EXHIBIT
      10.1

     

    Stock
      Purchase Agreement

     

    Among

    


    Wise
      Acquisition Corp.,

    


    Chanticleer
      Holdings, Inc. (solely for purposes of Section 5.11, Section 6.5, and Article
      10),

    


    Sellers
      that are party hereto,

    


    Brandon
      Realty Venture, Inc., as Seller Representative

    


    and

    


    the
      Acquired Companies.

    


    as
      of March 7,
      2008

     

      
        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      TABLE
        OF CONTENTS

       

      
        	 	 	 	
                Page

              
	 	 	 	 
	
                1.

              	
                DEFINITIONS

              	
                1

              
	 	 	 
	
                2.

              	SALE
                AND TRANSFER OF SHARES; CLOSING	
                14

              
	 	
                2.1

              	
                Delivery
                  of Estimate; Calculation of Initial Adjustment Amount

              	
                14

              
	 	
                2.2

              	
                Purchase
                  and Sale of Shares

              	
                14

              
	 	
                2.3

              	
                The
                  Closing

              	
                15

              
	 	
                2.4

              	
                Closing
                  Obligations

              	
                16

              
	 	
                2.5

              	
                Final
                  Net Working Capital Determination

              	
                21

              
	 	
                2.6

              	
                New
                  Store Purchase Price Determination

              	
                22

              
	
                 

              	
                2.7

              	
                Acquired
                  Companies Final EBITDA Determination

              	
                24

              
	 	
                2.8

              	
                Letter
                  of Credit

              	
                28

              
	 	
                2.9

              	
                Withholding

              	
                31

              
	 	 	 	 
	
                3.

              	
                REPRESENTATIONS
                  AND WARRANTIES OF SELLERS

              	
                31

              
	 	
                3.1

              	
                Organization
                  and Good Standing

              	
                31

              
	 	
                3.2

              	
                Authority;
                  No Conflict

              	
                32

              
	 	
                3.3

              	
                Capitalization

              	
                33

              
	 	
                3.4

              	
                Financial
                  Statements

              	
                34

              
	 	
                3.5

              	
                Books
                  and Records

              	
                34

              
	 	
                3.6

              	
                Title
                  to Properties; Encumbrances

              	
                35

              
	 	
                3.7

              	
                Condition
                  and Sufficiency of Assets

              	
                35

              
	 	
                3.8

              	
                No
                  Undisclosed Liabilities

              	
                35

              
	 	
                3.9

              	
                Taxes

              	
                36

              
	 	
                3.10

              	
                Employee
                  Benefits

              	
                39

              
	 	
                3.11

              	
                Compliance
                  with Legal Requirements

              	
                42

              
	 	
                3.12

              	
                Legal
                  Proceedings; Orders

              	
                43

              
	 	
                3.13

              	
                Absence
                  of Certain Changes and Events

              	
                44

              
	 	
                3.14

              	
                Contracts;
                  No Defaults

              	
                46

              
	 	
                3.15

              	
                Insurance

              	
                49

              
	 	
                3.16

              	
                Environmental
                  Matters

              	
                50

              
	 	
                3.17

              	
                Employees

              	
                52

              
	 	
                3.18

              	
                Labor
                  Relations; Compliance

              	
                53

              
	 	
                3.19

              	
                Intellectual
                  Property

              	
                53

              
	 	
                3.20

              	
                Governmental
                  Authorizations

              	
                54

              
	 	
                3.21

              	
                Suppliers

              	
                54

              
	 	
                3.22

              	
                Relationships
                  with Related Persons

              	
                55

              
	 	
                3.23

              	
                Brokers
                  or Finders

              	
                55

              
	 	
                3.24

              	
                No
                  Liability From Property Transfers

              	
                55

              
	 	
                3.25

              	
                No
                  Conflicts

              	
                55

              
	 	
                3.26

              	
                Restricted
                  Securities

              	
                55

              
	 	
                3.27

              	
                Accredited
                  Investor

              	
                56

              
	 	
                3.28

              	
                Acknowledgment

              	
                57

              
	 	
                3.29

              	
                Election
                  Acknowledgment

              	
                57

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	 	
                3.30

              	
                Disclaimer

              	
                57

              
	 	 	 	 
	
                4.

              	
                REPRESENTATIONS
                  AND WARRANTIES OF BUYER

              	
                58

              
	 	
                4.1

              	
                Organization
                  and Good Standing

              	
                58

              
	 	
                4.2

              	
                Authority;
                  No Conflict

              	
                58

              
	 	
                4.3

              	
                Investment
                  Intent

              	
                58

              
	 	
                4.4

              	
                Brokers
                  or Finders

              	
                59

              
	 	
                4.5

              	
                Acknowledgment

              	
                59

              
	 	
                4.6

              	
                Chanticleer
                  Organization and Good Standing

              	
                59

              
	 	
                4.7

              	
                Chanticleer
                  Authority; No Conflict

              	
                59

              
	 	
                4.8

              	
                Capitalization

              	
                59

              
	 	
                4.9

              	
                Securities
                  Matters

              	
                60

              
	 	
                4.10

              	
                No
                  Material Adverse Effect

              	
                60

              
	 	 	 	 
	
                5.

              	
                COVENANTS
                  OF SELLERS AND THE ACQUIRED COMPANIES

              	
                60

              
	 	
                5.1

              	
                Access
                  and Investigation

              	
                60

              
	 	
                5.2

              	
                Operation
                  of the Businesses of the Acquired Companies

              	
                60

              
	 	
                5.3

              	
                Required
                  Approvals

              	
                62

              
	 	
                5.4

              	
                Notification

              	
                63

              
	 	
                5.5

              	
                Payment
                  of Indebtedness by Related Persons

              	
                63

              
	 	
                5.6

              	
                No
                  Negotiation

              	
                63

              
	 	
                5.7

              	
                Insurance

              	
                64

              
	 	
                5.8

              	
                Employee
                  Matters

              	
                64

              
	 	
                5.9

              	
                Charity
                  Commitments

              	
                64

              
	 	
                5.10

              	
                Commercially
                  Reasonable Efforts

              	
                65

              
	 	
                5.11

              	
                Assistance
                  with Financing

              	
                65

              
	 	
                5.12

              	
                Shares
                  Held in Trust

              	
                66

              
	 	
                5.13

              	
                Powers
                  of Attorney

              	
                66

              
	 	 	 	 
	
                6.

              	
                COVENANTS
                  OF BUYER

              	
                66

              
	 	
                6.1

              	
                Approvals
                  of Governmental Bodies

              	
                66

              
	 	
                6.2

              	
                Commercially
                  Reasonable Efforts

              	
                66

              
	 	
                6.3

              	
                Notification

              	
                67

              
	 	
                6.4

              	
                Board
                  of Directors

              	
                67

              
	 	
                6.5

              	
                SEC
                  Filings and Reports

              	
                67

              
	 	
                6.6

              	
                Registration
                  Rights

              	
                68

              
	 	
                6.7

              	
                Refunds
                  and Rebates

              	
                68

              
	 	 	 	 
	
                7.

              	
                CONDITIONS
                  PRECEDENT TO BUYER’S OBLIGATION TO CLOSE

              	
                68

              
	 	
                7.1

              	
                Accuracy
                  of Representations

              	
                68

              
	 	
                7.2

              	
                Sellers’
                  Performance

              	
                69

              
	 	
                7.3

              	
                Consents

              	
                69

              
	 	
                7.4

              	
                Additional
                  Documents

              	
                69

              
	 	
                7.5

              	
                No
                  Proceedings

              	
                69

              
	 	
                7.6

              	
                No
                  Claim Regarding Stock Ownership or Sale Proceeds

              	
                70

              
	 	
                7.7

              	
                No
                  Prohibition

              	
                70

              
	 	
                7.8

              	
                Financing

              	
                70

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	 	
                7.9

              	
                Acquired
                  Companies Performance

              	
                70

              
	 	
                7.10

              	
                Employment
                  Agreements

              	
                70

              
	 	
                7.11

              	
                Sale
                  Bonus Payment Releases

              	
                70

              
	 	 	 	 
	
                8.

              	
                CONDITIONS
                  PRECEDENT TO SELLERS’ OBLIGATION TO CLOSE

              	
                70

              
	 	
                8.1

              	
                Accuracy
                  of Representations

              	
                71

              
	 	
                8.2

              	
                Buyer’s
                  Performance

              	
                71

              
	 	
                8.3

              	
                Additional
                  Documents

              	
                71

              
	 	
                8.4

              	
                No
                  Proceedings

              	
                71

              
	 	
                8.5

              	
                No
                  Prohibition

              	
                71

              
	 	 	 	 
	
                9.

              	
                TERMINATION

              	
                72

              
	 	
                9.1

              	
                Termination
                  Events

              	
                72

              
	 	
                9.2

              	
                Effect
                  of Termination

              	
                72

              
	 	 	 	 
	
                10.

              	
                INDEMNIFICATION;
                  REMEDIES

              	
                72

              
	 	
                10.1

              	
                Survival;
                  Right to Indemnification Not Affected by Knowledge

              	
                72

              
	 	
                10.2

              	
                Indemnification
                  and Payment of Damages by Sellers

              	
                73

              
	 	
                10.3

              	
                Indemnification
                  and Payment of Damages by an Individual Seller

              	
                74

              
	 	
                10.4

              	
                Indemnification
                  and Payment of Damages by Buyer and Chanticleer

              	
                74

              
	 	
                10.5

              	
                Exclusive
                  Remedy

              	
                74

              
	 	
                10.6

              	
                Time
                  Limitations

              	
                75

              
	 	
                10.7

              	
                Other
                  Limitations

              	
                75

              
	 	
                10.8

              	
                Procedure
                  for Indemnification--Third Party Claims

              	
                76

              
	 	
                10.9

              	
                Procedure
                  for Indemnification--Other Claims

              	
                78

              
	 	
                10.10

              	
                Tax
                  Matters

              	
                78

              
	 	 	 	 
	
                11.

              	
                SELLER
                  REPRESENTATIVE

              	
                83

              
	 	
                11.1

              	
                Appointment

              	
                83

              
	 	
                11.2

              	
                Authority

              	
                83

              
	 	
                11.3

              	
                Authorized
                  Actions

              	
                83

              
	 	
                11.4

              	
                Resignation
                  and Removal

              	
                84

              
	 	 	 	 
	
                12.

              	
                GENERAL
                  PROVISIONS

              	
                84

              
	 	
                12.1

              	
                Expenses

              	
                84

              
	 	
                12.2

              	
                Public
                  Announcements

              	
                84

              
	 	
                12.3

              	
                Notices

              	
                84

              
	 	
                12.4

              	
                Jurisdiction;
                  Service of Process

              	
                87

              
	 	
                12.5

              	
                Further
                  Assurances

              	
                87

              
	 	
                12.6

              	
                Waiver

              	
                87

              
	 	
                12.7

              	
                Entire
                  Agreement and Modification

              	
                87

              
	 	
                12.8

              	
                Assignments,
                  Successors, and No Third-Party Rights

              	
                88

              
	 	
                12.9

              	
                Severability

              	
                88

              
	 	
                12.10

              	
                Section
                  Headings, Construction

              	
                88

              
	 	
                12.11

              	
                Governing
                  Law

              	
                88

              
	
                 

              	
                12.12

              	
                Legal
                  Representation.

              	
                88

              
	 	
                12.13

              	
                Counterparts

              	
                89

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      
        	
                EXHIBITS
                  TO AGREEMENT

              	
                Attached

              
	 	 
	
                DISCLOSURE
                  SCHEDULE

              	
                Attached

              


      

      


      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      


      STOCK
        PURCHASE AGREEMENT

       

      This
        Stock Purchase Agreement (“Agreement”)
        is
        made as of March 7, 2008, by and among Wise Acquisition Corp., a Delaware
        corporation (“Buyer”),
        Chanticleer Holdings, Inc., a Delaware corporation (“Chanticleer”)
        (solely for purposes of Section 5.11, Section 6.5, and Article 10), Hooter’s,
        Inc., a Florida corporation (“HI”),
        the
        other companies listed on Exhibit
        A
        hereto
        (together with HI, the “Acquired
        Companies”),
        the
        selling stockholders of the Acquired Companies listed on Exhibit
        B
        hereto
        (each a “Seller”
and,
        collectively, “Sellers”)
        and
        Brandon Realty Venture, Inc., a Florida corporation, as “Seller
        Representative.”

       

      RECITALS

       

      WHEREAS,
        all of the outstanding shares of capital stock of the Acquired Companies
        listed
        on Exhibit
        C
        hereto
        that are corporations (other than HG and HMC) are owned by Sellers as shown
        on
Exhibit
        2.2(a)
        hereto;

       

      WHEREAS,
        all of the outstanding shares of capital stock of HGHC and HMHC are owned
        by
        Sellers;

       

      WHEREAS,
        all of the outstanding shares of capital stock of HG are owned by HGHC and
        all
        of the outstanding shares of capital stock of HMC are owned by HMHC;
        and

       

      WHEREAS,
        (a) Sellers who own all of the issued and outstanding shares of capital stock
        of
        HI desire to sell all of such shares to Buyer, and Buyer desires to purchase
        such shares of HI, (b) Sellers who own all of the issued and outstanding
        capital
        stock of the Acquired Companies that are corporations, other than HI, HG
        and
        HMC, desire to sell such shares to HI, and HI desires to purchase such shares
        from such Sellers, (c) Sellers who own all of the issued and outstanding
        shares
        of capital stock of HGHC desire to cause HGHC to sell to HI, and HI desires
        to
        purchase from HGHC, all of the outstanding shares of capital stock of HG,
        and
        (d) Sellers who own all of the issued and outstanding shares of capital of
        HMHC
        desire to cause HMHC to sell to HI, and HI desires to purchase from HMHC,
        all of
        the outstanding shares of capital stock of HMC (the shares of stock described
        in
        clauses (a), (b) and (c) being collectively called the “Shares”),
        for
        the consideration and on the terms set forth in this Agreement. 

       

      AGREEMENT

       

      The
        parties, intending to be legally bound, agree as follows:

       

      DEFINITIONS

       

      For
        purposes of this Agreement, the following terms have the meanings specified
        or
        referred to in this Article 1:

       

      “1999
        Agreement”—as
        defined in Section 3.14(a)(i).

       

      “2001
        Agreement”—as
        defined in Section 3.14(a)(i).

       

      “2004
        and 2005 Balance Sheets”—as
        defined in Section 3.4.

       

      “2004
        and 2005 Financial Statements”—as
        defined in Section 3.4.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      “2006
        Balance Sheet”—as
        defined in Section 3.4.

       

      “2006
        Financial Statements”—as
        defined in Section 3.4.

       

      “2007
        Financial Statements”—the
        audited combined balance sheets of HI and certain other related entities
        as at
        December 30, 2007 and the related audited combined statements of income,
        changes
        in stockholders’ equity, and cash flow for the fiscal year ended December 30,
        2007.

       

      “Acquired
        Companies”—as
        defined in the Preamble of this Agreement.

       

      “Acquired
        Companies Accounting Practices and Procedures”—the
        customary accounting methods, policies, practices and procedures, including
        classification and estimation methodology, used by the Acquired Companies
        in the
        preparation of the 2006 Financial Statements.

       

      “Acquired
        Companies Initial EBITDA”—
the
        sum of the EBITDA for the fiscal year ended December 30, 2007 of each of
        the
        Acquired Companies, except the New Store, set forth as “Acquired Companies
        Initial EBITDA” in Exhibit
        J.

       

      “Acquired
        Companies Final EBITDA”—the
        sum
        of the EBITDA for the fiscal year ended December 30, 2007 of each of the
        Acquired Companies, except the New Store, as finally determined pursuant
        to
        Section 2.7(a).

       

      “Acquired
        Companies’ Release”—as
        defined in Section 2.4(b)(ii)(D).

       

      “Acquisition
        Transaction”—as
        defined in Section 5.6.

       

      “Adjusted
        Percentage Share”—
for
        each Seller, the percentage set forth as such Seller’s “Adjusted Percentage
        Share” in Exhibit
        I.
        

       

      “Adjustment
        Draw”—as
        defined in Section 2.8(d).

       

      “Advertising
        Assumption Agreement”—as
        defined in Section 2.4(a)(ii)(M).

       

      “Affiliate”—of
        any
        particular Person means any other Person controlling, controlled by or under
        common control with such particular Person. For the purposes of this definition,
        “control” means the possession, directly or indirectly, of the power to direct
        the management and policies of a Person whether through the ownership of
        voting
        securities, contract or otherwise.

       

      “Aggregate
        Purchase Price”—the
        amount equal to (a) the Initial Cash Purchase Price, as adjusted by the
        adjustments, if any, under Section 2.5 and Section 2.7, plus
        (b)
        the
        Stock Purchase Price, as adjusted by the adjustments, if any, under Section
        2.7,
plus
        (c) the
        New Store Purchase Price. 

       

      “Agreement”—as
        defined in the Preamble of this Agreement.

       

      “Assumption
        Agreement”—as
        defined in Section 2.4(a)(ii)(H).

       

      “Authorized
        Action”—as
        defined in Section 11.3.

       

      “BofA
        Agreement”—as
        defined in Section 2.4(a)(xii).

       

      “Brandon
        Realty”—Brandon
        Realty Venture, Inc., a Florida corporation.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Brandon
        Lease Companies”—Hooters
        of Aurora, Inc., Hooters of Brandon, Inc., Hooters of Downers Grove, Inc.,
        HG,
        Hooters of Joliet, Inc., HPRI, Hooters on Roosevelt, Inc. and Hooters of
        Spring
        Hill, Inc.

       

      “Breach”—means
        an inaccurate representation or a breach of a warranty, covenant, obligation,
        or
        other provision of this Agreement or any certificate of a party to this
        Agreement delivered to the other party (or other parties) at the Closing
        will be
        deemed to have occurred if there is or has been any breach of, or any failure
        to
        perform or comply with, such warranty, covenant, obligation, or other
        provision.

       

      “Buyer”—as
        defined in the Preamble of this Agreement.

       

      “Buyer
        Indemnified Persons”—as
        defined in Section 10.2.

       

      “Buyer’s
        Advisors”—as
        defined in Section 5.1.

       

      “Buyer’s
        EBITDA Objections Statement”—as
        defined in Section 2.7(a)(i).

       

      “Buyer’s
        EBITDA Statement”—as
        defined in Section 2.7(a)(ii).

       

      “Cap”—as
        defined in Section 10.7(b).

       

      “Cash
        Percentage”—
for
        each Seller, the percentage set forth as such Seller’s “Cash Percentage” in
Exhibit
        K.

       

      “Chanticleer”—
as
        defined in the Preamble of this Agreement.

       

      “Chanticleer
        Charter”—as
        defined in Section 4.6.

       

      “Chanticleer
        Common Stock”—as
        defined in Section 2.2(b).

       

      “Chanticleer
        Material Adverse Change”—any
        change or event that has had, or would reasonably be expected to have,
        individually or in the aggregate, an effect materially adverse to the business,
        condition (financial or otherwise), or results of operations of Chanticleer
        and
        its Subsidiaries, taken as a whole; provided, however, that none of the
        following shall be deemed to constitute, and none of the following shall
        be
        taken into account in determining whether there has been, a Chanticleer Material
        Adverse Change: any adverse change, event, development, or effect arising
        from,
        resulting from or relating to (a) general business or economic conditions,
        but
        only to the extent any such change, event, development, or effect does not
        disproportionately impact Chanticleer and its Subsidiaries, (b) conditions
        within the industry in which Chanticleer and its Subsidiaries conduct business,
        but only to the extent any such change, event, development, or effect does
        not
        disproportionately impact Chanticleer and its Subsidiaries, (c) national
        or
        international political or social conditions, including the engagement by
        the
        United States in hostilities, whether or not pursuant to the declaration
        of a
        national emergency or war, or any military or terrorist attack upon the United
        States, or any of its territories, possessions, or diplomatic or consular
        offices or upon any military installation, equipment or personnel of the
        United
        States and (d) any change in accounting principles, rules or procedures
        announced by the Financial Accounting Standards Board.

       

      “Chanticleer
        Shares”—as
        defined in Section 2.2(b).

       

      “Charity
        Commitments”—as
        defined in Section 5.9.

       

      “Closing”—as
        defined in Section 2.3(a).

       

      “Closing
        Date”—as
        defined in Section 2.3(a).

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “Code”—the
        Internal Revenue Code of 1986, as amended, and regulations and rules issued
        pursuant to that Code or any successor law.

       

      “Consent”—any
        approval, consent, ratification, waiver, notice, or other authorization
        (including any Governmental Authorization).

       

      “Consulting
        Termination Agreement”—the
        Agreement of Termination, dated as of April 23, 2007, by and among Edward
        Droste, the Acquired Companies and certain Affiliates of the Acquired Companies.
        

       

      “Contemplated
        Transactions”—the
        following transactions contemplated by this Agreement:

       

      (a)
         the
        sale
        of the Shares by Sellers to Buyer or HI, and the purchase of such Shares
        by
        Buyer or HI, as specified in this Agreement; 

       

      (b)
         the
        receipt and ownership of shares of Chanticleer Common Stock by Option 1 Sellers
        under the terms of this Agreement; and

       

      (c)
         the
        execution, delivery, and performance of the Lease Agreements, the Noncompetition
        Agreements, the Employment Agreements, the Assumption Agreement, the Advertising
        Assumption Agreement, the Marketing Services Agreement and the Transition
        Services Agreement.

       

      “Contract”—any
        agreement, contract, license, sublicense, covenant not to compete, exclusivity
        arrangement, obligation, promise, or undertaking (whether written or oral
        and
        whether express or implied) (a) that is legally binding on any of the Acquired
        Companies, (b) under which any Acquired Company has or may acquire or license
        any rights, (c) under which any Acquired Company has or may become subject
        to
        any obligation or liability, or (d) by which any Acquired Company or any
        of the
        assets owned, licensed or used by it is or may become bound.

       

      “Damages”—as
        defined in Section 10.2.

       

      “Deductible”—as
        defined in Section 10.7(a).

       

      “Di
        Giannantonio Revocable Trust”—in
        the
        case of (a) Gilbert Di Giannantonio, the Gilbert Di Giannantonio Revocable
        Trust
        dated October 30, 1997 (as amended), FBO Gilbert Di Giannantonio, of which
        Gilbert Di Giannantonio and Paulette Di Giannantonio are co-trustees, or
        (b)
        Paulette Di Giannantonio, the Paulette Di Giannantonio Revocable Trust dated
        October 30, 1997 (as amended), FBO Paulette Di Giannantonio, of which Paulette
        Di Giannantonio is trustee.

       

      “Disclosure
        Schedule”—the
        disclosure schedule attached to this Agreement. When
        the
        term “Disclosure Schedule” is used in reference to a Seller or Sellers, it shall
        mean the Disclosure Schedule that pertains to Article 3 of this Agreement,
        and
        when such term is used in reference to Buyer, it shall mean the Disclosure
        Schedule that pertains to Article 4 of this Agreement.

       

      “Dispute
        Independent Auditor”—as
        defined in Section 2.5(a).

       

      “EBITDA”—the
        earnings before interest expense, income tax, depreciation and amortization,
        with the adjustments set forth in Exhibit
        D.

       

      “EBITDA
        Adjustment Amount”—as
        defined in Section 2.7(c).

       

      “EBITDA
        Deficiency Adjustment Amount”—as
        defined in Section 2.7(b)

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      “EBITDA
        Excess Adjustment Amount”—as
        defined in Section 2.7(b)

       

      “EBITDA
        Multiple”—for
        each Seller, the number set forth opposite such Seller’s name in Exhibit
        H.

       

      “Edward
        Droste Release”—as
        defined in Section 2.4(a)(vii).

       

      “Employment
        Agreements”—as
        defined in Section 7.10.

       

      “Encumbrance”—any
        charge, claim, community property interest, equitable interest, lien, option,
        pledge, security interest, mortgage, challenge to title, chain of title defect,
        revocation right, termination right, reversionary interest, reservation of
        rights, right of first or last negotiation, refusal or offer, or restriction
        of
        any kind, including any restriction on use, voting, transfer, receipt of
        royalties, fees or other income, or exercise of any other attribute of
        ownership.

       

      “Environment”—soil,
        land surface or subsurface strata, surface waters (including navigable waters,
        ocean waters, streams, ponds, drainage basins, and wetlands), groundwaters,
        drinking water supply, stream sediments, ambient air (including indoor air),
        plant and animal life, and any other environmental medium or natural
        resource.

       

      “Environmental
        Law”—any
        Legal Requirement that requires or relates to:

       

      (a)
         protecting
        human health;

       

      (b)
         advising
        appropriate authorities, employees, and the public of intended or actual
        releases of pollutants or hazardous substances or materials, violations of
        discharge limits, or other prohibitions and of the commencements of activities,
        such as resource extraction or construction, that could have significant
        impact
        on the Environment;

       

      (c)
         preventing
        or reducing to acceptable levels the release of pollutants or hazardous
        substances or materials into the Environment;

       

      (d)
         reducing
        the quantities, preventing the release, or minimizing the hazardous
        characteristics of wastes that are generated;

       

      (e)
         assuring
        that products are designed, formulated, packaged, and used so that they do
        not
        present unreasonable risks to human health or the Environment when used or
        disposed of;

       

      (f)
         protecting
        resources, species, or ecological amenities;

       

      (g)
         reducing
        to acceptable levels the risks inherent in the transportation of hazardous
        substances, pollutants, oil, or other potentially harmful
        substances;

       

      (h)
         cleaning
        up pollutants that have been released, preventing the threat of release,
        or
        paying the costs of such clean up or prevention; or

       

      (i)
         making
        responsible parties pay private parties, or groups of them, for damages done
        to
        their health or the Environment, or permitting self-appointed representatives
        of
        the public interest to recover for injuries done to public assets.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      “Environmental
        Permits”—all
        Governmental Authorizations pursuant to Environmental Laws. 

       

      “Environmental,
        Health, and Safety Liabilities”—any
        cost, damages, expense, liability, obligation, or other responsibility arising
        from or under Environmental Law or Occupational Safety and Health Law and
        consisting of or relating to:

       

      (a)
         any
        environmental, health, or safety matters or conditions (including on-site
        or
        off-site contamination, occupational safety and health, and regulation of
        chemical substances or products);

       

      (b)
         fines,
        penalties, judgments, awards, settlements, legal or administrative proceedings,
        damages, losses, claims, demands and response, investigative, remedial, or
        inspection costs and expenses arising under Environmental Law or Occupational
        Safety and Health Law;

       

      (c)
         financial
        responsibility under Environmental Law or Occupational Safety and Health
        Law for
        cleanup costs or corrective action, including any investigation, cleanup,
        removal, containment, or other remediation or response actions (“Cleanup”)
        required by applicable Environmental Law or Occupational Safety and Health
        Law
        (whether or not such Cleanup has been required or requested by any Governmental
        Body or any other Person) and for any natural resource damages; or

       

      (d)
         any
        other
        compliance, corrective, investigative, or remedial measures required under
        Environmental Law or Occupational Safety and Health Law.

       

      The
        terms
“removal,” “remedial,” and “response action,” include the types of activities
        covered by the United States Comprehensive Environmental Response, Compensation,
        and Liability Act, 42 U.S.C. § 9601 et seq., as amended.

       

      “ERISA”—as
        defined in Section 3.10(a). 

       

      “ERISA
        Affiliate”—as
        defined in Section 3.10(f).

       

      “Estimated
        Net Working Capital”—as
        defined in Section 2.1(a).

       

      “Estimated
        New Store Purchase Price”—as
        defined in Section 2.6(a).

       

      “Exchange
        Act”—the
        Securities Exchange Act of 1934, as amended, and regulations and rules issued
        pursuant to that act or any successor law.

       

      “Facilities”—any
        real property, leaseholds, or other interests owned or operated by any Acquired
        Company and any buildings, plants, structures, or equipment (including motor
        vehicles) owned or operated by any Acquired Company.

       

      “Final
        Allocation”—as
        defined in Section 10.10(h)(iii).

       

      “Financial
        Statements”—as
        defined in Section 3.4.

       

      “Financing”—as
        defined in Section 7.8.

       

      “GAAP”—generally
        accepted United States accounting principles, applied on a basis consistent
        with
        the basis on which the 2006 Financial Statements were prepared.

       

      “Governmental
        Authorizations”—all:

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      permits;

       

      licenses
        (including, but not limited to, licenses to sell alcoholic
        beverages);

       

      authorizations;
        and

       

      approvals;

       

      issued
        by
        any Governmental Bodies.

       

      “Governmental
        Body”—any
        federal, state, local, municipal or other government (including any governmental
        division, subdivision, department, agency, authority, bureau, branch, office,
        commission, council, board, instrumentality, official, representative,
        organization, unit, body, or entity). 

       

      “Hazardous
        Activity”—the
        distribution, generation, handling, importing, management, manufacturing,
        processing, production, refinement, Release, storage, transfer, transportation,
        treatment, or use (including any withdrawal or other use of groundwater)
        of
        Hazardous Materials in, on, under, about, or from the Facilities or any part
        thereof into the Environment and any other act, business, operation, or thing
        that increases the danger, or risk of danger, or poses an unreasonable risk
        of
        harm to persons or property on or off the Facilities, or that may materially
        adversely affect the value of the Facilities or the Acquired
        Companies.

       

      “Hazardous
        Materials”—any
        waste or other substance that is listed, defined, designated, or classified
        as,
        or otherwise determined to be, hazardous, radioactive, or toxic or a pollutant
        or a contaminant under or pursuant to any Environmental Law, including any
        admixture or solution thereof, and specifically including petroleum and all
        derivatives thereof or synthetic substitutes therefor and asbestos or
        asbestos-containing materials.

       

      “HG”—Hooters
        on Golf, Inc., a Florida corporation.

       

      “HG
        Shares”—all
        of
        the issued and outstanding shares of capital stock of HG.

       

      “HGHC”—Hooters
        on Golf Holding Co., a Florida corporation.

       

      “HGLC”—Hooters
        on Golf Land Co., a Florida corporation.

       

      “HI”—as
        defined in the Preamble of this Agreement.

       

      “HI
        Acquisition”—as
        defined in Section 2.2(a).

       

      “HI
        Limited Partnership”—HI
        Limited Partnership, a Florida limited partnership.

       

      “HI
        Shares”—all
        of
        the issued and outstanding shares of capital stock of HI.

       

      “HMC”—Hooters
        Management Corporation, a Florida corporation.

       

      “HMC
        Shares”—all
        of
        the issued and outstanding shares of capital stock of HMC.

       

      “HMHC”—Hooters
        Management Holding Co., a Florida corporation. 

       

      “HMLC”—Hooters
        Management Land Co., a Florida corporation.

       

      “HOA”—as
        defined in Section 3.14(a)(i).

       

      “HOA
        Agreements”—as
        defined in Section 3.14(a)(i).

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      “HOA
        Acquisition Transaction”—any
        transaction involving the acquisition of a substantial portion of the business,
        assets or capital stock of HOA or its material Subsidiaries, or any merger,
        consolidation, business combination, or similar transaction involving HOA
        or its
        material Subsidiaries.

       

      “Hooters
        Trademarks”—the
        trademarks and service marks listed in Exhibit
        F.

       

      “HPRI”—Hooters
        of Port Richey, Inc., a Florida corporation.

       

      “HPRI
        Dock Landlord”—as
        defined in Section 2.4(a)(xi).

       

      “HPRI
        Dock Lease”—as
        defined in Section 2.4(a)(xi).

       

      “Illinois
        Land Trust”—Trust
        Number 3386, an Illinois Land Trust.

       

      “Indebtedness”—without
        duplication, (a) obligations created, issued, or incurred by an Acquired
        Company
        for borrowed money (whether by loan, the issuance and sale of debt securities,
        or the sale of property to another Person subject to an understanding or
        agreement, contingent or otherwise, to repurchase such property from such
        Person
        and including all accrued interest and any termination fees or prepayment
        penalties); (b) obligations of an Acquired Company to pay the deferred purchase
        or acquisition price of property, other than trade accounts payable (other
        than
        for borrowed money) arising, and accrued expenses incurred, in the Ordinary
        Course of Business; (c) indebtedness of others secured by a lien on the property
        of an Acquired Company, whether or not the indebtedness so secured has been
        assumed by such Acquired Company, excluding, if such Acquired Company is
        the
        lessee of property (whether pursuant to an operating lease or capital lease),
        liens on such property securing indebtedness of the lessor; (d) amounts drawn
        on
        letters of credit, surety bonds or similar obligations of an Acquired Company
        and not repaid to the issuer of the letter of credit, surety bond or similar
        obligation as of or immediately prior to the Closing; (e) capital lease
        obligations of an Acquired Company; and (f) indebtedness of others guaranteed
        by
        such Person to the extent of the amount of such indebtedness that such Person
        has agreed to guarantee; provided, however, that Indebtedness shall not include
        any items assumed under the Assumption Agreement.

       

      “Indebtedness
        Payoff Amount”—the
        amount required to repay all Indebtedness of the Acquired Companies outstanding
        as of immediately prior to the Closing.

       

      “Independent
        Auditor”—as
        defined in Section 3.4.

       

      “Initial
        Adjustment Amount”—as
        defined in Section 2.1(b).

       

      “Initial
        Cash Purchase Price”—the
        total amount of cash to be paid to the Sellers under Section
        2.2(b)(i).

       

      “Initial
        Payment Certificate”—as
        defined in Section 2.1(a).

       

      “Intellectual
        Property”—all
        of
        the following in any jurisdiction throughout the world: (a) all patents;
        (b) all
        trademarks, service marks, trade dress, logos, slogans, trade names, together
        with all applications, registrations, and renewals in connection therewith;
        (c)
        all corporate names; (d) all Internet domain names and website addresses;
        (e)
        all rights to telephone numbers; (f) all copyrightable works, all copyrights,
        and all applications, registrations, and renewals in connection therewith;
        (g)
        all trade secrets and confidential business information (not including any
        trade
        secrets or confidential business information that has become publicly known,
        or
        generally known within the restaurant industry or any segment of the restaurant
        industry, or known by any competitor of any of the Acquired Companies without
        an
        express disclosure of such trade secret or information by any of the Acquired
        Companies); (h) all rights to use the names and likenesses of natural persons
        and so called “publicity rights”; and (i) all computer software (including data
        and related documentation).

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      “Interim
        Balance Sheet”—as
        defined in Section 3.4.

       

      “Interim
        Financial Statements”—as
        defined in Section 3.4.

       

      “Investment
        Company Act”—the
        Investment Company Act of 1940, as amended, and regulations and rules issued
        pursuant to that act or any successor law.

       

      “IRS”—the
        United States Internal Revenue Service or any successor agency, and, to the
        extent relevant, the United States Department of the Treasury.

       

      “Knowledge”—

       

      (a)
         A
        Seller
        will be deemed to have “Knowledge” of a particular fact or other matter if such
        individual is a director of any Acquired Company and is actually aware of
        such
        fact or other matter.

       

      (b)
         The
        Acquired Companies will be deemed to have “Knowledge” of a particular fact or
        other matter if Neil Kiefer or Bruce Clark is actually aware of such fact
        or
        other matter or if Neil Kiefer or Bruce Clark could be expected to discover
        or
        otherwise become aware of such fact or other matter if Neil Kiefer or Bruce
        Clark, acting within the scope of his duties to the Acquired Companies, had
        conducted a reasonable investigation within the Acquired Companies concerning
        the existence of such fact or other matter (taking into account, in determining
        whether a reasonable investigation has been made, the nature and size of
        the
        Acquired Companies and the customary reporting relationships within the Acquired
        Companies).

       

      “Lease
        Agreements”—as
        defined in Section 2.4(a)(iv). 

       

      “Legal
        Requirement”—any
        federal, state, local, municipal, foreign, international, multinational,
        or
        other administrative order, constitution, law, ordinance, principle of common
        law, regulation, rule, statute, or treaty.

       

      “Letter
        of Credit”—as
        defined in Section 2.8.

       

      “license”—license
        or sublicense, whether or not capitalized. 

       

      “Marketing
        Services Agreement”—as
        defined in Section 2.4(c).

       

      “Material
        Adverse Change”—any
        change or event that has had, or would reasonably be expected to have,
        individually or in the aggregate, an effect materially adverse to the business,
        condition (financial or otherwise), or results of operations of the Acquired
        Companies, taken as a whole, or on the ability of any of the Acquired Companies
        or Sellers to consummate the Contemplated Transactions or to perform any
        of
        their respective material obligations under this Agreement or other transaction
        documents with respect to this Agreement; provided, however, that none of
        the
        following shall be deemed to constitute, and none of the following shall
        be
        taken into account in determining whether there has been, a Material Adverse
        Change: any adverse change, event, development, or effect arising from,
        resulting from or relating to (a) general business or economic conditions,
        but
        only to the extent any such change, event, development, or effect does not
        disproportionately impact the Acquired Companies, (b) conditions within the
        industry in which the Acquired Companies conduct business, but only to the
        extent any such change, event, development, or effect does not
        disproportionately impact the Acquired Companies, (c) national or international
        political or social conditions, including the engagement by the United States
        in
        hostilities, whether or not pursuant to the declaration of a national emergency
        or war, or any military or terrorist attack upon the United States, or any
        of
        its territories, possessions, or diplomatic or consular offices or upon any
        military installation, equipment or personnel of the United States and (d)
        any
        change in accounting principles, rules or procedures announced by the Financial
        Accounting Standards Board.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      “Multiemployer
        Plan”—as
        defined in Section 3.10(f). 

       

      “Net
        Working Capital”— the
        result of (i) the sum of all current assets of the Acquired Companies (excluding
        any assets assigned under the Assumption Agreement), minus (ii) the sum of
        all
        current liabilities (excluding Indebtedness and the items assumed under the
        Assumption Agreement) of the Acquired Companies, in each case determined
        in
        accordance with GAAP applied on a basis consistent with the Acquired Companies
        Accounting Practices and Procedures, as adjusted to remove those items which
        as
        a result of the consummation of the transactions contemplated by this Agreement
        would not be included as a current asset or current liability on the
        consolidated balance sheet of Buyer and its Subsidiaries immediately after
        the
        Closing. For the avoidance of doubt, the Sellers’ Expenses shall not be deemed
        to be a current liability of the Acquired Companies. 

       

      “Net
        Working Capital Adjustment Amount”—as
        defined in Section 2.5(c).

       

      “Net
        Working Capital Objections Statement”—as
        defined in Section 2.5(a).

       

      “Net
        Working Capital Statement”—as
        defined in Section 2.5(a).

       

      “New
        Store”—the
        Restaurant owned and operated by Hooters of Melrose Park, Inc. pursuant to
        a
        valid and enforceable license to use the Hooters Trademarks and operate it
        as a
        Hooters restaurant.

       

      “New
        Store Adjusted Percentage Share”—
for
        each Seller, the percentage set forth as such Seller’s “New Store Adjusted
        Percentage Share” in Exhibit
        E.

       

      “New
        Store End Date”—the
        last day of the New Store Period.

       

      “New
        Store Objections Statement”—as
        defined in Section 2.6(a).

       

      “New
        Store Payment”—as
        defined in Section 2.6(b).

       

      “New
        Store Period”—the
        first
        13 full four week reporting periods completed after the New Store first opened
        for business to the public. 

       

      “New
        Store Purchase Price”—the
        amount equal to the product of (a) the New Store Weighted Average EBITDA
        Multiple, multiplied
        by
        (b) the
        New Store’s EBITDA for the New Store Period.

       

      “New
        Store Statement”—as
        defined in Section 2.6(a).

       

      “New
        Store Weighted Average EBITDA Multiple”—the
        number set forth as “New Store Weighted Average EBITDA Multiple” in Exhibit
        L.

       

      “Noncompetition
        Agreements”—as
        defined in Section 2.4(a)(i)(C).

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      “Occupational
        Safety and Health Law”—any
        Legal Requirement designed to provide safe and healthful working conditions
        and
        to reduce occupational safety and health hazards.

       

      “Option
        1 Seller”—a
        Seller that will receive cash consideration and Chanticleer Common Stock
        consideration in accordance with Exhibit
        2.2(b)(ii).

       

      “Option
        2 Seller”—a
        Seller that will receive only cash consideration in accordance with Exhibit
        2.2(b)(ii).

       

      “Order”—any
        award, decision, injunction, judgment, order, ruling, or verdict entered,
        issued, made, or rendered by any court, administrative agency, or other
        Governmental Body or by any arbitrator and any settlement or agreement which
        the
        parties thereto have agreed shall be administered or enforced by a court
        or
        arbitral body.

       

      “Ordinary
        Course of Business”—an
        action taken by a Person will be deemed to have been taken in the “Ordinary
        Course of Business” only if such action is consistent with the past practices of
        such Person and is taken in the ordinary course of the normal operations
        of such
        Person.

       

      “Organizational
        Documents”—(a)
        the
        articles or certificate of incorporation and the bylaws of a corporation;
        (b)
        the limited partnership agreement and the certificate of limited partnership
        of
        a limited partnership; and (c) any amendment to any of the
        foregoing.

       

      “Ownership
        Interests”—the
        Shares and the Partnership Interests. 

       

      “Partnership
        Interests”—the
        partnership interests of Hooters of Manhattan, Ltd.

       

      “Percentage
        Share”—for
        each Seller, the percentage set forth as such Seller’s “Percentage Share” in
Exhibit
        G.

       

      “Permitted
        Encumbrances”—as
        defined in Section 3.6.

       

      “Person”—any
        individual, corporation (including any non-profit corporation), general or
        limited partnership, limited liability company, joint venture, organization,
        or
        other entity (but not including a Governmental Body).

       

      “Proceeding”—any
        action, arbitration, audit, hearing, investigation, mediation, suit or other
        litigation (whether civil, criminal, administrative or investigative) commenced,
        brought, conducted, or heard by or before, or otherwise involving, any
        Governmental Body, court, arbitrator or mediator.

       

      “Proposed
        Allocation”—as
        defined in Section 10.10(h)(iii).

       

      “Proprietary
        Rights Agreement”—as
        defined in Section 3.17(b).

       

      “Ranieri
        Revocable Trust”—in
        the
        case of (a) Eleanor Ranieri, the Eleanor Ranieri Revocable Living Trust dated
        December 19, 1991 (as amended), of which Eleanor Ranieri and William Ranieri
        are
        co-trustees, or (b) William Ranieri, the William R. Ranieri Revocable Living
        Trust dated December 19, 1991 (as amended), of which Eleanor Ranieri and
        William
        Ranieri are co-trustees.

       

      “Related
        Person”—any
        member of an individual’s immediate family or Affiliate thereof.

       

      “Release”—any
        spilling, leaking, emitting, discharging, depositing, escaping, leaching,
        dumping, or other releasing into the Environment, whether intentional or
        unintentional.

       

      “Remaining
        Companies Acquisition”—as
        defined in Section 2.2(a).

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      “Remaining
        Companies Interests”—all
        of
        the Shares (other than the issued and outstanding shares of capital stock
        of
        HI).

       

      “Representative”—with
        respect to a particular Person, any director, officer, employee, agent,
        consultant, advisor, or other representative of such Person, including legal
        counsel, accountants, prospective lenders, and financial advisors.

       

      “Required
        Financial Information”—as
        defined in Section 5.11.

       

      “Restaurants”—the
        restaurants operated by the Acquired Companies or an Affiliate of the Acquired
        Companies.

       

      “Sale
        Bonus Payment Releases”—as
        defined in Section 7.11.

       

      “Sale
        Bonus Payments”—amounts
        owed to each of Neil Kiefer, Bruce Clark and Sal Melilli under his Sale
        Participation Agreement.

       

      “Sale
        Participation Agreement”—
in
        the
        case of (a) Neil Kiefer, an Amended and Restated Sale Participation Agreement,
        dated October 13, 1999, by and among, inter alia, HMC and Neil Kiefer, (b)
        Bruce
        Clark, an Amended and Restated Sale Participation Agreement, dated October
        13,
        1999, by and among, inter alia, HMC and Bruce Clark, or (c) Sal Melilli,
        a Sale
        Participation Agreement, dated September 12, 2006, by and among, inter alia,
        HMC
        and Sal Melilli.

       

      “SEC”—the
        Securities and Exchange Commission.

       

      “Section
        338 Allocation Forms”—as
        defined in Section 10.10(h)(iii).

       

      “Section
        338 Election Forms”—as
        defined in Section 10.10(h)(ii).

       

      “Section
        338 Elections”—as
        defined in Section 10.10(h)(i).

       

      “Securities
        Act”—the
        Securities Act of 1933, as amended, and regulations and rules issued pursuant
        to
        that act or any successor law.

       

      “Seller(s)”—as
        defined in the Preamble of this Agreement.

       

      “Seller
        Indemnified Persons”—as
        defined in Section 10.4.

       

      “Seller
        Individual Representations”—as
        defined in Article 3.

       

      “Seller
        Representative”—as
        defined in the Preamble of this Agreement.

       

      “Seller
        Revocable Trust”—in
        the
        case of (a) Gilbert Di Giannantonio, his Di Giannantonio Revocable Trust,
        (b)
        Paulette Di Giannantonio, her Di Giannantonio Revocable Trust, (c) Susan
        G.
        Johnson, The Susan G. Johnson Revocable Living Trust dated September 7, 2006,
        of
        which Susan G. Johnson is trustee, (d) Eleanor Ranieri, her Ranieri Revocable
        Trust, or (e) William Ranieri, his Ranieri Revocable Trust.

       

      “Sellers’
        Closing Documents”—as
        defined in Section 3.2(a). 

       

      “Sellers’
        EBITDA Objections Statement”—as
        defined in Section 2.7(a)(ii).

       

      “Sellers’
        EBITDA Statement”—as
        defined in Section 2.7(a)(i). 

       

      “Sellers’
        Expenses”—all
        fees and expenses payable to the Acquired Companies’ and Sellers’ advisors in
        connection with the transactions contemplated by this Agreement, in each
        case to
        the extent unpaid as of the Closing Date.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      “Sellers
        Fundamental Representation(s)”—as
        defined in Section 10.6.

       

      “Seller’s
        Release”—as
        defined in Section 2.4(a)(i)(B).

       

      “Serviced
        Companies”—Brandon
        Realty, BWC LP Co., Florida Hooters LLC, Hampton Road Development LLP, HG
        Casino
        Management Inc., Hooters Foods, Inc., Hooters Gaming Corporation, Hooters
        Gaming
        LLC, Hooters of Palm Harbor, Inc., Hooters of Staten Island Ltd., Hooters
        of
        Staten Island, Inc., Hooters of Vernon Hills, Inc., Illinois Land Trust,
        Moes of
        Oakbrook, LLC, NGK LP Co., Pete & Shorty’s of Clearwater, Inc., Pete &
Shorty’s, Inc., Southwest Grill Development, LLC, HGHC, HGLC, HMHC and
        HMLC.

       

      “Shareholders
        Agreement”—the
        Amended and Restated Shareholders Agreement dated as of May 20, 1994, by
        and
        among William and Eleanor Ranieri, Gilbert and Paulette Di Giannantonio,
        Dennis
        and Susan Johnson, Edward Droste and Pamela Blakely.

       

      “Shares”—as
        defined in the Recitals of this Agreement.

       

      “Stock
        Percentage”—
for
        each Seller, the percentage set forth as such Seller’s “Stock Percentage” in
Exhibit
        K.

       

      “Stock
        Purchase Price”—the
        value of Chanticleer Shares to be paid to the Sellers under Section 2.2(b)(ii).
        

       

      “Straddle
        Period”—as
        defined in Section 10.10(a). 

       

      “Subsidiary”—with
        respect to any Person (the “Owner”),
        any
        corporation or other Person of which securities or other interests having
        the
        power to elect a majority or plurality of that corporation’s or other Person’s
        board of directors or similar governing body, or otherwise having the power
        to
        direct the business and policies of that corporation or other Person are
        held by
        the Owner or one or more of its Subsidiaries.

       

      “Tail
        Letter of Credit”—as
        defined in Section 2.8(a).

       

      “Target
        Benefit Plan”—as
        defined in Section 3.10(a). 

       

      “Target
        Net Working Capital”—means
        $1,082,000.

       

      “Tax”—any
        and
        all taxes, including, without limitation: (a) any net income, alternative
        or
        add-on minimum, gross income, gross receipts, sales, use, ad valorem, value
        added, transfer, franchise, profits, license, registration, recording,
        documentary, conveyancing, gains, withholding, payroll, employment, excise,
        severance, stamp, occupation, premium, property, environmental or windfall
        profit, custom duty or other tax, governmental fee or other like assessment
        or
        charge of any kind whatsoever, together with any interest, penalty, addition
        to
        tax or additional amount imposed by any Governmental Body responsible for
        the
        imposition of any such tax (United States (federal, state or local) or foreign);
        (b) in the case of any Acquired Company, liability for the payment of any
        amount
        described in clause (a) as a result of being or having been before the date
        hereof a member of an affiliated, consolidated, combined or unitary group;
        and
        (c) liability for the payment of any amounts of the type described in clause
        (a)
        as a result of being party to any agreement or any express or implied obligation
        to indemnify any other Person.

       

      “Tax
        Claim”—as
        defined in Section 10.10(e). 

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

    

    


    “Tax
      Indemnification Agreement”—the
      Tax
      Indemnification Agreement dated as of April 23, 2007, by and among Edward
      Droste, the Acquired Companies and certain Affiliates of the Acquired Companies.
      

     

    “Tax
      Period”—any
      period prescribed by any Governmental Body for which a Tax Return is required
      to
      be filed or a Tax is required to be paid.

     

    “Tax
      Return”—any
      return, report, information return, or other document (including schedules
      thereto, other attachments thereto, amendments thereof, or any related or
      supporting information) filed or required to be filed with any taxing authority
      in connection with the determination, assessment, or collection of any Tax
      or
      the administration of any laws, regulations, or administrative requirements
      relating to any Tax.

     

    “Threat
      of Release”—a
      substantial likelihood of a Release that may require action in order to prevent
      or mitigate damage to the Environment that may result from such
      Release.

     

    “Threatened”—a
      claim, Proceeding, dispute, action, or other matter will be deemed to have
      been
“Threatened” against a Person if, to the Knowledge of Sellers and the Acquired
      Companies, any demand, statement or notice in the nature of a threat of a claim
      or Proceeding has been made in writing or, to the actual knowledge of Neil
      Kiefer or Bruce Clark, with no duty to investigate, orally. 

     

    “Transition
      Services Agreement”—as
      defined in Section 2.4(a)(ii)(F).

     

    “Wachovia
      Agreement”—as
      defined in Section 2.4(a)(xiii).

     

    SALE
      AND TRANSFER OF SHARES; CLOSING

     

    Delivery
      of Estimate; Calculation of Initial Adjustment Amount

     

    Not
      later
      than two (2) business days prior to the Closing Date, the Acquired Companies
      shall deliver to Buyer a certificate (the “Initial
      Payment Certificate”)
      setting forth (i) a good faith estimate of the Net Working Capital as of 11:59
      p.m. Tampa, Florida time on the day immediately preceding the Closing Date
      (such
      estimate is referred to as the “Estimated
      Net Working Capital”),
      (ii)
      the Indebtedness Payoff Amount, (iii) the Sellers’ Expenses, and (iv) the Sale
      Bonus Payments. 

     

    For
      purposes hereof, the “Initial
      Adjustment Amount”
means
      an amount equal to (A) the amount, if any, by which the Estimated Net Working
      Capital exceeds the Target Net Working Capital, minus
      (B) the
      amount, if any, by which the Target Net Working Capital exceeds the Estimated
      Net Working Capital, minus
      (C) the
      Sellers’ Expenses, minus
      (D) the
      Indebtedness Payoff Amount.

     

    Purchase
      and Sale of Shares

     

    At
      the
      Closing, upon the terms and subject to the conditions set forth in this
      Agreement, (i) each Seller shall sell, assign and transfer to Buyer, and Buyer
      shall purchase and acquire from each such Seller, all of the HI Shares held
      by
      such Seller as such ownership is set forth in Exhibit
      2.2(a)
      (the
“HI
      Acquisition”)
      (ii)
      immediately following the HI Acquisition, each Seller shall sell, assign,
      transfer, and convey to HI, and HI shall purchase and acquire from each such
      Seller, and Buyer shall cause HI to purchase
      and acquire from each Seller, all of the Remaining Companies Interests (other
      than the HG Shares and HMC Shares) held by such Seller as such ownership is
      set
      forth in Exhibit
      2.2(a)
      and
      (iii) immediately following the HI Acquisition, Sellers shall cause HGHC to
      sell, assign, transfer, and convey to HI, and HI shall purchase and acquire
      from
      HGHC, the HG Shares, and (iv) immediately following the HI Acquisition, Sellers
      shall cause HMHC to sell, assign, transfer, and convey to HI, and HI shall
      purchase and acquire from HMHC, the HMC Shares (the acquisition of shares of
      capital stock being described in subsections (ii),(iii) and (iv) above being
      collectively called the “Remaining
      Companies Acquisition”).
      Buyer
      agrees to pay the Aggregate Purchase Price to Sellers for the Shares in
      accordance with the terms of this Agreement. 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    At
      the
      Closing, Buyer shall pay (i) to each Seller, by wire transfer of immediately
      available funds to the account designated by such Seller, the sum of (x) the
      amount of cash set forth opposite such Seller’s name in the “Amount of Cash”
column of Exhibit
      2.2(b)(ii)
      and (y)
 the
      product of the Initial Adjustment Amount (which may be a positive or negative
      amount or zero), multiplied
      by such
      Seller’s Adjusted Percentage Share and (ii) to each Option 1 Seller, the number
      of shares of common stock of Chanticleer, par value $0.0001 per share
      (“Chanticleer
      Common Stock”),
      set
      forth opposite such Seller’s name in the “Number of Shares of Chanticleer Common
      Stock” column of Exhibit
      2.2(b)(ii) (the
      “Chanticleer
      Shares”).
      Buyer
      and the Seller Representative shall complete the “Number of Shares of
      Chanticleer Common Stock” column of Exhibit
      2.2(b)(ii)
      at or
      prior to the Closing. For purposes of this Section 2.2(b) and Exhibit
      2.2(b)(ii),
      the
      value of each share of Chanticleer Common Stock shall be the cash purchase
      price
      per share of Chanticleer Common Stock paid by each equity investor in connection
      with the Financing (irrespective of any warrants exercisable for Chanticleer
      Common Stock issued to the purchasers of Chanticleer Common Stock in connection
      with the Financing); provided that if Chanticleer or any of its Affiliates
      enters into an HOA Acquisition Transaction or publicly announces the execution
      of a letter of intent relating thereto prior to Closing, such value shall not
      exceed $7.00 per share after giving effect to a 10 for 1 reverse stock split
      of
      the Chanticleer Common Stock. Any warrants issued to the purchasers of
      Chanticleer Common Stock in connection with the Financing as of the Closing
      shall have an exercise price per share not less than the cash purchase price
      per
      share of Chanticleer Common Stock paid by each equity investor in connection
      with the Financing, subject to customary adjustments for stock splits, stock
      dividends, combinations, recapitalizations and the like.

     

    The
      Closing

     

    Subject
      to the terms and conditions of this Agreement, the closing of the transactions
      contemplated by this Agreement (the “Closing”)
      shall
      take place at the offices of HMC, 107 Hampton Road, Suite 200, Clearwater,
      FL
      33759, at 9:00 am local time on the second business day following satisfaction
      or waiver of all of the closing conditions set forth in Articles 7 and 8 (other
      than those to be satisfied at the Closing) or at such other location and on
      such
      other date as is mutually agreed to by Buyer and Sellers. The date on which
      the
      Closing shall occur is referred to herein as the “Closing
      Date.”

     

    
      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

    

    


    Closing
      Obligations

     

    Obligations
      of Sellers at Closing:

     

    each
      Seller will deliver to Buyer:

     

    the
      certificate(s) representing all of the shares of capital stock of HI held by
      such Seller duly endorsed for transfer or accompanied by appropriate transfer
      documents;

     

    a
      release in the form of Exhibit
      2.4(a)(i)(B)
      executed by each Seller (the “Seller’s
      Release”);
      

     

    a
      noncompetition agreement in the form of Exhibit
      2.4(a)(i)(C)
      executed by each Seller (all of such noncompetition agreements being
      collectively called the “Noncompetition
      Agreements”);
      

     

    Sellers
      will deliver to Buyer:

     

    the
      executed Letter of Credit;

     

    a
      termination of the Shareholders Agreement and a waiver of any prohibitions
      or
      restrictions on the transfer of the Shares to Buyer under the terms of this
      Agreement, each executed by each Seller;

     

    executed
      Section 338 Election Forms;

     

    evidence
      to Buyer that notices executed by each Seller have been given to each charity
      listed in Exhibit
      2.4(a)(ii)(D)
      stating that Sellers assume the respective monetary charity commitments listed
      in Exhibit
      2.4(a)(ii)(D)
      in form and substance reasonably satisfactory to Buyer, which notices shall
      be
      in full force and effect as of the Closing; 

     

    a
      form of notice to the IRS in accordance with the requirements of Treasury
      Regulations Section 1.1445-2(b)(2) executed by each Seller and in form and
      substance reasonably acceptable to Buyer, along with written authorization
      for
      Buyer to deliver such notice form to the IRS on behalf of the Acquired
      Companies; 

     

    a
      transition services agreement, in the form of Exhibit
      2.4(a)(ii)(F)
      executed by each of the Serviced Companies, under which Buyer will provide
      certain services to the Serviced Companies under the terms of such agreement
      (the “Transition
      Services Agreement”);
      

     

    evidence
      to Buyer (1) of the receipt of Consents to the consummation of the Contemplated
      Transactions from the parties listed in Sections 3.2(c) and 3.2(d) of the
      Disclosure Schedule except to the extent that the terms of Sections 3.2(c)
      and
      3.2(d) of the Disclosure Schedule
      expressly provide that such Consents shall not be obtained by the Acquired
      Companies at or prior to the Closing; and (2) that notices of the consummation
      of the Contemplated Transactions have been given to the parties listed in
      Sections 3.2(c) and 3.2(d) of the Disclosure Schedule except to the extent
      that
      Sections 3.2(c) and 3.2(d) of the Disclosure Schedule expressly provide that
      such notices will not be given by the Acquired Companies at or prior to the
      Closing; 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    an
      assignment and assumption agreement in the form of Exhibit
      2.4(a)(ii)(H)
      executed by each Seller (the “Assumption
      Agreement”)
      under which the Acquired Companies shall assign to Sellers, and Sellers shall
      assume and agree to hold Buyer and the Acquired Companies harmless against
      (1)
      the suite lease at Raymond James Stadium, the security deposits therefor and
      the
      season tickets for the Tampa Bay Buccaneers relating thereto; (2) the
      obligations of any one or more of the Acquired Companies under the Consulting
      Termination Agreement and the Tax Indemnification Agreement; (3) the Charity
      Commitments; and (4) certain worker’s compensation insurance policies and
      programs;

     

    (i)
      replacement letters of credit for, (ii) evidence of the cash collateralization
      of or (iii) assignment to a Person other than an Acquired Company of, those
      letters of credit listed in Exhibit
      2.4(a)(ii)(I)
      and, in each case, an agreement to irrevocably release the account parties
      thereunder and to terminate all such letters of credit from the letter of credit
      beneficiary thereunder on terms satisfactory to Buyer;

     

    a
      memorandum of lease relating to the leased real property of each Brandon Lease
      Company Restaurant substantially in the form of Exhibit
      2.4(a)(ii)(J);

     

    a
      Sellers real estate certificate relating to the leased real property of each
      Restaurant in the form of Exhibit
      2.4(a)(ii)(K);
      

     

    a
      certificate evidencing the accuracy of the representations and warranties set
      forth in Article 3 in the form of Exhibit
      2.4(a)(ii)(L);
      and

     

    an
      assignment and assumption agreement in the form of Exhibit 2.4(a)(ii)(M)
      executed by HMC (the “Advertising
      Assumption Agreement”)
      under which Hooters-on-Location, Inc. and Provident Advertising & Marketing,
      Inc. assign to HMC, and HMC assumes and agrees to perform (or caused to be
      performed) and to hold Hooters-on-Location, Inc. and Provident Advertising
&
Marketing, Inc. harmless against, the agreements listed in Exhibit 2.4(a)(ii)(M)
      that
      were entered into by Hooters-on-Location, Inc. or Provident Advertising &
Marketing, Inc. (or an Affiliate of either) for the benefit of the Acquired
      Companies; and

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (A)
      each Seller will deliver to HI certificates, if any, representing the Remaining
      Companies Interests held directly by such Seller in the Acquired Companies
      that
      are corporations (except HG and HMC), (B) Sellers who are
      shareholders of HGHC will cause HGHC to deliver to HI certificates, if any,
      representing the HG Shares, and (C) Sellers who are shareholders of HMHC will
      cause HMHC to deliver to HI certificates, if any, representing the HMC Shares,
      in each case duly endorsed (or accompanied by duly executed stock powers) for
      transfer to HI;

     

    Sellers
      shall cause Brandon Realty, HGLC or HMLC, as the case may be, as landlord,
      to
      execute and deliver to Buyer a lease agreement between such landlord and the
      applicable Brandon Lease Company, as tenant, substantially in the form attached
      to this Agreement as Exhibit
      2.4(a)(iv)
      (the “Lease
      Agreements”);
      the rental amounts for each of the applicable Brandon Lease Companies are
      attached to Exhibit
      2.4(a)(iv);

     

    Sellers
      shall cause the Illinois Land Trust, HG and HMC to distribute or otherwise
      transfer the real properties listed in Exhibit
      2.4(a)(v) to
      HGLC and HMLC, respectively, as provided in Exhibit
      2.4(a)(v),
      and shall take all other necessary actions such that the combined balance sheet
      of the Acquired Companies as of the Closing Date shall not be required to
      include such real property or any Encumbrances that constitute a lien on such
      real property, and all Indebtedness with respect to such real properties shall
      be paid off in full by the Acquired Companies or re-financed by Sellers so
      that
      such Indebtedness is no longer an obligation of any of the Acquired
      Companies;

     

    Sellers
      shall have caused the Acquired Companies to pay the Sale Bonus Payments at
      or
      prior to the Closing; 

     

    Edward
      Droste shall have executed and delivered to the Acquired Companies a release
      of
      all obligations of the Acquired Companies under the Consulting Termination
      Agreement and the Tax Indemnification Agreement in the form of
Exhibit 2.4(a)(vii) (the “Edward Droste
      Release”);

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Sellers
      shall deliver a subordination and non-disturbance agreement for each Lease
      Agreement, executed by Brandon Realty, HGLC, or HMLC, as the case may
      be, Wachovia Bank, N.A. and the respective Brandon Lease Companies
substantially
      in the form of Exhibit
      2.4(a)(viii);

     

    Edward
      Droste shall make a capital contribution totaling Two Hundred Ninety Seven
      Thousand One Hundred Eighty Nine Dollars ($297,189) to HI, pursuant to the
      Consulting Termination Agreement, for the benefit of HI and such other Acquired
      Companies to which Edward Droste is required to make such capital contribution
      under the Consulting Termination Agreement. Such amount shall be included as
      a
      current asset of the Acquired Companies for purposes of determining the Net
      Working Capital unless otherwise included in such determination as cash;


     

    Sellers
      shall have caused the Acquired Companies, at or prior to Closing, to terminate
      and satisfy all outstanding obligations under each of (i) the Amended and
      Restated Executive Retirement Bonus Agreement with Neil G. Kiefer, dated October
      13, 1999, (ii) the Amended and Restated Executive Retirement Bonus Agreement
      with Bruce W. Clark, dated October 13, 1999, and (iii) the Executive Retirement
      Bonus Agreement with Salvatore Melilli, dated September 12, 2006;


     

    Sellers
      and the Acquired Companies shall use their commercially reasonable efforts
      to
      attempt to obtain the consent of the Board of Trustees of the Internal
      Improvement Trust Fund of the State of Florida (the “HPRI
      Dock
      Landlord”)
      to the assignment of Brandon Realty's interest in the Sovereignty Submerged
      Lands Lease Renewal, effective June 5, 2006 to June 5, 2011, by and between
      Brandon Realty and the HPRI Dock Landlord (the “HPRI
      Dock
      Lease”),
      to HPRI. If Brandon Realty does not obtain such consent prior to Closing,
      Sellers shall cause Brandon Realty to, prior to the Closing, to the extent
      permitted by law, grant HPRI a license to use the 12-slip docking facility
      and
      related amenities that are the subject of the HPRI Dock Lease at no cost to
      HPRI
      on the terms and conditions set forth in the Port Richey Lease Rider in the
      form
      of Exhibit
      2.4(a)(xi);
      

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Sellers
      shall cause the Acquired Companies, not later than two (2) business days prior
      to the Closing Date, to deliver to Buyer a payoff letter in form and substance
      reasonably satisfactory to Buyer relating to all Indebtedness under that certain
      Amended and Restated Loan Agreement dated April 11, 2007, by and between Bank
      of
      America, N.A., certain of the Acquired Companies, and certain other Affiliates
      of the Acquired Companies (the “BofA
      Agreement”),
      indicating the aggregate amount of such Indebtedness outstanding as of the
      Closing Date (including any interest or fees accrued thereon and any prepayment
      or similar penalties and expenses associated with the prepayment of such
      Indebtedness on the Closing Date) and an agreement that, if such aggregate
      amount so indicated is paid to the applicable lender on the Closing Date, such
      Indebtedness shall be repaid in full, such agreement shall be terminated, all
      Encumbrances securing such Indebtedness encumbering any real or personal
      property of any of the Acquired Companies shall be released, and the Acquired
      Companies shall have been released from any and all liabilities and obligations
      of any nature thereunder and under any related documents; and


     

    Sellers
      shall cause the Acquired Companies to be released from all Indebtedness and
      other liabilities and obligations of any nature under that certain Loan
      Agreement dated May 23, 2000, by and between Brandon Realty, HG, Western Springs
      National Bank and Trust, and First Union National Bank, as amended (the
“Wachovia
      Agreement”)
      and under any related documents, and all Encumbrances securing such Indebtedness
      encumbering any real or personal property of any of the Acquired Companies
      shall
      be released.

     

    Obligations
      of Buyer at Closing:

    


    Buyer,
      on behalf of itself and HI, shall deliver to each of Sellers the consideration
      specified in Section 2.2(b) in the manner provided in Section
      2.2(b);

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    Buyer
      shall deliver to Sellers:

     

    the
      Lease Agreements, executed by the Acquired Companies that are designated as
      tenants or lessees in the Lease Agreements and the related guarantee in the
      form
      of Exhibit
      2.4(b)(ii)(A);
      

     

    the
      Noncompetition Agreements, executed by Buyer; 

     

    the
      Transition Services Agreement, executed by HMC; 

     

    an
      Acquired Companies’ Release in the form of Exhibit
      2.4(b)(ii)(D)
      (the “Acquired
      Companies’ Release”),
      executed by the Acquired Companies; and

     

    a
      certificate evidencing the accuracy of the representations and warranties set
      forth in Article 4 in the form of Exhibit
      2.4(b)(ii)(E);
      and

     

    Buyer
      shall pay, or cause to be paid and satisfied,
      the Sellers’ Expenses that remain outstanding as of the
      Closing.

     

    Additional
      Delivery. At or prior to the Closing, the Acquired Companies and Provident
      Advertising & Marketing, Inc. will enter into a Marketing Services Agreement
      (the “Marketing
      Services Agreement”),
      a
      copy of which is attached to this Agreement as Exhibit
      2.4(c).

     

    National
      Advertising Fund Contribution. On the date immediately preceding the Closing,
      or
      prior thereto, Sellers shall cause the Acquired Companies to have made $200,000
      of voluntary contributions to the HOA National Advertising Fund between January
      1, 2008 and the date immediately preceding the Closing.

     

    Final
      Net Working Capital Determination

     

    As
      promptly as possible, but in any event within 60 days after the Closing Date,
      Buyer will deliver to Seller Representative a combined balance sheet of the
      Acquired Companies as of 11:59 p.m. Tampa, Florida time on the day immediately
      preceding the Closing Date and a reasonably detailed statement (the
“Net
      Working Capital Statement”)
      setting forth Buyer’s calculation of the Net Working Capital as of 11:59 p.m.
      Tampa, Florida time on the day immediately preceding the Closing Date. After
      delivery of the Net Working Capital Statement, Seller Representative and
      Sellers’ accountants shall be permitted reasonable access to review the Acquired
      Companies’ books, records, and work papers related to the preparation of the Net
      Working Capital Statement. Seller Representative and Sellers’ accountants may
      make inquiries of Buyer, the Acquired Companies, and their respective
      accountants and employees regarding questions
      concerning or disagreements with the Net Working Capital Statement arising
      in
      the course of their review thereof, and Buyer shall use its, and shall cause
      the
      Acquired Companies to use their, commercially reasonable efforts to cause any
      such accountants and employees to cooperate with and respond to such inquiries
      and provide necessary documentation to Seller Representative. If Seller
      Representative has any objections to the Net Working Capital Statement, Seller
      Representative shall deliver to Buyer a statement setting forth Seller
      Representative’s objections thereto (“Net
      Working Capital Objections Statement”).
      If a
      Net Working Capital Objections Statement is not delivered to Buyer within 30
      days after delivery of the Net Working Capital Statement, the Net Working
      Capital Statement shall be final, binding on, and non-appealable by, the parties
      hereto. Seller Representative and Buyer shall negotiate in good faith to resolve
      any objections set forth in the Net Working Capital Objections Statement (and
      all such discussions related thereto shall, unless otherwise agreed by Buyer
      and
      Seller Representative, be governed by Rule 408 of the Federal Rules of Evidence
      (and any applicable similar state rule)), but if they do not reach a final
      resolution within 30 days after the delivery of the Net Working Capital
      Objections Statement, Seller Representative and Buyer shall submit such dispute
      to an accounting firm of national standing mutually agreed to by the Seller
      Representative and Buyer (the “Dispute
      Independent Auditor”).
      Seller Representative and Buyer shall use reasonable efforts to cause the
      Dispute Independent Auditor to resolve all such disagreements as soon as
      practicable. For purposes of resolving any such disagreements, the Net Working
      Capital shall be calculated in accordance with the definition thereof in this
      Agreement. The resolution of the dispute by the Dispute Independent Auditor
      shall be final, binding on, and non-appealable by, the parties hereto. The
      Net
      Working Capital Statement shall be modified if necessary to reflect such
      resolution. The fees and expenses of the Dispute Independent Auditor shall
      be
      allocated to be paid by Buyer, on the one hand, and/or Sellers, on the other
      hand, based upon the percentage which the portion of the contested amount not
      awarded to each party bears to the amount actually contested by such party,
      as
      determined by the Dispute Independent Auditor.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    If
      the
      Net Working Capital, as finally determined pursuant to Section 2.5(a) above,
      is
      greater than the Estimated Net Working Capital, Buyer shall pay to each Seller
      such Seller’s Adjusted Percentage Share of such excess in accordance with
      Section 2.5(c). If the Net Working Capital, as finally determined pursuant
      to
      Section 2.5(a) above, is less than the Estimated Net Working Capital, Sellers
      shall pay such shortfall to Buyer in accordance with Section 2.5(c), with each
      Seller jointly and severally obligated to pay such shortfall. 

     

    The
      net
      amount (if any) owed pursuant to Section 2.5(b) by Buyer to Sellers, on the
      one
      hand, or Sellers to Buyer, on the other hand, is referred to as the
“Net
      Working Capital Adjustment Amount.”
      Payment of the Net Working Capital Adjustment Amount shall be paid by delivery
      of immediately available funds to an account designated by the recipient
      party(ies) within five (5) business days after the date of final
      determination.

    


    New
      Store Purchase Price Determination

     

    As
      promptly as possible, but in any event within 60 days after the later of the
      New
      Store End Date and the Closing Date, Buyer will deliver to Seller Representative
      a reasonably detailed statement (the “New
      Store Statement”)
      setting forth Buyer’s calculation of the New Store’s EBITDA for the New Store
      Period and the New Store Purchase Price (the “Estimated
      New Store Purchase Price”).
      After
      delivery of the New Store Statement, Seller Representative and Sellers’
accountants shall be permitted reasonable access to review the New Store’s
      books, records, and work papers related to the preparation of the New Store
      Statement. Seller Representative and Sellers’ accountants may make inquiries of
      Buyer and the New Store and their respective accountants and employees regarding
      questions concerning or disagreements with the New Store Statement arising
      in
      the course of the Sellers’ or Seller Representative’s review thereof, and Buyer
      shall use its, and shall cause the New Store to use its, commercially reasonable
      efforts to cause any such accountants and employees to cooperate with and
      respond to such inquiries and provide necessary documentation to Seller
      Representative. If Seller Representative has any objections to the New Store
      Statement, Seller Representative shall deliver to Buyer a statement setting
      forth Seller Representative’s objections thereto (the “New
      Store Objections Statement”).
      If
      the New Store Objections Statement is not delivered to Buyer within 30 days
      after delivery of the New Store Statement, the New Store Statement shall be
      final, binding on, and non-appealable by, the parties hereto. Seller
      Representative and Buyer shall negotiate in good faith to resolve any objections
      set forth in the New Store Objections Statement (and all such discussions
      related thereto shall, unless otherwise agreed by Buyer and Seller
      Representative, be governed by Rule 408 of the Federal Rules of Evidence (and
      any applicable similar state rule)), but if they do not reach a final resolution
      within 30 days after the delivery of the New Store Objections Statement, Seller
      Representative and Buyer shall submit such dispute to the Dispute Independent
      Auditor. Seller Representative and Buyer shall use reasonable efforts to cause
      the Dispute Independent Auditor to resolve all such disagreements as soon as
      practicable. For purposes of resolving any such disagreements, the EBITDA of
      the
      New Store shall be calculated in accordance with the definition of EBITDA in
      this Agreement (with respect to the New Store Period). The resolution of the
      dispute by the Dispute Independent Auditor, other than any dispute regarding
      whether Buyer has complied with Section 2.6(c), shall be final, binding on,
      and
      non-appealable by, the parties hereto. The New Store Statement shall be modified
      if necessary to reflect such resolution. The fees and expenses of the Dispute
      Independent Auditor shall be allocated to be paid by Buyer, on the one hand,
      and/or Sellers, on the other hand, based upon the percentage which the portion
      of the contested amount not awarded to each party bears to the amount actually
      contested by such party, as determined by the Dispute Independent
      Auditor.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    Buyer
      will pay to each Seller such Seller’s New Store Adjusted Percentage
      Share of
      the
      New Store Purchase Price, as finally determined pursuant to Section 2.6(a)
      and
      less such Seller’s New Store Adjusted Percentage Share of any fees and expenses
      of the Dispute Independent Auditor allocated to Sellers pursuant to Section
      2.6(a) (the “New
      Store Payment”),
      as
      follows:

    


    the
      product of (x) such Seller’s Cash Percentage, multiplied by(y) such
      Seller’s New Store Payment will be paid by delivery of immediately available
      funds to an account designated by such Seller, within five (5) business days
      after the date of final determination pursuant to Section 2.6(a);
      and

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    the
      product of (x) such Seller’s Stock Percentage,
multiplied by(y) such Seller’s New
      Store Payment will be paid to such Seller in shares of Chanticleer Common Stock,
      within five (5) business days after the date of final determination pursuant
      to
      Section 2.6(a). For purposes of this Section 2.6(b)(ii), the value of each
      share
      of Chanticleer Common Stock shall be the cash purchase price per share of
      Chanticleer Common Stock paid by each equity investor in connection with the
      Financing (irrespective of any warrants exercisable for Chanticleer Common
      Stock
      issued to the purchasers of Chanticleer Common Stock in connection with the
      Financing); provided that if Chanticleer or any of its Affiliates enters into
      an
      HOA Acquisition Transaction or publicly announces the execution of a letter
      of
      intent relating thereto prior to Closing, such value shall not exceed $7.00
      per
      share after giving effect to a 10 for 1 reverse stock split of the Chanticleer
      Common Stock. 

     

    Buyer
      shall have the right to offset any amounts owed but unpaid by Sellers to Buyer
      with respect to the Net Working Capital Adjustment Amount, as specified in
      Section 2.5(c), and EBITDA Adjustment Amount, as specified in Section 2.7(c)(i),
      against its payment of the New Store Purchase Price.

     

    Buyer
      shall operate the New Store during the New Store Period in a manner reasonably
      consistent with the pre-Closing operation of the New Store by Hooters of Melrose
      Park, Inc., subject to reasonable adjustments (based on the advice and input
      of
      Neil Kiefer and Bruce Clark) that are necessary in order to respond to market
      conditions that affect the New Store.

     

    Acquired
      Companies Final EBITDA Determination

     

    The
      procedure for determining the Acquired Companies Final EBITDA shall be
      determined in accordance with (x) Section 2.7(a)(i) hereof if the Independent
      Auditor completes and delivers to the Acquired Companies its audit report
      relating to the 2007 Financial Statements on or before the Closing Date and
      (y)
      Section 2.7(a)(ii) hereof if the Independent Auditor completes and delivers
      its
      audit report relating to the 2007 Financial Statements after the Closing Date.
      

     

    
      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

    

    


    As
      promptly as possible, but in any event within 10 days after the date the
      Independent Auditor completes and delivers to the Acquired Companies its audit
      report relating to the 2007 Financial Statements, Seller Representative will
      deliver to Buyer a reasonably detailed statement (the “Sellers’ EBITDA
      Statement”) setting forth Sellers’ calculation of the Acquired Companies Final
      EBITDA. After delivery of the Sellers’ EBITDA Statement, Buyer’s accountants
      shall be permitted reasonable access to review the Acquired Companies’ books,
      records, and work papers related to the preparation of the Sellers’ EBITDA
      Statement. Buyer’s accountants may make inquiries of Sellers and the Acquired
      Companies, and their respective accountants and employees, regarding questions
      concerning or disagreements with the Sellers’ EBITDA Statement arising in the
      course of their review thereof, and Sellers shall use their commercially
      reasonable efforts (and, prior to the Closing Date, shall cause the Acquired
      Companies to use their commercially reasonable efforts to cause any such
      accountants and employees of the Acquired Companies) to cooperate with and
      respond to such inquiries and provide necessary documentation to Buyer. If
      Buyer
      has any objections to the Sellers’ EBITDA Statement, Buyer shall deliver to
      Seller Representative a statement setting forth Buyer’s objections thereto (the
“Buyer’s EBITDA Objections Statement”). If the Buyer’s EBITDA Objections
      Statement is not delivered to Seller Representative within 30 days after
      delivery of the Sellers’ EBITDA Statement, the Sellers’ EBITDA Statement shall
      be final, binding on, and non-appealable by, the parties hereto. Seller
      Representative and Buyer shall negotiate in good faith to resolve any objections
      set forth in the Buyer’s EBITDA Objections Statement (and all such discussions
      related thereto shall, unless otherwise agreed by Buyer and Seller
      Representative, be governed by Rule 408 of the Federal Rules of Evidence (and
      any applicable similar state rule)), but if they do not reach a final resolution
      within 30 days after the delivery of the Buyer’s EBITDA Objections Statement,
      Seller Representative and Buyer shall submit such dispute to the Dispute
      Independent Auditor. Seller Representative and Buyer shall use reasonable
      efforts to cause the Dispute Independent Auditor to resolve all such
      disagreements as soon as practicable. For purposes of resolving any such
      disagreements, the Acquired Companies Final EBITDA shall be calculated in
      accordance with the definition of EBITDA in this Agreement. The resolution
      of
      the dispute by the Dispute Independent Auditor, other than any dispute regarding
      whether Buyer has complied with Section 2.7(c), shall be final, binding on,
      and
      non-appealable by, the parties hereto. The Sellers’ EBITDA Statement shall be
      modified if necessary to reflect such resolution. The fees and expenses of
      the
      Dispute Independent Auditor shall be allocated to be paid by Buyer, on the
      one
      hand, and/or Sellers, on the other hand, based upon the percentage which the
      portion of the contested amount not awarded to each party bears to the amount
      actually contested by such party, as determined by the Dispute Independent
      Auditor.

     

    
      
        
        

      

      
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    As
      promptly as possible, but in any event within 10 days after the date the
      Independent Auditor completes and delivers to the Acquired Companies its audit
      report relating to the 2007 Financial Statements, Buyer will deliver to Seller
      Representative a reasonably detailed statement (the “Buyer’s EBITDA
      Statement”) setting forth Buyer’s calculation of the Acquired
Companies Final EBITDA. After delivery of the Buyer’s EBITDA
      Statement, Seller Representative and Sellers’ accountants shall be permitted
      reasonable access to review the Acquired Companies’ books, records, and work
      papers related to the preparation of the Buyer’s EBITDA Statement. Seller
      Representative and Sellers’ accountants may make inquiries of Buyer and the
      Acquired Companies, and their respective accountants and employees, regarding
      questions concerning or disagreements with the Buyer’s EBITDA Statement arising
      in the course of their review thereof, and Buyer shall use its, and shall cause
      the Acquired Companies to use their, commercially reasonable efforts to cause
      any such accountants and employees to cooperate with and respond to such
      inquiries and provide necessary documentation to Seller Representative. If
      Seller Representative has any objections to the Buyer’s EBITDA Statement, Seller
      Representative shall deliver to Buyer a statement setting forth Seller
      Representative’s objections thereto (the “Sellers’ EBITDA Objections
      Statement”). If the Sellers’ EBITDA Objections Statement is not
      delivered to Buyer within 30 days after delivery of the Buyer’s EBITDA
      Statement, the Buyer’s EBITDA Statement shall be final, binding on, and
      non-appealable by, the parties hereto. Seller Representative and Buyer shall
      negotiate in good faith to resolve any objections set forth in the Sellers’
EBITDA Objections Statement (and all such discussions related thereto shall,
      unless otherwise agreed by Buyer and Seller Representative, be governed by
      Rule
      408 of the Federal Rules of Evidence (and any applicable similar state rule)),
      but if they do not reach a final resolution within 30 days after the delivery
      of
      the Sellers’ EBITDA Objections Statement, Seller Representative and Buyer shall
      submit such dispute to the Dispute Independent Auditor. Seller Representative
      and Buyer shall use reasonable efforts to cause the Dispute Independent Auditor
      to resolve all such disagreements as soon as practicable. For purposes of
      resolving any such disagreements, the Acquired Companies Final EBITDA shall
      be
      calculated in accordance with the definition of EBITDA in this Agreement. The
      resolution of the dispute by the Dispute Independent Auditor, other than any
      dispute regarding whether Buyer has complied with Section 2.7(c), shall be
      final, binding on, and non-appealable by, the parties hereto. The Buyer’s EBITDA
Statement shall be modified if necessary to reflect such
      resolution. The fees and expenses of the Dispute Independent Auditor shall
      be
      allocated to be paid by Buyer, on the one hand, and/or Sellers, on the other
      hand, based upon the percentage which the portion of the contested amount not
      awarded to each party bears to the amount actually contested by such party,
      as
      determined by the Dispute Independent Auditor.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    If
      the
      Acquired Companies Final EBITDA, as finally determined pursuant to either
      Section 2.7(a)(i) or Section 2.7(a)(ii) above, is greater than the Acquired
      Companies Initial EBITDA, Buyer shall pay to each Seller, in accordance with
      Section 2.7(c), the product of (i) such excess, multiplied
      by (ii)
      such
      Seller’s Percentage Share, multiplied
      by
      (iii)
      such Seller’s EBITDA Multiple (the “EBITDA
      Excess Adjustment Amount”).
      If
      the Acquired Companies Final EBITDA, as finally determined pursuant to either
      Section 2.7(a)(i) or Section 2.7(a)(ii) above, is less than the Acquired
      Companies Initial EBITDA, each Seller shall pay to Buyer, in accordance with
      Section 2.7(c), the product of (i) such shortfall, multiplied
      by (ii)
      such
      Seller’s Percentage Share, multiplied
      by
      (iii)
      such Seller’s EBITDA Multiple (the “EBITDA
      Deficiency Adjustment Amount”).
      

     

    The
      net
      amount (if any) owed pursuant to Section 2.7(b) by Buyer to Sellers, on the
      one
      hand, or Sellers to Buyer, on the other hand, is referred to as the “EBITDA
      Adjustment Amount.” If Sellers are owed the EBITDA Adjustment Amount from Buyer,
      Buyer shall, within fifteen (15) days after the date of the final determination
      of the Acquired Companies Final EBITDA, pay (i) to each Option 2 Seller such
      Seller’s EBITDA Excess Adjustment Amount by delivering immediately available
      funds equal to such Seller’s EBITDA Excess Adjustment Amount to the account
      designated by such Seller, and (ii) to each Option 1 Seller such Seller’s EBITDA
      Excess Adjustment Amount by delivering to such Seller (A) immediately available
      funds to the account designated by such Seller equal to such Seller’s Cash
      Percentage of such Seller’s EBITDA Excess Adjustment Amount and (B) shares of
      Chanticleer Common Stock equal in value to such Seller’s Stock Percentage of
      such Seller’s EBITDA Excess Adjustment Amount. If Buyer is owed the EBITDA
      Adjustment Amount from Sellers, (i) each Option 2 Seller shall pay to Buyer
      such
      Seller’s EBITDA Deficiency Adjustment Amount by delivering immediately available
      funds equal to such Seller’s EBITDA Deficiency Adjustment Amount to the account
      designated by Buyer, and (ii) each Option 1 Seller shall pay to Buyer such
      Seller’s EBITDA Deficiency Adjustment Amount by delivering to Buyer (A)
      immediately available funds to the account designated by Buyer equal to such
      Seller’s Cash Percentage of such Seller’s EBITDA Deficiency Adjustment Amount
      and (B) shares of Chanticleer Common Stock, endorsed for transfer or accompanied
      by appropriate transfer documents, equal in value to such Seller’s Stock
      Percentage of such Seller’s EBITDA Deficiency Adjustment Amount, in each case,
      within fifteen (15) days after the date of the final determination of the
      Acquired Companies Final EBITDA. For purposes of this Section 2.7(c), the value
      of each share of Chanticleer Common Stock shall be the cash purchase price
      per
      share of Chanticleer Common Stock paid by each equity investor in connection
      with the Financing (irrespective of any warrants exercisable for
      Chanticleer Common Stock issued to the purchasers of Chanticleer Common Stock
      in
      connection with the Financing);
      provided that if Chanticleer or any of its Affiliates enters into an HOA
      Acquisition Transaction or publicly announces the execution of a letter of
      intent relating thereto prior to Closing, such value shall not exceed $7.00
      per
      share after giving effect to a 10 for 1 reverse stock split of the Chanticleer
      Common Stock.
      

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    Letter
      of Credit

     

    At
      the
      Closing, Sellers will deliver to Buyer an irrevocable, unconditional letter
      of
      credit issued by a bank in the United States having at least $100 billion in
      assets and a Standard & Poor’s credit rating of AA- or higher on the Closing
      Date, which letter of credit will be in the form of, and shall contain the
      terms
      in, Exhibit
      2.8
      (the
“Letter
      of Credit”).
      The
      Letter of Credit shall be in the amount of Six Million Dollars ($6,000,000),
      and
      shall secure any of Sellers’ obligations under Sections 2.5 and 2.7 and any
      claim of the Buyer Indemnified Persons, or any of them, pursuant to Article
      10,
      subject to the terms and limitations of this Agreement. The term of the Letter
      of Credit shall be the eighteen (18) months immediately following the Closing
      Date; provided,
      however,
      that,
      at Sellers’ election, either (x) the term of the Letter of Credit shall continue
      beyond such 18-month term, and Sellers shall cause such term to continue, in
      the
      amount of any then outstanding claims that are then pending by any Buyer
      Indemnified Person pursuant to Sections 2.5 or 2.7 or Article 10, notice of
      which has been given to Seller Representative or to the applicable Seller under
      the terms of this Agreement, until such claims have been finally resolved or
      (y)
      the term of the Letter of Credit shall terminate upon expiration of such
      18-month term and Sellers shall, at Sellers’ election, either (i) deliver to
      Buyer a letter of credit in the amount of all then outstanding claims that
      are
      then pending by any Buyer Indemnified Person pursuant to Sections 2.5 or 2.7
      or
      Article 10, notice of which has been given to Seller Representative or to the
      applicable Seller under the terms of this Agreement, which letter of credit
      shall contain the same terms as the Letter of Credit, except for (A) information
      regarding the issuer, which may be a banking institution in the United States
      of
      America having at least $100 billion in assets and a Standard & Poor’s
      credit rating of AA- or higher, and (B) the amount of the letter of credit
      (the
“Tail
      Letter of Credit”)
      or
      (ii) deliver to an escrow agent, mutually agreed upon by Seller Representative
      and Buyer, funds in the amount of the then outstanding claims that are then
      pending by any Buyer Indemnified Person pursuant to Sections 2.5 or 2.7 or
      Article 10, notice of which has been given to Seller Representative or to the
      applicable Seller under the terms of this Agreement, which delivery of funds
      shall be subject to the terms of an escrow agreement to be entered into by
      and
      among Seller Representative, on behalf of Sellers, Buyer and such escrow agent,
      in a form mutually agreed upon using good faith efforts by Seller Representative
      and Buyer; provided,
      however,
      that
      the term of the Tail Letter of Credit or the availability of such escrow funds
      shall continue, and Sellers shall cause such term or availability to continue,
      until all such outstanding claims have been finally resolved. Buyer will be
      entitled to make a draw under the Letter of Credit or the Tail Letter of Credit
      only if Seller Representative has consented to such draw in writing and the
      draw
      and the consent of Seller Representative are delivered to the issuer;
provided,
      however,
      the
      consent of Seller Representative and delivery of such consent of the Seller
      Representative to the issuer shall not be required if:

     

    
      
        
        

      

      
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    a
      court of competent jurisdiction, under a final non-appealable judgment in favor
      of any Buyer Indemnified Person, has ordered a draw under the Letter of Credit
      or the Tail Letter of Credit, in which case Buyer may deliver a draw request
      to
      the issuer for up to the amount of such judgment, subject to the time and dollar
      limitations of Article 10;

     

    the
      Dispute Independent Auditor makes a final determination of a Net Working Capital
      Adjustment Amount owed to Buyer under Section 2.5, or of an EBITDA Adjustment
      Amount owed to Buyer under Section 2.7, in which case Buyer may make a draw
      under the Letter of Credit or the Tail Letter of Credit for up to the amount
      of
      (A) such finally determined Net Working Capital Adjustment Amount (that has
      not
      already been paid to Buyer by Sellers) or (B) such finally determined EBITDA
      Adjustment Amount (that has not already been paid to Buyer by Sellers), as
      the
      case may be; or

     

    there
      are any outstanding claims pending pursuant to Sections 2.5 or 2.7 or Article
      10, notice of which has been given to Seller Representative or to the applicable
      Seller under the terms of this Agreement, at the expiration of the Letter of
      Credit and Sellers do not either (A) renew the Letter of Credit, in the amount
      of such then outstanding claims, (B) deliver the Tail Letter of Credit, in
      the
      amount of such then outstanding claims, or (C) deliver to an escrow agent funds
      in the amount of such then outstanding claims.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    On
      the
      first annual anniversary of the Closing Date, Seller Representative and Buyer
      shall cause the amount of the Letter of Credit, as previously reduced by draws
      thereunder, if any (other than Adjustment Draws), to be reduced by the amount,
      if any, by which (i) Six Million Dollars ($6,000,000), less (x) the amounts
      that
      have been drawn by Buyer under the Letter of Credit (other than Adjustment
      Draws) on or prior to such anniversary and less (y) the amounts of then
      outstanding claims that are then pending by any Buyer Indemnified Person
      pursuant to Sections 2.5 or 2.7 or Article 10 on such anniversary, notice of
      which claims have been given to Seller Representative or to the applicable
      Seller under the terms of this Agreement, exceeds (ii) Three Million Dollars
      ($3,000,000). Additionally, on the day 18 months after the Closing Date, Seller
      Representative and Buyer shall cause the amount of the Letter of Credit to
      be
      reduced to the amount of the outstanding claims, if any, that are then pending
      by any Buyer Indemnified Person pursuant to Sections 2.5 or 2.7 or Article
      10,
      notice of which has been given to Seller Representative or to the applicable
      Seller under the terms of this Agreement.

     

    Following
      the Closing Date, Sellers or Seller Representative shall be entitled to deliver
      (i) to Buyer, in lieu of the Letter of Credit, a substitute letter of credit
      containing the
      same
      terms as the Letter of Credit, except for information regarding the issuer,
      which may be a banking institution in the United States of America having at
      least $100 billion in assets and a Standard & Poor’s credit rating of AA- or
      higher (and such substitute letter of credit shall be subject to the terms
      of
      this Section 2.8 as if it were the Letter of Credit), or (ii) to an escrow
      agent
      mutually agreed upon by Seller Representative and Buyer, funds in the amount
      of
      the then undrawn amount of the Letter of Credit, which delivery of funds shall
      be subject to the terms of an escrow agreement to be entered into by and among
      Seller Representative, Buyer and such escrow agent, in form mutually agreed
      upon
      using good faith efforts by Seller Representative and Buyer. 

     

    Should
      the Letter of Credit be drawn by Buyer under the terms of Section 2.8(a)(ii)
      or
      with the prior written consent of Seller Representative to satisfy Sellers’
obligations under Sections 2.5 or 2.7 (each an “Adjustment
      Draw”),
      Sellers shall cause the Letter of Credit to be reinstated in the amount
      available under the Letter of Credit immediately prior to the Adjustment Draw
      within fifteen (15) days of such Adjustment Draw. In addition to its right
      to
      damages and any other rights it may have, Buyer shall have the right to obtain
      injunctive or other equitable relief to restrain any breach or threatened breach
      or otherwise to specifically enforce the provisions of the preceding sentence
      of
      this Section 2.8(d), it being agreed that money damages alone would be
      inadequate to compensate Buyer and would be an inadequate remedy for such
      breach.

     

    
      
        
        

      

      
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    Withholding

     

    Buyer
      shall be entitled to deduct and withhold from the consideration otherwise
      payable pursuant to this Agreement to Sellers such amounts as it is required
      to
      deduct and withhold with respect to such payment under the Code, or any
      provision of state, local, or foreign Tax law. To the extent that amounts are
      so
      withheld by Buyer, such withheld amounts shall be treated for all purposes
      of
      this Agreement as having been paid to Sellers in respect of which such deduction
      and withholding was made by Buyer.

     

    REPRESENTATIONS
      AND WARRANTIES OF SELLERS

     

    Sellers
      represent and warrant to Buyer as follows (except that: (i) each Seller
      represents and warrants, solely as to such Seller, and Sellers collectively
      do
      not make, any representations or warranties in this Article 3 that are qualified
      by the phrases “the representing Seller”, or “such Seller”, “each Seller
      represents, solely as to himself or herself” or any similar phrase; (ii) each
      Option 1 Seller, solely as to such Option 1 Seller, makes the representations
      and warranties in Sections 3.25, 3.26, 3.27 and 3.29(a), and neither any Option
      2 Seller nor Sellers collectively make any of such representations or
      warranties; and (iii) each Option 2 Seller, solely as to such Option 2 Seller,
      makes the representation and warranty in Section 3.29(b), and neither any Option
      1 Seller nor Sellers collectively make such representation and warranty (the
      representations and warranties described in clauses (i), (ii), and (iii) of
      this
      parenthetical being collectively called the “Seller
      Individual Representations”)):

     

    Organization
      and Good Standing

     

    Section
      3.1 of the Disclosure Schedule contains a complete and accurate list for each
      Acquired Company of its name, its jurisdiction of incorporation or formation,
      other jurisdictions
      in which it is authorized to do business, and its capitalization or ownership
      (including the identity of each stockholder or partner and the number of Shares
      held by each). Each Acquired Company is a corporation or limited partnership
      duly organized, validly existing, and in good standing or having active status
      under the laws of its jurisdiction of incorporation or formation, with full
      corporate or partnership power and authority to conduct its business as it
      is
      now being conducted, to own, lease, license, or use the properties and assets
      that it purports to own, lease, license, or use, and to perform all its
      obligations, and exploit and enforce its rights, under each Contract listed
      (or
      required to be listed) in Section 3.14(a) of the Disclosure Schedule. Each
      Acquired Company is duly qualified or authorized to transact business as a
      foreign corporation or foreign limited partnership, as the case may be, and
      is
      in good standing under the laws of each state or other jurisdiction in which
      either the ownership or use of the properties owned, leased, licensed, or used
      by it, or the nature of the activities conducted by it, requires such
      qualification.

     

    The
      Acquired Companies have made available to Buyer copies of the Organizational
      Documents of each Acquired Company, as currently in effect.

     

    
      
        
        

      

      
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    Authority;
      No Conflict

     

    This
      Agreement constitutes the legal, valid, and binding obligation of the
      representing Seller and each Acquired Company party hereto, enforceable against
      such Person in accordance with its terms. Upon the execution and delivery by
      such Seller of certificates representing the Shares held by the representing
      Seller duly endorsed (or accompanied by duly executed stock powers) for transfer
      to Buyer or HI, the Noncompetition Agreements and the other documents under
      the
      terms of this Agreement to be executed and delivered by such Seller at the
      Closing (collectively, the “Sellers’
      Closing Documents”),
      the
      Sellers’ Closing Documents executed and delivered by such Seller will constitute
      the legal, valid, and binding obligations of such Seller, enforceable against
      such Seller in accordance with their respective terms. The representing Seller
      and each Acquired Company party hereto has the absolute and unrestricted right,
      power, authority, and capacity to execute and deliver this Agreement and the
      Sellers’ Closing Documents to be executed and delivered by such Seller or
      Acquired Company, as the case may be, and to perform such Seller’s or Acquired
      Company’s respective obligations under this Agreement and the Sellers’ Closing
      Documents executed and delivered by such Seller and Acquired
      Company.

     

    Except
      as
      set forth in Section 3.2(b) of the Disclosure Schedule, neither the execution
      and delivery of this Agreement by the representing Seller and each Acquired
      Company party hereto nor the consummation or performance by the representing
      Seller or the Acquired Companies of any of the Contemplated Transactions to
      which the representing Seller or the Acquired Companies, as the case may be,
      are
      a party or parties will give any Person the right to prevent, delay, or
      otherwise interfere with any of the Contemplated Transactions pursuant to,
      and
      will not contravene, conflict with, result in a violation of, or otherwise
      give
      another Person the right to exercise any remedy under:

     

    any
      provision of the Organizational Documents of any of the Acquired
      Companies;

     

    any
      resolution adopted by the boards of directors, shareholders, or holders of
      Partnership Interests of any of the Acquired Companies;

     

    any
      Legal Requirement, Order, or Governmental Authorization binding upon the
      representing Seller, any Acquired Company or any of the assets owned, or to
      the
      actual knowledge of Neil Kiefer or Bruce Clark, with no duty to investigate,
      leased or licensed, by any Acquired Company;
or

     

    any
      Contract; or

     

    
      
        
        

      

      
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    result
      in the imposition or creation of any Encumbrance upon or with respect to any
      of
      the assets owned, leased, licensed, or used by any Acquired
      Company.

     

    Except
      as
      set forth in Section 3.2(c) of the Disclosure Schedule, no Acquired Company
      is
      or will be required to give any notice to or obtain any Consent from any Person
      in connection with the execution and delivery by Sellers and the Acquired
      Companies of this Agreement or the consummation or performance by Sellers and
      the Acquired Companies of any of the Contemplated Transactions.

     

    Except
      as
      set forth in Section 3.2(d) of the Disclosure Schedule, each Seller represents,
      solely as to himself or herself, that such Seller is not and will not be
      required to give any notice to or obtain any Consent from any Person in
      connection with the execution and delivery by such Seller of this Agreement
      or
      the consummation or performance by such Seller of any of the Contemplated
      Transactions.

     

    Capitalization

     

    Section
      3.3 of the Disclosure Schedule sets forth the Ownership Interests of each
      Acquired Company. Except as set forth in Section 3.3 of the Disclosure Schedule,
      the representing Seller is and will be as of the Closing the record and
      beneficial owner and holder of the Shares (other than any of the HG Shares
      or
      HMC Shares) listed in Section 3.3 of the Disclosure Schedule, free and clear
      of
      all Encumbrances. HGHC is and will be as of the Closing the record and
      beneficial owner and holder of the HG Shares listed in Section 3.3 of the
      Disclosure Schedule, free and clear of all Encumbrances. HMHC is and will be
      as
      of the Closing the record and beneficial owner and holder of the HMC Shares
      listed in Section 3.3 of the Disclosure Schedule, free and clear of all
      Encumbrances. Except as provided in Section 3.3 of the Disclosure Schedule,
      no
      legend or other reference to any purported Encumbrance appears upon any
      certificate representing equity securities of any Acquired Company held by
      the
      representing Seller, HGHC or HMHC. Except as provided in Section 3.3 of the
      Disclosure Schedule, all of the Shares of each Acquired Company that have been
      issued to the representing Seller, to HGHC, or HMHC have
      been
      duly authorized and validly issued and are fully paid and nonassessable. With
      respect to the representing Seller, except as described in Section 3.3 of the
      Disclosure Schedule, there are no contracts to which the representing Seller
      is
      a party relating to the issuance, sale, redemption, repurchase or transfer
      of
      any equity securities or other securities of any Acquired Company. With respect
      to HGHC, except as described in Section 3.3 of the Disclosure Schedule, there
      are no contracts to which HGHC is a party relating to the issuance, sale,
      redemption, repurchase or transfer of any equity securities or other securities
      of HG. With respect to HMHC, except as described in Section 3.3 of the
      Disclosure Schedule, there are no contracts to which HMHC is a party relating
      to
      the issuance, sale, redemption, repurchase or transfer of any equity securities
      or other securities of HMC. Except as described in Section 3.3 of the Disclosure
      Schedule, no Acquired Company owns, or has any Contract to acquire, any equity
      securities or other securities of any Person or any direct or indirect equity,
      voting, or ownership interest in any other business. Except as described in
      Section 3.3 of the Disclosure Schedule, no Acquired Company has any
      Subsidiaries, and no Acquired Company has granted or issued, or has made any
      commitment, whether written or oral, to grant or issue to any Person, any stock
      purchase right, stock option, stock appreciation right, phantom stock,
      restricted stock, stock unit or other compensatory equity or award measured
      by
      reference to the value of the equity of one or more Acquired Companies. Hooters
      III, Inc., one of the Acquired Companies, was previously the owner of the entire
      general partnership interest of, and acquired as of December 2, 2007 all of
      the
      limited partnership interests of, Tyrone Hooters Ltd. In accordance with
      applicable law, upon the acquisition of the limited partnership interests of
      Tyrone Hooters Ltd. by Hooters III, Inc., Tyrone Hooters Ltd. was dissolved
      and
      all assets and liabilities of Tyrone Hooters Ltd. were transferred to Hooters
      III, Inc. Hooters of Manhattan, Inc. owns the general partnership interests
      of
      Hooters of Manhattan, Ltd. (the “Limited
      Partnership”).
      As of
      the date hereof, the Adjusted Capital Contribution (as defined in that certain
      Agreement of Limited Partnership of Hooters of Manhattan, Ltd. dated March
      16,
      2000, by and between Hooters of Manhattan, Inc. and Hootrich LLC) of Hooters
      of
      Manhattan, Inc. in Hooters of Manhattan, Ltd. is $3,564,548. 

     

    
      
        
        

      

      
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    Financial
      Statements

     

    Section
      3.4 of the Disclosure Schedule contains complete copies of the: (a) audited
      combined balance sheets of HI and certain other related entities, as stated
      in
      each of such audited combined balance sheets, as at December 26, and December
      25
      respectively, in each of the years 2004 and 2005 (together, the “2004
      and 2005 Balance Sheets”),
      and
      the related audited combined statements of income, changes in stockholders’
equity, and cash flow for each of the fiscal years then ended (collectively,
      with the 2004 and 2005 Balance Sheet, the “2004
      and 2005 Financial Statements”)
      together with the report thereon of Pricewaterhouse Coopers, independent
      certified public accounts (the “Independent
      Auditor”);
      (b)
      audited combined balance sheet of HI and certain other related entities, as
      stated in such audited combined balance sheet, as at December 31, 2006
      (including notes thereto, the “2006 Balance
      Sheet”),
      and
      the related audited combined statements of income, changes in stockholders’
equity, and cash flow for the fiscal year then ended (collectively, with the
      2006 Balance Sheet, the “2006
      Financial Statements”),
      together with the report thereon of the Independent Auditor; and (c) an
      unaudited combined balance sheet of HI and certain other related entities,
      as
      stated in such unaudited combined balance sheet, as at December 30, 2007 (the
      “Interim
      Balance Sheet”)
      and
      the related unaudited combined statement of income for the fiscal year then
      ended (together, with the Interim Balance Sheet, the “Interim
      Financial Statements”).
      The
      2004 and 2005 Financial Statements, the 2006 Financial Statements and the
      Interim Financial Statements are collectively called the “Financial
      Statements.”
Except
      as provided in Section 3.4 of the Disclosure Schedule, each of the Financial
      Statements and notes fairly presents the financial condition and the results
      of
      operations, and, except for the Interim Financial Statements, the changes in
      stockholders’ equity and cash flow of the entities included in such financial
      statement as at the respective dates of and for the periods referred to therein,
      all in accordance with GAAP, subject, in the case of the Interim Financial
      Statements, to normal recurring year-end adjustments and the absence of
      footnotes. Except as provided in Section 3.4 of the Disclosure Schedule, the
      Financial Statements reflect the consistent application of such accounting
      principles throughout the periods involved. No financial statements of any
      Person other than the entities included in any Financial Statement are required
      by GAAP to be included in such Financial Statement.

     

    Books
      and Records

     

    The
      books
      of account, minute books, stock record books, and other records of the Acquired
      Companies have been made available to Buyer and have been maintained in
      accordance with the Acquired Companies’ customary business practices. At the
      Closing, all of those books and records will be in the possession of the
      Acquired Companies.

     

    
      
        
        

      

      
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    Title
      to Properties; Encumbrances

     

    None
      of
      the Acquired Companies owns any real property other than those properties
      described in Exhibit 2.4(a)(v). Section 3.6 of the Disclosure Schedule contains
      a complete and accurate list of all leaseholds held by any Acquired Company.
      Sellers have delivered or made available to Buyer copies of the lease agreements
      with respect to such leaseholds. The Acquired Companies own (with good and
      assignable title, subject only to the matters permitted by the following
      sentence) all the tangible personal property that they purport to own located
      in
      the Facilities operated by the Acquired Companies, and all of the tangible
      personal property purchased by the Acquired Companies since the date of the
      2006
      Balance Sheet (except for tangible personal property purchased and sold since
      the date of the 2006 Balance Sheet in the Ordinary Course of Business and except
      as set forth in Section 3.6 of the Disclosure Schedule). Except as described
      in
      Section 3.6 of the Disclosure Schedule, all material items of tangible personal
      property reflected in the 2006 Balance Sheet and the Interim Balance Sheet
      or
      acquired after the date thereof, and not sold in the Ordinary Course of
      Business, are free and clear of all Encumbrances except, with respect to any
      of
      such assets, (a) security interests shown on the 2006 Balance Sheet or the
      Interim Balance Sheet as securing specified liabilities or obligations, with
      respect to which no default by the Acquired Companies (or event that, with
      notice or lapse of time or both, would constitute a default by the Acquired
      Companies) exists, (b) security interests or finance or capital leases incurred
      in the Ordinary Course of Business in connection with the acquisition of
      tangible personal property after the date of the Interim Balance Sheet, with
      respect to which no default by the Acquired Companies (or event that, with
      notice or lapse of time or both, would constitute a default by the Acquired
      Companies) exists, and (c) liens for current taxes not yet due (such
      Encumbrances set forth in clauses (a)-(c), “Permitted
      Encumbrances”).

     

    Condition
      and Sufficiency of Assets

     

    Except
      as
      set forth in Section 3.7 of the Disclosure Schedule, (a) the buildings, plants,
      structures, and equipment of the Acquired Companies are in good operating
      condition and repair (subject to ordinary wear and tear), and are adequate
      for
      use in the Ordinary Course of Business to which they are being put, and (b)
      such
      buildings, plants, structures, or equipment are not in need of maintenance
      or
      repairs except for ordinary, routine maintenance and repairs that are not
      material in nature or cost. Except as set forth in Section 3.7 of the Disclosure
      Schedule, the building, plants, structures, and equipment of the Acquired
      Companies are adequate for the conduct of the Acquired Companies’ businesses as
      currently conducted.

     

    No
      Undisclosed Liabilities

     

    Except
      as
      set forth in Section 3.8 of the Disclosure Schedule, the Acquired Companies
      have
      no liabilities or obligations of any nature (whether known or unknown and
      whether absolute, accrued, contingent, or otherwise) that would be required
      to
      be stated in the liabilities column of a balance sheet prepared in accordance
      with GAAP, except for liabilities or obligations reflected or reserved against
      in the 2006 Balance Sheet or the Interim Balance Sheet and current liabilities
      and contractual obligations incurred in the Ordinary Course of Business since
      the respective dates thereof.


    
      
        
        

      

      
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    Taxes

     

    The
      Acquired Companies have duly and timely filed with the appropriate Tax
      authorities all Tax Returns required to be filed. Except as set forth in Section
      3.9(a) of the Disclosure Schedule, all such Tax Returns are complete and
      accurate in all material respects. Except as provided in Section 3.9(a) of
      the
      Disclosure Schedule, all Taxes due and owing by any of the Acquired Companies
      on
      or before the date hereof (whether or not shown on any Tax Returns) have been
      paid. Except as provided in Section 3.9(a) of the Disclosure Schedule, none
      of
      the Acquired Companies currently is the beneficiary of any extension of time
      within which to file any Tax Return. Except as described in Section 3.9(a)
      of
      the Disclosure Schedule, no claim has ever been made by a Tax authority in
      a
      jurisdiction where any Acquired Company does not file Tax Returns that it is
      or
      may be subject to taxation by that jurisdiction. 

     

    The
      unpaid Taxes of the Acquired Companies (i) did not, as of the date of the
      Interim Balance Sheet, exceed the reserve for Tax liability (excluding any
      reserve for deferred Taxes established to reflect timing differences between
      book and Tax income) set forth on the face of the Interim Balance Sheet (rather
      than in any notes thereto), and (ii) will not, as of the Closing Date, exceed
      the reserve for Tax liability (excluding any reserve for deferred Taxes
      established to reflect timing differences between book and Tax income) set
      forth
      on the face of balance sheet set forth in the Net Working Capital Statement
      (rather than in any notes thereto) and taken into account in calculating Net
      Working Capital as of the Closing Date. Since the date of Interim Balance Sheet,
      no Acquired Company has incurred any liability for Taxes outside the Ordinary
      Course of Business or otherwise inconsistent with past custom and
      practice.

     

    Since
      January 1, 2001, except as provided in Section 3.9(c) of the Disclosure
      Schedule, no deficiencies for Taxes with respect to any of the Acquired
      Companies have been claimed, proposed or assessed by any Tax authority or other
      Governmental Body as to which any of the Acquired Companies has received written
      notice. Except as provided in Section 3.9(c) of the Disclosure Schedule, there
      are no pending or Threatened audits, assessments or other actions for or
      relating to any liability in respect of Taxes of any of the Acquired Companies.
      Except as provided in Section 3.9(c) of the Disclosure Schedule, there are
      no
      matters under discussion between any of the Acquired Companies and any Tax
      authority, with respect to Taxes that are likely to result in an additional
      liability for Taxes with respect to any of the Acquired Companies. The Acquired
      Companies have delivered or made available to Buyer complete and accurate copies
      of federal, state and local income Tax Returns of each of the Acquired Companies
      and their predecessors for Tax Periods ending on or after December 31, 2003,
      and
      complete and accurate copies of all examination reports and statements of
      deficiencies assessed against or agreed to by any of the Acquired Companies
      or
      any predecessors since December 31, 2003, with respect to Taxes of any type.
      Since December 31, 2001, except as provided in Section 3.9(c) of the Disclosure
      Schedule, (i) no Acquired Company nor any predecessor has waived any statute
      of
      limitations in respect of Taxes or agreed to any extension of time with respect
      to a Tax assessment or deficiency, and (ii) no request has been made in writing
      by any Tax authority and received by any Acquired Company for any such extension
      or waiver. Except as provided in Section 3.9(c) of the Disclosure Schedule,
      no
      power of attorney (other than powers of attorney authorizing employees of any
      Acquired Company to act on behalf of such Acquired Company) with respect to
      any
      Taxes has been executed or filed with any Tax authority that is still in effect.
      


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    There
      are
      no liens for Taxes upon any property or asset of any Acquired Company (other
      than for current Taxes not yet due and payable).

     

    Except
      as
      provided in Section 3.9(e) of the Disclosure Schedule, each Acquired Company
      has
      timely withheld, collected, deposited or paid all Taxes required to have been
      withheld, collected, deposited or paid, as the case may be, in connection with
      amounts paid or owing to any employee, independent contractor, creditor,
      stockholder or other third party. 

     

    Except
      as
      provided in Section 3.9(f) of the Disclosure Schedule, there are no Tax sharing
      agreements or similar arrangements (including indemnity arrangements) with
      respect to or involving any Acquired Company.

     

    Except
      as
      provided in Section 3.9(g) of the Disclosure Schedule, no Acquired Company
      has
      ever been a member of an affiliated group, as defined in the Code. No Acquired
      Company has any liability for the Taxes of any other Person (other than another
      Acquired Company) under Treasury Regulation Section 1.1502-6 (or any similar
      provision of state, local, or foreign law), as a transferee, by Contract, or
      otherwise.

     

    No
      Acquired Company has constituted either a “distributing corporation” or a
“controlled corporation” in a distribution of stock qualifying for tax-free
      treatment under Section 355 of the Code (i) in the two years prior to the date
      of this Agreement, or (ii) in a distribution which could otherwise constitute
      part of a “plan” or “series of related transactions” (within the meaning of
      Section 355(e) of the Code) that includes the Contemplated
      Transactions.

     

    Except
      as
      provided in Section 3.9(i) of the Disclosure Schedule, no Acquired Company
      (i)
      has consented at any time under former Section 341(f)(1) of the Code to have
      the
      provisions of former Section 341(f)(2) of the Code apply to any disposition
      of
      the assets of any of the Acquired Companies; (ii) has agreed, or is required,
      to
      make any adjustment under Section 481(a) of the Code by reason of a change
      in
      accounting method or otherwise; (iii) has made an election, or is required,
      to
      treat any of its assets as owned by another Person pursuant to the provisions
      of
      former Section 168(f) of the Code or as tax-exempt bond financed property or
      tax-exempt use property within the meaning of Section 168 of the Code; (iv)
      has
      acquired or owns any assets that directly or indirectly secure any debt the
      interest on which is tax exempt under Section 103(a) of the Code; (v) has made
      or will make a consent dividend election under Section 565 of the Code; or
      (vi)made any of the foregoing elections or is required to apply any of the
      foregoing rules under any comparable state or local Tax provision.

     

    No
      Acquired Company (i) has been a United States real property holding corporation
      within the meaning of Section 897(c)(2) of the Code during the applicable period
      specified in Section 897(c)(1)(A)(ii) of the Code; (ii) has been a stockholder
      of a “controlled foreign corporation” as defined in Section 957 of the Code (or
      any similar provision of state, local or foreign law); (iii) has been a
“personal holding company” as defined in Section 542 of the Code (or any similar
      provision of state, local or foreign law); (iv) has been a stockholder of a
      “passive foreign investment company” within the meaning of Section 1297 of the
      Code; or (v) has engaged in a trade or business, had a permanent establishment
      (within the meaning of an applicable Tax treaty) or has otherwise become subject
      to Tax jurisdiction in a country other than the country of its formation.



    
      
        
        

      

      
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    Except
      as
      provided in Section 3.9(k) of the Disclosure Schedule, no Acquired Company
      (i)
      is a partner for Tax purposes with respect to any joint venture, partnership,
      or
      other arrangement or Contract which is treated as a partnership for Tax purposes
      or (ii) owns a single member limited liability company which is treated as
      a
      disregarded entity.

     

    None
      of
      the outstanding indebtedness of any of the Acquired Companies constitutes
      indebtedness with respect to which any interest deductions may be disallowed
      under Sections 163(i) or 163(l) or 279 of the Code or under any other provision
      of applicable law.

     

    Each
      Acquired Company has been a validly electing S corporation within the meaning
      of
      Section 1361(a)(1) of the Code or limited partnership (and any comparable
      provision of state and local Law in each jurisdiction in which such Acquired
      Company is obligated to file income or franchise Tax Returns) at all times
      since
      its formation, and each Acquired Company that is a corporation will be an S
      corporation up to an including the Closing Date. No Acquired Company has (i)
      acquired any assets from any other corporation in a transaction in which the
      adjusted Tax basis in the acquired assets was determined by reference (in whole
      or in part) to the adjusted Tax basis of the acquired assets (or any other
      property) in the hands of the transferor or (ii) acquired the stock of any
      corporation which is a qualified subchapter S corporation. No Acquired Company
      shall be liable for any Tax under Section 1374 of the Code in connection with
      the deemed sale of such Acquired Company's assets (including the assets of
      any
      qualified subchapter S subsidiary) caused by the Section 338(h)(10)
      Elections.

     

    No
      Acquired Company has been a party to a transaction that is or is substantially
      similar to a “listed transaction,” as such term is defined in Treasury
      Regulations Section 1.6011-4(b)(2), or any other transaction requiring
      disclosure under analogous provisions of state, local or foreign Tax law. If
      any
      Acquired Company has entered into any transaction such that, if the treatment
      claimed by it were to be disallowed, the transaction would constitute a
      substantial understatement of federal income tax within the meaning of Section
      6662 of the Code, then such Acquired Company believes that it has either (x)
      substantial authority for the tax treatment of such transaction or (y) disclosed
      on its Tax Return the relevant facts affecting the tax treatment of such
      transaction.

     

    Each
      Seller is, and has been at all times during the period in which (i) each
      Acquired Company that is a corporation has been an S corporation within the
      meaning of Section 1361(a)(1) of the Code and (ii) such Seller has been a
      shareholder of each such Acquired Company, a valid shareholder of an S
      corporation within the meaning of Section 1361(a)(1) of the Code (and any
      comparable provision of state and local law in each jurisdiction in which each
      such Acquired Company is obligated to file income or franchise Tax
      Returns).


    
      
        
        

      

      
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    Employee
      Benefits

     

    List
      of Plans.
      Section
      3.10(a) of the Disclosure Schedule sets forth a complete list of each “employee
      benefit plan” as defined in Section 3(3) of the Employee Retirement Income
      Security Act of 1974, as amended, (“ERISA”)
      and
      each other plan, policy, program practice, agreement, understanding or
      arrangement (whether written or oral) providing compensation or other benefits
      to any current or former director, officer, employee or consultant (or to any
      dependent or beneficiary thereof) of any Acquired Company which is now, or
      was
      within the past six years, entered into, maintained, sponsored or contributed
      to
      by any Acquired Company or under the terms of which any Acquired Company has
      or
      is reasonably likely to have any obligation or liability, whether actual or
      contingent, including, without limitation, all employment, consulting,
      severance, termination, incentive, bonus, deferred compensation, retirement,
      pension, savings, profit sharing, retention, change in control, vacation,
      holiday, cafeteria, medical, disability, life, accident, fringe benefit, welfare
      and stock-based
      compensation plans,
      policies, programs, practices or arrangements (each, a “Target
      Benefit Plan”).
      

     

    Compliance.
      Except
      as described in Section 3.10(b) of the Disclosure Schedule, the Acquired
      Companies have made available to Buyer true and complete copies, as applicable,
      of (i) each Target Benefit Plan (or, if not written, a written summary of its
      material terms), including without limitation all plan documents, trust
      agreements, insurance contracts or other funding vehicles and all amendments
      thereto, (ii) all summaries and summary plan descriptions, including any summary
      of material modifications, (iii) the three most recent annual reports (Form
      5500
      series) filed with the IRS, (iv) the most recent actuarial report or other
      financial statement relating to such Target Benefit Plan, (v) the most recent
      determination or opinion letter, if any, issued by the IRS and any pending
      request for such a letter, (vi) the most recent nondiscrimination tests
      performed under the Code, and (vii) all filings made with any governmental
      entities, including but not limited any filings under the Employee Plans
      Compliance Resolution System or the Department of Labor Delinquent Filer
      Program.

     

    General
      Compliance.
      Each
      Target Benefit Plan complies in all material respects in form and operation,
      and
      has been administered in all material respects in accordance with, its terms
      and
      all applicable laws, including ERISA and the Code, and all contributions
      required to be made under the terms of any of the Target Benefit Plans as of
      the
      date of this Agreement have been timely made or, if not yet due, have been
      properly reflected on the Interim Balance Sheet or as an accrual on the
      accounting records of one or more of the Acquired Companies. With respect to
      each Target Benefit Plan, all tax, annual reporting and other governmental
      filings required by ERISA, the Code or other Legal Requirements have been timely
      filed with the appropriate governmental entity and all notices and disclosures
      have been timely provided to participants in all material respects. With respect
      to the Target Benefit Plans, no event has occurred and, to the Knowledge of
      Sellers and the Acquired Companies, there exists no condition or set of
      circumstances in connection with which any Acquired Company is reasonably likely
      to be subject to any material liability (other than for routine benefit
      liabilities) under the terms of, or with respect to, such Target Benefit Plans,
      ERISA, the Code or any other Legal Requirements. 


    
      
        
        

      

      
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    Tax
      Qualification of Plans.
      Each
      Target Benefit Plan that is intended to qualify under Section 401(a), Section
      401(k), Section 401(m), or Section 4975(e)(7) of the Code has either (A)
      received a favorable determination letter from the IRS as to its qualified
      status, or (B) may rely upon a favorable prototype opinion letter from the
      IRS,
      and each trust established in connection with any Target Benefit Plan which
      is
      intended to be exempt from federal income taxation under Section 501(a) of
      the
      Code is so exempt, and to the Knowledge of Sellers and the Acquired Companies,
      no fact or event has occurred that is reasonably likely to adversely affect
      the
      qualified status of any such Target Benefit Plan or the exempt status of any
      such trust. 

     

    Prohibited
      Transactions, Legal Actions, Ability to Amend, and
      Deductibility.
      To the
      Knowledge of Sellers and the Acquired Companies, there has been no prohibited
      transaction (within the meaning of Section 406 of ERISA, or Section 4975 of
      the
      Code and other than a transaction that is exempt under a statutory or
      administrative exemption) with respect to any Target Benefit Plan. None of
      the
      Acquired Companies, nor to the Knowledge of Sellers and the Acquired Companies,
      any other Person has any legally enforceable right or commitment to adopt,
      modify or terminate any Target Benefit Plan, other than with respect to a
      modification or termination required by ERISA or the Code. No suit,
      administrative proceeding, action or other litigation has been brought within
      the last six years or is Threatened against or with respect to any such Target
      Benefit Plan, including any audit or inquiry by the IRS or United States
      Department of Labor. Neither the Acquired Companies nor any ERISA Affiliate
      has
      any liability under ERISA Section 502. All contributions and payments to each
      Target Benefit Plan are deductible under Code Sections 162 or 404. No excise
      tax
      could reasonably be expected to be imposed upon any of the Acquired Companies
      under Chapter 43 of the Code.

     

    Title
      IV of ERISA.
      No
      Target Benefit Plan is a “multiemployer plan” (as defined in Section 3(37) of
      ERISA) (a “Multiemployer
      Plan”)
      or
      other pension plan subject to Title IV or Part 3 of Title I of ERISA or Section
      412 of the Code, and neither any Acquired Company nor any ERISA Affiliate (as
      defined below) has sponsored, maintained, participated in, contributed to,
      or
      has been required to participate in or contribute to a Multiemployer Plan or
      other pension plan subject to Title IV or Part 3 of Title I of ERISA or Section
      412 of the Code. None of the assets of the Acquired Companies or any ERISA
      Affiliate is, or may reasonably be expected to become, the subject of any lien
      arising under ERISA or Section 412(n) of the Code. For purposes of this
      Agreement, “ERISA
      Affiliate,”
with
      respect to any Person, shall mean any entity (whether or not incorporated)
      other
      than such Person that, together with such Person, is required to be treated
      as a
      single employer under Section 414(b), (c), (m) or (o) of the Code.

     

    Change
      in Control.Except
      as
      provided in Section 3.10(g) of the Disclosure Schedule, neither the execution
      and delivery of this Agreement nor the consummation of the transactions
      contemplated hereby will result in any payment, acceleration, increase or
      creation of any rights of any person to benefits under any Target Benefit Plan.
      


    
      
        
        

      

      
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    Golden
      Parachutes.
      Except
      as provided in Section 3.10(h) of the Disclosure Schedule, no amount that will
      be received (whether in cash, property, the vesting of property or otherwise)
      as
      a result of or in connection with the consummation of the Contemplated
      Transactions (either alone or in combination with any other event) or by any
      of
      the ancillary agreements, by any shareholder, employee, officer, director or
      other service provider of any Acquired Company who is a “disqualified
      individual” (as such term is defined in Treasury Regulation Section 1.280G-1)
      could reasonably be characterized as an “excess parachute payment” (as defined
      in Section 280G(b)(1) of the Code). 

     

    Retiree
      Health/COBRA.
      Except
      as provided in Section 3.10(i) of the Disclosure Schedule or except as required
      by applicable Legal Requirements, no Target Benefit Plan provides any of the
      following retiree or post-employment benefits to any person: medical, disability
      or life insurance benefits. No Target Benefit Plan is a voluntary employee
      benefit association under Section 501(a)(9) of the Code. The Acquired Companies
      and each ERISA Affiliate are in compliance in all material respects with (i)
      the
      applicable requirements of the Consolidated Omnibus Budget Reconciliation Act
      of
      1985, as amended, and the regulations (including proposed regulations)
      thereunder and any similar state law and (ii) the applicable requirements of
      the
      Health Insurance Portability and Accountability Act of 1996, as amended, and
      the
      regulations (including the proposed regulations) thereunder.

     

    Code
      Section 409A.
      Except
      as set forth in Section 3.10(j) of the Disclosure Schedule, no Target Benefit
      Plan or payment or benefit provided pursuant to any Target Benefit Plan between
      one or more Acquired Companies and any “service provider” (within the meaning of
      Section 409A of the Code) provides or is reasonably likely to provide for the
      deferral of compensation subject to Section 409A of the Code, whether pursuant
      to the execution and delivery of this Agreement or the consummation of the
      Contemplated Transactions (either alone or upon the occurrence of any additional
      or subsequent events) or otherwise. Each Target Benefit Plan that is a
      nonqualified deferred compensation plan subject to Section 409A of the Code
      has
      been operated and administered in good faith compliance with Section 409A of
      the
      Code from the period beginning January 1, 2005 through the date hereof.


     

    Service
      Provider Classification.
      Within
      the last six years, the Acquired Companies have properly classified all
      individuals providing services to the Acquired Companies as employees or
      non-employees for all relevant purposes.

     

    Plans
      Subject to Laws of Non-United States Jurisdictions.
      Except
      as set forth in Section 3.10(l) of the Disclosure Schedule, no Acquired Company
      maintains, participates in, contributes to or has any liability with respect
      to
      any employee benefit plan, program, or other similar arrangement providing
      compensation or benefits to any employee or former employee of any Acquired
      Company (or any dependent thereof) which plan, program or other similar
      arrangement is subject to the laws of any jurisdiction outside of the United
      States.


    
      
        
        

      

      
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    Sale
      Bonus Payments.
      Section
      3.10(m) of the Disclosure Schedule sets forth a preliminary, good faith estimate
      of the amount to be owed by the Acquired Companies as a result of the
      consummation of the Contemplated Transactions to each of Neil Kiefer, Bruce
      Clark and Sal Melilli pursuant to his Sale Participation Agreement.

     

    ERISA
      Affiliates.
      Section
      3.10(n) of the Disclosure Schedule sets forth a list of each ERISA Affiliate
      of
      each of the Acquired Companies (except, with respect to any Acquired Company,
      for any other Acquired Companies which are ERISA Affiliates of such Acquired
      Company). Except as set forth in Section 3.10(n) of the Disclosure Schedule,
      no
      Target Benefit Plan is, and none of the Acquired Companies nor any ERISA
      Affiliate thereof contributes to, has ever contributed to or has any liability
      or obligation, whether actual or contingent, with respect to (i) any “multiple
      employer plan” (within the meaning of Section 413(c) of the Code), or (ii) any
      "multiple employer welfare arrangement" (within the meaning of Section 3(40)
      of
      ERISA).

     

    Certain
      Insured Plans. Except
      as
      described in Section 3.10(o) of the Disclosure Schedule, no Target Benefit
      Plan
      that is an "employee welfare benefit plan" within the meaning of Section 3(1)
      of
      ERISA provides health or welfare benefits that are not fully insured through
      an
      insurance contract, and no Acquired Company is obligated to directly pay any
      such benefits or to reimburse any third Person payor for the payment of such
      benefits.

     

    Compliance
      with Legal Requirements

     

    Except
      as
      set forth in Section 3.11(a) of the Disclosure Schedule, and except with respect
      to Taxes, which are covered by Section 3.9, employee benefits, which are
      covered by Section 3.10, environmental matters, which are covered by Section
      3.16, and labor relations, which are covered by Section 3.18, the Acquired
      Companies are, and at all times since January 1, 2005 have been, in material
      compliance with the Legal Requirements that are or were applicable to the
      Acquired Companies or to the conduct or operation of their business or the
      ownership or use of any of their assets, including in regards to licenses to
      sell alcoholic beverages.

     

    Except
      as
      set forth in Section 3.11(b) of the Disclosure Schedule, no Acquired Company
      has
      received, at any time since January 1, 2005, any written notice or, to the
      actual knowledge of Neil Kiefer or Bruce Clark, with no duty to investigate,
      oral notice or other oral communication from any Governmental Body or any other
      Person regarding (i) any actual, alleged, possible, or potential violation
      by
      the Acquired Company of, or failure by the Acquired Company to comply with,
      any
      Legal Requirement, or (ii) any actual, alleged, possible, or potential
      obligation on the part of any Acquired Company to undertake, or to bear all
      or
      any portion of the cost of, any remedial action of any nature.


    
      
        
        

      

      
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    Legal
      Proceedings; Orders

     

    Except
      as
      set forth in Section 3.12(a) of the Disclosure Schedule, there is no pending
      Proceeding:

     

    that
      has been commenced by or against any Acquired Company or any assets owned,
      or to
      the knowledge of Bruce Clark or Neil Kiefer, with no duty to investigate, leased
      or licensed, by any Acquired Company; or

     

    that
      challenges, or that may have the effect of preventing, delaying, making illegal,
      or otherwise interfering with, any of the Contemplated
      Transactions.

     

    Except
      as
      set forth in Section 3.12(a) of the Disclosure Schedule, (i) no such Proceeding
      has been Threatened and (ii) to the Knowledge of Sellers and the Acquired
      Companies, no event has occurred or circumstance exists that is reasonably
      likely to give rise to or serve as a basis for the commencement of any such
      Proceeding. Sellers have delivered or made available to Buyer copies of all
      pleadings, correspondence, and other documents relating to each Proceeding
      listed in (or required to be listed in) Section 3.12(a) of the Disclosure
      Schedule (except to the extent that any correspondence or other documents are
      covered by the attorney-client privilege, work product, or similar doctrine;
      provided, however, that prior to the Closing, the Acquired Companies will make
      available to Buyer, upon Buyer’s reasonable request, any correspondence or
      documents that are covered by such privilege or doctrine).

     

    Except
      as
      set forth in Section 3.12(b) of the Disclosure Schedule:

     

    there
      is no Order that is binding upon any of the Acquired Companies or any of the
      assets owned by any Acquired Company;

     

    each
      Seller represents, solely with respect to himself or herself, that such Seller
      is not subject to any Order that is binding upon such Seller that relates to
      the
      business of, or any of the assets owned, leased, licensed, or used by, any
      Acquired Company; and

     

    to
      the Knowledge of the Sellers and the Acquired Companies, no officer or director
      of any Acquired Company is bound by any Order that prohibits such officer or
      director from engaging in or continuing any conduct, activity, or practice
      in
      the business of any Acquired Company.


    
      
        
        

      

      
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    Except
      as
      set forth in Section 3.12(c) of the Disclosure Schedule:

     

    each
      Acquired Company is, and at all times since January 1, 2005 has
      been, in full compliance with all of the terms and requirements of each Order
      binding upon such Acquired Company or any of the assets owned, or to the
      knowledge of Neil Kiefer or Bruce Clark, with no duty to investigate, leased
      or
      licensed, by such Acquired Company;

     

    to
      the Knowledge of Sellers and the Acquired Companies, no event has occurred
      or
      circumstance exists that is reasonably likely to constitute or result in (with
      or without notice or lapse of time) a material violation of or material failure
      to comply with any Order binding upon any Acquired Company or any of the assets
      owned, or to the knowledge of Neil Kiefer or Bruce Clark, with no duty to
      investigate, leased or licensed, by such Acquired Company;
      and

     

    no
      Acquired Company has received, at any time since January 1, 2005, any written
      or, to the actual knowledge of Neil Kiefer or Bruce Clark, with no duty to
      investigate, oral notice or other written or, to the actual knowledge of Neil
      Kiefer or Bruce Clark, with no duty to investigate, oral communication from
      any
      Governmental Body or any other Person regarding any actual or alleged violation
      of, or failure to comply with, any Order binding upon any of the Acquired
      Companies or any of the assets owned, or to the actual knowledge of Neil Kiefer
      or Bruce Clark, with no duty to investigate, leased or licensed, by any Acquired
      Company.

     

    Absence
      of Certain Changes and Events

     

    Except
      as
      set forth in Section 3.13 of the Disclosure Schedule, since the date of the
      2006
      Balance Sheet, the Acquired Companies have conducted their businesses only
      in
      the Ordinary Course of Business, and, except as set forth in Section 3.13 of
      the
      Disclosure Schedule, or as required by this Agreement, or as permitted under
      Section 5.2 with respect to the period between the date of this Agreement and
      the Closing, there has not been any:

     

    change
      in
      any Acquired Company’s Ownership Interests; grant of any stock option or right
      to purchase Ownership Interests of any Acquired Company; issuance of any
      security convertible into such grant; grant of any registration rights;
      purchase, redemption, retirement, or other acquisition by any Acquired Company
      of any Ownership Interests; or declaration or payment of any dividend or other
      distribution or payment in respect of Ownership Interests other than dividends
      with respect to Taxes;


    
      
        
        

      

      
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    amendment
      to the Organizational Documents of any Acquired Company;

     

    except
      in
      the Ordinary Course of Business, (i) payment or increase by any Acquired Company
      of any bonuses, salaries, or other compensation to any stockholder, director,
      officer, or employee or consultant; or (ii) entry into any employment,
      consulting, severance, change of control, retention or similar Contract with
      any
      director, officer, employee or consultant;

     

    except
      in
      the Ordinary Course of Business, or except as required by law or by the terms
      of
      any such Target Benefit Plan as in existence as of the date of this Agreement,
      adoption of, or increase in the payments to or benefits under, any Target
      Benefit Plan or any plan or arrangement that would constitute a Target Benefit
      Plan;

     

    material
      damage to or destruction or loss of, or material diminution in value of, any
      tangible asset or property owned, leased, licensed, or used by any Acquired
      Company, whether or not covered by insurance, materially and adversely affecting
      the properties, assets, business or financial condition of the Acquired
      Companies, taken as a whole;

     

    default
      by any Acquired Company under, entry into, termination, non-renewal, or
      modification of, or receipt of written, or to the actual knowledge of Neil
      Kiefer or Bruce Clark, with no duty to investigate, oral notice of termination,
      non-renewal, or modification of, or default by any party other than an Acquired
      Company under: (i) any franchise, license (other than in-bound software licenses
      for commercial software that is “off-the-shelf” or widely available entered into
      in the Ordinary Course of Business), distributorship, dealer, sales
      representative, joint venture, credit, or similar agreement to which any
      Acquired Company is a party; or (ii) any Contract or transaction involving
      a
      total remaining commitment by or to any Acquired Company of at least
      $250,000;

     

    other
      than sales in the Ordinary Course of Business, sale, license, lease, or other
      disposition of any material asset or property of any Acquired Company or
      mortgage, pledge, or imposition of any Encumbrance on any material asset or
      property of any Acquired Company, including the sale, lease, license, or other
      disposition of any Intellectual Property;

     

    cancellation
      or waiver of any claims or rights with a value to any Acquired Company in excess
      of $250,000;

     

    material
      change in the accounting methods used by any Acquired Company; 

     

    change
      of
      any material Tax election, settlement or compromise of any claim, notice, audit
      report or assessment in respect of Taxes, change of any annual Tax accounting
      period, adoption or change of any method of Tax accounting, filing of any
      amended Tax Return, entrance into any tax allocation agreement, tax sharing
      agreement, tax indemnity agreement or closing agreement relating to any material
      Tax, surrender of any right to claim a material Tax refund, or consent to any
      extension or waiver of the statute of limitations applicable to any material
      Tax
      claim or assessment; 


    
      
        
        

      

      
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    Contract
      to do any of the foregoing; or

     

    Material
      Adverse Change.

     

    Contracts;
      No Defaults

     

    Section
      3.14(a) of the Disclosure Schedule contains a complete and accurate list, and
      Sellers have delivered or made available to Buyer true and complete copies
      (including all exhibits, schedules, appendices, amendments thereto and the
      like), of:

     

    each
      Contract to which HOA or any of its Affiliates, officers or owners, on the
      one
      hand, is a party or by which any of them is bound, and to which HI or any of
      its
      Affiliates, officers or owners, on the other hand, is a party or by which any
      of
      them is bound, including, without limitation, the Settlement & Amendment to
      License Agreement dated September 13, 1999, by and among HI, Hooters Foods,
      Inc., Hooters of America, Inc. (“HOA”), Super Sports
      Merchandisers, Inc., and Eastern Foods, Inc (as amended, the “1999
      Agreement”) and the License Agreement dated March 21, 2001, by and among
      HOA, individually and as general partner of the HI Limited Partnership, and
      HI
      (the “2001 Agreement”) (collectively, the “HOA
      Agreements”);

     

    each
      Contract that involves performance of services or delivery of goods or materials
      by one or more Acquired Companies of an amount or value in excess of
      $250,000;

     

    each
      Contract that involves performance of services or delivery of goods or materials
      to one or more Acquired Companies of an amount or value in excess of
      $250,000;

     

    each
      Contract that was not entered into in the Ordinary Course of Business and that
      involves expenditures or receipts of one or more Acquired Companies in excess
      of
      $250,000;

     

    each
      Contract affecting the ownership of, leasing of, title to, use of, or any
      leasehold or other interest in, any real or personal property (except personal
      property leases and installment and conditional sales agreements having a value
      per item or aggregate payments of less than $250,000 per year or with terms
      of
      less than one year);


    
      
        
        

      

      
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    each
      joint venture, partnership, and other Contract (however named), other than
      the
      Shareholders Agreement, involving a sharing of profits, losses, costs, or
      liabilities by any Acquired Company with any other Person;

     

    each
      Contract containing covenants that prohibit any Acquired Company from engaging
      in, or restrict the right of, any Acquired Company to engage in any aspect
      of
      its business as it is currently being conducted or to compete with any
      Person;

     

    each
      Contract providing for payments to or by any Person based on sales, purchases,
      or profits, other than direct payments for goods or incentive payments to
      employees or independent contractors;

     

    each
      power of attorney granted by an Acquired Company to a party that is not an
      Acquired Company that is currently effective and
      outstanding;

     

    each
      Contract for capital expenditures in excess of $250,000;

     

    each
      written warranty, guaranty, and other similar undertaking with respect to
      contractual performance extended by any Acquired Company other than in the
      Ordinary Course of Business; and

     

    each
      amendment, supplement, and modification (whether oral or written) in respect
      of
      any of the foregoing.

     

    Notwithstanding
      anything herein to the contrary, any Contract entered into after the date hereof
      that is not entered into in violation of Section 5.2(j) shall be deemed to
      be
      listed in Section 3.14(a) of the Disclosure Schedule as of the date of such
      Contract for all purposes herein. 

     

    Except
      as
      set forth in Section 3.14(b) of the Disclosure Schedule, to the Knowledge of
      Sellers and the Acquired Companies, no officer or director of any Acquired
      Company is bound by any agreement that purports to limit the ability of such
      officer or director to (i) engage in or continue any conduct, activity, or
      practice on behalf of any Acquired Company with respect to the business of
      such
      Acquired Company or (ii) assign to any Acquired Company any rights to any
      invention, improvement, or discovery.


    
      
        
        

      

      
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    Except
      as
      set forth in Section 3.14(c) of the Disclosure Schedule, each Contract
      identified or required to be identified in Section 3.14(a) of the Disclosure
      Schedule is in full force and effect and is valid and enforceable in accordance
      with its terms except as enforceability may be affected by bankruptcy,
      insolvency, or other laws affecting creditors rights, or principles of
      equity.

     

    Except
      as
      set forth in Section 3.14(d) of the Disclosure Schedule:

     

    each
      Acquired Company is in full compliance with all applicable terms and
      requirements of each Contract;

     

    to
      the Knowledge of Sellers and the Acquired Companies, each other Person that
      has
      any obligation or liability under any Contract is in full compliance with all
      applicable terms and requirements of such Contract;

     

    no
      event has occurred or circumstance exists that (with or without notice or lapse
      of time) is reasonably likely to result in a violation or Breach by an Acquired
      Company or, to the Knowledge of Sellers and the Acquired Companies, any other
      Person who is a party to any Contract, or give any such Person or, to the
      Knowledge of Sellers and the Acquired Companies, any Acquired Company, the
      right
      to declare a default or exercise any remedy under, or to accelerate the maturity
      or performance of, or to cancel, terminate, non-renew, or modify, any Contract;
      and

     

    no
      Acquired Company has given to or received from, any other Person, at any time
      since January 1, 2005 any written or, to the actual knowledge
      of Neil Kiefer or Bruce Clark, with no duty to investigate, oral notice
      regarding any actual or alleged violation or breach of, or default under, any
      Contract.

     

    Except
      as
      set forth in Section 3.14(e) of the Disclosure Schedule, none of the Acquired
      Companies is renegotiating or attempting to renegotiate, and, to the Knowledge
      of Sellers and the Acquired Companies, none of the other parties to any
      Contract, has given written or, to the actual knowledge of Neil Kiefer or Bruce
      Clark, with no duty to investigate, oral notice to any of the Acquired Companies
      that such other party wishes to renegotiate, any territories covered by, scope
      of rights granted under, duration, amounts paid or payable by or to any Acquired
      Company, or any other material terms, under current or completed Contracts
      with
      any Person.


    
      
        
        

      

      
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    Insurance

     

    Section
      3.15(a) of the Disclosure Schedule lists each of the insurance policies
      described in Section 3.15(a)(i) below, and the Acquired Companies have delivered
      or made available to Buyer:

     

    true
      and complete copies of all policies of insurance to which any Acquired Company
      is a party or under which any Acquired Company, or any director of any Acquired
      Company with respect to his being a director of any Acquired Company, is or
      has
      been covered at any time within the two years preceding the date of this
      Agreement;

     

    true
      and complete copies of all pending applications for policies of insurance;
      and

     

    any
      written statement by the auditor of any Acquired Company’s financial statements
      received by any Acquired Company since January 1, 2005, with
      regard to the adequacy of such entity’s coverage or of the reserves for
      claims.

     

    Section
      3.15(b) of the Disclosure Schedule describes any self-insurance arrangement
      by
      or affecting any Acquired Company, including any reserves established
      thereunder.

     

    Section
      3.15(c) of the Disclosure Schedule sets forth, by year, for the current policy
      year and each of the two preceding policy years:

     

    a
      summary of the loss experience under each policy;

     

    a
      statement describing each claim under an insurance policy for an amount in
      excess of $250,000, which sets forth:

     

    the
      name of the claimant;

     

    a
      description of the policy by insurer, type of insurance, and period of coverage;
      and

     

    the
      amount and a brief description of the claim; and

     

    a
      statement describing the loss experience for all such claims that were
      self-insured, including the number and aggregate cost of such
      claims.

     

    Except
      as
      set forth on Section 3.15(d) of the Disclosure Schedule:


    
      
        
        

      

      
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    All
      policies set forth in Section 3.15(a) of the Disclosure Schedule that are
      currently in effect are valid and enforceable against the Acquired Companies
      that are party thereto and the other party or parties thereto, except as
      enforceability may be affected by bankruptcy, insolvency, or other laws
      affecting creditors rights, or principles of equity.

     

    Since
      January 1, 2005, no Acquired Company has received any written or, to the actual
      knowledge of Neil Kiefer or Bruce Clark, with no duty to investigate, oral
      notice (A) denying coverage under any policy set forth in Section 3.15(a) of
      the
      Disclosure Schedule or stating that a defense will be afforded with reservation
      of rights or (B) of cancellation or that any insurance policy is no longer
      in
      full force or effect or will not be renewed or that the issuer of any policy
      is
      not willing or able to perform its obligations thereunder.

     

    The
      Acquired Companies have paid, on or before the due date or within any applicable
      grace period, all premiums due, and have otherwise performed all of their
      respective obligations, under each policy to which any Acquired Company is
      a
      party or that provides coverage to any Acquired Company or director
      thereof.

     

    The
      Acquired Companies have given notice to the insurer of all material claims
      that
      may be insured thereby.

     

    Environmental
      Matters

     

    Except
      as
      set forth in Section 3.16 of the Disclosure Schedule:

     

    Each
      Acquired Company is, and at all times since January 1, 2005, has been, in
      material compliance with, and has not been and is not in violation of or liable
      under, any Environmental Law. Since January 1, 2005, no Acquired Company has
      received any written or, to the actual knowledge of Neil Kiefer or Bruce Clark,
      with no duty to investigate, oral notice from: 

     

    any
      Governmental Body or private citizen acting in the public interest; or


     

    the
      current or prior owner or operator of any Facilities;

     

    of
      any
      actual or alleged violation or failure by the Acquired Company to comply with
      any Environmental Law, or of any obligation on the part of the Acquired Company
      to undertake or bear the cost of any Environmental, Health, and Safety
      Liabilities with respect to any of the Facilities or any other properties or
      assets (whether real, personal, or mixed) in which any Acquired Company has
      or
      has had an interest, or with respect to any property or Facility at or to which
      Hazardous Materials were generated, manufactured, refined, transferred,
      imported, used, or processed by any Acquired Company.


    
      
        
        

      

      
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    (i)
      the
      Acquired Companies have obtained and are in compliance with all Environmental
      Permits necessary for their operation as currently conducted and (ii) since
      January 1, 2002, no Acquired Company has been advised in writing by any
      Governmental Body of any actual or potential change in the status or terms
      and
      conditions of any Environmental Permit.

     

    There
      are
      no pending or Threatened claims, Encumbrances, or other restrictions against
      the
      Acquired Companies:

     

    resulting
      from any Environmental, Health, and Safety Liabilities; or


     

    arising
      under or pursuant to any Environmental Law, with respect to or affecting any
      of
      the Facilities or any other properties and assets (whether real, personal,
      or
      mixed) in which any Acquired Company has or had an
      interest.

     

    Since
      January 1, 2005, no Acquired Company has received, any written or, to the actual
      knowledge of Neil Kiefer or Bruce Clark, with no duty to investigate, oral
      citation, directive, inquiry, notice, Order, summons, warning or other
      communication that relates to Hazardous Activity by the Acquired Company,
      Hazardous Materials handled or stored by the Acquired Company, or any alleged
      or
      actual violation by the Acquired Company or failure by the Acquired Company
      to
      comply with any Environmental Law, or of any alleged or actual obligation by
      the
      Acquired Company to undertake or bear the cost of any Environmental, Health,
      and
      Safety Liabilities with respect to any of the Facilities or any other properties
      or assets (whether real, personal, or mixed) in which the Acquired Company
      had
      an interest, or with respect to any property or facility to which Hazardous
      Materials generated, manufactured, refined, transferred, imported, used, or
      processed by the Acquired Company, or any other Person for whose conduct the
      Acquired Company is or may be held responsible, have been transported, treated,
      stored, handled, transferred, disposed, recycled, or received by the Acquired
      Company.

     

    No
      Acquired Company has any Environmental, Health, and Safety Liabilities with
      respect to the Facilities or with respect to any other properties and assets
      in
      which any Acquired Company has or had an interest, or at any property
      geologically or hydrologically adjoining the Facilities or any such other
      property or assets.

     

    There
      are
      no Hazardous Materials present on or in the Environment at the Facilities
      resulting from the operations of any Acquired Company, including any Hazardous
      Materials contained in barrels, above or underground storage tanks, landfills,
      land deposits, dumps, equipment (whether moveable or fixed) or other containers,
      either temporary or permanent, and deposited or located in land, water, sumps,
      or any other part of the Facilities, or incorporated into any structure therein
      or thereon. No Acquired Company has conducted any Hazardous Activity on or
      in
      the Facilities or any other properties or assets (whether real, personal, or
      mixed) in which any Acquired Company has or had an ownership or possessory
      interest.


    
      
        
        

      

      
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    There
      has
      been no Release by any of the Acquired Companies or, to the Knowledge of Sellers
      and the Acquired Companies, Threat of Release by any of the Acquired Companies,
      of any Hazardous Materials at or from the Facilities or at any other locations
      where any Hazardous Materials were generated, manufactured, refined,
      transferred, produced, imported, used, or processed by any of the Acquired
      Companies from or by the Facilities, or by any of the Acquired Companies from
      or
      on any other properties and assets (whether real, personal, or mixed) in which
      any Acquired Company has or had an interest.

     

    Sellers
      have delivered or made available to Buyer true and complete copies and results
      of any reports, studies, analyses, tests, or monitoring possessed or initiated
      by Sellers or any Acquired Company pertaining to Hazardous Materials or
      Hazardous Activities in, on, or under the Facilities, or concerning compliance
      by any Acquired Company with Environmental Laws.

     

    Employees

     

    Section
      3.17(a) of the Disclosure Schedule contains a complete and accurate list of
      the
      following information for each employee of an Acquired Company presently earning
      aggregate compensation of $100,000 or more per year (including each such
      employee on leave of absence or layoff status): (i) job title; (ii) current
      compensation paid or payable and any change in compensation since December
      31,
      2006; (iii) whether the employee is paid on a salary or hourly basis; (iv)
      vacation accrued; and (v) years of service. 

     

    To
      the
      Knowledge of Sellers and the Acquired Companies, except as set forth in Section
      3.17(b) of the Disclosure Schedule, no vice president-level or higher-level
      employee of any Acquired Company is a party to, or is otherwise bound by, any
      agreement or arrangement, including any confidentiality, noncompetition, or
      proprietary rights agreement between such employee and any other Person
      (“Proprietary
      Rights Agreement”),
      that
      in any way materially restricts or is reasonably likely to materially restrict:
      (i) the performance of his or her duties as an vice president-level or higher
      employee of the Acquired Companies; or (ii) the ability of any Acquired Company
      to conduct its business in the Ordinary Course of Business, including any
      Proprietary Rights Agreement with any Seller or Acquired Company by any such
      employee. Except as provided in Section 3.17(b) of the Disclosure Schedule,
      to
      the actual knowledge of Neil Kiefer or Bruce Clark, with no duty to investigate,
      no key employee of any Acquired Company intends to terminate his employment
      with
      any such Acquired Company. 


    
      
        
        

      

      
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    Labor
      Relations; Compliance

     

    Since
      January 1, 2005, no Acquired Company has been or is a party to any collective
      bargaining or other organized labor or similar Contract. Except as stated in
      Section 3.18 of the Disclosure Schedule, since January 1, 2005, there has not
      been, there is not presently pending or existing, and there is not Threatened
      against an Acquired Company: (a) any (i) strike, or (ii) collective slowdown,
      picketing, work stoppage, or employee grievance process; (b) any Proceeding
      against any Acquired Company that alleges a violation by any Acquired Company
      of
      any Legal Requirement pertaining to labor relations or employment matters,
      including any charge or complaint filed by an employee or union with the
      National Labor Relations Board, the Equal Employment Opportunity Commission,
      or
      any comparable Governmental Body, organizational activity, or other labor or
      employment dispute against or affecting any of the Acquired Companies, or their
      premises; or (c) any application for certification of a collective bargaining
      agent. To the Knowledge of Sellers and the Acquired Companies, no event has
      occurred or circumstance exists that is reasonably likely to result in any
      collective work stoppage or other collective labor dispute, in either case
      by
      organized labor. There is no lockout of any group of employees by the Acquired
      Companies, and no such action is contemplated by any Acquired Company. Except
      as
      stated in Section 3.18 of the Disclosure Schedule, since January 1, 2005 each
      Acquired Company has complied in all material respects with all Legal
      Requirements relating to employment, equal employment opportunity,
      nondiscrimination, immigration, wages, hours, benefits, collective bargaining,
      the payment of social security and similar taxes, occupational safety and
      health, and plant closing. Except as stated in Section 3.18 of the Disclosure
      Schedule, no Acquired Company is liable for the payment of any compensation,
      damages, taxes, fines, penalties, or other amounts, however designated, for
      failure to comply with any of the foregoing Legal Requirements.

     

    Intellectual
      Property

     

    Except
      as
      provided in Section 3.19(a) of the Disclosure Schedule, and except for
      Intellectual Property which is licensed from another Person pursuant to a valid
      and enforceable Contract required to be listed under Section 3.19(c) (other
      than
      off the shelf software that has not been modified or misused by any of the
      Acquired Companies), all Intellectual Property that
      is
      material to the operation of the business of any of the Acquired Companies
      is
      owned
      entirely by one or more of the Acquired Companies. Except as provided in Section
      3.19(a) of the Disclosure Schedule, each item of Intellectual Property owned,
      licensed, or used by any of the Acquired Companies immediately prior to the
      Closing will be owned, licensed to, or available for use by the Acquired
      Companies on identical terms and conditions immediately subsequent to the
      Closing, free and clear of any community property interests, equitable or other
      liens, pledges, security interests, mortgages or any claims of any Seller.
      

     

    To
      the
      Knowledge of Sellers and the Acquired Companies, none of the Acquired Companies
      has in the last five (5) years infringed upon, misappropriated, or otherwise
      violated, and none of them does now, infringe, misappropriate, or otherwise
      violate, any Intellectual Property rights of any other Person. To the Knowledge
      of Sellers and the Acquired Companies, no other Person has in the last five
      (5)
      years infringed upon, misappropriated, or otherwise violated in any material
      respect any Intellectual Property rights of any of the Acquired Companies within
      North America.


    
      
        
        

      

      
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    Section
      3.19(c) of the Disclosure Schedule identifies all (i) Intellectual Property
      owned by or licensed to any of the Acquired Companies that is material to the
      business of the Acquired Companies as presently conducted and (ii) each license,
      sublicense, or agreement that any of the Acquired Companies has granted to
      any
      other Person with respect to any such Intellectual Property; provided, however,
      that Section 3.19(c) of the Disclosure Schedule need not identify any licenses
      for off the shelf software that has not been modified or misused by any of
      the
      Acquired Companies.

     

    Except
      as
      set forth in Section 3.19(d) of the Disclosure Schedule, the Acquired Companies
      have taken all actions necessary to maintain and protect all of the Intellectual
      Property of the Acquired Companies that is material to the business of the
      Acquired Companies as presently conducted.

     

    Governmental
      Authorizations

     

    The
      Acquired Companies currently have, and at all times since January 1, 2005 have
      had, in effect all material Governmental Authorizations necessary for them
      to
      own, lease, or operate their assets and to carry on their businesses as now
      conducted, including all Governmental Authorizations (whether or not material)
      that relate to the sale of alcoholic beverages. Except as described in Section
      3.20 of the Disclosure Schedule, there has occurred no violation by any Acquired
      Company of, default by any Acquired Company under, or, to the Knowledge of
      Sellers and the Acquired Companies, event giving to any Governmental Body any
      right of termination, amendment, or cancellation of, with or without notice
      or
      lapse of time or both, any such Governmental Authorization. Except as described
      in Section 3.20 of the Disclosure Schedule, since January 1, 2005, no Acquired
      Company has received any written notice or other written communication or,
      to
      the actual knowledge of Neil Kiefer or Bruce Clark, with no duty to investigate,
      any oral notice or other oral communication from any Governmental Body or any
      other Person regarding any actual, alleged, possible, or potential violation
      of
      or failure to comply with any term or requirement of any material Governmental
      Authorization (which violation or failure has not been cured) or revocation,
      withdrawal, suspension, cancellation, termination of, or modification to any
      material Governmental Authorization (which has not been cured). 

     

    Suppliers 

     

    Section
      3.21 of the Disclosure Schedule sets forth a complete and accurate list of
      the
      ten largest suppliers of materials, products, or services to each Acquired
      Company (measured by the aggregate amount purchased by such Acquired Company)
      during the Acquired Companies’ most recently ended fiscal year. Except as set
      forth in Section 3.21 of the Disclosure Schedule, since January 1, 2007, none
      of
      such suppliers listed in Section 3.21 of the Disclosure Schedule has canceled,
      terminated, or otherwise materially altered (including any material reduction
      in
      the rate or amount of sales or material increase in the prices charged) or
      given
      written or, to the actual knowledge of Neil Kiefer or Bruce Clark, with no
      duty
      to investigate, oral notice to any Acquired Company of any intention to do
      any
      of the foregoing or otherwise Threatened to cancel, terminate, or materially
      alter (including any material reduction in the rate or amount of sales) its
      relationship with any Acquired Company.


    
      
        
        

      

      
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    Relationships
      with Related Persons

     

    Each
      Seller represents, solely as to himself or herself, that except as set forth
      in
      Section 3.22 of the Disclosure Schedule, neither such Seller nor any Affiliate
      of such Seller has, or since January 1, 2005 has had, any interest in any
      property (whether real, personal, or mixed and whether tangible or intangible),
      used in or pertaining to the Acquired Companies’ businesses or has or is a party
      to any Contract with, has any right or claim against, has had business dealings
      with, or a material financial interest in any transaction with, any Acquired
      Company. 

     

    Brokers
      or Finders

     

    Neither
      the representing Seller nor his or her agents have incurred any obligation
      or
      liability, contingent or otherwise, for brokerage or finders’ fees or agents’
commissions or other similar payment in connection with this Agreement or the
      Contemplated Transactions.

     

    No
      Liability From Property Transfers

     

    Upon
      the
      Closing, none of the Acquired Companies will have any liabilities (contingent,
      unknown or otherwise) with respect to the property to be transferred as
      contemplated by Section 2.4(a)(v).

     

    No
      Conflicts

     

    Except
      as
      set forth in Section 3.25 of the Disclosure Schedule, the representing Seller
      is
      not bound by any agreement that would prevent any transaction contemplated
      by
      this Agreement.

     

    Restricted
      Securities

     

    The
      representing Seller acknowledges and agrees that the Chanticleer Shares are
      “restricted securities” with the meaning of the Securities Act, and the rules
      and regulations thereunder, and that, under the Securities Act and applicable
      regulations thereunder, such Chanticleer Shares may not be resold, pledged
      or
      otherwise transferred without registration under the Securities Act except
      in
      certain limited circumstances. The representing Seller acknowledges that (i)
      the
      Chanticleer Shares are being offered in a transaction exempt from registration
      under Section 5 of the Securities Act and applicable state securities laws,
      (ii)
      such Chanticleer Shares may not be offered, resold, pledged or otherwise
      transferred except (A) in a transaction meeting the requirements of Rule 144
      under the Securities Act, or in accordance with another exemption from the
      registration requirements of the Securities Act (and based upon an opinion
      of
      counsel if Chanticleer so requests), (B) to Chanticleer or (C) pursuant to
      an
      effective registration statement under the Securities Act, in each case in
      accordance with the applicable securities laws of any state of the United States
      or any other applicable jurisdiction, and (iii) the representing Seller will
      be
      required to notify any subsequent purchaser from such representing Seller of
      the
      resale restrictions set forth in this Section 3.26(a).


    
      
        
        

      

      
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    The
      representing Seller acknowledges and agrees that (i) any registrar or transfer
      agent for the Chanticleer Shares will not be required to accept for registration
      of transfer any Chanticleer Shares except upon presentation of evidence
      reasonably satisfactory to Chanticleer that the restrictions on transfer under
      the Securities Act have been satisfied and (ii) any Chanticleer Shares in the
      form of definitive physical certificates will bear a legend substantially in
      the
      form set forth below:

     

    THE
      SECURITIES EVIDENCED HEREBY WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
      FROM
      REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933 (THE
      “SECURITIES ACT”) AND APPLICABLE STATE SECURITIES LAWS, AND THE SECURITIES
      EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
      ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER
      OF
      THE SECURITIES EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT
      (A)
      SUCH SECURITIES MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT
      (1)
      IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES
      ACT,
      OR IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
      OF
      THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO
      REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH THE
      APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
      APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
      IS
      REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE
      RESTRICTIONS SET FORTH IN (A) ABOVE. 

     

    Accredited
      Investor

     

    The
      representing Seller is an “accredited investor” within the meaning of Rule
      501(a) of Regulation D under the Securities Act or an entity in which all of
      the
      equity owners are accredited investors within the meaning of Rule
      501(a).

     

    The
      representing Seller is purchasing the Chanticleer Shares for his or her own
      account or for the account of one or more other accredited investors or as
      a
      fiduciary for the account of one or more entities, each of which is an
      accredited investor within the meaning of Rule 501(a) (1), (2), (3) or (7)
      under
      the Securities Act, and for each of which it exercises sole investment
      discretion. The representing Seller has such knowledge and experience in
      financial and business matters that such representing Seller is capable of
      evaluating the merits and risks of purchasing the Chanticleer Shares.


     

    The
      representing Seller is not acquiring the Chanticleer Shares with a view to
      any
      distribution thereof in a transaction that would violate the Securities Act
      or
      the securities laws of any state of the United States or any other applicable
      jurisdiction; provided, however,
      that the disposition of the representing Seller’s property and the property of
      any accounts for which the representing Seller is acting as fiduciary shall
      remain at all times within the representing Seller’s control.

     

    
      
        
        

      

      
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    The
      representing Seller is a resident and domiciliary of the state or other
      jurisdiction as previously described to Chanticleer in writing.

     

    Acknowledgment

     

    Other
      than any representations and warranties by Buyer, if any, in the documents
      to be
      executed and delivered by Buyer under the terms of this Agreement, at or prior
      to the Closing, Sellers acknowledge that they are not relying on any
      representations or warranties by Buyer with respect to the transactions
      contemplated hereby except for the representations and warranties expressly
      provided in Section 4.1 through Section 4.10. 

     

    Election
      Acknowledgment

     

    Each
      Option 1 Seller acknowledges that prior to the execution of this Agreement
      it
      had the opportunity to elect to be an Option 2 Seller with respect to some
      or
      all of its Shares and receive no equity consideration but more cash
      consideration than it will receive as an Option 1 Seller.

     

    Each
      Option 2 Seller acknowledges that prior to the execution of this Agreement
      it
      had the opportunity to elect to be an Option 1 Seller with respect to some
      or
      all of its shares and receive less cash consideration but more equity
      consideration than it will receive as an Option 2 Seller.

     

    Disclaimer

     

    Without
      impacting any representations or warranties by Sellers in the Sellers’ Closing
      Documents, neither any Seller nor all of Sellers shall be deemed to have made
      to
      Buyer any representation or warranty as to the Ownership Interests or pertaining
      to this Agreement or any of the Acquired Companies other than as expressly
      made
      in Section 3.1 through Section 3.29. Without limiting the generality of the
      foregoing or impacting any representations or warranties by Sellers, if any,
      in
      the Sellers’ Closing Documents, and notwithstanding any otherwise express
      representations and warranties made in this Agreement, none of Sellers makes,
      and Sellers do not make, any representation or warranty to Buyer with respect
      to:

     

    any
      projections, estimates or budgets heretofore delivered to or made available
      to
      Buyer of future revenues, expenses or expenditures, future results of
      operations; or

     

    any
      other
      information or documents made available to Buyer or its counsel, accountants
      or
      advisors in any way pertaining to any Acquired Company except as expressly
      covered by a representation and warranty contained in Section 3.1 through
      Section 3.29.

     

    
      
        
        

      

      
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    REPRESENTATIONS
      AND WARRANTIES OF BUYER

     

    Buyer
      represents and warrants to each Seller (except (i) Buyer represents and warrants
      solely to the Option 1 Sellers with respect to Sections 4.6, 4.7, 4.8, 4.9
      and
      4.10 and (ii) that the representations and warranties made in Sections 4.2
      and
      4.6 assume that the waiting period required by the SEC for the withdrawal of
      Chanticleer’s election to be regulated as a business development corporation
      under the Investment Company Act has expired and no comments from the SEC
      relating thereto remain outstanding) as follows:

     

    Organization
      and Good Standing

     

    Buyer
      is
      a corporation duly organized, validly existing, and in good standing under
      the
      laws of the State of Delaware.

     

    Authority;
      No Conflict

     

    This
      Agreement constitutes the legal, valid, and binding obligation of Buyer,
      enforceable against Buyer in accordance with its terms. Buyer has the absolute
      and unrestricted right, power, and authority to execute and deliver this
      Agreement and to perform its obligations under this Agreement.

     

    Neither
      the execution and delivery of this Agreement by Buyer nor the consummation
      or
      performance of any of the Contemplated Transactions by Buyer will give any
      Person the right to prevent, delay, or otherwise interfere with any of the
      Contemplated Transactions pursuant to:

     

    any
      provision of Buyer’s Organizational Documents;

     

    any
      resolution adopted by the board of directors or the stockholders of
      Buyer;

     

    any
      Legal Requirement, Order or Governmental Authorization to which Buyer may be
      subject; or

     

    any
      contract to which Buyer is a party or by which Buyer is
      bound.

     

    Except
      as
      set forth in Section 4.2(c) of the Disclosure Schedule, Buyer is not and will
      not be required to obtain any Consent from any Person in connection with the
      execution and delivery of this Agreement or the consummation or performance
      of
      any of the Contemplated Transactions.

     

    Investment
      Intent

     

    Buyer
      is
      acquiring the Shares for its own account and not with a view to their
      distribution within the meaning of Section 2(11) of the Securities
      Act.

     

    
      
        
        

      

      
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    Brokers
      or Finders

     

    Except
      for fees and expenses payable to Global Hunter Securities, LLC, Buyer and its
      officers and agents have incurred no obligation or liability, contingent or
      otherwise, for brokerage or finders’ fees or agents’ commissions or other
      similar payment in connection with this Agreement or the Contemplated
      Transactions.

     

    Acknowledgment

     

    Other
      than any representations and warranties by Sellers, if any, contained in the
      Sellers’ Closing Documents, Buyer acknowledges that it is not relying on any
      representations or warranties by any or all Sellers with respect to the
      Ownership Interests or pertaining in any way to any of the Acquired Companies
      except for the representations and warranties expressly provided in Section
      3.1
      through Section 3.29. 

     

    Chanticleer
      Organization and Good Standing

     

    Chanticleer
      is a corporation duly incorporated, validly existing and in good standing under
      the laws of the State of Delaware and is duly licensed or qualified to transact
      business as a foreign corporation. Chanticleer has the corporate power and
      authority to own and hold its properties and to carry on its business as now
      conducted and as proposed to be conducted. Chanticleer is in full compliance
      with all of the terms and provisions of its certificate of incorporation (the
      “Chanticleer
      Charter”)
      and
      its bylaws. Chanticleer does not own or control, directly or indirectly, any
      investment or interest in any other corporation, partnership, limited liability
      company, association or other business entity other than Buyer and as disclosed
      in Chanticleer’s public filings with the SEC; provided, that Chanticleer will
      indirectly own 100% of the equity interests of HI upon consummation of the
      acquisition thereof.

     

    Chanticleer
      Authority; No Conflict 

     

    The
      Chanticleer Shares have been duly authorized, and are validly issued, fully
      paid
      and nonassessable shares of Chanticleer Common Stock, and are free and clear
      of
      all claims, except as set forth in the Chanticleer Charter. The sale or delivery
      of any of the Chanticleer Shares is not subject to any preemptive right of
      stockholders of Chanticleer or to any right of first refusal or other right
      in
      favor of any person that has not been duly waived.

     

    Capitalization

     

    As
      of the
      date hereof, the authorized capital stock of Chanticleer consists of 100,000,000
      shares of Chanticleer Common Stock, and 8,618,032 shares of Chanticleer Common
      Stock are issued and outstanding, all of which have been duly authorized and
      are
      validly issued, fully paid and nonassessable. Between the date hereof and the
      Closing Date, Chanticleer may (i) effect a reverse stock split with respect
      to
      the outstanding shares of Chanticleer Common Stock, (ii) issue additional shares
      of Chanticleer Common Stock and warrants in connection with the Financing and/or
      (iii) issue additional shares of Chanticleer Common Stock, options or other
      equity rights in connection with equity compensation arrangements. Chanticleer
      has no obligation (contingent or other) to purchase, redeem or otherwise acquire
      any of its equity securities or any interest therein or to pay any dividend
      or
      make any other distribution in respect thereof. There are no voting trusts
      or
      agreements, stockholders’ agreements, pledge agreements, buy-sell agreements,
rights
      of
      first refusal, preemptive rights or proxies relating to any securities of
      Chanticleer (whether or not Chanticleer is a party thereto). All of the
      outstanding securities of Chanticleer were issued in compliance with all
      applicable Federal and state securities laws. No Person has made any claim
      in
      writing for rescission of such Person’s purchase of securities of
      Chanticleer.

    
       

      
        
          
          

        

        
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    Securities
      Matters

     

    As
      of the
      date of this Agreement, Chanticleer is a business development company, as
      defined in the Investment Company Act. Chanticleer is subject to the periodic
      reporting, proxy rules and other requirements of the Exchange Act. Chanticleer
      has been subject to the filing requirements of the Exchange Act for at least
      the
      past ninety (90) days prior to the date of this Agreement, and has timely filed
      all reports, statements or documents required to be filed under the Exchange
      Act
      in the last twelve (12) months. The reports and other filings made by
      Chanticleer in the last twelve (12) months pursuant to the Investment Company
      Act and the Exchange Act did not, at the time they were filed (or if
      subsequently amended or supplemented, at the time of such amendment or
      supplement), contain any untrue statement of a material fact or omit to state
      a
      material fact necessary to make the statements contained therein, in light
      of
      the circumstances in which they were made, not misleading.

     

    No
      Material Adverse Effect

     

    There
      is
      no Proceeding pending, or to the actual knowledge, with no duty to investigate,
      of the chief executive officer of Chanticleer threatened, against Chanticleer
      or
      any of its Subsidiaries that has had or would reasonably be expected to have,
      if
      determined adversely to Chanticleer, or any such Subsidiary, a Chanticleer
      Material Adverse Effect.

     

    COVENANTS
      OF SELLERS
      AND THE
      ACQUIRED COMPANIES

     

    Access
      and Investigation

     

    Between
      the date of this Agreement and the Closing Date, each Acquired Company and
      its
      Representatives will (a) afford Buyer and its Representatives (including
      prospective financing sources and their Representatives) (collectively,
“Buyer’s
      Advisors”)
      full
      and free access during normal business hours and on reasonable prior notice
      to
      each Acquired Company’s personnel, properties, contracts, books and records, and
      other documents and data, (b) furnish Buyer and its Representatives with copies
      of all such contracts, books and records, and other existing documents and
      data
      as Buyer may reasonably request, and (c) furnish Buyer and its Representatives
      with such additional financial, operating, and other data and information as
      Buyer may reasonably request.

     

    Operation
      of the Businesses of the Acquired Companies

     

    Except
      as
      expressly provided in this Agreement and except for the refinancing of the
      BofA
      Agreement as contemplated by Section 2.4(a)(xii) and the restructuring of the
      Wachovia Agreement as contemplated by Section 2.4(a)(xiii), between the date
      of
      this Agreement and the Closing Date, each Acquired Company will:

     

    conduct
      the business of such Acquired Company only in the Ordinary Course of Business,
      unless previously consented to in writing by Buyer;

     

    
      
        
        

      

      
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    maintain
      all of the Acquired Companies’ material assets and properties, including
      Facilities, in good working order and condition (normal wear and tear
      excepted);

     

    perform
      in all material respects all of its obligations under its
      Contracts;

     

    keep
      in
      full force and effect present insurance policies or other comparable insurance
      coverage;

     

    comply
      in
      all material respects with all Legal Requirements applicable to the Acquired
      Companies;

     

    preserve
      intact the current business organization of each Acquired Company, and use
      commercially reasonable efforts to maintain the relations and good will with
      suppliers, customers, landlords, creditors, employees, contractors, agents,
      and
      others having business relationships with such Acquired Company;

     

    confer
      with Buyer concerning operational matters of a material nature; 

     

    otherwise
      report periodically to Buyer concerning the status of the business, operations,
      and finances of such Acquired Company at Buyer’s reasonable request;


     

    give
      any
      notices to third parties and use commercially reasonable efforts to obtain
      all
      consents set forth in Section 3.2(c) of the Disclosure Schedule;

     

    except
      for a letter of intent and other documents and agreements with respect to the
      development of a new restaurant in Hillsborough County, Florida, not enter
      into
      any new material Contract (or modify, amend, terminate or waive any material
      right or obligation under any existing Contract) that is outside the Ordinary
      Course of Business or that would obligate any of the Acquired Companies to
      pay
      in excess of $250,000 or which is not terminable by the Acquired Companies
      upon
      60 days notice without having to pay a fee, penalty or other amount, other
      than
      those Contracts contemplated by Section 2.4(a) hereof;

     

    not
      declare, set aside or pay any dividends
      or other distributions to any holders of Shares, capital stock or any security
      convertible into, or exchangeable or exercisable for Shares or capital stock
      of
      any of the Acquired Companies,
      except
      cash dividends paid to Sellers in the Ordinary Course of Business;

     

    not
      sell,
      assign, lease, license, or otherwise transfer or dispose of any of its assets
      or
      properties, except (i) in the Ordinary Course of Business or (ii) sales,
      assignments, leases, licenses, or other transfers of assets or properties with
      an aggregate consideration of less than $250,000 individually or $1,000,000
      in
      the aggregate, or enter into, create or allow to be created or to exist any
      Encumbrances on its assets or properties, except Permitted
      Encumbrances;

     

    not
      make
      or change any material Tax election, settle or compromise any claim, notice,
      audit report or assessment in respect of Taxes, change any annual Tax accounting
      period, adopt or change of any method of Tax accounting, file any amended Tax
      Return without
      conferring with Buyer in advance, enter into any tax allocation agreement,
      tax
      sharing agreement, tax indemnity agreement or closing agreement relating to
      any
      material Tax, surrender any right to claim a material Tax refund, or consent
      to
      any extension of waiver of the statute of limitations applicable to any material
      Tax claim or assessment;

    
       

      
        
          
          

        

        
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    other
      than as required by an applicable Legal Requirement or the terms of any Contract
      existing on the date hereof, without the prior written consent of Buyer, not
      make any change in, or accelerate the vesting of, the compensation or benefits
      payable or become payable to any director or vice president or higher level
      officer, or grant any severance or termination pay to, any of its officers,
      directors, employees, agents or consultants or enter into or amend any
      employment, consulting, severance, retention, change in control, termination
      pay, collective bargaining or other agreement, any Target Benefit Plan, or
      any
      equity based compensation, pension, deferred compensation, welfare benefits
      or
      other employee benefit plan or arrangement, or make any loans to any of its
      officers, directors, employees, affiliates or agents or consultants or make
      any
      change in its existing borrowing or lending arrangements for or on behalf of
      any
      of such Persons pursuant to a Target Benefit Plan or otherwise; provided,
      however, that this paragraph (n) shall not prevent an Acquired Company from
      entering into or modifying at-will offer letters with new non-officer employees
      in the Ordinary Course of Business;

     

    not
      (i)
      merge or consolidate with any other Person, (ii) make or incur any capital
      expenditure (or series of related capital expenditures) outside the Ordinary
      Course of Business, (iii) make any capital investment in, any loan to, or any
      acquisition of the securities or all or any substantial portion of the assets
      of, any other Person (or series of related capital investments, loans, and
      acquisitions) outside the Ordinary Course of Business, or (iv) issue any note,
      bond, or other debt security or create, incur, assume, or guarantee any
      indebtedness for borrowed money or capitalized lease obligation outside the
      Ordinary Course of Business and in no event in excess of $1,000,000 in the
      aggregate;

     

    not
      pay
      any amount to any third party with respect to any liability (excluding any
      costs
      and expenses incurred or which may be incurred in connection with this Agreement
      and the transactions contemplated hereby) other than in the Ordinary Course
      of
      Business;

     

    not
      take
      any action for its winding up, liquidation, dissolution, or reorganization
      or
      for the appointment of a receiver, administrator, or administrative receiver,
      trustee, or similar officer of all or any of its assets or revenues;
      and

     

    not
      enter
      into any agreement containing any provision or covenant limiting in any respect
      its ability to (i) sell or buy any products or services to or from any other
      Person, (ii) engage in any line of business, or (iii) compete with any
      Person.

     

    Required
      Approvals

     

    As
      promptly as reasonably practicable after the date of this Agreement, Sellers
      will, and will cause each Acquired Company to, make all filings required by
      Legal Requirements to be made by
      them
      in order for Sellers and the Acquired Companies to consummate the Contemplated
      Transactions. Between the date of this Agreement and the Closing Date, Sellers
      will, and will cause each Acquired Company to, (a) cooperate reasonably with
      Buyer with respect to all filings that Buyer elects to make or is required
      by
      Legal Requirements to make in connection with the Contemplated Transactions
      and
      (b) cooperate reasonably with Buyer in obtaining all Consents, if any,
      identified in Section 4.2(c) of the Disclosure Schedule. Buyer shall pay any
      and
      all attorneys’ and other fees and costs relative to any alcoholic beverage
      license approvals, filings or amendments required because of the Contemplated
      Transactions.

    
       

      
        
          
          

        

        
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    Notification

     

    Between
      the date of this Agreement and the Closing Date, Sellers (i) will promptly
      notify Buyer in writing if any Seller or any Acquired Company becomes aware
      of
      any fact or condition that causes a representation or warranty by Sellers or
      any
      Seller in Article 3 to be inaccurate, and (ii) may, at their option, deliver
      to
      Buyer a supplement to the Disclosure Schedule specifying the occurrence after
      the date of this Agreement of any new fact or condition that would cause a
      representation or warranty by Sellers or any Seller in Article 3 to be
      materially inaccurate had such representation or warranty been made as of the
      time that any Seller or any Acquired Company became aware of such fact or
      condition, or that is necessary to be disclosed to Buyer in order to make such
      representation and warranty correct in all material respects. 

     

    Between
      the date of this Agreement and the Closing Date, Sellers will promptly notify
      Buyer if any Seller or any Acquired Company becomes aware of the occurrence
      of
      any Breach of any covenant of Sellers in this Article 5 or of the occurrence
      of
      any event that would reasonably be expected to make the satisfaction of the
      conditions in Article 7 impossible or unlikely. 

     

    Except
      as
      provided in Section 5.4(a)(ii), no disclosure by any Seller or any Acquired
      Company pursuant to this Section 5.4 shall be deemed to amend or supplement
      the
      Disclosure Schedule or to prevent or cure any misrepresentation, breach of
      warranty or breach of covenant. 

     

    Payment
      of Indebtedness by Related Persons

     

    Except
      as
      expressly provided in this Agreement, each Seller, solely with respect to
      himself or herself, will cause all indebtedness owed to an Acquired Company
      by
      such Seller or any Affiliate of such Seller (other than the Acquired Companies)
      to be paid in full prior to Closing.

     

    No
      Negotiation

     

    Until
      such time, if any, as this Agreement is terminated pursuant to Article 9,
      Sellers will not, and will cause each Acquired Company and each of their
      Representatives not to, directly or indirectly solicit, initiate, or encourage
      any inquiries or proposals from, discuss or negotiate with, provide any
      non-public information to, or consider the merits of any unsolicited inquiries
      or proposals from, any Person (other than Buyer) relating to any transaction
      involving the sale of the business or assets (other than in the Ordinary Course
      of Business or in accordance with Section 5.2(l)) of any Acquired Company,
      or
      any of the capital stock of any Acquired Company, or
      any
      merger, consolidation, business combination, or similar transaction involving
      any Acquired Company (any such transaction, an “Acquisition
      Transaction”).
      The
      Acquired Companies, Seller Representative, and each Seller shall, and shall
      cause the Acquired Companies’ officers, directors, employees, Subsidiaries, and
      Affiliates to, (a) immediately cease and cause to be terminated any and all
      contracts, discussions, and negotiations with third parties regarding the
      foregoing, (b) immediately notify Buyer of any direct
      or
      indirect proposal to discuss, pursue, solicit, initiate, participate in,
      encourage or otherwise enter into any discussions, negotiations, agreements
      or
      other arrangements regarding, an Acquisition Transaction with any Person other
      than Buyer or its Affiliates, or any inquiry or contact with any Person other
      than Buyer or its Affiliates with respect thereto which has been made as of
      the
      date hereof or is subsequently made, and the details of such contact (including
      the identity of the third party, or third parties and the specific terms and
      conditions discussed or proposed), and (iii) keep Buyer fully informed with
      respect to the status of the foregoing.

    
       

      
        
          
          

        

        
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    Insurance

     

    Effective
      as of the Closing, the Acquired Companies shall purchase, and Buyer shall cause
      the Acquired Companies to purchase, an extended reporting period endorsement
      under the Acquired Companies’ existing directors’ and officers’ liability
      insurance coverage for the Acquired Companies’ directors and officers, which
      endorsement shall provide such directors and officers with coverage for a period
      of not less than six years commencing on the Closing Date, and which endorsement
      shall provide coverage amounts, terms, and conditions which are no less
      favorable to the insured persons than the directors’ and officers’ liability
      insurance coverage currently maintained by the Acquired Companies with respect
      to acts or omissions occurring prior to or on the Closing Date. Fifty percent
      (50%) of the cost of such policy shall be paid by Sellers or shall reduce the
      amount otherwise payable to Sellers, in either case in connection with the
      Initial Adjustment Amount. Buyer and the Acquired Companies shall not terminate,
      modify or amend the terms of such endorsements in any manner. 

     

    Employee
      Matters

     

    At
      or
      prior to the Closing, the Acquired Companies shall pay to each of Neil Kiefer,
      Bruce Clark and Sal Melilli all Sale Bonus Payments relating to the sale of
      the
      Acquired Companies under the terms of this Agreement and terminate and satisfy
      all outstanding obligations with respect to the Acquired Companies under each
      of
      the Sale Participation Agreements.

     

    At
      or
      prior to the Closing, the Acquired Companies shall terminate and satisfy all
      outstanding obligations with respect to the Acquired Companies under each of
      (i)
      the Amended and Restated Executive Retirement Bonus Agreement with Neil G.
      Kiefer, dated October 13, 1999, (ii) the Amended and Restated Executive
      Retirement Bonus Agreement with Bruce W. Clark, dated October 13, 1999, and
      (iii) the Executive Retirement Bonus Agreement with Salvatore Melilli, dated
      September 12, 2006.


    Charity
      Commitments

     

    At
      or
      prior to the Closing, Sellers shall make all payments required to be made at
      such time and otherwise assume all liabilities and obligations as to the charity
      commitments listed in Exhibit
      2.4(a)(ii)(D) (the
      “Charity
      Commitments”).

    
       

      
        
          
          

        

        
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    Commercially
      Reasonable Efforts

     

    Between
      the date of this Agreement and the Closing Date, Sellers and the Acquired
      Companies will use their commercially reasonable efforts to cause the conditions
      in Articles 7 and 8 to be satisfied; provided, however, that none of the Sellers
      or the Acquired Companies shall be deemed not to have used such commercially
      reasonable efforts solely because of any supplements to the Disclosure Schedule
      made in accordance with Section 5.4(a)(ii).

     

    Assistance
      with Financing

     

    The
      Acquired Companies and their Subsidiaries shall, and shall use commercially
      reasonable efforts to cause their respective Representatives to, cooperate
      in
      connection with the arrangement of the Financing as may be reasonably requested
      by Buyer including by (i) participating in meetings, presentations, road shows,
      due diligence sessions and sessions with rating agencies; (ii) assisting with
      the preparation of materials for rating agency presentations, offering
      documents, private placement memoranda, bank information memoranda, prospectuses
      and similar documents required in connection with the Financing; (iii)
      furnishing Buyer and its financing sources with historical financial information
      and similar information regarding the Acquired Companies and their Subsidiaries
      as may be reasonably requested by Buyer, including all historical financial
      statements and financial data of the type reasonably identified by Buyer as
      being required by Regulation S-X, Regulation S-K and Regulation D under the
      Securities Act, to use in connection with the Financing or any other financing
      transaction executed in connection with the transactions contemplated hereby
      (the “Required
      Financial Information”);
      (iv)
      cooperate with Buyer and its financing sources in providing business and
      financial projections regarding the Acquired Companies and their Subsidiaries
      as
      may be reasonably requested by Buyer; (v) using commercially reasonable efforts
      to obtain customary accountants’ comfort letters, legal opinions, surveys,
      affidavits, subordination and non-disturbance agreements, memoranda of leases,
      consents, waivers, title policies and commitments, and pay-off letters as may
      be
      reasonably requested by Buyer and its financing sources; provided, however,
      that
      the Acquired Companies shall not be required to request any opinion letter
      with
      respect to the HOA Agreements; (vi) executing and delivering, as of the Closing
      Date, such definitive financing documents as may be reasonably requested by
      Buyer; (vii) taking all corporate actions necessary to authorize the
      consummation of the Financing and to permit the proceeds thereof to be made
      available pursuant to the terms of the definitive agreements as to the
      Financing; (viii) reasonably facilitating the pledge of collateral and the
      perfection of the security interests therein; and (ix) taking all other actions
      reasonably requested by Buyer in connection with the Financing; provided,
      however, that notwithstanding the foregoing, (a) neither the Acquired Companies
      nor any of their Subsidiaries shall be required to pay any commitment or other
      similar fee or incur any other liability or expense in connection with the
      Financing prior to the Closing Date, (b) neither the Acquired Companies nor
      any
      of their Subsidiaries shall be required to issue any private placement memoranda
      or prospectus (and no such private placement memoranda or prospectus shall
      reflect the Acquired Companies or any of their Subsidiaries as the issuer)
      and
(c)
      neither the Acquired Companies nor their Representatives shall be required
      to
      take any of the foregoing actions where such actions would violate the
      attorney-client privilege or work product or similar doctrines of any one or
      more of Sellers or the Acquired Companies. Buyer and Chanticleer shall jointly
      and severally indemnify and hold harmless the Acquired Companies from and
      against any and all liabilities, losses, damages, claims, costs, expenses,
      interest, awards, judgments and penalties suffered or incurred by any one or
      more of them in connection with arrangement of the Financing that would not
      otherwise be or have been incurred by any one or more of the Acquired Companies.
      Without limiting the generality of the immediately preceding sentence, Buyer
      shall pay each of the Acquired Companies’ fees, charges, title premiums and
      expenses, and each portion of such fees, charges, title premiums and expenses,
      incurred in connection with the duties of the Acquired Companies under this
      Section 5.11 by the later of (a) fifteen (15) days after the Acquired Companies,
      or any of them, delivers a statement to Buyer or (b) the date when any such
      fees, charges, title premiums and expenses are due and payable under the invoice
      of the applicable service provider or other applicable third party, each with
      respect to any of such fees, charges, title premiums and expenses including,
      without limitation, the auditing fees and expenses of the Acquired Companies
      in
      excess of what the auditing fees and expenses of the Acquired Companies and
      Affiliates would have been (without regard to the requirements in connection
      with the Financing or the transactions under this Agreement) with respect to
      their financial statements as at and for the two years ended December 30, 2007
      and any incremental costs for re-auditing the 2005 and 2006 financial
      statements.

    
       

      
        
          
          

        

        
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    Shares
      Held in Trust

     

    Sellers
      shall not sell, assign or otherwise transfer the Shares held in the Seller
      Revocable Trusts out of the Seller Revocable Trusts until the earlier of (a)
      the
      sale, assignment and transfer to Buyer and HI of the Shares pursuant to Section
      2.2(a) or (b) the termination of this Agreement pursuant to Article
      9.

     

    Powers
      of Attorney

     

    At
      or
      prior to the Closing, Sellers shall cause the Acquired Companies to revoke
      all
      powers of attorney granted to Hooters-on-Location, Inc.

     

    COVENANTS
      OF BUYER

     

    Approvals
      of Governmental Bodies

     

    As
      promptly as reasonably practicable after the date of this Agreement, Buyer
      will
      make all filings required by Legal Requirements to be made by it in order for
      Buyer to consummate the Contemplated Transactions. Between the date of this
      Agreement and the Closing Date, Buyer will cooperate reasonably with Sellers
      with respect to all filings that Sellers are required by Legal Requirements
      to
      make in connection with the Contemplated Transactions and cooperate reasonably
      with Sellers in obtaining all Consents identified in Section 3.2(c) of the
      Disclosure Schedule; provided that this Agreement will not require Buyer to
      dispose of or make any change in any portion of its business or, except as
      otherwise contemplated in Section 4.2(c) and Section 5.3, to incur any expense
      or other burden to obtain a Governmental Authorization or other
      Consent.


    Commercially
      Reasonable Efforts

     

    Except
      as
      set forth in the proviso to Section 6.1, between the date of this Agreement
      and
      the Closing Date, Buyer will use its commercially reasonable efforts to cause
      the conditions in Articles 7 and 8 to be satisfied; provided, however, that
      Buyer shall not be deemed not to have used such commercially reasonable efforts
      solely because of any supplements to the Disclosure Schedule made in accordance
      with Section 6.3(a)(ii).

    
       

      
        
          
          

        

        
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    Notification

     

    Between
      the date of this Agreement and the Closing Date, Buyer (i) will promptly notify
      Seller Representative in writing if Buyer becomes aware of any fact or condition
      that causes a representation or warranty by Buyer in Article 4 to be inaccurate,
      and (ii) may, at its option, deliver to Seller Representative a supplement
      to
      the Disclosure Schedule specifying the occurrence after the date of this
      Agreement of any new fact or condition that would cause a representation or
      warranty by Buyer in Article 4 to be materially inaccurate had such
      representation or warranty been made as of the time that Buyer became aware
      of
      such fact or condition, or that is necessary to be disclosed to Seller
      Representative in order to make such representation and warranty correct in
      all
      material respects. 

     

    Between
      the date of this Agreement and the Closing Date, Buyer will promptly notify
      Sellers of the occurrence of any Breach of any covenant of Buyer in this Article
      6 or of the occurrence of any event that would reasonably be expected to make
      the satisfaction of the conditions in Article 8 impossible or
      unlikely.

     

    Except
      as
      provided in Section 6.3(a)(ii), no disclosure by Buyer pursuant to this Section
      6.3 shall be deemed to amend or supplement the Disclosure Schedule or to prevent
      or cure any misrepresentation, breach of warranty or breach of
      covenant.

     

    Board
      of Directors

     

    Immediately
      following the Closing, Buyer shall cause the board of directors of HI to consist
      of five (5) directors, of which three (3) directors will be chosen by
      Chanticleer, one (1) director will be chosen by the Option 1 Sellers if such
      Sellers elect to designate such a director, and one (1) director will be the
      chief executive officer of HI if such chief executive officer elects to be
      a
      director of HI. For as long as all Option 1 Sellers continue to hold, in the
      aggregate, not less than 50% of the shares of Chanticleer Common Stock issued
      to
      such Sellers at the Closing, Buyer shall cause one (1) director of HI to be
      chosen by the Option 1 Sellers if such Sellers elect to designate such a
      director, and one (1) director of HI to be the chief executive officer of HI
      if
      such chief executive officer elects to be a director of HI. 

     

    SEC
      Filings and Reports

     

    Chanticleer
      will exercise its best efforts to file timely all reports required to be filed
      by Chanticleer under the Exchange Act or the Investment Company Act, or, if
      Chanticleer has no class of stock registered under Section 12(b) or 12(g) of
      the
      Exchange Act and is not otherwise required to file such reports under Sections
      13 or 15(d) of the Exchange Act, it will, upon the reasonable request of any
      holder of the Chanticleer Common Stock issued pursuant to this Agreement,
      make publicly available such other information required under Rule 144 for
      so
      long as necessary to permit sales pursuant to Rule 144 under the Securities
      Act), and it will take such further action as any holder of such shares of
      Chanticleer Common Stock may reasonably request to the extent required from
      time
      to time to enable such holder to sell shares of Chanticleer Common Stock without
      registration under the Securities Act within the limitations of the exemptions
      provided by: (i) Rule 144 under the Securities Act, as such Rule may be amended
      from time to time; or (ii) any similar rule or regulation hereafter adopted
      by
      the SEC. Upon the request of any such holder, Chanticleer will deliver to holder
      a written statement as to whether it has complied with such requirements.


    
       

      
        
          
          

        

        
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    Registration
      Rights

     

    If
      in
      connection with the Financing purchasers of Chanticleer Common Stock receive
      resale registration rights, each Option 1 Seller shall be entitled to
      participate on substantially the same terms and conditions as such purchasers
      in
      any resale shelf registration statement prepared in connection therewith. If
      in
      connection with the Financing purchasers of Chanticleer Common Stock receive
      “piggyback” registration rights on any registration statement filed by
      Chanticleer to register for sale to the public shares of Chanticleer Common
      Stock, each Option 1 Seller shall be entitled to participate on substantially
      the same “piggyback” rights as such purchasers in any such registration
      statement, subject to usual and customary cutbacks for transactions of that
      nature. If in connection with the Financing purchasers of Chanticleer Common
      Stock receive demand registration rights, each Option 1 Seller shall be entitled
      to “piggyback” on such demand registration rights, subject to usual and
      customary cutbacks for transactions of that nature.

     

    Refunds
      and Rebates

     

    Because
      of the obligations of Sellers under the Assumption Agreement, Sellers shall
      be
      entitled to any refund of premium, rebate, refund or other sum paid to any
      of
      the Acquired Companies with respect to any or all of the worker’s compensation
      insurance policies and programs listed in the Assumption Agreement. Buyer shall
      pay to each Seller such Seller’s Adjusted Percentage Share of any such amount,
      within five Business Days after the receipt of such amount by any Acquired
      Company, by delivery of immediately available funds to an account designated
      by
      each of Sellers. Despite anything to the contrary in this Section 6.7, none
      of
      Sellers shall be entitled to any payment under this Section 6.7 to the extent
      that a premium, rebate, refund or other sum described in this Section 6.7 is
      recorded as a current asset in the final determination of Net Working Capital
      under Section 2.5.

     

    CONDITIONS
      PRECEDENT TO BUYER’S OBLIGATION TO CLOSE

     

    Buyer’s
      obligation to purchase the Shares and to take the other actions required to
      be
      taken by Buyer at the Closing is subject to the satisfaction, at or prior to
      the
      Closing, of each of the following conditions (any of which may be waived by
      Buyer, in whole or in part):

     

    Accuracy
      of Representations

     

    All
      of
      Sellers’ representations and warranties in Article 3 and all of the Seller
      Individual Representations (considered collectively), and each of such
      representations and warranties (considered individually), must have been
      accurate in all material respects as of the date of this Agreement, and must
      be
      accurate in all material respects as of the Closing Date as if made
      on
      the Closing Date (in each case without regard to any notifications or
      supplements made in accordance with Section 5.4), except that those
      representations and warranties that are qualified by materiality or relate
      to a
“Material Adverse Change” and those representations and warranties set forth in
      Sections 3.3, 3.26 and 3.27 must be accurate in all respects (in each case
      without regard to any notifications or supplements made in accordance with
      Section 5.4).

    
       

      
        
          
          

        

        
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    Sellers’
      Performance

     

    All
      of
      the covenants and obligations that Sellers or the Acquired Companies are
      required to perform or to comply with pursuant to this Agreement at or prior
      to
      the Closing (considered collectively), and each of these covenants and
      obligations (considered individually), must have been duly performed and
      complied with in all material respects.

     

    Each
      document required to be delivered by Sellers and each other obligation of
      Sellers pursuant to Section 2.4(a) must have been delivered or satisfied, and
      each of the other covenants and obligations in Sections 5.3, 5.5, 5.6, 5.8,
      5.9,
      5.12 and 5.13 must have been performed and complied with in all
      respects.

     

    Consents

     

    Each
      of
      the Consents identified in Sections 3.2(c) and 3.2(d) of the Disclosure Schedule
      must have been obtained and must be in full force and effect (except to the
      extent that the terms of Sections 3.2(c) and 3.2(d) of the Disclosure Schedule
      expressly provide that such Consents shall not be obtained by the Acquired
      Companies at or prior to the Closing), each of the notices identified in
      Sections 3.2(c) and 3.2(d) of the Disclosure Schedule must have been given
      (except to the extent that Sections 3.2(c) and 3.2(d) of the Disclosure Schedule
      expressly provide that such notices will not be given by the Acquired Companies
      at or prior to the Closing), and the waiting period required by the SEC for
      the
      withdrawal of Chanticleer’s election to be regulated as a business development
      corporation under the Investment Company Act of 1940, as amended, shall have
      expired and no comments relating thereto from the SEC shall remain
      outstanding.

     

    Additional
      Documents

     

    Sellers
      must have delivered to Buyer such other documents as Buyer may reasonably
      request for the purpose of (a) evidencing the accuracy of Sellers’
representations and warranties and each of the Seller Individual Representations
      under the certificate described in Section 2.4(a)(ii)(L), (b) evidencing the
      performance by Sellers of, or the compliance by, the Sellers with, any covenant
      or obligation required to be performed or complied with by such Seller, (c)
      evidencing the satisfaction of any condition referred to in this Article 7,
      or
      (d) otherwise facilitating the consummation or performance of any of the
      Contemplated Transactions.

     

    No
      Proceedings

     

    No
      Proceeding shall be pending before any Governmental Body wherein an unfavorable
      Order would (a) prevent consummation of any of the Contemplated Transactions,
      (b) cause any of the transactions contemplated by this Agreement to be rescinded
      following consummation, (c) adversely affect the right of Buyer to own directly
      or indirectly the Shares and to control the Acquired
      Companies, or (d) adversely affect the right of the Acquired Companies to own
      their assets and to operate their businesses.

    
       

      
        
          
          

        

        
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    No
      Claim Regarding Stock Ownership or Sale Proceeds

     

    There
      must not have been made or Threatened by any Person any claim asserting that
      such Person (a) is the holder or the beneficial owner of, or has the right
      to
      acquire or to obtain beneficial ownership of, any stock of, or any other voting,
      equity, or ownership interest in, any of the Acquired Companies (except in
      respect of any such claim, in connection with Hooters of Manhattan, Ltd., by
      Richard Yudenfriend (or any of his heirs or assigns) or Hootrich LLC (or any
      of
      its members, successors, Affiliates, or assigns) or (b) is entitled to all
      or
      any portion of the Aggregate Purchase Price payable for the Shares.

     

    No
      Prohibition

     

    Neither
      the consummation nor the performance of any of the Contemplated Transactions
      will, directly or indirectly (with or without notice or lapse of time),
      materially contravene, or conflict with, or result in a material violation
      of,
      or cause Buyer or any Person affiliated with Buyer to suffer any material
      adverse consequence under, (a) any applicable Legal Requirement or Order or
      (b)
      any Legal Requirement or Order that has been published, introduced, or otherwise
      proposed by or before any Governmental Body.

     

    Financing

     

    Buyer
      will have obtained financing as of the Closing sufficient to consummate the
      Contemplated Transactions and to fund the working capital requirements of the
      Acquired Companies after the Closing on terms reasonably satisfactory to Buyer
      (the “Financing”),
      and
      Buyer shall have received replacement letters of credit for those letters of
      credit listed on Exhibit
      7.8.
      

     

    Acquired
      Companies Performance

     

    Since
      December 31, 2006, there shall not have been any event, Proceeding, development,
      or occurrence which had, or could reasonably be expected to have, a Material
      Adverse Change.

     

    Employment
      Agreements

     

    Buyer
      shall have received employment agreements executed by each of Neil Kiefer,
      Bruce
      Clark and Sal Melilli, on the terms and conditions satisfactory to Buyer (the
      “Employment
      Agreements”),
      which
      Employment Agreements shall be in full force and effect. 

     

    Sale
      Bonus Payment Releases

     

    Buyers
      shall have received releases in the form of Exhibit 7.11 (the “Sale
      Bonus Payment Releases”)
      executed by each of Neil Kiefer, Bruce Clark and Sal Melilli of all rights
      pursuant to his Sale Participation Agreement, which Sale Bonus Payment Releases
      shall be in full force and effect.


     

    CONDITIONS
      PRECEDENT TO SELLERS’ OBLIGATION TO CLOSE

     

    Sellers’
      obligation to sell the Shares and to take the other actions required to be
      taken
      by Sellers at the Closing is subject to the satisfaction, at or prior to the
      Closing, of each of the following conditions (any of which may be waived by
      Seller Representative on behalf of the Sellers, in whole or in
      part):

    
       

      
        
          
          

        

        
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    Accuracy
      of Representations

     

    All
      of
      Buyer’s representations and warranties in this Agreement (considered
      collectively), and each of these representations and warranties (considered
      individually), must have been accurate in all material respects as of the date
      of this Agreement and must be accurate in all material respects as of the
      Closing Date as if made on the Closing Date (in each case without regard to
      any
      notifications or supplements made in accordance with Section 6.3), except that
      those representations and warranties that are qualified by materiality and
      those
      representations and warranties set forth in Section 4.8 must be accurate in
      all
      respects (in each case without regard to any notifications or supplements made
      in accordance with Section 6.3).

     

    Buyer’s
      Performance

     

    All
      of
      the covenants and obligations that Buyer is required to perform or to comply
      with pursuant to this Agreement at or prior to the Closing (considered
      collectively), and each of these covenants and obligations (considered
      individually), must have been performed and complied with in all material
      respects.

     

    Buyer
      must have delivered each of the documents required to be delivered by Buyer
      pursuant to Section 2.4(b) and must have made the cash payments and grants
      of
      Chanticleer Common Stock required to be made by Buyer pursuant to Section
      2.2(b), Section 2.4(b)(i), and Section 2.4(b)(iii).

     

    Additional
      Documents

     

    Buyer
      must have delivered such other documents as Sellers may reasonably request
      for
      the purpose of (i) evidencing the accuracy of any representation or warranty
      of
      Buyer
      under
      the certificate described in Section 2.4(b)(ii)(E),
      (ii)
      evidencing the performance by Buyer of, or the compliance by Buyer with, any
      covenant or obligation required to be performed or complied with by Buyer or
      (iii) evidencing the satisfaction of any condition referred to in this Article
      8.

     

    No
      Proceedings

     

    No
      Proceeding shall be pending before any Governmental Body wherein an unfavorable
      Order would (a) prevent consummation of any of the Contemplated Transactions,
      or
      (b) cause any of the transactions contemplated by this Agreement to be rescinded
      following consummation.

     

    No
      Prohibition

     

    Neither
      the consummation nor the performance of any of the Contemplated Transactions
      will, directly or indirectly (with or without notice or lapse of time),
      materially contravene, or conflict with, or result in a material violation
      of,
      or cause any Seller or any Person affiliated with any Seller
      to
      suffer any material adverse consequence under, (a) any applicable Legal
      Requirement or Order or (b) any Legal Requirement or Order that has been
      published, introduced, or otherwise proposed by or before any Governmental
      Body.

    
       

      
        
          
          

        

        
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    TERMINATION

     

    Termination
      Events

     

    This
      Agreement may, by notice given prior to or at the Closing, be
      terminated:

     

    by
      either
      Buyer or Seller Representative if a material Breach of any provision of this
      Agreement has been committed by the other party and such Breach has not been
      waived;

     

    (i)
      by
      Buyer if satisfaction of any of the conditions in Article 7 is or becomes
      impossible (other than through the willful failure of Buyer to comply with
      its
      obligations under this Agreement) and Buyer has not waived such condition on
      or
      before the Closing Date; or (ii) by Seller Representative, if satisfaction
      of
      any of the conditions in Article 8 is or becomes impossible (other than through
      the willful failure of Sellers to comply with their obligations under this
      Agreement) and Seller Representative has not waived such condition on or before
      the Closing Date;

     

    by
      mutual
      consent of Buyer and Seller Representative; 

     

    by
      either
      Buyer or Seller Representative if the Closing has not occurred (other than
      through the willful and material failure of any party seeking to terminate
      this
      Agreement to comply with its obligations under this Agreement) on or before
      July
      31, 2008, or such later date as the parties may agree upon in writing;


     

    by
      Buyer
      if any supplement to the Disclosure Schedule is made pursuant to Section
      5.4(a)(ii); or

     

    by
      Seller
      Representative if any supplement to the Disclosure Schedule is made pursuant
      to
      Section 6.3(a)(ii).

     

    Effect
      of Termination

     

    Each
      party’s right of termination under Section 9.1 is in addition to any other
      rights it may have under this Agreement or otherwise, and the exercise of a
      right of termination will not be an election of remedies. If this Agreement
      is
      terminated pursuant to Section 9.1, all further obligations of the parties
      under
      this Agreement will terminate; provided, however, that if this Agreement is
      terminated by a party because of the willful Breach of this Agreement by the
      other party or because one or more of the conditions to the terminating party’s
      obligations under this Agreement is not satisfied as a result of the other
      party’s willful failure to comply with its obligations under this Agreement, the
      terminating party’s right to pursue all legal remedies will survive such
      termination unimpaired.

     

    INDEMNIFICATION;
      REMEDIES

     

    Survival;
      Right to Indemnification Not Affected by Knowledge

     

    All
      representations and warranties (including, for such purposes, the Disclosure
      Schedule), covenants and obligations in this Agreement will survive the Closing
      subject to the limitations in this Article 10. The right to indemnification,
      payment of Damages or other remedy based on such representations, warranties,
      covenants, and obligations will not be affected by any investigation conducted
      with respect to, or any knowledge acquired (or capable of being acquired) at
      any
      time, whether on, before or after the Closing Date with respect to the accuracy
      or inaccuracy of or compliance with, any such representation, warranty,
      covenant, or obligation. 

    
       

      
        
          
          

        

        
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    Indemnification
      and Payment of Damages by Sellers

     

    Sellers,
      jointly and severally, will indemnify and hold harmless Buyer, the Acquired
      Companies, and their respective Representatives, stockholders, controlling
      persons, and affiliates (collectively, the “Buyer
      Indemnified Persons”)
      for,
      and will pay to the Buyer Indemnified Persons the amount of, any loss,
      liability, claim, damage, expense (including, except to the extent limited
      under
      Section 10.8, costs of investigation and defense and reasonable attorneys’
fees), whether
      or not involving a third-party claim (collectively, “Damages”),
      to
      the extent caused by:

     

    any
      Breach of any representation or warranty made by Sellers (but not any Breach
      of
      any Seller Individual Representation) on the date of this Agreement in Article
      3
      (including, for such purposes, the Disclosure Schedule as it exists on the
      date
      of this Agreement) or in the certificate delivered by Sellers at the Closing
      pursuant to Section 2.4(a)(ii)(L) (other than any Breach of any Seller
      Individual Representation);

     

    any
      Breach by Sellers or the Acquired Companies of any covenant or obligation of
      Sellers or the Acquired Companies in this Agreement; provided, however, that
      no
      Seller shall have any obligation to indemnify or hold harmless any Buyer
      Indemnified Person after the Closing for any Breach of the covenants or
      obligations set forth in Sections 5.1, 5.2, 5.3, 5.4, 5.6, 5.10 or 5.11;


     

    any
      claim
      by any Person for brokerage or finder’s fees or commissions or similar payments
      based upon any agreement or understanding alleged to have been made by Sellers
      (or any Person acting on their behalf) in connection with any of the
      Contemplated Transactions; 

     

    any
      Indebtedness Payoff Amount and Sellers’ Expenses that are not set forth in the
      Initial Payment Certificate; 

     

    any
      (i)
      amount drawn by the beneficiary under, and any fees, expenses or other amounts
      payable with respect to, any letter of credit listed in Exhibit
      2.4(a)(ii)(I),
      and
      (ii) amount drawn by the beneficiary under any letter of credit listed in
Exhibit
      7.8,
      but (A)
      in the case of the first letter of credit listed in Exhibit
      7.8,
      only
      with respect to worker’s compensation injuries or claims that arose or the basis
      of which arose prior to the Closing Date, or (B) in the case of any other letter
      of credit listed in Exhibit
      7.8,
      only
      with respect to a claim by the landlord, that arose or the basis of which arose
      prior to the Closing Date, under the lease agreement to which the letter of
      credit applies; or 

     

    relating
      to any liabilities, obligations, or other Damages of
      whatever kind or nature assigned or assumed under the Assumption Agreement
      (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), including any liability for Taxes
      assumed
      under the Assumption Agreement.

    
       

      
        
          
          

        

        
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    Indemnification
      and Payment of Damages by an Individual Seller

     

    Each
      Seller, solely with respect to himself or herself, will indemnify and hold
      harmless the Buyer Indemnified Persons
      for, and will pay to the Buyer Indemnified Persons the amount of, any Damages
      to
      the
      extent caused by:

     

    any
      Breach of any Seller Individual Representation made by such Seller;
      or

     

    any
      claim
      by any Person for brokerage or finder’s fees or commissions or similar payments
      based upon any agreement or understanding alleged to have been made by such
      Seller individually (or any Person acting on such Seller’s behalf), and not made
      by or on behalf of all Sellers, in connection with any of the Contemplated
      Transactions.

     

    Indemnification
      and Payment of Damages by Buyer and Chanticleer

     

    Buyer
      and
      Chanticleer will jointly and severally indemnify and hold harmless each Seller,
      and such Seller’s heirs, successors, and assigns (collectively, the
“Seller
      Indemnified Persons”)
      for,
      and will pay to the Seller Indemnified Persons the amount of any Damages to
      the
      extent caused by:

     

    any
      Breach of any representation or warranty made by Buyer on the date of this
      Agreement in Article 4 or in the certificate delivered by Buyer at Closing
      pursuant to Section 2.4(b)(ii)(E);

     

    any
      Breach by Buyer of any covenant or obligation of Buyer in this Agreement;
      provided, however, that Buyer and Chanticleer shall have no obligation to
      indemnify or hold harmless any Seller Indemnified Person after the Closing
      for
      any Breach of the covenants or obligations set forth in Sections 6.1, 6.2 and
      6.3; or

     

    any
      claim
      by any Person for brokerage or finder’s fees or commissions or similar payments
      based upon any agreement or understanding alleged to have been made by such
      Person with Buyer (or any Person acting on its behalf) in connection with any
      of
      the Contemplated Transactions.

     

    Exclusive
      Remedy 

     

    Except
      to
      the extent of fraud by Sellers and as provided in the Sellers’ Closing
      Documents, the remedies provided in Section 10.2 (subject to the limitations
      of
      this Article 10) will be the sole and exclusive remedies against Sellers with
      respect to any of the Breaches or claims described in such Section or otherwise
      arising against Sellers under, out of or relating to this
      Agreement.

     

    
      
        
        

      

      
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    Except
      to
      the extent of fraud by an individual Seller and as provided in the Sellers’
Closing Documents, the remedies provided in Section 10.3 (subject to the
      limitations of this Article 10) will be the sole and exclusive remedies against
      such Seller with respect to any of the Breaches or claims described in such
      Section or otherwise arising solely against such Seller under, out of or
      relating to this Agreement.

     

    Except
      to
      the extent of fraud by Buyer and as provided in the Sellers’ Closing Documents,
      the remedies provided in Section 10.4 (subject to the limitations of Article
      10)
      will be the sole and exclusive remedies against Buyer and Chanticleer with
      respect to any of the Breaches or claims described in such Section or otherwise
      arising under, out of or relating to this Agreement.

     

    Time
      Limitations

     

    Sellers
      will have no liability (for indemnification or otherwise) with respect to any
      representation or warranty (other than those in Sections 3.2(a), 3.2(b)(iii),
      3.3, 3.9, 3.24, 3.25, 3.26 and 3.27 (each a “Sellers
      Fundamental Representation”
and,
      collectively the “Sellers
      Fundamental Representations”))
      made
      by Sellers, unless on or before the eighteen month anniversary of the Closing
      Date, Buyer gives notice to Seller Representative of a claim specifying the
      factual basis of that claim in reasonable detail to the extent then known by
      Buyer. No Seller will have liability (for indemnification or otherwise) with
      respect to any representation or warranty (other than any Sellers Fundamental
      Representations) made solely by such Seller with respect to himself or herself,
      unless on or before the eighteen month anniversary of the Closing Date, Buyer
      gives notice to such Seller of a claim specifying the factual basis of that
      claim in reasonable detail to the extent then known by Buyer. A claim for Breach
      of any Sellers Fundamental Representation may be made at any time within the
      applicable statute of limitations plus 90 days provided that Buyer has given
      notice of such claim, within such time, to Seller Representative (in the case
      of
      a breach of a Sellers Fundamental Representation by Sellers) or to the
      representing Seller (in the case of a breach of a Sellers Fundamental
      Representation made solely by such Seller as to himself or herself). All claims
      for Breach of covenants survive in accordance with their terms subject to the
      limitations of this Article 10.

     

    Other
      Limitations

     

    Deductible

     

    Sellers
      will have no liability with respect to the matters described in Section 10.2(a)
      until the total of all Damages with respect to the matters described in Sections
      10.2 and 10.3 exceeds $300,000 (the “Deductible”), and then
      only for the amount by which such Damages exceed the Deductible; provided,
      however, the Deductible will not apply to (i) any fraudulent Breach by Sellers
      of any of the representations and warranties in Article 3, or (ii) any Breach
      of
      any Sellers Fundamental Representations. 

    
       

      
        
          
          

        

        
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    Maximum
      Liability

     

    Notwithstanding
      anything contained in this Agreement or otherwise to the contrary, the maximum
      aggregate liability of all Sellers with respect to the matters described in
      Sections 10.2(a) and 10.3(a) shall not exceed 14.25% of the Aggregate Purchase
      Price (the “Cap”), and the maximum liability of each Seller
      under the Cap shall not exceed such Seller’s Adjusted Percentage Share of the
      Cap; provided, however, that the Cap shall not apply to (i) any Breach of any
      Sellers Fundamental Representations, or (ii) any fraudulent Breach of any of
      the
      representations and warranties in Article 3.

     

    Insurance

     

    None
      of
      the Buyer Indemnified Persons shall be entitled to any remedy for any Breach
      of
      any representation, warranty, covenant or agreement to the extent that insurance
      proceeds have been received by any or all of the Buyer Indemnified Persons
      and
      the amount of such insurance proceeds shall be an offset against such claim;
      provided, however, that the Buyer Indemnified Persons have no obligation
      hereunder to seek insurance proceeds or make any insurance claim.

     

    Letter
      of Credit

     

    None
      of
      Sellers shall be personally liable for any Breach of any representation,
      warranty, covenant or agreement of any Seller or Sellers, or any payment
      required to be made by Sellers under Section 2.8, to the extent that proceeds
      under the Letter of Credit have been received by any or all of the Buyer
      Indemnified Persons, or proceeds are available to any or all of the Buyer
      Indemnified Persons under the terms of the Letter of Credit, with respect to
      such Breach or required payment.

     

    Net
      Working Capital Determination; and EBITDA Determination

     

    Despite
      anything to the contrary in this Article 10, none of Sellers shall have any
      liability with respect to a claim under this Article 10 to the extent and solely
      to the extent that the amount of such claim is taken into account by a current
      liability recorded in the final determination of Net Working Capital under
      Section 2.5. Despite anything to the contrary in this Article 10, none of
      Sellers shall have any liability with respect to a claim under this Article
      10
      to the extent and solely to the extent that the amount of such claim is taken
      into account by an EBITDA Adjustment Amount.

     

    Procedure
      for Indemnification—Third Party Claims

     

    Promptly
      after receipt by an indemnified party under Section 10.2, 10.3, or 10.4 of
      notice of the commencement of any Proceeding against it, such indemnified party
      will, if a claim is to be made against an indemnifying party under such Section,
      give notice to the indemnifying party of the commencement of such claim,
      provided that if Sellers are the indemnifying party under Section 10.2 then
      Buyer need only give notice to Seller Representative and Seller Representative
      shall take all actions for Sellers as an indemnifying party pursuant to this
      Section 10.8 with respect to such Proceeding. Failure to give notice to the
      indemnifying party will not relieve the indemnifying party of any liability
      that
      it may have to any indemnified party, except to the extent that the indemnifying
      party demonstrates that the defense of such action is prejudiced by the
      indemnified party’s failure to give such notice.

    
       

      
        
          
          

        

        
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    If
      any
      Proceeding referred to in Section 10.8(a) is brought against an indemnified
      party and it gives notice to the indemnifying party of the commencement of
      such
      Proceeding, the indemnifying party, subject to the terms of Section 10.10,
      will
      be entitled to participate in such Proceeding and, to the extent that it wishes
      (unless the indemnifying party fails to provide reasonable assurance to the
      indemnified party of its financial capacity to defend such Proceeding and
      provide indemnification (to the extent not covered by the Letter of Credit)
      with
      respect to such Proceeding), to assume the defense of such Proceeding with
      counsel reasonably satisfactory to the indemnified party at any time within
      thirty (30) days after the indemnified party has given notice of the
      commencement of such Proceeding and, after notice from the indemnifying party
      to
      the indemnified party of its election to assume the exclusive defense of such
      Proceeding, the indemnifying party will not, as long as it conducts such defense
      with reasonable diligence, be liable to the indemnified party under this Article
      10 for any fees of other counsel or any other expenses with respect to the
      defense of such Proceeding, in each case subsequently incurred by the
      indemnified party in connection with the defense of such Proceeding, other
      than
      as expressly set forth in this Section 10.8. If the indemnifying party assumes
      the defense of a Proceeding, (i) no compromise or settlement of such claims
      may
      be effected by the indemnifying party without the indemnified party’s consent
      (which may not be unreasonably withheld or delayed) unless (A) there is no
      finding or admission of any violation of Legal Requirements that would
      reasonably be expected to adversely affect the Acquired Companies in any
      material respect or any violation of the rights of any Person and no effect
      on
      any other claims that may be made against the indemnified party and (B) the
      sole
      relief provided is monetary damages that are paid in full by the indemnifying
      party, (ii) the indemnified party will have no liability with respect to any
      compromise or settlement of such claims effected without its consent, (iii)
      the
      indemnified party may participate in the defense, settlement or compromise
      of
      the Proceeding and employ separate counsel at its sole expense except as
      expressly provided in this Section 10.8, and (iv) the indemnifying party shall
      consult with the indemnified party and take into account the advice and opinions
      of the indemnified party and its counsel in the conduct of such defense or
      settlement, and the indemnifying party shall bear the reasonable fees, costs
      and
      expenses of such separate counsel if: (A) the indemnified party reasonably
      believes that the there is a reasonable likelihood of a conflict of interest
      between the indemnifying party and the indemnified party or (B) the indemnifying
      party shall not have employed counsel to represent the indemnified party within
      a reasonable time after the indemnifying party has received notice of the
      institution of such Proceeding. If notice is given to an indemnifying party
      of
      the commencement of any Proceeding and the indemnifying party does not, within
      thirty (30) days after the indemnified party’s notice is given, give notice to
      the indemnified party of its election to assume the defense of such Proceeding,
      the indemnifying party will be bound by any determination made in such
      Proceeding or any compromise or settlement effected by the indemnified party.
      


    
      
        
        

      

      
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    Notwithstanding
      the foregoing, if an indemnified party determines in good faith after consulting
      with counsel that (i) there is a reasonable probability that a Proceeding may
      adversely affect the indemnified party or its affiliates other than as a result
      of monetary damages for which it would be entitled to indemnification under
      this
      Agreement, (ii) there is a conflict of interest that would prevent the
      indemnifying party from fully or adequately representing the indemnified party’s
      interests with respect to a Proceeding, (iii) the indemnifying party assumes
      such defense but fails to conduct the defense of such Proceeding with reasonable
      diligence or (iv) the indemnifying party declines to direct the defense of
      any
      such claims or Proceeding pursuant to this Section 10.8 or withdraws from such
      defense, the indemnified party may, by notice to the indemnifying party, assume
      the exclusive right to defend, compromise, or settle such Proceeding, but the
      indemnifying party will be entitled to participate in such Proceedings at its
      own expense. The indemnifying party will not be bound by any determination
      of a
      Proceeding so defended or any compromise or settlement effected without its
      consent (which may not be unreasonably withheld or delayed).

     

    Sellers
      hereby consent to the non-exclusive jurisdiction of any court in which a
      Proceeding is brought against any Buyer Indemnified Person for purposes of
      any
      claim that a Seller Indemnified Person may have under this Agreement with
      respect to such Proceeding or the matters alleged therein, and agree that
      process may be served on Sellers with respect to such a claim anywhere in the
      world.

     

    Procedure
      for Indemnification--Other Claims

     

    A
      claim
      for indemnification for any matter not involving a third-party claim may be
      asserted by notice to the party from whom indemnification is sought provided
      that that if Sellers are the indemnifying party under Section 10.2, Buyer need
      only give notice to Seller Representative (and any persons who are designated
      to
      receive copies of any notices to Seller Representative under Section 12.3)
      and
      Seller Representative shall take all actions for Sellers as an indemnifying
      party pursuant to this Section 10.9 with respect to any claim
      hereunder.

     

    Tax
      Matters

     

    Tax
      Indemnification.
      Sellers
      shall indemnify, save and hold Buyer harmless from and against any and all
      (i)
      Taxes of the Acquired Companies with respect to any Tax year or portion thereof
      ending on or before the Closing Date (or for any Tax year beginning before
      and
      ending after the Closing Date, to the extent allocable (as determined in the
      following sentence) to the portion of such period beginning before and ending
      on
      the Closing Date), except to the extent that such Taxes are reflected in the
      reserve for Tax liability (rather than any reserve for deferred Taxes
      established to reflect timing differences between book and Tax income) shown
      on
      the face of the balance sheet (rather than in any notes thereto) included in
      the
      Net Working Capital Statement and taken into account in calculating Net Working
      Capital at Closing, (ii) the unpaid Taxes of any Person (other than the Acquired
      Companies) under Treasury Regulations Section 1.1502-6 (or any similar provision
      of state, local or foreign law), as a transferee or successor, by contract,
      or
      otherwise, and (iii) any Taxes arising from or related to the sale, distribution
      or other transfer of the real properties as described in Section 2.4(a)(v)
      under
      the terms of such Section. For purposes of the preceding sentence, except as
      provided in the following sentence, in the case of any Taxes that are imposed
      on
      a periodic basis and are payable for a Tax Period that includes (but does not
      end on) the Closing Date (a “Straddle
      Period”),
      the
      portion of such Tax that relates to the portion of such Tax Period ending on
      the
      Closing Date shall (i) in the case of any Taxes other than Taxes based upon
      or
      related to income or receipts, be deemed to be the amount of such Tax for the
      entire Tax Period multiplied by a fraction the numerator of which is the number
      of days in the Tax Period ending on the Closing Date and the denominator of
      which is the number of days in the entire Tax Period, and (ii) in the case
      of
      any Tax based upon or related to income or receipts, be deemed equal to the
      amount which would by payable if the relevant Tax Period ended on the Closing
      Date. Taxes for Tax Periods or portions thereof ending on or before the Closing
      Date shall be determined without regard to any items of deduction, loss or
      credit attributable to the effectuation of this Agreement, to the extent paid
      directly or indirectly by Buyer.


    
      
        
        

      

      
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    Transfer
      Taxes.
      All
      transfer Taxes, if any, arising out of or in connection with the Contemplated
      Transactions shall be paid by Sellers when due, and Sellers shall, at their
      own
      expense, file all necessary Tax Returns and other documentation with respect
      to
      all such transfer Taxes. Buyer, the Acquired Companies and Sellers shall
      cooperate fully, as and to the extent reasonably requested by the other party,
      in the preparation, execution and filing of, all Tax Returns, applications
      or
      other documents regarding any transfer Taxes that become payable in connection
      with the Contemplated Transactions.

     

    Responsibility
      for Filing Tax Returns.

     

    Tax
      Periods Ending On or Before the Closing Date. The Seller
      Representative shall prepare or cause to be prepared and file or cause to be
      filed all Tax Returns for the Acquired Companies for all periods ending on
      or
      prior to the Closing Date that are filed after the Closing Date. The Seller
      Representative shall permit Buyer to review and comment on each such Tax Return
      described in the preceding sentence prior to filing. To the extent permitted
      by
      applicable law, Sellers shall include any income, gain, loss, deduction or
      other
      Tax items for such period on their Tax Returns in a manner consistent with
      the
      Schedule K-1s furnished by the Acquired Companies to Sellers for such periods.
      Taxes for Tax periods or portions thereof ending on or before the Closing Date
      shall be determined without regard to any items of deduction, loss or credit
      of
      the Acquired Companies attributable to the effectuation of this Agreement,
      to
      the extent paid directly or indirectly by Buyer.

     

    Straddle
      Tax Periods.
      Buyer shall prepare or cause to be prepared and file or cause to be filed any
      Tax Returns of any of the Acquired Companies for any Straddle Period. For
      purposes of this Section 10.10(c)(ii), Taxes shall be allocated in the manner
      set forth in Section 10.10(a). Sellers shall pay to Buyer within fifteen (15)
      days after the date on which Taxes are paid with respect to such periods, that
      amount equal to the portion of such Taxes which relates to the portion of such
      taxable period ending on the Closing Date, except to the extent that such Taxes
      are reflected in the reserve for Tax liability (rather than any reserve for
      deferred Taxes established to reflect timing differences between book and Tax
      income) shown on the face of the balance sheet (rather than in any notes
      thereto) included in the Net Working Capital Statement and taken into account
      in
      calculating Net Working Capital as of the Closing
      Date.


    
      
        
        

      

      
        79

        
          

        

      

      
        
        

      

    


    Cooperation
      on Tax Matters.
      Buyer,
      Sellers, Seller Representative and the Acquired Companies shall cooperate
      reasonably, as and to the extent reasonably requested by the other parties,
      in
      connection with the filing of Tax Returns pursuant to this Agreement and any
      Proceeding with respect to Taxes. Such cooperation shall include the retention
      and (upon the other party’s request) the provision of records and information
      which are reasonably relevant to any such Proceeding and making employees
      available on a mutually convenient basis to provide additional information
      and
      explanation of any material provided hereunder. Buyer, Sellers, Seller
      Representative and the Acquired Companies agree (i) to retain all books and
      records with respect to Tax matters pertinent to the Acquired Companies relating
      to any Tax Period beginning before the Closing Date until the expiration of
      the
      applicable statute of limitations (and, to the extent notified by Buyer, any
      extensions thereof), and to abide by all record retention agreements entered
      into with any Governmental Body, (ii) to deliver or make available to Buyer,
      within 60 days after the Closing Date, copies of all such books and records,
      and
      (iii) to give the other party reasonable written notice prior to transferring,
      destroying or discarding any such books and records and, if the other party
      so
      requests, Buyer, Sellers, Seller Representative and the Acquired Companies,
      as
      the case may be, shall allow the other party to take possession of such books
      and records at such other party’s expense. Buyer, Sellers and Seller
      Representative further agree, upon request, to use reasonable efforts to obtain
      any certificate or other document from any Governmental Body or any other Person
      as may be necessary to mitigate, reduce or eliminate any Tax that could be
      imposed (including, but not limited to, with respect to the transactions
      contemplated hereby).

     

    Tax
      Claims.
      If,
      subsequent to the Closing, any of Buyer, the Acquired Companies, or Sellers
      receives notice of a claim by any Governmental Body that, if successful, might
      result in an indemnity payment hereunder (a “Tax
      Claim”),
      then
      within 15 days after receipt of such notice, Buyer, the Acquired Companies,
      Seller Representative, as the case may be, shall give notice of such Tax Claim
      to the other parties. Seller Representative shall have the right to control
      the
      conduct and resolution of any such Tax Claim for which Sellers agree that any
      resulting Tax is covered by the indemnity provided in Section 10.10(a) hereof;
      provided, however, that if the resolution of any such Tax Claim (or any portion
      thereof) may affect the Taxes of any Acquired Company for a post-Closing Tax
      Period, then Seller Representative and Buyer shall jointly control the conduct
      and resolution of such Tax Claim (or portion thereof) and in no event shall
      either such party settle or otherwise resolve any such Tax Claim without the
      written consent of the other party, which shall not be unreasonably withheld
      or
      delayed. Seller Representative and Buyer shall jointly control the conduct
      and
      resolution of any Tax Claim relating to a Straddle Period. If Seller
      Representative elects not to control the conduct and resolution of any Tax
      Claim
      relating to a Tax Period ending on or prior to the Closing Date, or to
      participate in the conduct and resolution of any Tax Claim relating to a
      Straddle Period, Seller Representative shall notify Buyer in writing and Buyer
      shall have the right to control the conduct and resolution of such Tax Claim;
      provided, however, that Buyer shall keep Seller Representative informed of
      all
      developments on a timely basis. Each party shall bear its own costs incurred
      in
      participating in any proceeding relating to any Tax Claim.


    
      
        
        

      

      
        80

        
          

        

      

      
        
        

      

    


    Tax-Sharing
      Agreements.
      All
      tax-sharing agreements or similar agreements with respect to or involving the
      Acquired Companies shall be terminated as of the Closing Date and, after the
      Closing Date, the Acquired Companies shall not be bound thereby or have any
      liability thereunder.

     

    S
      Corporation Status.
      Neither
      the Acquired Companies nor Sellers will revoke the Acquired Companies’ elections
      to be taxed as S corporations within the meaning of Sections 1361 and 1362
      of
      the Code. Neither the Acquired Companies nor Sellers will take or allow any
      action, or fail to take or allow any action, that would result in the
      termination of the Acquired Companies’ status as validly electing S corporations
      within the meaning of Sections
      1361 and 1362 of the Code.

     

    Section
      338(h)(10) Election.

     

    Buyer
      (and to the extent necessary, the Acquired Companies) and Sellers jointly shall
      make timely and irrevocable elections under Section 338(h)(10) of the Code
      with
      respect to Buyer’s acquisition of the Shares pursuant to this Agreement and, if
      permissible, similar elections under any applicable state and local Tax laws
      (collectively, the “Section 338 Elections”). Buyer and Sellers
      agree not to take any action that could cause the Section 338 Elections to
      be
      invalid, and shall take no position contrary thereto unless required pursuant
      to
      a determination as defined in Section 1313(a) of the Code or any similar
      provision of any state, foreign or local law.

     

    As
      soon as practicable hereafter, Buyer shall prepare Internal Revenue Service
      Form
      8023 and any similar forms necessary to effectuate the Section 338 Elections
      under applicable state and local laws (collectively, the “Section
      338 Election Forms”).
      Sellers shall cooperate with Buyer in the preparation of the Section 338
      Election Forms and shall deliver duly completed, executed copies thereof on
      the
      Closing Date. Buyer and Sellers shall cooperate with each other and take all
      actions necessary and appropriate (including filing such additional forms,
      Tax
      Returns, elections, schedules and other documents as may be required) to effect
      and preserve the Section 338 Elections in accordance with the provisions of
      Treasury Regulation Section 1.338(h)(10)-1 and comparable provisions of
      applicable state and local Tax Laws.


    
      
        
        

      

      
        81

        
          

        

      

      
        
        

      

    


    Within
      one hundred twenty (120) days after Closing, Buyer shall prepare a determination
      of the Aggregate Deemed Sales Price (“ADSP”)
      (as defined in the applicable Treasury Regulations under Section 338) and a
      proposed allocation of the ADSP among the assets of the Acquired Companies
      (the
“Proposed
      Allocation”)
      and shall deliver the Proposed Allocation to the Seller Representative, together
      with a copy of any appraisals on which the Proposed Allocation is based. Buyer
      and the Seller Representative shall consult in good faith with regard to the
      determination of the ADSP and the Proposed Allocation, provided, however, that
      the Seller Representative shall accept Buyer’s determination of the ADSP and the
      Proposed Allocation, to the extent that the ADSP and Proposed Allocation are
      reasonable and consistent with applicable law (as finally agreed, the
“Final
      Allocation”).
      As soon as practicable after determination of the Final Allocation, Buyer shall
      prepare consistently therewith Internal Revenue Service Form 8883 and any
      similar forms required by applicable state and local Tax laws (collectively,
      the
“Section
      338 Allocation Forms”),
      and promptly deliver copies of the Section 338 Allocation Forms to the Seller
      Representative.

     

    Buyer,
      the Acquired Companies and Sellers shall file all Tax Returns (including but
      not
      limited to the Section 338 Election Forms and the Section 338 Allocation Forms)
      consistent with the Final Allocation and shall not voluntarily take any action
      inconsistent therewith upon any audit or examination of any Tax Return or in
      any
      other filing or proceeding relating to Taxes, unless required pursuant to a
      determination as defined in Section 1313(a) of the Code or any similar provision
      of any foreign, state or local law.


    
      
        
        

      

      
        82

        
          

        

      

      
        
        

      

    


    Buyer
      shall bear all costs and expenses of preparing the Section 338 Election Forms,
      the Proposed and Final Allocations and the Section 338 Allocation Forms, other
      than costs and expenses incurred by Sellers or the Seller Representative in
      connection with their review and execution thereof.

     

    SELLER
      REPRESENTATIVE

     

    Appointment

     

    Each
      of
      Sellers, by the execution of this Agreement, hereby appoints Seller
      Representative as the agent, proxy and attorney in fact (coupled with an
      interest) for Sellers for the limited purposes of Seller Representative
      expressly set forth in this Article or elsewhere in this Agreement.


     

    Authority

     

    Seller
      Representative shall have the full power and authority on Sellers’ behalf (a) to
      disburse to Sellers any funds received under this Agreement for the benefit
      of
      Sellers, and (b) to take all actions permitted to be taken by or on behalf
      of
      Sellers, and to bind Sellers, under Section 2.5, Section 2.6, Section 2.7,
      Section 2.8, Article 8, Article 9, Article 10 (other than Section 10.3), Section
      12.3, Section 12.4, Section 12.5 and Section 12.11 of this Agreement. For the
      avoidance of doubt, under no circumstances shall Seller Representative be
      entitled to enter into any amendment of or modification to this Agreement,
      waive
      any provision of this Agreement, or assign any of the rights of any Seller
      under
      this Agreement or with respect to any of the Contemplated Transactions. Except
      to the extent that Seller Representative violates the authority of Seller
      Representative under this Article 11, no Seller shall have the right, against
      Buyer Indemnified Persons, to object, dissent, protest or otherwise contest
      the
      same; provided, however, that Seller Representative shall not take any such
      action where such action materially and adversely affects the substantive rights
      or obligations of one Seller, or group of Sellers, without a similar
      proportionate effect upon the substantive rights or obligations of all Sellers,
      unless each such disproportionately affected Seller consents in writing thereto
      and other than such disproportionate effects resulting from a Seller’s election
      to be an Option 1 Seller and not an Option 2 Seller, or to be an Option 2 Seller
      and not an Option 1 Seller, as applicable.

     

    Authorized
      Actions

    


    Each
      Seller agrees that Buyer shall be entitled to rely on any action taken by Seller
      Representative, on behalf of Sellers, pursuant to Section 11.2 (an
“Authorized
      Action”).
      All
      decisions and actions by Seller Representative (to the extent expressly
      authorized by this Agreement) shall be binding upon all of Sellers. Buyer agrees
      that Seller Representative, in the capacity as Seller Representative, shall
      have
      no liability to Buyer for any Authorized Action, except to the extent that
      such
      Authorized Action is found by a final order of a court of competent jurisdiction
      to have constituted fraud or bad faith.


    
      
        
        

      

      
        83

        
          

        

      

      
        
        

      

    


    Resignation
      and Removal

     

    Seller
      Representative may resign by giving not less than 60 days notice to Buyer and
      the other Sellers. Sellers may remove Seller Representative provided that one
      or
      more Sellers have given Seller Representative and Buyer written notice of such
      removal not less than 10 days prior to such removal. Upon any resignation,
      removal or death of Seller Representative, Sellers shall designate another
      Seller Representative and shall give Buyer prompt written notice of such
      designation (and in no event later than ten days after such
      designation).

    


    GENERAL
      PROVISIONS

     

    Expenses

     

    Except
      as
      otherwise expressly provided in this Agreement, each party to this Agreement
      will bear its respective expenses incurred in connection with the preparation,
      execution, and performance of this Agreement and the Contemplated Transactions,
      including all fees and expenses of agents, representatives, counsel, and
      accountants. 

     

    Public
      Announcements

     

    Unless
      consented to by the other parties in advance or required by Legal Requirements,
      the New York Stock Exchange, NASDAQ, AMEX or any other national securities
      exchange or as necessary or advisable in connection with the Financing, prior
      to
      the Closing, Buyer and Sellers shall, and Sellers shall cause the Acquired
      Companies to, and after the Closing, Sellers and Buyer shall, and Buyer shall
      cause the Acquired Companies to, keep this Agreement strictly confidential
      and,
      except as may be required by law, the New York Stock Exchange, NASDAQ, AMEX
      or
      any other national securities exchange or with respect to any Proceeding
      concerning this Agreement, shall not make any disclosure of this Agreement
      or
      any public announcement or similar publicity with respect to this Agreement
      or
      the Contemplated Transactions to any Person except to their respective advisors,
      agents and sources of financing who have a need to know. 

     

    Notices

     

    All
      notices, consents, waivers, and other communications under this Agreement must
      be in writing and will be deemed to have been duly given, delivered and received
      when (a) delivered by hand (with written confirmation of receipt) or (b) when
      received by the addressee, if sent by a nationally recognized overnight delivery
      service (receipt requested), in each case to the appropriate addresses set
      forth
      below (or to such other addresses as a party may designate by notice to the
      other parties):

     

    Sellers:
      

    


    Pamela
      W.
      Blakely

    1287
      Osprey Trail

    Naples,
      FL 34105

    
      
         

        -and-

      

    


    
      
        
        

      

      
        84

        
          

        

      

      
        
        

      

    

     

    
      17140
        El
        Mirador

      Rancho
        Santa Fe, California 92067


    

    Gilbert
      Di Giannantonio

    3717
      Woodridge Place

    Palm
      Harbor, FL 34684

    


    Paulette
      Di Giannantonio

    3717
      Woodridge Place

    Palm
      Harbor, FL 34684

    


    Edward
      C.
      Droste

    136
      Midway Island

    Clearwater,
      FL 33767

    


    Dennis
      Johnson

    277
      Aberdeen St.

    Dunedin,
      FL 34698

    


    Susan
      Johnson

    302
      Garner Dr.

    Waverly,
      IA 50677

    


    Eleanor
      Ranieri

    949
      Skye
      Lane

    Palm
      Harbor, FL 34683

    


    William
      Ranieri 

    949
      Skye
      Lane

    Palm
      Harbor, FL 34683

    


    Linda
      H.
      Rice

    19501
      Angel Lane

    Odessa,
      FL 33556

     

    with
      a
      copy to:

    


    Carlton
      Fields, P.A.

    Corporate
      Center Three at International Plaza

    4221
      W.
      Boy Scout Boulevard

    Tampa,
      Florida 33607-5736

    Attention:
      Nathaniel L. Doliner


    
      
        
        

      

      
        85

        
          

        

      

      
        
        

      

    


    Buyer:
      

    


    Wise
      Acquisition Corp.

    4201
      Congress Street, Suite 145

    Charlotte,
      NC 28209

    Attention:
      Michael Pruitt 

    


    with
      a
      copy to:

    


    Latham
      & Watkins LLP

    633
      West
      Fifth Street, Suite 4000

    Los
      Angeles, CA 90071 

    Attention:
      James P. Beaubien

    Jason
      H.
      Silvera

     

    Chanticleer:
      

    


    Wise
      Acquisition Corp.

    4201
      Congress Street, Suite 145

    Charlotte,
      NC 28209

    Attention:
      Michael Pruitt 

    


    with
      a
      copy to:

    


    Latham
      & Watkins LLP

    633
      West
      Fifth Street, Suite 4000

    Los
      Angeles, CA 90071 

    Attention:
      James P. Beaubien

    Jason
      H.
      Silvera

    


    Seller
      Representative:

    


    Brandon
      Realty Venture, Inc.

    John
      Blakely

    1287
      Osprey Trail

    Naples,
      Florida 34105

     

    -and-

    


    Brandon
      Realty Venture, Inc.

    Edward
      Droste

    c/o
      Provident Advertising & Marketing, Inc.

    107
      Hampton Road, Suite 120

    Clearwater,
      Florida 33759

     

    with
      a
      copy to:

    


    Carlton
      Fields, P.A.

    Corporate
      Center Three at International Plaza

    4221
      W.
      Boy Scout Boulevard

    Tampa,
      Florida 33607-5736

    Attention:
      Nathaniel L. Doliner


    
      
        
        

      

      
        86

        
          

        

      

      
        
        

      

    


    Jurisdiction;
      Service of Process

     

    Any
      action or proceeding seeking to enforce any provision of, or based on any right
      arising out of, this Agreement: (a) if brought by any Buyer Indemnified Person
      against Sellers, Seller Representative, or any Seller, shall be brought, except
      as provided in Section 10.8(d), solely in the courts of the State of Florida
      located in Pinellas County, Florida, or, alternatively, if it has or can acquire
      jurisdiction, in the United States District Court for the Middle District of
      Florida, Tampa Division; or (b) if brought by any Seller, by Sellers or by
      Seller Representative against Buyer, shall be brought solely in the courts
      of
      the State of New York, or, alternatively, if it has or can acquire jurisdiction,
      in the United States District Court for the Southern District of New York.
      Each
      of the parties consents to the jurisdiction of such courts (and of the
      appropriate appellate courts) in any such action or proceeding and waives any
      objection to venue laid therein. 

     

    Further
      Assurances

     

    The
      parties agree (a) to execute and deliver to each other such other documents,
      and
      (b) to do such other acts and things, all as the other party may reasonably
      request for the purpose of carrying out the terms of this
      Agreement.

     

    Waiver

     

    Neither
      the failure nor any delay by any party in exercising any right, power, or
      privilege under this Agreement or the documents referred to in this Agreement
      will operate as a waiver of such right, power, or privilege, and no single
      or
      partial exercise of any such right, power, or privilege will preclude any other
      or further exercise of such right, power, or privilege or the exercise of any
      other right, power, or privilege. To the maximum extent permitted by applicable
      law: (a) any waiver of a claim or right arising out of this Agreement is
      effective only if such waiver is in a writing signed by the party against which
      or whom the waiver is being asserted; (b) no waiver that may be given by a
      party
      will be applicable except in the specific instance for which it is given; and
      (c) no notice to or demand on one party will be deemed to be a waiver of any
      obligation of such party or of the right of the party giving such notice or
      demand to take further action without notice or demand as provided in this
      Agreement.

     

    Entire
      Agreement and Modification

     

    Without
      impacting any provisions of the Sellers’ Closing Documents or other agreements
      expressly contemplated to be entered into in connection herewith, this Agreement
      supersedes all prior agreements between the parties, and all prior
      representations, warranties or other assurances, with respect to its subject
      matter or with respect to the Acquired Companies and Shares and constitutes
      a
      complete and exclusive statement of the terms of the agreement between the
      parties with respect to its subject matter. This Agreement may not be amended
      except by a written agreement executed by the party or parties that would be
      affected by such amendment.


    
      
        
        

      

      
        87

        
          

        

      

      
        
        

      

    


    Assignments,
      Successors, and No Third-Party Rights

     

    Neither
      party may assign any of its rights under this Agreement without the prior
      consent of the other parties, except that Buyer may assign any of its rights
      under this Agreement to any Affiliate of Buyer provided that Buyer shall remain
      liable for all representations, warranties, covenants, obligations and
      agreements of Buyer under this Agreement and for all obligations of HI to
      purchase the Remaining Companies Interests under the terms of this Agreement;
      provided, however, that Buyer may collaterally assign this Agreement and any
      or
      all rights or obligations hereunder (including Buyer’s right to seek
      indemnification hereunder) to any Person from which Buyer or one of its
      Affiliates have borrowed money in order to enter into and consummate the
      transactions under this Agreement. Subject to the preceding sentence, this
      Agreement will apply to, be binding in all respects upon, and inure to the
      benefit of, the heirs, successors and permitted assigns of the parties. Nothing
      expressed or referred to in this Agreement will be construed to give any Person
      other than the parties to this Agreement and the parties’ respective heirs,
      successors and permitted assigns any legal or equitable right, remedy, or claim
      under or with respect to this Agreement or any provision of this Agreement.
      This
      Agreement and all of its provisions and conditions are for the sole and
      exclusive benefit of the parties to this Agreement and their respective heirs,
      successors and permitted assigns.

     

    Severability

     

    If
      any
      provision of this Agreement is held invalid or unenforceable by any court of
      competent jurisdiction, the other provisions of this Agreement will remain
      in
      full force and effect. Any provision of this Agreement held invalid or
      unenforceable only in part or degree will remain in full force and effect to
      the
      extent not held invalid or unenforceable.

     

    Section
      Headings, Construction

     

    The
      headings in this Agreement are provided for convenience only and will not affect
      its construction or interpretation. All references to “Article,” “Articles,”
“Section,” or “Sections” refer to the corresponding Article, Articles, Section
      or Sections of this Agreement. All words used in this Agreement will be
      construed to be of such gender or number as the circumstances require. Unless
      otherwise expressly provided, the word “including” does not limit the preceding
      words or terms. 

     

    Governing
      Law

     

    This
      Agreement and all claims arising out of or relating to it will be governed
      by
      the laws of the State of New York, and federal law as applied by courts located
      in the State of New York or the Second Circuit Court of Appeals, without regard
      to conflicts of laws rules or principles that would result in the application
      of
      the laws of any jurisdiction other than the laws of the State of New York and
      such federal law.

     

    Legal
      Representation. 

     

    Each
      Seller hereby agrees and acknowledges that such Seller has had the opportunity
      to consult his or her own counsel with regard to this Agreement, its contents,
      the Contemplated Transactions and the related documents.


    
      
        
        

      

      
        88

        
          

        

      

      
        
        

      

    


    Counterparts

     

    This
      Agreement may be executed in one or more counterparts, each of which will be
      deemed to be an original copy of this Agreement and all of which, when taken
      together, will be deemed to constitute one and the same agreement.

     

    [signature
      pages follow]


    
      
        
        

      

      
        89

        
          

        

      

      
        
        

      

    


    The
      parties have executed and delivered this Agreement as of the date first written
      above.

     

    
      	
              BUYER:

            	 	
              ACQUIRED
                COMPANIES:

            
	 	 	 
	
              Wise
                Acquisition Corp.

            	 	
              HOOTER’S,
                INC.

            
	 	 	 	
              HOOTER’S
                II, INC.

            
	 	 	 	
              HOOTERS
                III, INC.

            
	
              By:

            	  
	 	
              HOOTERS
                MANAGEMENT CORPORATION

            
	
              Name:

            	 	
              HOOTERS
                OF AURORA, INC.

            
	
              Title:

            	 	
              HOOTERS
                OF BRANDON, INC.

            
	 	 	 	
              HOOTERS
                OF CHANNELSIDE, INC.

            
	 	 	 	
              HOOTERS
                OF CLEARWATER, INC.

            
	 	 	 	
              HOOTERS
                OF CRYSTAL LAKE, INC.

            
	 	 	 	
              HOOTERS
                OF DOWNERS GROVE, INC.

            
	
              CHANTICLEER
                (solely for purposes of Section 5.11, 

            	 	
              HOOTERS
                OF JOLIET, INC.

            
	
              Section
                6.5, and Article 10):

            	 	
              HOOTERS
                OF LANSING, INC.

            
	Chanticleer
              Holdings, Inc.	 	
              HOOTERS
                OF MANHATTAN, INC.

            
	 	 	 	
              HOOTERS
                OF MANHATTAN, LTD.

            
	 	 	 	
              HOOTERS
                OF MELROSE PARK, INC.

            
	
              By:

            	  
	 	
              HOOTERS
                OF NORTH TAMPA, INC.

            
	
              Name:

            	 	
              HOOTERS
                OF OAK LAWN, INC.

            
	
              Title:

            	 	
              HOOTERS
                OF ORLAND PARK, INC.

            
	 	 	 	
              HOOTERS
                OF PORT RICHEY, INC.

            
	 	 	 	
              HOOTERS
                OF SOUTH TAMPA, INC.

            
	 	 	 	
              HOOTERS
                OF SPRING HILL, INC.

            
	 	 	 	
              HOOTERS
                OF WELLS STREET, INC.

            
	
              SELLER
                REPRESENTATIVE:

            	 	
              HOOTERS
                ON GOLF, INC.

            
	
              Brandon
                Realty Venture, Inc.

            	 	
              HOOTERS
                ON HIGGINS, INC.

            
	 	 	 	
              HOOTERS
                ON ROOSEVELT, INC.

            
	 	 	 	
              HTRS
                SERVICES CORP.

            
	
              By:

            	  
	 	 	 
	
              Name:

            	 	
              By:

            	   

	
              Title:

            	 	 	
              Neil
                Kiefer

            
	 	 	 	 	
              Chief
                Executive Officer and President

            


    

      

    [
      signature page of Sellers follows]


    
      
        
        

      

      
        90

        
          

        

      

      
        
        

      

    

    


    
      	
              SELLERS:

            	 	 
	 	 	 
	
               

            	 	
               

            
	
              PAMELA
                BLAKELY,
                individually

            	 	
              DENNIS
                JOHNSON,
                individually

            
	 	 	 
	
               

            	 	
               

            
	
              EDWARD
                C. DROSTE,
                individually

            	 	
              SUSAN
                G. JOHNSON,
                individually, and as trustee of The Susan G. Johnson Revocable Living
                Trust dated September 7, 2006

            
	 	 	 
	
               

            	 	
               

            
	
              GILBERT
                DI GIANNANTONIO,
                individually, and as trustee of his Di Giannantonio Revocable
                Trust

            	 	
              ELEANOR
                RANIERI,
                individually, and as co-trustee of each of the Ranieri Revocable
                Trusts

            
	 	 	 
	
               

            	 	
               

            
	
              PAULETTE
                DI GIANNANTONIO,
                individually, and as co-trustee of each of the Di Giannantonio Revocable
                Trusts

            	 	
              WILLIAM
                RANIERI,
                individually, and as co-trustee of each of the Ranieri Revocable
                Trusts

            
	 	 	 
	 	 	
               

            
	 	 	
              LINDA
                RICE, individually

            


    


    
      
        
        

      

      
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