned any of its assets,
tangible or intangible, used in the Business other than for a fair consideration in the Ordinary Course of Business;

(ii) Seller has not
entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) in connection with the Business either involving annual payments of more than $475,000 or outside the Ordinary Course of
Business;

(iii) no party (including Seller) has accelerated, terminated, modified, or canceled any material agreement, contract, lease, or
license (or series of related agreements, contracts, leases, and licenses) in connection with the Business to which Seller is a party or by which it or any of the Acquired Assets is bound;

(iv) Seller has not made any capital expenditure (or series of related capital expenditures) in connection with the Business either involving more than
$1,500,000 or outside the Ordinary Course of Business;



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(v) Seller has not delayed or postponed the payment of accounts payable or other Liabilities in
connection with the Business beyond Sellers Ordinary Course of Business;

(vi) Seller has not issued any note, bond or other debt
security or created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligation in connection with the Business either involving more than $50,000 individually or $100,000 in the aggregate;

(vii) Seller has not granted any license or sublicense of any rights under or with respect to any Intellectual Property;

(viii) Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to the Acquired Assets;

(ix) Seller has not granted any increase in the base compensation of any of the Business Employees of the Key Business Employees outside the Ordinary
Course of Business;

(x) Seller has not made any other change in employment terms for any of the Business Employees or Key Business
Employees outside the Ordinary Course of Business;

(xi) Seller has not entered into any employment agreement or collective bargaining
agreement, written or oral, or modified the terms of any existing such contract or agreement with respect to any of the Business Employees or Key Business Employees;

(xii) Seller has not sold or otherwise transferred any Intellectual Property;

(xiii) To the Knowledge of
Seller, there has not been any other material occurrence, event, incident, action, failure to act, or transaction in connection with the Business outside the Ordinary Course of Business;

(xiv) Except as set forth in Section 3.13 of the Seller Disclosure Schedule, neither Seller nor its Affiliates has made any offer of employment to
the Key Business Employees; and

(xv) Seller has not committed to any of the foregoing.

3.14 Legal Compliance. Seller has complied in all material respects with all laws, ordinances, rules, regulations, orders, filings, judgments, and
decrees of any Governmental Authority applicable to the operation of its Business or to the Acquired Assets and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice is currently pending or, to the
Knowledge of Seller, threatened against Seller alleging any failure so to comply. To Sellers Knowledge, Seller has not received any notification, warning or inquiry from, or given any notification to or had any communication with, any
Governmental Authority, with respect to any violation or alleged or possible violation of any law (including any Environment, Health and Safety Laws) that may be applicable to the Business, nor are any facts known to Seller that may reasonably be
expected to give rise to any such notification, warning or inquiry. Section 3.14 of the Seller Disclosure Schedule sets forth all licenses, permits, certificates and other governmental authorizations (collectively, Permits)
necessary to the conduct of the Business and whether such



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Permit is freely transferable or assignable, and the party or parties whose consent is required for such transfer or assignment. Seller has all Permits
required to conduct the Business, all of which are in good standing, valid, and effective. Other than Seller, no Person or Affiliate of the Seller holds any Permit relating to the Business or the Acquired Assets. Seller shall use its commercially
reasonable efforts to assist Purchaser in obtaining all Permits necessary for the ownership and operation of the Acquired Assets and the Business.

3.15 Tax Matters. All Tax Returns required to be filed by Seller in connection with the operation of the Business or the ownership, use or operation of the Acquired Assets have been timely filed and in the manner prescribed by law.
Such Tax Returns filed for the five preceding calendar years reflect accurately all material Liabilities for Taxes required to be paid in connection with the operation of the Business for the periods covered by such Tax Returns. Except as set forth
on Section 3.15 in the Sellers Disclosure Schedule, all Taxes owed in connection with the operation of the Business or the ownership, use or operation of the Acquired Assets have been paid in full or, to Sellers Knowledge,
appropriate provision for payment has been made including all estimated Tax payments due and payable through the date hereof. All Taxes being disputed in good faith are listed on Section 3.15 in the Sellers Disclosure Schedule. To
Sellers Knowledge, Seller currently has no Liability for any Tax under the law of any jurisdiction that would subject Purchaser or the Acquired Assets to successor Liability under such jurisdictions law for such Tax. Except as set forth
on Section 3.15 of the Seller Disclosure Schedule, there is no pending audit, examination or proceeding by any Governmental Authority with respect to the Business or the Acquired Assets relating to the assessment or collection of any Taxes.

3.16 Intentionally Omitted.

3.17 Intellectual Property.

(a) Seller owns or has the right to use pursuant its ownership of the Intellectual Property or
pursuant to license, sublicense or other agreement all Intellectual Property used and/or necessary for the current operation of the Business. Each item of Intellectual Property owned or used by Seller immediately prior to the Closing hereunder will
be owned or available for use by Purchaser on identical terms and conditions immediately subsequent to the Closing hereunder. Seller has taken commercially reasonable action to maintain and protect each item of Intellectual Property that it owns or
uses.

(b) Except to the extent that the ownership of the mark MITCHELLS OCEAN CLUB (Ser. No. 77/038135) is not
otherwise limited by the U.S. Patent & Trademarks Office initial refusal to register it under Section 2(d) of the Lanham Act 15 U.S.C. §1052(d), to the Knowledge of Seller, Seller has not interfered with, infringed upon,
misappropriated, or otherwise come into conflict with any Intellectual Property rights of third parties, and Seller has not received any charge, complaint, claim, demand, opposition, cancellation, or notice alleging any such interference,
infringement, misappropriation, or violation (including any claim that Seller must license or refrain from using any Intellectual Property rights of any third party). To the Knowledge of Seller, no third party has interfered with, infringed upon,
misappropriated, or otherwise come into conflict with any Intellectual Property rights of Seller.



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(c) Section 3.17 of the Seller Disclosure Schedule identifies all Intellectual Property used by
Seller and necessary in connection with the operation of the Business, including every trade name, service name, registered trademark, registered service mark, unregistered trademark, unregistered service mark, all copyrightable works, including
without limitation, all photographs, photographic negatives, photographic images (digital or otherwise), advertisements, ad copy, web layout and design, web copy and content, menus, menu language and design, gift card design, artwork, architectural
drawings and plans, lyrics and composition of music, sound recordings, videos and video images, all copyrights, all trade secrets, all domain names, all patents, all inventions, all trade dress, and assignable computer software. With respect to the
Intellectual Property, including those items identified in Section 3.17 of the Seller Disclosure Schedule:

(i) Seller possesses all
right, title and interest thereto, free and clear of any Lien, license, or other restriction of any kind or nature, except for those copyrighted works created or developed for or on behalf of Seller to use or that are useful in connection with the
Business and for which Seller will use commercially reasonable efforts to obtain written assignments for as set forth in Section 5. 1(o);

(ii) none are subject to any outstanding injunction, judgment, order, decree, ruling or charge;

(iii) no action, suit,
proceeding, hearing, investigation, charge, opposition, cancellation, complaint, claim or demand is pending or, to the Knowledge of Seller, is threatened which challenges the legality, validity, enforceability, use or ownership thereof;

(iv) Seller has never agreed to indemnify any Person for or against any interference, infringement, misappropriation, or other conflict with respect
thereof; and

(v) with respect to registered and common law service marks and trademarks, none can be considered to be abandoned as that
term is defined in 15 U.S.C § 1127, and Seller has not discontinued use of such marks with intent not to resume such use, and

(vi)
with respect to the copyrightable works, none were created before March 1, 1989.

(d) Section 3.17 of the Seller Disclosure Schedule
identifies Intellectual Property that any third party owns and that Seller uses in connection with the Business pursuant to license, sublicense, agreement or permission. Seller has delivered to Purchaser or shall deliver to Purchaser by Closing,
correct and complete copies of all such licenses, sublicenses, agreements and permissions (as amended to date). With respect to each item of Intellectual Property that is owned by any third party, including items that are identified in
Section 3.17 of the Seller Disclosure Schedule:

(i) Any license, sublicense, agreement or permission thereof is legal, valid, binding,
enforceable and in full force and effect and Seller shall obtain such consents as are necessary to assign all such licenses, sub-licenses, agreements or permissions to Purchaser at Closing;



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(ii) to the Knowledge of Seller, no party to the license, sublicense, agreement or permission is in
breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification or acceleration thereunder;

(iii) no party to the license, sublicense, agreement or permission has repudiated any provision thereof;

(iv) to the Knowledge of Seller, the underlying item of Intellectual Property is not subject to any outstanding injunction, judgment, order, decree,
ruling or charge;

(v) to the Knowledge of Seller, no action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand
is pending or threatened which challenges the legality, validity or enforceability of the underlying item of Intellectual Property; and

(vi) Seller has never granted any sublicense or similar right with respect to the license, sublicense, agreement or permission.

3.18 Tangible Assets. In all material respects, each tangible asset included within the Acquired Assets is free from defects (patent and latent), has been maintained in accordance with normal industry practice, is in good operating
condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it presently is used.

3.19
Contracts. Section 3.19 of the Seller Disclosure Schedule lists the following contracts and other agreements to which Seller is a party or is bound in connection with the Business on the date hereof and identifies each such contract (if
any) in which (i) an officer, director, member, manager or employee of Seller or (ii) an Affiliate of Seller has or holds (directly or indirectly) a material interest (and Seller will update the Schedule as necessary at least five
(5) days prior to Closing):

(i) any agreement (or group of related agreements), for the lease of personal property to or from any
Person;

(ii) any agreement (or group of related agreements) requiring capital expenditures or for the purchase or sale of raw materials,
commodities, supplies, products or other personal property, or for the furnishing or receipt of services (including advertising and marketing services), the performance of which will extend over a period of more than 30 days, result in a loss to
Seller, or involve consideration in excess of $100,000;

(iii) any agreement concerning a partnership or joint venture;

(iv) any agreement (or group of related agreements) under which Seller has created, incurred, assumed or guaranteed any indebtedness for borrowed money,
or any capitalized lease obligation, in excess of $500,000 or under which it has granted a Lien with respect to any of the Acquired Assets;

(v) any agreement concerning confidentiality or noncompetition;



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(vi) any collective bargaining agreement;

(vii) any agreement for the employment of any Key Business Employee providing annual salary (excluding bonus) in excess of $50,000 or providing severance
benefits;

(viii) any agreement under which Seller has advanced or loaned any amount to any of the Business Employees or Key Business
Employees outside the Ordinary Course of Business;

(ix) any agreement under which the consequences of a default or termination could have
a materially adverse effect on the financial condition, operations, results of operations or future prospects of the Business;

(x) letters
of intent with respect to the construction and/or establishment of contemplated Restaurants; and

(xi) any other agreement (or group of
related agreements) the performance of which involves annual consideration in excess of $250,000.

Seller has delivered to
Purchaser a correct and complete copy of each written agreement listed in Section 3.19 of the Seller Disclosure Schedule and a written summary setting forth the terms and conditions of each oral agreement referred to in Section 3.19 of the
Seller Disclosure Schedule. With respect to each such agreement that is listed in Section 3.19 of the Seller Disclosure Schedule, except as described in Section 3.19 of the Seller Disclosure Schedule: (A) the agreement is legal, valid,
binding, enforceable and in full force and effect and was entered into on an arms length basis; (B) to the Knowledge of Seller, no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a
breach or default, or permit termination, modification or acceleration, under the agreement; and (C) to the Knowledge of Seller, no party has repudiated any provision of the agreement.

3.20 Litigation. Section 3.20 of the Seller Disclosure Schedule sets forth each instance in which Seller, in connection with the operation of
the Business, (i) is subject to any outstanding injunction, judgment, order, decree, ruling, or charge, or (ii) is a party or, to the Knowledge of Seller, is threatened to be made a party to any action, suit, proceeding, hearing, or
investigation of, in, or before any court or quasi-judicial or Governmental Authority of any foreign, federal, state or local jurisdiction or before any arbitrator. Except as set forth in Section 3.20 of the Seller Disclosure Schedule, there is
no litigation, arbitration, known investigation, proceeding or controversy (including, without limitation, unsettled claims) relating to the Business or the Acquired Assets, or to Sellers ability or right to sell the Acquired Assets, pending
or, to the Knowledge of Seller, threatened by or against Seller by any Person or before any Governmental Authority.

3.21 Sellers
Employees.

(a) Section 3.21 of the Seller Disclosure Schedule sets forth a list of all of the employees of Seller employed as of
the date hereof in connection with the Business (by type or classification) and their respective rates of compensation (including the portions thereof attributable



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to bonuses or other extraordinary compensation), benefits and length of employment, also as of the date hereof. Sellers employees identified on such
list as hourly employees or non-management employees are referred to herein as the Business Employees and Sellers employees identified on such list as management employees are referred to herein as the Key Business
Employees.

(b) To the Knowledge of Seller, no Key Business Employee has any plans or has notified Seller that such employee intends
to terminate employment with Seller.

(c) Seller is not a party to any collective bargaining agreement or other contract or understanding
with a labor union relating to the Business Employees, and to the Knowledge of Seller there are no labor union organizational efforts underway or threatened involving any of the Business Employees. There are no labor disputes, or employment related
claims, lawsuits or grievances pending, or to the Knowledge of Seller threatened, against or otherwise affecting the Business. There are no employment contracts or employment agreements with any Business Employees or Key Business Employees.

(d) Seller will deliver any and all necessary notices to the Business Employees and the Key Business Employees relating to the
transactions contemplated by this Agreement, including without limitation any notices required by the WARN Act.

(e) Seller has at all
times complied in all material respects with all federal, state and local laws, rules, regulations, orders, judgments, decrees, ordinances and other statements of authority pertaining to employment of the Business Employees and the Key Business
Employees, including without limitation all (i) employment eligibility verification forms, (ii) all immigration and alien employee regulations and laws, (iii) group health plans of Seller to which Part 6 of Subtitle B of Title I of
ERISA and Section 4980B of the Code (such statutory provisions and predecessors thereof are referred to herein collectively as COBRA) applies and that cover employees of the Business, (iv) the Americans with Disabilities Act
and (v) payment of withholding taxes for or on behalf of employees.

(f) Seller has provided to Purchaser complete copies of all
employee files including Business Employee files on disk and Key Business Employee files on disk or however maintained by Seller.

3.22
Employee Benefit Plans.

(a) Seller shall retain, and Purchaser will not assume, any obligation or Liability due to or because of any
past service Liability of any of the Business Employees or Key Business Employees or otherwise, vested benefits, retirement plan or other obligations under local, state or federal law (including ERISA) resulting from the acquisition of the Acquired
Assets or from the employment of the Business Employees and the Key Business Employees by Purchaser.

(b) Except as set forth in
Section 3.22 of the Seller Disclosure Schedule, Seller does not maintain or contribute to any Employee Benefit Plan that cover the Business Employees or the Key Business Employees. Such schedule shall include each retirement plan and welfare
plan, including each hospitalization, medical, dental, and Code Section 125 medical reimbursement plans (Health Plans) that applies and that covers the Business Employees and Key Business Employees.



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(c) Intentionally Omitted.

(d) Neither Seller nor any ERISA Affiliate maintains, has ever maintained or become obligated to contribute to any Employee Benefit Plan that is a subject to Title IV of ERISA. Seller has not within the last five
years engaged in, nor is a successor corporation to any entity that has engaged in, a transaction described in Section 4069 of ERISA. The Acquired Assets are not subject to a lien by the PBGC.

(e) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code has been the subject of an Internal Revenue Service
determination letter, and, to the knowledge of Sellers, no event has occurred since the issuance of any such determination letter that would create a material risk of revocation of any such determination letter.

3.23 Environment, Health, and Safety.

(a) Except as described in Section 3.23 of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties has complied with all Environmental, Health, and Safety Laws with respect to the Acquired Assets, and no
action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, alleging any failure so to comply.
Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in
connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental,
Health, and Safety Laws.

(b) To the Knowledge of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled or
disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property
or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for
(i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in
connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law.

(c) To the
Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances.

(d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health



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and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with
respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business.
Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental
cleanup with respect to the Acquired Assets.

(e) Seller has delivered to Purchaser true and complete copies and results of any reports,
studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning
compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

3.24 Assumed Liabilities. Except as set forth in Section 3.24 of the Seller Disclosure Schedule, all Assumed Liabilities have arisen in the
Ordinary Course of Business, are bona fide and are properly recorded on the books of Seller in accordance with GAAP.

3.25
Insurance. Seller has in force adequate fire and other risk insurance covering the full replacement value of the Acquired Assets including the full replacement value of the real property improvements owned by Seller or 1245 Properties and
shall maintain such insurance in full force until the Closing Date. Seller also has in force, and will maintain until the Closing Date, adequate general liability insurance in amounts consistent with industry standards for similar businesses.

3.26 Gift Cards. Other than the Gift Cards and the Bonus Cards, Seller has no Liability in respect of any gift cards, coupons,
discounts or similar Liabilities with respect to the Business or the Acquired Assets.

3.27 Disclosure. Seller has delivered or made
available to Purchaser all of the items requested to date in connection with Purchasers inspection of the Business and the Acquired Assets. No representation or warranty by Seller in this Agreement or any Ancillary Agreement to which it is a
party and no exhibit, document, statement, certificate or schedule furnished or to be furnished to Purchaser by Seller pursuant hereto (including the Seller Disclosure Schedule) or thereto, or in connection with the transactions contemplated hereby
or thereby, or any other items or materials delivered or made available in connection with the Purchasers inspection, contains or will contain on the Closing Date any untrue statement of a material fact, or omits or will omit on the Closing
Date to state a material fact necessary to make the statements contained herein or therein not misleading, or necessary to provide adequate and complete information as to the Acquired Assets and Business.



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ARTICLE IV  REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Seller that the statements contained in this Article IV are correct and complete as of the date of this Agreement
and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV).

4.1 Organization. Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and
has the corporate power and authority to carry on its business substantially as it is being conducted on the date hereof. Purchaser is duly qualified and licensed to do business in each jurisdiction where the conduct of its business requires such
qualification.

4.2 Authorization of Transaction. Purchaser has full corporate power and authority to execute, deliver and perform
its obligations under this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. This Agreement and each Ancillary Agreement to which it is a
party have been duly executed and delivered by Purchaser and constitute the valid and legally binding obligations of Purchaser, enforceable in accordance with their respective terms and conditions, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally or by general equitable principles.

4.3 Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate, breach or conflict with any provision of, or
require any consent, authorization or approval under, any constitution, statute, law, regulation, rule, injunction, judgment, order, decree, ruling, charge, Permit or other restriction of any government, Governmental Authority, or court to which
Purchaser or any of its assets is subject or any provision of the Articles of Incorporation or Bylaws of Purchaser, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the
right to accelerate, terminate, modify, or cancel, or require any consent, authorization or approval or notice under any agreement, contract, lease, license, instrument, or other arrangement to which Purchaser is a party or by which it is bound or
to which any of its assets is subject. The execution and delivery by Purchaser of this Agreement, the performance by Purchaser of its obligations hereunder, and the consummation by Purchaser of the transactions contemplated hereby do not require
Purchaser to obtain any consent, approval or action of, or make any filing with or give any notice to any governmental agency or authority except for the expiration or early termination of the applicable waiting period under the H-S-R Act and any
administrative actions described in Section 5.1(d) below.

4.4 Brokers Fees. Except for brokers fees to be paid to
William C. Sinton, Purchaser has no Liability or obligation to pay any fees or commissions to any broker, finder, consultant or agent with respect to the transactions contemplated by this Agreement for which Seller could become liable or obligated
or to which the Acquired Assets could become subject.



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4.5 Legal Compliance. Purchaser has complied in all material respects with all applicable laws
(including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local and foreign governments (and all agencies thereof), and no action, suit, proceeding, hearing,
investigation, charge, complaint, claim, demand, or notice is currently pending or, to the Knowledge of Purchaser, threatened against Purchaser alleging any failure so to comply.

4.6 No Financing Contingency; Sufficiency of Cash on Hand. Purchasers obligation to purchase the Acquired Assets hereunder is not contingent
upon Purchaser obtaining financing. Purchaser has or on the Closing Date will have sufficient cash, available lines of credit or other sources of immediately available funds to enable Purchaser to pay the Purchase Price at the Closing.

4.7 Due Diligence Investigation. Purchaser and its representatives have conducted a due diligence review of the Business and acknowledges that
Seller has afforded Purchaser and its representatives full and complete access to the books and records, financial statements, facilities, employees and such other information of the Business as Purchaser has requested to evaluate the operations,
properties, assets, Liabilities and prospects of the Business. Other than confirmatory due diligence and due diligence related to Intellectual Property, Purchaser represents and warrants that no significant additional due diligence is required by
Purchaser prior to the Closing Date in the absence of notice by Seller of developments that materially adversely impact its representations or warranties or events that may reasonably lead to a Material Adverse Effect.

4.8 Disclosure. No representation or warranty by Purchaser in this Agreement or any Ancillary Agreement to which it is a party and no exhibit,
document, statement, certificate or schedule furnished or to be furnished to Seller by Purchaser pursuant hereto or thereto, or in connection with the transactions contemplated hereby or thereby, contains or will contain on the Closing Date any
untrue statement of a material fact, or omits or will omit on the Closing Date to state a material fact necessary to make the statements contained herein or therein not misleading.

ARTICLE V  CERTAIN OBLIGATIONS PRIOR TO CLOSING

5.1 Covenants. The
parties agree as follows with respect to the period between the execution of this Agreement and the Closing:

(a) General. Each of
the parties will use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist the other party in doing, all things necessary, proper, or advisable in order to consummate and make
effective, the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Article VIII below).

(b) Regulatory Filings. Seller and Purchaser shall make all necessary regulatory filings as soon as practicable, but in no event later than ten (10) business days from the date of this Agreement, including
without limitation, those required under the H-S-R Act in order to facilitate prompt consummation of the transactions contemplated by this Agreement. In addition, Seller and Purchaser shall use commercial reasonably efforts, and shall cooperate
fully with each other, to comply as soon as practicable with all governmental requirements applicable to, or necessary for the



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consummation of, the transactions contemplated hereby. Seller and Purchaser shall provide such information and communications to Governmental Authorities as
such Governmental Authorities may request, including Seller cooperating with Purchaser in reporting or making application to any applicable state, county or municipal liquor license board or authority in connection with the consummation of the
transactions contemplated hereby prior to Closing and reasonably cooperating in the resolution of the administrative actions (if any) brought before such Governmental Authorities prior to Closing. Each of the parties shall provide the other party
copies of all applications filed or submitted with Governmental Authorities in connection with this Agreement and shall keep the other party apprised of the status of matters relating to completion of the transactions contemplated hereby.

(c) Notices and Consents. Promptly after execution of this Agreement, Seller will apply for or otherwise seek, give any notices to
third parties, and use its commercially reasonable efforts to obtain any third party consents and approvals, that are required for consummation of the transactions contemplated hereby. Seller will give any notices to, make any filings with, and use
its commercially reasonable efforts to obtain any authorizations, consents and approvals of third parties necessary for the assignment to Purchaser of the agreements, contracts, leases, licenses and other arrangements identified in Section 3.14
and Section 3.19 of the Seller Disclosure Schedule. In the event any such third party consent, approval or authorization is not obtained prior to the Closing, the agreement, contract, lease or arrangement relating thereto shall not be included
among the Acquired Assets and the executory obligations of Seller under such agreement, contract, lease or arrangement shall not be included among the Assumed Liabilities. Nothing in this section 5.1(c) shall be construed as waiver of the conditions
to Purchasers obligation to Closing set forth in Section 8.1 hereof including Section 8.1(q) and Section 8.1(u).

(d)
Operation of Business. Except as expressly provided in Section 5.1(d) of the Seller Disclosure Schedule, Seller will not engage in any practice, take any action, or enter into any transaction in connection with the Business or
Acquired Assets outside the Ordinary Course of Business and in a manner consistent with past practices of the Seller. Without limiting the generality of the foregoing, except as expressly provided in Section 5.l(d) of the Seller Disclosure
Schedule, Seller will not otherwise engage in any practice, take any action or enter into any transaction of the sort described in Section 5.1(e) below.

(e) Prohibited Transactions. Seller shall not (a) sell or dispose of, or authorize or propose the sale or disposition of, any of the Acquired Assets (other than (i) the sale of Inventory in the
Ordinary Course of Business, which shall be replenished to maintain the levels set forth in Exhibit L and (ii) the sale and/or replacement of obsolete or damaged equipment in the Ordinary Course of Business); (b) make any
significant change in its methods of management, marketing, or operating (or practices relating to trade accounts or to other payments) or make any change in its accounting methods; (c) other than in the Ordinary Course of Business, authorize
any capital expenditures; (d) allow any Lien to be placed on any of the Acquired Assets other than purchase money liens and capital leases incurred in the Ordinary Course of Business, provided, that, such Liens are promptly disclosed to
Purchaser and are released on or before the Closing Date; (e) enter into (i) any contract that provides for payments to another Person by Seller other than in the Ordinary Course of Business provided, that, any such contracts that are
entered into by Seller are promptly disclosed to Purchaser or (ii) other transactions in connection with the operation of its Business, of any nature whatsoever, which may have a Material Adverse Effect; (f) amend, cancel, terminate or



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default under any material contract or commitment of its Business, including, without limitation, any of leases or assigned contracts or (g) other than
in the Ordinary Course of Business, commit to take or take any action with respect to increasing, or make or commit to make any other adjustment to, the existing salary or compensation package of any Business Employee or Key Business Employee, or
(h) without the prior written consent of Purchaser, enter into any lease of real property that will be assigned to Purchaser at Closing.

(f) Preservation of Business. Seller shall preserve its Business intact, including maintaining (a) all Permits, consents or approvals required by applicable law and (b) the current relationships of the Business with
customers, suppliers, employees, and others having business relationship with the Seller, including without limitation maintenance of Inventory as defined and set forth on Exhibit L.

(g) Notice of Developments.

(i)
Seller shall give prompt notice to Purchaser of the following:

(A) the occurrence or nonoccurrence of any event that would be likely to
cause either (1) any representation or warranty of such Seller contained in this Agreement, or in connection with the transactions contemplated hereunder, to be untrue or inaccurate at any time from the date hereof to the Closing Date, or
(2) directly or indirectly, any Material Adverse Effect; or

(B) any material failure of Seller, or any officer, director, employee
or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; or

(C)
any proposal together with the terms thereof, however communicated and in whatever form transmitted, regarding (1) any merger of Seller into or with another Person, (2) any purchase or sale of any material portion of its Assets or the
equity interest in Seller, (3) any other similar business combination or transaction involving Seller or any Affiliate of Seller, or (4) any other indication of interest on the part of any Person with respect to any of the foregoing.

(ii) Purchaser shall give prompt notice to the Seller of the following:

(A) the occurrence or nonoccurrence of any event that would be likely to cause any representation or warranty of Purchaser contained in this Agreement to
be untrue or inaccurate at any time from the date hereof to the Closing Date; or

(B) any material failure of Purchaser, or any officer,
director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.

(iii) Notwithstanding the foregoing, the delivery of any notice pursuant to this Section shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.



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(h) Exclusivity. Seller will not (i) solicit, initiate, or encourage the submission of any
proposal or offer from any Person relating to the acquisition of any capital stock or other voting securities, or any of the Acquired Assets, of Seller (including any acquisition structured as a merger or consolidation) or (ii) participate in
any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing. Seller will notify Purchaser
promptly if any Person makes any written proposal or offer with respect to any of the foregoing that the Seller believes in good faith to be bona fide.

(i) Release of Mitchell Personal Guaranty Obligations. Purchaser shall use its best efforts to obtain the release of Mitchell from any personal guaranty obligation under any of the Real Property Leases or in
respect of all or any portion of the POS Lease Amount on or prior to the Closing.

(j) Documentation of Transfer of Restaurant
Concepts. In accordance with that certain Restaurant Concept Development Agreement dated as of February, 1998, as amended from time to time, by and between Seller and Columbus Restaurant Development Company, Ltd. (the Restaurant Concept
Agreement), Seller shall, on or before the Closing Date, cause the execution and delivery of one or more assignments and bills of sale in the form set forth as Exhibit N attached hereto documenting the transfer and assignment
of the specific Restaurant Concepts (as defined in the Restaurant Concept Agreement and including Mitchells Fish Market and Camerons Steakhouse) relating to the Business, including any Intellectual Property (as that term is defined in
Exhibit N) related to the Restaurant concepts that may be owned by Columbus Restaurant Development Company, Ltd., an Ohio limited liability company, to Seller.

(k) Amendment of Operating Agreement. Prior to the Closing Date, Seller shall cause Manager to amend the Operating Agreement pursuant to Section 11.1 thereof solely for the purpose of continuing the
business of Seller following a dissolution event which is defined therein to include a sale of all or substantially all of Sellers assets.

(l) Amendment of certain Real Property Leases. Prior to the Closing Date, Seller shall obtain amendments to the Real Property Leases for the Camerons Steakhouse Restaurant in Scottsdale, Arizona and Birmingham, Michigan to
eliminate or waive any radius restriction that may conflict with any restaurant Purchaser or its franchisees currently operates or Purchaser has notified Seller in writing that it or any of its franchisees has current intentions to develop.

(m) Additional Financial Statements. Seller shall deliver to Purchaser not less than three business days prior to Closing Date
(i) the audited annual financial statement of Seller doing business as Mitchells Steakhouse and Camerons Steakhouse (but excluding the Camerons Steakhouse located in Glendale (Milwaukee, WI) for the
periods ending December 31, 2005 and December 31, 2006 and (ii) unaudited financial statements of Seller (x) doing business as Mitchells Fish Market and Columbus Fish Market and (y) doing
business as Mitchells Steakhouse and Camerons Steakhouse (but excluding the Camerons Steakhouse located in Glendale (Milwaukee, WI) for the fiscal quarter ending within 45 days prior to the Closing Date.



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(n) Service Mark Registration Applications. Within ten (10) calendar days following the date
of this Agreement, Seller shall cause application(s) to register the marks Columbus Fish Market, Mitchells Steakhouse, and Camerons Steakhouse to be filed at the U.S. Patent & Trademark Office
in Class 43 for restaurant and bar services; provided, however, that on the application to register the service mark Camerons Steakhouse, Seller shall specify the services in Class 43 as Steakhouse and seafood
restaurant services. Seller shall file concurrently with each application a Petition to Make Special seeking expedited examination treatment of the application(s) pursuant to 37 C.F.R. § 2,146(a), and thereafter shall take all
actions necessary to prosecute the applications and obtain registrations thereof. Prior to Seller filing the applications) and petition(s), Purchaser shall review and approve each. Seller shall advise Purchaser of any refusals or objections to the
applications made by the PTO or third parties, and coordinate responses to same with Purchasers approval. These applications, should they not mature into registrations prior to Closing, will be assigned by Seller to Purchaser at the Closing.
In the event the applications do mature into registrations, the registrations will be assigned by Seller to Purchaser at Closing. In the event the applications do not mature into registrations prior to Closing, Seller will assign the applications to
Purchaser at Closing and Purchaser will thereafter have the sole responsibility to maintain the applications and prosecute same before the PTO, including the payment of fees and costs, including attorneys fees, associated therewith.

(o) Copyright Assignments. Seller shall specifically identify each and every original work of authorship (Works) that
is or may be copyrightable, registered or unregistered, and is used or useful in the Business, and amend Seller Disclosure Schedule 3.17 hereto to accurately reflect same,

(i) Assignments: Seller will use commercially reasonable efforts, which will not include the payment of any monetary consideration whatsoever, to obtain
written assignments to Seller of the exclusive and full ownership of the Works from all third party providers who have created those Works, but only those Works for which the copyrights have not already been assigned to or are currently owned by
Seller.

(ii) In the event any such third party refuses to assign the Work(s) to Seller absent monetary payment, Seller shall immediately
advise Purchaser of the nature of the Work(s) involved and amount of such payment, and Purchaser shall then have the option, in its sole discretion, to make such payment (or other negotiated amount) on Sellers behalf at or before the Closing
to obtain such assignment. Other than as part of this procedure, Seller shall not, in obtaining the assignments, offer or suggest that Purchaser will compensate third party providers for such assignments.

(iii) In the event a third party refuses to assign the Work(s) to Seller regardless of payment, Seller shall immediately notify Purchaser of the nature
of the Work(s) and the third partys reason(s) for refusing to assign, and thereafter provided that the Work(s) is material to the operation of the Business, Seller will facilitate further negotiations between Seller, Purchaser and the third
party to obtain such assignment, provided however, if such negotiations result in an agreement to assign the Work(s) in exchange for monetary consideration, Seller shall be responsible for such consideration either by making payment directly to the
third party or reimbursing Purchaser for same.



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(p) General Manager Description. Seller shall deliver to Purchaser on or before the Closing Date a
detailed description prepared by the general managers of each Restaurant of the relevant valet parking contracts and arrangements, off-site parking leases, parking plans, rights and accommodations that are not expressly contained in the Real
Property Leases.

5.2 Risk of Loss. The risk of any loss or destruction to any of the Acquired Assets by fire or other casualty or
cause shall be borne by Seller at all times prior to the Closing. Upon the occurrence of any loss, damage or destruction to any of the Acquired Assets as a result of fire, or act of God or other casualty cause or any judicial or Governmental
Authority proceeding prior to the Closing, Seller shall immediately notify Purchaser of same in writing stating with particularity the extent of loss or damage incurred, the cause thereof, if known, and the extent to which restoration, replacement
and repair of the Acquired Assets lost or destroyed will be reimbursed under any insurance policy with respect thereto. In the event the Acquired Assets or the operation of the Business can not be fully restored to its pre-casualty condition prior
to the Closing, then Purchaser may proceed to the Closing with an assignment of any and all proceeds (or the right to receive any such proceeds) that may be paid to reflect such loss or damage subject to Purchasers right to terminate this
Agreement pursuant to Section 9.3 hereof upon the occurrence of a Material Adverse Effect without further liability to Purchaser or Seller and subject to the condition to Purchasers obligation to close set forth in Section 8.1(g).

5.3 Further Assurances/Cooperation. At any time between the execution of this Agreement and the Closing Date, at Purchasers
request and without further consideration, Seller shall provide such materials and information and take such actions as Purchaser may reasonably deem necessary or desirable in order to more effectively consummate the transactions contemplated
hereby, including, without limitation any request by Purchaser for assistance to obtain any authorizations, consents, filings, approvals, and Permits necessary for Purchaser to consummate the transaction hereunder and otherwise to cause Seller to
fulfill its obligations under this Agreement. Seller shall cooperate and consult with Purchaser and its representatives, including making available Key Business Employees, as determined in the reasonable discretion of Seller. Such continuing
cooperation and any such consultation shall be conducted in a manner not to unreasonably interfere with the operation of the business of Seller.

5.4 Termination of Equipment Leases and Loans. Seller shall pay in full and terminate, as of or prior to the Closing Date, all of the equipment leases and equipment loans or advances identified in Section 5.4 of the Seller
Disclosure Schedule and the equipment and other property covered by such leases and loans shall be included in the Acquired Assets; provided, that, Seller and Purchaser acknowledge and agree that Seller may not pay in full the POS Lease Amount prior
to the Closing Date in which case on the Closing Date (i) the unpaid portion of the POS Lease Amount shall be assumed by Purchaser, (ii) the Purchase Price shall be reduced in accordance with Section 2.3(c) of this Agreement and
(iii) all of Sellers right, title and interest in and to the equipment and other property covered by the leases giving rise to the POS Lease Amount shall be included in the Acquired Assets.

5.5 Purchasers Access to Premises, Employees and Information: Confidentiality. Promptly following the execution of this Agreement by all
parties hereto (other than any intervenor), Seller shall, from time to time, upon reasonable notice to and coordination with the Sellers



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representative, which for this purpose shall be Diane Rimkus or any other individual subsequently designated by Seller in writing, grant Purchaser and its
counsel, accountants and other duly authorized representatives reasonable access during normal business hours to the Acquired Assets, premises, and all books and records relating to the operation of the Business and its employees.

(a) Purchaser shall cause its employees, agents, representatives, counsel, accountants and financial advisors (and their counsel and accountants) to hold
in confidence any and all information obtained from Seller and to refrain from disclosing such information (unless it is or becomes ascertainable from public sources or public disclosure is, in the good faith judgment of Purchaser, required by
law); provided, however,that nothing contained herein shall limit the right of any such persons to disclose any such information to Purchaser or its employees, agents, representatives, counsel, accountants and financial advisors (and their
counsel and accountants) for the purpose of facilitating the consummation of the transactions contemplated hereby.

(b) Purchasers
access hereunder and any inspections pursuant thereto shall not waive or release Seller from, or otherwise affect, any of their representations or warranties under this Agreement.

(c) Purchaser shall have access to Sellers employees for purposes of determining and making employment offers to such employees as set forth in
Section 6.1.

(d) Purchaser shall have access to Sellers operation of the Business to conduct additional due diligence as
reasonably requested by Purchaser.

5.6 Real Estate Matters.

(a) Purchaser, at its sole cost and expense, may order title policy Commitments (the Commitments) to be issued by a title company
reasonably acceptable to Purchaser (the Title Company), accompanied by copies of all recorded documents relating to restrictions, easements, rights-of-way, and other matters affecting the Fee Owned Property or the leased
Restaurant locations that are not located in lifestyle centers, office developments, condominium developments or major retail developments (the Leased Locations). The Commitments will commit the Title Company to issue at the Closing,
ALTA form of Title Insurance Policies to Purchaser, such policies to be in an amount as determined jointly by Purchaser and the Title Company and with such endorsements as are requested by Purchaser. Purchaser, at its sole cost and expense, may also
obtain one of more surveys of the Fee Owned Property and the Leased Locations at Purchasers expense (the Surveys). Purchaser shall promptly, but not later than forty five (45) days following the date of this Agreement,
notify the Seller in writing of objections to the condition of title set forth in the Commitments or on the Surveys which materially affect the merchantability of 1245 Properties title or the use of the Fee Owned Property or Sellers use
of the Leased Locations as presently utilized and do not constitute Permitted Liens (the Title Objections).

(b) Seller
may voluntarily undertake to eliminate any and all of the Title Objections to the satisfaction of Purchaser, but the Seller is under no obligation to do so. If, however, the Seller elects not to, or cannot, eliminate the Title Objections to the
reasonable satisfaction of Purchaser prior to the Closing Date and the Title Objections constitute a Material



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Adverse Effect, Purchaser may terminate this Agreement, within five (5) business days following Sellers notice that it will not or cannot
eliminate such Title Objections, pursuant to Section 9.3 hereof without further liability to Purchaser or Seller. If the Title Objections do not constitute a Material Adverse Effect, Purchasers obligation to close shall nevertheless
remain subject to the conditions set forth in Section 8.1 including Section 8.1(g).

(c) All title matters shown on the
Commitments and the Surveys which are not the subject of Title Objections shall be deemed to be Permitted Liens. Further, if Purchaser makes any Title Objections which Seller elects not to, or cannot, cure, and Purchaser elects to proceed to Closing
on the Closing Date, such Title Objections shall likewise be deemed Permitted Liens.

5.7 Environmental Matters. Purchaser, at its
sole cost and expense, may obtain an environmental site assessment report with respect to the Fee Owned Property and Leased Locations, which report shall be acceptable in form and substance to Purchaser in its sole discretion. Any such environmental
site assessment may include non-intrusive, non-damaging physical inspections of the Fee Owned Property and Leased Locations described above, a review of all relevant records in the possession or custody or under the control of the Seller, a review
of relevant Governmental Authority records and contact with Governmental Authority personnel, sampling activities and any other investigatory activities of a scope satisfactory to Purchaser in its sole discretion. Purchaser shall promptly, but not
later than forty five (45) days following the date of this Agreement, notify the Seller in writing of any objections to the condition of the Fee Owned Property or Leased Locations described above identified as a result of any environmental site
assessment report. Any such objection by Purchaser shall be deemed a Title Objection (defined in Section 5.6(a) above) and shall be governed by the rights and obligations of the parties set forth in Section 5.6(b) and (c) above.

5.8 Inventory Assessment. Seller will grant Purchaser access to its property to the extent necessary to do a physical Inventory
count at each Restaurant location within one (1) day prior to the Closing Date for purposes of determining the value of the Inventory.

5.9 Purchasers Financing. Seller shall use commercially reasonable efforts to cooperate with Purchaser in its efforts to consummate the financing, if any, of the transactions contemplated by this Agreement. Such commercially
reasonable efforts shall include, to the extent reasonably requested by Purchaser, (i) providing direct contact between prospective lenders and the officers and directors of Seller, (ii) providing information with respect to the Business
and Acquired Assets readily available to Seller in connection with Purchasers preparation of confidential information memoranda, preliminary offering memoranda, financial information and other materials to be used in connection with obtaining
such financing, (iii) cooperation with the marketing efforts of Purchaser and its financing sources for such financing, including participation in management presentation sessions, and (iv) providing reasonable assistance in obtaining any
consents of third parties necessary in connection with such financing.

ARTICLE VI  COVENANTS TO SURVIVE THE CLOSING

Seller hereby covenants and promises to Purchaser and, where expressly stated, Purchaser hereby covenants and promises to Seller, the following:



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6.1 Employees.

(a) The employment of all employees of Seller employed in connection with the Acquired Assets will be terminated by Seller as of the Closing Date. It is Purchasers intention and Purchaser may, but shall be under
no obligation to, offer employment to any or all eligible employees of Seller employed in connection with the Acquired Assets. If Purchaser offers employment to such employees, the salary offered (including any bonus) will be no less favorable than
the current salary paid to such employees on the date immediately preceding the Closing Date and with benefits no less favorable in any material respects than the benefits provided by Purchaser to its own similarly situated employees (the
Employment Offer). Purchaser shall not assume any of Sellers employment Liabilities that have accrued on or before the Closing Date, including without limitation unpaid FICA, FUTA, unemployment Tax, pension or profit-sharing
plan contributions, employee fringe benefits, Liabilities under the WARN Act, severance benefits, bonuses, vacation time or pay or incentive programs of any type, nor shall Purchaser acquire any interest in or obligation under any pension, profit
sharing, retirement or other plan of Seller. Seller shall retain all severance obligations, if any, to its employees. Seller shall retain all Liabilities relating to any Employee Benefit Plan.

(b) Seller or Sellers ERISA Affiliate shall maintain a Health Plan after the Closing Date and provide continuation of health coverage pursuant to
COBRA for all M&A Qualified Beneficiaries. M&A Qualified Beneficiaries means each individual who is a qualified beneficiary whose qualifying event occurred prior to or in connection with the sale of the
Acquired Assets and who is, or whose qualifying event occurred in connection with, a covered employee whose last employment prior to the qualifying event was associated with the Acquired Assets being sold. (The terms within quotes are as defined in
COBRA and its related regulations). On the Closing Date, all Business Employees and Key Business Employees hired by Purchaser shall become employees of Purchaser and not of Seller.

(c) Purchaser shall honor seniority of all Business Employees and Key Business Employees, for vacation purposes, who become employees of Purchaser (i.e.
if Sellers terminated employee would have been entitled to two weeks vacation in their position with Seller but would only be entitled to one week of vacation in the comparable position with Purchaser, such employee will receive two weeks
vacation, subject to all applicable vacation eligibility rules of Purchaser).

(d) Purchaser shall cooperate with Seller in making any
notices required by the WARN Act or other applicable federal or state laws.

(e) Purchaser shall notify Seller regarding which Business
Employees and Key Business Employees have been employed by Purchaser within ten (10) days following the Closing Date. Purchaser shall properly prepare and furnish to each Business Employee and Key Business Employee who is employed by Purchaser
and for whom U.S. Tax reporting is required a Form W-2 that shall reflect all wages and compensation paid to such Business Employee and such Key Business Employee for the entire calendar year in which the Closing Date occurs. Purchaser shall send to
the appropriate Social Security Administration office a duly completed Form W-3 and accompanying copies of the duly completed Forms W-2. Purchaser shall properly prepare and file a final Form 941 and Schedule D (Form 941) with respect to the
calendar year in which the Closing Date occurs.



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Seller shall furnish to Purchaser the Forms W-4 and W-5 of each Business Employee and Key Business Employee that Seller is timely notified is employed by
Purchaser for the portion of the calendar year up to and including the Closing Date. It is the intent of the parties hereto that the obligations of Seller and Purchaser under this Section 6.1 shall be carried out in accordance with Sections 5
and 6 of Revenue Procedure 2004-53. Seller shall remain responsible for Form W-2 reporting obligations for those Business Employees and Key Business Employees, if any, who do not become employees of Purchaser.

(f) Purchaser and Seller acknowledge that as of the Closing Date they will enter into the Shared Services Agreement, pursuant to which Seller shall
provide Purchaser with the services of certain of its employees to assist Purchaser in the transition period following the Closing Date.

6.2 Non-assignable Contracts and Permits and Liquor Licenses

(a) Nothing in this Agreement shall be construed as an attempt
to assign to Purchaser any Contract or Permit which by applicable law or its terms is non-assignable or the assignment of which would constitute a violation of law, contract, commitment, or other agreement. To the Knowledge of Seller, no Contract or
Permit is non-assignable or would, in the event it were assigned, constitute a violation of any law, contract, commitment or other agreement.

(b) If, as of the Closing Date, an attempted assignment of any Non-Material Contract or Permit (other than a Liquor License) would be ineffective or would affect Purchasers rights thereunder so that Purchaser would not in fact receive
all such rights (the Non-assigned Contracts and Permits), then such failure shall not affect the Closing except as hereinafter set forth. If a Liquor License has not been received for one or more Restaurants (the Affected
Restaurant), Seller shall cooperate with Purchaser in a mutually acceptable arrangement and to the extent not prohibited by law to provide Purchaser the benefit (including the economic benefit) of Sellers ability to sell and/or consume
alcoholic beverages on the premises at the Affected Restaurant, including but not limited to entering into on the Closing Date a management agreement substantially similar to that set out in Exhibit R. Further, Seller must obtain the written consent
of such third parties listed on Section 6.2 of the Seller Disclosure Schedule in connection with the transfer of certain Liquor Licenses into Purchasers name as licensee or co-licensee. If, and so long after the Closing Date as, such
assignment shall not have been made or such Liquor License not received, Seller shall: (i) to the extent that such action shall not result in violation of the Non-assigned Contracts and Permits or applicable law, transfer to Purchaser all
Acquired Assets and rights, including all monies, received in respect of the Affected Restaurants and the Non-assigned Contracts and Permits and hold the Affected Restaurants and Non-assigned Contracts and Permits in trust for Purchaser, and
(ii) to the extent that the provisions of clause (i) above are not sufficient to transfer all of the benefits (including the economic benefit) of the Affected Restaurants and the Non-assigned Contracts and Permits, or any of the
Non-assigned Contracts and Permits has been canceled as a result of the attempted assignment, take such actions (which, without limitation, may include entering into subcontracting arrangements with Purchaser) as are necessary to provide all of the
benefits (or the equivalent thereof, including the economic benefit) of the Affected Restaurants and the Non-assigned Contracts and Permits to Purchaser.



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(c) Nothing in this Section 6.2 shall derogate from the parties obligations under
Section 5.1(a). Further, Seller agrees and acknowledges that in addition to the conditions to Closing set forth in Section 8.1, Purchaser has no obligation to proceed to a Closing prior to the Termination Date as long as Purchaser has not
received the requisite Liquor Licenses for each of the Restaurants. If, on the Termination Date, Purchaser has not received a Liquor License for each of the Restaurants and all of the other conditions to Closing set forth in Article VIII have been
satisfied or waived, then Seller and Purchaser agree to consummate the transactions contemplated by this Agreement on the Termination Date (which will become the Closing Date) subject to clause (b) above of this Section 6.2.

6.3 Confidentiality. Purchaser and Seller, until the fifth (5th) anniversary of the date of this Agreement and notwithstanding the earlier termination of this Agreement, shall keep, and
shall cause their Affiliates, attorneys, accountants, counsel, financial advisors and other representatives to keep, any and all Confidential Information (as defined below) confidential and not to disclose any Confidential Information to any Person
other than such parties Affiliates, directors, managers, members, officers, employees or agents, and then only on a confidential basis; provided, however,that such parties may disclose Confidential Information (a) as required by
law, rule, regulation or judicial process, including as required to be disclosed in connection with the consummation of the transactions contemplated by this Agreement, (b) to such parties attorneys, accountants and financial advisors who
have agreed to keep the Confidential Information confidential in accordance with the terms hereof or (c) as requested or required by any Governmental Authority; and provided further that Purchaser may disclose such information to its financing
sources. Purchaser may also disclose this Agreement and related Confidential Information to the creditors, customers or potential customers of the Seller to the extent Purchaser reasonably determines that such disclosure is appropriate to facilitate
the fulfillment of the conditions precedent set forth in Article V hereof and to the extent the Confidential Information constitutes an Acquired Asset acquired by Purchaser, as necessary to run the Business after the Closing Date. For purposes of
this Agreement, the term Confidential Information shall include all information about Purchaser and its Affiliates, on the one hand, and the Seller and its Affiliates on the other hand, which has been furnished to the other
parties or their Affiliates pursuant to or in connection with this Agreement and any of the terms, conditions or other facts with respect to the negotiations of this Agreement; provided, however,that the term Confidential
Information shall not be deemed to include information which (x) is or becomes generally available to the public other than as a result of a disclosure by Purchaser and its Affiliates, on the one hand, or the Seller and its Affiliates, on
the other hand, not permitted by this Agreement, (y) was available to the disclosing party on a non-confidential basis prior to its disclosure by the other parties to this Agreement or (z) becomes available to the disclosing party on a
non-confidential basis from a person other than the other parties to this Agreement who, to the knowledge of the disclosing party, is not otherwise bound by a confidentiality agreement with the other parties to this Agreement or is not otherwise
prohibited from transmitting the relevant information to such parties.

6.4 Tax Matters.

(a) All material Tax Returns of Seller with respect to any Taxes that constitute Retained Liabilities and that are required to be filed after the Closing
Date by Seller with respect to



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Taxes for periods prior to the Closing Date which, if unpaid, might result in a lien on any of the Acquired Assets shall be filed by Seller and all Taxes
payable pursuant thereto shall be paid by Seller.

(b) Purchaser and Seller and their respective Affiliates shall cooperate in the
preparation and defense of all Tax Returns and Taxes with respect to the Business relating in whole or in part to taxable periods ending on or before or including the Closing Date that are required to be filed after such date. Such cooperation shall
include furnishing prior years Tax Returns or Tax Return preparation packages with respect to the Business illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and
furnishing such other information within such partys possession requested by the party filing such returns as is relevant to their preparation. In the case of any Tax Return, such cooperation shall also relate to any other taxable periods in
which one party could reasonably require the assistance of the other party in obtaining any necessary information. After the Closing Date, each of Seller and Purchaser shall furnish the other with copies of all correspondence received from any
Governmental Authority with respect to the Business in connection with any Tax audit or examination information request with respect to any period beginning prior to the Closing Date.

(c) Seller and its duly authorized representatives, at Sellers expense, shall have the sole right to supervise or otherwise coordinate any Tax
audit or examination process with respect to the Business and to negotiate, resolve, settle or contest any asserted adjustment to any Tax, or assert or prosecute any claim for refund or credit of any overpayment of any Tax for taxable periods ending
on or before the Closing Date, provided that Seller shall not settle, resolve or compromise such examination without the written consent of Purchaser if such settlement, resolution, or compromise could affect in any way the Business or the Acquired
Assets or the liability of Purchaser for any Taxes for any period. Except as otherwise provided herein or in any Ancillary Agreement, Seller shall be entitled to participate at its expense in the defense of any such claim relating to any taxable
period that includes the Closing Date and, with the written consent of Purchaser at Sellers sole expense, may assume the entire defense of such claim Without the prior written consent of Purchaser, Seller shall not take any action with respect
to any Tax Return or any Tax that would have any material affect on any Liability of Purchaser for any Tax or the obligation of Purchase to file any Tax Return.

(d) Notwithstanding anything herein to the contrary, the parties (including any Affiliates and Persons acting on behalf of any party) agree that each party (and each employee, representative, or other agent of such
party) may disclose to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure (as such terms are used in regulations promulgated under Code §6011) of the transactions contemplated by this Agreement and all
materials of any kind (including opinions or Tax analyses) provided to such party or such Person relating to such Tax treatment and Tax structure, except to the extent necessary to comply with any applicable federal or state securities laws;
provided, however, that such disclosure may not be made until the earlier of the date of (i) public announcement of discussions relating to the transactions contemplated by this Agreement, or (ii) execution of this Agreement. This
authorization is not intended to permit disclosure of any other information including (without limitation) (A) any portion of any materials to the extent not related to the transactions Tax treatment or Tax structure, (B) the
identities of the parties hereto, (C) the existence or status of any negotiations relating to this Agreement, (D) any



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pricing or other financial information (except to the extent such pricing or financial information is related to the transactions Tax treatment or Tax
structure), or (E) any other term or detail not relevant to the transactions Tax treatment or Tax structure.

(e) Seller shall
pay any and all Taxes, filing fees, recording fees or similar charges applicable to the purchase and sale of the Acquired Assets. Seller and Purchaser shall cooperate to deliver, prepare and file with the proper Governmental Authorities and public
officials, as and to the extent available and necessary, all appropriate exemption certificates or similar instruments as may be necessary to avoid the imposition of any sales, transfer and similar Taxes on the transfer of the Acquired Assets
pursuant hereto.

6.5 Continuing Existence of Seller. Seller shall maintain its limited liability company existence and shall not
liquidate or wind down its affairs for a period of not less than sixty (60) months after the Closing Date.

6.6 Post-Closing
Audited Financial Statements. Seller shall cooperate in good faith (including making available appropriate employees and outside accountants and providing relevant information and access to relevant information), during normal business hours and
upon reasonable advance notice, with Purchasers preparation within sixty (60) days after the Closing, at Purchasers expense, of audited financial statements (prepared in accordance with GAAP and Securities Exchange Act Reg. S-X) for
the operations of Mitchells Fish Market, Columbus Fish Market, Camerons Steakhouse (Michigan) and Mitchells Steakhouse for the fiscal periods ended December 31, 2006 and December 30, 3007, together with a report on such
financial information by the PCAOB registered accounting firm thereon.

6.7 Gift Cards. After the Closing Date it is contemplated
that Gift Cards issued by Seller prior to the Closing Date and which are not redeemed prior to the Closing Date will be presented to Purchaser for redemption. Following the Closing Date, Purchaser shall recognize and honor such Gift Cards upon
presentation. Subject to this Section 6.7 and the Gift Card Escrow Agreement, for a period of eighteen (18) months (the Gift Card Liability Period), Seller shall reimburse and indemnify Purchaser for any such amount in
accordance with Section 7.2 and Section 7.8 hereof. Seller and Purchaser shall enter into the Gift Card Escrow Agreement to provide for a cash escrow in the amount provided therein and such agreement will have a term of twelve
(12) months following the Closing Date. Following the twelfth month after the Closing Date, the Gift Card Escrow Agent shall deliver to Seller the remaining balance of the Gift Card Escrow Account in accordance with the Gift Card Escrow
Agreement. Disbursements to Purchaser in connection with the redemption of Gift Cards during the period of the Gift Card Escrow Account shall be in accordance with the terms, and subject to the conditions, set forth in the Gift Card Escrow
Agreement. Disbursements by Purchaser in connection with the redemption of Gift Cards after the twelfth month following the Closing Date but before the Gift Card Liability Period has expired will be promptly reimbursed to Purchaser on a monthly
basis upon Sellers receipt of documentation evidencing Purchasers redemptions; provided, however, that as of the thirteenth month following the Closing Date, Purchaser shall be liable for the first One Hundred Thousand Dollars ($100,000)
of Gift Cards presented to Purchaser for redemption; provided, Seller shall reimburse and indemnify Purchaser for any amount in excess of such One Hundred Thousand Dollars ($100,000) during the six (6) months following the twelfth month
following the Closing Date.



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6.8 Redemption of Gift Cards. (a) Following the expiration of the Gift Card Liability Period,
Purchaser shall continue to honor any Gift Cards issued by Seller prior to the Closing Date and presented to Purchaser for redemption, subject to Section 6.7 above.

(b) Following the Closing Date, Purchaser shall continue to honor any Bonus Cards issued by Seller prior to the Closing Date and presented to Purchaser for redemption. Purchaser shall not seek reimbursement from
Seller for any Bonus Card redemption.

(c) From the date hereof, Seller shall only issue Promotional Cards in the Ordinary Course of
Business. As of December 31, 2007, with respect to the Acquired Assets, Seller shall discontinue use of and will not longer issue Club Cards for use at any of the Restaurant locations.

6.9 Non-Solicitation of Sellers Employees. For a period of eighteen (18) months following the Closing Date, Purchaser shall not
knowingly solicit or employ, or seek to solicit or employ, any employee of Seller who is a store level manager, director level employee or a member of the Sellers executive team as of the date hereof, to perform services or functions for
Purchaser except as contemplated under the shared services agreement. Nothing in this Agreement shall prohibit Purchaser from hiring any such employee or officer of Seller whose employment is subsequently terminated by Seller for any reason.

6.10 Non-Solicitation of Purchasers Employees. From the date of this Agreement through and including the Closing Date,
neither Seller or Mitchell shall knowingly solicit or employ, or seek to solicit or employ any existing key or management personnel of Purchaser or the Key Business Employees to perform any services or functions for Seller or Mitchell, except for
such personnel employed by Purchaser and subsequently terminated by Purchaser.

6.11 Non-Competition. Both Mitchell and Seller will
execute an agreement not to compete in the form attached hereto as Exhibit D and Exhibit J, respectively.

6.12
Use of Mitchell. As part of this Agreement, Seller is assigning to Purchaser the service mark Mitchells Ocean Club, the name/mark Mitchell, and the domain name www.
mitchellsoceanclub.com, together with all of their good will. For the name/mark Mitchell, Purchaser agrees to grant to Seller at Closing an exclusive, non-assignable and royalty-free license to use only as set forth below. For
mark Mitchells Ocean Club, Purchaser agrees to grant to Seller at Closing an exclusive, non-assignable and royalty-free license to use the mark Mitchells Ocean Club and the domain name
www.mitchellsoceanclub.com, on the following terms.

(a) Mitchells Ocean Club: Seller may continue to use
the service mark Mitchells Ocean Club at the current store location at 4002 Easton Station, Columbus, Ohio, 43219 for as long as Seller operates the business at this location. Seller is prohibited from assigning this license to any
purchaser of the business at this location or moving the name to a new location.

(b) Cameron Mitchell Catering Company: Seller may
use the name/mark Mitchell as part of the name Cameron Mitchell Catering Company in connection with Sellers



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catering business located in Columbus, Ohio. Seller is prohibited from expanding the catering business outside of the Columbus, Ohio metropolitan area under
the name Cameron Mitchell Catering Company. This right is not assignable to third parties who may purchase the catering business.

(c) Cameron Mitchell Restaurants, LLC. Seller may continue to use the name Mitchell in connection with Cameron Mitchell Restaurants, LLC as the name of the legal entity located in Columbus, Ohio for as long as
Seller operates its business under such name.

(d) Domain Names. Seller may continue to use the name Mitchell and the
domain names www.cameronmitchellcatering.com and wvw.cameronmitchell.com.

(e) M. Cameron
Mitchell and Cameron Mitchell. Seller and Purchaser acknowledge and agree that nothing in this Agreement or in any Ancillary Agreement prohibits or precludes Mitchell from using his legal name M. Cameron Mitchell or
Cameron Mitchell in association with the future exploitation of, or the provision of, restaurant, lounge, catering or food services of any kind and scope worldwide, so long as Seller agrees not to use M. Cameron Mitchell or
Cameron Mitchell as or in the name of any seafood and/or steakhouse dining business identical to or commercially similar to the Business and the restaurants owned and operated by Purchaser as of the Closing Date.

6.13 Camerons Steakhouse.

(a)
As part of this Agreement, Purchaser is acquiring all right, title and interest to the name and mark Camerons Steakhouse in connection with steakhouse and seafood restaurant services. Seller recognizes that to the
extent Seller retains ownership of the mark Camerons for all other restaurant services and seeks to register mark(s) using that name in the U.S. Patent & Trademark Office and Purchasers application for
Camerons Steakhouse matures into a registration, there may be a finding by the Patent & Trademark Office that the marks as used by the different parties may cause a likelihood of confusion on each other and thus are not
registrable under Section 2(d) of the Lanham Act (15 U.S.C. § 1052(d)). The parties agree to execute at the Closing a Consent Agreement in the form attached hereto as part of Exhibit B (F), in which each party recognizes the right of the
other to own, use and register its respective mark(s) and agrees that the use of the same will not cause a likelihood of confusion. Mitchell also agrees to provide his consent to the use of his personal name Cameron as part of any
application that is filed at the Patent & Trademark Office now or in the future by separate document in the form attached hereto as part of Exhibit B.

(b) Seller agrees to cease operating the Camerons Steakhouse location at 5750 North Port Washington Road, Glendale, Wisconsin 53217 and it is not part of the Acquired Assets. As Purchaser is acquiring all
rights, title and interest in and to the mark Camerons Steakhouse, in connection with steakhouse and seafood restaurant services, it will grant to Seller a non-exclusive, non-assignable, royalty-free and temporary
license (as set forth in the form attached hereto as part of Exhibit B) to use the mark only at this location for ninety (90) calendar days after the Closing Date in the event Seller has not ceased operating this location by the Closing Date.



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(c) Nothing in this section 6.13 shall prohibit or preclude Seller from offering steak or seafood menu
items in Sellers provision of restaurant, lounge, food or catering services; provided that no such steak or seafood items shall be a primary or focal menu item(s) in the provision of such services.

6.14 Working Cash. Working Cash shall be reimbursed to Seller within five (5) calendar days after the Closing Date in the amount evidenced by
the cross-receipt executed by both Purchaser and Seller on the Closing Date.

6.15 Real Property Leases. With respect to those Real
Property Leases that as of the Closing Date have a remaining term of less than 10 years (including any renewal options exercisable by the lessee thereunder), after the Closing Date Seller shall use commercially reasonable efforts to assist Purchaser
in obtaining an extension to, or an option to extend, such lease term on terms and conditions reasonably satisfactory to Purchaser; provided, Sellers obligation hereunder shall expire six (6) months following the Closing Date.

6.16 Real Property Lease Notices. Seller will provide the Purchaser with copies of all notices from any landlord under each Real Property Lease
within three (3) business days of receipt of such notice.

6.17 Bulk Sales Laws. Seller agrees to pay and discharge, when due,
all claims of creditors that could be asserted against Purchaser by reason of noncompliance with any Bulk Sales Law applicable to the transactions anticipated by this Agreement.

6.18 Additional Assurances. At any time following the Closing Date, at Purchasers request and without further consideration, Seller shall
provide such materials and information and take such actions as Purchaser may reasonably deem necessary or desirable in order to provide Purchaser with the rights and benefits intended to be conveyed under this Agreement and the Ancillary
Agreements, including, without limitation any reasonable request by Purchaser for assistance (i) in connection with the Intellectual Property including any related filings or registrations or (ii) in connection with the Liquor Licenses or
other Permits including the transfer thereof and such other assistance to apply for, obtain or make any authorizations, consents, filings, approvals, and Permits (including Liquor Licenses) necessary for Purchaser to conduct the Business and operate
the Acquired Assets in the same manner conducted and operated by Seller on the date hereof.

6.19 Survivability. The provisions of
this Article VI shall survive the Closing Date.

ARTICLE VII  INDEMNIFICATION

7.1 Survival of Representations. All of the representations and warranties of the parties contained in Articles III and IV this
Agreement, along with the covenants set forth in Articles V, shall survive the Closing hereunder for a period of twelve (12) months (the Limitation Period); provided, however, that claims asserted in good faith with
reasonable specificity (to the extent known at such time) and in writing by notice from either party to the breaching party prior to the expiration of the Limitation Period shall not thereafter be barred by the expiration of the relevant
representation or warranty to the extent that it relates to such claims; and provided, further, that the



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representations set forth in Section 3.3, Authorization of Transaction; Section 3.4, Noncontravention; Section 3.5, Brokers and
Consulting Fees, Section 3.6(a), Real Property, Section 3.7, Acquired Assets, Section 3.15, Tax Matters; Section 3.22, Employee Benefit Plans; and Section 3.23, Environmental, Health and Safety, and claims brought against
Seller with respect to the intentional misrepresentations or fraud shall survive until the expiration of the applicable statute of limitations. The right to indemnification, reimbursement or other remedy based upon such representations, warranties,
covenants and obligations shall not be affected by any investigation (including any environmental investigation or assessment) conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after
the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation.

7.2 Indemnification by Seller. Seller shall indemnify and hold harmless Purchaser and their respective members, managers, officers, employees, and
other agents (collectively, the Purchaser Indemnitees) in respect of any and all damages (including diminution in value), losses, Liabilities, payments, obligations, penalties, claims, litigation, demands, defenses, judgments,
suits, proceedings, costs, disbursements or expenses (including, reasonable fees, disbursements and expenses of attorneys, accountants and other professional advisors and of expert witnesses and costs of investigation and preparation not related to
or arising from the Assumed Liabilities) of any kind or nature whatsoever (collectively, Damages) asserted against or incurred by any Purchaser Indemnitee as a result of, in connection with or arising out of:

(a) Any breach or nonperformance (partial or total) of or inaccuracy in any representation, warranty, covenant or agreement of Seller or 1245 Properties
contained herein, in the Seller Disclosure Schedule or in any Ancillary Agreement;

(b) 100% of the amount of any Gift Cards issued by
Seller prior to the Closing Date and presented to Purchaser for redemption during the Gift Card Liability Period;

(c) The Retained
Liabilities;

(d) Any Liability or obligation (other than the Assumed Liabilities) resulting from, arising out of or in connection with the
Business as conducted or the ownership or the operation of the Acquired Assets on or prior to the Closing Date;

(e) Any losses or costs of
defending against any claims which may be made against any Purchaser Indemnitee by any Person claiming violations by Seller of any local, state or federal laws relating to the employment by Seller of any employee of Seller including, but not limited
to, wages, hours, concerted activity, nondiscrimination, occupational health and safety and the payment and withholding of Taxes of any kind or nature (except to the extent that Purchaser has assumed a Tax obligation pursuant to
Section 6.1(e)), where such claims arise out of events, facts or circumstances occurring prior to the Closing Date;

(f) Any
Liabilities that may arise from or relate to any obligations of Seller to be responsible under the Real Property Leases on or prior to the Closing Date;



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(g) Any actual or threatened violation of or non-compliance with, or remedial obligation arising under,
any Environmental, Health and Safety Law arising from any event, circumstance, activity, practice, incident, or action occurring prior to the Closing Date and relating in any way to the Acquired Assets or the Business;

(h) The failure to comply with any Bulk Sales Law in connection the transactions contemplated by this Agreement;

(i) Any legal action or proceeding threatened or commenced by a Person owning or holding (directly or indirectly) a membership or other ownership
interest in Seller relating to the transactions contemplated by this Agreement; or

(j) Any Liabilities that may arise from or relate to
Sellers or Sellers ERISA Affiliates failure to maintain a Health Plan after the Closing Date and provide continuation health coverage pursuant to COBRA for all M&A Qualified Beneficiaries.

7.3 Indemnification by Purchaser. Purchaser shall indemnify and hold harmless Seller and its managing member, members, officers, employees and
other agents (collectively, the Seller Indemnitees) in respect of any Damages asserted against or incurred by any Seller Indemnitee as a result of, in connection with, or arising out of:

(a) Any material breach or nonperformance (partial or total) of or material inaccuracy in any representation, warranty, covenant or agreement of Purchaser
contained herein or in any Ancillary Agreement;

(b) Any Liability or obligation arising out of Purchasers use of the Acquired Assets
or the operation of the Business after the Closing Date and not resulting from a breach of any representation, warranty or covenant made herein by Seller;

(c) The Assumed Liabilities;

(d) Any losses or costs of defending against any claims which may be made
against any Seller Indemnitee by any Person claiming violations by Purchaser of any local, state or federal laws relating to the employment by Purchaser of any former employee of Seller including, but not limited to, wages, hours, concerted
activity, nondiscrimination, occupational health and safety and the payment and withholding of Taxes of any kind or nature, where such claims arise out of events, facts or circumstances occurring after the Closing Date and not resulting from a
breach of any representation, warranty or covenant made herein by Seller;

(e) Any Liabilities that may arise from or relate to any
obligations of Purchaser to be responsible under the Real Property Leases after the Closing Date;

(f) Any Liability arising out of or
relating to any inspections or other activities or the acts or omissions of Purchaser, its agents or employees in connection with the inspections permitted under Section 5.7;



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(g) Any Liability associated with the presentation to Purchaser of Gift Cards for redemption during the
six months following the twelfth month following the Closing Date up to the amount of One Hundred Thousand Dollars ($100,000); or

(h) Any
actual or threatened violation of or non-compliance with, or remedial obligation arising under, any Environmental, Health and Safety Law arising from any event, circumstance, activity, practice, incident, or action occurring after the Closing Date
and relating in any way to the Acquired Assets or the business of Purchaser and not resulting from a breach of any representation, warranty or covenant made herein by Seller.

7.4 Prosecution of Indemnification Claims. The respective obligations of Seller to indemnify the Purchaser Indemnitees under Section 7.2 and
the respective obligations of Purchaser to indemnify the Seller Indemnitees under Section 7.3 hereof, in each case resulting from the assertion of Liability by a third party (each, as the case may be, a Claim), shall be
further subject to the following terms and conditions:

(a) Any party against whom any Claim is asserted shall give the party (or parties)
required to provide indemnity hereunder written notice of such Claim promptly after learning of such Claim, and the indemnifying party may at its option undertake the defense thereof with counsel chosen by it but reasonably satisfactory to the
indemnified party. Failure to give prompt notice of a Claim hereunder shall not affect the indemnifying partys obligations under this Section 7.4, except to the extent the indemnifying party is materially prejudiced by such failure to
give prompt notice. If the indemnifying party, within 30 days after notice of any such Claim, or such shorter period as is reasonably required, fails to assume the defense of such Claim, the Purchaser Indemnitee or Seller Indemnitee, as the case may
be (each, an Indemnitee), against whom such Claim has been made shall have the right, but shall not be obligated, to undertake the defense, compromise or settlement of such Claim on behalf of and for the account and risk, and at
the expense, of the indemnifying party.

(b) Anything in this Section 7.4 to the contrary notwithstanding, the indemnifying party
shall not enter into any settlement or compromise of any action, suit or proceeding or consent to the entry of any judgment (a) which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnitee
of a written release from all Liability in respect of such action, suit or proceeding or (b) for other than monetary damages without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld.

7.5 Liability Escrow Arrangement. On the Closing Date, Seller shall deposit a cash amount equal to ten percent (10%) of the Purchase Price
(the Liability Escrow Fund) with a banking or other financial institution selected by Purchaser with the reasonable consent of Seller as escrow agent, such deposit to be governed by the terms set forth herein and in the Escrow
Agreement attached hereto as Exhibit H. The Escrow Fund shall be available solely to compensate the Purchaser Indemnities pursuant to the indemnification obligations of Seller (exclusive of the Gift Card indemnification in clause (b))
set forth in Section 7.2 above.



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7.6 Limitations.

(a) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Seller for Damages, whether pursuant to indemnification of the Purchaser Indemnities pursuant to Section 7.2hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Purchaser Indemnities shall not be entitled to make a claim for indemnification under Section 7.2 hereof unless and until
the aggregate Damages suffered or incurred by the Purchaser Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and the Seller
shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Purchaser Indemnities are entitled to indemnification. However, this Section 7.6 will not apply to claims under Section 7.2(a) for breach
of any obligation of Seller in Article V or Article VI, or to claims under Section 7.2(b) or Section 7.2(c), or to matters arising in respect of Sections 3.5, 3.6,. 3.7, or 3.15, or any intentional breach by Seller of any covenant or
obligation.

(b) Notwithstanding anything to the contrary in this Article VII, in no event shall the liability of Purchaser for Damages,
whether pursuant to indemnification of the Seller Indemnities pursuant to Section 7.3 hereof or otherwise, exceed in the aggregate more than fifteen percent (15%) of the Purchase Price; provided, the Seller Indemnities shall not be
entitled to make a claim for indemnification under Section 7.3 hereof unless and until the aggregate Damages suffered or incurred by the Seller Indemnitees exceed Five Hundred Thousand Dollars ($500,000) (it being understood and agreed that the
Five Hundred Thousand Dollars ($500,000) is intended as a deductible), and Purchaser shall not be liable for the first Five Hundred Thousand Dollars ($500,000) of Damages for which the Seller Indemnities are entitled to indemnification. However,
this Section 7.6(b) will not apply to claims under Section 7.3(a) for breach of any obligation of Purchaser in Article V or Article VI, or to claims under Section 7.3(c) or Section 7.3(g) or to matters arising in respect of
Section 4.4 or 4.6, or any intentional breach by Purchaser of any covenant or obligation.

7.7 Amount of Damages. The amount of
any Damages for which indemnification is available under this Article VII shall be determined after giving effect to any Tax benefits or insurance recoveries that are available to any Indemnitee with respect to all or a portion of such Damages
(provided that no offset or deduction shall be made if the Indemnitee fails to realize such benefits or recoveries after having taken commercially reasonable efforts to do so), and an Indemnitee shall take such actions as are commercially reasonable
to mitigate any such Damages.

7.8 Gift Card Escrow Account. At the Closing, Purchaser, Seller and a banking or other financial
institution selected by Purchaser with the reasonable consent of Seller, as the Gift Card escrow agent, shall enter into an escrow agreement in form and substance as set forth in Exhibit I hereof (the Gift Card Escrow
Agreement).

7.9 Indemnification of Mitchell. Purchaser shall indemnify and hold harmless Mitchell from any personal
guaranty of any obligation of Purchaser accruing after the Closing Date for which a release is not obtained pursuant to Section 5.1(i), pursuant to an agreement in form and having terms and conditions mutually satisfactory to Mitchell and
Purchaser.



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ARTICLE VIII  CLOSING CONDITIONS

8.1 Conditions to the Obligations of Purchaser. Each and every obligation of Purchaser hereunder shall be subject to the satisfaction, as of
Closing, of each of the following conditions, each of which can be waived by Purchaser, but only in writing:

(a) All of the representations
and warranties of Seller set forth in Article III above shall be true and correct as of the date hereof and shall be deemed to have been made again at Closing and shall then be true and correct except for representations and warranties as of a
specified date, which shall be true and correct as of such date;

(b) Each of the covenants and other obligations of Seller to be performed
by it on or before Closing pursuant to the terms hereof shall have been duly performed and complied with in all material respects;

(c) No
action, suit, or proceeding shall be pending before any court or governmental agency or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the
transactions contemplated by this Agreement, (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation, or (iii) affect adversely the right of Purchaser to own the Acquired Assets and to
operate the Business;

(d) Seller shall have obtained a release or releases or other appropriate documents as may be necessary to enable
Purchaser to cancel or release any and all Liens encumbering or otherwise affecting any of the Acquired Assets other than the Permitted Liens and Seller shall have delivered to Purchaser a certified Uniform Commercial Code or equivalent search in
the name of the Seller, performed in each jurisdiction where the Acquired Assets of Seller are located and where Sellers Chief Executive Office (as that term is used under the Uniform Commercial Code in the state wherein such search is being
performed) is located, dated not more than 30 days prior to the Closing Date showing no Liens of record encumbering the Acquired Assets other than Permitted Liens and Liens to be released hereunder;

(e) The expiration or early termination of the applicable waiting period under the H-S-R Act;

(f) Seller shall have delivered to Purchaser a certificate, in form reasonably satisfactory to Purchaser, to the effect that each of the conditions
specified above in Section 8.l(a)-(c) and (e) has been satisfied in all material respects;

(g) There shall have been no
material adverse change in the condition or character of the Fee Owned Property, any Real Property Lease or any Restaurant and there shall have been no event or circumstance that has had or could reasonably be expected to have a material adverse
change on the operations, financial condition or prospects of any Restaurant, in each case, between the date of the Most Recent Financial Statement and the Closing Date;

(h) Since the date of the Most Recent Financial Statement, there shall not have been a Material Adverse Effect;



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(i) Seller shall have delivered to Purchaser the Financial Statements described in Section 5.l(m);

(j) The Inventory level at each Restaurant location as of the Closing Date shall be sufficient to operate each Restaurant location in the
Ordinary Course of Business.

(k) Seller shall have delivered all of the executed agreements and other instruments required to be delivered
by Seller pursuant to Section 2.9 hereof;

(l) Seller shall have delivered any executed assignments of copyrightable works delivered
to Seller pursuant to Section 5.1(o);

(m) Mitchell shall have executed and delivered the Non-Compete and Non-Solicitation Agreement
in the form attached hereto as Exhibit J;

(n) Seller shall have delivered to Purchaser from its members holding at least fifty
one percent (51%) of its voting power as of the Closing Date a consent, release and discharge of Purchaser, its executive officers, managers, employees, directors, subsidiaries, Affiliates, attorneys and agents in substantially the form of
Exhibit Q from all Damages that may arise in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby;

(o) Seller shall have delivered to Purchaser a legal opinion of Sellers counsel, in form and substance attached hereto as Exhibit K;

(p) All actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certificates,
instruments, and other documents required to effect the transactions contemplated hereby are reasonably satisfactory in form and substance to Purchaser;

(q) Receipt by Purchaser of the Material Consents and Permits (other than the Liquor Licenses) and subject to Section 6.2, receipt by Purchaser of such other authorizations, consents, filings and approvals
necessary to permit Seller to perform the transactions contemplated hereby, and all authorizations, consents, filings, licenses, permits and approvals necessary to permit Purchaser to continue the Business of Seller and to own and operate the
Acquired Assets in the manner now conducted, owned and operated by Seller as obtained, made or given, in form and substance reasonably satisfactory to Purchaser, not subject to the satisfaction of any condition that has not been satisfied or waived
and in full force and effect; and all terminations or expirations of waiting periods imposed by any Governmental Authority necessary for the transactions contemplated under this Agreement, if any, shall have occurred;

(r) A certificate of the Secretary of the Seller, dated the Closing Date, (i) setting forth the resolutions of the manager authorizing the execution
and delivery of this Agreement and the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby, (ii) certifying that such resolutions were duly adopted and have not been rescinded or amended as
of the Closing Date, (iii) certifying as to the incumbency of the officers of the Seller executing this Agreement and any Ancillary Agreement to which it is a party, (iv) certifying as to the



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validity and completeness of the Articles of Organization and Operating Agreement of the Seller delivered to Purchaser prior to the Closing Date including
the Operating Agreement amendment provided for under Section 5.1(k) and (v) certifying as to the identity and voting percentage of the equity members of Seller as of the Closing Date.

(s) A certificate of full force and effect of Seller dated a date reasonably approximate to the Closing Date, issued by the Secretary of State of the
entitys state of organization and each state where the Seller operates its Business, and to the extent reasonably available in each state wherein a Restaurant is located, a letter from that states Department of Revenue certifying as to
the timely filing of all sales, use and similar Tax reports and the timely payment of all sales, use and similar Taxes by Seller;

(t)
Seller shall have delivered to Purchaser (i) an estoppel and consent agreement executed by the landlord under each Real Property Lease in substantially the form of Exhibit M (each an Estoppel and Consent),
(ii) fully executed amendments to certain Real Property Leases as provided under Section 5.1(l) and (iii) evidence satisfactory to Purchaser of the payment in full of all loans, advances, notes and other instruments due any landlord
under the Real Property Leases;

(u) An assignment of any all insurance proceeds (or an assignment of the right to receive all such
proceeds) to which Purchaser may be entitled under Section 5.2 hereof; and

(v) Each Restaurant location shall have Working Cash on
hand, the amount of which shall be evidenced by a cross receipt in substantially the form attached hereto as Exhibit P signed by Purchaser and Seller as of the Closing Date;

(w) Seller shall have delivered to Purchaser for each of the Restaurants the general manager description set forth in Section 5.1(p).

(x) Seller shall have delivered to Purchaser satisfactory evidence of the payoff of all equipment leases and equipment loans or advances set forth in
Section 5.4 of the Seller Disclosure Schedule.

8.2 Conditions to the Obligations of Seller. Each and every obligation of
Seller hereunder shall be subject to the satisfaction, as of Closing, of each of the following conditions, each of which can be waived by Seller, but only in writing:

(a) Purchaser shall have delivered to Seller at Closing the Purchase Price, less any funds delivered into escrow, in cash in United States dollars, by wire transfer of immediately available funds in accordance with
written instructions provided to Purchaser by Seller;

(b) All of the representations and warranties of Purchaser set forth in Article IV
above shall be true and correct as of the date hereof and shall be deemed to have been made again at Closing and shall then be true and correct in all material respects;

(c) Each of the covenants and other obligations of Purchaser to be performed by it on or before Closing pursuant to the terms hereof shall have been duly performed and complied with in all material respects;



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(d) The expiration or early termination of the applicable waiting period under the H-S-R Act;

(e) No action, suit, or proceeding shall be pending before any court or governmental agency or before any arbitrator wherein an unfavorable
injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following
consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);

(f) Purchaser shall have delivered
to Seller certificates, in form reasonably satisfactory to Seller, to the effect that each of the conditions specified above in Section 8.2(b)-(c) has been satisfied in all material respects;

(g) Purchaser shall have delivered to Seller all of the executed agreements and other instruments required to be delivered by Purchaser pursuant to
Section 2.9 hereof; and

(h) All actions to be taken by Purchaser in connection with consummation of the transactions contemplated
hereby and all certificates, instruments, and other documents required to effect the transactions contemplated hereby are reasonably satisfactory in form and substance to Seller.

ARTICLE IX  TERMINATION

9.1 Mutual Consent. This Agreement may be
terminated by the mutual written consent of Purchaser and Seller.

9.2 By Either Purchaser or Seller. This Agreement may be
terminated by either Purchaser or Seller at any time prior to Closing if:

(a) any law or regulation that materially restricts the
consummation of the transactions contemplated by this Agreement or makes the consummation of the transactions illegal or if a judgment, injunction, order or decree of a court or other competent Governmental Authority enjoining Purchaser or Seller
from consummating the transactions contemplated by this Agreement shall have been entered, and such judgment, injunction, order or decree shall have become final and nonappealable; provided, a party may not terminate this Agreement pursuant to this
Section 9.2(a) if it or its Affiliates failure to perform its obligations under this Agreement resulted in or substantially contributed to the issuance of such judgment, injunction, order or decree; or

(b) if the Closing Date shall not be on or before February 29, 2008 (the Termination Date).

Notwithstanding Sections 9.3 and 9.4 hereof, a party who is in breach of any of its obligations or representations and warranties hereunder shall not have
the right to terminate this Agreement pursuant to Section 9.2(a) or (b).



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9.3 By Purchaser. This Agreement maybe terminated by Purchaser if a Material Adverse Effect occurs
or if a material default shall be made by Seller in the observance of or in the due and timely performance of any of the agreements or covenants of Seller herein contained, or if there shall have been a breach by Seller of any of the warranties and
representations of Seller herein contained, or if any of the conditions to the obligations of Purchaser shall not have occurred and the noncompliance, nonperformance, breach or failure to occur, as applicable, shall not have been waived by
Purchaser; provided, that if such breach is of a nature that it may be cured and as determined in the sole discretion of Purchaser, such breach or subsequent cure causes no adverse effect to Purchaser, Purchaser shall not be entitled to terminate
this Agreement pursuant to this Section 9.3 unless such breach causes no adverse effect to Purchaser, as determined in the sole discretion of Purchaser and remains uncured for 30 days after written notice thereof shall have been received by
Seller.

9.4 By Seller. This Agreement may be terminated by Seller if a material default shall be made by Purchaser in the
observance of or in the due and timely performance by Purchaser of any of the agreements or covenants of Purchaser herein contained, or if there shall have been a breach by Purchaser of any of the warranties and representations of Purchaser herein
contained, or if any of the conditions to the obligations of Seller shall not have occurred and the noncompliance, nonperformance, breach or failure to occur, as applicable, shall not have been waived by Seller; provided, that if such breach is of a
nature that it may be cured, Seller shall not be entitled to terminate this Agreement pursuant to this Section 9.4 unless such breach remains uncured for 30 days after written notice thereof shall have been received by Purchaser.

9.5 Effect of Termination. If this Agreement is terminated pursuant to Section 9.1, 9.2, 9.3 or 9.4 above, all rights and obligations of the
parties hereunder shall terminate without any liability to any other party hereto; provided, however, that if the basis of termination is a material breach or default by Purchaser, on the one hand, or Seller, on the other hand, of one or more of the
provisions of this Agreement, the party or parties then in breach or default shall be liable to the nonbreaching party or parties for all Damages resulting from such breach or default.

ARTICLE X  MISCELLANEOUS

10.1 Press Releases and Public Announcements.
Prior to Closing, no party shall make any press release or other public disclosure of this transaction without the prior written consent of the other parties hereto; provided, however, that Purchaser may make any public disclosure it believes in
good faith is required by applicable law, rule or regulation or any listing or trading agreement or the rules or requirements of any stock exchange concerning its publicly traded securities (in which case, Purchaser shall use commercially reasonable
efforts to advise Seller prior to making such disclosure).

10.2 No Third Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assigns, except Mitchell with respect to Section 5.1(i) and Section 7.9 hereof.

10.3 Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement between the parties and
supersedes any prior understandings,



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agreements, or representations by or between the parties, written or oral, to the extent they related in any way to the subject matter hereof including,
without limitation, that certain Offer Letter, dated as of October 15, 2007, by and among Seller, 1245 Properties, Mitchell, and Purchaser.

10.4 Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns. No party may assign either this Agreement or any
Ancillary Agreement or any of its rights, interests, or obligations hereunder or thereunder without the prior written approval of the other parties hereto or thereto, except that Purchaser may assign some or all of its rights, interests and
obligations pursuant to this Agreement and the Ancillary Agreements to one or more one of its subsidiaries without the consent of Seller; provided that Purchaser shall remain liable for its obligations hereunder.

10.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together
will constitute one and the same instrument.

10.6 Headings. The section headings contained in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

10.7 Notices. All notices,
requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) if served personally, on the day of such service, or
(ii) if mailed by certified or registered mail (return receipt requested), on the second business day after mailing, and (iii) if transmitted by recognized overnight carrier, on the next business day after tender to the carrier. Such
communications shall be sent to the following addresses:



|                 |  |                                      
|---------------- |  | -------------------------------------
|If to Seller:    |  | Cameron Mitchell Restaurants, LLC    
|                 |  | 515 Park Street                      
|                 |  | Columbus, Ohio 43215                 
|                 |  | Attn: CMR Management, Inc., President
|                 |  | Fax: 614-621-1020                    
|                 | 
|Copy to:         |  | Richard J. Helmreich, Esq.           
|                 |  | Porter, Wright, Morris & Arthur, LLP 
|                 |  | 41 South High St.                    
|                 |  | Columbus, OH 43215                   
|                 |  | Fax: 614-227-2100                    
|                 | 
|If to Purchaser: |  | Ruths Chris Steakhouse, Inc.        
|                 |  | 500 International Pkwy, Suite 100    
|                 |  | Heathrow, Florida 32746              
|                 |  | Attn: Craig S. Miller, President/CEO 
|                 |  | Fax: 407-833-9625                    



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|                       |  |                                         
|---------------------- |  | ----------------------------------------
|Copy to:               |  | Ruths Chris Steakhouse, Inc.           
|                       |  | 500 International Pkwy, Suite 100       
|                       |  | Heathrow, Florida 32746                 
|                       |  | Attn: Thomas E. OKeefe, General Counsel
|                       |  | Attn: 407-833-9625                      
|                       | 
|If to 1245 Properties: |  | 1245 Properties LLC                     
|                       |  | c/o Cameron Mitchell Restaurants, LLC   
|                       |  | 515 Park Street                         
|                       |  | Columbus, Ohio 43215                    
|                       |  | Attn: CMR Management, Inc., President   
|                       |  | Fax: 614-621-1020                       
|                       | 
|Copy to:               |  | Richard J. Helmreich, Esq.              
|                       |  | Porter, Wright, Morris & Arthur, LLP    
|                       |  | 41 South High St.                       
|                       |  | Columbus, OH 43215                      
|                       |  | Fax: 614-227-2100                       
|                       | 
|If to Mitchell:        |  | M. Cameron Mitchell                     
|                       |  | c/o Cameron Mitchell Restaurants, LLC   
|                       |  | 515 Park Street                         
|                       |  | Columbus, Ohio 43215                    
|                       |  | Attn: CMR Management, Inc., President   
|                       |  | Fax: 614-621-1020                       
|                       | 
|Copy to:               |  | Richard J. Helmreich, Esq.              
|                       |  | Porter, Wright, Morris & Arthur, LLP    
|                       |  | 41 South High St.                       
|                       |  | Columbus, OH 43215                      
|                       |  | Fax: 614-227-2100                       

Any party may change the address to which notices, requests, demands, claims, and other
communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth.

10.8 Governing Law.
This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction
other than the State of Ohio.

10.9 Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless
the same shall be in writing, signed by each of the parties hereto and identified in such writing as an amendment to this Agreement. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.



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10.10 Severability. Any term or provision of this Agreement that is invalid or unenforceable in
any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

10.11 Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word
including shall mean including without limitation.

10.12 Incorporation of Exhibits and Schedules. The Exhibits and
Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

10.13 Litigation Expense. In
any action brought by a party hereto to enforce the obligations of the other parties hereto, the prevailing party shall be entitled to collect from the other parties to such action such prevailing parties reasonable attorneys and
accountants fees, court costs and other expenses incidental to such litigation.

10.14 Specific Performance. Each of the
parties acknowledges and agrees that the other parties will be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the
parties agrees that the other parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof, in addition to any other
remedy to which it may be entitled, at law or in equity.

[Signatures appear on the following page]



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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.



SELLER:CAMERON MITCHELL RESTAURANTS, LLC, an Ohio limited liability companyBy:

CMR Management, Inc.,its ManagerBy:

/s/ M. Cameron MitchellM. Cameron Mitchell,PresidentPURCHASER:RUTHS CHRIS STEAK HOUSE, INC., a Delaware corporationBy:

/s/ Craig S. MillerCraig S. Miller,President/CEOINTERVENERS:/s/ M. Cameron MitchellM. Cameron Mitchell1245 PROPERTIES, LLC, an Ohio
limited liability companyBy:

/s/ M. Cameron MitchellName:

M. Cameron MitchellTitle:

Authorized Agent




Asset Purchase Agreement Signature Page



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Execution Version

DISCLOSURE SCHEDULE

To The

ASSET PURCHASE AGREEMENT

By and Between

CAMERON MITCHELL RESTAURANTS, LLC,

And

RUTHS CHRIS STEAK HOUSE, INC.

November 6, 2007

Reference is made to that certain Asset Purchase
Agreement (the Agreement) dated as of November 6, 2007, by and between Cameron Mitchell Restaurants, LLC, an Ohio limited liability company (Seller), Ruths Chris Steak House, Inc., a Delaware corporation
(Purchaser), M. Cameron Mitchell, an individual, and 1245 Properties, LLC, an Ohio limited liability company. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the
Agreement.

These Schedules are qualified in their entirety by reference to specific provisions of the Agreement. Inclusion of information
or references herein shall not be construed as an admission that such information is material to either of the Purchaser or the Seller and shall not be used as a basis for interpreting the terms material, materially,
materiality, Material Adverse Effect, or any similar term or qualification in the Agreement.

Each item disclosed
in these Schedules shall constitute an exception to any representation or warranty to which it relates and, provided that the applicability of such item is reasonably apparent, shall be deemed to be disclosed with respect to each section of these
Schedules and for any representation or warranty contained in the Agreement. Matters reflected in these Schedules are not necessarily limited to matters required by the Agreement to be reflected herein, and the inclusion of such matters shall not be
deemed to be an admission that such matters were required to be reflected herein. Such additional matters are set forth for informational purposes only.

Headings have been inserted for each of these schedules for convenience of reference only and shall to no extent have the effect or amending or changing the express description of each such Schedule as set forth in
the Agreement.



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Execution Version



Schedule 1.1(c)

Restaurants & Trade Names

Columbus Fish Market

Columbus (Grandview), OH

Columbus
(Crosswoods), OH

Mitchells Fish Market

Scottsdale/Kierland Crossing, AZ

Stamford, CT

Jacksonville, FL

Sandestin, FL

Tampa, FL

Glenview, IL

Carmel, IN

Louisville, KY

Newport, KY

Birmingham, MI

Lansing, MI

Livonia, MI

Rochester Hills, MI

West Chester, OH

Woodmere, OH

Homestead, PA

Pittsburgh, PA

Brookfield, WI

Mitchells Steakhouse*

Columbus
(Downtown), OH

* Relocation of Columbus (Crosswoods), OH to Polaris Fashion Square Mall, Columbus, OH

Camerons Steakhouse

Scottsdale/Kierland
Crossing, AZ

Birmingham, MI

Letters of
intent

Overland Park, KS



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Execution Version



Schedule 3.2

Governmental Consents

1. Expiration or early termination of waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1986, as amended, with respect to review of transaction by the Federal Trade Commission and United States Department of Justice, Antitrust Division.

2. Those permits listed on Schedule 3.14



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Execution Version



Schedule 3.4

Consents

Lease consents



|              |  |                                                 
|------------- |  | ------------------------------------------------
|Lease No. 11  |  | Columbus (Polaris), OH (Steakhouse)             
|Lease No. 107 |  | Columbus (Downtown), OH (Steakhouse)            
|Lease No. 108 |  | Columbus (Grandview), OH (Columbus Fish Market) 
|Lease No. 110 |  | Columbus (Crosswoods), OH (Columbus Fish Market)
|Lease No. 113 |  | Pittsburgh, PA                                  
|Lease No. 116 |  | Newport, KY                                     
|Lease No. 117 |  | Louisville, KY                                  
|Lease No. 120 |  | Lansing, MI                                     
|Lease No. 121 |  | Birmingham, MI (Fish Market)                    
|Lease No. 122 |  | Woodmere, OH                                    
|Lease No. 123 |  | West Chester, OH                                
|Lease No. 124 |  | Glenview, IL                                    
|Lease No. 125 |  | Carmel, IN                                      
|Lease No. 126 |  | Livonia, MI                                     
|Lease No. 127 |  | Birmingham, MI (Steakhouse)                     
|Lease No. 128 |  | Homestead, PA                                   
|Lease No. 129 |  | Tampa, FL                                       
|Lease No. 130 |  | Rochester Hills, MI                             
|Lease No. 132 |  | Brookfield, WI                                  
|Lease No. 134 |  | Stamford, CT                                    
|Lease No. 135 |  | Jacksonville, FL                                
|Lease No. 136 |  | Sandestin, FL                                   
|None          |  | Scottsdale/Kierland Crossing, AZ (Fish Market)  
|Lease No. 139 |  | Scottsdale/Kierland Crossing, AZ (Steakhouse)   

Lender consents

1. The Huntington National Bank: Senior Loan: September 11, 2006.

41 South High Street

Columbus, Oh 43287

Attn: Frank J. Capella

Tel: 614-480-5067

Fax:
614-480-4999

2. The Huntington Capital Investment Company: Subordinated Loan: June 29, 2007.

41 South High Street

Columbus, Oh 43287

Attn: Frank J. Capella

Tel:
614-480-5067

Fax: 614-480-4999



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Execution Version



Schedule 3.6

Real Property

1. 1245 Olentangy River Road, Columbus, Ohio 43212

Parcel Identification: 010-095007-00

010-095006-00

Legal Description:

Situated in the County of Franklin, in the State of Ohio, and in the City of Columbus:

TRACT ONE: Being a part of Lot No. Eight (8) of
WILLIAM NEILS HEIRS LAND, as the same is numbered and delineated upon the recorded plat thereof, of record in Plat Book 3, page 168, Recorders Office, Franklin County, Ohio, and being a part of a 16.55 acre tract conveyed to Samuel
Melton by deed of record in Deed Book 1338, page 32, Recorders Office, Franklin County, Ohio, said part being more particularly described as follows:

Beginning at an iron pin in the west line of Olentangy Boulevard, said iron pin bearing North 3° 32 125.00 feet; thence North 14° 38 West 200.00 feet along chords of a curve of radius 840.00 feet from an iron pin at the
northwest corner of the intersection of Third Avenue and Olentangy Boulevard, said beginning point also being the northeast corner of a 2.386 acre tract formerly owned by the Renan Realty Company; thence North 87° 00 20 West along
the north line of said 2.386 acre tract 400.00 feet to an iron pin at the northwest comer of said 2.386 acre tract; thence along a curve to the left a radius of 227.51 feet and along the east line of the proposed Fourth Avenue to an iron pin, the
chord of said curve bearing North 22° 18 30 West 94.90 feet; thence North 34° 21 30 West along the east line of said Fourth Avenue 18.80 feet to an iron pin; thence along a curve to the right of a radius of 25.00 feet
and continuing along the east line of said Fourth Avenue to an iron pin, the chord of said curve bearing North 1° 24 East 29.22 feet; thence North 37° 09 East and continuing along the southeast line of said Fourth Avenue 269.38
feet to an iron pin in the west line of Olentangy Boulevard; thence along a curve to the right of radius 840.00 feet and the west line of Olentangy Boulevard to the place of beginning, the chord of said curve bearing South 37° 31 East
464.13 feet, the described tract containing 2.220 acres of land.

TRACT TWO: Beginning at an iron pin in the west line of Olentangy Boulevard, said iron
pin bearing North 3° 32 West 125.00 feet, thence North 14° 38 West 200.00 feet, thence North 37° 31 West 464.13 feet along chords of a curve of radius 840.00 feet from an iron pin at the northwest corner of the
intersection of West Third Avenue and Olentangy Boulevard, said beginning point also being the northeast corner of a 2.220 acre tract and the southwest comer of the intersection of Fourth Avenue as proposed and Olentangy Boulevard; thence South
37° 09 West along the south line of said Fourth Avenue as proposed and the north line of said 2.220 acre tract 269.38 feet to an iron pin; thence continuing with said lines along a curve to the left of radius 25.00 feet to an iron pin, the
long chord of said curve bearing South 1° 24 West 29.22 feet; thence continuing with said lines South 34° 21 30 East 18.80 feet to an iron pin; thence continuing with said lines along a curve to the right of, radius 227.51
feet to an iron pin at the southwest corner of said 2.220 acre tract, the long chord of said curve bearing South 22° 18 30 East 94.90 feet; thence South



---

Execution Version



79° 44 West across the east one-half of said Fourth Avenue 25.00 feet to a railroad spike; thence along a
curve to the left and along the centerline of said proposed street to a point; the radius of which curve is 202.51 feet and the long chord of which bears North 22° 18 30 West 84.50 feet; thence North 34° 21 30 West
along the centerline of said proposed street 18.80 feet to an iron pin; thence along the centerline of said proposed street and with a curve to the right of radius 50.00 feet, the chord of which bears North 1° 24 East 58.44 feet to an iron
pin; thence North 37° 09 East along the centerline of said proposed street 268.67 feet to a point in the west line of Olentangy Boulevard; thence along the west line of Olentangy Boulevard and across the South one-half of said proposed
street, along a curve to the right of radius 840.00 feet, the chord of which bears South 54° 23 East 25.02 feet to the place of beginning, containing 0.244 acres.

Also all rights acquired by the Grantor herein and subject to the terms and conditions of a certain contract recorded in Deed Book Volume 1482, page 438, Recorders Office, Franklin County, Ohio.



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Execution Version



Schedule 3.8

Real Property Leases

Leases



|              |  |                                                 
|------------- |  | ------------------------------------------------
|Lease No. 11  |  | Columbus (Polaris), OH (Steakhouse)             
|Lease No. 107 |  | Columbus (Downtown), OH (Steakhouse)            
|Lease No. 108 |  | Columbus (Grandview), OH (Columbus Fish Market) 
|Lease No. 110 |  | Columbus (Crosswoods), OH (Columbus Fish Market)
|Lease No. 113 |  | Pittsburgh, PA                                  
|Lease No. 116 |  | Newport, KY                                     
|Lease No. 117 |  | Louisville, KY                                  
|Lease No. 120 |  | Lansing, MI                                     
|Lease No. 121 |  | Birmingham, MI (Fish Market)                    
|Lease No. 122 |  | Woodmere, OH                                    
|Lease No. 123 |  | West Chester, OH                                
|Lease No. 124 |  | Glenview, IL                                    
|Lease No. 125 |  | Carmel, IN                                      
|Lease No. 126 |  | Livonia, MI                                     
|Lease No. 127 |  | Birmingham, MI (Steakhouse)                     
|Lease No. 128 |  | Homestead, PA                                   
|Lease No. 129 |  | Tampa, FL                                       
|Lease No. 130 |  | Rochester Hills, MI                             
|Lease No. 132 |  | Brookfield, WI                                  
|Lease No. 134 |  | Stamford, CT                                    
|Lease No. 135 |  | Jacksonville, FL                                
|Lease No. 136 |  | Sandestin, FL                                   
|Lease No. 139 |  | Scottsdale/Kierland Crossing, AZ (Steakhouse)   



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Execution Version



Schedule 3.8(n)

Parking

[To be confirmed by S. Connaughton upon arrival in Florida]



|1. | Columbus (Downtown) Steakhouse  Valet Parking through Parking Solutions.
|-- | -------------------------------------------------------------------------



|2. | Birmingham, MI (Fish Market)  Valet Parking through 4Star Valet.
|-- | -----------------------------------------------------------------



|3. | Birmingham, MI (Steakhouse)  Valet Parking through 4Star Valet.
|-- | ----------------------------------------------------------------



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Execution Version

Schedule 3.8(p)

Landlord Advances



|                     |  |                                   |  |                                       |  |                                                        
|-------------------- |  | --------------------------------- |  | ------------------------------------- |  | -------------------------------------------------------
|Oriqinal Loan Amount |  | Lender                            |  | Location                              |  | Lender Address                                         
|$450,000.00          |  | Cincinnati Speciality Center, LLC |  | Mitchells Fish Market Newport, KY    |  | 150 E. Broad St. Columbus, OH 43215                    
|                     |  |                                   | 
|$400,000.00          |  | Lansing Pavilion, LLC             |  | Mitchells Fish Market Lansing, Ml    |  | 3805 Edwards Road, Suite 700, Cincinnati, OH           
|                     |  |                                   | 
|$300,000.00          |  | CBL & Associates Properties, Inc. |  | Mitchells Fish Market Brookfield, Wl |  | 2030 Hamilton Place Blvd, Suite 2030, Chattanooga, 6000



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Execution Version

Schedule 3.14

Legal Compliance  Permits



|        |  |                     |  |                                      |  |                                    |  |                     
|------- |  | ------------------- |  | ------------------------------------ |  | ---------------------------------- |  | --------------------
|Concept |  | Location            |  | Item                                 |  | Current Permit/License #           |  | Transferable or new?
|MFM     |  | Columbus Grandview  |  | Alarm User License (A)               |  | 9951939                            |  | Apply for new       
|        |  |                     |  |                                     
|MFM     |  | Columbus Grandview  |  | Food Service Operation               |  | PR0003366-PT0003399                |  | Apply for new       
|        |  |                     |  |                                     
|MFM     |  | Columbus Grandview  |  | Liquor License                       |  | 1204670-0085                       |  | Transferable        
|        |  |                     |  |                                     
|MFM     |  | Columbus Grandview  |  | Place of Assembly                    |  | 07-000250-01                       |  | Apply for new       
|        |  |                     |  |                                     
|MFM     |  | Columbus Grandview  |  | Vendors License                     |  | 25-308521                          |  | Apply for new       
|        |  |                     |  |                                     
|MFM     |  | Columbus Crosswoods |  | Alarm User License (A)               |  | 9952568                            |  | Apply for new       
|        |  |                     |  |                                     
|MFM     |  | Columbus Crosswoods |  | Food Service Operation               |  | PR0003372-PT0003405                |  | Apply for new       
|        |  |                     |  |                                     
|MFM     |  | Columbus Crosswoods |  | Liquor License                       |  | 1204670-0040                       |  | Transferable        
|        |  |                     |  |                                     
|MFM     |  | Columbus Crosswoods |  | Place of Assembly                    |  | 07-019753-01                       |  | Apply for new       
|        |  |                     |  |                                     
|MFM     |  | Columbus Crosswoods |  | Vendors License                     |  | 25-288119                          |  | Apply for new       
|        |  |                     |  |                                     
|MFM     |  | Homestead, PA       |  | Health Dept. Permit                  |  | 200706120024                       |  | Apply for new       
|        |  |                     |  |                                     
|MFM     |  | Homestead, PA       |  | Liquor License                       |  | R 10113                            |  | Transferable        
|        |  |                     |  |                                     
|MFM     |  | Homestead, PA       |  | Sales Tax License                    |  | 81560821                           |  | Apply for new       
|        |  |                     |  |                                     
|MFM     |  | Homestead, PA       |  | Business Privilege License           |  |                                    |  | Apply for new       
|        |  |                     |  |                                     
|MFM     |  | Homestead, PA       |  | Wholesale Liquor Purchase Permit     |  | 311517                             |  | Apply for new       
|        |  |                     |  |                                     
|MFM     |  | Newport, KY         |  | Campbell County Occupational License |  | CAMMITC500                         |  | Apply for new       
|        |  |                     |  |                                     
|MFM     |  | Newport, KY         |  | Certificate of Occupancy             |  | DHBC Case No 094538-009-0          |  | n/a                 
|        |  |                     |  |                                     
|MFM     |  | Newport, KY         |  | Food Service Operation               |  | 66603                              |  | Apply for new       
|        |  |                     |  |                                     
|MFM     |  | Newport, KY         |  | Liquor A.B.C. License                |  | 019-RD-2004 019-B-5898 019-SD-1157 |  | Apply for new       
|        |  |                     |  |                                     
|MFM     |  | Newport, KY         |  | Malt Beverage License                |  | 088                                |  | Apply for new       
|        |  |                     |  |                                     
|MFM     |  | Newport, KY         |  | Occupational License                 |  | 4352                               |  | Apply for new       
|        |  |                     |  |                                     
|MFM     |  | Newport, KY         |  | Sales Tax License                    |  | 229598                             |  | Apply for new       



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Execution Version



|    |  |                  |  |                          |  |                                       |  |                                                                                                           
|--- |  | ---------------- |  | ------------------------ |  | ------------------------------------- |  | ----------------------------------------------------------------------------------------------------------
|MFM |  | Louisville, KY   |  | Certificate of Occupancy |  | Project No. 01B3235                   |  | n/a                                                                                                       
|    |  |                  |  |                         
|MFM |  | Louisville, KY   |  | Food Service Operation   |  |                                       |  | Transferable                                                                                              
|    |  |                  |  |                         
|MFM |  | Louisville, KY   |  | Liquor A.B.C. License    |  | 056-LS-1570 056-RD-2012 056-B-5935    |  | Apply for new                                                                                             
|    |  |                  |  |                         
|MFM |  | Louisville, KY   |  | Liquor A.B.C. License    |  | 5351                                  |  | Apply for new                                                                                             
|    |  |                  |  |                         
|MFM |  | Louisville, KY   |  | Sales Tax License        |  | 229598                                |  | Apply for new                                                                                             
|    |  |                  |  |                         
|MFM |  | Lansing, MI      |  | Food Service Operation   |  | SFE2233044163                         |  | Apply for new                                                                                             
|    |  |                  |  |                         
|MFM |  | Lansing, MI      |  | Liquor License           |  | CC RES 114976-2007 SS SDM 114977-2007 |  | Transferable                                                                                              
|    |  |                  |  |                         
|MFM |  | Lansing, MI      |  | Sales Tax License        |  | U ME-0151615                          |  | Apply for new                                                                                             
|    |  |                  |  |                         
|MFM |  | Birmingham, MI   |  | Food Service Operation   |  | SFE4063042393                         |  | Apply for new                                                                                             
|    |  |                  |  |                         
|MFM |  | Birmingham, MI   |  | Liquor Addl Bar Permit  |  | 117586-001                            |  | Transferable                                                                                              
|    |  |                  |  |                         
|MFM |  | Birmingham, MI   |  | Liquor License           |  | CLASSC 117586-2007 SS SDM 130860-2007 |  | Transferable (117586-2005 will require the commitment and cooperation of Palladium Restaurant III, L.L.C.)
|    |  |                  |  |                         
|MFM |  | Birmingham, MI   |  | Liquor License           |  | 07-00001363                           |  | Transferable                                                                                              
|    |  |                  |  |                         
|MFM |  | Birmingham, MI   |  | Sales Tax License        |  | U ME-0151615                          |  | Apply for new                                                                                             
|    |  |                  |  |                         
|MFM |  | Woodmere, OH     |  | Food Service Operation   |  | 1040                                  |  | Apply for new                                                                                             
|    |  |                  |  |                         
|MFM |  | Woodmere, OH     |  | Liquor License           |  | 1204670-0070                          |  | Transferable                                                                                              
|    |  |                  |  |                         
|MFM |  | Woodmere, OH     |  | Vendors License         |  | 18-489695                             |  | Apply for new                                                                                             
|    |  |                  |  |                         
|MFM |  | West Chester, OH |  | Certificate of Occupancy |  | 20032968                              |  | n/a                                                                                                       
|    |  |                  |  |                         
|MFM |  | West Chester, OH |  | Certificate of Occupancy |  | 03-752                                |  | n/a                                                                                                       
|    |  |                  |  |                         
|MFM |  | West Chester, OH |  | Food Service Operation   |  | 591                                   |  | Apply for new                                                                                             
|    |  |                  |  |                         
|MFM |  | West Chester, OH |  | Liquor License           |  | 1204670-0075                          |  | Transferable                                                                                              
|    |  |                  |  |                         
|MFM |  | West Chester, OH |  | Vendors License         |  | 09-074337                             |  | Apply for new                                                                                             
|    |  |                  |  |                         
|MFM |  | West Chester, OH |  | Business License         |  |                                       |  | Apply for new                                                                                             
|    |  |                  |  |                         
|MFM |  | Glenview, IL     |  | Certificate of Occupancy |  | B2003-2689                            |  | n/a                                                                                                       



---

Execution Version



|    |  |                     |  |                                         |  |                                          |  |              
|--- |  | ------------------- |  | --------------------------------------- |  | ---------------------------------------- |  | -------------
|MFM |  | Glenview, IL        |  | Liquor License                          |  | 07-082                                   |  | Transferable 
|    |  |                     |  |                                        
|MFM |  | Glenview, IL        |  | Liquor License                          |  | 07-1A-0061744                            |  | Transferable 
|    |  |                     |  |                                        
|MFM |  | Glenview, IL        |  | LLC Annual Report                       |  | N/A                                      |  | Apply for new
|    |  |                     |  |                                        
|MFM |  | Glenview, IL        |  | Sales Tax Certificate of Registration   |  | IBT 3520-1282                            |  | Apply for new
|    |  |                     |  |                                        
|MFM |  | Carmel, IN          |  | Food Service Operation                  |  | 0902                                     |  | Apply for new
|    |  |                     |  |                                        
|MFM |  | Carmel, IN          |  | Liquor License                          |  | RR2905155                                |  | Transferable 
|    |  |                     |  |                                        
|MFM |  | Carmel, IN          |  | Registered Retail Merchant              |  | TID:0118972286 Corresp ID: 0400024967508 |  | Apply for new
|    |  |                     |  |                                        
|MFM |  | Livonia, MI         |  | Bar/Restaurant                          |  | 2006-15956                               |  | Apply for new
|    |  |                     |  |                                        
|MFM |  | Livonia, MI         |  | Certificate of Occupancy                |  | OF06-0035                                |  | n/a          
|    |  |                     |  |                                        
|MFM |  | Livonia, MI         |  | Food Service Operation                  |  | SFE4882048282                            |  | Apply for new
|    |  |                     |  |                                        
|MFM |  | Livonia, MI         |  | Liquor License                          |  | CLASSC 133721-2007 SS                    |  | Transferable 
|    |  |                     |  |                                        
|MFM |  | Livonia, MI         |  | Sales Tax License                       |  | U ME-0151615                             |  | Apply for new
|    |  |                     |  |                                        
|MFM |  | Pittsburgh, PA      |  | Assembly Occupancy Permit               |  | 02905                                    |  | Apply for new
|    |  |                     |  |                                        
|MFM |  | Pittsburgh, PA      |  | Certificate of Occupancy                |  | 52664                                    |  | n/a          
|    |  |                     |  |                                        
|MFM |  | Pittsburgh, PA      |  | Health Dept. Permit                     |  | 200705070018                             |  | Apply for new
|    |  |                     |  |                                        
|MFM |  | Pittsburgh, PA      |  | Liquor License                          |  | R 565                                    |  | Transferable 
|    |  |                     |  |                                        
|MFM |  | Pittsburgh, PA      |  | Sales Tax License                       |  | 81560821                                 |  | Apply for new
|    |  |                     |  |                                        
|MFM |  | Tampa, FL           |  | Annual Resale Certificate for Sales Tax |  | 39-8013353307-9                          |  | Apply for new
|    |  |                     |  |                                        
|MFM |  | Tampa, FL           |  | Business License                        |  | Control # 048672                         |  | Apply for new
|    |  |                     |  |                                        
|MFM |  | Tampa, FL           |  | Business Tax                            |  | Folio #168745                            |  | Apply for new
|    |  |                     |  |                                        
|MFM |  | Tampa, FL           |  | Liquor License                          |  | BEV3909813                               |  | Transferable 
|    |  |                     |  |                                        
|MFM |  | Tampa, FL           |  | Seating Food Service                    |  | SEA915898                                |  | Apply for new
|    |  |                     |  |                                        
|MFM |  | Rochester Hills, MI |  | Alarm User License                      |  |                                          |  | Apply for new
|    |  |                     |  |                                        
|MFM |  | Rochester Hills, MI |  | Food Service Operation                  |  |                                          |  | Apply for new
|    |  |                     |  |                                        
|MFM |  | Rochester Hills, MI |  | Liquor License                          |  | CLASSC 149948-2007 SS SDM 149949-2007    |  | Transferable 



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Execution Version



|      |  |                     |  |                                         |  |                                       |  |                                                                                                         
|----- |  | ------------------- |  | --------------------------------------- |  | ------------------------------------- |  | --------------------------------------------------------------------------------------------------------
|MFM   |  | Rochester Hills, MI |  | Sales Tax License                       |  | U ME-0151615                          |  | Apply for new                                                                                           
|      |  |                     |  |                                        
|MFM   |  | Brookfield, WI      |  | Food Service Operation                  |  | ID #72694/Category 3                  |  | Apply for new                                                                                           
|      |  |                     |  |                                        
|MFM   |  | Brookfield, WI      |  | Food Service Operation-State            |  |                                       |  | Apply for new                                                                                           
|      |  |                     |  |                                        
|MFM   |  | Brookfield, WI      |  | Liquor License                          |  | 2000 4                                |  | Apply for new                                                                                           
|      |  |                     |  |                                        
|MFM   |  | Brookfield, WI      |  | Sales Tax License                       |  |                                       |  | Apply for new                                                                                           
|      |  |                     |  |                                        
|MFM   |  | Sandestin, FL       |  | Annual Resale Certificate for Sales Tax |  | 76-8013849155-7                       |  | Apply for new                                                                                           
|      |  |                     |  |                                        
|MFM   |  | Sandestin, FL       |  | Liquor License                          |  | BEV7601142                            |  | Transferable                                                                                            
|      |  |                     |  |                                        
|MFM   |  | Sandestin, FL       |  | Seating Food Service                    |  | SEA7601991                            |  | Apply for new                                                                                           
|      |  |                     |  |                                        
|MFM   |  | All KY Locations    |  | LLC Annual Report                       |  | N/A                                   |  | Apply for new                                                                                           
|      |  |                     |  |                                        
|STEAK |  | Downtown Columbus   |  | Alarm User License (A)                  |  | 9848276                               |  | Apply for new                                                                                           
|      |  |                     |  |                                        
|STEAK |  | Downtown Columbus   |  | Food Service Operation                  |  | PR0003370-PT0003403                   |  | Apply for new                                                                                           
|      |  |                     |  |                                        
|STEAK |  | Downtown Columbus   |  | Liquor License                          |  | 1204670-0035                          |  | Transferable                                                                                            
|      |  |                     |  |                                        
|STEAK |  | Downtown Columbus   |  | Place of Assembly                       |  |                                       |  | Apply for new                                                                                           
|      |  |                     |  |                                        
|STEAK |  | Downtown Columbus   |  | Vendors License                        |  | 25-283721                             |  | Apply for new                                                                                           
|      |  |                     |  |                                        
|STEAK |  | Columbus Polaris    |  | Alarm User License (A)                  |  | 2061227                               |  | Apply for new                                                                                           
|      |  |                     |  |                                        
|STEAK |  | Columbus Polaris    |  | Cigarette Dealers License              |  | 25-1152                               |  | Apply for new                                                                                           
|      |  |                     |  |                                        
|STEAK |  | Columbus Polaris    |  | Food Service Operation                  |  | PR0003373-PT0003406                   |  | Apply for new                                                                                           
|      |  |                     |  |                                        
|STEAK |  | Columbus Polaris    |  | Liquor License                          |  | 1204670-0045                          |  | Transferable                                                                                            
|      |  |                     |  |                                        
|STEAK |  | Columbus Polaris    |  | Place of Assembly                       |  | 07-023354-01                          |  | Apply for new                                                                                           
|      |  |                     |  |                                        
|STEAK |  | Columbus Polaris    |  | Vendors License                        |  | 25-290992                             |  | Apply for new                                                                                           
|      |  |                     |  |                                        
|STEAK |  | Birmingham, MI      |  | Food Service Operation                  |  |                                       |  | Apply for new                                                                                           
|      |  |                     |  |                                        
|STEAK |  | Birmingham, MI      |  | Liquor License                          |  | CLASSC 117586-2005 SS SDM 130860-2005 |  | Transferable (117586-2005 will require the commitment and cooperation of Palladium Restaurant III, LLC.)



---

Execution Version



|      |  |                |  |                   |  |              |  |              
|----- |  | -------------- |  | ----------------- |  | ------------ |  | -------------
|STEAK |  | Birmingham, MI |  | Liquor License    |  | 07-00001363  |  | Transferable 
|      |  |                |  |                  
|STEAK |  | Birmingham, MI |  | Sales Tax License |  | U ME-0151615 |  | Apply for new





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Execution Version

Schedule 3.15

Tax Matters



|1. | Seller has pending 2005 and 2006 federal income tax audits with the I.R.S.
|-- | --------------------------------------------------------------------------



|2. | Seller has a pending 2004-2007 Ohio sales and use tax audit.
|-- | ------------------------------------------------------------



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Execution Version

Schedule 3.17

Intellectual Property

The following lists of Intellectual Property Rights are attached:

3.17.1 Current Federal Service Mark
Registration

3.17.2 Pending Federal Service Mark Application

3.17.3 Current Common Law Service Marks

3.17.4 Current State Service Mark Registrations

3.17.5 Pending State Service Mark Registrations

3.17.6 The Name
Mitchell

3.17.7 Current U.S. Copyright Registrations

3.17.8 Works of Original Authorship Subject to Copyright Protection

3.17.9 Derivative Works (registered and unregistered)

3.17.10 Mask Works

3.17.11 Tradenames

3.17.12 Trade Secrets

3.17.13 Trade Dress

3.17.14 Owned Computer Software

3.17.15 Licensed Computer Software

3.17.16 Patents

3.17.17 Inventions

3.17.18 Registered Domain Names

3.17.19 Third-Party Owned Intellectual
Property Used or Useful in Business

3.17.1 Current Federal Service Mark Registration



|                         |  |                  |  |                                   |  |       
|------------------------ |  | ---------------- |  | --------------------------------- |  | ------
|Service Mark             |  | Registration No. |  | Registrant                        |  | Status
|Mitchells Fish Market |  | 2,713,985        |  | Cameron Mitchell Restaurants, LLC |  | Active

3.17.2 Pending Federal Service Mark Application



|                        |  |                 |  |                                   |  |          
|----------------------- |  | --------------- |  | --------------------------------- |  | ---------
|Service Mark            |  | Application No. |  | Applicant                         |  | Status   
|Mitchells Ocean Club |  | 77/038135       |  | Cameron Mitchell Restaurants, LLC |  | Suspended

3.17.3 Current Common Law Service Marks



|                       |  |                                   |  |                       
|---------------------- |  | --------------------------------- |  | ----------------------
|Mark                   |  | Owner                             |  | Used On               
|Camerons Steakhouse |  | Cameron Mitchell Restaurants, LLC |  | Steakhouse restaurants



---

Execution Version



|                                                           |  |                                   |  |            
|---------------------------------------------------------- |  | --------------------------------- |  | -----------
|Mitchells Steakhouse                                    |  | Cameron Mitchell Restaurants, LLC |  | Restaurants
|Columbus Fish Market                                     |  | Cameron Mitchell Restaurants, LLC |  | Restaurants
|Fish Any Fresher Would Still Be in the Ocean             |  | Cameron Mitchell Restaurants, LLC |  | restaurants
|Mitchells Fish Market Seafood Restaurant & Bar & design |  | Cameron Mitchell Restaurants, LLC |  | Restaurants
|Columbus Fish Market Seafood Restaurant & Bar & design   |  | Cameron Mitchell Restaurants, LLC |  | Restaurants

3.17.4 Current State Service Mark Registrations

None.

3.17.5 Pending State Service Mark Registrations

None.

3.17.6 The Name Mitchell

The name Mitchell (including any stylistic presentation or possessive/plural-possessive form) for use and for future exploitation by Purchaser in connection with the provision of restaurant, lounge,
catering or food services of any kind and scope worldwide, whether used in connection with the Business or not, to include, without limitation, (i) marketing, promotion or advertisement in any form of such services; (ii) trademark, service
mark or trade name use and federal, state or foreign registration in any class related to or associated with such services or the promotion or advertisement of same; and (iii) as part of or the subject of a copyright claim, use or registration.

The Name Cameron

The name
Cameron (including any stylistic presentation or possessive/plural-possessive form) for use and for future exploitation by Purchaser in connection with the provision of steakhouse and seafood restaurant services
worldwide, such exploitation and use to include, without limitation, (i) marketing, promotion or advertisement in any form of such services; (ii) trademark, service mark or trade name use and federal, state or foreign registration in any
class related to or associated with such services or the promotion or advertisement of same; and (iii) as part or the subject of a copyright claim, use or registration.

3.17.7 Current U.S. Copyright Registrations

None.

3.17.8 Works of Original Authorship Subject to Copyright Protection

Subject to Section 5.1(o) of the Agreement, all
original works of authorship that are copyrightable that are owned by, have been used by, and are being used by Seller in connection with the operation of the Business (as that term is defined in the Agreement) including but not limited to all
photographs, photographic negatives, photograph images (digital or otherwise),



---

Execution Version



advertisements, ad copy, web layout and design, web copy and content, recipes (see attached list), training manuals,
menus, menu language and design, gift card design, artwork, architectural drawings and plans, interior design plans, lyrics and composition of music, sound recordings, videos and video images, and all copyrights therein.

3.17.9 Derivative Works (registered and unregistered)

Subject to
Section 5.1(o) of the Agreement, all original works of authorship that are based upon one or more pre-existing works that are owned by, have been used by, and are being used by Seller in connection with the operation of the Business (as that
term is defined in the Agreement) including but not limited to all photographs, photographic negatives, photograph images (digital or otherwise), advertisements, ad copy, web layout and design, web copy and content, menus, menu language and design,
gift card design, artwork, architectural drawings and plans, interior design plans, lyrics and composition of music, sound recordings, videos and video images, and all copyrights therein.

3.17.10 Mask Works

None.

3.17.11 Tradenames

All tradenames used or useful in the operation of the
Business.

3.17.12 Trade Secrets

All trade secrets used or
useful in the operation of the Business.

3.17.13 Trade Dress

All trade dress used by or useful to Seller in the operation of the Business.

3.17.14 Owned Computer Software

All computer software owned by Seller and used or useful in the operation of the Business.

3.17.15 Licensed Computer Software

All computer software licensed to Seller and used or useful in the operation of the
Business.

3.17.16 Patents

None.

3.17.17 Inventions

None.



---

Execution Version



3.17.18 Registered Domain Names



|                         |  |                   |  |                
|------------------------ |  | ----------------- |  | ---------------
|Domain Name              |  | Registration Date |  | Expiration Date
|mitchellsoceanclub.com   |  | 1/18/2006         |  | 1/18/2008      
|camerons-steakhouse.com  |  | 7/18/2006         |  | 7/18/2008      
|columbusfishmarket.com   |  | 9/13/2001         |  | 9/12/2009      
|mitchellsfishmarket.com  |  | 9/13/2001         |  | 9/13/2009      
|mitchellssteakhouse.com  |  | 9/13/2001         |  | 9/13/2009      
|mitchellsfishmarket.info |  | 1/11/2005         |  | 12/26/2010     

3.17.19 Third-Party Owned Intellectual Property Used or Useful in Business

All third-party owned Intellectual Property used or useful in the operation of the Business.

To the extent that any of the above scheduled items are also used by Seller other than as part of the Business (as defined in the Agreement), Seller shall immediately notify Purchaser of the nature of such use and any
desire to retain certain rights of use after the Closing. Purchaser shall have the option, in its sole discretion, to consent to such use, and such consent, if given, shall be embodied in a written agreement executed at the Closing.

Recipes  See list



---

Schedule 3.17

MFM
Recipes

As of November 2007



|                                    |  |             
|----------------------------------- |  | ------------
|Recipe                              |  | Date Created
|Bakeshop                            |  |             
|Bread Pudding Custard               |  | Feb. 2006   
|Bread Pudding Plating               |  | Jan. 2007   
|Candied Cashews                     |  | Sept. 2004  
|Candy Pecans                        |  | Jun-06      
|Caramel Sauce                       |  | Sept. 2004  
|Carrot Cake Assembly                |  | May-05      
|Carrot Cake Layers                  |  | Jun-05      
|Carrot Cake Plating                 |  | Jun-05      
|Carrot Puree                        |  | May-05      
|Coffee Fudge Sauce                  |  | Sept. 2004  
|Cream Cheese Frosting               |  | Jun-05      
|Creme Brulee Custard                |  | Feb. 2005   
|Creme Brulee Plating                |  | Jan. 2007   
|Garlic Pita Chips                   |  | Feb. 2005   
|Java Lava Cups                      |  | Feb. 2005   
|Java Lava Plating                   |  | Jan. 2007   
|Key Lime Coulis                     |  | Dec. 2004   
|Key Lime Pie Plating                |  | Jan. 2007   
|Key Lime 6 Pies                     |  | Sept. 2004  
|Key Lime 9 Pies                     |  | Sept. 2004  
|Lemon Sorbet                        |  | Oct. 2006   
|Macadamia Graham Crust              |  | Oct. 2004   
|Orange Shortbread                   |  | Mar. 2006   
|Rum Anglaise                        |  | Sept. 2004  
|Shark Fin Pie                       |  | Sept. 2004  
|Shark Fin Pie Plating               |  | Jan. 2007   
|                                    | 
|Bar Menu                            |  |             
|Blackened Fish Taco                 |  | Sept. 2006  
|Blue Cheese Slaw and Buffalo Shrimp |  | Sept. 2006  
|Codwich Slider with Cheddar Cheese  |  | Sept. 2006  
|Kung Poa Fried Calamari             |  | May-07      
|Old Bay Peal and Eat Shrimp         |  | May-07      
|Pan Roasted Wild Blue Mussels       |  | May-07      
|Hoison BBQ Sauce                    |  | May-07      
|Hoison Glazed Chicken Wings         |  | Sept. 2006  
|Sesame Blue Cheese Dressing         |  | Sept. 2006  
|Chipotle Ketchup                    |  | Sept. 2006  
|Vegetable Fries                     |  | Sept. 2006  
|                                    | 
|Cold Sauces                         |  |             
|Apricot Ale Mustard                 |  | Sept. 2006  
|Banana Jalapeno Salsa               |  | Oct. 2006   
|Cane Syrup                          |  | Sept. 2004  
|Cocktail Sauce                      |  | Sept. 2004  
|Crab Louis Dressing                 |  | Feb. 2005   
|Ginger Mignonette                   |  | Sept. 2004  
|Kung Pao Sauce                      |  | Mar. 2005   
|Mustard Sauce for Stone Claws       |  | Jun-05      



---

MFM Recipes

As of
November 2007



|                        |  |             
|----------------------- |  | ------------
|Recipe                  |  | Date Created
|Tartar Sauce            |  | Sept. 2004  
|Wasabi Pepper Mayo      |  | Sept. 2004  
|                        | 
|Crab Cake Recipes       |  |             
|12 Pound Crab Cake Mix  |  | Sept. 2004  
|Crab Cake Appetizer     |  | Oct. 2006   
|Crab Cake Sandwich      |  | Oct. 2006   
|Crab Cakes Entrée       |  | Oct. 2006   
|Junior Crab Cake        |  | May-06      
|Shrimp and Crab Cake    |  | Oct. 2006   
|Sweet Corn Saute        |  | Oct. 2006   
|                        | 
|Dressings               |  |             
|1000 Island Dressing    |  | Sept. 2004  
|Blue Cheese Dressing    |  | Sept. 2004  
|Caesar Dressing         |  | Sept. 2004  
|Citrus Vinaigrette      |  | Sept. 2004  
|Maple Bacon Vinaigrette |  | Aug. 2007   
|Poppy See Vinaigrette   |  | Sept. 2004  
|Ranch Dressing          |  | Sept. 2004  
|Red Wine Vinaigrette    |  | Apr-06      
|Rice Wine Vinaigrette   |  | Jun-06      
|Sherry Vinaigrette      |  | Oct. 2006   
|Sweet and Sour Dressing |  | Sept. 2004  
|                        | 
|Bar Recipes             |  |             
|Hot Buttered Rum Batter |  | Oct. 2005   
|Simple Syrup            |  | Oct. 2005   
|Sour Mix                |  | May-06      
|Wasabi Mary Mix         |  | May-06      
|                        | 
|Fry                     |  |             
|Calamari Prep           |  | Aug. 2007   
|Crispy Fried Calamari   |  | May-06      
|Fish and Chips          |  | Oct. 2006   
|Fried Jumbo Golf Shrimp |  | Oct. 2006   
|Fried Oyster Wrap       |  | May-06      
|Fried Seafood Platter   |  | Oct. 2006   
|Garlic Calamari         |  | Mar. 2003   
|Junior Fried Shrimp     |  | Oct. 2006   
|Kids Chicken Fingers   |  | Oct. 2006   
|Kids Fish and Chips    |  | Oct. 2006   
|Kids Fried Shrimp      |  | Oct. 2006   
|                        | 
|Grill                   |  |             
|Add Lobster Tail        |  | Apr-06      
|Add Blue Cheese Crust   |  | Apr-06      
|Add King Crab Legs      |  | Oct. 2006   
|Add Oscar Style         |  | Apr-06      
|Add Shrimp Scampi       |  | Oct. 2006   



---

MFM Recipes

As of
November 2007



|                             |  |             
|---------------------------- |  | ------------
|Recipe                       |  | Date Created
|Alaskan Red King Crab Legs   |  | Oct. 2006   
|Bacon Wrapped Twin Filets    |  | Oct. 2006   
|Broiled Platter              |  | Oct. 2006   
|Cold Water Rock Lobster Tail |  | April 2006  
|Crab Cake Appetizer          |  | Oct. 2006   
|Crab Cakes Entrée            |  | Oct. 2006   
|Garlic Broiled Shrimp        |  | Oct. 2006   
|Ginger Crusted Salmon        |  | Oct. 2006   
|Hoison Glazed Yellowfin Tuna |  | Oct. 2006   
|Hollandaise and Bernaise     |  | May-05      
|Junior Broiled Shrimp        |  | May-06      
|Junior Crab Cake             |  | May-06      
|Junior Filet                 |  | Feb. 2007   
|Junior Grilled Chicken       |  | Feb. 2005   
|Junior Grilled Salmon        |  | May-06      
|Lemon Pepper Chicken         |  | Aug. 2007   
|Lemon Pepper Rub             |  | Aug. 2007   
|Live Maine Lobster           |  | Apr-06      
|MFM Steaks                   |  | Apr-06      
|Pecan Trout                  |  | Oct. 2006   
|Shallot Butter               |  | Oct. 2006   
|Shang Hai Fish               |  | Oct. 2006   
|Shana Hai Sampler            |  | Oct. 2006   
|Shrimp and Crab Cake         |  | Oct. 2006   
|Shrimp Skewer                |  | Oct. 2006   
|Shrimp, Shrimp, Shrimp       |  | Oct. 2006   
|Simply Grilled or Broiled    |  | Oct. 2006   
|Spice Rubbed BBQ Chicken     |  | May-06      
|Steak and Shrimp             |  | Oct. 2006   
|Voodoo BBQ Shrimp            |  | Oct. 2006   
|                             | 
|Hot Sauces                   |  |             
|BBQ Sauce                    |  | Sept. 2004  
|Buffalo Sauce                |  | Mar. 2006   
|Chicken Stock                |  | Sept. 2004  
|Cioppino Base                |  | Apr-06      
|Etouffe Sauce                |  | Sept. 2004  
|Hoison Glaze                 |  | Sept. 2004  
|Mango Vinaigrette            |  | May-06      
|Marinara Sauce               |  | Mar. 2005   
|Ponzu Sauce                  |  | Sept. 2004  
|Shallot Cream Sauce          |  | Jun-05      
|Shrimp Gravy                 |  | Mar. 2006   
|Sticky Rice Syrup            |  | Sept. 2004  
|Three Cheese Sauce           |  | Feb. 2005   
|White Wine Garlic Sauce      |  | Feb. 2005   
|                             | 
|Miscellaneous Prep           |  |             
|BBQ Spice Rub                |  | Mar. 2006   
|Beer Batter                  |  | Sept. 2004  



---

MFM Recipes

As of
November 2007



|                             |  |             
|---------------------------- |  | ------------
|Recipe                       |  | Date Created
|Candied Cashews              |  | Sept. 2004  
|Chipotle Mayonnaise          |  | Mar. 2006   
|Chicken Sandwich Marinade    |  | Sept. 2004  
|Dark Brown Roux              |  | Sept. 2004  
|Garlic Butter                |  | Sept. 2004  
|Garlic Confit                |  | Feb. 2005   
|Ginger Crust                 |  | Sept. 2004  
|Herbs Italiano               |  | Apr-06      
|Lemon Cutting                |  | Apr-06      
|Mitchells Dust              |  | Sept. 2004  
|Pan Fry Dust                 |  | Sept. 2004  
|Parsley Butter               |  | Sept. 2004  
|Rockefeller Mix              |  | Apr-06      
|Salt and Pepper              |  | Sept. 2004  
|Seasoned Wondra Flower       |  | Sept. 2004  
|Sesame Crackers              |  | Sept. 2004  
|Smoked S&P                   |  | Sept. 2004  
|Sundried Tomato Mayo         |  | Sept. 2004  
|Sundried Tomato Pesto        |  | Sept. 2004  
|Tarragon Reduction           |  | Sept. 2004  
|Whipped Butter               |  | Sept. 2004  
|                             | 
|Miscellaneous Seafood        |  |             
|10 Pound Crab Cake Mix       |  | Sept. 2004  
|12 Pound Crab Cake Mix       |  | Sept. 2004  
|Banana Crust Procedure       |  | Jun-06      
|Calamari Prep                |  | Jul-07      
|Crab Slaw                    |  | Jun-05      
|Pecan Breading               |  | Oct. 2006   
|Poached Salmon for Salad     |  | Sept. 2004  
|Shrimp Cocktail Boil         |  | Sept. 2004  
|Tuna Salad                   |  | Sept. 2004  
|                             | 
|Pantry                       |  |             
|Spinach Salad (Maple)        |  | Aug. 2007   
|Asian Salmon Salad           |  | Jan. 2007   
|Beefsteak Tomato Salad       |  | May-07      
|Blackened Salmon Salad       |  | Aug. 2007   
|Buffalo Shrimp Salad         |  | Jan. 2007   
|Caesar Croutons              |  | Sept. 2004  
|Caesar Salads                |  | Oct. 2006   
|Chicken BLT Salad            |  | Oct. 2006   
|Citrus Salmon Salad          |  | Dec. 2004   
|Clams on the Half Shell      |  | Apr-06      
|Entrée Caesar Salad          |  | Oct. 2006   
|Harpoon Shrimp Salad         |  | Oct. 2006   
|House Salad                  |  | Oct. 2006   
|Jumbo Lump Crabmeat Cocktail |  | Oct. 2006   
|Jumbo Shrimp Cocktail        |  | Mar. 2007   
|Kids Caesar Salad           |  | Feb. 2005   



---

MFM Recipes

As of
November 2007



|                              |  |             
|----------------------------- |  | ------------
|Recipe                        |  | Date Created
|Kids Goldfish Sundae         |  | Feb. 2005   
|Kids Oreo Snowball           |  | Feb. 2005   
|Kids Salad                   |  | Feb. 2005   
|Macerated Strawberries        |  | Feb. 2005   
|Mitchells Raw Bar Sampler    |  | Apr-06      
|Old Bay Peel and Eat Shrimp   |  | Apr-06      
|Oyster Samplers               |  | Apr-06      
|Oysters on the Halfshell      |  | Apr-06      
|Pickeled Cucumbers            |  | Oct. 2006   
|Poached Pears                 |  | Oct. 2006   
|Seared Ahi Tuna               |  | Oct. 2006   
|Spicy Pasta Portions          |  | Oct. 2006   
|Spicy Pasta Sauce             |  | Jun-06      
|Spinach Salad                 |  | Jan. 2007   
|Titanic Salad                 |  | Oct. 2006   
|Whip Cream                    |  | Feb. 2007   
|                              | 
|Sandwiches                    |  |             
|Cheddarburger                 |  | Oct. 2006   
|Crab Cake Sandwich            |  | Oct. 2006   
|Kids Burger                  |  | Sept. 2004  
|Kids Grilled Cheese          |  | Oct. 2006   
|MFM Fish Sandwich             |  | Oct. 2006   
|Spicy Grilled Chicken         |  | Jan. 2007   
|Tuna Salad Melt               |  | Oct. 2006   
|                              | 
|Saute                         |  |             
|Blackened Fish                |  | Oct. 2006   
|Brown Butter Sauce            |  | Jul-06      
|Camerons Walleye             |  | Oct. 2006   
|Cedar Roasted Atlantic Salmon |  | Aug. 2007   
|Cheese Crumbs                 |  | Apr-05      
|Crab, Spinach & Artichoke Dip |  | Oct. 2006   
|Garlic Sauce                  |  | Feb. 2005   
|Island Spiced Tilapia         |  | Oct. 2006   
|Junior Shrimp Alfredo         |  | Jun-06      
|Kid Pasta                     |  | Feb. 2007   
|Market Fish (Saute)           |  | Oct. 2006   
|Market Vegetable Plate        |  | Aug. 2007   
|Orange Ginger Sauce           |  | Sept. 2004  
|Oysters Rockefeller           |  | May-06      
|Pasta Louise                  |  | Oct. 2006   
|Penne Alfredo                 |  | Oct. 2006   
|Portabella Bruschetta         |  | Oct. 2006   
|San Francisco Cioppino        |  | Jul-07      
|Shrimp and Scallop Americana  |  | Jan. 2007   
|Shrimp Americana              |  | Jan. 2007   
|Shrimp Pack                   |  | Apr-06      
|Steamed Little Neck Clams     |  | Jun-07      
|The Market Trio               |  | Jul-07      





---

MFM Recipes

As of
November 2007



|                               |  |             
|------------------------------ |  | ------------
|Recipe                         |  | Date Created
|Wild Blue Mussels              |  | Jun-07      
|                               | 
|Sides                          |  | Oct. 2006   
|Asparagus                      |  | Apr-05      
|Back Hall Recipes              |  | Feb. 2005   
|Blanching Vegetables           |  | Oct. 2006   
|Broccoli Side                  |  | Aug. 2007   
|Cedar Roasted Vegetables       |  | Oct. 2006   
|Creamy Coleslaw                |  | Oct. 2006   
|Garlic Spinach                 |  | Oct. 2006   
|Green Beans and Mushrooms      |  | Mar. 2006   
|Gumbo Rice                     |  | Oct. 2006   
|Hushpuppies                    |  | Oct. 2006   
|Market Vegetables              |  | Oct. 2006   
|Pickeled Cucumbers             |  | Oct. 2006   
|Portobella Relish              |  | Jan. 2007   
|Scallion Mashed Potatoes       |  | Oct. 2006   
|Sea Salt Baked Potato          |  | Oct. 2006   
|Sea Salt French Fries          |  | Oct. 2006   
|Shrimp Jambalaya Rice          |  | Oct. 2006   
|Side Plating                   |  | Oct. 2006   
|Sticky Rice                    |  | Nov. 2006   
|Stir-Fry Vegetable             |  | Oct. 2006   
|Sweet Corn Saute               |  |             
|                               | 
|Soups                          |  | Aug. 2007   
|Fresh Little Neck Clam Chowder |  | Sept. 2004  
|Gumbo Roux and Seasoning       |  | Sept. 2004  
|Little Neck Clam Chowder       |  | Sept. 2004  
|Maine Lobster Bisque           |  | Sept. 2004  
|New Orleans Seafood Gumbo      |  |             
|                               | 
|Specials                       |  | Mar. 2001   
|Chardonnay Mussels             |  | Apr. 2004   
|Chardonnay Cream               |  | Jun-05      
|Lemon Ginger Mussels           |  | Jun-05      
|Ginger Infusion                |  | Jan. 2001   
|Jalapeno Mussels               |  | Jan. 2001   
|Jalapeno Mussel Broth          |  | Mar. 2003   
|Smoked Salmon Quesadilla       |  | Mar. 2003   
|Pico (1 quart)                 |  | Mar. 2003   
|Pico (2 gallon)                |  | Apr. 2004   
|4 Egg Omelette                 |  | Sept. 2004  
|Brunch Quesadilla              |  | Sept. 2004  
|Candied Macademias             |  | Sept. 2004  
|Caramelized Bacon              |  | Sept. 2004  
|Crab and Eggs                  |  | Oct. 2001   
|Eggs Benedict                  |  | Sept. 2004  
|French Toast                   |  | Sept. 2004  
|French Toast Batter            |  | Sept. 2004  





---

MFM Recipes

As of
November 2007



|                         |  |             
|------------------------ |  | ------------
|Recipe                   |  | Date Created
|Fresh Fruit              |  | Sept. 2004  
|Fruit Glaze              |  | Sept. 2004  
|Hashbrowns               |  | May-01      
|Lox and Bagel            |  | Sept. 2004  
|Salmon Bit               |  | Sept. 2004  
|Smoked Salmon Scramble   |  | Sept. 2004  
|Tarragon Mayo            |  | Sept. 1998  
|Almond Joy Tart          |  | Jun-05      
|Apple Cobbler            |  | Jun-05      
|Apple Cobbler Plating    |  | Jun-00      
|Streusel Topping         |  | Jun-05      
|Apple Galette            |  | Jun-05      
|Apple Galette Plating    |  | Jun-05      
|Brisse Dough             |  | Sept. 2001  
|Caramel Anglais          |  | Oct. 2004   
|Apple Cheesecake Plating |  | Oct. 2004   
|Caramel Apple Cheesecake |  | Sept. 2004  
|Cinnamon Powdered Sugar  |  | Oct. 2004   
|Dried Apple Chips        |  | Sept. 1998  
|Candied Pecans           |  | Aug. 2004   
|Coconut Crisp            |  | Jun-99      
|Lemon Anglaise           |  | Sept. 2004  
|Simple Syrup             |  | Sept. 2004  
|Strawberry Sauce         |  | Sept. 2004  
|Chocolate Cake Base      |  | Sept. 2004  
|Chocolate Mocha Torte    |  | Sept. 2004  
|Chocolate Mousse Torte   |  | Sept. 2004  
|Espresso Syrup           |  | Sept. 2004  
|Ganache                  |  | Jun-05      
|Buttermilk Bisquits      |  | Jun-05      
|Strawberry Parfait       |  | Jun-00      
|Toffee Fudge Torte       |  | Jun-00      
|Toffee Torte Plating     |  | Oct. 2006   
|Bacon Wrapped Salmon     |  | Oct. 2006   
|Balsamic Butter Sauce    |  | Oct. 2006   
|Wild Mushroom Paste      |  | Oct. 2006   
|Wild Mushroom Spaetzle   |  | Jan. 2007   
|Bourbon BBQ Mahi         |  | Jul-06      
|Bourbon BBQ Sauce        |  | Sept. 2006  
|Sweet Potato Gratin      |  | Jan. 2007   
|Camerons Walleye        |  | Jul-06      
|Crab Slaw                |  | Jul-06      
|Shallot Cream Sauce      |  | Jan. 2007   
|Balsamic Butter Sauce    |  | Jan. 2007   
|Saltimocca Cod Salmon    |  | Jan. 2007   
|Proscuitto Stuffing      |  | Jan. 2007   
|Red Pepper Mash          |  | Sept. 2006  
|Crawfish Crust           |  | Jan. 2007   
|Crawfish Crusted Catfish |  | Sept. 2006  
|Creole Mustard Sauce     |  | Sept. 2006  



---

MFM Recipes

As of
November 2007



|                                      |  |             
|------------------------------------- |  | ------------
|Recipe                                |  | Date Created
|Creole Risotto                        |  | Sept. 2006  
|Scallion Risotto                      |  | Nov. 2006   
|Creole Blackened Swordfish            |  | Nov. 2006   
|Creole Cream                          |  | Nov. 2006   
|Acorn Squash with Sausage and Peppers |  | Nov. 2006   
|Fried Sweet Potatoes                  |  | Jul-06      
|Jalapeno Jelly                        |  | Jan. 2007   
|Sweet and Sour Glazed Swordfish       |  | Jul-06      
|Jalapeno Marinade                     |  | Jul-06      
|Melon Salsa                           |  | Jul-06      
|Onion Straws                          |  | Jul-06      
|Tri Pepper Packs                      |  | Oct. 2006   
|Herb Rubbed Salmon                    |  | Oct. 2006   
|Herb Rub                              |  | Oct. 2006   
|Basil Butter Sauce                    |  | Oct. 2006   
|Garlic Zucchini                       |  | Oct. 2006   
|Three Cheese Gratin                   |  | Oct. 2006   
|Tomato Relish                         |  | Jan. 2007   
|Mango BBQ Mahi                        |  | Jan. 2007   
|Mango BBQ Sauce                       |  | Jan.2007    
|Corn and Pineapple Salsa              |  | Jan.2007    
|Lime Syrup                            |  | Jan. 2007   
|Mountain Trout                        |  | Jun-05      
|Blue Crab Remoulade                   |  | Jun-05      
|Cheddar Grits                         |  | Jun-05      
|Skillet Beans                         |  | Jun-05      
|Corn Dusted Scallops                  |  | Jun-05      
|Corn Relish                           |  | Jun-05      
|Pan Fry Dust                          |  | Jun-05      
|Poblano Corn Cream Sauce              |  | Jun-05      
|Scallion Risotto                      |  | Jan. 2007   
|Parkerhouse Cod                       |  | Nov. 2003   
|Ritz Crumbs                           |  | Jun-05      
|Shallot Cream Sauce                   |  | Jan. 2007   
|Pinenut Crusted Cod                   |  | Jul-06      
|Pinenut Crust                         |  | Jul-06      
|Tomato Basil Chutney                  |  | Jul-06      
|Tomato Butter Sauce                   |  | Jan.2007    
|Potato and Horseradish Salmon         |  | Jun-05      
|Potato Horseradish Whitefish          |  | Jan. 2007   
|Tomato Chutney                        |  | Nov. 2006   
|Spiced Pecan Salmon                   |  | Nov. 2006   
|Pumpkin Butternut Squash              |  | Dec. 2006   
|Spiced Pecan Crust                    |  | Nov. 2006   
|Vanilla Bourbon Sauce                 |  | Jun-05      
|Crabbed Stuffed Flounder/Whitefish    |  | Jun-05      
|Lemon Butter Sauce                    |  | Jun-05      
|Redskin Potato Gratin                 |  | Jun-05      
|Roasted Lobster and Tomato Sauce      |  | Jun-05      
|Stuffed Flounder                      |  | Jan. 2007   





---

MFM Recipes

As of
November 2007



|                              |  |             
|----------------------------- |  | ------------
|Recipe                        |  | Date Created
|Zydeco Mahi Mahi              |  | Jun-05      
|Zydeco BBQ Sauce              |  | Jun-05      
|Cheddar Hashbrowns            |  | Jun-05      
|Apple Cider Glazed Salmon     |  | Jun-05      
|Apple Marinade & Butter Sauce |  | Jun-05      
|Butternut Squash              |  | Jun-05      
|Blackened Catfish             |  | Jun-05      
|Cheddar Grits                 |  | Jun-05      
|Tasso Cream Sauce             |  | Jun-05      
|Blackened Mahi                |  | Jun-05      
|Creole Risotto                |  | Jun-05      
|Mustard Sauce                 |  | Jun-05      
|Scallion Risotto              |  | Apr-04      
|Blackened Mahi Mahi           |  | Apr. 2004   
|Cilantro Cream Drizzle        |  | Jun-05      
|Corn Relish                   |  | Apr. 2004   
|Espanole BBQ Sauce            |  | Apr. 2004   
|Roasted Potato Hash           |  | Apr. 2004   
|Sweet Onion Relish            |  | Jun-05      
|Blackened Salmon              |  | Jun-05      
|Honey Dip Sauce               |  | Jun-05      
|Lobster Salad                 |  | Jun-05      
|Scallion Risotto              |  | Jun-05      
|Blackened Swordfish           |  | Jun-05      
|Potato Hash                   |  | Jun-05      
|Tasso Cream Sauce             |  | Jun-05      
|Cashew Crusted Grouper        |  | Jun-05      
|Miso Butter Sauce             |  | Jun-05      
|Miso Marinade                 |  | Mar. 2001   
|Sticky Rice Cakes             |  | Jun-05      
|Cashew Swordfish              |  | Jun-05      
|Mango Vinaigrette             |  | Jun-05      
|Mango Cashew Salsa            |  | Jun-05      
|Chipotle BBQ Glazed Mahi      |  | Jun-05      
|Chipotle BBQ Sauce            |  | Jun-05      
|Crawfish Cakes                |  | Jun-05      
|Crawfish Slaw                 |  | Jun-05      
|Crab Stuffed Salmon           |  | Jun-05      
|Garlic Risotto                |  | Jun-05      
|Lump Crab Crust               |  | Jun-05      
|Oven Roasted Tomatoes         |  | Jun-05      
|Scallion Risotto              |  | Jun-05      
|Sirachi Butter Sauce          |  | Jun-05      
|Herb Roasted Halibut          |  | Jun-05      
|Potato Leek Gratin            |  | Jun-05      
|Panfried Catfish              |  | Jun-05      
|Creole Risotto                |  | Jun-05      
|Mustard Sauce                 |  | Jun-05      
|Scallion Risotto              |  | Jun-05      
|Pecan Catfish                 |  | Jun-05      



---

MFM Recipes

As of
November 2007



|                                      |  |             
|------------------------------------- |  | ------------
|Recipe                                |  | Date Created
|Pecan Crust                           |  | Apr. 2006   
|Peppered Swordfish                    |  | Apr. 2006   
|Au Poivre Sauce                       |  | Apr. 2006   
|Dark Chicken Demi-Glace               |  | Apr. 2006   
|Dark Chicken Stock                    |  | Jun-05      
|Pistachio Grouper                     |  | Jun-05      
|Fennel Cream Sauce                    |  | Jun-05      
|Red Onion Marmalade                   |  | Jun-05      
|Roast Butternut Squash                |  | Jun-05      
|Sesame Crusted Mahi                   |  | Jun-05      
|Shitake Mushroom Sauce                |  | Jun-05      
|Spicy Tuna Roll                       |  | Jun-00      
|Wasabi Paint                          |  | Jun-05      
|Shrimp and Halibut Stew               |  | Jun-05      
|Halibut Stew Base                     |  | Jun-05      
|Soy Glazed Salmon                     |  | Jun-05      
|Soy Butter Sauce                      |  | Jun-05      
|Stir Fried Basmati Rice               |  | May-07      
|Blackened Tilapia Salad               |  | Jul-06      
|Blackened Tilapia                     |  | May-07      
|Honey Basil Vinaigrette               |  | Jan. 2007   
|Chinese Crab Cake Salad               |  | Jan. 2007   
|Plum Chili Vinaigrette                |  | Oct. 2006   
|Cumin Salmon Salad                    |  | Oct. 2006   
|Cumin Rub                             |  | Oct. 2006   
|Chipotle Lime Vinaigrette             |  | May-07      
|King Crab Cobb Salad                  |  | May-07      
|Honey Dijon Vinaigrette               |  | Jan. 2007   
|Grilled Mahi, Bacon and Spinach Salad |  | Jan. 2007   
|Caramelized Bacon Vinaigrette         |  | Jan. 2007   
|Potato Croutons                       |  | Jan. 2006   
|Chop BBQ Chicken Salad                |  | Jan. 2006   
|BBQ Chicken Pack                      |  | Jan. 2006   
|Cilantro Ranch                        |  | Jun-05      
|Halibut Nicoise                       |  | Jun-05      
|Lemon Oil                             |  | Jun-05      
|Cabernet Buttermilk Dressing          |  | Jun-05      
|Red Wine Herb Vinaigrette             |  | Jun-05      
|Rock Shrimp Salad                     |  | Jun-05      
|Asian Peanut Dressing                 |  | Sept. 2006  
|Mint Vinaigrette                      |  | Jun-05      
|BBQ Mahi Sandwich                     |  | Jun-05      
|Onion Straws                          |  | Feb. 2003   
|Blackened Tuna Sandwich               |  | Feb. 2001   
|Wasabi Mayonnaise                     |  | Aug. 2005   
|King Crab Salad Sandwich              |  | Aug. 2005   
|Ranch Potato Chips                    |  | Jun-05      
|Lobster Salad Croissant               |  | Apr. 2006   
|Shrimp Po Boy                         |  | Apr. 2006   
|Tomatillo Vinaigrette                 |  | Jun-05      



---

MFM Recipes

As of
November 2007



|                            |  |             
|--------------------------- |  | ------------
|Recipe                      |  | Date Created
|Shrimp Salad Croissant      |  | Jun-05      
|Cashew Shrimp               |  | Jun-05      
|Cashew Veg                  |  | Jun-05      
|Sauce                       |  | Jun-05      
|Linguini & Clams            |  | Jun-05      
|Lobster Fettuccini          |  | Jun-05      
|Provencale Sauce            |  | Sept. 2004  
|Seafood Linguini            |  | Mar. 2005   
|Marinara Sauce              |  | Sept. 2004  
|Piri Piri                   |  | Jun-05      
|Shrimp and Artichoke Pasta  |  | Jun-05      
|Provencale Sauce            |  | Jun-05      
|Shrimp Fettuccini           |  | Jun-05      
|Provencale Sauce            |  | Jun-05      
|Chipotle Shrimp Rigatoni    |  | Jun-05      
|Chipotle Cream Sauce        |  | Jun-05      
|Corn Relish                 |  | Jun-05      
|Softshell Crab Sandwich     |  | Jun-05      
|Softshell Crab Appetizer    |  | Jun-05      
|Softshell Crab Entrée Saute |  | Jun-05      
|Softshell Crab Entrée Fried |  | Jun-05      
|Jalapeno Corn Tartar Sauce  |  | Jun-05      
|Honey Dip Sauce             |  | May-01      
|Cocktail Ketchup            |  | Aug. 1999   
|Crab Spiced Slaw            |  |             



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Execution Version



Schedule 3.20

Litigation



|1. | Plaintiff Audrey D. Aikens
|-- | --------------------------

Date of Incident: 5/6/2004

Location: Mitchells Fish Market Waterfront, Homestead, PA

Jurisdiction: Court of Common Pleas, Allegheny County, PA

Description of Incident: Slip and fall on wood floor in dining area of restaurant.

Plaintiffs
Attorney: David J. Nichols, Esq., Law Office of Joseph S. Weimer



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Execution Version



Schedule 6.2

Liquor License Consent

1. Palladium Restaurant III, L.L.C. for the transfer of the liquor license for the
Mitchells Fish Market and Camerons Steakhouse located in Birmingham, Michigan.

2. Palladium Restaurant III, L.L.C.s binding commitment
and cooperation to participate in the transfer of Michigan Liquor Control Commission Class C License Number 117586.

3. Palladium Restaurant III,
L.L.C.s written acknowledgement of regulatory issues and attendant lease covenant issues that may arise in connection with this transaction.



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Execution Version



EXHIBIT A

BILL OF SALE

This Bill of Sale is executed and delivered as of
            , 200     by Cameron Mitchell Restaurants, LLC, an Ohio limited liability company (Seller), to Ruths Chris Steak House, Inc., a Delaware
corporation (Purchaser).

Recital

Seller and Purchaser have entered into that certain Asset Purchase Agreement, dated as of             , 2007 (the Agreement), pursuant to which
Seller agreed to sell and transfer to Purchaser, and Purchaser agreed to purchase and acquire from Seller all of Sellers right, title and interest as of the date of Closing in and to the Acquired Assets, which are more fully described in
Exhibit A attached hereto, to have and to hold the Acquired Assets unto Purchaser, its successors and assigns forever, free and clear of all claims of Seller.

Agreement

NOW, THEREFORE, for good and valuable consideration specified in the Agreement,
the receipt and sufficiency of which are hereby acknowledged, Seller does herby agree as follows:

1. Recital. The recital set forth
above is incorporated herein as part of this Bill of Sale.

2. Definitions. All capitalized terms used and not otherwise defined
herein shall have the respective meanings set forth in the Agreement.

3. Transfer of Acquired Assets. Subject to the terms and
conditions of the Agreement, Seller hereby sells, conveys, assigns, transfers and delivers to Purchaser, and its successors and assigns, forever, all of Sellers legal, beneficial, and other right, title and interest as of the date of Closing
in and to the Acquired Assets, which are more fully described in Exhibit A.

4. Title to Assets. Seller hereby covenants and
agrees, upon Purchasers request, to take in the Sellers name, any and all steps and to do any and all things which may be or become lawful and necessary, proper, convenient or desirable to enable Purchaser to reduce to possession,
collect, enforce, own and enjoy any and all rights and benefits in, to, with respect to, or in connection with, the Acquired Assets, and each and every part and portion thereof.

5. No Modification of the Agreement. This Bill of Sale is executed and delivered in performance of Seller's obligations under the Agreement,
without limiting or modifying the parties' respective rights and obligations thereunder.



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Execution Version



6. Counterparts. This Bill of Sale may be executed in one or more counterparts, each of which
shall be deemed an original but all of which together will constitute one and the same instrument.

7. Successors and Assigns. This
Bill of Sale shall be binding upon Seller, and shall inure to the benefit of, and be enforceable by, Purchaser and its respective successors or assigns. Purchaser may assign some or all of its rights, interests and obligations pursuant to this Bill
of Sale to one or more one of its subsidiaries without the consent of Seller; provided that Purchaser shall remain liable for its obligations hereunder.

8. Agreement. This Bill of Sale is subject to the terms and conditions (including the representations and warranties) contained in the Agreement.

9. Governing Law. This Bill of Sale shall be governed by and construed in accordance with the domestic laws of the State of Ohio without giving
effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Ohio.

[Signatures on following page]



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Execution Version



IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the
            day of             , 200    .



|                                  |  |                               
|--------------------------------- |  | ------------------------------
|SELLER:                          
|                                 
|Cameron Mitchell Restaurants, LLC
|                                  | 
|By:                               |  | CMR Management, Inc.          
|Its:                              |  | Manager                       
|                                  | 
|                                  |  |                               
|                                  |  | M. Cameron Mitchell, President





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Execution Version



EXHIBIT A

Acquired Assets



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Execution Version



EXHIBIT B

INTELLECTUAL PROPERTY DOCUMENTS

This Exhibit B shall consist of the following
documents:



| | A) | Trade and Service Mark Assignment Agreement
| | -- | -------------------------------------------



| | B) | Copyright Assignment Agreement
| | -- | ------------------------------



| | C) | Assignment and License of Mitchells Ocean Club
| | -- | -------------------------------------------------



| | D) | Name Rights Assignment Agreement
| | -- | --------------------------------



| | E) | Non-Exclusive License for Camerons Steakhouse
| | -- | ------------------------------------------------



| | F) | Camerons Steakhouse Consent Agreement
| | -- | ----------------------------------------



| | G) | Mitchells License
| | -- | -------------------



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Execution Version



Document A

Trade and Service Mark Assignment Agreement

WHEREAS, Cameron Mitchell Restaurants, LLC, an
Ohio limited liability company, with its principal place of business at 515 Park Street, Columbus, Ohio 43215 (Assignor), has adopted, wholly owns, and is presently using the mark MITCHELLS FISH MARKET, which is
registered at the United States Patent & Trademark Office in the former Class 42 for restaurant services (Reg. No. 2,713,985); and common law marks MITCHELLS FISH MARKET SEAFOOD RESTAURANT & BAR &
design, COLUMBUS FISH MARKET, COLUMBUS FISH MARKET SEAFOOD RESTAURANT & BAR & design, CAMERONS STEAKHOUSE, FISH ANY FRESHER WOULD STILL BE IN THE OCEAN, and
MITCHELLS STEAKHOUSE, each of which is used in association with providing restaurant services (collectively the Marks ); and

WHEREAS, Assignor may have rights in and to the name Mitchell (including any stylistic presentation or possessive/plural-possessive form) as used in connection with the provision of restaurant,
lounge, catering or food services of any kind and scope worldwide (the Name); and

WHEREAS, Ruths Chris Steak
House, Inc., a Delaware corporation, with its principal place of business at 500 International Pkwy, Suite 100, Heathrow, Florida 32746 (Assignee) has acquired the Acquired Assets (as defined in the Asset Purchase Agreement
(APA) dated             , 200    , by and between Assignor and Assignee) in connection with which Assignor has used the Marks and Name and Assignee desires
to acquire the Marks and Name; and

WHEREAS, Assignor has made certain representations, warranties and covenants in the APA
regarding the Acquired Assets, including the Marks and Name, and those representations, warranties and covenants are fully incorporated herein and constitute material terms hereof;

NOW, THEREFORE, conditioned upon and including the terms set forth above, and for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Assignor hereby sells, assigns, and transfers to Assignee, and Assignee accepts, all right, title, and interest in and to the Marks and Name, together with all of the goodwill of the business symbolized by the Marks,
except that this assignment for the name and mark CAMERONS STEAKHOUSE is limited to steakhouse and seafood restaurant services.



|                               |  |                         |  |                                   |  |      |  |                               
|------------------------------ |  | ----------------------- |  | --------------------------------- |  | ---- |  | ------------------------------
|Assignee                       |  |                         |  | Assignor                         
|Ruths Chris Steak House, Inc. |  |                         |  | Cameron Mitchell Restaurants, LLC
|                               |  |                         |  |                                  
|                               |  |                         |  |                                   |  | By:  |  | CMR Management, Inc.          
|                               |  |                         |  |                                   |  | Its: |  | Manager                       
|                               |  |                         |  |                                  
|By:                            |  |                         |  |                                   |  | By:  |  |                               
|                               |  | Craig Miller, President |  |                                   |  |      |  | M. Cameron Mitchell, President



---

Execution Version



Dated: ,
200

Acknowledgement

On this             day of             , 200    , before me personally
appeared the persons who signed this instrument and who acknowledged that he/she signed it as a free act on his/her own behalf (or on behalf of the identified juristic entity with authority to do so).



Notary Public




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Execution Version



Document B

Copyright Assignment

This Agreement (the Agreement) is entered into by and between
Cameron Mitchell Restaurants, LLC, an Ohio limited liability company with its principal place of business at 515 Park Street, Columbus, Ohio 43215 (Assignor) and Ruths Chris Steak House, Inc., a Delaware corporation, with its
principal place of business at 500 International Parkway, Suite 100, Heathrow, FL 32746 (Assignee).

Recitals

WHEREAS, Assignor has operated a group of restaurants (the Restaurants) that Assignee has acquired through an Asset Purchase Agreement
dated             , 200    , and Assignor agreed as part of that agreement to assign to Assignee all copyrights and copyrightable works (the Works) used,
being used and necessary for the operation of those acquired restaurants and as listed on Exhibit 1 hereto.

WHEREAS, Assignor now
wishes to formally assign all right, title and ownership in the Works, including but not limited to the copyrights therein, to Assignee for its sole ownership and exclusive use without further action or payment on Assignees part; and

NOW THEREFORE, in consideration of the foregoing, of the mutual covenants herein contained, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Terms

1. Incorporation; Terms: The foregoing recitals are incorporated herein as part of this Agreement. When in this Agreement reference is made to
parties, such reference shall mean all of the entities executing this Agreement.

2. Consideration: The consideration
for this Agreement is the purchase price paid by Assignee for the Restaurants which is hereby acknowledged by Assignor.

3.
Representations and Warranties of Assignor: Assignor hereby represents and warrants to Assignee that:

a. Authority. All
necessary and lawful actions to authorize the execution of this Agreement on behalf of Assignor have been taken, and the individual whose signature is affixed hereto on behalf of Assignor is authorized to legally bind the company to the terms of
this Agreement.

b. Ownership/Status of Works. Assignor (i) is the sole owner of the Works, and no other persons or entities
have made a claim of ownership or have standing to claim rights therein; (ii) has previously made no full or partial assignment, transfer, conveyance or other disposition of the Works or any rights or legal causes of action associated with the
Works; (iii) has not granted a security interest in the Works, and has no knowledge of such a



---

Execution Version



security interest in the Works, whether recorded or not; (iv) has not registered any of the Works with the U.S. Copyright Office; (v) has no
knowledge of any threatened or pending litigation or proceeding concerning or related to the Works in any way; (vi) has not received or sent a cease and desist letter or other correspondence to third parties regarding use, display or
infringement of the Works, and (vii) has no knowledge of any prior disputes with third parties regarding the Works.

Assignor further
agrees that it will provide upon request to Assignee any and all documentation showing its sole ownership in the copyrights being assigned as part of this agreement. This requirement shall be applicable to all elements and components of work
provided by Assignor to Assignee, including but not limited to photographs, music, drawings, likenesses, design copy, ad copy, internet page text, ad design, menus, architectural drawings, and other copyrightable materials that make up the Works.
All such documents will not be unreasonably withheld by Assignor.

c. Use Authorization. Assignor has not previously authorized
third parties to use the Works at any time prior to execution of this Agreement.

d. Challenge or Contest. Assignor shall not
contest or challenge the validity, ownership, registration or use of the Works by Assignee at any time, regardless of method or forum.

4.
Representations and Warranties of Assignee. Assignee hereby represents and warrants to Assignor that all necessary and lawful actions to authorize the execution of this Agreement on behalf of Assignee have been taken, and the officer whose
signature is affixed hereto on behalf of Assignee is authorized to legally bind the company to the terms of this Agreement.

5.
Assignment of Rights; Cooperation:

a. Assignment of Works: Assignor hereby assigns to Assignee its entire right, title and
interest in the Works (ii) any and all copyrights or other intellectual property rights therein and (iii) any claims for prior infringement of such rights. Assignor further agrees to execute, if and when requested, any other lawful
document deemed necessary by Assignee to carry out the purposes of this Agreement, all without further consideration than provided herein. Assignor also recognizes and acknowledges Assignees sole right to register the copyrights in the Works
with the Copyright Office.

b. Cooperation: Assignee shall own and have the exclusive right to exploit, sell, market, license and
otherwise use the Works. Assignor agrees to cooperate fully in any efforts made by Assignee to obtain and perfect Assignees interest in the Works, such cooperation including but not limited to Assignors review and execution of trademark,
service mark or copyright registrations, assignments and related documents. Assignor also agrees to cooperate fully in any litigation involving the Works. Assignors duty to cooperate in obtaining protection for, and in litigation concerning,
the Works shall continue after the parties have concluded the sale and purchase of the Restaurants.





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Execution Version



c. Notice: Assignor recognizes and acknowledges Assignees right to place copyright
notices on the Works and shall cooperate fully to enable Assignee to do so.

6. Severability. In case any one or more of the
provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to
duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

7. No Agency. Neither party is the agent of the other party and is not authorized to make any representation, contract, or commitment on behalf of
the other party or otherwise bind the other party in any manner as agent. This provision shall not be read or interpreted to remove or relinquish Assignor from the obligations created by this Agreement.

8. Time. Time is of the essence in this Agreement and in the performance of every covenant or undertaking hereunder.

9. Waiver. The failure of a party to prosecute its rights with respect to a default or breach hereunder shall not constitute a waiver of the right
to enforce its rights with respect to the same or any breach.

10. Headings. Captions and headings contained in this Agreement have
been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.

11.
Previous Agreements Superceded; Entire Agreement: This Agreement shall supercede any previous written or verbal agreement between Assignor and Assignee which claims authorship or ownership for Assignor with respect to any intellectual
property rights in the Works, or that contradicts this Agreement in any way. This Agreement contains the entire agreement and understanding between Assignor and Assignee with respect to the subject matter herein, and no representations, promises,
agreements or understandings, written or oral, not herein contained shall be of any force or effect.

12. Change; Modification. No
change or modification of this Agreement shall be valid or binding unless the same is in writing and signed by the party intended to be bound. No waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by
the party against whom such waiver is sought to be enforced.

13. Burden and Benefit: This Agreement shall be binding upon, and
shall inure to the benefit of Assignee and Assignor, and their respective heirs, personal and legal representatives, successors and assigns.

14. Governing Law: This Agreement shall be governed in accordance with the laws of the State of Ohio, except with respect to the conflict of laws provisions thereof.



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Execution Version



IN WITNESS WHEREOF, Assignor and Assignee have duly executed this Agreement as of the day and year set forth below.



|         |  |  |  |     |  |                                   |  |                     
|-------- |  |  |  | --- |  | --------------------------------- |  | --------------------
|Witness: |  |  |  |     |  | Assignor                         
|         |  |  |  |     |  | Cameron Mitchell Restaurants, LLC
|         |  |  |  |    
|         |  |  |  |     |  |                                   |  |                     
|         |  |  |  |     |  | By:                               |  | CMR Management, Inc.
|         |  |  |  |     |  | Its:                              |  | Manager             
|         |  |  | 
|         |  |  |  |     |  |                                  
|         |  |  |  |     |  | By: M. Cameron Mitchell,         
|         |  |  | 
|Witness: |  |  |  |     |  | Assignee                         
|         |  |  |  |     |  | Ruths Chris Steak House, Inc.   
|         |  |  | 
|         |  |  |  | By: |  |                                  
|         |  |  |  |     |  | Craig S. Miller, CEO             

Date: ,
200



---

Execution Version



Exhibit 1 to Document B



---

Execution Version



Certificate of Acknowledgment

State of

County of

BE IT KNOWN, that on this      day of             ,
200    , before me, the undersigned authority, duly commissioned, qualified and sworn within and for the State of Ohio, personally came and appeared M. Cameron Mitchell to me known to be the identical person who executed the
above and foregoing Agreement, who declared and acknowledged to me, Notary, in the presence of the undersigned competent witnesses, that he executed the above and foregoing Agreement in his capacity as an officer, as the case may be, on behalf of
the entity he serves as an officer, of his own free will and for the uses, purposes and benefits therein expressed, in fulfillment of Section 204(b) of the Copyright Act of 1976, as amended.



|           |  |               |  |                    
|---------- |  | ------------- |  | -------------------
|WITNESSES: |  |               |  |                    
|           |  |              
|           |  |               |  |                    
|           |  |               |  | M. Cameron Mitchell
|           |  |              
|           |  |               |  |                    
|           |  |              
|           |  |               |  |                    
|           |  | Notary Public |  |                    



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Execution Version



Certificate of Acknowledgment

State of

County of

BE IT KNOWN, that on this      day of             ,
200    , before me, the undersigned authority, duly commissioned, qualified and sworn within and for the State of Ohio, personally came and appeared Craig S. Miller, to me known to be the identical person who executed the above
and foregoing Agreement, who declared and acknowledged to me, Notary, in the presence of the undersigned competent witnesses, that he executed the above and foregoing Agreement in his capacity as an individual or officer, as the case may be, on
behalf of himself or the entity he serves as an officer, of his own free will and for the uses, purposes and benefits therein expressed, in fulfillment of Section 204(b) of the Copyright Act of 1976, as amended.



|           |  |               |  |                
|---------- |  | ------------- |  | ---------------
|WITNESSES: |  |               |  |                
|           |  |              
|           |  |               |  |                
|           |  |               |  | Craig S. Miller
|           |  |              
|           |  |               |  |                
|           |  |              
|           |  |               |  |                
|           |  | Notary Public |  |                



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Execution Version



Document C

SERVICE MARK ASSIGNMENT

MITCHELLS OCEAN CLUB

WHEREAS, Cameron
Mitchell Restaurants, LLC, an Ohio limited liability company, with its principal place of business at 515 Park Street, Columbus, Ohio 43215 (Assignor), has adopted, owns, used, and is using the mark MITCHELLS OCEAN CLUB
(the Mark) in association with providing restaurant services at the restaurant located at 4002 Easton Station, Columbus, Ohio, 43219, and has filed an application to register the same at the U.S. Patent & Trademark Office
(Serial No. 77/038135) in Class 43 for restaurant services (the Application); and

WHEREAS, Ruths Chris Steak
House, Inc., a Delaware corporation, with its principal place of business at 500 International Parkway, Suite 100, Heathrow, Florida, 32746 (Assignee) has acquired certain assets from Assignor in an agreement dated
            , 200     and desires to acquire the Mark and all of its associated goodwill; and

WHEREAS, Assignor makes the following representations and warranties to Assignee regarding the Mark MITCHELLS OCEAN CLUB:



| | 1) | Assignor is the owner of the Mark and possess all right, title and interest to the Mark free and clear of any license, mortgage, pledge, lien, encumbrance, charge or other security
interest of any kind or nature, or other restriction of any kind or nature;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2) | Assignor has taken all commercially reasonable action to maintain and protect this Mark;
| | -- | ----------------------------------------------------------------------------------------



| | 3) | Except to the extent the ownership of the mark is not otherwise limited by the U.S. Patent & Trademark Offices initial refusal to register the Mark on the basis of
Section 2(d) of the Lanham Act (15 U.S.C. §1052(d)) and subject to the actual knowledge of Assignor after reasonable investigation, Assignor has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with the
rights of third parties in connection with Assignors use of this Mark; and Assignor has not received any charge, complaint, claim, opposition, demand or notice alleging any such interference, infringement, misappropriation or violation
(including any claim that Assignor must license or refrain from using the Mark) arising out of its use of the Mark.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4) | To the actual knowledge of Assignor after reasonable investigation, no third party has interfered with, infringed upon, misappropriated, diluted, tarnished, or otherwise come into
conflict with any rights of Assignor with respect to this Mark.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5) | The Mark is not subject to any outstanding injunction, judgment, order, decree, ruling or charge;
| | -- | -------------------------------------------------------------------------------------------------



| | 6) | No action, suit, proceeding, hearing, investigation, charge, complaint, claim, opposition, or demand is pending or, to the actual knowledge of Assignor after reasonable
investigation, is threatened which challenges the legality, validity, enforceability, use or ownership of the Mark
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Execution Version



| | 7) | Assignor has never agreed to indemnify anyone, juridical or natural, for or against any interference, infringement, misappropriation, or other conflict with respect to the Mark;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 8) | The Mark cannot be considered to be abandoned as that term is defined in 15 U.S.C. § 1127, specifically Assignor has not discontinued use of the Mark with intent not to resume
such use; and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

WHEREAS, Assignor also owns the domain name, www.mitchellsoceanclub.com (the Domain
Name) which Assignee wishes to acquire.

NOW, THEREFORE, conditioned upon and including the terms set forth above, and for
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor hereby sells, assigns, and transfers to Assignee, and Assignee accepts, all right, title, and interest in and to the Mark, together with all of
the goodwill of the business symbolized by the Mark, the Application and the Domain Name.



|                               |  |                         |  |                                   |  |      |  |                               
|------------------------------ |  | ----------------------- |  | --------------------------------- |  | ---- |  | ------------------------------
|Assignee                       |  |                         |  | Assignor                         
|Ruths Chris Steak House, Inc. |  |                         |  | Cameron Mitchell Restaurants, LLC
|                               |  |                         |  |                                  
|                               |  |                         |  |                                   |  | By:  |  | CMR Management, Inc.          
|                               |  |                         |  |                                   |  | Its: |  | Manager                       
|                               |  |                         |  |                                  
|By:                            |  |                         |  |                                   |  | By:  |  |                               
|                               |  | Craig Miller, President |  |                                   |  |      |  | M. Cameron Mitchell, President

Dated: ,
200

Acknowledgement

On this      day of             , 200    , before me personally appeared the persons who signed this instrument and
who acknowledged that he/she signed it as a free act on his/her own behalf (or on behalf of the identified juristic entity with authority to do so).



Notary Public




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Execution Version



Document C

EXCLUSIVE LICENSE

MITCHELLS OCEAN CLUB

This Agreement is made
between Ruths Chris Steak House, Inc., a Delaware corporation with its principal place of business located at 500 International Parkway, Suite 100, Heathrow, Florida 32746, (Licensor) and Cameron Mitchell Restaurant, LLC, an Ohio
limited liability corporation, with its principal place of business located at 515 Park Street, Columbus, Ohio 43215 (Licensee).

WHEREAS, Licensor is the owner of the service mark Mitchells Ocean Club (the Mark) which Licensee is using to provide restaurant services at the restaurant located at 4002 Easton Station, Columbus, Ohio
43219 (the Restaurant Location), and the domain name www.mitchellsoceanclub.com (the Domain Name), and Licensor is the owner of an application to register the Mark at the U.S. Patent and Trademark Office (Serial
No. 77/038135) in Class 43 for restaurant services (the Application), having acquired such ownership from Licensee pursuant to an Asset Purchase Agreement (APA) dated
             2007 by and between Licensor and Licensee; and

WHEREAS,
Licensee desires to continue to operate a restaurant using the Mark at the location 4002 Easton Station, Columbus, Ohio 43219, and using the Domain Name;

WHEREAS, Licensor is willing and able to license to Licensee the right to continue to operate a restaurant using the Mark at the Restaurant Location and the Domain Name pursuant to certain terms and conditions;

NOW THEREFORE, accepting the above recitals as part of this Agreement and in return for good and valuable consideration, the
adequacy and receipt of which is acknowledged by the parties, Licensor and Licensee agree as follows:

1) License Grant: Except to
the extent the ownership of the mark is not otherwise limited by the U.S. Patent & Trademark Offices initial refusal to register the Mark on the basis of Section 2(d) of the Lanham Act (15 U.S.C. §1052(d)) and subject to the
terms and conditions specified herein, Licensor grants to Licensee an exclusive, non-assignable, and royalty-free license to use the Mark and Domain Name on or in connection with the operation of the restaurant at the Restaurant Location and only in
the manner and to the extent which the Mark and Domain Name are presently being used at and for this location. Licensee may not sublicense the rights granted herein to any of its affiliates, subsidiaries, or to a third party(ies). Licensee shall not
use the Mark at any other physical location other than the Restaurant Location. The parties agree, however, that the exclusive license granted herein does not apply to the name Mitchell as it appears in this Mark.

2) Quality Control

(a) Right to
Exercise: Licensor shall have the right to exercise quality control over Licensees use of the Mark and Domain Name to the extent needed to maintain the validity of the Mark and to protect the associated good will, and Licensee agrees to
and shall conform its



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use of the Mark and Domain Name to such quality control requirements established by Licensor. Licensor agrees that the current standards of quality currently
being used at the Restaurant Location conform to Licensors quality control standards. Any other quality control standards that Licensor may exercise over Licensee shall be commercially reasonable.

(b) Conforming Services: Licensee shall use the Mark only on or in connection with restaurant services at the Restaurant Location that conform to
the standards of quality currently being used at the Restaurant Location.

(c) Inspection: Upon Licensors request, Licensee
shall submit samples of promotional materials and other documents to verify compliance with paragraph (b) above. Licensor may further inspect the Restaurant Location with prior reasonable written notice and during normal business hours.

(d) Best Efforts: Licensee shall use its best efforts to ensure that the restaurant services provided at the location at the
Restaurant Location comply with all applicable laws and statutes relating to the provision of restaurant services.

3) Service Mark
Use

(a) Value and Goodwill: Licensee acknowledges Licensors ownership of the Mark and the Domain Name and the value and
goodwill associated thereof. Licensees use of the Mark and Domain Name shall inure to the benefit of Licensor for all purposes.

(b)
No Adverse Action: Licensee shall not do any act that would invalidate or challenge the validity of any of Licensors service mark or trade mark registrations or attempt to register any such marks in its own name, or act in any manner
that would jeopardize Licensors rights therein.

(c) Notice: Licensee shall affix the proper service mark
notice to the restaurant services, including advertising and promotional materials. Such notices shall include the proper designation whether the ® or SM or TM designation for unregistered marks. At the request of Licensor, Licensee shall include a statement that the Mark is the property of Licensor where
Licensee makes use of the Mark on printed materials.

(d) No substantial changes: Licensee shall not make any changes to, or combine
the Mark with any other service or trademarks or trade names without prior written consent of Licensor.

(e) Registration: Licensor
shall be responsible for all service mark registration(s) and maintenance, including further maintenance of and prosecution of the Application, which will be at Licensors expense. Licensee shall cooperate with Licensor and shall sign any
documents required by Licensor and agrees to provide Licensor with any specimens that are needed to maintain the Mark, or its registration(s).

(f) Domain Name: Licensor shall be responsible to maintain registration of the Domain Name, including the payment of renewal fees, as long as this license is in effect.



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Licensee will cooperate with Licensor to transfer registration of the Domain Name to Licensor so that Licensor can manage the Domain Name; however, Licensor
agrees that it will not modify the DNS settings for the Domain Name from their current settings so that either Licensee or a third party designated by Licensee can continue to maintain and modify the content of the associated website. Licensor will
modify the DNS settings only if notified by Licensee during the term of this license of any new DNS settings or if the DNS settings are unintentionally changed. Licensor agrees to modify the DNS settings within a reasonable amount of time in
accordance with Licensees instructions.

4) Mark Enforcement

a) Prompt Notification: Licensee shall promptly notify Licensor of any infringement or potentially infringing uses of the Mark or Domain Name so
as to permit Licensor to take appropriate legal action as Licensor may determine at its sole discretion. Licensee shall cooperate with Licensor in any such action including joining in any suit if found to be a necessary party. Licensor shall
reimburse Licensee for the reasonable costs incurred in providing such assistance, including reasonable costs and attorneys fees. Any award or settlement recovered by Licensor in any such action shall belong solely to Licensor.

b) Licensee Action: If Licensor chooses not to bring any infringement action against an infringer, Licensee, with the prior written consent of
Licensor, may bring such action in its own name and at its own expense. Licensor shall cooperate in any such action and join as a party if necessary, at Licensees expense. Any award or settlement recovered by Licensee in any such action shall
belong solely to Licensee after the recovery by both parties of their out-of-pocket costs.

(c) Defense: Licensor shall defend, at
its own expense, any infringement action brought by a third party arising out of Licensees use of the Mark or Domain Name, but only for such use that dates after the consummation of the APA. Licensee shall cooperate in such defense at
Licensors expense. Licensor shall be responsible for all judgments or settlements resulting from such action by a third party. Any award or settlement received in such action by Licensor shall belong solely to Licensor. Licensee shall not
enter into any settlement agreement with a third party without the prior written consent of Licensor.

5) Indemnity: Licensee shall
indemnify and hold harmless Licensor and its affiliated entities and their officers, directors, employees and agents from any and all claims, suits, damages, attorneys fees, costs, and other expenses, whenever asserted and established, arising
from: (i) Licensees performance and operations under this Agreement and (ii) use of the Mark and Domain Name by Licensee prior to date of the consummation of the APA.

6) Term and Termination

(a) This
Agreement shall continue until one of the following events occurs, whichever is earliest:

(i) Licensee ceases operating the restaurant
located at 4002 Easton Station, Columbus, Ohio 43219, either by virtue of selling the business or location to another party or moving the business to a new location;



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(ii) Licensee ceases to exist, including through termination, dissolution, bankruptcy, or
liquidation;

(iii) Licensor ceases to exist, including through termination, dissolution, bankruptcy, or liquidation; or,

(iv) Licensee commits a material breach of the terms of the Agreement; provided that Licensor must provide Licensee with written notice
identifying the material breach(es). Licensee shall have a period of 30 days from the date of such notice within which to cure the breach.

(b) Upon termination of this Agreement for any reason, Licensee shall immediately cease using the Mark and Domain Name.

7)
Miscellaneous

a) Entire Understanding: this Agreement constitutes the entire understanding of the parties and merges all
previous oral or written agreement pertaining to the subject matter of the Agreement, and shall not be modified or amended except by written agreement of the parties;

b) Not an Agent: Licensee is not an agent of Licensor, and nothing in this Agreement creates a relationship of agent, partner, or joint venturers.

c) Waiver: any waiver of a breach by either party is not a waiver of any other or later breach hereof.

d) Good Faith: the parties shall use good faith in attempting to resolve any disputes relating to this agreement through negotiations.

e) Governing Law: this Agreement is governed by the law of the state of Ohio.

f) Notices: Notices required under this Agreement shall be delivered in person, by overnight courier or certified mail to:



|                 |  |                                     
|---------------- |  | ------------------------------------
|If to Licensor : |  | Ruths Chris Steakhouse, Inc.       
|                 |  | 500 International Pkwy, Suite 100   
|                 |  | Heathrow, Florida 32746             
|                 |  | Attn: Craig S. Miller, President/CEO
|                 |  | Fax: 407-833-9625                   



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|                |  |                                         
|--------------- |  | ----------------------------------------
|Copy to:        |  | Ruths Chris Steakhouse, Inc.           
|                |  | 500 International Pkwy, Suite 100       
|                |  | Heathrow, Florida 32746                 
|                |  | Attn: Thomas E. OKeefe, General Counsel
|                |  | Fax: 407-833-9625                       
|                | 
|If to Licensee: |  | Cameron Mitchell Restaurants, LLC       
|                |  | 515 Park Street                         
|                |  | Columbus, Ohio 43215                    
|                |  | Attn: CMR Management, Inc., President   
|                |  | Fax: 614-621-1020                       
|                | 
|Copy to:        |  | Jerry K. Mueller, Jr.                   
|                |  | Mueller Smith & Matto                   
|                |  | Mueller-Smith Building                  
|                |  | 7700 Rivers Edge Drive                  
|                |  | Columbus, OH 43235                      
|                |  | Fax: 614-436-0057                       

g) Binding: This Agreement shall be binding on the Parties and each of the representatives
executing this Agreement below represents that he is authorized and empowered to bind his company to the terms and conditions of this Agreement. Licensor shall have the sole right of assignment and this Agreement shall inure to the benefit of its
respective successors and permitted assigns. Licensee may not assign this Agreement under any circumstances.

h) Headings. Captions
and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.

IN WITNESS WHEREOF, Licensor and Licensee have duly executed this Agreement as of the day and year set forth below.



|                               |  |  |  |                                   |  |  |  | 
|------------------------------ |  |  |  | --------------------------------- |  |  |  | 
|Licensor                       |  |  |  | Licensee                         
|Ruths Chris Steak House, Inc. |  |  |  | Cameron Mitchell Restaurants, LLC



|    |  |                         |  |  |  |      |  |                               
|--- |  | ----------------------- |  |  |  | ---- |  | ------------------------------
|    |  |                         |  |  |  | By:  |  | CMR Management, Inc.          
|    |  |                         |  |  |  | Its: |  | Manager                       
|    |  |                         |  | 
|By: |  |                         |  |  |  | By:  |  |                               
|    |  | Craig Miller, President |  |  |  |      |  | M. Cameron Mitchell, President

Dated: , 200

Acknowledgement

On
this          day of             , 200  , before me personally appeared the persons who signed this instrument and who acknowledged that
he/she signed it as a free act on his/her own behalf (or on behalf of the identified juristic entity with authority to do so).



Notary Public






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Document D

NAME RIGHTS ASSIGNMENT AGREEMENT

This
Name Rights Assignment Agreement (Agreement) is entered into this          day of             , 2007, by and between M. Cameron Mitchell,
an individual residing in the state of Ohio (Assignor), and Ruths Chris Steak House, Inc., a Delaware corporation with its principal place of business at 500 International Pkwy, Suite 100, Heathrow, Florida 32746
(Assignee).

Recitals

WHEREAS, Assignee has acquired the Acquired Assets (as defined in the Asset Purchase Agreement (APA) dated                  ,
200  , by and between Assignors company, Cameron Mitchell Restaurants, LLC and Assignee) and in connection therewith desires to obtain certain perpetual rights with respect to Assignors personal name Mitchell to
facilitate Assignees business activities after consummation of the APA; and

WHEREAS, Assignor is willing to transfer such naming
rights to Assignee without separate compensation upon the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the
foregoing, of the mutual covenants herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Terms

1. Incorporation;
Terms: The foregoing recitals are incorporated herein as part of this Agreement. When in this Agreement reference is made to parties, such reference shall mean all of the entities or individuals executing this Agreement.

2. Name Rights Assignment.

a.
Mitchell: Assignor hereby irrevocably and in perpetuity, assigns to Assignee all personal, publicity, ownership or other rights of all kinds, along with the associated goodwill, in and to his name Mitchell (including
any stylistic presentation or possessive/plural-possessive form) for the sole purpose of Assignees future exploitation and use in connection with the provision of restaurant, lounge, catering or food services of any kind and scope worldwide,
such exploitation and use to include, without limitation, (i) marketing, promotion or advertisement in any form of such services; (ii) trademark, service mark or trade name use and



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federal, state or foreign registration in any class related to or associated with such services or the promotion or advertisement of same; and (iii) as
part or the subject of a copyright claim, use or registration. To the extent required, this assignment shall and does constitute Assignors informed written permission and consent for registration by Assignee of the name Mitchell
(or any stylistic presentation or possessive/plural-possessive form thereof) as a trade or service mark under Section 2(c) of the Lanham Act (15 U.S.C. § 1052(c)) or any successor statute, as well as any foreign or state trade mark laws
requiring such permission or consent.

b. Cameron: Assignor hereby irrevocably and in perpetuity, assigns to Assignee
all personal, publicity, ownership or other rights of all kinds, along with the associated goodwill, in and to his name Cameron (including any stylistic presentation or possessive/plural-possessive form) for the sole purpose of
Assignees future exploitation and use in connection with the provision of steakhouse and seafood restaurant services worldwide, such exploitation and use to include, without limitation, (i) marketing, promotion or
advertisement in any form of such services; (ii) trademark, service mark or trade name use and federal, state or foreign registration in any class related to or associated with such services or the promotion or advertisement of same; and
(iii) as part or the subject of a copyright claim, use or registration. To the extent required, this assignment shall and does constitute Assignors informed written permission and consent for registration by Assignee of the name
Cameron (or any stylistic presentation or possessive/plural-possessive form thereof) as a trade or service mark under Section 2(c) of the Lanham Act (15 U.S.C. § 1052(c)) or any successor statute, as well as any foreign or
state trade mark laws requiring such permission or consent.

c. M. Cameron Mitchell and Cameron Mitchell:
Assignor and Assignee acknowledge and agree that nothing in this Agreement prohibits or precludes Assignor from using his legal name M. Cameron Mitchell or Cameron Mitchell in accordance with the provisions of
Section 6.12(e) of the APA.

3. Representations, Warranties and Covenants of Assignor: Assignor hereby represents, warrants and
covenants to Assignee as follows:

a. Authority. Assignor is of the full age of majority and possesses all necessary authority and
capacity to assign the rights herein. No other action, approval or authority is required to authorize the assignment contemplated hereby.

b. Ownership of Name. Assignor is the owner of the name Mitchell and Cameron and Assignor has used the names in connection with the restaurants being acquired by Assignee in the APA. Assignor is not a party to
any agreement which curtails, precludes or otherwise prevents the assignment herein, and has not previously assigned, transferred, conveyed or otherwise disposed of the rights granted in Section 2 hereof to any third party. Assignor has not
previously filed and does not now have pending any request or application to change or modify his name. Assignor has no knowledge of prior disputes or litigation concerning Assignors right to use Mitchell or Cameron as
his personal name or as a trademark, service mark, or trade name.

c. Cooperation; No Interference. Except for those limited and
specific non-exclusive license rights granted by Assignee to Assignor in the Non-Exclusive Licenses dated



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, 2007 which permit use of the name Mitchell in association with
Mitchells Ocean Club, Cameron Mitchell Restaurants, LLC, and Cameron Mitchell Catering Company and the domain names www.cameronmitchell.com, www.mitchellsoceanclub.com, and www.cameronmitchellcatering.com, Assignor shall
not take any action, regardless of method or forum, which interferes with, infringes upon the rights granted herein or otherwise limits the assignment granted hereby. Assignor shall not file any opposition, challenge or protest against registration
of the name Mitchell or Cameron by Assignee or Assignees successor consistent with the purposes specified in Section 2. Assignor further agrees to reasonably cooperate with Assignee in Assignees endeavors to
protect and/or preserve the name Mitchell and Cameron in association herewith, and, if and when requested, to execute any other lawful document deemed necessary by Assignee in the future to carry out the purposes of this
Agreement, all without charge or compensation.

4. Representations and Warranties of Assignee. Assignee hereby represents and
warrants to Assignor that all necessary and lawful actions to authorize the execution of this Agreement on behalf of Assignee have been taken, and the officer whose signature is affixed hereto on behalf of Assignee is authorized to legally bind the
company to the terms of this Agreement.

5. Injunctive Relief. In addition to any and all legal or equitable rights of Assignee to
enforce the provisions of this Agreement, Assignee shall be entitled to entry of a judgment granting preliminary injunctive relief from any activity that constitutes a breach of Assignors obligations in Section 3(c) hereof upon the filing
of a request for same in a court of law with proper jurisdiction, and this Agreement and an affidavit by Assignee alleging the nature of the breach of same shall be sufficient and complete evidence that the legal factors for grant of such relief are
met. Assignee hereby waives any objection to the initiation of a request for or issuance of such preliminary injunctive relief.

6.
Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the
other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall for
any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

7. Waiver. The failure of a party to prosecute its rights with respect to a default or breach hereunder shall not constitute a
waiver of the right to enforce its rights with respect to the same or any breach.

8. Headings. Captions and headings contained in
this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.

9. Change; Modification. No change or modification of this Agreement shall be valid or binding unless the same is in writing and signed by the party intended to be bound. No waiver of any provision of this Agreement shall be valid
unless the same is in writing and signed by the party against whom such waiver is sought to be enforced.



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10. Benefit; Assignment: This Agreement shall benefit and be binding upon the parties and
their respective heirs, personal and legal representatives, successors and assigns. Assignee shall have the right to assign this Agreement without prior consent of Assignor. Assignor may not assign this Agreement.

11. Governing Law: This Agreement shall be governed in accordance with the laws of the State of Ohio, except with respect to the conflict of laws
provisions thereof.

IN WITNESS WHEREOF, Assignor and Assignee have duly executed this Agreement as of the day and year set forth below.



|                    |  |  |  |                               
|------------------- |  |  |  | ------------------------------
|Assignor            |  |  |  | Assignee                      
|M. Cameron Mitchell |  |  |  | Ruths Chris Steak House, Inc.



|    |  |                     |  |  |  |     |  |                        
|--- |  | ------------------- |  |  |  | --- |  | -----------------------
|By: |  |                     |  |  |  | By: |  |                        
|    |  | M. Cameron Mitchell |  |  |  |     |  | Craig Miller, President

Certificate of Acknowledgment

On this          day of             , 2007, before me
personally appeared the persons who signed this instrument and who acknowledged that he/she signed it as a free act on his/her own behalf (or on behalf of the identified juristic entity with authority to do so).



Notary Public




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Document E

NON-EXCLUSIVE LICENSE

CAMERONS STEAKHOUSE

This Agreement is made between
Ruths Chris Steak House, Inc., a Delaware corporation with its principal place of business located at 500 International Parkway, Suite 100, Heathrow, Florida 32746, (Licensor) and Cameron Mitchell Restaurant, LLC, an Ohio limited
liability corporation, with its principal place of business located at 515 Park Street, Columbus, Ohio 43215 (Licensee).

WHEREAS, Licensor is the owner of the service mark Camerons Steakhouse for steakhouse and seafood restaurant services (the Mark), having acquired such ownership from Licensee on
            , 200   (the Acquisition Date) pursuant to the consummation of an Asset Purchase Agreement (APA) dated
             2007 by and between Licensor and Licensee; and

WHEREAS,
Licensee has used the Mark in the past in the provision of restaurant services at a Camerons Steakhouse restaurant located at 5750 North Port Washington Road, Glendale, Wisconsin 53217 which is not being transferred to Licensor under the APA
(the Restaurant Location), and Licensee desires to continue use of the Mark at the Restaurant Location for a period after the Acquisition Date as further defined herein;

WHEREAS, Licensor is willing and able to license to Licensee the right to continue to use the Mark at the Restaurant Location pursuant to certain
terms and conditions;

NOW THEREFORE, accepting the above recitals as part of this Agreement and in return for good and valuable
consideration, the adequacy and receipt of which is acknowledged by the parties, Licensor and Licensee agree as follows:

1. License
Grant: Subject to the terms and conditions specified herein, Licensor hereby grants to Licensee a non-exclusive, non-assignable, royalty-free, and temporary license to use the Mark on or in connection with the Restaurant Location only in the
manner and to the extent which the Mark is presently being used at and for this location. Licensee may not sublicense the rights granted herein to any of its affiliates, subsidiaries, or to a third party(ies). Licensee shall not use the Mark at any
other physical location other than the Restaurant Location.

2. Quality Control:

(a) Right to Exercise: Licensor shall have the right to exercise quality control over Licensees use of the Mark to the extent needed to
maintain the validity of the Mark and to protect the associated good will, and Licensee agrees to and shall conform its use of the Mark to such quality control requirements established by Licensor. Licensor agrees that the standards currently being
used by Licensee in the use of the Mark for the Restaurant Location conform to Licensors quality control standards. Any other quality control standards Licensor may exercise over Licensee shall be commercially reasonable.



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(b) Conforming Services: Unless otherwise specified during the Term, Licensee shall use the
Mark only on or in connection with restaurant services at the Restaurant Location that conform to the standards of quality currently being used at the Restaurant Location.

(c) Inspection: Upon Licensors request, Licensee shall submit samples of promotional materials and other documents to verify compliance with
paragraph (b) above. Licensor may further inspect the Restaurant Location with prior reasonable notice during normal business hours.

(d) Best Efforts: Licensee shall use its best efforts to ensure that the restaurant services provided at the Restaurant Location comply with all applicable laws and statutes relating to the provision of restaurant services.

3. Service Mark Use

(a) Value and Goodwill: Licensee acknowledges Licensors ownership of the Mark and the value and goodwill associated thereof. Licensees use of the Mark shall inure to the benefit of Licensor for all purposes.

(b) No Adverse Action: Licensee shall not do any act that would invalidate or challenge the validity of any of Licensors service mark or
trade mark registrations or attempt to register any such marks in its own name, or act in any manner that would jeopardize Licensors rights therein.

(c) Notice: Licensee shall affix the proper service mark notice to the restaurant services, including advertising and
promotional materials. Such notices shall include the proper designation whether the ® or SM or TM designation for
unregistered marks. At the request of Licensor, Licensee shall include a statement that the Mark is the property of Licensor where Licensee makes use of the Mark on printed materials.

(d) No substantial changes: Licensee shall not make any changes to, or combine the Mark with any other service or trademarks or trade names
without prior written consent of Licensor.

(e) Registration: Licensor shall be responsible for all service mark registration and
maintenance. Licensee shall cooperate with Licensor and shall sign any documents required by Licensor and agrees to provide Licensor with any specimens that are needed to maintain the Mark, or its registration(s).

4. Mark Enforcement. Licensee shall promptly notify Licensor of any infringement or potentially infringing uses of the Mark so as to permit
Licensor to take appropriate legal action as Licensor may determine at its sole discretion. Licensee shall cooperate with Licensor in any such action including joining in any suit if found to be a necessary party. Licensor shall reimburse Licensee
for the reasonable costs incurred in providing such assistance, including costs and reasonable attorneys fees. Any award or settlement recovered by Licensor in any such action shall belong solely to Licensor.



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5. Indemnity: Licensee shall indemnify and hold harmless Licensor and its affiliated entities
and their officers, directors, employees and agents from any and all claims, suits, damages, attorneys fees, costs, and other expenses, whenever asserted and established, arising from: (i) Licensees performance and operations under
this Agreement and (ii) use of the Mark by Licensee prior to the Acquisition Date.

6. Term and Termination: This license shall
automatically terminate at the expiration of ninety (90) calendar days from the Acquisition Date or the date when Licensee ceases operating the Restaurant Location, whichever is earlier. Upon termination of this license, Licensee shall
immediately cease using the Mark, without any further instruction or direction of Licensor. In the event Licensee ceases operating the Restaurant Location prior to the expiration of the ninety-day period herein, it shall immediately inform Licensor.

7. Breach: Licensor and Licensee covenant and agree that in the event it is necessary for Licensor to bring a legal action arising
out of any breach of this Agreement by Licensee, Licensee hereby consents and forever waives any objection to the following:

(a) Entry
of Judgment: Licensor shall be entitled to entry of a judgment granting preliminary injunctive relief from any activity that constitutes a breach of this Agreement by Licensee upon the filing of a request for same, and that the Agreement and an
affidavit alleging the nature of the breach of same shall be sufficient and complete evidence that the legal factors for grant of such relief are met; and

(b) Reasonable Costs: The prevailing party shall be entitled to such reasonable costs and expenses as it may incur in such action, including court costs, reasonable attorneys fees, and all other costs and
expenses, taxable or otherwise, reasonably necessary to defend against, or seek an abatement or injunction, or to establish or maintain the applicability or validity of this Agreement, or any provision hereof, or to prosecute any counterclaim or
cross-claim based on any such action or proceeding.

8. Miscellaneous

(a) Entire Understanding: This Agreement constitutes the entire understanding of the parties and merges all previous oral or written agreement
pertaining to the subject matter of the Agreement, and shall not be modified or amended except by written agreement of the parties;

(b)
Not an Agent: Licensee is not an agent of Licensor, and nothing in this Agreement creates a relationship of agent, partner, or joint venturers.

(c) Waiver: Any waiver of a breach by either party is not a waiver of any other or later breach hereof.

(d) Governing Law: This Agreement is governed by the law of the state of Ohio.

(e) Notices: Notices required under
this Agreement shall be delivered in person, by overnight courier or certified mail to:



|                |  |                                     
|--------------- |  | ------------------------------------
|If to Licensor: |  | Ruths Chris Steakhouse, Inc.       
|                |  | 500 International Pkwy, Suite 100   
|                |  | Heathrow, Florida 32746             
|                |  | Attn: Craig S. Miller, President/CEO
|                |  | Fax: 407-833-9625                   



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|                |  |                                         
|--------------- |  | ----------------------------------------
|Copy to:        |  | Ruths Chris Steakhouse, Inc.           
|                |  | 500 International Pkwy, Suite 100       
|                |  | Heathrow, Florida 32746                 
|                |  | Attn: Thomas E. OKeefe, General Counsel
|                |  | Fax: 407-833-9625                       
|                | 
|If to Licensee: |  | Cameron Mitchell Restaurants, LLC       
|                |  | 515 Park Street                         
|                |  | Columbus, Ohio 43215                    
|                |  | Attn: CMR Management, Inc., President   
|                |  | Fax: 614-621-1020                       
|                | 
|Copy to:        |  | Jerry K. Mueller, Jr.                   
|                |  | Mueller Smith & Matto                   
|                |  | Mueller-Smith Building                  
|                |  | 7700 Rivers Edge Drive                  
|                |  | Columbus, OH 43235                      
|                |  | Fax: 614-436-0057                       

(f) Binding: This Agreement shall be binding on the Parties and each of the representatives
executing this Agreement below represents that he is authorized and empowered to bind his company to the terms and conditions of this Agreement. Licensor shall have the sole right of assignment and this Agreement shall inure to the benefit of its
respective successors and permitted assigns. Licensee may not assign this Agreement under any circumstances.

(g) Headings. Captions
and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.

IN WITNESS WHEREOF, Licensor and Licensee have duly executed this Agreement as of the day and year set forth below.

[SIGNATURE PAGE TO FOLLOW]



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|                               |  |  |  |                                   |  |  |  | 
|------------------------------ |  |  |  | --------------------------------- |  |  |  | 
|Licensor                       |  |  |  | Licensee                         
|Ruths Chris Steak House, Inc. |  |  |  | Cameron Mitchell Restaurants, LLC



|    |  |                         |  |  |  |      |  |                               
|--- |  | ----------------------- |  |  |  | ---- |  | ------------------------------
|    |  |                         |  |  |  | By:  |  | CMR Management, Inc.          
|    |  |                         |  |  |  | Its: |  | Manager                       
|    |  |                         |  | 
|By: |  |                         |  |  |  | By:  |  |                               
|    |  | Craig Miller, President |  |  |  |      |  | M. Cameron Mitchell, President

Dated: , 200

Acknowledgement

On
this          day of             , 200  , before me personally appeared the persons who signed this instrument and who acknowledged that
he/she signed it as a free act on his/her own behalf (or on behalf of the identified juristic entity with authority to do so).



Notary Public




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Execution Version



Document F

Consent Agreement

This Consent Agreement is made and entered into on this     
day of                     , 200    , between Cameron Mitchell Restaurants, LLC (CMR), with a business address at 515
Park Street, Columbus, Ohio 43215, and Ruths Chris Steak House, Inc. (RCSH), with a business address at 500 International Parkway, Suite 100, Heathrow, Florida 32746.

Whereas, CMR owns the common law marks CAMERONS AMERICAN BISTRO and CAMERONS (collectively CMRs
Marks) as used on non-steakhouse and/or non-seafood restaurant services (CMRs Services);

Whereas, RCSH owns
the common law mark CAMERONS STEAKHOUSE (RCSHs Mark) as used on steakhouse and seafood restaurant services (RCSHs Services);

Whereas, the Parties agree that there is no confusion between their respective marks as used in connection with their respective services and
desire to document this understanding by entering into this Consent Agreement;

Now therefore, for the good and sufficient
consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

1. CMR acknowledges RCSHs ownership of
RCSHs Mark and RCSHs right to use the mark on RCSHs Services.

2. RCSH acknowledges CMRs ownership of CMRs
Marks and CMRs right to use the marks on CMRs Services.

3. The Parties agree that confusion is not likely to arise from their
respective use and registration of their respective marks in connection with their respective services because CMRs Services and RCSHs Services are for distinct concepts that are not likely to overlap.

4. As a result, CMR and RCSH consent to the registration of the other partys mark for the services listed above, at the U.S. Patent &
Trademark Office, or any other state or foreign office.

5. The parties agree to further take all reasonable action necessary to prevent
any confusion between each others businesses due to the coexistence and registration of their respective marks from taking place, including but not limited to making public disclaimers.

6. The parties shall negotiate in good faith to modify the terms of this Agreement to continue and further the purposes hereof in the event the Agreement
or any provision thereof is deemed to be invalid or insufficient for the purposes intended, by the U.S. Patent & Trademark Office or any court, or administrative body of or with competent jurisdiction.



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In witness whereof, the Parties have caused this Consent Agreement to be duly executed as of
the date set forth above.



|                                  |  |  |  |                                |  |        |  | 
|--------------------------------- |  |  |  | ------------------------------ |  | ------ |  | 
|Cameron Mitchell Restaurants, LLC |  |  |  | Ruths Chris Steak House, Inc.
|                                  |  |  |  |                               
|By:                               |  |  |  |                                |  | By:    |  | 
|Name:                             |  |  |  |                                |  | Name:  |  | 
|Title:                            |  |  |  |                                |  | Title: |  | 





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Document G

NON-EXCLUSIVE LICENSE

MITCHELL

This Agreement is made between Ruths Chris Steak House, Inc., a Delaware
corporation with its principal place of business located at 500 International Parkway, Suite 100, Heathrow, Florida 32746, (Licensor) and Cameron Mitchell Restaurant, LLC, an Ohio limited liability corporation, with its principal place
of business located at 515 Park Street, Columbus, Ohio 43215 (Licensee).

WHEREAS, Licensor has certain exclusive rights
to use the name Mitchell and has acquired all rights in and to the use of the name Mitchell as a trade or service mark (collectively, the Mark) in the provision of restaurant, lounge, catering and food services,
having acquired such rights and ownership (i) from Licensee pursuant to an Asset Purchase Agreement (APA) dated November 6, 2007 by and between Licensor and Licensee; and (ii) from Cameron M. Mitchell individually pursuant
to a Name Rights Assignment Agreement (NRAA) with Licensor of even date herewith; and

WHEREAS, Licensee desires a
limited right to continue to use the Mark as part of the name of two of Licensees companies and as part of certain domain names; and

WHEREAS, subject to certain terms and conditions, Licensor is willing and able to license to Licensee the right to use the Mark as contemplated.

NOW THEREFORE, accepting the above recitals as part of this Agreement and in return for good and valuable consideration, the adequacy and receipt of which is acknowledged by the parties, Licensor and Licensee
agree as follows:

1. License Grant: Subject to the terms and conditions specified herein, Licensor hereby grants to Licensee a
limited, non-exclusive, non-assignable, and royalty-free license to use the Mark as follows:

(a) as part of the full name Cameron
Mitchell Catering Company in connection with Sellers catering business located in Columbus, Ohio, but only within the limits of the expansion restrictions set forth in Section 6.12(b) of the APA;

(b) in connection with Cameron Mitchell Restaurants, LLC in the name of the legal entity located in Columbus, Ohio for as long as Seller
operates its business under such name; and

(c) as part of the domain name www.cameronmitchellcatering.com used in association with
the provision of catering services and the domain name www.cameronmitchell.com used in association with the provision of restaurant services.

Licensee may not sublicense the rights granted herein to any of its affiliates, subsidiaries or to third parties.



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Execution Version



2. Quality Control

(a) Right to Exercise: Licensor shall have the right to exercise quality control over Licensees use of the Mark to the extent needed to
maintain the validity of the Mark and to protect the associated good will, and Licensee agrees to and shall conform its use of the Mark to such quality control requirements established by Licensor. Licensor agrees that the standards currently being
used by Licensee in the use of the Mark for the Restaurant Location conform to Licensors quality control standards. Any other quality control standards Licensor may exercise over Licensee shall be commercially reasonable.

(b) Conforming Services: Licensee shall use the Mark as limited herein and subject to the terms and conditions hereof.

(c) Inspection: Upon Licensors request, Licensee shall permit inspection of its uses hereunder and submit samples of promotional materials
and other documents to verify compliance with paragraph (b) above.

3. Service Mark Use

(a) Value and Goodwill: Licensee acknowledges Licensors ownership of the Mark and the value and goodwill associated therewith.
Licensees use of the Mark shall inure to the benefit of Licensor for all purposes.

(b) No Adverse Action: Licensee shall not
do any act that would invalidate or challenge the validity of any of Licensors service mark or trade mark registrations or attempt to register any such marks in its own name, or act in any manner that would jeopardize Licensors rights
therein.

(c) Notice: Licensee shall include a written notice that the Mark is owned by Licensor on the websites associated with the
domain name uses permitted hereunder.

(d) Modification: Licensee shall not make any changes to, or combine the Mark with any other
service or trademarks or trade names without prior written consent of Licensor.

(e) Registration: Licensor shall be responsible for
all service mark registration and maintenance. Licensee shall cooperate with Licensor and shall sign any documents required by Licensor and agrees to provide Licensor with any specimens that are needed to maintain the Mark, or its registration(s).

4. Mark Enforcement

(a) Prompt Notification: Licensee shall promptly notify Licensor of any infringement or potentially infringing uses of the Mark so as to permit Licensor to take appropriate legal action as Licensor may determine in its sole
discretion. Licensee shall cooperate with Licensor in any such action including joining in any suit if found to be a necessary party. Licensor shall reimburse Licensee for the reasonable costs incurred in providing such assistance, including
reasonable costs and attorneys fees. Any award or settlement recovered by Licensor in any such action shall belong solely to Licensor.



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Execution Version



(b) Licensee Action: If Licensor chooses not to bring any infringement action against an
infringer, Licensee, with the prior written consent of Licensor, may bring such action in its own name and at its own expense. Licensor shall cooperate in any such action and join as a party if necessary, at Licensees expense. Any award or
settlement recovered by Licensee in any such action shall belong solely to Licensee after the recovery by both parties of their out-of-pocket costs.

(c) Defense: Licensor shall defend, at its own expense, any infringement action brought by a third party arising out of Licensees use of the Mark, but only for such use that occurs after the consummation
of the APA. Licensee shall cooperate in such defense at Licensors expense. Licensor shall be responsible for all judgments or settlements resulting from such action by a third party. Any award or settlement received in such action by Licensor
shall belong solely to Licensor. Licensee shall not enter into any settlement agreement with a third party without the prior written consent of Licensor.

5. Indemnity: Licensee shall indemnify and hold harmless Licensor and its affiliated entities and their officers, directors, employees and agents from any and all claims, suits, damages, attorneys fees,
costs, and other expenses, whenever asserted and established, arising from: (i) Licensees performance and operations under this Agreement and (ii) use of the Mark by Licensee prior to consummation of the APA.

6. Term and Termination

(a) The use
of the Mark authorized in Section 1(a) hereof shall terminate upon the earliest to occur of (i) Licensee ceasing operation of its catering business from its Columbus location; (ii) Licensee ceasing to provide catering services to the
Columbus, Ohio metropolitan area, either by virtue of selling the business or location to another party or moving the business to a new location, (iii) Licensee expanding its catering business beyond the expansion area permitted by
Section 6.12(b) of the APA; or (iv) Cameron Mitchell Catering Service ceasing to exist, including through termination, dissolution, bankruptcy, or liquidation.

(b) The use of the Mark authorized in Section 1(b) hereof shall terminate upon the earliest to occur of (i) Licensee ceasing to operate its business under Licensees name; or (ii) Licensee ceasing
to exist, including through termination, dissolution, bankruptcy, or liquidation.

(c) The use of the Mark authorized in Section 1(c)
in the domain name www.cameronmitchellcatering.com shall terminate when the use of the Mark authorized in Section 1(b) terminates hereunder.

(d) The use of the Mark authorized in Section 1(c) in the domain name www.cameronmitchell.com shall terminate when the use of the Mark authorized in Section 1(b) terminates hereunder.



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(e) This Agreement, including all licensed uses of the Mark hereunder, shall automatically terminate
when Licensee ceases to exist, including through termination, dissolution, bankruptcy, or liquidation;

(f) This Agreement, including all
licensed uses of the Mark hereunder, shall automatically terminate when Licensor ceases to exist, including through termination, dissolution, bankruptcy, or liquidation; or,

(g) This Agreement, including all licensed uses of the Mark hereunder, shall automatically cease when Licensee commits a material breach of the terms of
the Agreement; provided that Licensor must provide Licensee with written notice identifying the material breach(es). Licensee shall have a period of 30 days from the date of such notice within which to cure the breach.

Upon termination of this Agreement for any reason, Licensee shall immediately cease all uses of the Mark. Upon termination of any of the licensed uses in
accordance with Section 6(a)-(c) hereof, Licensee shall immediately cease all uses of the Mark as authorized by such section.

7.
Miscellaneous

(a) Entire Understanding: this Agreement constitutes the entire understanding of the parties and merges all
previous oral or written agreement pertaining to the subject matter of the Agreement, and shall not be modified or amended except by written agreement of the parties;

(b) Not an Agent: Licensee is not an agent of Licensor, and nothing in this Agreement creates a relationship of agent, partner, or joint venturers.

(c) Waiver: any waiver of a breach by either party is not a waiver of any other or later breach hereof.

(d) Good Faith: the parties shall use good faith in attempting to resolve any disputes relating to this agreement through negotiations.

(e) Governing Law: this Agreement is governed by the law of the state of Ohio.

(f) Notices: Notices required under this Agreement shall be delivered in person, by overnight courier or certified mail to:



|                |  |                                     
|--------------- |  | ------------------------------------
|If to Licensor: |  | Ruths Chris Steakhouse, Inc.       
|                |  | 500 International Pkwy, Suite 100   
|                |  | Heathrow, Florida 32746             
|                |  | Attn: Craig S. Miller, President/CEO
|                |  | Fax: 407-833-9625                   



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Execution Version



|                |  |                                         
|--------------- |  | ----------------------------------------
|Copy to:        |  | Ruths Chris Steakhouse, Inc.           
|                |  | 500 International Pkwy, Suite 100       
|                |  | Heathrow, Florida 32746                 
|                |  | Attn: Thomas E. OKeefe, General Counsel
|                |  | Fax: 407-833-9625                       
|                | 
|If to Licensee: |  | Cameron Mitchell Restaurants, LLC       
|                |  | 515 Park Street                         
|                |  | Columbus, Ohio 43215                    
|                |  | Attn: CMR Management, Inc., President   
|                |  | Fax: 614-621-1020                       
|                | 
|Copy to:        |  | Jerry K. Mueller, Jr.                   
|                |  | Mueller Smith & Matto                   
|                |  | Mueller-Smith Building                  
|                |  | 7700 Rivers Edge Drive                  
|                |  | Columbus, OH 43235                      
|                |  | Fax: 614-436-0057                       

(g) Binding: This Agreement shall be binding on the Parties and each of the representatives
executing this Agreement below represents that he is authorized and empowered to bind his company to the terms and conditions of this Agreement. Licensor shall have the sole right of assignment and this Agreement shall inure to the benefit of only
its respective successors and permitted assigns. Licensee may not assign this Agreement under any circumstances.

(h) Headings.
Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.

IN WITNESS WHEREOF, Licensor and Licensee have duly executed this Agreement as of the day and year set forth below.



|                               |  |                         |  |                                   |  |      |  |                               
|------------------------------ |  | ----------------------- |  | --------------------------------- |  | ---- |  | ------------------------------
|Licensor                       |  |                         |  | Licensee                         
|Ruths Chris Steak House, Inc. |  |                         |  | Cameron Mitchell Restaurants, LLC
|                               |  |                         |  |                                  
|                               |  |                         |  |                                   |  | By:  |  | CMR Management, Inc.          
|                               |  |                         |  |                                   |  | Its: |  | Manager                       
|                               |  |                         |  |                                  
|By:                            |  |                         |  |                                   |  | By:  |  |                               
|                               |  | Craig Miller, President |  |                                   |  |      |  | M. Cameron Mitchell, President

Dated:
, 200



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Execution Version



Acknowledgement

On this      day of                     , 200    , before me personally
appeared the persons who signed this instrument and who acknowledged that he/she signed it as a free act on his/her own behalf (or on behalf of the identified juristic entity with authority to do so).



Notary Public




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Execution Version



EXHIBIT C

SHARED SERVICES AGREEMENT

THIS SHARED SERVICES AGREEMENT, dated as of
                , 200     (this Agreement), by and between Cameron Mitchell Restaurants, LLC, an Ohio limited liability company
(Seller), and Ruths Chris Steak House, Inc., a Delaware corporation (Purchaser).

WHEREAS, the
Seller, the Purchaser, 1245 Properties, LLC, and M. Cameron Mitchell have entered into an Asset Purchase Agreement, dated as of                     ,
200     (the Purchase Agreement) pursuant to which the Seller agreed to sell to the Purchaser and the Purchaser agreed to purchase from the Seller the Acquired Assets; and

WHEREAS, the Purchaser and the Seller desire to enter into an arrangement for the Seller to provide, or to cause to be provided, certain shared services
solely with respect to Purchaser in connection with the Business for a period after the Closing.

NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.
Definitions. Capitalized terms used herein and not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement.

SECTION 2. Shared Services.



| | a. | Seller agrees that it shall provide or cause its Affiliate to provide the services substantially as described on Schedule 1 to this Agreement solely with respect to Purchaser in
connection with the Business (the Shared Services) for a period of four (4) months following the Closing Date (the Term). As of the end of each thirty (30) day period during the Term, Seller and
Purchaser shall review the Shared Services delivered during such thirty (30) day period and mutually agree on which Shared Services shall be terminated and which Shared Services shall continue to be provided hereunder. Seller and Purchaser
acknowledge and agree that Schedule 1 is, at best, an informed judgment of scope and costs of the Shared Services made at this time without the benefit of knowledge of all factors to be considered, including but not limited, the degree to which
Purchaser will need to rely on Seller to provide the Shared Services.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | Seller shall invoice Purchaser One Hundred Twenty Five Thousand Dollars ($125,000) for the Shared Services as of the first day of each month during the Term (the
Shared Services Fee), irrespective of any termination of a portion of the Shared Services as may be determined pursuant to paragraph a above. Such invoice shall be payable within thirty (30) days of Purchasers receipt. Seller
shall invoice Purchaser for Sellers out-of-pocket expenses, including but not limited to, travel expenses (consistent with
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | Purchasers Travel and Entertainment Policy, a copy of which has been delivered to Seller and any updates thereto shall be promptly delivered to Seller
during the Term) and other variable expenses (those of $1,000 or more to be approved in advance by Purchaser) (the Reimbursable Expenses), incurred by Seller during the prior month in providing the Shared Services within ten
(10) days following the end of each month during the Term. Purchasers obligation to pay either the Shared Services Fee or the Reimbursable Expenses shall survive the expiration of the Term. Purchaser and Seller acknowledge and agree that
notwithstanding anything in this Agreement to the contrary, including but not limited to the termination of all or any portion of the Shared Services prior to the expiration of the Term, Purchaser shall pay to Seller in an amount not less than Five
Hundred Thousand Dollars ($500,000) during the Term.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | d. | In providing the Shared Services, none of the Seller nor any of its respective Affiliates shall be obligated to: (i) hire any additional employees; (ii) maintain the
employment of any specific employee, (iii) purchase, lease or license any additional equipment, property or materials; or (iv) pay any costs related to the transfer of any data to the Purchaser or its Affiliates.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | e. | The Seller agrees to use commercially reasonable efforts to cause third parties to perform the services that are required in order for the Seller to perform the Shared Services. The
Purchaser understands that the Shared Services provided hereunder are transitional in nature and are furnished by the Seller and/or its Affiliates solely for the purpose of facilitating the purchase of the Acquired Assets by the Purchaser. The
Seller has no long term interest in continuing to provide the Shared Services and any obligation of Seller or any of its Affiliates to provide the Shared Services shall expire on the last day of the Term. If Purchaser desires for Seller to continue
to provide Shared Services beyond the Term, Purchaser and Seller shall mutually agree in writing on the scope of any such Shared Services, the period of time for any such Shared Services and the amount of compensation payable to Seller in exchange
for providing such Shared Services.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | f. | The Seller and its Affiliates shall only be obligated to provide Shared Services during normal business hours.
| | -- | --------------------------------------------------------------------------------------------------------------



| | g. | If, during the Term, Purchaser desires that Seller performs certain additional services which are necessary to Purchasers operation of the Business and which are not part of
the Shared Services (the Additional Services), then Purchaser may seek to negotiate an agreement with Seller with respect to the provision of such Additional Services. Seller shall perform such Additional Services solely pursuant to a
written agreement regarding such Additional Services. Seller shall determine in its sole discretion whether to enter into any agreement regarding Additional Services.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | h. | The Seller and its Affiliates providing Shared Services shall keep supporting documentation of all Reimbursable Expenses incurred in providing the Shared Services and all payments
made by the Purchaser in respect of the Reimbursable Expenses. In the event Purchaser disputes any Reimbursable Expenses charged by Seller for providing Shared Services, Purchaser shall deliver a written statement describing the dispute to Seller
within ten (10) days following Purchasers receipt of the invoice documenting such Reimbursable Expenses. Purchasers statement to Seller shall provide a reasonably detailed description of the disputed items. Upon delivery of the
written statement, Purchaser and Seller shall seek to cooperate and negotiate in good faith to resolve such disputed charges.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 3. No Warranties; Limitation on Liability; Indemnification.



| | a. | Seller makes no representations or warranties, express or implied, including but not limited to any implied warranties of merchantability or fitness for a particular purpose with
respect to the Shared Services to be provided hereunder. Without limiting the generality of the foregoing, the Purchaser hereby acknowledges and agrees that Seller is not and will not be acting as Purchasers accountants, financial advisors,
human resources personnel or information technology personnel.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | Seller agrees to indemnify, defend and hold harmless the Purchaser, its Affiliates, and each officer, director, employee, agent and representative of Purchaser and/or any of its
Affiliates (the Purchaser Parties), from any and all losses, liability, cost, expense, penalty, demand, judgment, damage, claim or cause of action (including but not limited to attorneys fees and other expenses of litigation)
(Losses) incurred by any of them arising out of or connected with the Shared Services or in any way related to this Agreement, regardless of the legal theory asserted (other than such as result directly from the Purchaser
Parties gross negligence or willful misconduct). Purchaser shall use reasonable efforts to promptly notify Seller in writing of any Losses for which Purchaser intends to claim indemnification hereunder (however, failure to give such notice
shall not relieve Seller from its obligations hereunder). Seller may not settle any claim, action or demand without the prior written consent of the Purchaser. In addition, the Seller and its Affiliates shall be liable for, and indemnify the
Purchaser Parties against, all Losses incurred by the Purchaser Parties to the extent caused by the negligence or willful misconduct of, or the breach of this Agreement by, the Seller and/or its Affiliates.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c. | Purchaser agrees to indemnify, defend and hold harmless the Seller, its Affiliates, and each officer, director, employee, agent and representative of Seller and/or
any of its Affiliates (the Seller Parties), from any and all Losses incurred by any of them arising out of or connected with the Shared Services or in any way related to this Agreement, regardless of the
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | legal theory asserted (other than such as result directly from the Seller Parties gross negligence or willful misconduct). Seller shall use reasonable
efforts to promptly notify Purchaser in writing of any Losses for which Seller intends to claim indemnification hereunder (however, failure to give such notice shall not relieve Purchaser from their obligations hereunder). Purchaser may not settle
any claim, action or demand without the prior written consent of the Seller. In addition, the Purchaser and its Affiliates shall be liable for, and indemnify the Seller Parties against, all Losses incurred by the Seller Parties to the extent caused
by the negligence or willful misconduct of, or the breach of this Agreement by, the Purchaser and/or its Affiliates.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 4. Confidentiality.



| | a. | Seller shall cause each Affiliate providing Shared Services to hold, and cause its directors, officers, employees, agents, consultants and advisors to keep confidential, unless
compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all confidential human resource, financial, tax, and other data or information of or concerning the Purchaser obtained or
created pursuant to this Agreement (the Purchaser Information) or otherwise relating to the Shared Services provided hereunder (except to the extent that this Agreement, the Purchase Agreement or any other ancillary agreement permits or
requires the use or disclosure of such Purchaser Information or to the extent such Purchaser Information can be shown to have been (i) in the public domain through no fault of the Seller or its Affiliates, (ii) lawfully acquired after the
date of this Agreement on a nonconfidential basis from a third party, or (iii) independently generated without any reference to any proprietary or confidential information of the Purchaser), and Seller and its Affiliates shall not (x) use
such Purchaser Information, except in connection with the performance of this Agreement, or (y) disclose such Purchaser Information to any other person or entity, except its employees, directors, officers and agents who need to know such
Purchaser Information and who shall be advised of the obligations contained in this Section 4(a) and be bound by them. Seller and its Affiliates shall be deemed to have satisfied its obligation to hold confidential any Purchaser Information if
it exercises the same care as it takes to preserve confidentiality for its own similar information. Within thirty (30) days of the termination of this Agreement, Purchaser will notify Seller if Purchaser desires that any records representing
the Purchaser Information in Sellers possession be given to Purchaser. If Seller does not receive such notification within thirty (30) days of the termination of this Agreement, Sellers will destroy all records representing Purchaser
Information in its possession.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | Any books, records, data, files, software, input materials or other information created by Seller or its Affiliates for Purchaser in the course of performing the Shared Services
shall be deemed the property of the Purchaser.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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SECTION 5. Modification and Waiver. No amendment, modification or alteration of the terms or
provisions of this Agreement or its Schedules hereto shall be binding unless the same shall be in writing and duly executed by the parties hereto, except that any of the terms or provisions of this Agreement or its Schedules hereto may be waived in
writing at any time by the party which is entitled to the benefits of such waived terms or provisions. No waiver of any of the provisions of this Agreement or its Schedules hereto shall be deemed to or shall constitute a waiver of any other
provision of this Agreement or its Schedules hereto, whether or not similar.

SECTION 6. Entire Agreement; Separate Agreements.
Except for and without limiting any partys rights under the Purchase Agreement, this Agreement and its Schedules hereto constitute the entire agreement and understanding between the parties and supersedes all prior proposals, commitments,
negotiations and understandings, whether written or oral, and all other communications between the parties relating to the subject matter hereof. The parties hereto agree that nothing in this Agreement and no breach of this Agreement shall modify or
limit any partys obligations to perform under the Purchase Agreement.

SECTION 7. Governing Law. This Agreement shall be
governed by and construed in accordance with the domestic laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of
Ohio. Notwithstanding the foregoing, with respect to any action which includes injunctive relief, or any action for the recovery of any property, real or personal, a party may bring such action in any state which has jurisdiction.

SECTION 8. No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any Person other than the parties hereto and
their respective successors and permitted assigns.

SECTION 9. Successors and Assigns. This Agreement and its Schedules hereto shall
be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns. No party may assign either this Agreement or its Schedules or any of the rights, interests, or obligations hereunder without
the prior written approval of the other parties hereto or thereto, except that Purchaser may assign some or all of its rights, interests and obligations pursuant to this Agreement and its Schedules to one or more one of its subsidiaries without the
consent of Seller; provided that Purchaser shall remain liable for its obligations hereunder.

SECTION 10. Force Majeure. All of the
parties hereto and their respective Affiliates shall be excused for failure or delay in performing any of their obligations hereunder to the extent that such failure or delay is directly or indirectly caused by an occurrence commonly known as force
majeure. Force Majeure includes, without limitation, any act of God; any accident, explosion, fire, ice, earthquake, lightning,



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tornado, hurricane, or other severe weather condition or calamity; any civil disturbance, labor dispute, or material labor shortage; any sabotage or acts of
terrorism; any acts of a public enemy, uprising, insurrection, civil unrest, war or rebellion; any action or restraint by court order or public or governmental authority or lawfully established civilian authorities, or any other circumstance or
event beyond the reasonable control of such party. In the event that the performance of any party hereto or their respective Affiliates hereunder is affected by an event of force majeure, the applicable party shall promptly notify the other parties
hereto of the same, giving reasonably full particulars thereof, and insofar as known, the probable extent to which it will be unable to perform, or will be delayed in performing, its obligations hereunder.

SECTION 11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.

SECTION 12. Relationship Between The Parties. The relationship between the
parties established under this Agreement is that of independent contractors and neither party is an employee, agent, partner, or joint venturer of or with the other. Each party is solely responsible for the acts of its employees, officers, directors
and agents. Neither party shall have the right, power or authority to create any obligations or commitments or incur any liabilities or debts, express or implied, on behalf of the other party.

SECTION 13. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

[Signatures appear on following page]



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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of
the date first written above.



SELLER:CAMERON MITCHELL RESTAURANTS, LLC, an Ohio limited liability companyBy: CMR Management, Inc.Its: ManagerM. Cameron Mitchell, PresidentPURCHASER:RUTHS CHRIS STEAK HOUSE, INC., a Delaware corporationBy:Name:

Craig S. MillerTitle:

President/CEO




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Schedule 1

[See Attached]



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Execution Version

EXHIBIT D

NON-COMPETITION AND NON-SOLICITATION

AGREEMENT

THIS
NON-COMPETITION AND NON-SOLICITATION AGREEMENT (the Agreement) is effective this      day of             , 200   (the Effective
Date), between Ruths Chris Steak House, Inc., a Delaware corporation (Purchaser), and Cameron Mitchell Restaurants, LLC, an Ohio limited liability company (Seller).

Recitals

WHEREAS,
pursuant to that certain Asset Purchase Agreement dated             , 200     (the Purchase Agreement), executed by and among Purchaser, Seller, 1245
Properties, LLC, and M. Cameron Mitchell, Purchaser has acquired all the Acquired Assets from the Seller.

WHEREAS, as an
inducement to Purchaser to purchase the Acquired Assets, Seller agreed to enter into this Agreement.

NOW, THEREFORE,the parties
hereby agree as follows:

Agreement

1. Non-Competition Covenant.

(a) In consideration of the Purchase Price paid by Purchaser on the
Closing Date to Seller pursuant to the Purchase Agreement, for the maximum period allowed by applicable law, but not to exceed five (5) years after the Closing Date, Seller and its Affiliates shall not, directly or indirectly:

(i) own, consult, develop, lease, license (to or from any third party), operate, participate (passively or actively), or invest in or be employed or
engaged by or otherwise affiliated with (as a consultant, independent contractor or otherwise) any seafood dining business and steakhouse dining business identical or commercially similar to (A) the Restaurants being sold by Seller to Purchaser
pursuant to the Purchase Agreement, and (B) the restaurants owned and operated by Purchaser as of this date;

(ii) solicit, induce,
influence or attempt to influence any supplier, lessor, licensor, or any other Person who has a business relationship with Purchaser, or had a business relationship with Seller to which Purchaser succeeded under the Purchase Agreement, to
discontinue or reduce the extent or scope of such relationship with Purchaser; or

(iii) engage in any practice the intended purposes of
which is to evade the provisions of this covenant not to compete.



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(b) Notwithstanding paragraph (a) above, Purchaser acknowledges and agrees that Sellers
operation, establishment or expansion of the restaurants and the upscale dining seafood concept related thereto known as the Ocean Club are not prohibited or restricted in any way by this covenant not to compete; provided, however, that pursuant to
the terms and subject to the conditions of the Purchase Agreement, Seller may only use the name Mitchell pursuant to the terms and conditions of the license agreements attached to the Purchase Agreement as Exhibit B. Notwithstanding
paragraph (a) above, Sellers continued operation of the catering business located in Columbus, Ohio (without any right to expansion outside of the Columbus, Ohio metropolitan area) will not be prohibited or restricted in any way by this
covenant not to compete; provided, however, that Seller shall only be permitted to use the name Mitchell pursuant to the terms and conditions of the license agreements attached to the Purchase Agreement as Exhibit B.

(c) Notwithstanding paragraph (a) above, Purchase acknowledges and agrees that Sellers operation of the Camerons Steakhouse Restaurant
located in Glendale, Wisconsin shall be allowed to continue operations for a period not to exceed ninety (90) days following the Closing Date; provided, however that Seller shall only be permitted to use the name Cameron pursuant to
the terms and conditions of the license agreements attached to the Purchase Agreement as Exhibit B. Sellers continued operation of this Camerons Steakhouse Restaurant after such ninety (90) day period shall constitute a breach of
this Agreement.

2. Non-Solicitation Covenant. In consideration of the Purchase Price paid by Purchaser on the Closing Date to
Seller pursuant to the Purchase Agreement, Seller and its Affiliates shall not:

(a) For a period of one (1) year after the Closing
Date, solicit, employ, hire or seek to solicit, hire or employ, any Business Employees or any hourly employees of the Purchaser. Further, Seller shall not otherwise associate in, finance or invest in any business with any Business Employees or any
former hourly employees of Seller employed by Purchaser or induce any Business Employees or any hourly employees of Purchaser to terminate his or her employment relationship during such one (1) year period. Nothing in this Agreement shall
prohibit Seller from (i)(x) associating in, financing or investing in any business with any Business Employees or any former hourly employees of Seller employed by Purchaser, or (y) hiring any Business Employees or any hourly employees employed
by Purchaser, in each case, whose employment is subsequently terminated by Purchaser for any reason or (ii) making a general solicitation of persons to be employed as hourly employees of Seller or its Affiliates; or

(b) Except for the individuals set forth on Schedule 1 attached hereto, for a period of three (3) years after the Closing Date, solicit, employ,
hire or seek to solicit, hire or employ, any Key Business Employees or any management employees of the Purchaser. Further, subject to the immediately following sentence, Seller shall not otherwise associate in, finance or invest in any business with
any Key Business Employees or any former management employees of Seller employed by Purchaser or induce any Key Business Employees or any management employees of Purchaser to terminate his or her employment relationship during such three
(3) year period. Nothing in this Agreement shall prohibit Seller from (i) associating in, financing or investing in any business with any Key Business Employees or any former management employees of Seller



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employed by Purchaser or (ii) hiring any Key Business Employees or any management employees employed by Purchaser, in each case, whose employment is
subsequently terminated by Purchaser for any reason; or

(c) Engage in any practice the intended purposes of which is to evade the
provisions of this covenant not to solicit.

3. Scope of Covenants; Assignment of Covenants. The parties agree that the geographic
scope of this covenant not to compete and this covenant not to solicit shall extend to all countries in North America. The parties agree that Purchaser may sell, assign or otherwise transfer this covenant not to compete or this covenant not to
solicit, in whole or in part, to any Person that purchases all or part of the Business.

4. Enforceability. If any part of Sections
1, 2 or 3 is held to be unenforceable because of the scope, duration or area of its applicability, the court making such determination shall have the power to modify such scope, duration or area or all of them, and such provision shall then be
applicable in such modified manner.

5. Remedies.

(a) The parties agree that a breach of any one or more of the covenants would cause irreparable injury and damage to Purchaser, the extent of which would be difficult to ascertain and not subject to an adequate remedy
at law. In the event of such breach or threat of such breach, Purchaser may seek an action, including for immediate injunctive relief, to compel the specific performance of the covenants set forth in this Agreement and agrees that such remedy shall
be cumulative, not exclusive, and shall be in addition to any other available remedies. Further, Purchaser may seek any other action necessary, including a temporary restraining order to prevent any threatened or further breach of the terms and
conditions of this Agreement. The existence of any claim or cause of action by Seller against Purchaser, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Purchaser of the covenants; provided,
however, that this paragraph shall not, in and of itself, preclude Seller from defending against the enforceability of the covenants. In any action brought by a party hereto to enforce the obligations of the other parties hereto, the prevailing
party shall be entitled to collect from the other parties to such action such prevailing parties reasonable attorneys and accountants fees, court costs and other expenses incidental to such litigation.

(b) Sellers failure to cease operation of the Camerons Steakhouse Restaurant located in Glendale, Wisconsin shall constitute a breach of both
this Agreement and any applicable licensing agreements as described in Section 1(c) above and Purchaser shall be entitled to any remedies available pursuant to this Agreement and applicable law.

6. Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Ohio without giving
effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Ohio.



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7. Definitions. Capitalized terms not defined herein shall have the meaning assigned to them in
the Purchase Agreement.

8. Waiver. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant
hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.

9. Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice,
request, demand, claim, or other communication hereunder shall be deemed duly given (i) if served personally, on the day of such service, or (ii) if mailed by certified or registered mail (return receipt requested), on the second business
day after mailing, and (iii) if transmitted by recognized overnight carrier, on the next business day after tender to the carrier. Such communications shall be sent to the following addresses:



|                 |  |                                         
|---------------- |  | ----------------------------------------
|If to Seller:    |  | Cameron Mitchell Restaurants, LLC       
|                 |  | 515 Park Street                         
|                 |  | Columbus, Ohio 43215                    
|                 |  | Attn: CMR Management, Inc., President   
|                 |  | Fax: 614-621-1020                       
|                 | 
|Copy to:         |  | Richard J. Helmreich, Esq.              
|                 |  | Porter, Wright, Morris & Arthur, LLP    
|                 |  | 41 South High St.                       
|                 |  | Columbus, OH 43215                      
|                 |  | Fax: 614-227-22100                      
|                 | 
|If to Purchaser: |  | Ruths Chris Steak House, Inc.          
|                 |  | 500 International Pkwy, Suite 100       
|                 |  | Heathrow, Florida 32746                 
|                 |  | Attn: Craig S. Miller, President/CEO    
|                 |  | Fax: 407-833-9625                       
|                 | 
|Copy to:         |  | Ruths Chris Steak House, Inc.          
|                 |  | 500 International Pkwy, Suite 100       
|                 |  | Heathrow, Florida 32746                 
|                 |  | Attn: Thomas E. OKeefe, General Counsel
|                 | 
|                 |  | Fax: 407-833-9625                       

10. Amendment. No amendment of any provision of this Agreement shall be valid unless the
same shall be in writing, signed by each of the parties hereto and identified in such writing as an amendment to this Agreement.

11.
Section Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.



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12. Entire Agreement. This Agreement terminates, cancels and supersedes all previous agreements
relating to Seller not competing with the Purchaser (except for M. Cameron Mitchells agreement not to compete with Purchaser), written or oral, entered into between the parties hereto, and this Agreement contains the entire understanding of
the parties hereto with respect to the subject matter of this Agreement. This Agreement was fully reviewed and negotiated on behalf of each party and shall not be construed against the interest of either party as the drafter of this Agreement.

13. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction
shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

14. Survival. Sections 1 through 6 of this Agreement shall survive any termination or expiration of this Agreement.

15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together
will constitute one and the same instrument.

[Signatures on following page]



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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above
written.



SELLER:CAMERON MITCHELL RESTAURANTS, LLC, an Ohio limited liability companyBy:

CMR Management, Inc.Its:

ManagerM. Cameron Mitchell, PresidentPURCHASER:RUTHS CHRIS STEAK HOUSE, INC., a
Delaware corporationBy:Name:

Craig S. MillerTitle:

President/CEO






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Schedule 1



|1. | Tony McMahon, General Manager at Mitchells Steakhouse, (Downtown) Columbus, OH
|-- | -------------------------------------------------------------------------------



|2. | Michael Denton, Executive Chef at Mitchells Steakhouse, (Downtown) Columbus, OH
|-- | --------------------------------------------------------------------------------



|3. | Steve Singleton, General Manager at Camerons Steakhouse, Birmingham, MI
|-- | ------------------------------------------------------------------------



|4. | Jeff Lindemeyer, Executive Chef at Camerons Steakhouse, Birmingham, MI
|-- | -----------------------------------------------------------------------



|5. | Kristen Luff, Assistant General Manager at Mitchells Steakhouse, (Polaris) Columbus, OH
|-- | ----------------------------------------------------------------------------------------



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Execution Version

EXHIBIT E

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (Assignment) dated as of the      day of
                    , 200  , is made by and between Cameron Mitchell Restaurants, LLC, an Ohio limited liability company
(Assignor) and Ruths Chris Steak House, Inc., a Delaware corporation (Assignee).

WHEREAS, Assignor desires
to assign, transfer and convey all of its right, title and interest in and to the Assumed Liabilities (as defined in the Asset Purchase Agreement) and to the certain contracts set forth in Exhibit A attached hereto (the Contracts)
to Assignee, and Assignee desires to assume such right, title and interest in the Assumed Liabilities and in the Contracts on the terms and subject to the conditions contained in the Asset Purchase Agreement, dated
                     , 200  , by and between Assignor and Assignee (the Asset Purchase Agreement).

NOW, THEREFORE, for and in consideration of the terms and conditions hereof, the parties agree as follows:

1. Assignor hereby assigns to Assignee, its successors and assigns, all of Assignors right, title and interest in and to the Assumed Liabilities
and the Contracts.

2. Assignee hereby assumes and agrees to perform all obligations of Assignor relating to the Assumed Liabilities and
contained in the Contracts including any fees and other charges incurred and/or accruing as of and after the date of this Assignment. Assignee shall not be liable for amounts outstanding under any of the Contracts which (a) have accrued prior
to the date of this Assignment or (b) relate to liabilities of Assignor other than the Assumed Liabilities.

3. Assignor represents
and warrants that (a) Assignor is not in default of any of its obligations under the Contracts, (b) there are no defaults by any party under any of the Contracts and (c) the Contracts are in full force and have not been modified,
amended, rescinded or superseded.

4. The terms of the Asset Purchase Agreement, including without limitation Assignors and
Assignees representations, warranties, covenants, agreements and indemnities relating to the Assumed Liabilities and Contracts, shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In
the event of any conflict or inconsistency between the terms of the Asset Purchase Agreement and the terms hereof, the terms of the Asset Purchase Agreement shall govern.

5. If and to the extent required under the Asset Purchase Agreement, Assignee shall indemnify and hold Assignor harmless from and against any and all losses, costs and expenses, including Assignors reasonable
attorney fees, arising from any facts or circumstances relating to the Assumed Liabilities or the Contracts which occur after the date hereof in accordance with the terms of the Asset Purchase Agreement.



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Execution Version



6. Each of the parties hereto covenants and agrees, at its own expense, to execute and deliver, at
the request of the other party hereto, such further instruments of transfer and assignment as such other party may reasonably request to more effectively consummate the assignments and assumptions contemplated by this Agreement.

7. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Ohio without giving effect to any choice or
conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Ohio.

8. This
Assignment shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns and Purchaser may assign some or all of its rights, interests and obligations pursuant to this Agreement to one or more of its
subsidiaries without the consent of the Seller; provided that Purchaser shall remain liable for its obligations hereunder.

9. This
Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

10. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

[Signatures on following
page]





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Execution Version



IN WITNESS WHEREOF, the parties hereto have executed this Assignment on the date and year first set
forth above.



ASSIGNORCAMERON MITCHELL RESTAURANTS, LLCBy:

CMR Management, Inc.Its:

ManagerM. Cameron Mitchell, President




ASSIGNEERUTHS CHRIS STEAK HOUSE, INC.By:Name:

Craig S. MillerIts:

President/CEO




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Execution Version



EXHIBIT A

Contracts





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Execution Version



EXHIBIT F

LIMITED WARRANTY DEED

1245 PROPERTIES, LLC, an Ohio limited
liability company (Grantor), for valuable consideration paid, grants with limited warranty covenants, to [grantee to be Ruths Chris Steak House, Inc. (Buyer) or its nominee if the nominee enters into an agreement
limiting its rights to bring claims hereunder to Buyers rights under the Asset Purchase Agreement identified below], a(n)
                                         
                   , whose tax-mailing address is
                                         
                   , the following described real property:

Situated in the State of Ohio, County of Franklin and in the City of Columbus, and being more particularly described as follows:

For description see Exhibit A attached hereto and

incorporated herein by this reference.



|                            |  |                                                                         
|--------------------------- |  | ------------------------------------------------------------------------
|Commonly known as:          |  | 1245 Olentangy River Road, Columbus, OH                                 
|Auditors Parcel Number(s): |  | 010-095006 and 010-095007                                               
|Prior Instrument Reference: |  | Instrument No. 200606010106116, Recorders Office, Franklin County, Ohio

SUBJECT TO the matters set forth on Exhibit B attached hereto and incorporated herein by this
reference. [Exhibit B will contain those matters (both general and specific) that are excepted by Buyers final title insurance commitment.]

Any claim against or liability of Grantor or its successors or assigns under this deed shall be subject to any limitations established by that certain Asset Purchase Agreement dated as of
                    , 2007 by and among Ruths Chris Steak House, Inc., Cameron Mitchell Restaurants, LLC, M. Cameron Mitchell, and 1245
Properties, LLC.

Executed this      day of
                    , 2007.



1245 PROPERTIES, LLC.,an Ohio limited liability companyBy:


Printed Name:


Its:




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Execution Version



STATE OF OHIO,

COUNTY
OF                     , SS:

The
foregoing instrument was acknowledged before me this      day of                     , 2007, by
                                         
       ,
                                         
       of 1245 PROPERTIES, LLC, an Ohio limited liability company, on behalf such limited liability company.



Notary Public


This Instrument Prepared By:

John E. Brady, Esq.

PORTER, WRIGHT, MORRIS & ARTHUR LLP

41 South High Street

Columbus, OH 43215



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Execution Version



EXHIBIT G

ALLOCATION OF PURCHASE PRICE

For all purposes including but not limited
to the completion of Internal Revenue Service Form 8594 the parties agree that the purchase price shall be allocated as follows:



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Execution Version



EXHIBIT H

LIABILITY ESCROW AGREEMENT

This Liability Escrow Agreement dated as of
this      day of             , 200    , by and among Ruths Chris Steak House, Inc., a Delaware corporation (Purchaser), and Cameron
Mitchell Restaurants, LLC, an Ohio limited liability company (Seller), and              Bank (the Escrow Agent) (the Escrow Agreement).

WHEREAS, pursuant to that certain Asset Purchase Agreement by and between Purchaser and Seller dated as of
            , 200     (the Purchase Agreement), a copy of which has been delivered to the Escrow Agent, Purchaser intends to purchase from Seller the
Acquired Assets, as more fully set forth in the Agreement; and

WHEREAS, Section 7.5 of the Purchase Agreement provides for the
establishment of a liability escrow agreement by and among Purchaser, Seller and Escrow Agent.

NOW, THEREFORE, in consideration of the
premises and the mutual promises of the parties set forth and other good and valuable consideration had and received by each of the parties hereto from each of the others, the parties hereto agree as follows:

1. Definitions. Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement.

2. Deposit in Escrow.

(a) There is deposited
herewith in escrow with the Escrow Agent by Seller the sum of NINE MILLION FOUR HUNDRED THOUSAND AND NO/100 DOLLARS ($9,400,000) (which cash, together with all income earned on the cash, shall be referred to herein as the Escrow Fund).
The Escrow Fund shall be held by the Escrow Agent in an interest bearing account for the benefit of Purchaser to secure the indemnity obligations of Seller under the Purchase Agreement.

(b) Purchaser and Seller acknowledge and agree that this Escrow Agreement constitutes a substantial restriction on the rights of Seller with respect to
the Escrow Fund and that Purchaser and Seller shall treat the Escrow Fund as an installment obligation.

3. Payment of Escrow Fund. The Escrow Agent
shall make one or more distributions of the Escrow Fund, as follows:

(a) To the Seller:

(i) In the full amount of the Escrow Fund, less fees and costs, and disbursements pursuant to subparagraph (a)(ii) or (b) hereof, if any, on the
next business day following 12 months from the date hereof.



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Execution Version



(ii) In the amount of accrued interest on the Escrow Fund within five (5) days of each month
end; provided, prior to such disbursement, Purchaser shall not delivered a written certification to the Escrow Agent that an event described in paragraph (b)(i) shall have occurred.

(iii) In the amount of fifty percent (50%) of the balance of the Escrow Fund upon receipt of a certificate signed by both Purchaser and Seller
certifying the following:

(A) Prior to the expiration of the sixth (6th) month following execution of this Escrow Agreement, Seller has delivered one hundred percent (100%) of the member
consents in the form attached to the Purchase Agreement to Purchaser; and

(B) No event that could reasonably be
expected to require disbursement pursuant to Section (b) below has occurred prior to the expiration of the sixth (6th) month following execution of this Escrow Agreement.

(b) To the Purchaser: If Purchaser certifies to the Escrow Agent and the Seller, by written notice on or before twelve (12) months from the
date hereof:

(i) that an event has occurred that would give rise to an obligation on the part of the Seller to indemnify
the Purchaser Indemnities pursuant to a claim for indemnification under Section 7.2 of the Purchase Agreement; and

(ii) that the Purchaser is not in breach of the Purchase Agreement.

In the event written notice of Sellers objection to
such certification is not received by the Escrow Agent and the Purchaser ten (10) days following Escrow Agents receipt of Purchasers written notice, the Escrow Agent shall release such cash to the Purchaser.

(c) Otherwise, only pursuant to:

(i) the joint written instructions of Purchaser and Seller; or

(ii) the final order of a
court of law.

4. Term of Escrow Agreement. This Escrow Agreement is effective as of
            , 200     and shall expire twelve (12) months from the date hereof, if neither Purchaser nor Seller contests termination and distribution of the Escrow
Fund at that time; or, if there is a contest, on the earlier of the receipt by the Escrow Agent of joint written instructions pursuant to Section 3(c)(i) or of a final order of a court of law pursuant to Section 3(c)(ii) subject to Escrow
Agents delivery of the Escrow Fund to a court of law pursuant to paragraph 8 of the Acceptance of Escrow attached hereto.



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Execution Version



5. Concerning the Escrow Agent.

(a) The duties and obligations of Escrow Agent hereunder shall be determined solely by the express provisions of this Escrow Agreement and the Acceptance of Escrow. The Escrow Agent shall be under no obligation to
refer to any other documents between the parties related in any way to this Escrow Agreement.

(b) The Escrow Agent shall not be liable to
anyone whatsoever by reason of any error or judgment or for any act done or step taken or omitted by it in good faith or for any mistake of fact or law or for anything which it may do or refrain from doing in connection herewith unless caused by or
arising out of its own gross negligence or willful misconduct. Purchaser and Seller shall, jointly and severally, indemnify and hold Escrow Agent harmless from any and all liability and expenses (including, without limitation, its attorneys
fees and expenses of litigation) which may arise out of or result from this Escrow Agreement or out or result from this Escrow Agreement or out of any action taken or omitted by it as Escrow Agent in accordance with this Escrow Agreement, as the
same may be amended, modified or supplemented, except such liability and expense as may result from the gross negligence or willful misconduct of the Escrow Agent.

(c) The Escrow Agent shall be entitled to rely and shall be protected in acting in reliance upon any instructions or directions furnished to it in writing jointly by Purchaser and Seller or pursuant to any provision
of this Escrow Agreement and shall be entitled to treat as genuine, and as the document it purports to be, any letter, paper or other document furnished to it by Purchaser or Seller and believed by it to be genuine and to have been signed and
presented by the proper party or parties.

(d) The Escrow Agent, or any successor to it hereafter appointed, may at any time resign by
giving notice in writing to Purchaser and Seller and shall be discharged from its duties hereunder upon the appointment of a successor Escrow Agent as hereinafter provided or upon the expiration of thirty (30) days after such notice is given.
In the event of any such resignation, a successor Escrow Agent, which shall be a bank or trust company organized under the laws of the State of Ohio and having a combined capital and surplus of not less than $10,000,000 shall be jointly appointed by
Purchaser and Seller. Any such successor Escrow Agent shall deliver to Purchaser and Seller a written instrument accepting such appointment hereunder, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder and
shall be entitled to receive the Escrow Fund held by the predecessor Escrow Agent hereunder.

(e) The Escrow Agent may consult with counsel
to be selected and employed by it and shall be fully protected with respect to any action under this Escrow Agreement taken or suffered in good faith by the Escrow Agent in accordance with the opinion of such counsel.

(f) The Escrow Agent shall receive compensation for its services at its customary rates as in effect from time to time. Such compensation shall be paid
one-half by Seller and one-half by Purchaser; provided, that Sellers share of such compensation shall be limited to the amount of, and payable only from, the Escrow Fund.

6. Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication



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Execution Version



hereunder shall be deemed duly given (i) if served personally, on the day of such service, or (ii) if mailed by certified or registered mail
(return receipt requested), on the second business day after mailing, and (iii) if transmitted by recognized overnight carrier, on the next business day after tender to the carrier. Such communications shall be sent to the following addresses:



|    |  |                     |  |                                              
|--- |  | ------------------- |  | ---------------------------------------------
|(a) |  | If to Purchaser:    |  | Ruths Chris Steak House, Inc.               
|    |  |                     |  | 500 International Pkwy, Suite 100            
|    |  |                     |  | Heathrow, Florida 32746                      
|    |  |                     |  | Attention: Craig S. Miller, President/CEO    
|    |  |                     |  | Facsimile: (407) 833-9625                    
|    |  |                    
|    |  | with copies to:     |  | Ruths Chris Steak House, Inc.               
|    |  |                     |  | 500 International Pkwy, Suite 100            
|    |  |                     |  | Heathrow, Florida 32746                      
|    |  |                     |  | Attention: Thomas E. OKeefe, General Counsel
|    |  |                     |  | Facsimile: (407) 833-9625                    
|    |  |                    
|(b) |  | If to the Seller:   |  | Cameron Mitchell Restaurants, LLC            
|    |  |                     |  | 515 Park Street                              
|    |  |                     |  | Columbus, Ohio 43215                         
|    |  |                     |  | Attention: CMR Management, Inc., President   
|    |  |                     |  | Facsimile: (614) 621-1020                    
|    |  |                    
|    |  | with copies to:     |  | Porter, Wright, Morris & Arthur LLP          
|    |  |                     |  | 41 S. High Street                            
|    |  |                     |  | Columbus, Ohio 43215                         
|    |  |                     |  | Attention: Richard J. Helmreich, Esq.        
|    |  |                     |  | Facsimile: (614) 227-2100                    
|    |  |                    
|(c) |  | If to Escrow Agent: |  |                                              

or such other address as shall be furnished in writing by any party to the other parties, and any such notice or
communication shall be effective when received by the person to whom it is addressed.

7. Miscellaneous.

(a) This Escrow Agreement, together with the Acceptance of Escrow, which is hereby incorporated by reference, constitutes the entire agreement between
the parties and supersedes any prior understandings, agreements, or representations by or between the parties, written or oral, to the extent they related in any way to the subject matter hereof.



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Execution Version



(b) This Escrow Agreement shall inure to the benefit of and be binding upon the parties hereto and
their respective successors, executors, administrators, heirs, and/or assigns; provided, however, that none of the parties hereto except Escrow Agent may make any assignment of this Escrow Agreement or any interest therein without the prior written
consent of the other parties.

(c) Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any
person, firm or corporation, other than the parties hereto and their respective permitted successors and assigns or personal representatives, any rights or remedies under or by reason of this Escrow Agreement. This Escrow Agreement may not be
amended or terminated orally but only as expressly provided herein or by an instrument in writing duly executed by the parties hereto.

(d)
The captions set forth in this Escrow Agreement are for convenience only and shall not be considered as part of this Escrow Agreement or as in any way limiting or amplifying the terms and provisions hereof.

(e) This Escrow Agreement shall be governed by and construed in accordance with the domestic laws of the State of Ohio without giving effect to any
choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Ohio.

(f) This Escrow Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

(g) As between Purchaser and Seller, anything herein to the contrary notwithstanding, the rights and duties of Purchaser and Seller and their rights to
the Escrow Fund shall be governed by the Purchase Agreement.

(h) Any capitalized term not defined herein shall have the meaning assigned
to it in the Purchase Agreement.

(i) Any term or provision of this Escrow Agreement that is invalid or unenforceable in any situation in
any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

[Signatures on following page]



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Execution Version



IN WITNESS WHEREOF, the parties have caused this Escrow Agreement to be duly executed and delivered
on the date first written above.



SELLER:CAMERON MITCHELL RESTAURANTS, LLC, an Ohio
limited liability companyBy: CMR Management, Inc.Its: ManagerM. Cameron Mitchell, PresidentPURCHASER:RUTHS CHRIS STEAK HOUSE, INC., a
Delaware corporationBy:Name:

Craig S. MillerTitle:

President/CEOESCROW AGENT:By:Name:Title:




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Execution Version



ACCEPTANCE OF ESCROW

(hereinafter the Bank) hereby acknowledges receipt of a copy of a Liability Escrow Agreement dated
            , 200    , entered into by Ruths Chris Steak House, Inc. and Cameron Mitchell Restaurants, LLC, and in connection therewith the Bank agrees to act as
Escrow Agent subject to the Conditions of Acceptance hereinafter set forth and made a part hereof.



|               |  |  |  |  |  |      |  | 
|-------------- |  |  |  |  |  | ---- |  | 
|[Name of Bank] |  |  |  |  |  |     
|               |  |  |  | 
|Dated:         |  |  |  |  |  | By:  |  | 
|               |  |  |  |  |  | Its: |  | 

CONDITIONS OF ACCEPTANCE

IN CONSIDERATION OF THE ACCEPTANCE OF THIS ESCROW BY             , all of the parties agree that said Acceptance is predicated upon the following conditions
and stipulations and that any modification of escrow instructions shall also be subject to the following provisions:

1. In the event of any conflict
between the Escrow Agreement (hereinafter called the Agreement) and these Conditions of Acceptance, the latter shall prevail.

2. The duties of
the Bank are only such as are specifically provided herein and in the Agreement, being purely ministerial in nature, and the Bank shall incur no liability whatsoever, except for willful misconduct or gross negligence, so long as it has acted in good
faith.

3. The Bank shall be under no responsibility in respect of any of the items deposited with it other than to faithfully follow the instructions
contained herein and in the Agreement. The Bank may advise with counsel and shall be fully protected in any action taken in good faith in accordance with such advice. The Bank shall not be required to defend any legal proceedings which may be
instituted against it in respect of the subject matter of the Escrow unless requested to do so by the parties to the Escrow and indemnified as provided in the Agreement. The Bank shall not be required to institute legal proceedings of any kind.

4. The Bank shall have no responsibility for the genuineness or validity of any document or other item deposited with it nor for the identity or legal
capacity of any party involved nor for the sufficiency of any agency nor for the genuineness of signatures to any papers or documents nor for the negotiability or marketability of any item deposited with it nor for any delay of this Escrow due to
any cause beyond its control, and it shall be fully protected in acting in accordance with any written instructions given to it hereunder or under the Agreement and believed by it to have been signed by the proper parties.

5. The Bank shall be liable for only such funds and instruments as are actually deposited and received by it for the purpose of this Escrow and shall have a lien on all
funds and instruments deposited with it for the purpose of securing any fees, costs or other charges incurred by it hereunder.



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Execution Version



6. The Bank shall not be liable for the payment of any funds in the event it shall be prevented from making payment
by operation of law or otherwise.

7. Provided the terms of the Escrow can be complied with, the Bank will not withhold completion and settlement thereof,
unless restrained by order of court or served with some other similar legal proceeding, and in so doing, the Bank will not become liable to the undersigned, or to any other person, for its failure or refusal to comply with conflicting or adverse
claims or demands.

8. In the event of a dispute between the parties, an ambiguity in the provisions governing the Escrow or uncertainty on the part of the
Bank as to how to proceed with the Escrow, such that the Bank, in its sole and absolute judgment, deems it necessary for its protection so to do, the Bank may (a) refrain from taking any action other than to safely keep the items deposited
hereunder until it shall have received joint written instructions from the parties to the Escrow, or (b) deposit the escrowed items into a court of competent jurisdiction and thereupon have no further duties or responsibilities in connection
therewith.

9. The Bank may resign at any time by delivering written notice at least thirty (30) days before the date upon which such resignation is
to become effective to the parties to the Escrow who hereby agree to designate, by a written acceptance of such successor on or before such effective date, a successor Escrow Agent. After the effective date of such resignation, the Bank shall be
under no further obligation to perform any of the duties of Escrow Agent under the Agreement other than to deliver the entire assets of the Escrow to a properly designated successor Escrow Agent or to deal with such assets as provided in the
preceding paragraph (8) hereof. Any successor Escrow Agent shall have all of the duties, powers, rights and immunities conferred upon the Bank hereby or by the Agreement. Any successor Escrow Agent may accept as complete and correct and may
rely upon any accounting made by any prior Escrow Agent and shall not be subject to any liability or responsibility with respect to the prior administration by any prior Escrow Agent.

10. The Bank shall be entitled to reasonable compensation for its services rendered hereunder and under the Agreement, as shown on the fee schedule attached hereto and marked as Exhibit A, and Seller agree to pay the
same upon receipt of the Banks statement therefor, and to make reimbursements to the Bank for out-of-pocket amounts expended and out-of-pocket expenses incurred, including fees for services and expenses of counsel, agents and attorneys in fact
employed by the Bank; provided, such fees and expenses shall be paid from the Escrow.

11. As to the Bank, the terms and provisions of the Agreement and
this Acceptance shall bind the executors, administrators, heirs, devisees, successors and assigns of the undersigned.

12. The parties represent and
warrant and further agree as follows: (i) that they will supply, or cause to be supplied to the Bank the full name, address and tax payer identification number for each person entitled to receive interest or dividend income pursuant to the
Agreement as well as



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Execution Version



additional information as the Bank may reasonably request in connection with its duties hereunder and will supply to the Bank any changes to the foregoing;
and (ii) if any check deposited into the escrow account maintained by the Bank is returned to the Bank for any reason after the proceeds of such escrow account have been disbursed, the party for whose benefit such check was written shall
immediately reimburse the Bank for the amount of such returned check and shall reimburse the Bank for all fees and expenses which it may incur as a result thereof.

The undersigned hereby appoints the Bank as their Escrow Agent upon the Conditions of Acceptance set forth above.

Dated:
, 200



ESCROW AGENT:By:Name:Title:




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Execution Version



EXHIBIT I

GIFT CARD ESCROW AGREEMENT

This GIFT CARD ESCROW AGREEMENT(this
Agreement), dated             , is by and among Ruths Chris Steak House, Inc. (RCSH), a Delaware corporation (the Purchaser) and Cameron Mitchell
Restaurants, LLC, an Ohio limited liability company (the Seller) and             , a national banking association organized under the laws of the United States, as escrow agent
(the Escrow Agent) (each a Party and, collectively, the Parties). Capitalized terms used but not defined herein shall have the meanings given to them in that certain Asset Purchase Agreement (Asset Purchase
Agreement), dated             , by and among Purchaser, Seller, 1245 Properties, LLC and M. Cameron Mitchell. The Parties acknowledge that Escrow Agent is not a party to, has not
received and will not be responsible for the Asset Purchase Agreement.

W I T N E S S E T H

WHEREAS, pursuant to the Asset Purchase Agreement, Seller has agreed to sell to Purchaser, and Purchaser has agreed to purchase from Seller, the
Acquired Assets, upon the terms and subject to the conditions set forth therein;

WHEREAS,pursuant to the terms of Section 7.8
of the Asset Purchase Agreement, Purchaser and Seller desire to establish an escrow account for the benefit of Purchaser to secure certain obligations of Seller to indemnify Purchaser for the value of Gift Card redemptions by Purchaser for a period
certain after the Closing Date, as set forth in Section 6.7 of the Asset Purchase Agreement.

NOW, THEREFORE, for and in
consideration of the mutual agreements and covenants contained herein and in the Asset Purchase Agreement, the parties hereto hereby agree as follows:

1. Appointment of Escrow Agent.

Purchaser and Seller hereby appoint
             as Escrow Agent for the purposes set forth herein and Escrow Agent hereby accepts such appointment.

2. Certain Definitions.

Cash Cards means pre-paid balance cards relating to the
Business issued by Seller that can be used at any of the Restaurants.

Club Cards means cards issued for various group
discounts available for a certain number of visits to any of the Restaurants that are valid for use only from January 1 through December 31 of a calendar year.

Gift Cards means collectively the Cash Cards, Club Cards and Promotional Cards.



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Gift Card Outstanding Balance shall mean the total sum of the liabilities for
outstanding Gift Cards presented to and redeemed by Purchaser for a period of twelve (12) months following the Closing Date.

Promotional Cards means a single use set amount card (not to exceed $100) relating to the Business issued by Seller prior to the Closing Date primarily for promotional, charitable, media trade or guest service matters
that can be used at any of the Restaurants.

3. Deposit Into Escrow Account

(a) Concurrently with the execution and delivery of this Agreement, in accordance with Section 6.7 and Section 7.8 of the Asset Purchase
Agreement, Purchaser shall deposit with Escrow Agent and Escrow Agent will acknowledge upon receipt an amount equal to $            , which is eighty-five percent (85%) of the value of
the Gift Cards issued by Seller from October 1, 2006 through the Closing Date and not redeemed prior to the Closing Date (the Escrowed Funds Balance) to be held in Account No.
             (the Escrow Account) and disbursed by Escrow Agent in accordance with the terms and conditions set forth in this Agreement. As used in this Agreement, the term
Escrowed Funds shall be deemed to include any interest or other income earned thereon.

(b) If at any time during the twelve
(12) months following the Closing Date, the amount in the Escrow Account is below the Escrowed Funds Balance funds, Seller will promptly provide funds into the Escrow Account sufficient to cover such shortfall.

(c) Notwithstanding anything herein to the contrary, during the term of this Agreement, Purchaser shall be entitled to receive 100% of value of any Gift
Cards redeemed up to the Gift Card Outstanding Balance from the Escrow Account.

(d) Purchaser and Seller acknowledge and agree that this
Agreement constitutes a substantial restriction on the rights of Seller with respect to the Escrowed funds and that Purchaser and Seller shall treat the Escrowed Funds as an installment obligation.

4. Investment of Escrowed Funds

(a) During the term
of this Agreement, the Escrowed Funds shall be invested (a) as directed by Seller in (i)             money market account, (ii) a trust account with
            and (iii) a money market mutual fund, including without limitation             fund or (b) in such other
investments as shall be directed in writing by Seller and as shall be acceptable to the Escrow Agent. The Parties acknowledge that (i) the Escrow Agent or an affiliate of the Escrow Agent receives fees from such funds for services rendered,
(ii) the Escrow Agent charges and collects fees for services rendered pursuant to this Agreement, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Agreement
may at times duplicate those provided to such funds by the Escrow Agent or its affiliates. Such written instructions, if any, shall specify the type and identity of the investments to be purchased and/or sold and will be executed through
            . Unless otherwise instructed in writing by Seller, Escrow Agent shall invest and reinvest the Escrowed Funds in selection (ii) above.



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(b) Subject to principles of best execution, transactions are effected on behalf of the Escrow Account
through broker-dealers selected by             . In this regard,              seeks to attain the best overall result for the
Escrow Account, taking into consideration quality of service and reliability. An agency fee will be assessed in connection with each transaction. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds
necessary to make required payments under this Agreement. The Escrow Agent shall have no liability for any loss sustained as a result of any investment made pursuant to the terms of this Agreement or as a result of any liquidation of any investment
prior to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrowed Funds, except for the gross negligence or intentional misconduct of the Escrow Agent. The Escrow Agent or any of its
affiliates may receive compensation with respect to any investment directed hereunder. Receipt, investment and reinvestment of the Escrowed Funds shall be confirmed by Escrow Agent as soon as practicable by account statement, and any discrepancies
in any such account statement shall be noted by Seller to Escrow Agent within 30 calendar days after receipt thereof. Failure to inform Escrow Agent in writing of any discrepancies in any such account statement within said 30-day period shall
conclusively be deemed confirmation of such account statement in its entirety.

5. Disbursements From the Escrow Account; Closing

(a) The Escrow Agent shall disburse the Escrow Funds to Purchaser by intrabank transfer of collected funds or wire when accompanied by valid wire
instructions in the amounts specified thereon upon presentment jointly by Purchaser and Seller to Escrow Agent of report(s) from Sellers third party Gift Card servicing agent, Opticard, reflecting customer charges against Gift Cards.

(b) All of the joint requests from Purchaser and Seller for disbursements of Escrowed Funds to Purchaser shall be accompanied with
instructions from Purchaser for payment thereof in substantially the form attached hereto as Schedule 1 which instructions include a certification by Purchaser and Seller that the customer charges against the Gift Cards were made within twelve
(12) months following the Closing Date.

(c) The Escrow Agent shall honor and make disbursements to Purchaser for all customer charges
in accordance to Schedule 1 and as shown in reports from Purchaser reflecting customer charges against any Gift Cards presented by Purchaser to Escrow Agent within twelve (12) months after the Closing Date. Within three (3) Business Days
(hereinafter defined) following the twelve (12) month anniversary of this Agreement, Escrow Agent shall distribute to the Seller the balance (if any) of the Escrow Funds, in accordance to written payment instructions.

(d) In addition to disbursements under Section 5(a), 5(b), and 5(c) of this Agreement, the Escrow Agent is authorized and directed to deliver the
Escrow Funds (i) to the undersigned against the receipt or (ii) in accordance with the written instructions of all of the undersigned. When directions or instructions from more than one party are required, such directions or



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instructions may be given by separate instruments of similar tenor. Any party may act hereunder through an agent or attorney in fact, provided satisfactory
written evidence of such authority is first furnished to the Escrow Agent. Escrow Agent may conclusively rely on the authenticity of such directions or instructions delivered by facsimile transmission. Distributions shall be made only from the
Escrow Funds and within a reasonable time after Escrow Agents receipt of such instructions, taking into account the time required to liquidate the Escrow Funds.

6. Compensation of Escrow Agent

The Parties agree jointly and severally to (i) pay the Escrow
Agent upon execution of this Agreement and from time to time thereafter reasonable compensation for the services to be rendered hereunder, which unless otherwise agreed in writing shall be as described in Exhibit B (to be attached hereto upon
selection of an Escrow Agent), and (ii) pay or reimburse the Escrow Agent upon request for all expenses, disbursements and advances, including reasonable attorneys fees and expenses, incurred or made by it in connection with the
performance, modification and termination of this Agreement. As between Purchaser and Seller, such fees and expenses of the Escrow Agent shall be shared equally.

7. Concerning the Escrow Agent

(a) Notwithstanding any provision contained herein to the contrary, the Escrow Agent,
including its officers, directors, employees and agents, will:

(i) Not be liable for any action taken or omitted under this Agreement so
long as it will have acted in good faith and without gross negligence or willful misconduct;

(ii) Have no responsibility to inquire into
or determine the genuineness, authenticity, or sufficiency of any securities, checks, or other documents or instruments submitted to it in connection with its duties hereunder.

(iii) Be entitled to deem the signatories of any documents or instruments submitted to it hereunder as being those purported to be authorized to sign
such documents or instruments on behalf of the parties hereto, and will be entitled to rely upon the genuineness of the signatures of such signatories without inquiry and without requiring substantiating evidence of any kind;

(iv) Be entitled to refrain from taking any action contemplated by this Agreement in the event that it becomes aware of any disagreement between the
other Parties hereto as to any facts or as to the happening of any contemplated event precedent to such action. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or
demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it
shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. The Escrow Agent may interplead all of the assets held hereunder into the
                    or may seek a declaratory judgment in the event that such circumstances arise, and thereafter be fully relieved from any and all
liability or obligation with respect to such interpleaded assets or any action or nonaction based on such declaratory judgment;



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(v) Be indemnified and saved harmless jointly and severally by the other Parties from any and all losses,
liabilities, claims, proceedings, suits, demands, penalties, costs and expenses, including without limitation reasonable fees and expenses of outside counsel and experts and preparation to defend any of the foregoing (Losses), which may
be incurred by it as a result of its execution, delivery or performance of this Agreement, unless such Losses are caused by the bad faith, gross negligence or willful misconduct of the Escrow Agent, and the provisions of this Section 7(a)(v)
will survive the resignation or removal of the Escrow Agent and the termination of this Agreement Purchaser and Seller hereby grant the Escrow Agent a lien on, right of set-off against and security interest in the Escrow Fund for the payment of any
claim for indemnification, compensation, expenses and amounts due hereunder;

(vi) Have only those duties as are specifically provided
herein, which will be deemed purely ministerial in nature, and will under no circumstance be deemed a fiduciary for any of the other Parties. The Escrow Agent will neither be responsible for, nor chargeable with, knowledge of the terms and
conditions of any other agreement, instrument or document between the other parties hereto, in connection herewith, including without limitation the Asset Purchase Agreement. This Agreement sets forth all matters pertinent to the Escrow Account and
the Escrowed Funds contemplated hereunder, and no additional obligations of the Escrow Agent will be inferred from the terms of this Agreement or any other Agreement. IN NO EVENT WILL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY
SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION;

(vii) Have the right, but not the obligation, to consult with and retain counsel of its choice with respect to matters (including but not
limited to litigation) arising out of this Agreement and will not be liable for action taken or omitted to be taken by Escrow Agent in good faith in accordance with the advice of such counsel; and

(viii) Have the right to perform any of its duties hereunder through agents, attorneys, custodians or nominees.

8. Attachment of Escrow Account; Compliance with Legal Orders

In the event that the Escrowed Funds are or will be attached, garnished or levied upon, or the delivery thereof will be stayed or enjoined, by an order of any court of competent jurisdiction, or any order, judgment or decree will be made or
entered by any court order affecting the Escrowed Funds, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its
own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent obeys or complies with any such writ, order or decree it will not be liable to any of the other Parties or to any other person, firm or
corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.



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9. Resignation or Removal of Escrow Agent

(a) The Escrow Agent may resign as such following the giving of thirty (30) days prior notice to Purchaser and Seller. Similarly, the Escrow
Agent may be removed and replaced following the giving of thirty (30) days prior notice to the Escrow Agent by the other Parties. In either event, the duties of the Escrow Agent will terminate thirty (30) days after receipt of such
notice (or as of such earlier date as may be mutually agreeable); and the Escrow Agent will then deliver the balance of the moneys or assets then in its possession to a successor escrow agent as will be appointed by Purchaser and Seller as evidenced
by notice to the Escrow Agent.

(b) If Purchaser and Seller hereto have failed to appoint a successor to the Escrow Agent prior to the
expiration of thirty days following receipt of the notice of resignation or removal, the Escrow Agent may appoint a successor or petition the
                    for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be
finding upon all of the parties hereto.

10. Term

This Escrow Agreement shall automatically terminate as of the end of the twelve month following the Closing Date and upon disbursement of all of the Escrowed Funds in accordance with Section 5 hereof.

11. Notices

All notices, requests, demands,
claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) if served personally, on the day of such service, or (ii) if mailed by
certified or registered mail (return receipt requested), on the second business day after mailing, and (iii) if transmitted by recognized overnight carrier, on the next business day after tender to the carrier. Such communications shall be sent
to the following addresses:



|              |  |                                      
|------------- |  | -------------------------------------
|If to Seller: |  | Cameron Mitchell Restaurants, LLC    
|              |  | 515 Park Street                      
|              |  | Columbus, Ohio 43215                 
|              |  | Attn: CMR Management, Inc., President
|              |  | Fax: 614-621-1020                    
|              | 
|Copy to:      |  | Richard J. Helmreich, Esq.           
|              |  | Porter, Wright, Morris & Arthur, LLP 
|              |  | 41 South High St.                    
|              |  | Columbus, OH 43215                   
|              |  | Fax: 614-227-2100                    



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|                        |  |                                         
|----------------------- |  | ----------------------------------------
|If to Purchaser:        |  | Ruths Chris Steakhouse, Inc.           
|                        |  | 500 International Pkwy, Suite 100       
|                        |  | Heathrow, Florida 32746                 
|                        |  | Attn: Craig S. Miller, President/CEO    
|                        |  | Fax: 407-833-9625                       
|                        | 
|Copy to:                |  | Ruths Chris Steakhouse, Inc.           
|                        |  | 500 International Pkwy, Suite 100       
|                        |  | Heathrow, Florida 32746                 
|                        |  | Attn: Thomas E. OKeefe, General Counsel
|                        |  | Attn: 407-833-9625                      
|                        | 
|If to the Escrow Agent: |  |                                         

Notwithstanding the above, in the case of communications delivered to the Escrow Agent such communications shall
be deemed to have been given on the date received by the Escrow Agent. In the event that the Escrow Agent, in its sole discretion, shall determine that an emergency exists, the Escrow Agent may use such other means of communication as the Escrow
Agent deems appropriate. Business Day shall mean any day other than a Saturday, Sunday or any other day on which the Escrow Agent located at the notice address set forth above is authorized or required by law or executive order to remain
closed.

12. Governing Law; Counterparts

This Agreement shall be construed in accordance with the laws of the State of                     without regard to the conflicts of law
principles thereof. The Parties further herby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement. This Agreement may be executed in multiple counterparts, each which shall
constitute an original and all of which taken together shall constitute one and the same instrument. All signatures of the Parties to this together shall constitute one and the same instrument. All signatures of the Parties to this Agreement may be
transmitted by facsimile, and such facsimile will, for all purposes, be deemed to be the original signature of such party whose signature it reproduces, and will be binding upon such party. Disputes between Purchaser and Seller shall be governed by
the law described in the Asset Purchase Agreement.

13. Amendments and Waiver

No amendment of any provision of this Agreement shall be valid unless the same shall be in writing, signed by each of the parties hereto and identified in
such writing as an amendment to this Agreement. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default,
misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.



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14. Assignment

This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns. No party may assign this Agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of the other parties hereto or thereto, except that Purchaser may assign some or all of its rights, interests and obligations pursuant to this Agreement to one or more one of its subsidiaries
without the consent of Seller or Escrow Agent; provided that Purchaser shall remain liable for its obligations hereunder.

15. Force Majeure

Notwithstanding any other provisions of this Agreement, the Escrow Agent shall not be obligated to perform any obligation hereunder and
will not incur any liability for the nonperformance or breach of any obligation hereunder to the extent that the Escrow Agent is delayed in performing, unable to perform or breaches such obligation because of acts of God, war, terrorism, fire,
floods, strikes, electrical outages, equipment or transmission failures, or other causes reasonably beyond its control.

16. Asset Purchase Agreement

In the event of a conflict between the terms and provisions of this Agreement and the terms and provisions of the Asset Purchase
Agreement, the terms and provisions of the Asset Purchase Agreement shall control for Purchaser and Seller and this Agreement shall control for Escrow Agent.

17. Funds Transfer

In the event funds transfer instructions are given (other than in writing at the time of execution of
this Agreement, as indicated in Section 11 above), whether in writing , by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit A
hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set
forth on Exhibit A. The undersigned is authorized to certify that the signatories on Exhibit A are authorized signatories. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the
Escrow Agent. The Escrow Agent and the beneficiarys bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Purchaser or the Seller to identify (i) the beneficiary, (ii) the
beneficiarys bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the
beneficiary being paid, or the transfer of funds to a bank other than the beneficiarys bank or an intermediary bank so designated. The parties to this Agreement acknowledge that these security procedures are commercially reasonable.



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18. TINs; Tax Matters

Purchaser and Seller each represent that its correct Taxpayer Identification Number (TIN) assigned by the Internal Revenue Service (IRS) or any other taxing authority is set forth on the
signature page hereof. In addition, all interest or other income earned under the Agreement shall be allocated and/or paid as directed in a joint written direction of Seller and Purchaser and reported by the recipient to the Internal Revenue
Service. If Internal Revenue Service rules that all or any portion of the Gift Card redemptions during the term of this Agreement are taxable to Seller or Purchaser, the taxed party shall be entitled to take a deduction with respect to such portion
of the redemptions on its applicable federal income tax return. Notwithstanding such written directions, Escrow Agent shall report and, as required, withhold any taxes as it determines may be required by any law or regulation in effect at the time
of the distribution. In the absence of timely direction, all proceeds of the Escrowed Funds shall be retained in the Escrowed Funds and reinvested from time to time by the Escrow Agent as provided in Section 4. In the event that any earnings
remain undistributed at the end of any calendar year, Escrow Agent shall report to the Internal Revenue Service or such other authority such earnings as it deems appropriate or as required by any applicable law or regulation or, to the extent
consistent therewith, as directed in writing by Purchaser and Seller. Escrow Agent shall have no responsibility for the preparation and/or filing or any tax or other payments required to be made by Purchaser or Seller in connection with this
Agreement. Escrow Agent shall have no responsibility for the payment of taxes by Purchaser or Seller unless directed to do so by the appropriate authorized party.

19. Severability and Operation of Law

Any term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

20. Extension; Waiver

The failure of
any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights. Further, no waiver by either party of any term, condition, default, or breach shall constitute or be construed as
a waiver of any other term, condition, default, or breach of this Agreement.

21. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and
the same instrument.

22. Entire Agreement

This Agreement (including the documents referred to herein) constitutes the entire agreement between the parties and supersedes any prior understandings, agreements, or representations by or between the parties, written or oral, to the
extent they related in any way to the subject matter hereof.



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23. No Third Party Beneficiaries

This Agreement shall not confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assigns, except as otherwise expressly provided herein.

[Signatures on following page]



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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the day
and year first above written.



PURCHASERRUTHS CHRIS STEAK HOUSE, INC.By:Name:

Thomas E. OKeefeTitle:

Senior Vice President and General CounselTIN:




SELLERCAMERON MITCHELL RESTAURANTS, LLCBy:

CMR Management, Inc.Its:

ManagerBy:Name:

M. Cameron MitchellTitle:

PresidentTIN:

31-1591459




ESCROW AGENTBy:Name:Title:




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Exhibit A to the Gift Card Escrow Agreement

Telephone Number(s) for Call-Backs and

Person(s) Designated to Give and Confirm Funds Transfer Instruction

If to Purchaser:



|              |  |                         |  |  |  |                        |  |  |  |          
|------------- |  | ----------------------- |  |  |  | ---------------------- |  |  |  | ---------
|              |  | Name                    |  |  |  | Telephone Number       |  |  |  | Signature
|1.            |  | Thomas J. Pennison, Jr. |  |  |  | 407-333-7440-office    |  |  |  |          
|              |  |                         |  |  |  | 407-833-9625-facsimile |  |  |  |          
|2.            |  | Thomas E. OKeefe       |  |  |  | 407-333-7440-office    |  |  |  |          
|              |  |                         |  |  |  | 407-833-9625-facsimile |  |  |  |          
|             
|If to Seller:
|              |  | Name                    |  |  |  | Telephone Number       |  |  |  | Signature
|1.            |  | M. Cameron Mitchell     |  |  |  | 614-621-3663-office    |  |  |  |          
|              |  |                         |  |  |  | 614-621-1030-facsimile |  |  |  |          
|2.            |  | Diane Rimkus            |  |  |  | 614-621-3663-office    |  |  |  |          
|              |  |                         |  |  |  | 614-621-1030-facsimile |  |  |  |          

Inasmuch as you are the only individual who can confirm wire transfers, we will call you to confirm any federal
funds wire transfer payment order purportedly issued by you. Your continued issuance of payment orders to us and confirmation in accordance with this procedure will constitute your agreement (1) to the call-back security procedure outlined
herein and (2) that the security procedure outlined herein constitutes a commercially reasonable method of verifying the authenticity of payment orders. Moreover, you agree to accept any risk associated with a deviation from this bank policy.

Telephone call-backs shall be made to each of Purchaser and Seller if joint instructions are required pursuant to this Agreement. All funds transfer
instructions must include the signature of the person(s) authorizing said fund transfer.



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Exhibit B to the Gift Card Escrow Agreement

[To be provided by Escrow Agent]



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Schedule 1

(Date)

Via Facsimile and U.S. Mail

Attn:

Fax:

Re:
                    (the Gift Card Escrow Account)

Ladies and Gentlemen:

Reference is made to that certain Gift Card Escrow Agreement (the Escrow Agreement) entered
into as of the     day of             and among the undersigned, Ruths Chris Steak House, Inc. (Purchaser), Cameron Mitchell Restaurants, LLC
(Seller), and                     (Escrow Agent). All terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Escrow Agreement.

Pursuant to Section 5 of the Escrow Agreement, we are entitled to direct disbursement
from the Escrow Account in the amount of $            in connection with the Gift Card redemptions pursuant to that certain Asset Purchase Agreement (the Asset Purchase
Agreement) dated                     by and between Purchaser and Seller. Attached hereto are report(s) from Opticard, the Sellers Gift
Card servicing agent, reflecting customer charges against Gift Cards as of the date hereof. We hereby authorize and direct the Escrow Agent to disburse such amount directly to Purchasers account as set forth below. We hereby certify that we
believe in good faith the foregoing amount is entitled to be disbursed under the Escrow Agreement and that the customer charges against the Gift Cards were made within 12 months following the Closing Date (on or about
                    ). Please make the payment as follows:

[    ]

Thank you for your assistance in this matter.



Sincerely,RUTHS CHRIS STEAK HOUSE, INC.By:Name:Title:CAMERON MITCHELL RESTAURANTS, LLCBy:Name:Title:




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Execution Version

EXHIBIT J

CONSULTING AND NONCOMPETE

AGREEMENT

THIS CONSULTING
AND NONCOMPETE AGREEMENT (this Agreement) is effective this             day of             ,
200     (the Effective Date), between M. Cameron Mitchell (Consultant), and Ruths Chris Steak House, Inc., a Delaware corporation (Purchaser).

Recitals

WHEREAS,
pursuant to that certain Asset Purchase Agreement dated             , 200     (the Purchase Agreement), executed by and among Cameron Mitchell Restaurants,
LLC (the Seller), Consultant, 1245 Properties, LLC, and Purchaser, the Purchaser has acquired all the Acquired Assets from the Seller.

WHEREAS, as an inducement to Purchaser to purchase the Acquired Assets, Purchaser desires to obtain the consulting services of Consultant and Consultant is agreeable to entering into this Agreement.

NOW, THEREFORE,the parties hereby agree as follows:

Agreement

1. Engagement of Consultant.Purchaser hereby engages Consultant to provide the
services described in Section 4(c) (the Consulting Services) during the Consulting Term (as defined below), and Consultant hereby accepts such engagement and agrees to render the Consulting Services throughout the term of this
Agreement.

2. Engagement Fee.

(a) In consideration of the Consulting Services contemplated herein Consultant shall be paid a fee of $1,062,500 (the Engagement Fee), payable as follows:



| | (i) | $312,500 on the six (6) month anniversary of the date hereof;
| | --- | -------------------------------------------------------------



| | (ii) | $250,000 on the first anniversary of the date hereof; and
| | ---- | ---------------------------------------------------------



| | (iii) | $250,000 on each of the second and third anniversaries of the date hereof.
| | ----- | --------------------------------------------------------------------------

3. Expenses.Purchaser shall reimburse Consultant on a monthly basis for travel and other out-of-pocket expenses reasonably incurred in the performance of Consultants Consulting Services under this Agreement in
accordance with Purchasers Travel and Entertainment Policy in effect for employees of the Purchaser, such reimbursement to be in addition to the Engagement Fee. Purchaser has provided Consultant with a copy of such Travel and Entertainment
Policy in effect for employees of Purchaser as of the date hereof, and agrees to promptly provide to Consultant any updates of such policy.





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4. Consultants Representations.

(a) Consultant agrees that he will at all times faithfully and to the best of his experience, ability and talents, perform all of the duties that may be
required of Consultant pursuant to the terms of this Agreement. Consultant does not guarantee that his efforts will have any impact on Purchasers business or that any subsequent financial improvement will result from Consultants efforts.

(b) Consultant represents and warrants that by entering into this Agreement, Consultant is not breaching any duty or obligation to any
third party.

(c) Consultant agrees to perform the duties of the general advisor and consultant to the Purchaser; provided, however,
Consultant shall only report to the Chief Executive Officer of the Purchaser on all matters pertaining to the Business and the Acquired Assets and to render all other services relevant thereto only to the Chief Executive Officer or, during the first
six (6) months of this Agreement, to the Concept/Brand President of the Purchaser. The Consultant shall perform such reasonable duties that may be assigned by the Chief Executive Officer of the Purchaser provided said duties are consistent with
the prestige or responsibilities of the Consultants present position in relation to the Business and the Acquired Assets, such duties are only assigned by the Chief Executive Officer or, during the first six (6) months of this
Agreement, the Concept/Brand President of the Purchaser, and all communication, whether oral or written, between the Consultant and the Purchaser, is limited to the Consultant and the Chief Executive Officer or, during the first six (6) months
of this Agreement, the Concept/Brand President of the Purchaser. Such duties may include, but are not limited to: those items set forth on Exhibit A hereto, brand positioning, concept development and other marketing initiatives related to the
Business and the Acquired Assets, product evaluation and related menu review and development, new unit development strategy and related real estate evaluation, assistance with landlord relationships, and certain appearances and other activities
to advance the Business best interests. The Consultant and the Purchaser acknowledge that the Consultant has other business interests and shall not be required to devote exclusive time and attention to the performance of his duties hereunder
and, notwithstanding anything in this Agreement to the contrary, the parties agree to make every commercially reasonable effort to ensure that at no time shall the performance of the Consulting Services hereunder interfere with the performance of
Consultants other business interests.

5. Confidential Information.

(a) Consultant and/or Purchaser (the Receiving Party) may acquire certain information from the other party (the Giving Party)
which the Giving Party considers proprietary and confidential (the Confidential Information). Except as otherwise provided in this Agreement, Confidential Information may include, but is not limited to, trade secrets, know-how, marketing
plans, brochures, materials, training procedures, financial information, and other information proprietary to the Giving Party. The Receiving Party agrees to treat the Confidential



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Information as confidential and will not, during the Consulting Term or at any time thereafter, without the prior written authorization of the Giving Party:
(i) reveal or disclose the Confidential Information, or any part thereof, to any third party; or (ii) use the Confidential Information for its own benefit (other than for the limited purposes set forth in this Agreement) or the benefit of
any third party.

(b) The following shall not be deemed to be Confidential Information: (i) information which is already known to the
Receiving Party prior to receipt from the Giving Party; (ii) information which becomes available to the public, without breach of this Agreement by the Receiving Party; (iii) information which is received in good faith by the Receiving
Party from a third party, without knowledge of a breach of an obligation of confidence owed to the Giving Party; or (iv) information which has been released from these obligations of confidence by the Giving Party.

6. Ownership of Work Product.

(a)
Intellectual Property: The parties agree and understand that Consultant, in the course and scope of this Agreement, may create various items of Intellectual Property, as that term is defined below. The parties expressly agree that all rights,
title, and interest in the Intellectual Property will be assigned at the moment of creation from Consultant to Purchaser.

(i) These rights
include, but are not limited to moral rights; rights under trademark law; rights under patent law; the worldwide right to reproduce, prepare derivatives, distribute, perform, and display the Intellectual Property, or any part thereof, in any medium
or form of communication now existing or hereafter developed, including, but not limited to, electronic media; the worldwide right to license or syndicate use of the Intellectual Property, or any part thereof, in any medium or form of communication
now existing or hereafter developed, including but not limited to, electronic republication; and the worldwide right to cause the Intellectual Property, or any part or parts thereof, to be supplemented, revised, translated, abridged, dramatized,
serialized, or otherwise adapted.

(ii) As used herein, the term Intellectual Property means all original works of authorship,
including all literary, musical, dramatic, pictorial, graphic, sculptural, motion pictures and other audio visual works, sound recordings and architectural works, as those terms are defined in Section 101 of the Copyright Act of 1976, as
amended (17 U.S.C. § 101); all concepts, ideas, patents, or inventions; all trade and service marks; all trade secrets; all trade dress; all mask works; and all trade names.

(b) Waiver of Rights. Consultant hereby expressly waives and will not exercise any artists rights, moral
rights, or rights of attribution he might otherwise have in the Intellectual Property.

(c) Copyright. Purchaser
will have the right to secure copyright for the Intellectual Property, and any renewals and extensions thereof, in its name in the United States and elsewhere. Consultant hereby irrevocably appoints Purchaser, its successors and assigns, as
Consultants attorney in fact with power of substitution in the name of Purchaser to execute on



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Consultants or Purchasers behalf any and all documents necessary to carry out the terms of this Agreement. Consultant will execute any document
that Purchaser may deem necessary to assure the rights granted under this Agreement.

(d) Trademark. Purchaser will have the right
to secure trademark or service mark registrations, and any renewals and extensions thereof, in its name in the United States, various states, and elsewhere. Consultant hereby irrevocably appoints Purchaser, its successors and assigns, as
Consultants attorney in fact with power of substitution in the name of Purchaser to execute on Consultants or Purchasers behalf any and all documents necessary to carry out the terms of this Agreement. Consultant will execute any
document that Purchaser may deem necessary to assure the rights granted under this Agreement.

(e) Consultants Warranty.
Consultant hereby warrants and represents to Purchaser that the Intellectual Property is original to Consultant and will not infringe any copyright, trademark, or otherwise infringe or violate any other right of any third party. Consultant will
indemnify Purchaser from all losses, including, but not limited to, reasonable attorneys fees, derived from any breach of any covenant, warranty, or representation made by Consultant in this Section 6.

7. Term of Engagement. (a) The term of the engagement of the Consultant for purposes hereunder of providing the Consulting Services is for a
term of thirty six (36) months (the Consulting Term); provided, this Agreement shall terminate upon the earlier of the death or disability of the Consultant or as set forth in Sections 7(b) or 7(c).

(b) Purchaser may terminate this Agreement at any time prior to expiration of the Consulting Term in its sole discretion, provided that Consultant shall
receive the balance of his Engagement Fee and any outstanding but unpaid reimbursable expenses under Section 3 upon such termination pursuant to Section 10(a) below.

(c) Purchaser may terminate this Agreement if Consultant breaches his duties in connection with performing the Consulting Services set forth in
Section 4 in any material respects or breaches any of his other obligations under this Agreement and such breach is not cured within thirty (30) days following Consultants receipt of Purchasers written notice of such breach
(save and except for breach of Consultants non-competition, non-solicitation and confidentiality obligations to Purchaser and any breach under Section 11(c) and Section 15(b) below for which there shall be no curative period). In the
event of termination under this Section 7(c), Purchaser shall not be obligated to pay Consultant for the balance of his Engagement Fee not yet due and payable and shall have the other rights and remedies provided hereunder; provided however,
any outstanding but unpaid reimbursable expenses shall be paid pursuant to Section 3 unless attributable to the breaching activity.

8.
Independent Contractor.It is expressly understood and agreed that Consultant shall, at all times, act as an independent contractor with respect to Purchaser and not as an employee or agent of Purchaser, and nothing contained in this
Agreement shall be construed to create a joint venture, partnership, association or other affiliation, or like relationship, between the parties. Consultant shall have no right to bind Purchaser in any manner. Consultant will be responsible for
payment of all taxes, including applicable taxes arising out of his Consulting Services in



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connection with this Agreement, including without limitation, governmental income taxes, employment taxes, unemployment insurance taxes and any other taxes
or business license fees required.

9. Return of Materials Upon Termination.Documents given to or prepared by Consultant that pertain to the
business of Purchaser remain the property of Purchaser, whether or not such documents relate to or contain any Confidential Information of Purchaser. Upon any termination of this Agreement, Consultant shall promptly return to Purchaser all such
documents, and any copies thereof.

10. Effect of Termination of Agreement.

(a) Upon the death or disability of Consultant or termination of this Agreement for any other reason, any remaining balance of the Engagement Fee shall
become immediately due and payable.

(b) Upon the disability of Consultant or the termination of this Agreement for any other reason,
Section 5, Confidential Information; Section 6, Ownership of Work Product; Section 9, Return of Materials Upon Termination; Section 10, Effect of Termination of Agreement; Section 11, Non-Competition Covenant;
Section 12, Non-Solicitation Covenant; Section 13, Scope of Covenants; Assignment of Covenants; Section 14, Enforceability; Section 15, Remedies; Section 16 Governing Law; and Section 23, Severability, shall survive the
termination of this Agreement.

11. Non-Competition Covenant.

(a) In exchange for valuable consideration, for the maximum period allowed by applicable law, but not to exceed five (5) years after the Closing Date, Consultant and his Affiliates shall not, directly or
indirectly:

(i) own, consult, develop, lease, license (to or from any third party), operate, participate (passively or
actively), or invest in or be employed or engaged by or otherwise affiliated with (as a consultant, independent contractor or otherwise) any seafood dining business and steakhouse dining business identical or commercially similar to (A) the
Restaurants being sold by Seller to Purchaser pursuant to the Purchase Agreement, and (B) the restaurants owned and operated by Purchaser as of this date;

(ii) solicit, induce, influence or attempt to influence any supplier, lessor, licensor, or any other Person who has a business
relationship with Purchaser, or had a business relationship with Seller to which Purchaser succeeded under the Purchase Agreement, to discontinue or reduce the extent or scope of such relationship with Purchaser; or

(iii) engage in any practice the intended purposes of which is to evade the provisions of this covenant not to compete.



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(b) Notwithstanding paragraph (a) above, Purchaser acknowledges and agrees that Consultants
operation, establishment or expansion of the restaurants and the upscale dining seafood concept related thereto known as the Ocean Club are not prohibited or restricted in any way by this covenant not to compete; provided, however, that pursuant to
the terms and subject to the conditions of the Purchase Agreement, Consultant may only use the name Mitchell pursuant to the terms and conditions of the license agreements attached to the Purchase Agreement as Exhibit B. Notwithstanding
paragraph (a) above, Consultants continued operation of the catering business located in Columbus, Ohio (without any right to expansion outside of the Columbus, Ohio metropolitan area) will not be prohibited or restricted in any way by
this covenant not to compete, provided, however, that Consultant shall only be permitted to use the name Mitchell pursuant to the terms and conditions of the license agreements attached to the Purchase Agreement as Exhibit B.

(c) Notwithstanding paragraph (a) above, Purchaser acknowledges and agrees that Sellers operation of the Camerons Steakhouse
Restaurant located in Glendale, Wisconsin shall be allowed to continue operations for a period not to exceed ninety (90) days following the Closing Date; provided, however that Seller shall only be permitted to use the name Cameron
pursuant to the terms and conditions of the license agreements attached to the Purchase Agreement as Exhibit B. Sellers continued operation of this Camerons Steakhouse Restaurant after such ninety (90) day period shall constitute a
breach of this Agreement.

12. Non-Solicitation Covenant.In exchange for valuable consideration, Consultant and his Affiliates shall not:

(a) For a period of one (1) year after the Closing Date, solicit, employ, hire or seek to solicit, hire or employ, any Business
Employees or any hourly employees of the Purchaser. Further, Consultant shall not otherwise associate in, finance or invest in any business with Business Employees or any former hourly employees of Seller employed by Purchaser or induce any Business
Employees or any hourly employees of Purchaser to terminate his or her employment relationship during such one (1) year period. Nothing in this Agreement shall prohibit Consultant from (i)(x) associating in, financing or investing in any
business with any Business Employees or any former hourly employees of Seller employed by Purchaser or (y) hiring any Business Employees or any hourly employees employed by Purchaser, in each case, whose employment is subsequently terminated by
Purchaser for any reason or (ii) making a general solicitation of persons to be employed as hourly employees of Seller or its Affiliates; or

(b) Except for the individuals set forth on Schedule 1 attached hereto, for a period of three (3) years after the Closing Date, solicit, employ, hire or seek to solicit, hire or employ, any Key Business Employee or any management
employees of the Purchaser. Further, subject to the immediately following sentence, Consultant shall not otherwise associate in, finance or invest in any business with any Key Business Employee or any former management employees of Seller employed
by Purchaser or induce any Key Business Employee or any management employees of Purchaser to terminate his or her employment relationship during such three (3) year period. Nothing in this Agreement shall prohibit Consultant from
(i) associating in, financing or investing in any business with any Key Business Employees or any former management employees of Seller employed by Purchaser or (ii) hiring any Key Business Employees or any management employees employed by
Purchaser, in each case, whose employment is subsequently terminated by Purchaser for any reason; or



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(c) Engage in any practice the intended purposes of which is to evade the provisions of this covenant not
to solicit.

13. Scope of Covenants; Assignment of Covenants. The parties agree that the geographic scope of the covenant not to compete set
forth in Section 11 and the covenant not to solicit set forth in Section 12 shall extend to all countries in North America. The parties agree that Purchaser may sell, assign or otherwise transfer this covenant not to compete or this
covenant not to solicit, in whole or in part, to any Person that purchases all or part of the Business.

14. Enforceability. If any
part of Sections 11, 12 or 13 is held to be unenforceable because of the scope, duration or area of its applicability, the court making such determination shall have the power to modify such scope, duration or area or all of them, and such provision
shall then be applicable in such modified manner.

15. Remedies.

(a) The parties agree that a breach of any one or more of the covenants set forth in Sections 11, 12 or 13 would cause irreparable injury and damage to
Purchaser, the extent of which would be difficult to ascertain and not subject to an adequate remedy at law. In the event of such breach or threat of such breach, Purchaser may seek an action, including for immediate injunctive relief, to compel the
specific performance of the covenants set forth in this Agreement and agrees that such remedy shall be cumulative, not exclusive, and shall be in addition to any other available remedies. Further, Purchase may seek any other action necessary,
including a temporary restraining order to prevent any threatened or further breach of the terms and conditions of this Agreement. The existence of any claim or cause of action by Consultant against Purchaser, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by Purchaser of the covenants; provided, however, that this Section 15 shall not, in and of itself, preclude Consultant from defending against the enforceability of the covenants. In
any action brought by a party hereto to enforce the obligations of the other parties hereto, the prevailing party shall be entitled to collect from the other parties to such action such prevailing parties reasonable attorneys and
accountants fees, court costs and other expenses incidental to such litigation.

(b) Sellers failure to cease operation of the
Camerons Steakhouse Restaurant located in Glendale, Wisconsin shall constitute a breach of both this Agreement and any applicable licensing agreements as described in Section 11(c) above and Purchaser shall be entitled to any remedies
available pursuant to this Agreement and applicable law.

16. Governing Law. This Agreement shall be governed by and construed in accordance
with the domestic laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Ohio.



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17. Definitions. Capitalized terms not defined herein shall have the meaning assigned to them in the
Purchase Agreement.

18. Waiver. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder,
whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

19. Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly given (i) if served personally, on the day of such service, or (ii) if mailed by certified or registered mail (return receipt requested), on the second business day after
mailing, and (iii) if transmitted by recognized overnight carrier, on the next business day after tender to the carrier. Such communications shall be sent to the following addresses:



|                  |  |                                         
|----------------- |  | ----------------------------------------
|If to Consultant: |  | M. Cameron Mitchell                     
|                  |  | c/o Cameron Mitchell Restaurants, LLC   
|                  |  | 515 Park Street                         
|                  |  | Columbus, Ohio 43215                    
|                  |  | Fax: 614-621-1030                       
|                  | 
|Copy to:          |  | Richard J. Helmreich, Esq.              
|                  |  | Porter, Wright, Morris & Arthur, LLP    
|                  |  | 41 South High St.                       
|                  |  | Columbus, OH 43215                      
|                  |  | Fax: 614-227-2100                       
|                  | 
|If to Purchaser:  |  | Ruths Chris Steak House, Inc.          
|                  |  | 500 International Pkwy, Suite 100       
|                  |  | Heathrow, Florida 32746                 
|                  |  | Attn: Craig S. Miller, President/CEO    
|                  |  | Fax: 407-833-9625                       
|                  | 
|Copy to:          |  | Ruths Chris Steak House, Inc.          
|                  |  | 500 International Pkwy, Suite 100       
|                  |  | Heathrow, Florida 32746                 
|                  |  | Attn: Thomas E. OKeefe, General Counsel
|                  |  | Fax: 407-833-9625                       

20. Amendment. No amendment of any provision of this Agreement shall be valid unless the same shall
be in writing, signed by each of the parties hereto and identified in such writing as an amendment to this Agreement.

21. Section Headings.
The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.



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22. Entire Agreement. This Agreement terminates, cancels and supersedes all previous agreements relating to
Consultant not competing with the Purchaser (except for Sellers agreement not to compete with the Purchaser), written or oral, entered into between the parties hereto, and this Agreement contains the entire understanding of the parties hereto
with respect to the subject matter of this Agreement. This Agreement was fully reviewed and negotiated on behalf of each party and shall not be construed against the interest of either party as the drafter of this Agreement.

23. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

24. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will
constitute one and the same instrument.

[Signatures on following page]



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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above
written.



CONSULTANT:M. Cameron MitchellPURCHASER:RUTHS CHRIS STEAK HOUSE, INC.a Delaware corporationBy:Name:

Craig S. MillerTitle:

President/CEO




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Exhibit A

Cameron Mitchell  Executive Consultant

Proposal for Expected Deliverables



| |  |  | Provide vision, mission and values and best practices to Purchasers leadership on ways to sustain culture at the Columbus Fish Markets and Mitchells
Steakhouses and Camerons Steakhouses
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Explain culinary philosophy and share insights on menu strategy
| | - |  | ---------------------------------------------------------------



| |  |  | As the menu is new in the steakhouses, provide evaluative insight on all new items / recommendations for improvement going forward
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | Provide insights on loyalty programs and local marketing strategy
| | - |  | -----------------------------------------------------------------



| |  |  | Personally introduce, in person, Chief Executive Officer and Vice President of Corporate Affairs of Purchaser (and Chief Operating Officer or Brand President of
Purchaser as appropriate) to local, who to know in Columbus and other mature markets
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Provide an oral or written evaluation of each of the supervisory Operators we are inheriting (with the help of Chief Operating Officer of Seller) to Brand President
and Senior Vice President of Human Resources of Purchaser
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Participate in culinary ideation sessions as consistent with past practices
| | - |  | ---------------------------------------------------------------------------



| |  |  | Participate in culinary reviews consistent with past practices
| | - |  | --------------------------------------------------------------



| |  |  | Provide with Senior Management an in-depth strategy review and discussion on Cameron Mitchell Restaurants thoughts as to 1-2-5 year game plan had concept not been
sold
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Review (with Chief Operating Officer of Seller) the 2008 business plan
| | - |  | ----------------------------------------------------------------------



| |  |  | Participate in biweekly shared services updates and reinforce the spirit of agreement with Mitchells Fish Market employees
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | Provide insight/management of special projects as requested  i.e. construction/design review of each project  and current state of the concept,
perspective on steakhouse design/construction for both Mitchells and Purchaser
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Provide introductions and support with developer relationships  along with potential complimentary concepts for development
| | - |  | ----------------------------------------------------------------------------------------------------------------------------





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Schedule 1



| | 1. | Tony McMahon, General Manager at Mitchells Steakhouse, (Downtown) Columbus, OH
| | -- | -------------------------------------------------------------------------------



| | 2. | Michael Denton, Executive Chef at Mitchells Steakhouse, (Downtown) Columbus, OH
| | -- | --------------------------------------------------------------------------------



| | 3. | Steve Singleton, General Manager at Camerons Steakhouse, Birmingham, MI
| | -- | ------------------------------------------------------------------------



| | 4. | Jeff Lindemeyer, Executive Chef at Camerons Steakhouse, Birmingham, MI
| | -- | -----------------------------------------------------------------------



| | 5. | Kristen Luff, Assistant General Manager at Mitchells Steakhouse, (Polaris) Columbus, OH
| | -- | ----------------------------------------------------------------------------------------



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Execution Version



EXHIBIT K

FORM OF OPINION OF PORTER WRIGHT MORRIS & ARTHUR LLP

, 200

Mr. Craig S. Miller

President/CEO

Ruths Chris Steak House, Inc.

500 International Parkway, Suite 100

Heathrow, Florida 32746



| | Re: | Asset Purchase Agreement (defined below)
| | --- | ----------------------------------------

Ladies and Gentlemen:

We have acted as counsel to Cameron Mitchell Restaurants, LLC, an Ohio limited liability company (the Seller), 1245
Properties, LLC, an Ohio limited liability company wholly owned by the Seller (1245 Properties), CMR Management, Inc., an Ohio corporation and the Manager of the Seller (Sellers Manager), and M. Cameron Mitchell, an
individual (the Principal), in connection with the transactions contemplated by (i) the Asset Purchase Agreement between the Seller and Ruths Chris Steak House, Inc., a Delaware corporation (the Purchaser) dated as
of November 6, 2007 (the Asset Purchase Agreement); and (ii) the Consulting and Noncompete Agreement between the Principal and the Purchaser dated as of             .

We are rending this opinion to you at the request and with the consent of the Seller, 1245 Properties, Sellers Manager, and the
Principal and in accordance with Section 8.1(o) of the Asset Purchase Agreement. Capitalized terms used but not defined in this opinion letter have the meanings assigned to such terms in the Asset Purchase Agreement.

TRANSACTION DOCUMENTS AND MATTERS EXAMINED

In connection with this opinion letter, we have examined the following:



| | 1. | The Asset Purchase Agreement dated as of November 6, 2007 including all Schedules and Exhibits thereto.
| | -- | -------------------------------------------------------------------------------------------------------



| | 2. | The Bill of Sale dated as of             including all Schedules and Exhibits thereto.
| | -- | --------------------------------------------------------------------------------------



| | 3. | The Intellectual Property Documents dated as of             including all Schedules and Exhibits thereto.
| | -- | ---------------------------------------------------------------------------------------------------------



| | 4. | The Shared Services Agreement dated as of             including all Schedules and Exhibits thereto.
| | -- | ---------------------------------------------------------------------------------------------------



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| | 5. | The Non-Compete and Non-Solicitation Agreement dated as of             including all Schedules and Exhibits thereto.
| | -- | --------------------------------------------------------------------------------------------------------------------



| | 6. | The Assignment and Assumption Agreement dated as of             including all Schedules and Exhibits thereto.
| | -- | -------------------------------------------------------------------------------------------------------------



| | 7. | The 1245 Properties Deed dated as of             including all Schedules and Exhibits thereto.
| | -- | ----------------------------------------------------------------------------------------------



| | 8. | The Liability Escrow Agreement dated as of             including all Schedules and Exhibits thereto.
| | -- | ----------------------------------------------------------------------------------------------------



| | 9. | The Gift Card Escrow Agreement dated as of             including all Schedules and Exhibits thereto.
| | -- | ----------------------------------------------------------------------------------------------------



| | 10. | The M. Cameron Mitchell Consulting and Noncompete Agreement dated as of             including all Schedules and Exhibits
thereto.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------



| | 11. | The Assignment of All Intellectual Property and Bill of Sale dated as of             including all Schedules and Exhibits
thereto.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------



| | 12. | The Assignment of Lease dated as of             including all Schedules and Exhibits thereto.
| | --- | ---------------------------------------------------------------------------------------------



| | 13. | The Management Agreement dated as of             including all Schedules and Exhibits thereto.
| | --- | ----------------------------------------------------------------------------------------------



| | 14. | The Articles of Organization of the Seller as on file with the Secretary of State of the State of Ohio as of the date of this opinion letter.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------



| | 15. | The Operating Agreement of the Seller, as amended by the First Amendment to the Operating Agreement of the Seller, and as subsequently amended by the Second Amendment to the
Operating Agreement of the Seller, and as subsequently amended by the Third Amendment to the Operating Agreement of the Seller, all as certified to us by the Sellers Manager as being complete and in full force and effect as of the date of this
opinion.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 16. | The Articles of Incorporation of the Sellers Manager as on file with the Secretary of State of the State of Ohio as of the date of this opinion letter.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------



| | 17. | The Code of Regulations of the Sellers Manager certified to us by the Sellers Manager as being complete and in full force and effect as of the date of this opinion
letter.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 18. | The Articles of Organization of 1245 Properties as on file with the Secretary of State of the State of Ohio as of the date of this opinion letter.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------



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| | 19. | The Amended and Restated Operating Agreement of 1245 Properties certified to us by the Sellers Manager as being complete and in full force and effect as of the date of this
opinion letter.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 20. | A Certificate of Full Force and Effect dated             issued by the Secretary of State of the State of Ohio certifying
to the valid existence and full force and effect of Seller in Ohio.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 21. | A Certificate of Good Standing dated             issued by the Secretary of State of the State of Ohio certifying to the
valid existence and good standing of the Sellers Manager in Ohio.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 22. | Certificate of Full Force and Effect dated             issued by the Secretary of State of the State of Ohio certifying
to the valid existence and full force and effect of 1245 Properties in Ohio.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 23. | A Managers Certificate of the Sellers Manager certifying actions taken by the shareholders and directors of the Sellers Manager by which the Principal was
appointed the President of the Sellers Manager, attached hereto as Exhibit A.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 24. | A Managers Certificate of the Sellers Manager certifying that the documents listed in paragraphs 15, 17, and 19 above are complete and in full force and effect as of the
date of this opinion letter, attached hereto as Exhibit B.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 25. | A Managers Certificate of the Sellers Manager certifying to the actions taken by the Sellers Manager relating to and approving the transactions contemplated by the
Transaction Documents on behalf of the Seller and 1245 Properties, attached hereto as Exhibit C.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, we
have also examined such other documents and items and have made such other examinations and inquiries as we have deemed necessary or appropriate in rending the opinions set forth below.

The documents listed in paragraphs 1-13 are referred to as the Transaction Documents.The documents listed in paragraphs 14-19 are
collectively referred to as the Charter Documents.The certificates listed in paragraphs 20-22 are collectively referred to as the State Certificates.The managers certificates listed in paragraphs 23-25
are collectively referred to as the Manager Certificates.The State Certificates and the Manager Certificates are collectively referred to as the Certificates.

ASSUMPTIONS AND SCOPE OF INVESTIGATION

The opinions set forth in this
opinion letter assume (in addition to the other assumptions set forth elsewhere in this opinion letter); (i) that each party to the Transaction Documents (other than the Seller, Sellers Manager and 1245 Properties) has satisfied all
necessary legal requirements



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applicable to it; (ii) that each party to the Transaction Documents (other than the Seller, Sellers Manager and 1245 Properties) has all necessary
legal, corporate, limited liability company, and regulatory power and authority to enter into, execute, deliver, and perform the Transaction Documents and to consummate the transactions contemplated by the Transaction Documents, and that the
Transaction Documents are valid and binding upon each party to the Transaction Documents (other than the Seller and 1245 Properties); (iii) the authenticity and completeness of all documents, including the Transaction Documents, submitted to us
for review; (iv) the accuracy and correctness of all information contained in certificates of public officials and on websites maintained by public agencies; (v) the conformity to original documents of all documents submitted to us as
copies; (vi) that all signatures on each document delivered to us are genuine; (vii) the legal capacity and competence of all natural persons; (viii) that all of the conditions precedent to the delivery of each of the Transaction
Documents were satisfied or waived; (ix) the truthfulness, accuracy, and completeness of all representations, warranties, schedules, and exhibits contained in the Transaction Documents, in each case, with respect to the factual matters set
forth therein, but not to conclusions or issues of law; (x) that there has not been any mutual mistake of fact or misunderstanding, fraud, duress, or undue influence affecting the Transaction Documents; (xi) that Ohio law (without regard
to its law regarding conflicts of law) will apply to the interpretation, validity, and enforceability of all of the Transaction Documents; (xii) that there are no agreements or understandings among the parties, written or oral, and there is no
usage of trade or course of prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Transaction Documents; (xiii) the constitutionality and validity of any relevant statute, law, regulation,
rule, or agency action, unless a reported decision in the opining jurisdiction has specifically addressed, and has established, the unconstitutionality or invalidity of the statute, law, regulation, rule, or agency action; (xiv) that all
statutes, judicial and administrative decisions, and rules and regulations of governmental agencies, constituting the law covered by this opinion letter, are generally available to lawyers practicing in the State of Ohio, and are in a format that
makes legal research reasonably feasible; (xv) that other agreements and court orders will be enforced as written; (xvi) that the Seller and 1245 Properties hold requisite title and rights to any property involved in the transactions
contemplated by the Transaction Documents; (xvii) that neither the Seller, Sellers Manager nor 1245 Properties will in the future take any discretionary action (including a decision not to act) permitted under the Transaction Documents
that would result in a violation of law or constitute a breach or default under any other agreement or court order; (xviii) that the Seller, Sellers Manager and 1245 Properties will take all actions required of them and relevant to the
subsequent consummation of the transaction or performance of the Transaction Documents; and (xix) that all parties to the Transaction Documents will act in accordance with, and will refrain from taking any action that is prohibited by, the
terms and conditions of the Transaction Documents.

As to questions of fact, we have relied upon the Certificates. With respect to the
State Certificates, we disclaim any responsibility for any changes that may have occurred with respect to the status of the Seller, Sellers Manager or 1245 Properties from and after the respective dates of the State Certificates. We assume
that the State Certificates and the public records upon which they are based are accurate, complete, and authentic, and that all official public records upon which they are based (including their proper filing and indexing) are accurate and
complete. We assume that the knowledge and awareness of the Sellers Manager is full and complete as to all matters addressed in the Manager Certificates. We assume that the representations and warranties



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of the Seller, 1245 Properties, and the Principal in the Transaction Documents are in all respects true, accurate, and complete, although we have not assumed
the accuracy of any representation or warranty that is, itself, the subject of any opinion set forth in this opinion letter.

OPINION

Based upon the foregoing and subject to the qualifications, disclaimers, assumptions, and limitations set forth herein, we are of
the following opinion:

1. Each of the Seller and 1245 Properties is a limited liability company, duly formed and in full force and effect in the State of
Ohio.

2. Each of the Seller and 1245 Properties has the necessary limited liability company power and authority to execute, deliver, and perform its
obligations under each Transaction Document to which it is a party.

3. Sellers Manager is a corporation duly incorporated and validly existing under
the laws of the State of Ohio.

4. Sellers Manager has the necessary corporate power and authority, and has taken all corporate action necessary, to
execute, deliver and perform its obligations as Manager of Seller under each of the Transaction Documents.

5. (a) The execution, delivery, and
performance by the Seller of the Transaction Documents to which it is a party have been duly and validly authorized and approved by all necessary limited liability company action on the part of the Seller, and no other limited liability company
action is required on the part of the Seller to authorize and approve the execution, delivery, and performance by the Seller of the Transaction Documents to which it is a party.

(b) Each Transaction Document to which Seller is a party has been duly executed and delivered by the Seller.

(c) Each Transaction Document to which Seller is a party constitutes the legal, valid, and binding obligation of the Seller, enforceable against the
Seller in accordance with its terms.

(d) The execution, delivery, and performance by the Seller of the Transaction Documents to which it
is a party will not: (a) violate the Charter Documents of the Seller; or (b) violate any federal or Ohio statute, law, regulation, or rule that a lawyer in the State of Ohio would reasonably recognize as being directly applicable to the
Seller in connection with the transactions contemplated by the Transaction Documents to which it is a party; (c) to our knowledge, materially violate any order binding on, or judgment against, Seller; or (d) to our knowledge, constitute a
material default under, and are not in conflict with, any material agreement or arrangement to which Seller is a party or by which Seller or its properties may be bound.



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6. (a) The execution, delivery, and performance by 1245 Properties of the Transaction Documents to which it is a
party have been duly and validly authorized and approved by all necessary company action on the part of 1245 Properties, and no other company action is required on the part of 1245 Properties to authorize and approve the execution, delivery, and
performance by 1245 Properties of the Transaction Documents to which it is a party.

(b) Each Transaction Document to which it is a party
has been duly executed and delivered by 1245 Properties.

(c) Each Transaction Document to which it is a party constitutes the legal,
valid, and binding obligation of 1245 Properties, enforceable against 1245 Properties in accordance with its terms.

(d) The execution,
delivery, and performance by 1245 Properties of the Transaction Documents to which it is a party will not: (a) violate the Charter Documents of 1245 Properties; (b) violate any federal or Ohio statute, law, regulation, or rule that a
lawyer in the State of Ohio would reasonably recognize as being directly applicable to 1245 Properties in connection with the transactions contemplated by the Transaction Documents to which it is a party; (c) to our knowledge, materially
violate any order binding on, or judgment against, 1245 Properties; or (d) to our knowledge, constitute a material default under, and are not in conflict with, any material agreement or arrangement to which 1245 Properties is a party or by
which 1245 Properties or its properties may be bound.

The opinions rendered in paragraphs 5(c) and 6(c) above are in all respects subject
to the following limitations and qualifications:



| | (a) | The effect of applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer, receivership, or other similar laws now or hereafter in effect affecting the rights
of the creditors generally, whether applied by a court of law or equity;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | General principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and public policy under applicable laws, including among
other things, implied obligations of materiality, reasonableness, good faith and fair dealing, and principles that may limit or prohibit the specific enforceability of some remedies, covenants, or other provisions of a Transaction Document or that
may limit or prohibit the availability of specific performance, injunctive relief, or other equitable remedies;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | Federal and Ohio laws or judicial decisions that may limit or render ineffective certain rights, remedies, or waivers contained in a Transaction Document, but which do not render
the Transaction Document invalid as a whole;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | The availability or non-availability of equitable defenses (e.g. waiver, laches, and estoppel) and such general defenses as mistake, fraud, duress, unconscionability,
impracticability, or impossibility of performance; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (e) | Procedural prerequisites to realizing upon remedies not otherwise reflected in a Transaction Document, which may restrict rights and remedies otherwise stated therein to be
available.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We confirm to you that, to our knowledge, except as disclosed in the Transaction Documents, there is no action,
suit, or proceeding by or before any court or governmental body pending or overtly threatened in writing against or involving the Seller, Sellers Manager or 1245 Properties wherein an unfavorable decision, ruling, or finding would materially
affect the transactions contemplated by the Transaction Documents, or that questions or challenges the validity of the Transaction Documents or any action taken or to be taken by the Seller, Sellers Manager or 1245 Properties pursuant to the
Transaction Documents. For purposes of this opinion letter, our knowledge is based upon the due inquiry of current lawyers in our firm who are doing substantive work for the Seller, Sellers Manager and 1245 Properties, and upon a review of the
internal litigation docket maintained by our firm and the present conscious awareness of such lawyers.

QUALIFICATIONS

The opinions set forth in this opinion letter are subject to the following qualifications;

1. The effect of generally applicable rules of law that:



| | (a) | limit or affect the enforceability of provisions of a contract that purport to require waiver of the obligations of good faith, fair dealing, diligence and reasonableness;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | provide that forum selection clauses in contracts are not necessarily binding on the courts in the forum selected;
| | --- | ------------------------------------------------------------------------------------------------------------------



| | (c) | limit the availability of a remedy under certain circumstances where another remedy has been elected;
| | --- | -----------------------------------------------------------------------------------------------------



| | (d) | limit the enforceability of provisions of releasing, exculpating, or exempting a party from, or requiring indemnification of a party for, liability for its own action or inaction,
to the extent that the action or inaction involves negligence, recklessness, willful misconduct, or unlawful conduct;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | may, when less than all of a contract may be enforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an
essential part of the agreed exchange;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (f) | govern and afford judicial discretion regarding the determination of damages and entitlement to attorneys fees and other costs; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------



| | (g) | may permit a party who has materially failed to render or offer performance required by the contract to cure that failure unless: (i) permitting a cure would unreasonably
hinder the aggrieved party from making substitute arrangements for performance; or (ii) it was important in the circumstances to the aggrieved party that performance occur by the date stated in the contract.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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2. Notwithstanding any provision in a Transaction Document to the effect that the Transaction
Document reflects the entire understanding of the parties with respect to the matters described therein, the courts of the State of Ohio may consider extrinsic evidence of the circumstances surrounding the negotiation and execution of the
Transaction Document to ascertain the intent of the parties in using the language employed in the Transaction Document, regardless of whether or not the meaning of the language used in the Transaction Document is plain and unambiguous on its face,
and may determine that additional or supplemental terms can be incorporated into the Transaction Document at issue.

DISCLAIMERS AND
EXCLUSIONS

None of the opinions set forth in this opinion letter include any implied opinion, and the opinions are specifically
subject to and qualified by the following disclaimers and exclusions:

1. We express no opinion on any other documents relating to the
transactions contemplated by the Transaction Documents other than the Transaction Documents.

2. Regardless of the states in which members
of this firm are licensed to practice, we express no opinion as to the laws of any jurisdiction other than the laws of the State of Ohio and applicable federal laws.

3. We express no opinion as to any matter relating to: (a) the value of the assets of the Seller or 1245 Properties; (b) the adequacy of the consideration for the Transaction Documents; (c) the accuracy
or completeness of any financial, accounting, or statistical information furnished to the Purchaser; (d) the accuracy or completeness of any representation made by the Seller, Sellers Manager, or 1245 Properties, except to the extent
contained in the foregoing opinions; (e) the financial status of the Seller or 1245 Properties; (f) the state of the title to the assets of the Seller or 1245 Properties or the creation, attachment, perfection, or priority of any liens
thereon or security interests therein; (g) the adequacy or accuracy of descriptions of real or personal property; (h) compliance with any laws or legal matter excluded from opinion coverage by Section 19 of the Legal Opinion Accord
adopted by the Section of Business Law of the American Bar Association (1991); (i) provisions purporting to establish evidentiary standards; (j) provisions relating to the waiver of rights, remedies, and defenses, including without
limitation, any provisions purporting to affect rights to notice or to waive or establish venue, jurisdiction, service of process, the right to jury trials, the right to marshalling, or statutes of limitation; (k) any persons ability to
perform its obligations under the Transaction Documents; (l) the right to declare a breach or default based upon, or otherwise to pursue any rights or remedies on account of, a breach of warranty or representation in any circumstance where
Purchaser knew, or should have known, or had reason to know, of the inaccuracy or incompleteness of the warranty or representation at the time it was or was deemed to be given; (m) any reservation of the right to pursue inconsistent or
cumulative remedies; (n) limitations on agreements to arbitrate disputes; (o) provisions permitting modification of a document only if it is in writing; (p) provisions for the payment or reimbursement of costs and expenses or
indemnification for claims, losses, or liabilities (including without limitation attorneys fees) in excess of statutory limits or a reasonable amount, and any



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provision for attorneys fees other than to the prevailing party; (q) provisions purporting to lengthen or shorten time periods otherwise
established by law or statute; (r) limitations on consent to jurisdiction; (s) the effect or enforceability of severability clauses; (t) choice of law provisions; (u) the effect or enforceability of noncompetition clauses;
(v) financial covenants or similar provisions requiring financial calculations or determinations to ascertain compliance; and (w) provisions relating to the occurrence of a material/ adverse effect, a material adverse
change, or the like, or the existence or nonexistence of a material adverse effect, a material adverse change, or the like.

4. Nothing contained in this opinion may be deemed to constitute a waiver of the attorney-client privilege between the Seller, Sellers Manager or 1245 Properties and this firm.

5. There is no U.S. federal tax advice or opinion expressed in this opinion letter. Issues may exist that could affect the federal tax treatment of the
transactions contemplated by the Transaction Documents, and this opinion letter does not consider or provide conclusions with respect to any such issues. With respect to any significant federal tax issues, nothing in this opinion letter can be used
by any person for the purpose of avoiding penalties that may be imposed on that person.

6. We express no opinion as to provisions of the
Transaction Documents to the extent that they purport to:



| | (a) | provide that rights or remedies may be exercised without notice, or that failure to exercise or delay in exercising rights or remedies will not operate as a waiver of any such right
or remedy;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | eliminate, waive or reduce punitive or consequential damages;
| | --- | -------------------------------------------------------------



| | (c) | waive rights of notice, legal defenses, statutes of limitation or other benefits that cannot be waived under applicable law;
| | --- | ----------------------------------------------------------------------------------------------------------------------------



| | (d) | authorize attorneys fees or liquidated damages to the extent that a court determines that such fees or damages are not reasonable in amount; or
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | indemnify a party where indemnification or contribution is contrary to public policy or prohibited by law.
| | --- | ----------------------------------------------------------------------------------------------------------

7. In rendering this opinion we have not made any independent investigation as to accuracy or completeness of any facts or factual representations,
warranties, data or other factual information, whether written or oral, that may have been made by or on behalf of the parties, except as specifically set forth herein. In that connection, we have made no review of the files of the Seller,
Sellers Manager or 1245 Properties, whether in the possession of the Seller, Sellers Manager or 1245 Properties or in the possession of any other party. In addition, we have made no investigation or review of any agreements, instruments,
judgments, decrees, franchises, permits, or decrees by which the Seller, Sellers Manager or 1245 Properties may be bound other than the Transaction Documents and have made no independent search through the records of



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any governmental authority or any other person as to the existence of any actions, suits, investigations or proceedings, if any, pending or threatened
against the Seller, Sellers Manager or 1245 Properties.

8. We express no opinion as to whether the Seller, Sellers Manager, or
1245 Properties has made any filings or obtained or maintained any authorizations or permits required by or necessary for the operation of their businesses, and in particular whether or not the Seller, Sellers Manager, or 1245 Properties or
their respective properties (including those which are the subject of the Transaction Documents) are in compliance with any environmental law or regulation, or any zoning, health or safety law or regulation.

9. We express no opinion as to the application or effect of any state or federal securities, blue sky, environmental, patent or other intellectual
property, or tax laws.

MISCELLANEOUS

This opinion letter shall not be relied upon by any party other than the Purchaser and its assignees as permitted under the Asset Purchase Agreement. Furthermore, this opinion is rendered as of the date hereof and no
opinion is expressed herein as to the effect of any future acts of the parties or changes in existing law. We undertake no responsibility to advise you of any changes after the date hereof in the law or the facts presently in effect that would alter
the scope or substance of the opinions herein expressed. This letter expresses our legal opinion as to the foregoing matters based on our professional judgment at this time; it is not, however, to be construed as a guaranty, nor is it a warranty
that a court considering such matters would not rule in a manner contrary to the opinions set forth above.



Very truly yours,Porter Wright Morris & Arthur, LLP




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Exhibit A

Certificate of Sellers Manager



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Exhibit B

Certificate of Sellers Manager



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Exhibit C

Certificate of Sellers Manager



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EXHIBIT L

INVENTORY

[See Attached]



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EXHIBIT M

ESTOPPEL CERTIFICATE AND CONSENT TO ASSIGNMENT

THIS ESTOPPEL CERTIFICATE AND CONSENT TO ASSIGNMENT (this Agreement) is issued as of
                    , 200     by
                             (the Landlord) at the request of Ruths Chris Steak House,
Inc., a Delaware corporation (Assignee) and Cameron Mitchell Restaurants, LLC, an Ohio limited liability company (Assignor).

RECITALS

WHEREAS, Assignee and Assignor have entered into that certain Asset Purchase Agreement dated
                    , 2007 (the Asset Purchase Agreement).

WHEREAS, pursuant to the Asset Purchase Agreement, Assignor has agreed to assign all of its right, title, and interest to that certain lease (the Lease) of the property described on Schedule 1
attached hereto and the improvements located thereon (collectively, the Premises) and Assignee desires to assume the Lease, a complete copy of the Lease, together with all amendments, exhibits, supplements and modifications and most
current rules and regulations, if any, is attached hereto as Schedule 2.

WHEREAS, Assignor and Assignee intend to enter into that
certain Assignment of Lease (the Assignment), pursuant to which Assignor will transfer to Assignee, all of Assignors right, title and interest in and to the Lease and the Premises subject to all of the payments, terms, covenants,
obligations, agreements, and restrictions set forth in the Assignment.

WHEREAS, Assignor and Assignee have requested that the
Landlord provide an estoppel certificate and consent to the Assignment, and the Landlord has agreed to such request on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing, and for good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, Landlord hereby certifies and agrees as
follows:

1. Certifications.

(a) Landlord certifies that Landlord is the landlord under the Lease and that the Lease is legal, valid, binding, and enforceable against Landlord in accordance with its terms. The Lease has not been modified, changed, altered,
supplemented, or amended in any respect, nor have any provisions thereof been waived.

(b) Landlord certifies that the Lease is valid and
in full force and effect on the date hereof. Landlord does not have any agreements including, without limitation, any options, rights of first refusal, or similar arrangements with Assignor pertaining to the Lease or the Premises, other than the
Lease.





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(c) Landlord certifies that Assignor is the current lessee under the Lease. The rent and other sums due
and payable under the Lease have been paid through the date of this Agreement. No event has occurred and no condition exists that constitutes, or that would constitute with the giving of notice or the lapse of time or both, a default by Landlord or,
to the knowledge of Landlord, by Assignor under the Lease. To the knowledge of Landlord, Landlord has no existing defenses or offsets against the enforcement of the Lease by Assignor.

(d) Landlord certifies that the Lease is assignable to Assignee and hereby consents and agrees to Assignors assignment of its right, title, and
interest in and to the Lease and the Premises to Assignee, its successors or assigns and certifies that the Lease will continue to be legal, valid, binding, and enforceable against Landlord or identical terms following the Closing (as defined in the
Asset Purchase Agreement).

(e) Landlord certifies that no default or breach exists on the part of the Assignor, nor does any circumstance
currently exist that, but for the giving of notice or the passage of time or both, would constitute such a breach or default or permit the termination or modification of the Lease.

(f) Landlord certifies that it has sent no notices of termination to Assignor nor does Landlord intend to cancel or terminate the Lease or exercise any
options thereunder.

(g) Landlord certifies that there have been no disputes, oral agreement(s), temporary waivers, or forbearances in
effect as to the Lease nor has Landlord or, to the best of Landlords knowledge, any other party to the Lease repudiated any provision thereof.

2. Authority. Landlord represents, warrants and acknowledges that Landlord has full power and authority to execute and deliver this Agreement as the only party constituting the lessor under the Lease.

3. Further Assurances/Cooperation. At any time until such time as all licenses and permits necessary to operate the Premises as a
full service restaurant with on-premises alcoholic beverage consumption (the Licenses) as conducted on the date hereof have been issued to Assignee, at Assignees request and without further consideration, Landlord agrees to
cooperate with Assignee and provide any and all consents, including written consents and acknowledgements, in a timely manner, as may be required by any governing authorities as a condition of approval for the issuance of the Licenses.

[FOR BIRMINGHAM LANDLORD: Landlord further agrees to take all commercially reasonable measures to assist Assignee and Assignor in transferring Assignors
interest in Michigan Liquor Control Commission Class C License No. 117586 and to cause Assignee to be a co-licensee on said license.]



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4. The Asset Purchase Agreement. Nothing contained in this Agreement shall be deemed to supersede
any of the obligations, agreements, covenants, or warranties of Assignee or Assignor contained in the Asset Purchase Agreement.

5.
Modification. This Agreement may not be modified except by an agreement in writing signed by Landlord, Assignee, and Assignor, or their respective successors in interest or assigns, and identified as an amendment to this Agreement. Purchaser
may assign some or all of its rights, interests and obligations pursuant to this Agreement to one or more of its subsidiaries without the consent of the other parties hereto; provided that Purchaser shall remain liable for its obligations hereunder.
This Agreement shall inure to the benefit of and be binding upon Landlord, Assignee, and Assignor, and their respective heirs, representatives, successors, and assigns.

6. Notices. Effective on the Closing Date (as defined in the Asset Purchase Agreement), Landlord agrees to send all notices and other correspondence to Assignor delivered under the Lease to Assignee in the same
manner at the following address:

Ruths Chris Steak House, Inc.

500 International Pkwy, Suite 100

Heathrow,
Florida 32746

Facsimile: (407) 833-9625

Attention: Thomas E. OKeefe, Senior Vice President/General Counsel

7. Closing Date
Notification. The Closing Date is anticipated to be on or about                     , 200    . Assignor will inform you of
the Closing Date when that information is available.

8. Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Ohio.

9. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together
will constitute one and the same instrument.

10. Severability. Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any
other jurisdiction.

(Signatures on follow page)



---

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written
above.



LANDLORD:By:Name:Title:




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Schedule 1

Description of Premises



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Schedule 2

Lease



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Execution Version



EXHIBIT N

ASSIGNMENT OF ALL INTELLECTUAL PROPERTY

AND BILL OF SALE

This Agreement (the Agreement) is entered into by and between Columbus Restaurant Development Company, Ltd., an Ohio limited
liability company having its principal place of business at
                                         
                    (Assignor), and Cameron Mitchell Restaurants, LLC, an Ohio limited liability company with its principal place of business
at 515 Park Street, Columbus, Ohio 43215 (Assignee).

Recitals

WHEREAS, Assignor has created, developed and otherwise produced various concepts for restaurants, specifically for a fish restaurant called
Mitchells Fish Market and Columbus Fish Market and a steak house called Mitchells Steakhouse and Camerons Steakhouse (the Concepts) and in doing so has created various
items of Intellectual Property, including the Concepts themselves, as that term is defined herein;

WHEREAS, in accordance with that
certain Restaurant Concept Development Agreement dated as of February 1998 by and between Assignor and Assignee (the Restaurant Concept Agreement), which sets forth that the Concepts developed by Assignor inure to the benefit of and
shall, when necessary, be formally transferred to Assignee, Assignor now wishes to formally assign and transfer all right, title, ownership and accompanying good will in the Intellectual Property, including but not limited to the concepts, the
trademarks, service marks, trade names, trade dress, copyrights, trade secrets, and patents therein, to Assignee for its sole ownership and exclusive use without further action or payment on Assignees part, wherever and to the extent that such
full or partial rights in the Intellectual Property are still held by Assignor; and

NOW THEREFORE, in consideration of the
foregoing, of the mutual covenants herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Terms

1. Incorporation;
Terms: The foregoing recitals are incorporated herein as part of this Agreement. When in this Agreement reference is made to parties, such reference shall mean all of the entities executing this Agreement.

2. Definition of Intellectual Property: for purposes of this Agreement, Intellectual Property shall have the following stated meaning:

(a) all inventions relating to the Concepts (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and
all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof;





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(b) the federally registered service mark Mitchells Fish Market (Reg.
No. 2,713,985), the common law service marks Columbus Fish Market, Mitchells Steakhouse and Camerons Steakhouse and all other trade names, common law trade and service marks, state registered
trade and service marks, and trade dress, created, developed or otherwise produced in connection with the development of or in relation to the Concepts, together with all translations, adaptations, derivations, and combinations thereof and including
all goodwill associated therewith, and all applications, registrations, affidavits, and renewals in connection therewith;

(c) the name
Mitchell (including any stylistic presentation or possessive/plural-possessive form) for use and for future exploitation, in connection with the provision of restaurant, lounge, catering or food services of any kind and scope worldwide,
whether used or developed in connection with the Concepts or not, including trademark, service mark or trade name use and federal, state or foreign registration in any class related to or associated with such services or the promotion or
advertisement of same;

(d) the rights Assignor may have in the common law service mark Mitchells Ocean Club as used in
connection with and on restaurant services;

(e) all copyrightable Intellectual Property, all copyrights therein, and all applications,
registrations, and renewals created, developed, or produced in connection with or related to the Concepts;

(f) all mask works and all
applications, registrations, and renewals created, developed, or produced in connection with or related to the Concepts;

(g) all trade
secrets and confidential business information which relates to or was created, developed or produced in connection with the Concepts including recipes, cookbooks, manuals, policies and procedures, and training tapes/videos, etc;

(h) all assignable computer software (including data and related documentation) relating solely to the Concepts;

(i) the rights Assignor may have in all domain names currently registered or used in association with the Concepts as well as the domain names
www.mitchellsoceanclub.com;

(j) all other forms or kinds of Intellectual Property related to the Concepts; and

(k) each individual Concept.

3. Consideration: The consideration for this Agreement is as set forth in the Restaurant Concept Agreement.



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4. Representations and Warranties of Assignor: Assignor hereby represents and warrants to
Assignee that:

a. Authority. All necessary and lawful actions to authorize the execution of this Agreement on behalf of Assignor
have been taken, and the individual whose signature is affixed hereto on behalf of Assignor is authorized to legally bind the company to the terms of this Agreement. Moreover, as set forth in Section 1 of the Restaurant Concept Agreement,
Licensor represents and warrants that all actions necessary to obtain the approval and consent of the various Partnerships to the transfer and assignment of the Concepts was taken prior to the execution of this Agreement.

b. Ownership/Status of Intellectual Property. Assignor:

(i) to the extent not previously transferred to Assignee by operation of law or otherwise, is the sole owner of the Intellectual Property, possesses all right, title and interest to the Intellectual Property free and
clear of any license, mortgage, pledge, lien, encumbrance, charge or other security interest of any kind or nature, and no other persons or entities have made a claim of ownership or have standing to claim rights therein;

(ii) except with respect to Assignee, has previously made no full or partial assignment, transfer, conveyance or other disposition of the Intellectual
Property or any rights or legal causes of action associated with the Intellectual Property;

(iii) has not granted a security interest in
the Intellectual Property, and has no knowledge of such a security interest in the Intellectual Property, whether recorded or not;

(iv)
has not itself registered any of the Intellectual Property with the U.S. Copyright Office, U.S. Patent & Trademark Office, or any other federal, state or local governmental agency;

(v) has no knowledge of any threatened or pending litigation, investigation, charge, complaint, claim, opposition, cancellation, demand, or proceeding
concerning or related to the Intellectual Property in any way, including with respect to the legality, validity, enforceability, use or ownership of the Intellectual Property;

(vi) has not received or sent a cease and desist letter or other correspondence to third parties regarding use, display or infringement of the
Intellectual Property;

(vii) has no knowledge of any prior disputes with third parties regarding the Intellectual Property, including
disputes involving infringement, misappropriation, dilution, or tarnishment;

(viii) has never agreed to indemnify anyone, juridical or
natural, for or against any interference, infringement, misappropriation, dilution, tarnishment, or other conflict with respect to the Intellectual Property;

(ix) has taken all commercially reasonable actions to maintain and protect each item of the Intellectual Property;



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(x) has ensured that with respect to the service and trademarks that are part of the Intellectual
Property, none can be considered to be abandoned as that term is defined in 15 U.S.C. § 1127, specifically Assignor has not discontinued use of these items with intent not to resume such use; and

(xi) has ensured that with respect to the copyrightable works, none were created before March 1, 1989.

(xii) further agrees that it will provide upon request to Assignee any and all documentation showing Assignors ownership in the Intellectual
Property being assigned as part of this agreement, and/or the transfer of such ownership rights in same by any third party, excluding Assignee, to Assignor. This requirement shall be applicable to all elements and components of the Intellectual
Property provided by Assignor to Assignee. No such document will be unreasonably withheld by Assignor.

c. Use Authorization.
Assignor has not previously authorized third parties to use the Intellectual Property at any time prior to execution of this Agreement.

d.
Challenge or Contest. Assignor shall not contest or challenge the validity, ownership, registration or use of the Intellectual Property by Assignee at any time, regardless of method or forum.

5. Representations and Warranties of Assignee. Assignee hereby represents and warrants to Assignor that all necessary and lawful actions to
authorize the execution of this Agreement on behalf of Assignee have been taken, and the officer whose signature is affixed hereto on behalf of Assignee is authorized to legally bind the company to the terms of this Agreement.

6. Assignment of Rights; Cooperation:

a. Assignment of Intellectual Property: Assignor hereby assigns to Assignee (i) its entire right, title and interest in the Intellectual Property, excluding the common law service mark Mitchells Ocean Club;
(ii) its entire right, title and interest in the common law service mark Mitchells Ocean Club, nunc pro tunc, effective August 2006; (iii) any and all copyrights or other intellectual property rights therein; and
(iv) any claims for prior infringement of such rights. Assignor further agrees to execute, if and when requested, any other lawful document deemed necessary by Assignee to carry out the purposes of this Agreement, all without further
consideration than provided herein. Assignor also recognizes and acknowledges Assignees sole right to register the copyrights in the Intellectual Property with the Copyright Office or to register the trademarks, service marks, patents, trade
dress or trade names with the U.S. Patent & Trademark Office, or other foreign, federal, state or local government agency.

b.
Cooperation: Assignee shall own and have the exclusive right to exploit, sell, market, license and otherwise use the Intellectual Property. Assignor agrees to cooperate fully in any efforts made by Assignee to obtain and perfect
Assignees interest in the Intellectual Property, such cooperation including but not limited to Assignors review and execution of trademark, service mark, patent, trade dress, trade name or copyright registrations, assignments



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and related documents. Assignor also agrees to cooperate fully in any litigation involving the Intellectual Property. Assignors duty to cooperate in
obtaining protection for, and in litigation concerning, the Intellectual Property shall continue after the date of this Agreement.

c.
Notice: Assignor recognizes and acknowledges Assignees right to place all appropriate notices on the Intellectual Property, including copyright, trademark, service mark, trade dress and patent notices, and shall cooperate fully to
enable Assignee to do so.

7. Severability. In case any one or more of the provisions contained in this Agreement shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it
shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

8. No Agency. Neither party is the agent of the other party and is not authorized to make any representation, contract, or commitment on behalf of the other party or otherwise bind the other party in any manner as agent. This
provision shall not be read or interpreted to remove or relinquish Assignor from the obligations created by this Agreement.

9.
Time. Time is of the essence in this Agreement and in the performance of every covenant or undertaking hereunder.

10.
Waiver. The failure of a party to prosecute its rights with respect to a default or breach hereunder shall not constitute a waiver of the right to enforce its rights with respect to the same or any breach.

11. Headings. Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be
considered in interpreting or construing this Agreement.

12. Previous Agreements Superceded; Entire Agreement: This Agreement shall
supercede any previous written or verbal agreement between Assignor and Assignee which claims authorship or ownership for Assignor with respect to any rights in the Intellectual Property, or that contradicts this Agreement in any way. This Agreement
contains the entire agreement and understanding between Assignor and Assignee with respect to the subject matter herein, and no representations, promises, agreements or understandings, written or oral, not herein contained shall be of any force or
effect.

13. Change; Modification. No change or modification of this Agreement shall be valid or binding unless the same is in
writing and signed by the party intended to be bound. No waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by the party against whom such waiver is sought to be enforced.



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14. Burden and Benefit: This Agreement shall be binding upon, and shall inure to the benefit
of Assignee and Assignor, and their respective heirs, personal and legal representatives, successors and assigns.

15. Governing
Law: This Agreement shall be governed in accordance with the laws of the State of Ohio, except with respect to the conflict of laws provisions thereof.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and pursuant to the Agreement, Assignor hereby transfers, assigns, conveys and delivers unto Assignee
all of Assignors right, title and interest in and to the Intellectual Property free and clear of Liens or other encumbrances.

IN
WITNESS WHEREOF, Assignor and Assignee have duly executed this Agreement as of the day and year set forth below.



|            |  |  |  |                                                        |  |                     
|----------- |  |  |  | ------------------------------------------------------ |  | --------------------
|Witness:    |  |  |  | Assignor Columbus Restaurant Development
Company, Ltd.
|            |  | 
|            |  |  |  |                                                       
|            |  | 
|            |  |  |  |                                                       
|            |  |  |  | By:                                                    |  |                     
|            |  | 
|Witness:    |  |  |  | Assignee                                              
|            |  |  |  | Cameron Mitchell Restaurants, LLC                     
|            |  | 
|            |  |  |  |                                                       
|            |  |  |  | By:                                                    |  | CMR Management, Inc.
|            |  |  |  | Its:                                                   |  | Manager             
|            |  | 
|            |  |  |  |                                                       
|            |  |  |  | By:                                                    |  | M. Cameron Mitchell,
|            |  |  | 
|Date: , 200 |  |  |  |                                                        |  |                     

[CERTIFICATES OF ACKNOWLEDGMENT TO FOLLOW]



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Certificate of Acknowledgment

State of Ohio

County of

BE IT KNOWN, that
on this      day of                     , 200    , before me, the undersigned authority, duly commissioned,
qualified and sworn within and for the State of Ohio, personally came and appeared
                             to me known to be the identical person who executed the above and foregoing
Agreement, who declared and acknowledged to me, Notary, in the presence of the undersigned competent witnesses, that he executed the above and foregoing Agreement in his capacity as an officer, as the case may be, on behalf of the entity he serves
as an officer, of his own free will and for the uses, purposes and benefits therein expressed, in fulfillment of Section 204(b) of the Copyright Act of 1976, as amended and Section 10(a)(3) of the Lanham Act of 1946, as amended.



|           |  |  |  | 
|---------- |  |  |  | 
|WITNESSES: |  |  |  | 
|           |  | 
|           |  |  |  | 
|           |  | 
|           |  |  |  | 

| |  |               |  | 
| |  | ------------- |  | 
| |  |              
| |  |               |  | 
| |  | Notary Public |  | 





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Execution Version



Certificate of Acknowledgment

State of Ohio

County of

BE IT KNOWN, that
on this      day of                     , 200    , before me, the undersigned authority, duly commissioned,
qualified and sworn within and for the State of Ohio, personally came and appeared
                            , to me known to be the identical person who executed the above and foregoing
Agreement, who declared and acknowledged to me, Notary, in the presence of the undersigned competent witnesses, that he executed the above and foregoing Agreement in his capacity as an individual or officer, as the case may be, on behalf of himself
or the entity he serves as an officer, of his own free will and for the uses, purposes and benefits therein expressed, in fulfillment of Section 204(b) of the Copyright Act of 1976, as amended and Section 10(a)(3) of the Lanham Act of
1946, as amended.



|           |  |  |  | 
|---------- |  |  |  | 
|WITNESSES: |  |  |  | 
|           |  | 
|           |  |  |  | 
|           |  | 
|           |  |  |  | 

| |  |               |  | 
| |  | ------------- |  | 
| |  |              
| |  |               |  | 
| |  | Notary Public |  | 



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Execution Version

EXHIBIT O

FORM OF ASSIGNMENT OF LEASE

This ASSIGNMENT OF LEASE(this Assignment) is entered into as of
                    , 200     by Ruths Chris Steak House, Inc., a Delaware corporation (Assignee) and
Cameron Mitchell Restaurants, LLC, an Ohio limited liability company (Assignor).

WHEREAS,Assignee and Assignor
have entered into that certain Asset Purchase Agreement (the Asset Purchase Agreement); and

WHEREAS, pursuant to
the Asset Purchase Agreement, Assignor desires to assign all of its right, title and interest to that certain Lease (the Lease) of the property described on Schedule 1 attached hereto and the improvements located thereon (the
Premises) and Assignee desires to assume the Lease currently existing on the Premises, a complete copy of the Lease, together with all amendments, supplements and modifications, is attached hereto as Schedule 2 and incorporated
herein by this reference.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee agree as follows:

1. Assignment. Assignor conveys, transfers, grants, delivers to and assigns
to Assignee all of Assignors right, title and interest in and to the Lease and the Premises, together with the right to receive any and all sums and proceeds arising out of the Lease received from and after the date of conveyance of the Lease
and the Premises, including any uncollected rent attributable to any period prior to the Closing Date.

2. Assumption. Assignee
hereby accepts the assignment and transfer of the Lease and after giving effect to the assignment and transfer of the Lease, assumes and agrees to be bound by the terms thereof and to pay, perform and fully discharge, in accordance with their
respective terms, the payment and performance liabilities and obligations of Assignor under the Lease.

3. Binding Effect. This
Assignment shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns.

4.
Construction; Definitions. This Assignment shall be governed by, interpreted and enforced, in accordance with Ohio law. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Asset Purchase
Agreement.

5. Survival and Binding Agreement. The terms and conditions hereof shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.

6. Counterparts. This Assignment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.



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7. Severability. Any term or provision of this Assignment that is invalid or unenforceable in
any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

8. Governing Law. This Assignment shall be governed by and construed in accordance with the domestic laws of the State of Ohio
without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Ohio.

[Signatures on following page]



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IN WITNESS WHEREOF, the parties have caused this Assignment to be executed and delivered as of
the day and year first written above.



|            |  |  |  |                                    |  |                     
|----------- |  |  |  | ---------------------------------- |  | --------------------
|WITNESSES:  |  |  |  | ASSIGNOR:                         
|            |  | 
|            |  |  |  | CAMERON MITCHELL RESTAURANTS, LLC,
|            |  |  |  | an Ohio limited liability company 
|Print Name: |  |  |  |                                    |  |                     
|            |  |  |  | By:                                |  | CMR Management, Inc.
|            |  |  |  | Its:                               |  | Manager             
|            |  |  |  |                                    |  |                     
|Print Name: |  |  |  |                                   
|            |  |  |  | M. Cameron Mitchell, President    
|            |  | 
|            |  |  |  | ASSIGNEE:                         
|            |  | 
|            |  |  |  | RUTHS CHRIS STEAK HOUSE, INC.,   
|            |  |  |  | a Delaware corporation            
|Print Name: |  |  |  |                                    |  |                     
|            |  |  |  | By:                                |  |                     
|            |  |  |  | Name:                              |  | Craig S. Miller     
|            |  |  |  | Title:                             |  | President/CEO       
|Print Name: |  |  |  |                                    |  |                     





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|          |  |   |  |     |  | 
|--------- |  | - |  | --- |  | 
|State of  |  | ) |  |     |  | 
|          |  | ) |  | ss: |  | 
|County of |  | ) |  |     |  | 

BE IT REMEMBERED that on this      day of
                    , 200    , before me, the subscriber, a Notary Public in and for said county, personally came Cameron
Mitchell Restaurants, LLC, the Assignor, by its Manager, CMR Management, Inc., by M. Cameron Mitchell, its President and acknowledged the signing of the same to be his and its voluntary act and deed, for the uses and purposes therein mentioned.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year last aforesaid.



Notary PublicMy Commission Expires:




|          |  |   |  |     |  | 
|--------- |  | - |  | --- |  | 
|State of  |  | ) |  |     |  | 
|          |  | ) |  | ss: |  | 
|County of |  | ) |  |     |  | 

BE IT REMEMBERED that on this      day of
                    , 200    , before me, the subscriber, a Notary Public in and for said county, personally came Ruths
Chris Steak House, Inc. the Assignee, by Craig S. Miller, its President/CEO and acknowledged the signing of the same to be his and its voluntary act and deed, for the uses and purposes therein mentioned.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year last aforesaid.



Notary PublicMy Commission Expires:


This Instrument Prepared By:

Frank W. Carsonie

Benesch Friedlander
Coplan & Aronoff LLP

41 South High Street, Suite 2600

Columbus, Ohio 43215

(614) 223-9300



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SCHEDULE 1

DESCRIPTION OF PREMISES



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SCHEDULE 2

LEASE



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Execution Version

EXHIBIT P

FORM OF CROSS RECEIPT

This Cross Receipt (this Cross Receipt) is executed this      day of
                    , 2008, by and between Cameron Mitchell Restaurants, LLC, an Ohio limited liability company (Seller) and Ruths
Chris Steak House, Inc., a Delaware corporation (Purchaser), represented herein by the duly authorized officers of each entity, who did execute this receipt before the undersigned competent witnesses after reading of the same.

1. On November     , 2007, Seller, Purchaser, 1245 Properties, LLC, and M. Cameron Mitchell entered into an Asset
Purchase Agreement (the Purchase Agreement) pursuant to which Seller agreed, upon certain terms and conditions herein stated, to sell and deliver to Purchaser all of the assets as more fully described in the Purchase Agreement (the
Acquired Assets). Terms used herein and not otherwise defined shall have the meaning assigned to such term in the Purchase Agreement.

2. Pursuant to Section 8.1(w) of the Purchase Agreement, at Closing, each Restaurant location shall have Working Cash on hand, the amount of which shall be evidenced by a cross receipt.

3. Seller has provided the Working Cash on hand for each Restaurant location in the amounts set forth on Exhibit A attached hereto in accordance with the
terms and conditions of the Purchase Agreement.

NOW THEREFORE,

A. Seller hereby delivers and Purchaser hereby accepts the Working Cash on hand as set forth on Exhibit A.

B. Purchaser hereby agrees to reimburse Seller the amount of Working Cash as set forth on Exhibit A within five (5) calendar days after the Closing.

C. Each party hereby declares that he is the duly authorized party to executed this Cross Receipt with full knowledge thereof.

[signature page to follow]



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IN WITNESS WHEREOF, the parties hereto have executed this Cross Receipt on the date and year first set forth above.



SELLERCAMERON MITCHELL RESTAURANTS, LLCBy:

CMR Management, Inc.Its:

ManagerM. Cameron Mitchell, PresidentPURCHASERRUTHS CHRIS STEAK HOUSE, INC.By:Name:

Craig S. MillerIts:

President/CEO




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Exhibit A

Working Cash



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Execution Version

EXHIBIT Q

FORM OF CONSENT OF MEMBERS OF CAMERON MITCHELL RESTAURANTS, LLC

(Date)

Dear Cameron
Mitchell Restaurants, LLC Member:

As you know, for some time we have been considering a sale of a majority interest in our Columbus and
Mitchells Fish Market concept and restaurants. We are pleased to announce that we have entered into a definitive agreement to sell the assets of our Mitchells Fish Market, Columbus Fish Market, Mitchells Steakhouse and
Camerons Steakhouse concepts and restaurants to Ruths Chris Steak House, Inc. for $94,000,000. We anticipate closing on the sale in the first quarter of 2008. We intend to distribute the proceeds from this sale to our members and related
parties in accordance with our Operating Agreement and the various agreements to which our company is a party.

As part of the transaction,
and in deference to Ruths Chris Steak House, Inc. being a publicly traded company, we have agreed to obtain from our members holding at least 51% of the voting power of the company:

(i) the consent to Cameron Mitchell Restaurants, LLC entering into the definitive agreement and consummating the transactions contemplated thereunder;

(ii) a waiver of any dissenters rights or other rights our members may have by Cameron Mitchell Restaurants, LLC entering into the
definitive agreement and consummating the transactions contemplated thereunder; and

(iii) a release and discharge of Ruths Chris
Steak House, Inc. and its affiliates from any claim for damages members may have by Cameron Mitchell Restaurants, LLC entering into the definitive agreement and consummating the transactions contemplated thereunder.

Although our Operating Agreement does not require this action, if we obtain consents and releases from our members holding 100% of the voting power of
the company within a period specified in the definitive agreement we will be able to release, and distribute to our members in accordance with our Operating Agreement and the various agreements to which our company is a party, a portion of the
purchase price held in escrow, sooner than the twelve months currently contemplated under the definitive agreement. Therefore, we respectfully request that you sign the attached consent and release at your earliest convenience and return it to us in
the enclosed stamped, self-addressed envelope.

If you have any questions, feel free to contact us. If any portion of this letter or the
enclosed consent and release is confusing to you, please contact us so that we may answer your questions. Thank you for your commitment to our success and we look forward to sharing our success with you through a distribution of the purchase price.
Please give me a call if you have any questions.



|                   
|-------------------
|Very truly yours,  
|                   
|M. Cameron Mitchell
|President          



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CONSENT AND RELEASE OF MEMBER

The undersigned member of Cameron Mitchell Restaurants, LLC, hereby:

1. Consents to Cameron Mitchell Restaurants, LLC (a) entering into a definitive agreement with Ruths Chris Steak House, Inc. to sell the assets of the Mitchells Fish Market, Columbus Fish Market,
Mitchells Steakhouse and Camerons Steakhouse concepts and restaurants for $94,000,000 (the Transaction) and (b) consummating the Transaction and any other transactions contemplated thereunder.

2. Waives any dissenters rights or other rights the undersigned may have with regard to the Transaction.

3. Releases and forever discharges, effective as of the closing date of the consummation of the Transaction, Ruths Chris Steak House, Inc. each of
its affiliates, and each of their respective officers, directors, managers, employees, agents, stockholders, controlling persons, representatives, successors and assigns, (individually, a Releasee and collectively,
Releasees) from any and all claims, whether arising under contract, tort law, employment law or otherwise, whether known or unknown, suspected or unsuspected, both at law and in equity, which the undersigned or any of the
undersigneds respective heirs, representatives, successors or assigns now has, have ever had or may hereafter have through the closing date against the respective Releasees arising contemporaneously with or prior to the closing date or on
account of or arising out of any matter, cause, or event occurring contemporaneously with or prior to the closing date, whether or not relating to actions pending on, or asserted after, the closing date.



By:


Printed Name:


Date:




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Execution Version

EXHIBIT R

INTERIM MANAGEMENT AGREEMENT

THIS INTERIM MANAGEMENT AGREEMENT (the Agreement) is made and entered into as of this      day of
            , 200    , by and between Cameron Mitchell Restaurants, LLC (the Licensee), and
                     (the Purchaser or the Manager).

WITNESSETH:

WHEREAS, Licensee is the holder of a
                             Permit issued by the
                     (the Commission) for use within the City of
                     and identified as Permit Number
                    (hereafter the Permit); and

WHEREAS, pursuant to an asset purchase agreement executed contemporaneously herewith (Purchase Agreement), Licensee intends to sell and Manager or its designee intends to purchase certain assets of
Licensee or its affiliate, including but not limited to, the Permit; and

WHEREAS, in addition to purchasing various assets as further
described in the Purchase Agreement, Manager or its designee intends to lease from a third party certain real property and improvements thereto at the location of Licensees current restaurant business, including but not limited to, an
approximately              thousand             (    ,000) square foot building, which are more particularly
described on Exhibit      of the Purchase Agreement (the Premises); and

WHEREAS, in
order to foster continuity of business operations during the transition of Licensees restaurant business (Restaurant) to Manager, Licensee and Manager have agreed that Manager will operate the Restaurant under rights and authority
of Licensees Permit during the term of this Agreement; and

WHEREAS, the parties to this Agreement desire to cooperate with each
other to ensure that the management of the Premises continues in a professional and orderly fashion during the term of this Agreement; and

WHEREAS, Licensee and Manager desire to set forth the terms and conditions that will govern the use and management of the Permit and the manner in which Manager shall sell, furnish or store alcoholic beverages while operating its Restaurant
at the Premises.



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NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, Licensee and
Purchaser agree as follows:

ARTICLE I

ROLE OF MANAGER

1.1 Appointment. Licensee hereby appoints Manager, and Manager hereby accepts the
appointment as the sole and exclusive interim manager of the Business Operations. Manager will perform or cause to be performed, all duties required or desirable in the management and operation of the Business Operations on the Premises in a
professional manner and in compliance with the law.

1.2 Inventory and Supplies. Licensee, at its expense, shall provide during the Term (as defined
below) hereof all beverage alcohol and tobacco inventory (the Beverage and Tobacco Inventory) necessary for Manager to manage and operate the Business Operations in a manner consistent with past operating practices and in a professional
manner. To facilitate the operation of Licensors alcoholic beverage business by Manager, the parties agree that Manager shall have the right to utilize all Beverage and Tobacco Inventory, equipment, supplies, and facilities leased by or
belonging to Licensor in the licensed premises. Nothing herein shall preclude Manager from utilizing its own equipment or supplies in the operation of Licensors business.

1.3 Licenses. Licensee shall at all times utilize its best efforts to keep the Licenses in full force and effect throughout the Term of this Agreement, and Licensee shall cooperate with Manager and exercise its
best efforts in that regard. All expenses to maintain the Licenses in full force and effect shall be paid by Manager. Licensee shall also exercise all commercially reasonable efforts, without being required to spend money or incur liability, to
cooperate with Manager in its efforts to obtain the licenses necessary, whether by transfer from Licensee or by new application, to operate the Business Operations as a full service restaurant with on-premises alcoholic beverage service (the
New Licenses).

ARTICLE 2

NEW LICENSES

2.1 Pursuit of New Licenses. Manager, or its designee, shall, at its own expense and efforts, immediately commence all
commercially reasonable actions required to obtain the New Licenses in its own name and shall file all such necessary applications with all applicable governmental authorities as soon as practicable. After filing of the applications, Manager or its
designee shall diligently pursue the receipt of all necessary New Licenses. Manager shall provide to Licensee copies of the New Licenses immediately upon issuance of same.

ARTICLE 3

TERM

3.1 Term. Unless terminated sooner under another provision of this Agreement, the term of this Agreement shall commence on the date hereof and terminate immediately upon the date on which the applicable
licensing authorities have issued the last necessary New License for Managers conduct of the Business Operations at the Premises; provided, that if any application is denied by any licensing commission or other



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appropriate regulatory body, then the Term shall automatically extend through the administrative review process until the earlier of the date on which the
above referenced denial is reversed and the New License issued or the date on which all appeals are exhausted (the Term). Purchaser and/or its designee shall at all times diligently pursue the applications for the New Licenses.

3.2 Partial Termination for Premise. The provisions of this Agreement relating to the management of the Business Operations as to each separate
Premises as listed on Exhibit A hereto, shall terminate only as to that Premises on the date on which the applicable licensing authorities have issued the last necessary New License for Managers conduct of the Business Operations at that
particular Premises, if such date is earlier than the date determined according the provisions of Section 3.1. All remaining Premises shall continue to be bound and governed by this Agreement under the Terms hereof.

ARTICLE 4

REVENUE AND EXPENSES

4.1 Revenues and Expenses. All parties shall maintain a business checking account in the name of Licensee, into which account all receipts from the
sale of alcoholic beverages on the licensed premises by Licensee or by Manager as the agent of Licensee shall be deposited and from which all invoices for the purchase of alcoholic beverages, all expenses directly related to the License, and all
                     Sales Taxes due on the sale of alcoholic beverages, shall be paid. For the sake of convenience, Managers designated
employee(s) may be given signatory authority; provided, however, that such authority shall not confer on Manager any rights to the moneys in the account. Licensee will authorize the opening and maintenance of the account in accordance with this
Agreement by proper corporate resolution and will deliver a certified copy of the resolution to Manager. Manager shall maintain true and accurate records of all receipts and deposits, as well as payments out of the account, on a daily basis and will
provide such records to Licensor monthly.

The parties consent to the use of the account maintained in accordance with this
Section 4.1, as a depository account for any receipts by Manager on the licensed premises in addition to the receipts from the sale of alcoholic beverages by or on behalf of Licensee, provided that accurate records of such deposits shall be
maintained and that such other receipts will be withdrawn and paid over to Manager at least weekly, less any bank or credit card service charges, and any
                     Sales Tax receipts that may be required to be remitted to the applicable by Licensee.

4.2 All gross revenue and receipts derived from management of the Business Operation are the exclusive property of Licensee. However, during the Term hereof, said
revenues and receipts shall be collected and retained by Manager to the extent necessary to pay expenses under Section 4.2 and Managers compensation under Section 4.3.



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4.3 Business Operations Expenses. Manager shall, as part of its services, pay all expenses incurred as and
when due in conduction the Business Operations, from the revenues and receipts collected from the Business Operations. Taxes, wages, and all other obligations shall be paid from the receipts and proof of payment of such shall be promptly forwarded
to the Licensee. In the event that the expenses exceed revenues and receipts, Manager shall have the obligation or liability for such shortfall.

4.4
Manager Compensation. Manager shall retain as compensation for its services a fee equal to the net income of the Business Operation, after deducting all Business Operations Expenses.

ARTICLE 5

OPERATIONS

5.1 Authority and Duties

(a) Manager will, at the direction and on
behalf of Licensee, perform or cause to be performed, all duties required or desirable in the management and operation of the Business Operations; to maintain the Premises in compliance with the laws and regulations of the local licensing authority,
State of          and the U.S. Department of the Treasury, which duties shall include, but not be limited to, the supervision and arrangement for the employment of a sufficient number of adequately trained
staff. In order to maintain a competitive posture in the marketplace, Licensee grants Manager the authority, subject to the terms herein, and subject to the Federal Alcohol Administration Act, the
             Liquor Control Act, all related regulations and local ordinances, to make all purchases and purchasing decisions necessary to operate the Beverage Operations, as well as
determine retail pricing, advertising, brand displays, shelf facings and the like. All sales and service of alcoholic beverages by Manager or its employees will be as the agent and servant of Licensee. All funds received from the sale of alcoholic
beverages remain the sole property of Licensee and shall only be disbursed by Licensee according to the terms of this Agreement. Title to all alcoholic beverages remains in Licensee from the time of delivery to the licensed premises until sale of
consumers.

(b) During the Term of this Agreement, Manager agrees that Licensee shall supervise all activities pertaining to the Business Operations until
such time as the New Licenses are issued to Manager or its designee. Licensee shall designate personnel for the purpose of supervising Managers activities in or at the Premises. The services provided by Manager hereunder shall be provided in
accordance with the reasonable direction and supervision of Licensee personnel designated pursuant to this paragraph. Manager agrees that Licensee shall have the right to inspect the Business Operations and records of the same at any time during the
Term hereof, provided that such inspection does not interfere with the operation of the Business Operations. Manager agrees to cooperate fully with Licensees personnel during any such inspection.





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(c) Manager agrees that the Business Operations shall be operated according to Licensees customary compliance
standards and in a lawful manner in compliance with all laws and regulations of the local licensing authority, the State of                      and
the Alcohol and Tobacco Tax and Trade Bureau, and that the final decision regarding permitted activities, methods of operation, and all issues or matters relating to compliance with the said laws and regulations shall be made jointly by Licensee and
Manager; and Manager, shall strictly comply with all such final decisions.

5.2 Employees. Manager shall arrange for the employment, direction,
control and discharge, as the case may be, of all personnel employed in the Premises. Manager will not knowingly employ any person who is disqualified from being employed on an alcoholic beverage licensed premises. All employees shall be the
employees of Manager and not of Licensee. Manager represents that all of its directors, officers and employees are 18 years of age or older and have never been convicted of a crime involving moral turpitude, or, if they have, their disqualification
from employment in the alcoholic beverage industry in                      has been removed, or they will obtain the requisite permit before being
permitting to work on the licensed premises. Manager will not employ any person who is disqualified from being employed on an alcoholic beverage licensed premise.

5.3 Records. Manager shall arrange for the keeping of full and adequate books of account and other records reflecting the operation of the Business Operations, which it shall make available to Licensee for inspection at the
reasonable request of Licensee.

5.4 Licenses. Subject to Section 4.2 hereof, Manager shall exercise all commercially reasonable efforts to
keep the Licenses in full force and effect throughout the Term of this Agreement, and Licensee shall cooperate with Manager and exercise all commercially reasonable efforts in that regard. All expenses to maintain the Licenses in full force and
effect shall be paid from the revenues and receipts received from the Business Operations. Licensee shall also exercise all commercially reasonable efforts, without being required to spend money or incur liability, to cooperate with the Manager in
its efforts to obtain the New Licenses. Licensor shall be responsible for any requirement for renewal of the License and for payment of all fees and taxes in connection with the License. In the event that Licensor shall fail to have its License
renewed or if the license shall be revoked, Manager shall have no further obligation hereunder and this Agreement shall immediately terminate.

5.5
Alcoholic Beverages. Notwithstanding Managers conducting the Business Operations, and anything to the contrary contained in this Agreement, during the Term of this Agreement the Licensee shall be deemed pursuant to the power and
authority retained by the Licensee to exercise the ownership and control of the existing Licenses.



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ARTICLE 6

OWNER GENERAL COVENANTS AND DUTIES

6.1 Owner shall devote its good faith commercially reasonable efforts, knowledge
and skill to its obligations under this Agreement.

6.2 Owner shall remain qualified and registered to conduct business within the State of
                    .

6.3 Owner shall take all
reasonably necessary measures within its power or control to keep the Permit valid, issued and in good standing with the licensing authorities and all other government agencies.

6.4 Owner has no knowledge or reason to believe that (i) the Permit will not be renewed; (ii) it has or will become subject to any legal actions or suits, including but not limited to bankruptcy
administration; and (iii) there are no existing debts, claims, actions, liens, or encumbrances and/or liabilities against the Permit.

6.5 Owner
further represents, warrants, covenants, and agrees that it has not engaged in any activity, which would cause or permit revocation or suspension of the Permit and there is no action or proceeding looking to, threatening, pending or contemplating
the revocation or suspension of the Permit, to Owners knowledge.

6.6 Owner grants Manager the authority, subject to the terms herein, to make all
purchases necessary for the operation of the Restaurant.

6.7 Owner shall cooperate in, and shall be responsible for, filing all required renewal forms
prior to the expiration of the Permit and the obtaining of any required tax clearances needed to ensure that there is no cessation of operation pending the transfer of the Permit from Owner to Manager. Owner shall attend any and all necessary
hearings before any licensing authority to ensure that the Permit is maintained and renewed in a timely fashion. Owner shall not take any action that results in the Permit being suspended, lost or terminated.

6.8 If the Commission, at any time during Term of this Agreement, shall not allow Manager to use the Permit in connection with the operation of the Restaurant, or if the
Permit otherwise becomes unavailable for use by Manager in connection with the operation of the Restaurant for any reason, Owner shall allow Manager, if Manager so decides, to obtain another alcoholic beverage permit issued by and subject to the
approval of the licensing authority (the New Permit), and place the New Permit in the Premises.

6.9 Owner shall comply with all
federal, state, local and municipal laws, regulations and ordinances regarding the ownership of the Permit, taxes, business permits, franchises and licenses that may be required of Owner in connection with this Agreement.



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ARTICLE 7

INSURANCE

7.1 Maintenance of Insurance.

(a) During the Term of this Agreement Licensee and Manager agree to maintain all insurance policies in effect, naming Manager as an additional insured, and to provide a copy of same to Manager.

(b) All costs for such insurance shall be paid by Manager from the revenues and receipts collected from Business Operations.

7.2 Indemnity. The provisions of Article VII of the Asset Purchase Agreement shall apply to this Agreement, mutatis mutandis.

ARTICLE 8

EVENTS OF DEFAULT,
TERMINATION

8.1 Event of Default. If through Licensees conduct, the Permit is suspended, terminated, or if the Manager is otherwise not
permitted to sell alcoholic beverages as a result of Licensees conduct, there shall be an Event of Default under this Agreement.

8.2
Remedies. Upon the occurrence and during the continuation of an Event of Default, in addition to and cumulative of any and all rights and remedies to the non-defaulting party under this Agreement, at law or in equity, the Manager shall be
entitled to damages measured by the economic impact sustained by Manager related to the loss of business from the time the Manager is no longer able to sell alcoholic beverages using the Permit until such time as Manager is able to obtain its own
permit to sell alcoholic beverages.

ARTICLE 9

MISCELLANEOUS

9.1 Notice. Any notice, statement or demand required to be given under this Agreement shall be
in writing and shall be deemed to have been given if delivered personally upon receipt by overnight courier or by registered or certified mail, return receipt requested, addressed, if to Licensee, at:



| |  |                                   |  | 
| |  | --------------------------------- |  | 
| |  | Cameron Mitchell Restaurants, LLC |  | 
| |  | 515 Park Street                   |  | 
| |  | Columbus, Ohio 43215              |  | 



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|                       |  |                                  
|---------------------- |  | ---------------------------------
|and if to Manager, at:
|                       | 
|                       |  | Ruths Chris Steak House, Inc.   
|                       |  | 500 International Pkwy, Suite 100
|                       |  | Heathrow, Florida 32746          

or to such other addresses as Manager or Licensee shall designate in writing.

9.2 Survival. Unless expressly stated to the contrary, all obligations for any payment or reimbursement by one party to the other shall survive the expiration or
termination of the Term. The provisions of Article 2 and Section 7.2 of this Agreement shall survive the expiration or termination of the Term.

9.3
Partial Invalidity. If any portion of this Agreement is determined to be unlawful by the applicable licensing authority or by any court of competent jurisdiction, the balance of this Agreement shall remain in full force and effect, unless it
would cause this Agreement to be ineffective for the intended purposes, in which case this Agreement shall terminate. The parties agree, however, that any requirement imposed by the licensing authority in order to bring this Agreement into
compliance shall automatically become and remain a part of this Agreement. If any of the phrases, sentences, clauses or paragraphs contained in this Agreement shall be declared invalid by the final and unappealable order, decree, or judgment of any
court, this Agreement shall be construed as if such phrases, sentences, clauses or paragraphs had not been inserted, provided that the economic basis of this Agreement is not hereby altered.

9.4 Modifications; Waivers. This Agreement may be changed or modified as may be required from time to time by the written agreement of the Parties, such agreement
not to be unreasonably withheld. The waiver of any of the terms and conditions of this Agreement on any occasion or occasions shall not be deemed a waiver of such terms and conditions on any future occasion.

9.5 Governing Law. This Agreement shall be governed by, interpreted under, construed and enforced in accordance with the laws of the State of (state of
location of applicable restaurant).

9.6 Assignment. No party hereto may assign or transfer any of its rights or delegate any of its obligations
under this Agreement to any other person, firm or company without the written consent of the other party. Any such consent may be withheld in a partys sole and absolute discretion.

9.7 No Joint Venture. Nothing in the Agreement creates a joint venture or partnership and, except as may be expressly set forth herein, no party is given the authority to bind or obligate any other party.



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9.8 Counterparts. This Agreement may be executed in counterparts, all of which together shall form a single
document. Counterparts may be exchanged by facsimile, which shall be considered binding.

9.9 Entire Agreement. This Agreement, the Asset Purchase
Agreement, and Ancillary Agreements (as defined in the Asset Purchase Agreement) contain the entire agreement of the parties hereto, with respect to the subject matter hereof and supercedes any discussions, offers, proposals, agreements or promises
with respect thereto.

9.10 Further Assurances. The parties shall do all things necessary or appropriate to carry out the terms and provisions of
this Agreement, and to aid and assist each other in carrying out such terms and provisions and in furthering the intentions of the parties as evidenced by such terms and provisions of this Agreement.

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IN WITNESS WHEREOF, Licensee and Purchaser have duly executed this Agreement as of the date and year
first above written.



LICENSEE:Cameron Mitchell Restaurants, LLCName:Title:MANAGER:Name:Title: