Common use of Clarifications and Technical Amendments Clause in Contracts

Clarifications and Technical Amendments. 3.1 Licensee warrants and represents that attached hereto as Exhibit A is a complete listing of the restaurants owned, operated or managed by Patina as of the Effective Date. Information concerning such restaurants and typical menus for them can be found on Patina’s web site at www.patina ▇▇▇▇▇.▇▇▇. Licensee represents and warrants to Licensor that other than Nick & Steph’s, none of such restaurants is a “steakhouse” within the meaning of Paragraph 5.b. of the License Agreement. SWRG acknowledges that Nick & Stef’s is a “steakhouse” within the meaning of Paragraph 5.b. of the License Agreement and that following the closing of the Acquisition, Licensee will be required to pay a one percent (1%) Percentage Royalty pursuant to the provisions of said Paragraph 5.b with respect to Restaurant Sales and Non-Restaurant Sales at any Nick & Stef’s restaurant which is opened on or after the Effective Date but will not be required to pay any such Percentage Royalty with respect to sales at Nick & Stef’s restaurants that were opened prior to the Effective Date. Licensee further acknowledges and agrees that if after the Effective Date any of the other restaurants now owned, operated or managed by Patina or any Affiliate of Patina or subsequently acquired by Patina or any Affiliate of Patina (or any other Affiliate of Licensee) become or are commonly identified or considered by the public as a steakhouse, then Licensee shall become liable to pay to Licensor pursuant to the provisions of said Paragraph 5.b. a one percent (1%) Percentage Royalty on the Restaurant Sales and Non-Restaurant Sales at each of such restaurants. 3.2 The Licensee hereby acknowledges that it continues to be bound by all of the terms and provisions of the License Agreement, and represents and warrants to Licensor that the principals of Patina are reputable restaurant operators that have managed high quality, fine dining restaurants continuously during the five-year period immediately preceding the date hereof and that Patina is a nationally known reputable company active in the food service business. Based on such representation, and the representations contained elsewhere herein as to the beneficial ownership of Licensee, SWRG Parent and Patina, Licensor acknowledges that the Acquisition is expressly permitted by the first sentence of Paragraph 8.b(i) of the License Agreement.

Clarifications and Technical Amendments. 3.1 Licensee warrants and represents that attached hereto as Exhibit A B is a complete listing of the restaurants owned, operated or managed by Patina as of the Effective Date. Information concerning such restaurants and typical menus for them can be found on Patina’s web site at www.patina ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Licensee represents and warrants to Licensor that other than Nick & Steph’s, none of such restaurants is a “steakhouse” within the meaning of Paragraph 5.b. of the License Agreement. SWRG acknowledges that Nick & Stef’s is a “steakhouse” within the meaning of Paragraph 5.b. of the License Agreement and that following the closing of the Acquisition, Licensee will be required to pay a one percent (1%) Percentage Royalty pursuant to the provisions of said Paragraph 5.b with respect to Restaurant Sales and Non-Restaurant Sales at any Nick & Stef’s restaurant which is opened on or after the Effective Date but will not be required to pay any such Percentage Royalty with respect to sales at Nick & Stef’s restaurants that were opened prior to the Effective DateDate as long as Patina remains an Affiliate of Licensee. Licensee further acknowledges and agrees that if after the Effective Date any of the other restaurants now owned, operated or managed by Patina or any Affiliate of Patina or subsequently acquired by Patina or any Affiliate of Patina (or any other Affiliate of Licensee) become or are commonly identified or considered by the public as a steakhouse, then Licensee shall (for so long as Patina remains an Affiliate of Licensee) become liable to pay to Licensor pursuant to the provisions of said Paragraph 5.b. a one percent (1%) Percentage Royalty on the Restaurant Sales and Non-Restaurant Sales at each of such restaurants. The foregoing covenants are in addition and supplementary to the obligations set forth in Paragraph 5.b of the License Agreement. 3.2 The Licensee hereby acknowledges that it continues to be bound by all of the terms and provisions of the License Agreement, and represents and warrants to Licensor (i) that as set forth above, Licensee and Patina have entered into a Management Services Agreement pursuant to which Patina will be responsible for the principals management of the Restaurants and the Grills, (ii) that Patina are is a reputable restaurant operators operator that have has managed high quality, fine dining restaurants continuously during the five-year period immediately preceding the date hereof hereof, and (iii) that Patina is a nationally known reputable company active in the food service business. In the event that the Management Services Agreement is terminated or for any reason neither Patina, ▇▇▇▇▇▇▇, nor ▇▇▇▇▇▇▇▇ is, directly or indirectly, in charge of the day to day management of the Restaurants and the Grills, whether in their capacity as owners of equity or as executives of any entity having such management responsibility or otherwise, (any such event a “Change of Conditions”), Licensee will give Licensor written notice thereof (the “Notice of Changed Conditions”) within ten (10) business days of the Change of Conditions. The parties agree that TIME IS EXPRESSLY OF THE ESSENCE WITH RESPECT TO THE GIVING OF THE NOTICE OF CHANGED CONDITIONS and that the failure to give such Notice of Changed Conditions is a material breach of Licensor’s obligations under this Section 3.2. The Notice of Changed Conditions shall include a reasonably detailed statement of the relevant Change of Conditions and the actions the Licensee has taken or is taking in connection with such Change of Conditions in respect of the management of the operations of the Restaurants and Grills to comply with the relevant requirements of the License Agreement and this Section 3.2, such description by Licensee of the actions to include, without limitation, the identity, prior restaurant experience and references for each person to whom, or each of the principals of any entity to which, Licensee has assigned or intends to assign management responsibility for the operations of the Restaurant and Grills in order to assist Licensor in evaluating whether such person meets the relevant requirements of the License Agreement and the Qualifications referred to below. Licensee warrants and covenants that any successor to Patina and any other person or the principals of any entity, as applicable, to whom Licensee assigns management responsibility for the Restaurants and the Grills shall meet the following standards (such standards, the “Qualifications”): (A) a reputable restaurant operator that has managed high quality, fine dining restaurants continuously during the five (5) year period immediately preceding the effective date of such operator’s assumption of responsibility for the management of the Restaurants (or an entity controlled by a restaurant operator having such experience), or (B) a nationally known reputable company active in the food service or hospitality business such as, but not limited to Restaurant Associates or the Hilton or Marriott companies. Any material breach of the Licensor’s obligation under this Section 3.2 shall constitute an Event of Default. It is understood and agreed that the filing of a report with the Securities and Exchange Commission shall not constitute the providing to Licensor of a Notice of Changed Circumstances. Based on such representationrepresentation and in consideration of the covenants contained in this Section 3.2, and the representations contained elsewhere herein as Licensor shall not object to the beneficial ownership of Licensee, SWRG Parent and Patina, Licensor acknowledges that Acquisition whether or not the Acquisition is expressly permitted by Licensee strictly complies with the provisions in the first sentence of Paragraph 8.b(i) of the License AgreementAgreement (it being understood that such failure to object shall in no event be deemed to constitute an amendment to the License Agreement or a waiver of any of the rights of Licensor hereunder).