Exhibit 2

Execution Copy

MASTER ASSET PURCHASE AGREEMENT

by and among

GRANITE CITY RESTAURANT OPERATIONS, INC.
(“Buyer”)

and

CR MINNEAPOLIS, LLC,
PITTSBURGH CR, LLC, INDY CR, LLC,
KENDALL CR LLC, 3720 INDY, LLC,
CR NH, LLC,

CR FLORIDA, LLC, AND

PAROLE CR, LLC
(collectively “Seller” and individually “Seller”)

and

RESTAURANT ENTERTAINMENT GROUP, LLC
(“REG”)

and

CLINTON R. FIELD AND ERIC SCHILDER
(“Owners”)

Dated November 4, 2011

TABLE OF CONTENTS

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INDEX OF DEFINITIONS

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INDEX OF DEFINITIONS

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INDEX OF DEFINITIONS

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INDEX OF DEFINITIONS

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MASTER ASSET PURCHASE AGREEMENT

This Master Asset Purchase Agreement (“Agreement”) is dated November 4, 2011, by and among Granite City Restaurant Operations, Inc., a Minnesota corporation (“Buyer”); CR Minneapolis, LLC, Pittsburgh CR, LLC, Indy CR, LLC, Kendall CR LLC, 3720 Indy, LLC, CR NH, LLC, CR Florida, LLC, and Parole CR, LLC (collectively “Seller” and individually a “Seller Entity”); Restaurant Entertainment Group, LLC (“REG”), an Ohio limited liability company, and Clinton R. Field, a resident of Union County, Ohio and Eric Schilder, a resident of Marion County, Ohio (“Owners”).

INTRODUCTION

A.            The Seller Entities individually own and operate the restaurants identified on Schedule 1 to this Agreement (collectively the “Restaurants”).

B.            Buyer desires to acquire substantially all of the tangible and intangible assets used in the operation of the Restaurants, and to have an option to purchase the tangible and intangible assets of Parole CR, LLC.

C.            To accomplish the foregoing, Seller desires to sell and Buyer desires to purchase the “Assets” hereinafter described, on the terms, conditions, exclusions and limitations set forth in this Agreement.

D.            Parole CR, LLC is a party to this agreement for the purpose of granting Buyer an option to purchase its assets on the terms and conditions set forth in this Agreement.

E.             REG owns and licenses to Seller certain intellectual property rights and provides certain financing and management services to Seller.  Clinton R. Field owns REG and certain of the Restaurants and will benefit from the Contemplated Transactions (as defined herein).

AGREEMENT

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

1.                                       Definitions and Usage

1.1                                 DEFINITIONS

For purposes of this Agreement, the following terms and variations thereof have the meanings specified or referred to in this Section 1.1:

“Accounts Receivable”— (a) all trade accounts receivable and other rights to payment from customers of Seller and the full benefit of all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers of Seller, (b) all other accounts or notes receivable of Seller and the full benefit of all security for such accounts or notes and (c) any claim, remedy or other right related to any of the foregoing.

“Active Employees” — as defined in Section 10.1(a).

“Adjustment Amount”— as defined in Section 2.3(d).

“Allowed Deductible” — as defined in Section 11.5.

“Assets”— as defined in Section 2.1.

“Assignment and Assumption Agreement”— as defined in Section 2.7(a)(ii).

“Assumed Liabilities”— as defined in Section 2.4(a).

“Balance Sheet”— as defined in Section 3.4.

“Best Efforts”— the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to achieve that result as expeditiously as possible, provided, however, that a Person required to use Best Efforts under this Agreement will not be thereby required to take actions that would result in a material adverse change in the benefits to such Person of this Agreement and the Contemplated Transactions or to dispose of or make any change to its business, expend any material funds or incur any other material burden.

“Bill of Sale”— as defined in Section 2.7(a)(i).

“Breach”— any breach of, or any inaccuracy in, any representation or warranty or any breach of, or failure to perform or comply with, any covenant or obligation, in or of this Agreement or any other Contract, or any event which with the passing of time or the giving of notice, or both, would constitute such a breach, inaccuracy or failure.

“Bulk Sales Laws”— as defined in Section 5.10.

“Business Day” — any day other than (a) Saturday or Sunday or (b) any other day on which banks in Ohio are permitted or required to be closed.

“Buyer”— Granite City Restaurant Operations, Inc., a wholly-owned subsidiary of Granite City Food & Brewery Ltd. (“GCFB”).

“Buyer Contact” — as defined in Section 12.2.

“Buyer Indemnified Persons”— as defined in Section 11.2.

“Buyer’s Closing Documents” — as defined in Section 4.2(a).

“Closing”— as defined in Section 2.6.

“Closing Date”— the date on which the Closing actually takes place.

“COBRA”— as defined in Section 3.16(b).

“Code”— the Internal Revenue Code of 1986.

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“Confidential Information”— as defined in Section 12.1.

“Consent”— any approval, consent, ratification, waiver or other authorization.

“Contemplated Transactions”— all of the transactions contemplated by this Agreement.

“Contract”— any agreement, contract, Lease, consensual obligation, promise or undertaking (whether written or oral and whether express or implied), whether or not legally binding.

“Copyrights”— as defined in Section 3.25(a)(ii).

“Damages”— as defined in Section 11.2.

“Disclosure Schedule”— the disclosure schedule delivered by Seller and Owner to Buyer concurrently with the execution and delivery of this Agreement.

“Effective Time”— The time at which the Closing is consummated on the Closing Date.

“Employee Plans”— as defined in Section 3.16(a).

“Encumbrance”— any charge, claim, community or other marital property interest, condition, equitable interest, lien, option, pledge, security interest, mortgage, right of way, easement, encroachment, servitude, right of first option, right of first refusal or similar restriction, including any restriction on use, voting (in the case of any security or equity interest), transfer, receipt of income or exercise of any other attribute of ownership.

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

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

(a)           any environmental, health or safety matter or condition (including on-site or off-site contamination, occupational safety and health and regulation of any chemical substance or product);

(b)           any fine, penalty, judgment, award, settlement, legal or administrative proceeding, damages, loss, claim, demand or response, remedial or inspection cost or expense arising under any Environmental Law or Occupational Safety and Health Law;

(c)           financial responsibility under any Environmental Law or Occupational Safety and Health Law for cleanup costs or corrective action, including any cleanup, removal, containment or other remediation or response actions (“Cleanup”) required by any Environmental Law or Occupational Safety and Health Law (whether or not such Cleanup has

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been required or requested by any Governmental Body or any other Person) and for any natural resource damages; or

(d)           any other compliance, corrective or remedial measure required under any 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 of 1980 (CERCLA).

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

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

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

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

(h)           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;

(i)            protecting resources, species or ecological amenities;

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

(k)           cleaning up pollutants that have been Released, preventing the Threat of Release or paying the costs of such clean up or prevention; or

(l)            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.

“ERISA”— the Employee Retirement Income Security Act of 1974.

“Escrow Agent” —as defined in Section 2.3(c).

“Escrow Agreement”— as defined in Section 2.3(c).

“Exchange Act”— the Securities Exchange Act of 1934.

“Excluded Assets”— as defined in Section 2.2.

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“Facilities”— any real property, leasehold or other interest in real property currently used by Seller, for the operation of Restaurants at the respective leased locations specified in Schedule 3.8.  Notwithstanding the foregoing, for purposes of the definitions of “Hazardous Activity” and “Remedial Action” and Sections 3.22 and 11.3, “Facilities” shall mean any real property, leasehold or other interest in real property currently or formerly owned or operated by Seller, including the Tangible Personal Property used or operated by Seller at the respective locations specified in Section 3.8.

“GAAP”— generally accepted accounting principles for financial reporting in the United States, applied on a basis consistent with the basis on which the Balance Sheet and the other financial statements referred to in Section 3.4 were prepared.

“Governing Documents”— with respect to any particular entity the articles or certificate of organization and the bylaws or any other charter or similar document adopted or filed in connection with the creation, formation or organization of the Person; all equityholders’ agreements, voting agreements, voting trust agreements, joint venture agreements, registration rights agreements or other agreements or documents relating to the organization, management or operation of any Person or relating to the rights, duties and obligations of the equityholders of any Person; and any amendment or supplement to any of the foregoing.

“Governmental Authorization”— any Consent, license, registration, permit or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement, including Liquor License Agency Approvals.

“Governmental Body”— any:  (a) nation, state, county, city, town, borough, village, district or other jurisdiction; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity exercising governmental or quasi-governmental powers); (d) multinational organization or body; (e) body exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or (f) official of any of the foregoing.

“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 Material in, on, under, about or from any of 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.

“Hazardous Material”— any substance, material or waste which is or will foreseeably be regulated by any Governmental Body, including any material, substance or waste which is defined as a “hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous waste,” “restricted hazardous waste,” “contaminant,” “toxic waste” or “toxic substance” under any provision of Environmental Law, and including petroleum, petroleum products, asbestos, presumed asbestos-containing material or asbestos-containing material, urea formaldehyde and polychlorinated biphenyls.

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“Hired Active Employees” — as defined in Section 10.1(b)(i).

“Hold-Back Amount” — as defined in Section 2.3(c).

“HSR Act”— the Hart-Scott-Rodino Antitrust Improvements Act.

“Improvements”— all buildings, structures, fixtures and improvements located at or on the Facilities or included in the Assets, including those under construction.

“Indemnified Party” — A party entitled to indemnification under Article 11.

“Indemnified Person”— as defined in Section 11.9.

“Indemnifying Person”— as defined in Section 11.9.

“Intangible Property” — means Seller’s interest in the property (other than furniture, fixtures, equipment, miscellaneous personal property, food and beverage inventories and Improvements), which is used in connection with the Restaurants, or the business conducted in connection with the Restaurants, including assumed Contracts, all good will related to the location of each Restaurant, any and all Governmental Authorizations and approvals held by Seller relating to the occupancy or use of the Restaurants which are transferrable to Buyer, any and all existing warranties held by Seller and given by third parties with respect to the Restaurants which are assignable to Buyer, and existing telephone numbers, Internet domain names, facsimile numbers, keys and security system codes, the Seller Intellectual Property Assets, including any Marks, Copyrights, Trade Secrets, Net Names and Seller’s menus.

“Intellectual Property Assets”— as defined in Section 3.25(a).

“Interim Balance Sheet”— as defined in Section 5.8.

“Interim Management Agreement” — as defined in Section 6.1(e).

“Inventories”— all inventories of Seller, wherever located, including food, Liquor Inventory, beverages, consumables, other materials and supplies to be used or consumed in the operation of each Restaurant, and which are usable for the Cadillac Ranch menu (as of the Closing Date), not expired and not spoiled.

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

“Knowledge”—means the Knowledge of Clinton R. Field, Eric Schilder or William Niegsch, any of whom will be deemed to have Knowledge of a particular fact or other matter if (i) that individual is actually aware of that fact or matter; or (ii) a prudent individual could be expected to discover or otherwise become aware of that fact or matter in the course of conducting a reasonably comprehensive investigation regarding the accuracy of any representation or warranty contained in this Agreement.  The foregoing individuals will be deemed to have Knowledge of a particular fact or other matter if any of them who is serving, or who has at any time served, as a director, officer, partner, manager, executor or trustee of a

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Person (or in any similar capacity) has, or at any time had, Knowledge of that fact or other matter (as set forth in (i) and (ii) above), and any such individual (and any individual party to this Agreement) will be deemed to have conducted a reasonably comprehensive investigation regarding the accuracy of the representations and warranties made herein by that Person or individual.

“Leases”— mean the Real Property Leases for the Restaurants set forth in Schedule 1.

“Legal Requirement”— any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty, and in the case of the Restaurants, shall include all required licenses or permits for the sale of food, merchandise, liquor, beer and wine.

“Liability”— with respect to any Person, any liability, indebtedness or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person. Liability shall also include customer credits and coupons and discount and gift cards and gift certificates (“Gift Card Liability”).

“Liquor Inventory” — Seller’s interest in the inventory of beer, wine and liquor at all of the Restaurants, as determined during the inventory on the Closing Date.

“Liquor License Agency” — as defined in Section 6.1(a).

“Liquor License Agency Approval” — (a) approval by all applicable state, local or other governmental authorities of permanent or temporary licenses for Buyer (or its Related Persons), the transfer of existing licenses for the Restaurants to Buyer (or its Related Persons) or other alternative arrangements that in each case permit Buyer to serve alcohol at each of the Restaurants on the day following the Closing Date consistent with the current service hours and days permitted by such existing licenses or (b) except as provided in Section 6.1 with respect to Mandatory Licensed Restaurants, the execution of Interim Management Agreements between Seller and Buyer that will be in effect on the day following the Closing Date pending an approval described in provision (a) of this definition.

“Mandatory Licensed Restaurants” — to be identified by licensing consultant.

“Marks”— as defined in Section 3.25(a)(i).

“Material” — in reference to a Breach by Seller, means a condition or effect that would result in a Material Adverse Change or would result in a charge, cost, loss or Damage of $5,000 or more.

“Material Adverse Change” — with respect to Seller or any Seller Entity or the business of Seller or any Seller Entity or the Assets of any Seller Entity, any event, change, development, or occurrence that, individually or together with any other event, change, development or

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occurrence, is materially adverse to its business, condition (financial or otherwise), assets, results of operations, or prospects.

“Material Consents”— as defined in Section 7.3.

“MOA” — the Restaurant operated by CR Minneapolis, LLC at the Mall of America.

“MOA Assets” — the Assets of the MOA to be sold pursuant to this Agreement.

“Net Names” — as defined in Section 3.25(a)(iv).

“Nonmaterial Consents” — as defined in Section 2.10(b).

“Non-Real Estate Encumbrances” — as defined in Section 3.9.

“Occupational Safety and Health Law”— any Legal Requirement designed to provide safe and healthful working conditions and to reduce occupational safety and health hazards, including the Occupational Safety and Health Act, and any program, whether governmental or private (such as those promulgated or sponsored by industry associations and insurance companies), designed to provide safe and healthful working conditions.

“Option” — The option granted Buyer to purchase the assets of Parole CR, LLC.

“Order”— any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Body or arbitrator.

“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 that action is consistent in nature, scope, and magnitude with the past practices of such Person and is taken in the ordinary course of the normal, day-to-day operations of such Person.

“Other Requirements” — as defined in Section 6.1(f).

“Owners”— mean Clinton R. Field, Eric Schilder and any other person identified by Seller as having an equity or ownership interest in a Seller.

“Pay-Off Amount” — as defined in Section 2.3(d).

“Pay-Off Letter” — as defined in Section 2.3(d).

“Permitted Encumbrances”— as defined in Section 3.9.

“Person”— an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or a Governmental Body.

“Proceeding”— any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal,

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whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Body or arbitrator.

“Purchase Price”— as defined in Section 2.3.

“Real Estate Encumbrances” — as defined in Section 3.9.

“Real Property Lease”— the Leases described in Schedule 3.8.

“Record”— information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

“REG Contracts”— any Contract (a) under which REG has or may acquire any rights or benefits; (b) under which REG has or may become subject to any obligation or liability; or (c) by which REG or any of the assets owned or used by REG is or may become bound.

“REG Intellectual Property Assets”— as defined in Section 3.25(a).

“Related Person”—

With respect to a particular individual:

(m)          each other member of such individual’s Family;

(n)           any Person that is directly or indirectly controlled by any one or more members of such individual’s Family;

(o)           any Person in which members of such individual’s Family hold (individually or in the aggregate) a Material Interest; and

(p)           any Person with respect to which one or more members of such individual’s Family serves as a director, officer, partner, executor or trustee (or in a similar capacity).

With respect to a specified Person other than an individual:

(q)           any Person that directly or indirectly controls, is directly or indirectly controlled by or is directly or indirectly under common control with such specified Person;

(r)            any Person that holds a Material Interest in such specified Person;

(s)           each Person that serves as a director, officer, partner, executor or trustee of such specified Person (or in a similar capacity);

(t)            any Person in which such specified Person holds a Material Interest; and

(u)           any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity).

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For purposes of this definition, (a) “control” (including “controlling,” “controlled by,” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and shall be construed as such term is used in the rules promulgated under the Securities Act; (b) the “Family” of an individual includes (i) the individual, (ii) the individual’s spouse, (iii) any other natural person who is related to the individual or the individual’s spouse within the second degree and (iv) any other natural person who resides with such individual; and (c) “Material Interest” means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of voting securities or other voting interests representing at least ten percent (10%) of the outstanding voting power of a Person or equity securities or other equity interests representing at least ten percent (10%) of the outstanding equity securities or equity interests in a Person.

“Release”— any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal, leaching or migration on or into the Environment or into or out of any property.

“Remedial Action”— all actions, including any capital expenditures, required or voluntarily undertaken (a) to clean up, remove, treat or in any other way address any Hazardous Material or other substance; (b) to prevent the Release or Threat of Release or to minimize the further Release of any Hazardous Material or other substance so it does not migrate or endanger or threaten to endanger public health or welfare or the Environment; (c) to perform pre-remedial studies and investigations or post-remedial monitoring and care; or (d) to bring all Facilities and the operations conducted thereon into compliance with Environmental Laws and environmental Governmental Authorizations.

“Representative”— with respect to a particular Person, any director, officer, manager, employee, agent, consultant, advisor, accountant, financial advisor, legal counsel or other representative of that Person.

“Restaurants” — means the restaurants operated by Sellers under one or more of the following trademarks or trade names:  “Cadillac Ranch All American Bar & Grill,” “Cadillac Ranch Rock-N’ Country Bar & Grill,” or “Cadillac Ranch.”  The Restaurants owned by individual Sellers may, for convenience, hereinafter be identified and referred to by location as follows:

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“Restricted Material Contracts” — as defined in Section 2.10(a).

“Restricted Nonmaterial Contract” — as defined in Section 2.10(b).

“Retained Liabilities”— as defined in Section 2.4(b).

“Reviewing Accountant” — as defined in Section 2.8.

“SEC”— the United States Securities and Exchange Commission.

“Securities Act”—the Securities Act of 1933, as amended.

“Seller” — collectively, refers to the entities listed as “Seller” in the initial paragraph of this Agreement, and may include an individual entity when referred to as an “individual Seller” or “each Seller” or “Seller Entity.”

“Seller Contact” — as defined in Section 12.2.

“Seller Contract”— any Contract (a) under which Seller has or may acquire any rights or benefits; (b) under which Seller has or may become subject to any obligation or liability; or (c) by which Seller or any of the assets owned or used by Seller is or may become bound.

“Seller Intellectual Property Assets”— as defined in Section 3.25(a).

“Software”— all computer software and subsequent versions thereof, including source code, object, executable or binary code, objects, comments, screens, user interfaces, report formats, templates, menus, buttons and icons and all files, data, materials, manuals, design notes and other items and documentation related thereto or associated therewith.

“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 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 (other than securities or other interests having such power only upon the happening of a contingency that has not occurred), are held by the Owner or one or more of its Subsidiaries.

“Tangible Personal Property”— all Inventories, machinery, equipment, tools, furniture, kitchen and office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property of every kind owned or leased by Seller (wherever located and whether or not carried on Seller’s books), together with any express or implied warranty by the manufacturers or sellers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto.

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“Tax”— any income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental, windfall profit, customs, vehicle, airplane, boat, vessel or other title or registration, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, value added, alternative, add—on minimum and other tax, fee, assessment, levy, tariff, charge or duty of any kind whatsoever and any interest, penalty, addition or additional amount thereon imposed, assessed or collected by or under the authority of any Governmental Body or payable under any tax-sharing agreement or any other Contract.

“Tax Return”— any return (including any information return), report, statement, schedule, notice, form, declaration, claim for refund or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

“Third Party”— a Person that is not a party to this Agreement.

“Third-Party Claim”— any claim against any Indemnified Person by a Third Party, whether or not involving a Proceeding.

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

“Trade Dress” — the distinctive characteristics and features of visual appearance of the Restaurants.

“Trade Secrets” — as defined in Section 3.25(a)(iii).

“WARN Act”— as defined in Section 3.23(d).

2.                                       Sale and Transfer of Assets; Closing

2.1           ASSETS TO BE SOLD

Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller, including each Seller Entity comprising Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, used in the operation of the Restaurants, including the following (but excluding the Excluded Assets):  (i) Real Property Leases and lease files and leasehold Improvements; (ii) all Tangible Personal Property; (iii) all Inventories; (iv) all prepaid expenses and deposits; (v) all Seller Contracts listed in Schedule 2.4(a) that are expressly assumed by Buyer; (vi) all Improvements; (vii) all Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.17(b); (viii) all data and

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Records related to the operations of the Restaurants, including client and customer lists and Records, referral sources, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records; (ix) all of the Intangible Property of Seller, including the Seller Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Schedules 3.25(e), (f) and (h); (x) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective Time, unless expended in accordance with this Agreement; (xi) all claims of Seller against Third Parties relating to the Assets, whether choate or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(xi); (xii) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(c) and that are not excluded under Section 2.2(g) and the petty cash on hand of Restaurant of a Seller Entity whose Assets are purchased by Buyer.  All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.”

Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).

(a)           Each of the Sellers shall enter into separate asset purchase agreements with Buyer for the sale and purchase of the Assets of each Restaurant owned by it (each a “Separate PA”).  Each Separate PA shall incorporate by reference this Agreement and the agreements, representations, warranties, covenants and conditions contained herein.

(b)           Each Separate PA shall set forth the purchase price of the Assets of the Restaurant to which it pertains and adjustments applicable thereto, and such other specific terms and conditions as shall be applicable to such sale and purchase of such Assets.  The Separate PA for the Assets of MOA attached hereto as Exhibit 2.1(b) is an example of the form of Separate PA the Parties intend to enter into pursuant to this Section 2.1.

(c)           Each of the Separate PAs shall be executed and delivered within five business days following the date of execution of this Agreement.  To the extent any of the individual Sellers shall be required to provide a consent in connection with any Separate PA or provide a waiver or a release of a claim in connection with a Separate PA, such consent waiver or release shall be provided on a timely basis and providing the same shall be a condition precedent to the effectiveness of this Agreement and any Separate PA.  If the parties fail to enter into or consummate a Separate PA for any of the Restaurants, such failure shall result in a reduction of the Purchase Price for such Restaurant in the amount, set forth in Section 2.3 and such Restaurant shall be deemed excluded from this Agreement; provided that the Seller and Buyer elect to proceed with the sale and Closing on the remaining Restaurants.

(d)           The Closing on the purchase of the MOA Assets shall occur on or before November 4, 2011.  The parties shall use their Best Efforts to ensure that the Closing on the purchase of the Assets of all remaining Restaurants purchasable hereunder occurs, subject to the

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satisfaction of all conditions precedent to the parties’ obligations hereunder, on or before November 30, 2011, and no later than December 27, 2011.  After the Closing on the purchase of the MOA Assets, the Closing on the purchase of the Assets of all remaining Restaurants shall occur simultaneously.  If conditions precedent to Buyer’s obligations to close the purchase of the Assets of a Restaurant are not satisfied by the required Closing Date as above provided, the Separate PA for that Restaurant shall, at the option of Buyer, terminate, and the Purchase Price for the Assets shall be reduced by the amount allocated to that Restaurant in Section 2.3(a).

(e)           In addition to the sale and purchase of the Intangible Property of Seller, REG shall execute and deliver to Buyer at each Restaurant Closing perpetual, royalty-free licenses to the REG Intellectual Property Assets.  At such time as Seller has sold and Buyer has purchased the Assets of all remaining Restaurants Buyer closes hereunder pursuant to clause (d) above, but not less than four (4) Restaurants (excluding MOA), REG shall sell, convey, assign, transfer and deliver to Buyer REG’s entire right, title and interest in the Marks and associated goodwill, Copyrights, Trade Secrets, and Net Names, including assignments in recordable form.

2.2                                 EXCLUDED ASSETS

Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the “Excluded Assets”) are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing:  (a) all cash (other than petty cash), cash equivalents other than those specified on Schedule 2.2(j), short-term investments and accounts receivable; (b) all minute books and entity Records; (c) those rights relating to deposits and prepaid expenses and claims for refunds and rights to offset in respect thereof listed in Schedule 2.2(c); (d) all insurance policies and rights thereunder to the extent specified in Section 2.1(x); (e) all of the Seller Contracts other than those listed in Schedule 2.4(a); (f) all personnel Records and other Records that Seller is required by law to retain in its possession; (g) all claims for refund of Taxes and other governmental charges of whatever nature; (h) all rights in connection with and assets of Employee Plans; (i) all rights of Seller under this Agreement, the Bill of Sale, the Assignment and Assumption Agreement, and the Escrow Agreement; and (j) property and assets expressly designated in Schedule 2.2(j).

2.3                                 CONSIDERATION

Subject to the terms and conditions of this Agreement, the aggregate consideration for the Assets will be (i) Nine Million Dollars ($9,000,000) (the “Purchase Price”); (ii) the value of Inventories and petty cash purchased as set forth in Section 2.3(e); (iii) plus or minus (a) the Adjustment Amount described in Section 2.3(d) and (b) the assumption of the Assumed Liabilities.

(a)           The Purchase Price for the Assets, prior to any adjustments, is as follows:

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(b)           The Closing Payment for the Assets of each Seller Entity shall be equal to the Purchase Price for such Assets set forth in Section 2.3(a), plus the dollar amount of the Inventories and petty cash of such Seller Entity, as set forth and determined pursuant to Section 2.3(e), and minus (i) the Holdback Amount, and (ii) the Adjustment Amount equal to the amount of Liabilities of Seller, as described in Section 2.3(d), and (iii) amounts reasonably determined by Buyer as necessary to discharge other liabilities of Seller.  The Holdback Amount and the Adjustment Amount shall be paid by Buyer to Escrow Agent to be held and applied under the Escrow Agreement.

(c)           The Holdback Amount for the purchase of remaining Assets of the Seller Entities at the second Closing (excluding the MOA Assets) shall be (i) twenty percent (20%) of the Purchase Price if the Assets of all seven (7) remaining Restaurants (in addition to the MOA Assets) are purchased; (ii) seventeen and one-half percent (17.5%) of the Purchase Price if the Assets of six (6) remaining Restaurants (in addition to MOA Assets but excluding Hallandale or Annapolis) are purchased; and (iii) fifteen percent (15%) of the Purchase Price if the Assets of five (5) remaining Restaurants (in addition to the MOA Assets but excluding Hallandale and Annapolis) are purchased.  Such amount shall be inclusive of the Holdback Amount for the Assets of MOA as provided in the next following sentence.  The Holdback Amount for the Assets of MOA shall be $650,000.  The Holdback Amount shall be held by the Escrow Agent, CSC Trust Company of Delaware (the “Escrow Agent”) pursuant to an escrow agreement (the “Escrow Agreement”), for the benefit of the Buyer and Seller for the purposes of funding any adjustment of the Purchase Price and for the purpose of funding any amount due Buyer hereunder pursuant to Section 11.2.  Buyer shall also have the right to be reimbursed out of the Holdback Amount the amount of Gift Card Liability actually redeemed and accepted by Buyer for Seller’s credits, coupons, discounts, gift cards and gift certificates (“Gift Cards”) issued by Seller on or before the Closing Date.  Such reimbursement shall occur monthly from and after the Closing Date.  After the second Closing shall occur, the Escrow Agent shall release, on the dates shown on Exhibit 2.3, any amount above the minimum balance shown on Exhibit 2.3 and not reserved for a Pending Claim as defined in the Escrow Agreement, so that the balance shall equal the percentages of the Purchase Price show on Exhibit 2.3.

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(d)           The Adjustment Amount shall be equal to a portion of the Purchase Price to be used to repay in full (i) all obligations of Seller to its lenders, lien holders, and secured and unsecured creditors, including, but not limited to, the creditors listed in Schedule 2.3(d); (ii) all claims against Seller or claims arising from the sale of the Assets and (iii) all Taxes.  Seller shall cause each of such creditors to deliver to Buyer not more than four (4) Business Days and not less than one (1) Business Day prior to the Closing Date, a pay-off letter in form and substance acceptable to Buyer (each a “Pay-Off Letter”), in which the creditor (a) confirms the amount of indebtedness with respect the Assets of such Seller Entity (the “Pay-Off Amount”), (b) sets forth wire transfer instructions for the payment of the Pay-off Amount, and (c) confirms that, upon the creditor’s receipt of the Pay-Off Amount, all indebtedness of the Seller with respect to such Assets and the Seller Entity shall be satisfied and all encumbrances and security interests in such Assets will be terminated and released.  Seller authorizes Buyer and the Escrow Agent to pay to the creditors of an individual Seller on the Closing Date, in accordance with the wire transfer instructions set forth in the Pay-Off Letters, cash equal to the Pay-Off Amount.  Seller authorizes Buyer to file any necessary termination statements or releases to evidence the termination or release of security interests in the Assets.

(e)           The Purchase Price will be increased by the dollar value of the Inventories and petty cash on hand transferred to Buyer.  Representatives of Buyer and Seller will perform a physical count of the inventory and petty cash in connection with the Assets of each Restaurant purchased as of 12:01 a.m. on the day following the Closing Date to determine the Inventories.  The Inventories shall be valued at the lower of cost or market value on a first in, first out basis (adjusted for all discounts and rebates actually received or receivable), as determined by records of the Restaurants; provided, however, that in no event shall the value of the food, beverage and Liquor Inventories exceed an amount equal to $20,000 per Restaurant.

2.4                                 LIABILITIES

(a)           Assumed Liabilities.  On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the Liabilities or obligations of Seller described in Schedule 2.4(a), which arise by reason of events occurring after the Closing Date.

(b)           Retained Liabilities.  All other liabilities (the “Retained Liabilities”) shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller.  “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including the following:

(i)            any Liability arising out of or relating to Seller’s business operations on or before the Closing Date other than to the extent assumed under Section 2.4(a);

(ii)           any Liability under any Contract assumed by Buyer pursuant to Section 2.4(a) that arises after the Closing Date but that arises out of or relates to any Breach that occurred on or before the Closing Date;

(iii)          any Seller Liability for Taxes, including (A) any Taxes arising as a result of Seller’s operation of its business or ownership of the Assets on or before the Closing

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Date, (B) any Taxes that will arise as a result of the sale of the Assets pursuant to this Agreement and (C) any deferred Taxes of any nature;

(iv)          any Liability under any Contract not assumed by Buyer under Section 2.4(a), including any Liability arising out of or relating to Seller’s financing, purchase assignments, credit facilities or any security interest related thereto;

(v)           any Environmental, Health and Safety Liabilities arising out of or relating to the operation of Seller’s business or Seller’s leasing, ownership or operation of real property through the Closing Date;

(vi)          any Liability under the Employee Plans or relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other employee plans or benefits of any kind for Seller’s employees or former employees or both;

(vii)         any Liability under any employment, severance, retention or termination agreement with any employee of Seller or any of its Related Persons;

(viii)        any Liability arising out of or relating to any Seller employee grievance whether or not the affected employees are hired by Buyer;

(ix)           any Liability of Seller to any Owner or Related Person of Seller or any Owner;

(x)            any Liability to indemnify, reimburse or advance amounts to any officer, director, Owner, employee, broker, attorney or agent of Seller;

(xi)           any Liability to distribute to any of Seller’s Owners or otherwise apply all or any part of the consideration received hereunder;

(xii)          any Liability arising out of any Proceeding pending as of the Effective Time;

(xiii)         any Liability arising out of any Proceeding commenced after the Effective Time and arising out of or relating to any occurrence or event happening prior to the Effective Time;

(xiv)        any Liability arising out of or resulting from Seller’s compliance or noncompliance with any Legal Requirement or Order of any Governmental Body, other than compliance or noncompliance due to acts by Buyer or Buyer’s personnel during the term of any Interim Management Agreements;

(xv)         any Liability of Seller under this Agreement or any other document executed in connection with the Contemplated Transactions;

(xvi)        any Liability of Seller arising out of the issuance of Gift Cards on or before the Closing Date; and

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(xvii)       any Liability of Seller based upon Seller’s acts or omissions occurring after the Effective Time.

(c)           Buyer reserves the right to require that any Retained Liability be included in the Adjustment Amount as described in Section 2.3(d) and paid and discharged at Closing.

2.5                                 ALLOCATION

The Purchase Price shall be allocated by the parties to the assets of the various Seller Entities and REG in accordance with Exhibit 2.5.  For the REG Intellectual Property Assets, $1,000,000 of the Purchase Price at the second Closing of the remaining Restaurants will be allocated ratably to the value of each Seller Entity’s Assets as set forth in Section 2.3(a); provided that if less than all of the Assets of seven (7) Restaurants have been purchased, the aggregate Purchase Price shall in no event exceed the amounts set forth in Section 2.3(a), plus the ratable allocation of the value of the REG Intellectual Property Assets.  After the Closing, the parties shall make consistent use of the allocation, fair market value and useful lives specified in Exhibit 2.5 for all Tax purposes and in all filings, declarations and reports with the IRS in respect thereof, including the reports required to be filed under Section 1060 of the Code.  Buyer shall prepare and deliver IRS Form 8594 to Seller within forty-five (45) days after the Closing Date to be filed with the IRS.  In any Proceeding related to the determination of any Tax, neither Buyer nor Seller or Owner shall contend or represent that such allocation is not a correct allocation.

2.6                                 CLOSING

Subject to the provisions of Section 2.1(d) hereof, the purchase and sale provided for in this Agreement (the “Closing”) with respect to the assets of each Restaurant will take place at the offices of Buyer’s counsel at Briggs and Morgan, P.A., 2200 IDS Center, 80 South Eighth Street, Minneapolis, Minnesota 55402-2157, commencing at 10:00 a.m. (local time) (a) within two (2) business days following the satisfaction or waiver of the conditions precedent set forth in Articles 7 and 8 of this Agreement, or (b) such other date and time as Seller and Buyer shall in writing agree.  Seller and Buyer agree that there shall be two (2) Closings, as provided in Section 2.1(d) hereof.  Seller and Buyer shall notify each other upon the satisfaction or waiver of the conditions precedent in Articles 7 and 8 with respect to the Assets of each Restaurant and, unless otherwise agreed, shall hold the Closing for such Assets on the date specified by Buyer, which shall not be later than two (2) business days following such satisfaction or waiver.

2.7                                 CLOSING OBLIGATIONS

In addition to any other documents to be delivered under other provisions of this Agreement, at each Closing:

(a)           Seller, REG, and Owner, as the case may be, shall deliver to Buyer, together with funds sufficient to pay all Taxes arising from or necessary for the transfer, filing or recording thereof (provided however, to the extent that Taxes due at Closing are not paid or provided by Seller, such amounts shall be added to the Adjustment Amount), the following:

(i)            a bill of sale for all of the Assets that are tangible property in the form of Exhibit 2.7(a)(i) (the “Bill of Sale”) executed by Seller;

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(ii)           an assignment of all of the Assets that are intangible personal property in the form of Exhibit 2.7(a)(ii), which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”) executed by Seller, including separate assignments in recordable form of all registered Marks, registered Copyrights and Net Names, if any, of Seller;

(iii)          for each Restaurant Lease, an Assignment, Assumption and Amendment of Lease in the form of Exhibit 2.7(a)(iii) for such Restaurant Leases as modified pursuant to reasonable terms and conditions to be proposed by Buyer and such other appropriate documents or instruments, as the case may require, each in form and substance satisfactory to Buyer and its counsel and executed by Seller; provided however that Seller, REG, and Owner acknowledge that such form of Assignment, Assumption and Amendment of Lease shall be subject to acceptance and modification by the lessor thereunder; and further provided that while Buyer and Seller agree to attempt to obtain releases of liability of Seller Entities and guarantors thereunder, no agreement or promise has been made to secure such releases.

(iv)          as contemplated by Section 2.1(e), perpetual, royalty-free licenses to Buyer of REG’s Intellectual Property Assets and, upon Buyer’s purchase of the required number of Restaurants under Section 2.1(e), an irrevocable assignment of all of REG’s interests in the Intellectual Property Assets;

(v)           upon the first Closing under this Agreement, delivery of evidence that REG has amended its federal application to register the mark CADILLAC RANCH to allege use and shall have responded to the U.S. PTO Office Action mailed August 3, 2011;

(vi)          upon Buyer’s purchase of the required number of Restaurants under Section 2.1(e), delivery of evidence that REG and Seller have caused the following parties to cease and desist from using the Marks, Copyrights, Trade Secrets and Net Names: CR Sparks Ranch West, LLC; CR Las Vegas, LLC; Nashville Midnight Oil, LLC; Cincinnati F.S., LLC; and CR Cleveland, LLC, together with an assignment to Buyer from such parties of all of their right, title and interest, including goodwill, in and to the Marks, Copyrights, Trade Secrets and Net Names in the form reasonably acceptable in form and substance to Buyer within sixty (60) days after Closing; provided that such parties shall be permitted to do business under a name mutually agreed upon by Buyer, Seller, and REG;

(vii)         such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance, and powers of attorney related thereto, executed by Seller, REG or Owners, as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel;

(viii)        separate noncompetition agreements in the form of Exhibit 2.7(a)(viii), executed by each Seller Entity and each Owner, REG, Jon H. Field and Joel A. Field (the “Noncompetition Agreements”);

(ix)           the Escrow Agreement in the form of Exhibit 2.7(a)(ix), executed by Seller and each Owner and the Escrow Agent;

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(x)            if not previously delivered, the financial statements required to be delivered pursuant to Section 3.4, unaudited financial statements for each of the Restaurants for the year ended December 31, 2010, and for the nine-month period ended September 30, 2011;

(xi)           if Liquor Licenses are not transferred pursuant to Section 6.1(e), Interim Management Agreements that under the law of the applicable jurisdiction permits Buyer to acquire and operate each Restaurant under applicable laws;

(xii)          evidence of the Consents identified on Exhibit 7.3;

(xiii)         REG and each Seller Entity will enter into an agreement terminating any Management Agreements between such Seller Entity and REG for the management of any Restaurants;

(xiv)        Powers of attorney from each Seller Entity, REG, and Eric Schilder to Clinton R. Field pursuant to Section 13.16 of this Agreement;

(xv)         upon the Closing of the sale of a total of the Assets of at least five (5) restaurants, delivery of an assignment by Joel Field to REG of the Tempe trademark license agreement and notice from both to Tempe of the assignment;

(xvi)        upon the Closing of the remaining Restaurants, delivery of an assignment from REG to Buyer of Tempe license agreement and notice from REG and Buyer to Tempe of the assignment;

(xvii)       a list of all licensed images on the walls, on menus or otherwise used in each Restaurant and the source of the license/identity of the licensee;

(xviii)      upon the Closing of the sale of a total of the Assets of at least five (5) restaurants, delivery of an assignment from each Owner to REG of all his right, title and interest in and to any works of authorship created by him for use in or by any Restaurant;

(xix)         a certificate executed by an officer of Seller and by each Owner as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 7.2; and

(xx)          a certificate of an officer of Seller and each Owner certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s Owner approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions.

(b)           Buyer shall deliver to Seller or the Escrow Agent, as the case may be:

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(i)            the portion of the Purchase Price for the purchase of the Assets of a Restaurant being sold by Buyer, and/or the portion of the Purchase Price for the purchase of the Intellectual Property Assets, to be paid in cash at Closing determined pursuant to Section 2.3(c), by wire transfer to an account specified by Seller and/or REG in a writing delivered to Buyer at least three (3) business days prior to the Closing Date;

(ii)           the Escrow Agreement, executed by Buyer and the Escrow Agent, together with the delivery of the Holdback Amount and the Adjustment Amount to the Escrow Agent thereunder, by wire transfer to an account specified by the escrow agent in the amount determined pursuant to Section 2.3.

(iii)          the Assignment and Assumption Agreement executed by Buyer;

(iv)          the Assignments of Leases for each Restaurant, with such leases as modified and executed by Buyer;

(v)           the Consulting Agreements executed by Buyer, if applicable;

(vi)          the Noncompetition Agreements executed by Buyer;

(vii)         a certificate executed by an officer of Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and

(viii)        a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions.

2.8                                 PRORATION

The following items relating to the Assets will be prorated between Buyer and Seller as of the Closing Date, and the net amount of such prorations will be settled and paid as soon as practicable following the Date of Closing:

(i)            water and other utility charges, assignable deposits, rent, property taxes and all other common area maintenance charges due under the Real Property Leases;

(ii)           wages of hourly employees;

(iii)          all other items customarily prorated and adjusted in connection with the sale of property of the type contemplated by this Agreement.

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All prorations under this Section 2.8 shall be allocated so that the items relating to time periods before the Closing Date will be allocated to Seller, and items related to time periods beginning on the Closing Date will be allocated to Buyer.  Seller will provide Buyer with a written estimate of the amount payable by Buyer or Sellers, as the case may be, under this Section 2.8 within ten (10) days after the date of Closing.  Buyer and Seller shall negotiate in good faith to resolve any disagreements concerning the adjustments contemplated under this Section 2.8.  In the event the parties are unable to resolve any such disagreement within 15 days following delivery to Buyer of Seller’s estimate, then in such event, the parties shall submit the dispute to a mutually acceptable independent accountant (the “Reviewing Accountant”) to resolve such disagreement.  Any determination by the Reviewing Accountant shall be completed by no later than thirty (30) days following the submission of the matter, and shall be final, binding and conclusive with respect to the matters in dispute, absent fraud or manifest error.  The fees of the Reviewing Accountant shall be paid one half by Buyer and one-half by Seller.  If any items prorated as of the date following Closing are based on estimates (including, without limitation, percentage rents and common area charges under the Real Estate Leases), such prorations shall be adjusted at such time as the final adjustments of such payments are made and any amounts due Seller or Buyer, as the case may be, on account thereof, shall be paid in cash within ten (10) days following such adjustment.

2.9                                 ASSIGNMENT TO CONTROLLED ENTITIES

Buyer reserves the right to assign its rights (but not its obligations to Seller) under this Agreement to purchase the assets of one or more of the Restaurants to separate legal entities controlled by Buyer or Buyer’s parent, GCFB.

2.10                           CONSENTS

(a)           If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Seller Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Material Contracts”), Buyer may waive the closing conditions as to any such Material Consent and either:  (i) elect to have Seller continue its efforts to obtain the Material Consents; or (ii) elect to have Seller retain that Restricted Material Contract and all Liabilities arising therefrom or relating thereto.

If Buyer elects to have Seller continue its efforts to obtain any Material Consents and the Closing occurs, notwithstanding Sections 2.1 and 2.4(a), neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and following the Closing, the parties shall use Best Efforts, and cooperate with each other, to obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable.  Pending the obtaining of such Material Consents relating to any Restricted Material Contract, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of the Restricted Material Contract for its term (or any right or benefit arising thereunder, including the enforcement for the benefit of Buyer of any and all rights of Seller against a third party

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thereunder).  Once a Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the obligations under such Restricted Material Contract assigned to Buyer from and after the date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Assignment and Assumption Agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer).

(b)           If there are any Consents not listed on Exhibit 7.3 necessary for the assignment and transfer of any Seller Contracts to Buyer (the “Nonmaterial Consents”) which have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, Buyer shall elect at the Closing, in the case of each of the Seller Contracts as to which such Nonmaterial Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Nonmaterial Contracts”), whether to:

(i)            accept the assignment of such Restricted Nonmaterial Contract, in which case, as between Buyer and Seller, such Restricted Nonmaterial Contract shall, to the maximum extent practicable and notwithstanding the failure to obtain the applicable Nonmaterial Consent, be transferred at the Closing pursuant to the Assignment and Assumption Agreement as elsewhere provided under this Agreement; or

(ii)           reject the assignment of such Restricted Nonmaterial Contract, in which case, notwithstanding Sections 2.1 and 2.4(a), (A) neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the Contemplated Transactions shall constitute a sale, assignment, assumption, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Restricted Nonmaterial Contract, and (B) Seller shall retain such Restricted Nonmaterial Contract and all Liabilities arising therefrom or relating thereto.

2.11                           OPTION RESTAURANT

Parole CR, LLC (“Parole”) hereby grants Buyer the right and option (“Option”) to purchase the assets of the Cadillac Ranch Restaurant operated at 1906 Town Center Boulevard, Town Center, Annapolis, Maryland (the “Annapolis”) on the following terms and conditions:

(a)           Exercise of the Option is conditioned upon Buyer’s closing on the sale of MOA.

(b)           Unless the Option shall be irrevocably exercised on or before the second Closing, the Option shall terminate and be of no further force or effect.  If Buyer exercises the Option, the exercise price for the Annapolis Restaurant and the purchase price of its tangible assets and intangible assets shall be One Dollar ($1.00), plus the agreed-upon value of the Inventories.  Any such irrevocable exercise shall be subject to the conditions to Buyer’s obligations to close as set forth in Article 7 of this Agreement.

(c)           Buyer shall exercise the Option by delivering written notice of exercise to Parole to the attention of Clinton R. Field, its owner, at or prior to the Closing on MOA.

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(d)           If the Option is exercised, Buyer and Seller shall enter into a separate PA for Annapolis and Buyer shall be required to Close no later than the time provided in Section 2.1(d) hereof.

(e)           Notwithstanding the foregoing, Parole makes no representation, warranty or agreement that Parole will continue to operate Annapolis, and expressly reserves the right to close the Annapolis.

(f)            Clinton R. Field, the Owner of Parole, hereby consents to the Option.

2.12                           PURCHASE OF ASSETS OF RESTAURANT UNDER CONSTRUCTION

3720 Indy, LLC (“Keystone”) is party to a Lease (the “3720 Lease’) dated April 1, 2011, with White River Investments, LP (“3720 Landlord”) pursuant to which Keystone has leased certain premises (the “3720 Premises”) located at 3720 East 82nd Street, Indianapolis, IN 46240, located in a shopping center known as Clearwater Crossing.  Keystone has prepared, and 3720 Landlord has approved in writing, plans and specifications for all plans necessary to complete the interior of the 3720 Premises and to operate the 3720 Premises as a Cadillac Ranch Restaurant, and Keystone has commenced construction of the 3720 Premises in accordance with those plans and specifications through an affiliated company, Prime 1 Construction, LLC (“Prime 1”).

(a)           With respect to the 3720 Premises, Seller represents and warrants that: (i) the plans and specifications were prepared in accordance with all applicable Legal Requirements, (ii) the construction through the Closing Date has been performed in a good and workmanlike manner and in accordance with the approved plans and specifications and all applicable Legal Requirements.

(b)           Buyer shall purchase the Assets of Keystone on the Closing Date and free and clear from all Liabilities including, but not limited to, mechanics’ and materialmen’s liens.  Upon the execution of this Agreement, Seller shall deliver to Buyer the following documents relating the 3720 Lease and 3720 Premises, in addition to such other items generally described in this Agreement:

(i)            All plans and specifications, together with Landlord’s written consent to those plans and specifications.

(ii)           All Contracts for the design of the 3720 Premises and supplying of labor and materials pertaining to the construction.

(iii)          All building permits.

(iv)          All design, construction and equipment warranties.

(v)           On the Closing Date, Keystone shall deliver to Buyer

(vi)          Construction statements, paid invoices and lien waivers for work performed through the Closing Date.

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(vii)         Assignments of all Contracts, building permits, and design, construction and equipment warranties, together with consents to such assignments to the extent required by the terms of such Contracts, permits or warranties or any Legal Requirement applicable thereto and written notices to all other contracting parties of such assignment.

(c)           Seller shall be responsible for the payment for all work performed and all materials, equipment, furniture, fixtures and equipment (“Keystone Improvements”) through the Closing Date which are listed in the column headed “Seller left to pay at close” in Schedule 2.12 attached hereto.  Such amount shall be withheld from the Purchase Price at Closing and paid to the applicable subcontractors and material providers in return for full or partial (as applicable) lien waivers.  Buyer and Prime 1 shall enter into a contract in a commercially reasonable form to complete the Keystone Improvements, at a cost no greater than $575,000, as shown on the column headed “Buyer to Pay to Complete,” with the parties making such adjustments to the plans and specifications reasonably requested by Buyer, and subject to entering into such change orders as may be reasonably approved by the parties.

3.                                       Representations and Warranties of Seller, REG and Owner

Seller, each Owner and REG represent and warrant, jointly and severally, to Buyer as follows:

3.1                                 ORGANIZATION AND GOOD STANDING

(a)           Schedule 3.1(a) contains a complete and accurate list of each Seller Entity’s jurisdiction of organization and each jurisdiction in which it is qualified to do business as a foreign entity.  Each Seller is a limited liability company duly organized, validly existing and in good standing under the laws of Ohio, U.S.A., with full power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under the Seller Contracts.  Each Seller Entity is separately operated by one of the Owners and is separately capitalized.  Except as set forth in Schedule 3.1(a), Seller is duly qualified to do business as a foreign entity 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 or used by it, or the nature of the activities conducted by it, requires such qualification.

(b)           Complete and accurate copies of the Governing Documents of Seller, as currently in effect, are attached to Schedule 3.1(b).

(c)           No Seller Entity has any Subsidiary and, except as disclosed in Schedule 3.1(c), does not own any interest in any other Person.

3.2                                 ENFORCEABILITY; AUTHORITY; NO CONFLICT

(a)           This Agreement constitutes the legal, valid and binding obligation of Seller and each Owner, enforceable against each of them in accordance with its terms.  Upon the execution and delivery by Seller and Owner of the Escrow Agreement, the , the Noncompetition Agreement and each other agreement to be executed or delivered by any or all of Seller and Owner at the Closing (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing

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Documents will constitute the legal, valid and binding obligation of each of Seller and Owner, enforceable against each of them in accordance with its terms, as applicable.  Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s Closing Documents, and such action has been duly authorized by all necessary action by Seller’s Owner and board of directors, if any.  Owner has all necessary legal capacity to enter into this Agreement and the Seller’s Closing Documents to which Owner is a party and to perform his obligations hereunder and thereunder.

(b)           Except as set forth in Schedule 3.2(b), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):

(i)            Breach (A) any provision of any of the Governing Documents of Seller or (B) any resolution adopted by the board of directors or equivalent persons, if any, of the Owner or Seller;

(ii)           Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller or either Owner, or any of the Assets, may be subject;

(iii)          contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Assets or to the business of Seller;

(iv)          cause Buyer to become subject to, or to become liable for the payment of, any Tax;

(v)           Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Seller Contract;

(vi)          result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets; or

(vii)         result in any Owner of the Seller having the right to exercise dissenters’ appraisal rights.

(c)           Except as set forth in Schedule 3.2(c), neither Seller nor Owner is required to give any notice to or 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.

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3.3                                 CONSTRUCTION RIGHTS AGREEMENT

If Seller and Buyer shall consummate any of the Contemplated Transactions, and Buyer elects to construct or substantially renovate any existing or additional Cadillac Ranch restaurant locations commenced prior to 2014, Buyer agrees to give written notice to Clinton R. Field, a contractor affiliate of Seller (“Seller Contractor Affiliate”) and give the Seller Contractor Affiliate the right to bid on such construction work, pursuant to the terms of a Construction Rights Agreement in a form agreeable to Buyer and Seller.  Buyer shall incur no liability if it does not accept any bid(s) of the Seller Contractor Affiliate.

3.4                                 FINANCIAL STATEMENTS

(a)           Seller has delivered to Buyer for each Seller Entity and REG: (i) an unaudited balance sheet as at June 30, 2011 (the “Balance Sheet”), and the related unaudited statement of income for the six-month period then ended, and (ii) an unaudited balance sheet for the year December 31, 2010, and the related unaudited statement of income for the year then ended. Seller will deliver on or before November 15, 2011, a balance sheet and the related unaudited statement of income for the nine month period ending September 30, 2011, and will deliver monthly unaudited financial statements for each Seller Entity through the Closing Date. All of the financial statements delivered pursuant to this Section 3.4(a) shall be certified to by Seller’s chief financial officer and the Owners. Such financial statements fairly present (and the financial statements delivered pursuant to clause (c) will fairly present) the financial condition and the results of operations, changes in Owner’ equity and cash flows of Seller as at the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP.  The financial statements referred to in this Section 3.4 reflect and will reflect the consistent application of such accounting principles throughout the periods involved, except as otherwise disclosed in such financial statements.  The unaudited financial statements have been and will be prepared from and are in accordance with the accounting Records of Seller.

(b)           As a condition to Buyer’s obligations under this Agreement, Buyer must be able to determine that the financial statements of each Seller Entity as of and for the fiscal year ended 2010 and for the period commencing January 1, 2011 through September 30, 2011, can be audited within sixty (60) days following the Closing Date without undue effort or expense, by independent auditors engaged and paid for by Buyer.  The objective of such audit shall be to prepare such financial statements in accordance with GAAP and the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder.  Upon execution of this Agreement, Seller will give Buyer’s auditors, full access to the financial records and books, computer files, accountant and Seller work papers, tax returns and other financial records and information reasonably required by Buyer’s accountants to complete such audits.  Seller will provide all cooperation, assistance and personnel to such auditors to enable them to perform such audits and formulate audit plans.  Such cooperation and assistance shall include providing such personnel of Seller and non-Seller accountants and independent contractors employed in financial record-keeping or the preparation of financial statements to supply information, answer questions and otherwise assist such auditors in the audit process.  In providing such cooperation and assistance, Seller and Seller’s Owner and officers shall provide such management letters and certifications as are customary in the performance of audits under the rules under the American Institute of Public Accountants, to enable such accountants to render reports to be prepared in accordance with U.S. generally accepted accounting principles applied on a basis consistent with prior periods (except as otherwise noted therein), and present

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fairly in all material respects, the financial position of each Seller Entity and the results of its operations and cash flows for the periods presented.  All of the foregoing cooperation and assistance by Seller shall be at Seller’s expense.  Buyer agrees to pay reasonable charges at rates to be negotiated between Buyer and Seller for the services of Rick George and Bill Niegsch in providing the cooperation and assistance set forth in this Section 3.4.

(c)           Buyer shall cause its accountants to prepare a report on or before the thirtieth day following the execution of this Agreement, indicating with respect to each Seller Entity, whether the books, records and information pertaining to such Seller Entity is sufficient to enable it to complete such audits.  In the event the books, records and information with respect to any Seller Entity is deficient such that such auditors determine that they will not be able to complete the audit of such Seller Entity, or cannot complete such audit without undue effort, expense or delay, they shall set forth the nature of the deficiencies or issues underlying such determination.

(d)           In addition to cooperation and assistance provided by each Seller Entity and Owners in connection with the performance of audits, Seller Entities and Owners shall fully cooperate with Buyer in the design and implementation of disclosure controls and procedures and internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles, to enable Buyer’s chief executive officer and chief financial officer to prepare and sign certifications required to be signed provided by Buyer in periodic reports filed with the Securities and Exchange Commission under the Exchange Act.  Such cooperation shall, at the request of Buyer, commence prior to the Closing Date for the Assets of any Seller Entity and shall be without charge or expense to Buyer.

(e)           If Buyer receives the foregoing report from Buyer’s auditors that any Seller Entity cannot be audited, or cannot be audited without undue effort, expense or delay, the Assets of such Seller Entity shall be excluded from this Agreement, such Seller Entity shall be terminated as a party to this Agreement (except where such entity’s consent to any of the Contemplated Transactions or any release or other form of consent is required) and the Purchase Price for the Assets of such Seller Entity shall be deducted from the Purchase Price; provided, however, that if Buyer elects not to purchase such Assets, Buyer may at its option, assign its rights to purchase such Assets to any third-party purchaser, which third party shall either enter in a joinder agreement which adopts the terms and conditions of this Agreement or any separate PA, or shall enter into such other form of agreement as Seller, Buyer and such third party shall agree.

(f)            Following the Closing Date, Seller and REG shall deliver to Buyer all of the financial and other information possessed by and relating to Seller (as reasonably specified by Buyer in writing) that is required to enable Buyer to file financial statements as required by Items 2.01 and 9.01 of Form 8-K under the Exchange Act with respect to the Contemplated Transactions.  Seller shall provide Buyer and its independent public accountants access to such books, records, work papers electronic files and data as may be reasonably requested by Buyer for the purpose of Buyer’s conduct of an audit or review of the financial statements of the business of such Seller Entity for such periods as Buyer may require for the satisfaction of such Form 8-K requirements.  Seller shall use reasonable commercial efforts to provide all required

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certifications, representations, confirmations, records, documentation, support, availability of appropriate personnel and representatives, accountant’s work papers and the like as reasonably requested by Buyer and Buyers’ independent public accountants to complete Buyer’s audit requirements by the due dates required by applicable Securities and Exchange Commission regulations.

3.5                                 BOOKS AND RECORDS

The books of account and other financial Records of Seller, all of which have been made available to Buyer, are complete and correct and represent actual, bona fide transactions and have been maintained in accordance with sound business practices and in a manner that will allow an audit to be completed in accordance with GAAP.

3.6                                 SUFFICIENCY OF ASSETS

Except as set forth in Schedule 3.6, the Assets (a) constitute all of the Assets, tangible and intangible, of any nature whatsoever, necessary to operate each of Restaurants operated by the Seller Entities in the manner presently operated by Seller, (b) include all of the operating assets of Seller, and (c) all Assets required by a Governmental Body to operate each of such restaurants.

3.7                                 [Reserved]

3.8                                 DESCRIPTION OF LEASED REAL PROPERTY

Schedule 3.8 or the Real Property Leases contain a description of the demised premises or a legal description and street address of Seller’s Real Property Leases.

3.9                                 TITLE TO ASSETS; ENCUMBRANCES

(a)           Seller owns good and marketable title to its respective estates in the Facilities free and clear of any Encumbrances, other than: (i) liens for Taxes for the current tax year which are not yet due and payable; and (ii) those described in Schedule 3.9(a) (“Real Estate Encumbrances”).

(b)           Seller owns good and transferable title to all of the other Assets free and clear of any Encumbrances other than those described in Schedule 3.9(b) (“Non-Real Estate Encumbrances”).  Seller warrants to Buyer that, at the time of Closing, all other Assets shall be free and clear of all Non-Real Estate Encumbrances other than those identified on Schedule 3.9(b) as acceptable to Buyer (the “Permitted Encumbrances”).

3.10                           CONDITION OF FACILITIES

(a)           Use of the Facilities of each of the Restaurants for the sale of food, wine, liquor, and beer is permitted as of right under all applicable zoning legal requirements.  All Improvements are in compliance with all applicable Legal Requirements, including those pertaining to zoning, building and the disabled, are in good repair and in good condition, ordinary wear and tear excepted, and are free from latent and patent defects.  No part of any

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Improvement encroaches on any real property not included in the Facilities, and there are no buildings, structures, fixtures or other Improvements primarily situated on adjoining property which encroach on any part of the Facilities.  Each Facility has access rights for pedestrian ingress and egress and is supplied with public or quasi-public utilities and other services appropriate for the operation of the Facility.  To Seller’s actual knowledge without independent inquiry or analysis, there is no existing or proposed plan to modify or realign any street or highway or any existing or proposed eminent domain proceeding that would result in the taking of all or any part of any Facility or that would prevent or hinder the continued use of any Facility as heretofore used in the conduct of the business of Seller.

(b)           Each item of Tangible Personal Property is in good repair and good operating condition, ordinary wear and tear excepted, is suitable for immediate use in the Ordinary Course of Business and is free from latent and patent defects.  No item of Tangible Personal Property is in need of repair or replacement other than as part of routine maintenance in the Ordinary Course of Business.  Except as disclosed in Schedule 3.10(b), all Tangible Personal Property used in each Seller Entity business is in the possession of such entity.

3.11                           RESERVED