EXHIBIT T-1 PROPOSED COMPROMISE, SALE AND PROCEDURES ORDER

Transcription

1 Proposed Compromise Sale and Procedures Order with exhibits Page 1 of 144 EXHIBIT T-1 PROPOSED COMPROMISE, SALE AND PROCEDURES ORDER

2 Proposed Compromise Sale and Procedures Order with exhibits Page 2 of 144 IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF LOUISIANA In re: Brennan's Inc., Case No Chapter 7 Debtor. Section "B" COMPROMISE, SALE AND PROCEDURES ORDER CONSIDERING the Motion for the Entry of Orders (i) Approving Settlement and Compromise, (ii) Approving the Sale of Assets Free and Clear of Liens and Interests, (iii) Approving Bid Procedures in Connection With the Sale, (iv) Approving a Surcharge of the Assets, (v) in the Alternative, Rejecting of an Executory Contract, and (vi) Granting Related Relief and any exhibits thereto (collectively, the Compromise, Sale and Procedures Motion ) (P- ) filed by Ronald J. Hof, chapter 7 trustee (the "Trustee"), the record of this case, and applicable law, and for reasons set forth in the findings of fact and conclusions of law in support of this Order and those orally assigned in open Court and on the record at the hearing on the Compromise, Sale and Procedures Motion on, 2014; IT IS ORDERED that all objections to the Compromise, Sale and Procedures Motion or to the relief requested therein, to the extent such objections pertain to the entry of this Order, that have not been withdrawn, waived or settled, and all reservations of rights included therein, are overruled. IT IS FURTHER ORDERED that the Settlement Agreement, attached hereto and made a part of this Order as Exhibit A, by and between Trustee, on the one hand, and 417 Royal Street LLC ( 417 Royal ) and Brennan s Claims LLC ( Brennan s Claims ), on the other, is hereby AUTHORIZED, RATIFIED AND APPROVED IN FULL.

3 Proposed Compromise Sale and Procedures Order with exhibits Page 3 of 144 IT IS FURTHER ORDERED that the Purchase and Sale Agreement and related exhibits, attached and made a part of this Order as Exhibit B, between the Trustee and 417 Royal is AUTHORIZED, RATIFIED AND APPROVED IN FULL, and that all capitalized terms in this Order not otherwise defined shall be given the defined meaning of the Purchase and Sale Agreement. IT IS FURTHER ORDERED that the Bid Procedures and related exhibits attached and incorporated hereto as Exhibit C are AUTHORIZED, RATIFIED AND APPROVED IN FULL, and that all capitalized terms in this Order not otherwise defined herein or in the Purchase and Sale Agreement shall be given the defined meaning of the Bid Procedures. IT IS FURTHER ORDERED that on June, 2014 at :00 _.m. at Courtroom B-705 at the United States Bankruptcy Court for the Eastern District of Louisiana, Hale Boggs Building, 500 Poydras Street, New Orleans, LA 70130, with objections due seven (7) days prior to the hearing, as per the Local Rules of this Court, this Court will (a) consider the Trustee s selection of the Successful Bidder and Backup Bidder (if an Auction is necessary under the Bid Procedures); (b) determine whether such bidders are good faith purchasers pursuant to 11 U.S.C. 363(m), and (c) consider abrogation of the fourteen (14) day stay imposed by FED. R. BANKR. P. 6004(h) (the Sale Consummation Hearing ). IT IS FURTHER ORDERED that the sale of the Assets to the Successful Bidder or Backup Bidder (the Purchaser ) approved by the Court at the Sale Consummation Hearing, upon closing under either the Initial or Overbid Purchase and Sale Agreement, (i) shall be a legal, valid and effective transfer and (ii) shall vest the Purchaser with all right, title, and interest of the estate in and to the Assets free and clear of all mortgages, security interests, privileges, conditional sale or other title retention agreements, pledges, liens (as such term is defined by 11 2

4 Proposed Compromise Sale and Procedures Order with exhibits Page 4 of 144 U.S.C. 101(5)), judgments, demands, encumbrances, taxes and any similar interests of any kind or nature whatsoever (the foregoing collectively referred to as "Liens"), debts arising in any way in connection with any acts of the Debtor, the Debtor's past or present shareholders, or the Debtor's estate, and any claims, obligations, demands, guaranties, options, rights, contractual commitments, executory contracts, unexpired leases, employment agreements, restrictions, rights of lesion beyond moiety, tort claims, product liability claims, interests and matters of any kind and nature whatsoever (the foregoing collectively referred to as "Claims"), and obligations of any nature or kind whatsoever, including any successor, transferee or similar liability, that are in any way connected to, related to or arise from the Assets (the foregoing collectively referred to as "Interests"), whether such Liens, Claims and Interests are known or unknown, secured or unsecured or in the nature of setoff or recoupment, choate or inchoate, filed or unfiled, asserted or unasserted, scheduled or unscheduled, noticed or unnoticed, directly or indirectly assertable, recorded or unrecorded, perfected or unperfected, allowed or disallowed, assessed or unassessed, contingent or non-contingent, liquidated or unliquidated, matured or unmatured, material or nonmaterial, disputed or undisputed, whether arising prior to or subsequent to the Petition Date, and whether imposed by agreement, understanding, law, equity, or otherwise, including claims otherwise arising under doctrines of successor liability. IT IS FURTHER ORDERED that, except as otherwise expressly provided by the terms of this Order, the Assets shall be transferred to Purchaser free and clear of all Liens, Claims and Interests of any kind or nature, including, without limitation any represented by the following filings in Louisiana's Uniform Commercial Code records: 1. 8/2/2010 filing by First NBC Bank, No , Jefferson Parish; 2. 2/10/2011filing by the U.S. Treasury, No , Orleans Parish; 3

5 Proposed Compromise Sale and Procedures Order with exhibits Page 5 of /5/2011 filing by Kenyon & Kenyon LLP, No , Orleans Parish; 4. 4/15/2011 filing by Owen E. Brennan, Jr., No , Orleans Parish; 5. 7/13/2011 filing by the U.S. Treasury, No , Orleans Parish; 6. 3/23/2012 original filing by Shields Mott Lund, LLP, No , Orleans Parish, with 10/5/2012 Assignment to New Brennan's Co., L.L.C., No ; 7. 7/24/2012 filing by First NBC Bank, No , Jefferson Parish; 8. 10/19/2012 filing by Edward Colbert and Kenyon & Kenyon LLC, No , Orleans Parish; 9. 10/29/2012 filing by Edward Colbert and Kenyon & Kenyon LLC, No , Orleans Parish; /6/2012 filing by the U.S. Treasury, No , Orleans Parish; 11. 2/19/2013 filing by the U.S. Treasury, No , Orleans Parish; 12. 3/8/2013 filing by the U.S. Treasury, No , Orleans Parish; 13. 8/16/2013 filing by the U.S. Treasury, No , Orleans Parish; /5/2013 filing by the U.S. Treasury, No , Orleans Parish. IT IS FURTHER ORDERED that the Assets shall be transferred to Purchaser free and clear of any purported restrictions imposed by that settlement agreement dated December 28, 1979, a copy of which is attached hereto as Exhibit D (the "1979 Agreement"), including, without limitation, the imposition of a "Quality Control Board" under Paragraph 5 of the 1979 Agreement and the licensing of marks to non-signatories to the 1979 Agreement under Paragraph 4 of the 1979 Agreement. IT IS FURTHER ORDERED that all Liens, Claims and Interests of any nature, including those referred to above, shall attach to the proceeds of the sale of the Assets in the 4

6 Proposed Compromise Sale and Procedures Order with exhibits Page 6 of 144 same validity, extent and priority that existed as of October 28, 2012, with such proceeds to be held by the Trustee pending further order of the Court. IT IS FURTHER ORDERED that the Trustee and his professionals are authorized to market the assets under this Order and the Bid Procedures in order to solicit the best available price and that the Bid Procedures and this Order shall govern all aspects of the marketing, overbid and auction process regarding the assets. IT IS FURTHER ORDERED that the Trustee is hereby authorized, pursuant to 11 U.S.C. 506(c), to surcharge the cash proceeds of the sale for all reasonable fees and expenses incurred by the estate in the sale and disposition of the Assets, including the Trustee s and Broker s commissions and costs, attorneys fees, out of pocket expenses incurred by the Trustee and his attorneys, cancellation charges, recordation charges, taxes and other closing costs attributable to the estate, with the quantum of such surcharge to be established at the subsequent Sale Consummation Hearing. IT IS FURTHER ORDERED that the fourteen (14) day stay of the sale granted in this Order under Bankruptcy Rule 6004(h) is abrogated. IT IS FURTHER ORDERED that the Compromise, Sale and Procedures Motion has been duly and properly noticed. IT IS FURTHER ORDERED that movant shall serve this order on the required parties who will not receive notice through the ECF system pursuant to the FRBP and the LBRs and file a certificate of service to that effect within three (3) days. 5

7 Proposed Compromise Sale and Procedures Order with exhibits Page 7 of 144 EXHIBIT T-1A RELEASE, WAIVER AND SETTLEMENT AGREEMENT 1

8 Proposed Compromise Sale and Procedures Order with exhibits Page 8 of 144 RELEASE, WAIVER AND SETTLEMENT AGREEMENT This Release, Waiver and Settlement Agreement (the Agreement ) is executed and entered into by and between: The bankruptcy estate of Brennan s Inc. (the Estate ), by and through its duly authorized and acting Chapter 7 trustee, Ronald J. Hof (the Trustee ), on the one hand, and other the other hand: 417 Royal Street, LLC ( 417 Royal ) and Brennan s Claims, LLC (individually Brennan s Claims and together with 417 Royal, collectively, the Respondents ). The Trustee and the Respondents are each referred to from time to time in this Agreement as a Party, and collectively as the Parties. I. Recitals WHEREAS, on October 28, 2013 (the Petition Date ), Sysco New Orleans LLC, G.H. Leidenheimer Baking Co., LTD, and Dorignac s Food Center, L.L.C. filed an involuntary bankruptcy petition against Brennan s Inc. (the Debtor ) in the U.S. Bankruptcy Court, Eastern District of Louisiana (the Bankruptcy Court ); WHEREAS, the Court entered the Order for Relief on December 5, 2013; WHEREAS, on December 5, 2013, the Trustee was appointed to serve as the Chapter 7 trustee for the Debtor s estate. The Trustee is exclusively authorized to exercise control over property of the Debtor s estate; WHEREAS, prior to the Petition Date, the Debtor operated a restaurant in New Orleans under the name Brennan s Restaurant. WHEREAS, the Trustee seeks to sell, and Respondents seek to purchase, certain assets from Brennan s Restaurant s operation and has filed that certain Motion for the Entry of Orders (i) Approving Settlement and Compromise, (ii) Approving the Sale of Assets Free and Clear of Liens and Interests, (iii) Approving Bid Procedures in Connection With the Sale, (iv) Approving a Surcharge of the Assets, (v) in the Alternative, Rejecting of an Executory Contract, and (vi) Granting Related Relief and any exhibits thereto (the Compromise, Sale and Procedures Motion ) (P- ) seeking Orders providing, among other provisions, approval of this Agreement, that certain Purchase and Sale Agreement between Trustee and 417 Royal, and certain Bid Procedures that will govern the marketing, bidding and potential auction of the Assets. 1

9 Proposed Compromise Sale and Procedures Order with exhibits Page 9 of 144 NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Effective Date. The Effective Date of this Agreement shall be the date of entry of the approving it. 2. Settlement. The Parties agree to the following: a. The claim of Brennan s Claim shall be allowed in the amount of two million five hundred thousand dollars and zero cents ($2,500,000.00); b. So long as the Bid Procedures are approved by the Court without material modifications (as determined in the sole discretion of 417 Royal), Respondents will not assert by way of objection to any other bidder, and in the event another bidder is selected in accordance with the Bid Procedures, it will waive the following alleged interests and rights: 3. Conditions. i. any interest in the Assets that they allege as a result of their ownership of the building located at Royal Street and other assets previously owned by the Debtor; ii. any argument that they may own or have an interest in or to some of the Assets, including without limitation, goodwill and trademarks; iii. any argument that the Assets are not sold free and clear of the 1979 Agreement, and that the 1979 Agreement is not an executory contract that can be rejected, and will not assert a rejection claim if so. a. If the Bankruptcy Court does not enter an Order approving this agreement, or a court with appellate jurisdiction over the Bankruptcy Court reverses an Approval Order, this Agreement shall be null and void. b. In the event the action listed in paragraph 4(a) occurs, the Parties agree that any and all rights, claims, defenses, and causes of actions of any nature or kind, which are the subject of this Agreement, shall be reserved, restored, and viable, and enforceable to the fullest extent permitted by applicable law. 4. No Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties and their successors, heirs and assigns, and shall be binding upon and inure to the benefit of the Parties, their successors, heirs and assigns. No other person or entity shall have standing to require satisfaction or performance of the terms and conditions of this Agreement and no other person or entity shall be deemed to be a beneficiary of this Agreement. 2

10 Proposed Compromise Sale and Procedures Order with exhibits Page 10 of Authorization. The Respondents warrants that they have not transferred, assigned or encumbered their rights, claims, interests, or causes of action against the Property or the Proceeds, and that they have the authority to enter this Agreement and to agree to all of its terms. The Respondents warrant and represent that they have the authority and all necessary authorizations have been issued to enter this Agreement and to agree to all of its terms. 6. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA, WITHOUT REGARD TO ANY CHOICE OF LAW PRINCIPLES. IF A DIRECT CONFLICT IS FOUND BETWEEN THE PROVISIONS OF THIS AGREEMENT AND ANY MANDATORY, NON-WAIVABLE PROVISION OF THE LAWS OF THE STATE OF LOUISIANA, SUCH PROVISION OF THE LAWS OF THE STATE OF LOUISIANA SHALL CONTROL. IF ANY PROVISION OF THE LAWS OF THE STATE OF LOUISIANA PROVIDES THAT IT MAY BE VARIED OR SUPERSEDED OR OTHERWISE MODIFIED OR ALTERED BY AGREEMENT, SUCH PROVISION OF THE LAWS OF LOUISIANA SHALL BE DEEMED SUPERSEDED AND WAIVED IN ITS ENTIRETY IF THIS AGREEMENT CONTAINS A PROVISION ADDRESSING THE SAME ISSUE OR SUBJECT MATTER. IF ANY PROVISION OF THIS AGREEMENT OR THE APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCE IS HELD INVALID OR UNENFORCEABLE TO ANY EXTENT, SUCH UNENFORCEABILITY OR INVALIDITY WILL NOT RENDER THIS AGREEMENT UNENFORCEABLE OR INVALID AS A WHOLE AND, IN SUCH EVENT, SUCH PROVISION WILL BE CHANGED AND INTERPRETED SO AS TO BEST ACCOMPLISH THE OBJECTIVES OF SUCH UNENFORCEABLE OR INVALID PROVISION TO THE GREATEST EXTENT PERMITTED BY THE LAWS OF THE STATE OF LOUISIANA OR APPLICABLE COURT DECISIONS. 7. Counterparts. This Agreement may be executed in multiple original counterparts and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one Agreement. 8. Comprehension of Document and No Reliance. ALL PARTIES TO THIS AGREEMENT HEREBY ACKNOWLEDGE THAT THEY HAVE HAD AN OPPORTUNITY TO CONSULT WITH INDEPENDENT LEGAL COUNSEL AND OTHER ADVISORS REGARDING ALL LEGAL, TAX, AND OTHER EFFECTS OF THIS AGREEMENT. EACH PARTY IS RELYING SOLELY ON ITS OWN BEST JUDGMENT AND IS NOT RELYING ON ANY REPRESENTATION OR STATEMENT, EXPRESS OR IMPLIED, BY ANY OTHER PARTY TO THIS AGREEMENT OR THAT OF ANY OF OTHER PARTIES RESPECTIVE OFFICERS, SHAREHOLDERS, MEMBERS, AGENTS, EMPLOYEES, ATTORNEYS OR OTHER REPRESENTATIVES, UNLESS SUCH REPRESENTATION OR STATEMENT IS EXPRESSED IN WRITING IN THIS AGREEMENT. THIS AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES. 3

11 Proposed Compromise Sale and Procedures Order with exhibits Page 11 of Notices. All notices, demands or other communications to be provided pursuant to this Agreement shall be in writing and sent by facsimile, electronic mail or by Federal Express or other overnight delivery service, costs prepaid, to the Parties at the addresses set forth below, or to such other person or address as any of them may designate in writing from time to time: If to the Respondents: Ralph Brennan, Manager 417 Royal Street LLC Brennan s Claims LLC 550 Bienville Street New Orleans, LA with a copy to counsel for Respondents: Baker, Donelson, Bearman, Caldwell & Berkowitz, PC c/o Jan Hayden 201 St. Charles Ave, STE 3600 New Orleans, LA If to the Trustee: Ronald J. Hof 9905 Jefferson Highway River Ridge, LA With a copy to: Stewart Robbins & Brown, LLC Attn: Ryan J. Richmond 620 Florida Street, Suite 100 Baton Rouge, LA Future Knowledge. All Parties to this Agreement acknowledge that they may hereafter discover facts different from, or in addition to, those which they now know or believe to be true with respect to facts and circumstances giving rise to this Agreement and agree that this Agreement shall be and remain effective in all respects notwithstanding such different or additional facts regardless of when learned; provided, however, this Agreement shall not release or be effective with respect to any claim that arises after the Effective Date which is based on an event, occurrence or circumstance that occurs after the Effective Date. 11. No Admission of Liability. The Parties agree that nothing in this Agreement shall be construed, deemed, or otherwise interpreted as an admission or acknowledgement of liability of any kind for any and all claims which were or could have been asserted in the Bankruptcy Court or in any other actions or proceedings. 4

12 Proposed Compromise Sale and Procedures Order with exhibits Page 12 of Entire Agreement. The Parties understand and agree that: (a) this Agreement sets forth the entire agreement between the Parties with respect to the matters at issue; (b) that no promise or inducement has been made except as set forth herein; (c) that no representations or agreement, oral or otherwise, between the Parties not included herein shall be of any force and effect; and (d) this Agreement supersedes any and all prior understandings, agreements, or discussions between the Parties, written or oral, express or implied. 13. Modification. The Parties agree that no term, condition, or provision of this Agreement shall be modified, waived, or changed by the Parties in any way except in writing and executed with the same formalities hereof by the Parties. 14. Authorship. The Parties agree that this Agreement reflects the joint drafting efforts of all Parties. In the event of any dispute, disagreement or controversy regarding this Agreement, the Parties shall be considered joint authors, and no provision shall be interpreted against any Party because of authorship. Each Party also agrees that it is fully informed as to the meaning and intent of this Agreement and has been advised by independent counsel of its choosing in that regard. 15. Negotiations. Negotiations leading up to this Agreement and all related discussions and negotiations shall be deemed to fall within the protection afforded by FED. R. EVID. 408 and LA. CODE EVID. art. 408, as applicable. Any evidence of the terms of this Agreement or negotiations or discussions associated with this Agreement shall be inadmissible in any action or proceeding for purposes of establishing any rights, duties or obligations of the Parties, except in: (i) a proceeding to obtain the Approval Order or (ii) an action or proceeding to enforce the terms of this Agreement. This Agreement is executed solely to avoid costs and risks of litigation in light of the facts and circumstances of this particular matter. 16. Parties Bear Own Expenses. The Parties agree that, unless otherwise specifically provided herein, each Party will bear its own attorneys and other fees, expenses and disbursements incurred by or on behalf of such Party in connection with this Agreement. 17. Computation of Time. In computing any period of time under the Agreement, the provisions of FED. R. BANKR. P. 9006(a) shall apply. 18. U.S. Currency. All references in this Agreement to monetary figures shall refer to United States of America currency, unless otherwise expressly provided. 19. Nothing in this Agreement shall be construed as a waiver of any claims and/or causes of action the Estate and/or the Trustee may have against any individuals or entities, unless expressly stated herein, including, but not limited to any claims and/or causes of action against Edward Tuck Colbert and/or Kenyon and Kenyon, LLP. The Estate and the Trustee reserve all rights with regard to such claims. End of Text. Signatures on the Following Page(s). 5

13 Proposed Compromise Sale and Procedures Order with exhibits Page 13 of 144 THE BANKRUPTCY ESTATE OF BRENNAN S INC. Date: By: Ronald J. Hof Its: Chapter 7 Trustee BRENNAN S CLAIMS, LLC Date: By: Its: 417 ROYAL STREET, LLC Date: By: Its: 6

14 Proposed Compromise Sale and Procedures Order with exhibits Page 14 of 144 EXHIBIT T-1B PURCHASE AND SALE AGREEMENT (417 ROYAL STREET LLC) 1

15 Proposed Compromise Sale and Procedures Order with exhibits Page 15 of 144 PURCHASE AND SALE AGREEMENT (417 ROYAL STREET LLC) THIS PURCHASE AND SALE AGREEMENT (417 Royal Street LLC) (this Agreement ) is made and entered into on the date(s) indicated below, by and between 417 Royal Street LLC, a Louisiana limited liability company, and/or its assignee hereinafter referred to as Buyer, and Ronald J. Hof, solely in his capacity as Chapter 7 Trustee for the Bankruptcy Estate of Brennan's Inc., Case No , United States Bankruptcy Court, Eastern District of Louisiana, hereinafter referred to as Seller. RECITALS WHEREAS, Sysco New Orleans LLC, G.H. Leidenheimer Baking Co., LTD, and Dorignac's Food Center, L.L.C. filed an involuntary bankruptcy petition against Brennan's Inc. on October 28, 2103 ( Bankruptcy Case ). WHEREAS, the Bankruptcy Court entered the Order for Relief on December 5, WHEREAS, On December 5, 2013, Ronald J. Hof was appointed the interim Chapter 7 trustee for the Bankruptcy Estate of Brennan s Inc. in the bankruptcy ( Estate ) WHEREAS, Ronald J. Hof qualified as the permanent Chapter 7 trustee on January 23, WHEREAS, Ronald J. Hof, in his capacity as the Chapter 7 trustee for the Estate is solely and exclusively authorized and empowered to exercise control over property of the Estate. WHEREAS, prior to the Bankruptcy Case, Brennan s Inc. operated the Brennan s Business and was the sole and rightful owner of the Assets. WHEREAS, the Assets are property of the Estate. WHEREAS, the Buyer desires to purchase or acquire the Seller s right, title, and interest in and to the Assets on the terms and subject to the conditions set forth below and subject to the approval of the Bankruptcy Court. NOW, THEREFORE, in consideration of the mutual covenants, representations and provisions contained herein, the parties hereby agree as follows: 1. Defined Terms. 1.1 Defined Terms. The terms defined above shall have the meanings set forth above. Additionally, the following terms shall have the following designated meanings: "Agreement" means this Agreement, including any exhibits and schedules attached hereto. 2

16 Proposed Compromise Sale and Procedures Order with exhibits Page 16 of 144 Assets means the those assets used in the Brennan s Business, more specifically described and limited to all existing (a) furniture, (b) fixtures, (c) equipment, (d) artwork, (e) restaurant memorabilia, (f) wine, (g) customer lists, (h) employee lists, (i) AOL account with three (3) years worth of customer activity, (j) websites, Internet domain names, and other Internet addresses, and user names, accounts, pages, and online identities, including, but not limited to, Resaurant/, and the Twitter (k) menus, (l) recipes, and (m) Tradenames, Trademarks, and service marks (whether registered, applied for, or used under common law), including the Goodwill, and all rights and proceeds associated therewith (excluding certain Excluded Assets described below). "Backup Bidder" has the meaning set forth in Section 3.6 below. "Bankruptcy Code" means Title 11 of the United States Code, 11 U.S.C. 101 et seq., as now in effect or hereafter amended. "Bankruptcy Court" means the United States Bankruptcy Court for the Eastern District of Louisiana. "Bankruptcy Rules" means the Federal Rules of Bankruptcy Procedure, FED. R. BANKR. P et seq., as promulgated under 28 U.S.C. 2075, and the Federal Rules of Civil Procedure, FED. R. CIV. P. 1 et seq., and the Local Rules of the Bankruptcy Court, as applicable to the Bankruptcy Case, and as now in effect or hereafter amended. "Bidding Procedures" has the meaning set forth in Section 3.1 below. "Brennan's Claims" means Brennan's Claims, LLC, and includes any of its agents, examiners, associates, partners, members, managers, directors, officers, employees, contractors, subcontractors, servants, deputies, assistants, attorneys, accountants, investigators, advisors, consultants and any Person or entity acting on its behalf whether authorized to do so or not. Brennan s Business means the restaurant business formerly operated by the Debtor at 417 Royal St., New Orleans, LA. "Business Day" means any day other than a Saturday, a Sunday, "legal holidays" (as defined under Bankruptcy Rule 9006(a)), or any other day on which banking institutions in New Orleans, LA are required or authorized to close by law or executive order. "Buyer's Diligence" has the meaning set forth in Section 5.1 below. "Buyer's Related Persons" means, individually and collectively, Buyer's shareholders, members, constituent partners, parent, subsidiary and affiliated entities, partners, members, consultants, contractors, sureties, insurers, attorneys, agents, successors and assigns and the members, managers, directors, officers, and employees of each of the foregoing. "Cash" means legal tender of the United States of America, cash equivalents, and readily marketable securities or instruments, including bank deposits, accounts, certified or cashier's checks, timed certificates of deposit issued by any bank, commercial paper, and readily 3

17 Proposed Compromise Sale and Procedures Order with exhibits Page 17 of 144 marketable direct obligations of the United States of America or agencies or instrumentalities thereof. "Claim" means any debt or obligation arising in any way in connection with any acts of the Debtor, the Debtor's past or present shareholders, or the Debtor's estate, and any claims, obligations, demands, guaranties, options, rights, contractual commitments, executory contracts, unexpired leases, employment agreements, restrictions, rights of lesion beyond moiety, tort claims, product liability claims, interests and matters of any kind and nature whatsoever whether such Claims are known or unknown, secured or unsecured or in the nature of setoff or recoupment, choate or inchoate, filed or unfiled, asserted or unasserted, scheduled or unscheduled, noticed or unnoticed, directly or indirectly assertable, recorded or unrecorded, perfected or unperfected, allowed or disallowed, assessed or unassessed, contingent or noncontingent, liquidated or unliquidated, matured or unmatured, material or non-material, disputed or undisputed, whether arising prior to or subsequent to the Petition Date, and whether imposed by agreement, understanding, law, equity, or otherwise, including claims otherwise arising under doctrines of successor liability. "Closing" means the consummation of the purchase and sale of the Assets as contemplated by this Agreement. "Closing Date" mean the date of the Closing, which shall be a date no later than five (5) days following the Sale Consummation Order. "Competing Bid" has the meaning set forth in Section 3.8 below. Compromise, Sale and Procedures Order" has the meaning set forth in Section 3.1 below. "Debtor" or "Brennan's Inc." means Brennan's Inc., whether before, on or after the Petition Date, and includes any of its agents, examiners, associates, partners, members, managers, directors, officers, employees, contractors, subcontractors, servants, deputies, assistants, attorneys, accountants, investigators, advisors, consultants and any Person or entity acting on its behalf whether authorized to do so or not. "Deposit" has the meaning set forth in Section 2.2 below, together with any and all interest accrued on such amount. Excluded Assets shall mean (i) cash on hand or in any account as of the Closing (ii) accounts receivable existing or arising prior to the Closing, (iii) claims of Seller against any person or entity existing or arising prior to the Closing; (iv) claims of the Trustee in the Bankruptcy Case, including without limitation those under Section 544, 547 and/or 548; (v) excluded wine set forth on Exhibit A-2; (vi) business records; and (vii) any other tangible or intangible property not utilized in the Brennan s Business "Estate" means the bankruptcy estate of Brennan's Inc. created upon the commencement of the Petition Date pursuant to Bankruptcy Code 541, or thereafter acquired as provided in Bankruptcy Code 541 or any other applicable section of the Bankruptcy Code. 4

18 Proposed Compromise Sale and Procedures Order with exhibits Page 18 of 144 "Final Order" means an order of the Bankruptcy Court or court of competent jurisdiction which, not having been stayed by order of a court of competent jurisdiction, has become conclusive of all matters adjudicated thereby and is in full force and effect. Goodwill means the goodwill associated and/or connected with the Brennan s Business, its reputation, and patronage, including all goodwill related to the Trademarks (including, without limitation, the right to sue and recover for any past or continuing infringements or contract breaches related to the Trademarks, the right to renew any registrations included in the Trademarks, the right to apply for trademark registrations within or outside the United States based in whole or in part upon the Trademarks, and any priority right that may arise from the Trademarks). "Governmental Agencies" means the United States of America, a State, a Commonwealth, a District, a Territory, a municipality or a foreign state, and includes any department, agency or instrumentality of thereof. "Interests" means obligations of any nature or kind whatsoever, including any successor, transferee or similar liability, whether such Interests are known or unknown, secured or unsecured or in the nature of setoff or recoupment, choate or inchoate, filed or unfiled, asserted or unasserted, scheduled or unscheduled, noticed or unnoticed, directly or indirectly assertable, recorded or unrecorded, perfected or unperfected, allowed or disallowed, assessed or unassessed, contingent or non-contingent, liquidated or unliquidated, matured or unmatured, material or nonmaterial, disputed or undisputed, whether arising prior to or subsequent to the Petition Date, and whether imposed by agreement, understanding, law, equity, or otherwise, including claims otherwise arising under doctrines of successor liability. "Liens" means any mortgages, security interests, privileges, conditional sale or other title retention agreements, pledges, liens (as such term is defined by Bankruptcy Code 101(5)), judgments, demands, encumbrances, taxes and any similar interests of any kind or nature whatsoever, whether such Liens are known or unknown, secured or unsecured or in the nature of setoff or recoupment, choate or inchoate, filed or unfiled, asserted or unasserted, scheduled or unscheduled, noticed or unnoticed, directly or indirectly assertable, recorded or unrecorded, perfected or unperfected, allowed or disallowed, assessed or unassessed, contingent or noncontingent, liquidated or unliquidated, matured or unmatured, material or non-material, disputed or undisputed, whether arising prior to or subsequent to the Petition Date, and whether imposed by agreement, understanding, law, equity, or otherwise, including claims otherwise arising under doctrines of successor liability. "Sale Consummation Hearing" has the meaning set forth in Section 3.3 below. "Sale Consummation Order" has the meaning set forth in Section 3.3 below. "Compromise, Sale and Procedures Motion" means the motion to be filed by Seller as contemplated in Section 3.1 below. Secured Creditor shall mean a party who asserts a security interest (whether valid or not) in any of the Assets. 5

19 Proposed Compromise Sale and Procedures Order with exhibits Page 19 of 144 "Seller's Actual Knowledge" means the actual knowledge of the Trustee as of the date of this Agreement, without imputation of actual or constructive knowledge from any other persons or sources and without any express or implied duty to undertake any investigation, inspection or inquiry. "Seller's Related Persons" means, individually and collectively, Seller's consultants, contractors, sureties, insurers, attorneys, agents, successors and assigns and the members, managers, directors, officers, and employees of each of the foregoing. "Successful Bid" means the one offer that Seller determines, subject to Bankruptcy Court approval, is the highest or best offer from among the bids submitted at the Overbid Hearing. "Successful Bidder" means the bidder at the Overbid Hearing who submits a Successful Bid; provided, however, that in the event no bid is made with respect to the Assets, then Buyer shall be deemed for all purposes to be the Successful Bidder with respect to such Assets. Trademarks means all trademarks and service marks (whether registered, applied for, or used under common law), including the goodwill of the business associated with such trade names, trademarks, service marks, and all rights and proceeds associated therewith, together with any associated trade dress, including but not limited to the federally registered trademarks and applications described in Exhibit A. Tradenames means Seller s tradenames, including without limitation as described in Exhibit A to this Agreement. "Trustee" means Ronald J. Hof in his capacity as the Chapter 7 trustee for the Estate, and any successor trustee. 2. Purchase and Sale; Payment of Purchase Price 2.1 Purchase and Sale. In consideration of the following: a. $467, in cash; b. the assignment of Proof of Claim no. 35 of Brennan s Claims in the sum of $3,180, to Trustee; c. a release of FNBC s alleged security interest in the Assets; and d. the assignment from Brennan s Claims to the Trustee of its debt and associated security interest in the Estate s Deep Water Horizon explosion and resultant BP Oil Spill claim; or such other amount as bid in open Bankruptcy Court (the "Purchase Price") as and when required by this Agreement by Buyer and subject to, and in strict accordance with, the terms and conditions set forth in this Agreement (including, without limitation, Section 3.1), Seller agrees to sell the Assets to Buyer on the Closing Date, and Buyer agrees to purchase the Assets from 6

20 Proposed Compromise Sale and Procedures Order with exhibits Page 20 of 144 Seller on the Closing Date. All assets, properties and rights of Seller not specifically included in the Assets shall be retained by Seller, including without limitation the Excluded Assets. 7

21 Proposed Compromise Sale and Procedures Order with exhibits Page 21 of Deposit. (a) Concurrent with Seller and Buyer's mutual execution of this Agreement, Buyer shall deliver to Seller the amount of One Hundred Fifty Thousand ($150,000.00) Dollars (the "Deposit"), which shall be deposited into counsel for Seller's Trust Account. The Deposit shall then be held in Seller's Trust Account until the Sale Consummation Hearing. The Deposit shall become non-refundable to Buyer if Buyer is named the Successful Bidder at the Overbid Hearing, unless pursuant to Section 3.6 Buyer is named Back-Up Bidder, in which case Seller shall continue to hold the Deposit pursuant to Section 3.6. Otherwise, in the event Buyer is not the Successful Bidder at the Overbid Hearing, then Seller shall refund the Deposit. (b) At the relevant Closing, Buyer shall deliver the balance of the Purchase Price if it is the Successful or Back-up Bidder. 2.3 Overbid Increase in Purchase Price. If Buyer, in an effort to become high bidder and acquire the Assets, submits one or more bids at the Overbid Hearing in excess of the Purchase Price set forth herein, the Purchase Price for the Assets shall be automatically increased and shall be the amount of the highest, final, approved bid submitted, and the Purchase Price for the Assets shall be deemed increased to reflect the highest, final, approved bid. Buyer's right to participate in the Sale Consummation Hearing(s) and the terms applicable thereto shall be set forth in the Compromise, Sale and Procedures Order (defined below). 3. Bid Process; Competitive Bids. 3.1 Bankruptcy Court Matters. Seller has filed a motion with the Bankruptcy Court seeking an order regarding the procedures to be used in connection with the Sale Consummation Hearing and approving this form of Purchase and Sale Agreement and related bidding procedures (set forth in Exhibit B, hereto, the "Bidding Procedures") (such order is referred to herein as the "Compromise, Sale and Procedures Order"). 3.2 Compliance with Bidding Procedures. At the time of delivery of the mutual execution of this Agreement, Buyer shall have complied with all of the Bidding Procedures (as the same may have been amended) necessary to be deemed a Qualified Bidder, and its bid a Qualified Bid (as those terms are defined in the Bidding Procedures), including, but not limited to (i) a statement and supporting financial information demonstrating that Buyer or Buyer's prospective assignee is financially capable of consummating the transaction(s) contemplated by this Agreement, and (ii) written evidence of the approval of the contemplated transaction(s) by Buyer's board of directors or comparable governing body. 3.3 Overbid Hearing. The Bankruptcy Court may hold a hearing (the "Sale Consummation Hearing"), at which the Bankruptcy Court shall, among other things, preside over any overbidding for the Assets, as well as review and approve the Trustee s selection of Successful Bidder (and the Back-Up Bidder, if any). At that hearing, the Seller will seek an order confirming the sale to the Successful Bidder (and the Back-Up Bidder, if any) (the "Sale Consummation Order"). Seller and Buyer (if and to the extent Buyer is the Successful Bidder) shall use commercially reasonable efforts to obtain the Sale Consummation Order from the Bankruptcy Court. 8

22 Proposed Compromise Sale and Procedures Order with exhibits Page 22 of Appeal. In the event the entry of the Sale Consummation Order shall be appealed, Seller and Buyer shall use their respective reasonable efforts to defend such appeal. Notwithstanding anything to the contrary set forth herein, Buyer shall not be obligated to defend any appeal and may elect to terminate this Agreement if the Bankruptcy Court stays the Closing hereunder for a period exceeding twenty-five (25) days from the date of entry of the Sale Consummation Order. If Buyer elects to terminate this Agreement following an appeal and subsequent stay of Closing exceeding twenty five (25) days, Buyer shall receive a full refund of the Deposit and Buyer shall be released of all its duties and obligations hereunder. 3.5 Competing Bids. This Agreement is subject to approval by the Bankruptcy Court and the consideration by Seller of higher or better competing bids (each a "Competing Bid"). From the date hereof (and any prior time) and until the transaction contemplated by this Agreement is consummated, Seller is permitted, through his broker or other means, to initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person (in addition to Buyer) in connection with any sale or other disposition of the Assets. In addition, Seller shall have the responsibility and obligation to respond to any inquiries or offers to purchase the Assets and perform any and all other acts related thereto that are required under applicable law, including supplying information relating to the Assets to prospective purchasers. The Parties agree that Seller shall be entitled to consider and enter into one or more transactions in connection with a Competing Bid consistent with his fiduciary obligations in the Bankruptcy Case. Buyer acknowledges that this Agreement is the culmination of an extensive process undertaken by Seller to identify and negotiate a transaction with a bidder who was prepared to pay the highest or best purchase price for the Assets, among other material considerations, in order to maximize value and certainty for the Estate. The Bidding Procedures are designed to facilitate a full and fair process designed to maximize the value of the Assets for the benefit of the Estate. 3.6 Back-Up Bid Requirement. Buyer acknowledges and agrees that the bidder with the second highest or otherwise best bid (as determined by Seller in the exercise of its business judgment) at the Overbid Hearing may serve as a back-up bidder (the "Back-Up Bidder") and keep such bid open and irrevocable until five (5) business days after the later of the approval of the bid or back-up bid by in the Sale Consummation Order and the Closing. In the event Buyer is named Back-Up Bidder, Seller shall continue to hold its Deposit. Following the Overbid Hearing, if the Successful Bidder fails to consummate an approved sale, the Back-Up Bidder will be deemed to be the new Successful Bidder, and Seller will be authorized, but not required, to consummate the sale with the Back-Up Bidder without further order of the Bankruptcy Court. If Buyer is the Back-Up Bidder and the Successful Bidder fails to consummate an approved sale, then Seller may, without further order of the Bankruptcy Court, consummate the sale with Buyer; provided, however, that Buyer is not otherwise in default. For purposes of this Section 3.6, Buyer shall be deemed a bidder and this Agreement shall be deemed a bid. 3.7 Irrevocability. Buyer acknowledges that its bid and obligation to purchase the Assets hereunder is irrevocable until five (5) business days after the later of the approval of the bid or back-up bid by in the Sale Consummation Order and the Closing or until entry of an order certifying approval of the Bidding Procedures or entry of an order approving the Bidding Procedures in a form which in Buyer s sole discretion differs materially from the Bidding Procedures proposed.. 9

23 Proposed Compromise Sale and Procedures Order with exhibits Page 23 of Terminating Event. In the event the Bidding Procedures are not approved by the Bankruptcy Court, or are materially modified (as determined in the sole discretion of 417 Royal), this Agreement shall be terminable by the Initial Bidder, and the Initial Bidder shall have retained all of its rights and claims without waiver. 5. Buyer's Diligence. 5.1 Diligence Period. Buyer agrees, represents, warrants and acknowledges that Buyer has had an opportunity to conduct due diligence with respect to the Assets and matters affecting the Assets. Buyer has had the right to make such inspections, inquiries and investigations regarding the Assets as Buyer deems appropriate ("Buyer's Diligence"). Seller has made its agents available to answer any questions that Buyer may reasonably ask concerning the Assets. Any and all costs incurred by Buyer in connection with Buyer's Diligence shall be borne solely by Buyer. 5.2 Independent Investigation. Buyer represents and warrants that it has or will, in its sole discretion, independently investigate the Assets and any information or documentation related thereto. In entering this Agreement, Buyer agrees that Buyer is relying solely and exclusively upon Buyer's own independent investigations of such information and other matters, and Seller shall have no obligation or liability whatsoever for or with respect to such information and other matters. Buyer acknowledges and agrees that: (i) Seller has not made, and hereby expressly disclaims, any express or implied promise, representation or warranty of any nature whatsoever as to the Assets or any of the information or documentation related thereto, including their truth, accuracy or completeness or their fitness for any particular use or purpose whatsoever; and (ii) Seller shall not be bound by, or liable in any manner for, any statement, promise, representation or warranty of any nature whatsoever by any agent, whether previously and/or currently engaged by Seller. 5.3 Availability of Materials. Buyer agrees, represents, warrants and acknowledges that Seller has made available to Buyer for inspection and copying by Buyer, at Buyer's expense, files regarding the Assets in Seller's possession relating to the Assets. The materials made available and any other items delivered by Seller to Buyer in connection with this Agreement were obtained by Seller in his capacity as the Chapter 7 trustee for the Estate and do not represent all of the relevant documents pertaining to the Assets. 5.4 Use of Materials. The materials have been made available to Buyer solely for purposes of Buyer's Diligence and neither Buyer nor any of Buyer's Related Persons have used nor shall use any of such materials for any other purpose whatsoever. If this Agreement is terminated for any reason, then Buyer shall immediately, at no cost to Seller, return to Seller, within five Business Days after the date of termination of this Agreement, all of the Materials under cover of a letter listing the Materials in the order enclosed. 5.5 Indemnity. Buyer shall, to the fullest extent permitted by law, indemnify, defend (with legal counsel approved by Seller, which approval shall not be unreasonably withheld), protect and hold Seller, Seller's Related Persons and the Assets harmless from any and all Claims regarding, arising out of, or in connection with or in any manner relating to Buyer's Diligence 10

24 Proposed Compromise Sale and Procedures Order with exhibits Page 24 of 144 and/or any investigations, assessments or other activities with respect to the Assets by Buyer and/or any of Buyer's Related Persons. 5.6 Survival. The obligations of Buyer under this Section 5 shall survive the Closing and any termination of this Agreement. 6. Representations and Warranties; Covenants. that: 6.1 Buyer's Representations and Warranties. Buyer represents and warrants to Seller (a) Buyer is duly formed, validly existing and has full right, power and authority to enter into this Agreement and to purchase the Assets from Seller and to perform Buyer's obligations hereunder. Buyer further represents and warrants that this Agreement constitutes a valid and legally binding obligation of Buyer enforceable against Buyer in accordance with its terms; (b) Buyer has not relied on any appraisal or projection of anticipated sales prices of the Assets that may have been made by or for Seller as evidence or as an indication of the value of the Assets or as a basis for determining the value of the Assets; (c) No representations of any kind (whether oral or written, express or implied) have been made by Seller to Buyer, and Buyer is investing in the Assets solely in reliance on Buyer's own investigations and evaluation thereof; and (d) All consents required of any member, partner, shareholder, director, trustee, trustor, beneficiary, creditor, lender, investor, judicial or administrative body, governmental authority or other party in connection with the execution and delivery of this Agreement by Buyer, and in order to make this Agreement binding, and enforceable against Buyer in accordance with its terms, have been made and/or obtained. Neither the execution and delivery of this Agreement and the documents and instruments referenced in this Agreement, nor the performance by Buyer of its obligations set forth in this Agreement, nor the consummation of the transaction contemplated in this Agreement, nor compliance with the terms of this Agreement and the documents and instruments referenced herein conflict with or will result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note, or other evidence of indebtedness or any contract, indenture, mortgage, any organizational documents of Buyer, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer is a party. (e) Buyer s obligations to purchase the Assets are not conditioned on obtaining financing or any internal approval, or on the outcome or review of due diligence that has not been satisfied as of the time of the Overbid Hearing but may be subject to the accuracy in material respects of specified representations and warranties or the satisfaction in all material respects at the Closing of specified conditions set forth herein. 6.2 Seller's Representations and Warranties. 11

25 Proposed Compromise Sale and Procedures Order with exhibits Page 25 of 144 (a) To the extent approved by the Bankruptcy Court, the Sale Consummation Order entered by the Bankruptcy Court approving the sale of the Assets, will include an order providing that Seller has full power and authority to execute and deliver this Agreement and to perform its obligations thereunder and that, subject to the entry of the Sale Consummation Order, this Agreement constitutes the valid and legally binding obligation of Seller, enforceable against Seller solely in his capacity as the Chapter 7 trustee for the Estate exclusively in accordance with the terms and conditions of this Agreement. herein. (b) The sale of the Assets is "AS-IS, WHERE IS" as provided in Section 7 (c) As provided in Section 13.19, Ronald J. Hof, enters into this Agreement solely in his capacity as Chapter 7 trustee for the bankruptcy estate of Brennan's Inc., Case No , United States Bankruptcy Court for the Eastern District of Louisiana. Ronald J. Hof shall have no personal liability for any obligations under this Agreement. All Claims arising out of this Agreement shall be payable by the Trustee only from the proceeds within the Bankruptcy Case. 6.3 Survival. The representations and warranties contained in Sections 6.1 and 6.2: are made as of the date this Agreement is executed by Buyer and Seller, and shall be deemed to be remade on and as of the Closing Date and shall survive the Closing Certain Acknowledgements and Waivers. For the purposes of this Agreement and for purposes of facilitating the sale of the Assets, whether to Buyer, or to another person or entity approved by the Court: a. So long as the Bid Procedures are approved by the Court without material modifications (as determined in the sole discretion of 417 Royal), Respondents will not assert by way of objection to any other bidder, and in the event another bidder is selected in accordance with the Bid Procedures, it will waive the following alleged interests and rights: i. any interest in the Assets that they allege as a result of their ownership of the building located at Royal Street and other assets previously owned by the Debtor; ii. any argument that they may own or have an interest in or to some of the Assets, including without limitation, goodwill and trademarks; iii. any argument that the Assets are not sold free and clear of the 1979 Agreement, and that the 1979 Agreement is not an executory contract that can be rejected, and will not assert a rejection claim if so. c. The acknowledgements and waivers contained in this Section 6.4 shall survive the Closing, and shall be binding upon Buyer regardless of whether it is ultimately the purchaser of the Assets. 12

26 Proposed Compromise Sale and Procedures Order with exhibits Page 26 of "AS IS, WHERE IS" Purchase with No Warranties: Release and Indemnities. 7.1 Buyer's Investigations. Buyer has made its own independent investigations and studies with respect to the Assets and all other aspects of the transaction contemplated by this Agreement. Buyer is relying entirely on Buyer's Diligence and on the advice of its counsel, advisers and consultants concerning the transaction contemplated by this Agreement. Buyer is not relying and shall not rely on any investigation, study, projection or other information, economic or otherwise, prepared by Seller or made available to Buyer by Seller. Accordingly, Buyer agrees as follows: EXCEPT AS MAY OTHERWISE BE EXPRESSLY STATED IN THIS AGREEMENT, SELLER HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, OF, AS TO, CONCERNING, OR WITH RESPECT TO THE ASSETS THE SALE OF THE ASSETS AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS, WHERE IS" CONDITION AND BASIS WITH ALL FAULTS. BUYER'S INITIALS: 7.2 Buyer's Diligence. Buyer has had the opportunity to review and has reviewed all instruments, records, documents, investigations, inquiries, engineering studies and tests concerning the Assets, which Buyer deems appropriate or advisable to review in connection with the transaction contemplated by this Agreement. 7.3 No Warranties. Buyer and Seller agree and acknowledge that except as otherwise expressly set forth herein, Seller has not made and hereby expressly disclaims any warranty, whether express or implied, with respect to any information relating to the Assets furnished to Buyer. Except as expressly set forth herein, Seller disclaims any warranty with respect to the completeness, accuracy and adequacy of any information furnished or to be furnished to Buyer by Seller pursuant to this Agreement or otherwise and neither Seller nor any Seller's Related Persons shall in any event incur any liability whatsoever to Buyer by reason of furnishing such information. 7.5 Release. Buyer hereby unconditionally and irrevocably waives, relinquishes and releases Seller and Seller's Related Persons, from and against any and all Claims by Buyer or any of Buyer's Related Persons, whether present or future, known or unknown, foreseeable or unforeseeable, arising from or in connection with the following: (a) the Assets, (b) Claims with respect to the completeness or accuracy of the information, documentation or other materials provided by Seller to Buyer in connection with the Assets; and (c) arising out of or related to the matters described in Section 7.1 above. Without limiting the applicability of this release to prospective matters as set forth above, this release shall be deemed to be remade as of the Closing Date. 13

27 Proposed Compromise Sale and Procedures Order with exhibits Page 27 of Indemnity. From and after the Closing, Buyer shall, to the fullest extent permitted by law, indemnify, defend (with legal counsel approved by Seller, which approval shall not be unreasonably withheld), protect and hold harmless Seller and Seller's Related Persons from and against any and all Claims with respect to the Assets, unless such Claims are judicially determined to have arisen solely from the breach of any duty or obligation herein or otherwise at law by Seller or Seller s Related Persons 7.7 Survival. The provisions of this Section 7 shall survive the Closing and any termination of this Agreement. 8. The Closing. The Closing Date shall be no later than five (5) days following the Court s issuance of the Sale Consummation Order. If the Closing does not occur on or before the Closing Date, and such failure to close is not the result of a breach of this Agreement by Seller or Buyer, then such failure shall be deemed the failure of a condition to Closing, and if Buyer and Seller have not mutually agreed in writing to extend the Closing Date, this Agreement shall terminate according to the provisions of Section 9.3 of this Agreement. 9. Conditions and Deliveries. 9.1 Seller's Conditions to Closing. Seller's obligation to close the sale are subject to and conditioned upon the satisfaction of the following conditions as of the Closing (or Seller's written waiver thereof, which may be a waiver in whole or in part of any such condition), all of which are for Seller's sole benefit. (a) As a condition to Seller's obligations hereunder, each and all of the representations and warranties made by Buyer in Section 6 hereof shall be true and correct as of the Closing Date; (b) As a condition to Seller's obligations hereunder, Buyer shall have fully paid, tendered and performed, as and when required, each and all of the obligations, deliveries and covenants of Buyer under this Agreement; 9.4; (c) Delivery of executed originals of all Closing Documents set forth in Section (d) For each Lien, Claim or Interest relating to the Assets (if any), either: (i) the holder of the Lien shall have agreed with Seller to release and such Lien shall attached to the proceeds of the Sale; or (ii) the Sale Consummation Order shall have provided that the sale shall occur free and clear of any Liens, Claim or Interests; and (e) The Bankruptcy Court shall have entered the Sale Consummation Order as described herein, and no party shall have properly filed a Notice of Appeal and obtained an order staying the effect of the Sale Consummation Order pending appeal. 9.2 Buyer s Conditions to Closing. 9.4; (a) Delivery of executed originals of all Closing Documents set forth in Section 14

28 Proposed Compromise Sale and Procedures Order with exhibits Page 28 of 144 (b) For each Lien, Claim or Interest relating to the Assets (if any), either: (i) the holder of the Lien shall have agreed with Seller to release and such Lien shall attached to the proceeds of the Sale; or (ii) the Sale Consummation Order shall have provided that the sale shall occur free and clear of any Liens, Claim or Interests; and (c) The Bankruptcy Court shall have entered the Sale Consummation Order as described herein, and no party shall have properly filed a Notice of Appeal and obtained an order staying the effect of the Sale Consummation Order pending appeal. 9.3 Failure of Conditions to Closing. (a) If any of the conditions set forth in Sections 9.1 or 9.2 are not timely satisfied or waived by the party with such right of waiver, for a reason other than the default of Buyer or Seller under this Agreement: (i) This Agreement and the rights and obligations of Buyer and Seller shall terminate, except as otherwise provided herein; and (ii) Seller shall return the Deposit to Buyer. Agreement. (b) The provisions of this Section 9.3 shall survive the termination of this 9.4 Closing Documents and Simultaneous Delivery. (a) The Parties shall execute the following documents on the Closing Date: (i) Bill of Sale in the form attached as Exhibit C; (ii) Assignment of Trademark and Goodwill (in the form as set forth in Exhibit D, along with any required federal trademark assignment cover pages or forms. (b) All documents and other items to be delivered to Buyer or Seller at the Closing shall be deemed to have been delivered simultaneously, and no delivery shal1 be effective until all such items have been delivered. 10. Costs; Prorations and Escrow Instructions. Costs of the Closing and the necessary prorations shall be allocated as provided for below Costs. All closing costs, if any, shall be paid one half by each party. Seller and Buyer shall each pay the fees and costs of its own attorneys and consultants Proration. Buyer shall be responsible for any costs relating to the Assets that arise or otherwise become exigible on and after the Closing Date. Seller shall be responsible for any costs relating to the Assets that accrued or otherwise become exigible before the Closing Date. 11. Defaults. 15

29 Proposed Compromise Sale and Procedures Order with exhibits Page 29 of Notice and Cure. Subject to Section 11.2, any failure by Buyer or Seller to perform or comply with any of their respective obligations under this Agreement before the Closing that is not cured within five (5) Business Days after the other party gives such noncomplying or non-performing party written notice of such failure shall constitute an immediate default by the non-complying or non-performing party under this Agreement. If the Closing would otherwise occur during such five (5) Business Day period, then the Closing Date shall be extended to the date which is two (2) Business Days after the expiration of such five (5) Business Day cure period Inapplicability. The notice and opportunity to cure provisions set forth in the preceding Section shall not apply to: (a) any failure of Buyer to deliver the Deposit to Seller as and when required; or (b) any failure of Buyer or Seller to timely make all deliveries required of such party hereunder and absent the failure of a condition to such party's obligation to consummate this sale on the Closing Date. 12. Liquidated Damages and Limitations on Remedies Remedies. Buyer's sole remedy in the event that the sale fails to close as a result of Seller's inability or failure to close for any reason, including but not limited to the reason of the failure to obtain approval of the sale by the Bankruptcy Court, shall be the mutual release of Buyer's and Seller's obligations to buy or sell and a full refund of the Deposit including amounts previously deemed non-refundable. In the event Buyer fails to close the sale following approval of the sale by the Bankruptcy Court for any reason other than Seller's default, or an appeal of any Order entered by the Bankruptcy Court related to the proposed sale, Buyer's Deposit shall be immediately paid over to Seller and retained by Seller as liquidated damages without further legal action Certain Waivers. Buyer (i) will not request or be entitled to any substantial contribution claim under Bankruptcy Code 503, or any breakup fee, termination fee, expense reimbursement or similar type of payment from the estate or the Chapter 7 Trustee in any way related to or arising from the submission of its Bid, or the Bid Procedures, or the sale of the Assets, except the $40,000 Breakup Fee provided for in the Bid Procedures in favor of 417 Royal Street as the Initial Bidder and (ii) irrevocably waives the right to file and/or be paid a substantial contribution claim under Bankruptcy Code 503 or any related breakup fee, termination fee, expense reimbursement or similar type of payment from the estate or the Chapter 7 Trustee in any way related to or arising from to the submission of its Bid, or the Bid Procedures, or the sale of the Assets Survival. The provisions of this Section 12 shall survive any termination of this Agreement. Buyer and Seller agree that the terms, waivers and provisions of this Section 12 are of the essence of this Agreement and but for such terms, waivers and provisions, Seller would not have entered into this Agreement. To signify their awareness and agreement to be bound by the terms, waivers and provisions of this Section 12, Buyer and Seller, through their authorized representatives, have separately initialed this Section 12. BUYER'S INITIALS: 16

30 Proposed Compromise Sale and Procedures Order with exhibits Page 30 of 144 SELLER'S INITIALS: 13. Miscellaneous Entire Agreement. This Agreement embodies the entire agreement between the parties relative to the subject matter hereof, and there are no oral or parole agreements existing between Seller and Buyer relative to the subject matter hereof which are not expressly set forth herein and covered hereby Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation hereof Interpretation. The language in all parts of this Agreement shall be in all cases construed as a whole according to their fair meaning and not strictly for or against either Seller or Buyer. This Agreement has been negotiated and prepared by both Buyer and Seller; any rule of contract interpretation to the effect that ambiguities or uncertainties are to be interpreted against the drafting party, or the party that caused it to exist, shall not be employed in the interpretation of this Agreement or any document executed in connection with this Agreement. The use of the words "include" and/or "including" shall not imply exclusivity and shall be interpreted to mean include(ing) without limitation" and/or "include(ing), but not limited to." Whenever the context hereof shall so require, the singular shall include the plural, the male gender shall include female gender and the neuter, and vice versa Notice. Any notice required or permitted to be delivered hereunder shall be in writing and (a) personally delivered, (b) sent by United States certified or registered mail, return receipt requested, (c) sent by fax transmission, (d) sent by transmission or (e) sent by nationally or regionally recognized overnight courier service. Notice shall be deemed received (i) upon confirmed personal delivery to the party to whom the notice is directed, if personally delivered, (ii) upon confirmed receipt, if sent by certified or registered mail, (iii) upon confirmed receipt of successful fax or transmission, or (iv) on confirmed delivery (or attempted delivery) on a Business Day following deposit with the overnight courier service, if sent by overnight courier service. In each case, notice shall be addressed to Seller or Buyer, as the case may be, at the address set forth below (or such other address as Buyer or Seller may specify by notice given pursuant to this Section). Notices required or permitted to be delivered hereunder may be sent by electronic transmission to the addresses set forth below, but no such notice shall be deemed received or delivered unless (A) such expressly states that it constitutes notice under this Section of the Agreement, (B) the recipient acknowledges receipt of such by confirmation via or other written communication, and (C) such written confirmation expressly acknowledges that notice via transmittal has occurred. Any notice hereunder delivered by a party may be effected by counsel for such party, by delivery of such notice to counsel for the other party (identified below or known to be representing the other party in connection with the transactions contemplated by this Agreement), with a copy to the other party in the manner set forth herein. TO BUYER: Ralph Brennan, Manager 17

31 Proposed Compromise Sale and Procedures Order with exhibits Page 31 of Royal Street LLC 550 Bienville Street New Orleans, LA with a copy to counsel for Seller: TO SELLER: Baker, Donelson, Bearman, Caldwell & Berkowitz, PC c/o Jan Hayden 201 St. Charles Ave, STE 3600 New Orleans, LA Ronald J. Hof, Chapter 7 Trustee 9905 Jefferson Highway River Ridge, LA ronaldhof@cox.net With a copy to counsel for Seller: Stewart Robbins & Brown, LLC c/o William S. Robbins 620 Florida Street, Suite 100 Baton Rouge, LA Facsimile: (225) wrobbins@stewartrobbins.com 13.5 Business Days. If the time period for the performance of any act called for under this Agreement expires on a day other than a Business Day, said act may be performed on the next succeeding Business Day Recordation. Except for any documents to be recorded upon the Closing as provided in this Agreement, neither this Agreement, nor any memorandum of this Agreement, nor any other Lien or instrument of any nature shall be recorded by or on behalf of Buyer against the Assets U.S. Currency. All references in this Agreement to monetary figures shall refer to United States of America currency, unless otherwise expressly provided Time. In computing any period of time under this Agreement, the provisions of FED. R. BANKR. P. 9006(a) shall apply. Further, all references to a time of day, a day or a date are references to the time, day or date in New Orleans, LA, which is located in the Central Time Zone of the United States of America Negotiations. Negotiations leading up to this Agreement and all related discussions and negotiations shall be deemed to fall within the protection afforded by FED. R. EVID Any evidence of the terms of this Agreement or negotiations or discussions 18

32 Proposed Compromise Sale and Procedures Order with exhibits Page 32 of 144 associated with this Agreement shall be inadmissible in any action or proceeding for purposes of establishing any rights, duties or obligations of the Parties, except in: (i) a proceeding to obtain the Approval Order or (ii) an action or proceeding to enforce the terms of this Agreement. This Agreement is executed solely to avoid costs and risks of litigation in light of the facts and circumstances of this particular matter Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and the remainder of the provisions of this Agreement shall continue in full force and effect without impairment Time of the Essence. Time is of the essence in this Agreement. Notwithstanding any other provision in this Agreement, the Agreement must close no later than July 1, Waiver. The waiver by either party of a breach of any provision of this Agreement shall not be deemed a waiver of any subsequent breach whether of the same or another provision of this Agreement Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, administrators, executors, assigns and successors in interest. Notwithstanding the foregoing, this Agreement may not be assigned by Buyer without the prior written consent of Seller, which consent may be withheld in Seller's sole and absolute discretion. Notwithstanding the foregoing, Seller's consent shall not be required for an assignment of this Agreement by Buyer to an affiliate, related entity, or financial partner, or a newly created acquisition entity owned by Buyer or financial partner, provided that (i) Buyer delivers notice to Seller of such assignment not later than five (5) Business Days prior to the Closing Date, (ii) as a part of such assignment Seller receives reasonable guarantees or other assurances from Buyer or such assignee of the financial capacity to support the indemnities and other financial and non-financial obligations of Buyer under this Agreement, and (iii) the assignee accepts and assumes all obligations under this Agreement. An assignment hereunder coupled with the payment of the Deposit shall constitute a full release of Buyer and Buyer's obligations to perform hereunder, and Seller will look solely to the assignee in the event of a subsequent Default. Any assignment by Buyer in violation of this Section shall be void, shall be a default by Buyer and shall, without limiting Seller's other rights and remedies, give Seller the right, but not the obligation, to terminate this Agreement upon written notice to Buyer Amendments in Writing. The provisions of this Agreement may not be amended or altered except by a written instrument duly executed by each of the parties hereto Further Assurances. Subject to the terms and conditions of this Agreement and to any order of the Bankruptcy Court or any applicable provision of law, each of the parties shall execute such other and further documents and do such further acts as may be reasonably required to effectuate the intent of the parties and carry out the terms of this Agreement; provided, however, in no event shall Seller be obligated to take (or refrain from taking) any action requested by Buyer which (i) would require any order or approval of the Bankruptcy Court other than the Bidding Procedures Order and the Sale Consummation Order, (ii) would, in Seller's 19

33 Proposed Compromise Sale and Procedures Order with exhibits Page 33 of 144 opinion (based on Seller's sole and absolute discretion), expose Seller to liability to Buyer beyond that of Seller's express obligations under this Agreement, or expose Seller to liability to any third party; or (iii) materially increase the cost or expense to Seller of performing its duties and obligations under this Agreement or in connection with the Nevada Receivership Attorneys' Fees. In the event that either party hereto brings any action or files any proceedings in connection with the enforcement of its respective rights under this Agreement or as a consequence of any breach by the other party hereto of its obligations hereunder, the prevailing party in such action or proceeding shall be entitled to have all of its reasonable attorneys' fees and out-of-pocket expenditures, through appeal, paid by the non-prevailing party Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Signatures delivered via fax or electronic mail may be relied upon for all purposes as fully as original signatures Eastern District of Louisiana Jurisdiction. The U.S. District Court for the Eastern District of Louisiana shall have sole and exclusive jurisdiction to interpret and enforce the terms of this Agreement and Buyer hereby consents and submits to such exclusive jurisdiction No Personal Liability to the Trustee. The Parties agree that Ronald J. Hof, enters into this Agreement solely in his capacity as Chapter 7 trustee for the bankruptcy estate of Brennan's Inc., Case No , United States Bankruptcy Court for the Eastern District of Louisiana, and that Ronald J. Hoff shall have no personal liability for any obligations under this Agreement. All Claims arising out of this Agreement shall be payable by the Trustee only from property of the Estate. The provisions of this section shall survive the Closing and any termination of this Agreement Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA, WITHOUT REGARD TO ANY CHOICE OF LAW PRINCIPLES. IF A DIRECT CONFLICT IS FOUND BETWEEN THE PROVISIONS OF THIS AGREEMENT AND ANY MANDATORY, NON-WAIVABLE PROVISION OF THE LAWS OF THE STATE OF LOUISIANA, SUCH PROVISION OF THE LAWS OF THE STATE OF LOUISIANA SHALL CONTROL. IF ANY PROVISION OF THE LAWS OF THE STATE OF LOUISIANA PROVIDES THAT IT MAY BE VARIED OR SUPERSEDED OR OTHERWISE MODIFIED OR ALTERED BY AGREEMENT, SUCH PROVISION OF THE LAWS OF LOUISIANA SHALL BE DEEMED SUPERSEDED AND WAIVED IN ITS ENTIRETY IF THIS AGREEMENT CONTAINS A PROVISION ADDRESSING THE SAME ISSUE OR SUBJECT MATTER. IF ANY PROVISION OF THIS AGREEMENT OR THE APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCE IS HELD INVALID OR UNENFORCEABLE TO ANY EXTENT, SUCH UNENFORCEABILITY OR INVALIDITY WILL NOT RENDER THIS AGREEMENT UNENFORCEABLE OR INVALID AS A WHOLE AND, IN SUCH EVENT, SUCH PROVISION WILL BE CHANGED AND INTERPRETED SO AS TO BEST ACCOMPLISH THE OBJECTIVES OF SUCH UNENFORCEABLE OR INVALID PROVISION TO THE GREATEST EXTENT 20

34 Proposed Compromise Sale and Procedures Order with exhibits Page 34 of 144 PERMITTED BY THE LAWS OF THE STATE OF LOUISIANA OR APPLICABLE COURT DECISIONS. IN WITNESS WHEREOF, Seller has duly executed this Agreement as of the day of, SELLER: Ronald J. Hof, solely in his capacity as Chapter 7 trustee for the bankruptcy estate of Brennan's Inc., Case No , United States Bankruptcy Court for the Eastern District of Louisiana By: Ronald J. Hof, Chapter 7 Trustee IN WITNESS WHEREOF, Buyer has duly executed this Agreement as of the day of, BUYER:, a By: Name: Title: 21

35 Proposed Compromise Sale and Procedures Order with exhibits Page 35 of 144 Tradenames: Brennan s Trademarks: EXHIBIT A Mark Serial No. Registration No. Registration Date Brennan s /13/1973 Breakfast at Brennan s /13/1973 (Rooster) /10/1993 Mark Type App. S/N Reg. No. Reg. Date Applicant/ Registrant Status. BRENNAN'S Typed Drawing 72/379,407 0,955,404 3/13/73 Brennan's, Inc. Live BREAKFAST AT BRENNAN'S Typed Drawing 72/379,406 0,955,403 3/13/73 Brennan's, Inc. Live Rooster Design Only 74/340,685 1,787,243 8/10/93 Brennan's, Inc. Live Rooster Rooster Design Only 72/379,408 0,928,452 2/1/72 Brennan's, Inc. Expired 1/4/92 Design Only 73/651,509, Applied for 3/26/87 N/A N/A Brennan's, Inc. Dead - Abandoned 1/17/89 Brennan's (italicized) Styalized words 73/651,510, Applied for 3/26/87 N/A N/A Brennan's Inc. Dead - Abandoned 1/17/89)

36 Proposed Compromise Sale and Procedures Order with exhibits Page 36 of 144 EXHIBIT A-1 Wine Inventory (Part of Assets)

37 Proposed Compromise Sale and Procedures Order with exhibits Page 37 of 144 EXHIBIT A-2 Excluded Wine Inventory (Not Part of Assets)

38 Proposed Compromise Sale and Procedures Order with exhibits Page 38 of 144 EXHIBIT B Bidding Procedures (To be included once approved)

39 Proposed Compromise Sale and Procedures Order with exhibits Page 39 of 144 EXHIBIT C Form Bill of Sale

40 Proposed Compromise Sale and Procedures Order with exhibits Page 40 of 144 BILL OF SALE AND ASSIGNMENT AGREEMENT This Bill of Sale and Assignment Agreement ( Agreement ) is made and entered into as of, 2014 (the Effective Date ) by and between a [name][entity description] ("Buyer") and Ronald J. Hof, solely in his capacity as Chapter 7 Trustee for the Bankruptcy Estate of Brennan's Inc., Case No , United States Bankruptcy Court, Eastern District of Louisiana ("Seller"). The Seller and the Buyer are sometimes referred to collectively herein as the Parties and individually as a Party. RECITALS WHEREAS, pursuant to the Purchase and Sale Agreement dated, 2014, between the Seller and the Buyer, as amended, modified or supplemented from time to time (the Purchase Agreement"), the Seller has agreed to sell to the Buyer those assets used in the Brenna s Business, more specifically described and limited to all existing (a) furniture, (b) fixtures, (c) equipment, (d) artwork, (e) restaurant memorabilia, (f) wine, (g) customer lists, (h) employee lists, (i) AOL account with three (3) years worth of customer activity, (j) (j) websites, Internet domain names, and other Internet addresses, and user names, accounts, pages, and online identities, including, but not limited to, and the Twitter (k) menus, and (l) recipes (the "Assets"); and WHEREAS, pursuant to the Purchase Agreement, the Buyer has agreed to purchase the Assets from the Seller; and WHEREAS, the Parties hereto wish to enter into this Agreement for the purpose of causing the transfer of ownership of the Assets from the Seller to the Buyer. AGREEMENT NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: Section 1 Assignment and Sale. Effective as of the Effective Date, the Seller hereby grants, bargains, sells, assigns, transfers and conveys unto the Buyer, its successors and assigns, all of its legal and beneficial right, title and interest in and to the

41 Proposed Compromise Sale and Procedures Order with exhibits Page 41 of 144 Assets, and Buyer hereby purchases the foregoing Assets. Seller and Buyer acknowledge that they are bound by the terms and conditions in the Purchase Agreement and that this Bill of Sale and Assignment is entered to consummate the transactions contemplated in the Purchase Agreement, and shall in no way operate as a limitation on the terms and conditions therein. Section 2 Further Assurances. Subject to the terms and conditions of the Purchase Agreement, each of the Parties will use their best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary to consummate and make effective the transfer of the Assets hereunder. From time to time after the date hereof, Seller will execute and deliver such instruments and documents to Buyer as Buyer may reasonably request in order to more effectively vest in Buyer good title to the Assets. Section 3 Governing Law; Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Louisiana without regard to its principles of conflicts of laws. Section 4 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures on this Agreement shall be as effective as original signatures on this Agreement. Section 5 Amendments. This Agreement may not be amended without the express written consent of both Parties. [SIGNATURE PAGE TO FOLLOW]

42 Proposed Compromise Sale and Procedures Order with exhibits Page 42 of 144 [SIGNATURE PAGE TO BILL OF SALE AND ASSIGNMENT BETWEEN AND RONALD J. HOF, SOLELY IN HIS CAPACITY AS CHAPTER 7 TRUSTEE FOR THE BANKRUPTCY ESTATE OF BRENNAN'S INC., CASE NO , UNITED STATES BANKRUPTCY COURT, EASTERN DISTRICT OF LOUISIANA DATED 2014] IN WITNESS WHEREOF, the Parties have caused this Bill of Sale and Assignment to be executed and delivered and to be effective as of the Effective Date. BUYER: [name] By: Printed Name: Title: SELLER: Ronald J. Hof, solely in his capacity as Chapter 7 trustee for the bankruptcy estate of Brennan's Inc., Case No , United States Bankruptcy Court for the Eastern District of Louisiana

43 Proposed Compromise Sale and Procedures Order with exhibits Page 43 of 144 EXHIBIT D Form Trademark and Goodwill Assignment

44 Proposed Compromise Sale and Procedures Order with exhibits Page 44 of 144 TRADEMARK AND GOODWILL ASSIGNMENT AGREEMENT This Trademark and Goodwill Assignment Agreement ( Agreement ) is made and entered into as of, 2014 (the Effective Date ) by and between [name], a [entity description] ("Buyer") and Ronald J. Hof, solely in his capacity as Chapter 7 Trustee for the Bankruptcy Estate of Brennan's Inc., Case No , United States Bankruptcy Court, Eastern District of Louisiana ("Seller"). The Seller and the Buyer are sometimes referred to collectively herein as the Parties and individually as a Party. RECITALS WHEREAS, pursuant to the Purchase and Sale Agreement dated, 2014, between the Seller and the Buyer, as amended, modified or supplemented from time to time (the Purchase Agreement"), the Seller has agreed to sell to the Buyer all of its Tradenames, Trademarks, and service marks (whether registered, applied for, or used under common law), including the Goodwill, and all rights and proceeds associated therewith; and WHEREAS, Seller desires to assign to Buyer all of its worldwide right, title and interest, whether protected, created or arising under the Laws of the United States or any other jurisdiction, to its trade names, trademarks, and service marks, trade dress, logos, slogans and all other devices used to identify the Brennan s restaurant formerly operated at 417 Royal Street, New Orleans, LA, whether registered or unregistered or at common law, including all applications, registrations and renewals in connection therewith, and all goodwill associated with any of the foregoing, including but not limited to the tradenames, federal registrations, and federal applications set forth in Exhibit A attached hereto (collectively, Trademarks ); and WHEREAS, the Seller is the sole and rightful owner of the Trademarks; and WHEREAS, the Buyer desires to purchase or acquire the Seller's right, title, and interest in and to the Trademarks; and WHEREAS, pursuant to the Purchase Agreement, the Buyer has agreed to purchase the Trademarks from the Seller, and the Seller has agreed to assign the Trademarks to the Buyer; and WHEREAS, the Parties hereto wish to enter into this Agreement for the purpose of causing the transfer of ownership and assignment of the Trademarks from the Seller

45 Proposed Compromise Sale and Procedures Order with exhibits Page 45 of 144 to the Buyer. AGREEMENT NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: Section 1 Assignment and Sale. Effective as of the Effective Date, the Seller does hereby sell, assign, transfer and set over to Buyer all of its right, title, and interest in and to the Trademarks in the United States and all jurisdictions outside the United States including, without limitation, the ongoing and existing portion of the Seller's business associated with the Trademarks, together with the goodwill of the business connected with and symbolized by the Trademarks (including, without limitation, the right to sue and recover for any past or continuing infringements or contract breaches related to the Trademarks, the right to renew any registrations included in the Trademarks, the right to apply for trademark registrations within or outside the United States based in whole or in part upon the Trademarks, and any priority right that may arise from the Trademarks), the same to be held and enjoyed by Buyer as fully and entirely as said interest could have been held and enjoyed by Seller had this sale, assignment, transfer and conveyance not been made. The Seller authorizes the United States Patent and Trademark Office and any other applicable jurisdictions outside the United States to record the transfer of the registrations and/or registration applications set forth in Exhibit A to Buyer as recipient of Sellers entire right, title and interest therein. Seller further agrees to upon the request and at the expense of Buyer: (a) cooperate with Buyer in the protection of the trademark rights and prosecution and protection of foreign counterparts; (b) execute, verify, acknowledge and deliver all such further papers, including registration applications and instruments of transfer; and (c) perform such other acts as Buyer lawfully may request to obtain or maintain the Trademarks and any and all applications and registrations for the Trademarks. Section 2 Further Assurances. Subject to the terms and conditions of the Purchase Agreement, each of the Parties will use their best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary to consummate and make effective the transfer of the Trademarks hereunder, including without limitation the filing of assignments with the United Stated Patent and Trademark Office

46 Proposed Compromise Sale and Procedures Order with exhibits Page 46 of 144 and other applicable federal or state governmental agencies, or the taking of other actions necessary or advisable, to transfer all registered Trademarks to Buyer s name, including without limitation those set forth in any exhibit or schedule hereto, and to provide whatever information or documentation is requested by Buyer with respect to the Trademarks.. From time to time after the date hereof, Seller will execute and deliver such instruments and documents to Buyer as Buyer may reasonably request in order to more effectively vest in Buyer good title to the Trademarks. Section 3 Governing Law; Venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Louisiana without regard to its principles of conflicts of laws. Section 4 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures on this Agreement shall be as effective as original signatures on this Agreement. Section 5 Amendments. This Agreement may not be amended without the express written consent of both Parties. [SIGNATURE PAGE TO FOLLOW]

47 Proposed Compromise Sale and Procedures Order with exhibits Page 47 of 144 [SIGNATURE PAGE TO BILL OF SALE AND ASSIGNMENT BETWEEN AND RONALD J. HOF, SOLELY IN HIS CAPACITY AS CHAPTER 7 TRUSTEE FOR THE BANKRUPTCY ESTATE OF BRENNAN'S INC., CASE NO , UNITED STATES BANKRUPTCY COURT, EASTERN DISTRICT OF LOUISIANA DATED 2014] IN WITNESS WHEREOF, the Parties have caused this Trademark and Goodwill Assignment to be executed and delivered and to be effective as of the Effective Date. BUYER: [name] By: Printed Name: Title: SELLER: Ronald J. Hof, solely in his capacity as Chapter 7 trustee for the bankruptcy estate of Brennan's Inc., Case No , United States Bankruptcy Court for the Eastern District of Louisiana

48 Proposed Compromise Sale and Procedures Order with exhibits Page 48 of 144 Tradenames: Brennan s Trademarks: EXHIBIT A Mark Serial No. Registration No. Registration Date Brennan s /13/1973 Breakfast at Brennan s /13/1973 (Rooster) /10/1993 Mark Type App. S/N Reg. No. Reg. Date Applicant/ Registrant Status. BRENNAN'S Typed Drawing 72/379,407 0,955,404 3/13/73 Brennan's, Inc. Live BREAKFAST AT BRENNAN'S Typed Drawing 72/379,406 0,955,403 3/13/73 Brennan's, Inc. Live Rooster Design Only 74/340,685 1,787,243 8/10/93 Brennan's, Inc. Live Rooster Rooster Design Only 72/379,408 0,928,452 2/1/72 Brennan's, Inc. Expired 1/4/92 Design Only 73/651,509, Applied for 3/26/87 N/A N/A Brennan's, Inc. Dead - Abandoned 1/17/89 Brennan's (italicized) Styalized words 73/651,510, Applied for 3/26/87 N/A N/A Brennan's Inc. Dead - Abandoned 1/17/89)

49 Proposed Compromise Sale and Procedures Order with exhibits Page 49 of 144 EXHIBIT T-1C BIDDING PROCEDURES 1

50 Proposed Compromise Sale and Procedures Order with exhibits Page 50 of 144 BIDDING PROCEDURES FOR ASSETS OF BRENNAN S INC. The following procedures (the Bidding Procedures ) shall govern the sale of the assets of Brennan s Inc., (the Debtor ) pursuant to a sale process (the Auction ) approved by the United States Bankruptcy Court for the Eastern District of Louisiana (the Bankruptcy Court ). To the extent not specifically defined herein, all capitalized terms shall have that meaning assigned to them in the Overbid PSA (defined below). 1. Property to be Sold. The property to be sold consists of those Assets more specifically described in the Purchase and Sale Agreement. The sale of the Assets is subject to a determination at hearing by the Bankruptcy Court of which entity has submitted the highest or otherwise best bid pursuant to the procedures set forth herein at the Sale Consummation Hearing. 2. Due Diligence. The sale process will be supervised and managed by Ron J. Hof, the Chapter 7 Trustee. The Chapter 7 Trustee may be assisted and advised in the conduct of the sale process described in these Bidding Procedures by a professional or professionals (the Advisor or Advisors ). Upon receipt by William S. Robbins, Stewart Robbins and Brown, 620 Florida St., Suite 100, Baton Rouge, LA 70801, wrobbins@stewartrobbins.com, of evidence satisfactory to the Chapter 7 Trustee that a potential bidder is reasonably likely to be able to consummate a purchase of the Assets and satisfy each of sub-paragraphs (a) and (b) of Paragraph 3 below in form and substance satisfactory to the Chapter 7 Trustee in his sole discretion, a potential bidder shall be provided with additional information regarding the Assets and be afforded the opportunity to inspect the Assets. In addition, all reasonable efforts will be made to provide a potential bidder who has satisfied the conditions of this Section with information as any such potential bidder may determine is necessary or relevant to the formulation of its bid, provided however that potential bidders shall be solely responsible for their own due diligence and neither the Chapter 7 Trustee, or any of his employees, agents or professionals, including counsel and Advisors shall have any liability to any bidder or purchaser in connection therewith or related thereto. 3. Qualified Bidders. a. A potential bidder that has satisfied the requirements set forth in Paragraph 3 b. below by the Bid Deadline (defined below) in Section and that the Chapter 7 Trustee determines, in his sole discretion (or the Bankruptcy Court determines, in the event of a dispute), is reasonably likely to consummate a purchase of Assets shall be considered a Qualified Bidder, and may participate in the Auction. b. Unless otherwise ordered by the Bankruptcy Court, no bid for the Assets will be considered unless prior to or in conjunction with making such bid, the bidder delivers the following items to William S. Robbins, Stewart Robbins and Brown, 620 Florida St., Suite 100, Baton Rouge, LA 70801, wrobbins@stewartrobbins.com: 2

51 Proposed Compromise Sale and Procedures Order with exhibits Page 51 of 144 i. Financial disclosure that is acceptable to, and as requested by the Chapter 7 Trustee in his sole discretion, and that demonstrates the financial capability of the bidder to consummate the proposed purchase of Assets. ii. Evidence that the bidder has internal authorization and approval necessary to make a bid and consummate a sale without the consent of any entity that has not already been obtained. iii. A good faith Deposit in immediately available funds in the amount of one hundred fifty thousand ($150,000.00) dollars, which shall be made payable to and delivered to Stewart Robbins & Brown LLC, 620 Florida Street, Suite 100, Baton Rouge, LA ( SRB ), the Chapter 7 Trustee s bankruptcy counsel, by no later than the Bid Deadline (as defined below) (or such later date agreed to by the Chapter 7 Trustee in his sole discretion). All Deposits will be nonrefundable to a Qualified Bidder in the event such bidder s bid is approved by the Bankruptcy Court at the Sale Consummation Hearing as the highest or otherwise best offer and such bidder fails to close on the purchase of the Assets for any reason. The Deposit of a Successful Bidder will be applied against the purchase price at the closing. Within five (5) days following the entry of the Sale Consummation Order, SRB will return the Deposit (without interest) of any bidder (except the Backup Bidder) that is not selected as a Successful Bidder (or Back Up Bidder) at the Sale Consummation Hearing. iv. An acknowledgement that the bid be irrevocable until five (5) business days after the later of the approval of the bid or back-up bid by the Bankruptcy Court at the Sale Consummation Hearing and the closing of such sale with regard to the Assets. v. An acknowledgement that the bidder (i) will not request or be entitled to any substantial contribution claim under Bankruptcy Code 503, or any breakup fee, termination fee, expense reimbursement or similar type of payment from the estate or the Chapter 7 Trustee in any way related to or arising from the submission of its Bid, or the Bidding Procedures, or the sale of the Assets, and (ii) irrevocably waives the right to file and/or be paid a substantial contribution claim under Bankruptcy Code 503 or any related breakup fee, termination fee, expense reimbursement or similar type of payment from the estate or the Chapter 7 Trustee in any way related to or arising from to the submission of its Bid, or the Bidding Procedures, or the sale of the Assets. However, 417 Royal Street, as the Initial Bidder (defined below), shall be entitled to a breakup fee in the amount of $40,000 if it is not the Successful Bidder. c. 417 Royal Street LLC (the Initial Bidder ) shall be predesignated as a Qualified Bidder, and pursuant to the Purchase and Sale Agreement executed by the Initial Bidder (the Initial PSA ) its initial bid shall be valued at $3,000, d. There will be no credit bidding by Secured Creditors on Assets at the Auction under 11 U.S.C. Section 363(k). Should the Bankruptcy Court allow a Secured Creditor to credit bid, such credit bids shall be subject to the payment in cash at Closing to the Chapter 7 Trustee of the costs of preserving, operating and disposing of the Assets in an amount (i) agreed to in writing by the Chapter 7 Trustee, or (ii) in the event of a dispute with respect to such amount, in an amount established by the Court, in such event prior to the Secured 3

52 Proposed Compromise Sale and Procedures Order with exhibits Page 52 of 144 Lender making any such credit bid. Any Secured Lender credit bidding pursuant to this Paragraph 2 c. shall be subject to the provisions of Paragraph 3(b), except as otherwise ordered by the Bankruptcy Court. Secured Lenders credit bidding pursuant to this Paragraph 2c. are not required to make such credit bids by the Bid Deadline and may credit bid as provided herein at and during the Auction. The Chapter 7 Trustee may require in his discretion that any credit bids made at the Auction be reduced to writing and contain such terms and conditions, including one or more of those set forth in Paragraph 5 hereof, entitled Form and Content of Bid, as the Chapter 7 Trustee deems necessary and prudent in his discretion to protect the estate and the integrity of the auction process. 4. Time for Submission of Bids. Any Qualified Bidder other than the Initial Bidder that desires to participate in the Auction (as defined below) shall deliver a written bid no later than 3:00 p.m. (Central Prevailing Time) on, 2014 (the Bid Deadline ) by to William S. Robbins, Stewart Robbins and Brown, 620 Florida St., Suite 100, Baton Rouge, LA 70801, wrobbins@stewartrobbins.com. The Chapter 7 Trustee may extend the Bid Deadline for any Qualified Bidder to participate in the Auction, at his own discretion, but shall have no obligation to do so. 5. Form and Content of Bids. Other than the Initial Bidder, to constitute a Qualified Bid, a bid must be made by a Qualified Bidder, provide for payment in cash or other consideration at the Closing of at least $3,075, (other than with respect to any credit bid described in Paragraph 3.c.), and must be made using the attached Overbid Purchase and Sale Agreement (the Overbid PSA ). The only derivations allowed from the Overbid PSA are as to the name of the potential purchaser and amount of offer to be acquired (the Marked Agreement ). The Marked Agreement shall be accompanied by the following two (2) acknowledgements: a. That the bidder (i) will not request or be entitled to any substantial contribution claim under Bankruptcy Code 503, or any breakup fee, termination fee, expense reimbursement or similar type of payment from the estate or the Chapter 7 Trustee in any way related to or arising from the submission of its Bid, or the Bidding Procedures, or the sale of the Assets, and (ii) irrevocably waives the right to file and/or be paid a substantial contribution claim under Bankruptcy Code 503 or any related breakup fee, termination fee, expense reimbursement or similar type of payment from the estate or the Chapter 7 Trustee in any way related to or arising from to the submission of its Bid, or the Bidding Procedures, or the sale of the Assets. b. That the Marked Agreement is not conditioned on obtaining financing or any internal approval, or on the outcome or review of due diligence that has not been satisfied as of the time of the Auction (defined herein) but may be subject to the accuracy in material respects of specified representations and warranties or the satisfaction in all material respects at the closing of specified conditions, none of which shall be materially more burdensome than those set forth in the Overbid PSA. 4

53 Proposed Compromise Sale and Procedures Order with exhibits Page 53 of Notification of Opening Bid. The Trustee will identify the bid or bids that the Chapter 7 Trustee determines, in his discretion, to be the highest or otherwise best bid and shall announce such bid to those Qualified Bidders appearing at the auction (the Leading Bid(s) ). 7. The Auction. a. An auction to consider any competing Qualified Bids will be held in open court on, 2014, at :00 o clock.m. Central Prevailing Time. Each Qualified Bidder may participate in the Auction except as otherwise determined by the Chapter 7 Trustee. Only Qualified Bidders who have submitted a Qualified Bid will be eligible to participate at the Auction. b. At the start of the Auction, the Chapter 7 Trustee shall announce the Leading Bid and will then open the auction seeking higher bids. All bids made after selection of the Leading Bid shall be in minimal increments of $75, ( Overbids ). c. Qualified Bidders may attend the Auction in person or through an authorized representative or agent with actual authority to participate in the Auction and bind such Qualified Bidder and any bid or offer made during the Auction by any attorney or agent for a Qualified Bidder shall be binding on the Qualified Bidder. During the Auction, any Qualified Bidder may increase its Qualified Bid by making another Qualified Bid: 8. Selection of the Successful Bidder. The Trustee or Court will continue the Auction until he believes in the exercise of his discretion that he has obtained the highest and best bids for the Assets. Upon conclusion of the Auction, the bidding will be closed, and the Chapter 7 Trustee shall review each Qualified Bid and promptly identify the highest, best, financial or otherwise superior offers for the Assets (the Successful Bid and Successful Bidder ), and, if the Chapter 7 Trustee deems it appropriate, in his discretion, the next highest or otherwise best offer after the Successful Bid (the Backup Bid and Backup Bidder), advise the Qualified Bidders of such determination, and file a notice or pleading in the record of the Bankruptcy Court as provided below seeking Bankruptcy Court approval of his selection of the Successful Bid and any Back Up Bid and for an order approving the sale of Assets. 9. Court Approval of Sale of Assets. Immediately after the Auction, the Chapter 7 Trustee will submit to the Bankruptcy Court the Qualified Bid or Overbid that the Chapter 7 Trustee believes constitute the highest or otherwise best bid for the Assets in order for the Court to determine the highest or otherwise best offers. The Bankruptcy Court will then enter the Sale Consummation Order authorizing and approving the Sale and Purchase Agreement of the Successful Bidder (and approving the Backup Bidder). The sale of the Assets shall be on an "as is, where is" basis and without representations or warranties of any kind, nature, or description by the Seller, its agents, or its estate except to the extent set forth in the Overbid PSA. The Sale Order and Overbid PSA (or Initial PSA if applicable) shall provide a deadline for the closing of the Sale of Assets within five (5) business days. Each Qualified Bidder shall be deemed to acknowledge and represent that it has had an opportunity to conduct any and all due diligence regarding the Assets prior to making its offer, that it has relied solely upon its own independent review, investigation, and/or inspection of any documents and/or the Assets in 5

54 Proposed Compromise Sale and Procedures Order with exhibits Page 54 of 144 making its bid, and that it did not rely upon any written or oral statements, representations, promises, warranties, or guaranties whatsoever, whether express, implied, by operation of law or otherwise, regarding the Assets, or the completeness of any information provided in connection therewith or the Auction, except as expressly stated in these Bidding Procedures. 10. Failure to Consummate Purchase. The Bankruptcy Court may register the second highest bid of the Backup Bidder, whose asset purchase agreement shall be a binding contract with the Chapter 7 Trustee and shall close in the event the Successful Bidder fails to timely consummate the acquisition of the Assets in accordance with the provisions described above and in the Compromise, Sale and Procedures Order. Any closing with the Backup Bidder shall occur within five (5) days of notification from the Debtors that the Successful Bidder failed to close by the deadline for Closing as provided by the Sale Order and Overbid PSA (or Initial PSA if applicable). 11. Business Judgment of the Chapter 7 Trustee. Except as otherwise specifically provided herein, the Chapter 7 Trustee, in his sole discretion, reserves the right to (a) determine whether each Marked Agreement is acceptable; (b) determine which Qualified Bid constitutes the highest or otherwise best offer; (c) reject at any time prior to entry of an order of the Bankruptcy Court approving the sale to the Successful Bidder, any bid which the Chapter 7 Trustee deems to be (i) inadequate or insufficient, or (ii) not in conformity with the requirements of the Bankruptcy Code or the Bidding Procedures; and/or modify these Bidding Procedures in any manner that is not otherwise inconsistent with any order of the Bankruptcy Court. Furthermore, based upon the Qualified Bids received, the number of Qualified Bidders participating, and such other information the Chapter 7 Trustee 7 determines is relevant, the Chapter 7 Trustee 7 may, except as otherwise specifically provided herein, adopt such other rules for conducting the Auction, that, in the Chapter 7 Trustee s business judgment, will better promote the goals of the bidding process and that are not inconsistent with the Bankruptcy Code or any order of the Bankruptcy Court. 12. Consent to Jurisdiction as Condition to Bidding. All Bidders shall be deemed to have consented to the core jurisdiction of the Bankruptcy Court and the entry of final orders by the Bankruptcy Court in connection with any disputes relating to the Bidding Procedures and the Auction and waived any right to a jury trial with respect thereto. 13. Other Terms of the Auction. The Chapter 7 Trustee reserves the right, in its discretion, to make adjustments in the Auction Procedures to, among other things: (A) facilitate discussions between the Chapter 7 Trustee and individual Qualified Bidders; (B) allow individual Qualified Bidders to consider how they wish to proceed, and (C) make adjustments or modifications to the Bid and Auction procedure. Notwithstanding any contrary language in these Bidding Procedures, should the Assets be sold to a party other than the Initial Bidder, 417 Royal Street LLC, through these Bidding Procedures, 417 Royal Street LLC shall be entitled to a $40, break-up fee. END OF BIDDING PROCEDURES 6

55 Proposed Compromise Sale and Procedures Order with exhibits Page 55 of 144 EXHIBIT 1 OVERBID PURCHASE AND SALE AGREEMENT 7

56 Proposed Compromise Sale and Procedures Order with exhibits Page 56 of 144 PURCHASE AND SALE AGREEMENT (OVERBID) THIS PURCHASE AND SALE AGREEMENT (OVERBID) (this Agreement ) is made and entered into on the date(s) indicated below, by and between [name], a [entity description], and/or its assignee hereinafter referred to as Buyer, and Ronald J. Hof, solely in his capacity as Chapter 7 Trustee for the Bankruptcy Estate of Brennan's Inc., Case No , United States Bankruptcy Court, Eastern District of Louisiana, hereinafter referred to as Seller. RECITALS WHEREAS, Sysco New Orleans LLC, G.H. Leidenheimer Baking Co., LTD, and Dorignac's Food Center, L.L.C. filed an involuntary bankruptcy petition against Brennan's Inc. on October 28, 2103 ( Bankruptcy Case ). WHEREAS, the Bankruptcy Court entered the Order for Relief on December 5, WHEREAS, On December 5, 2013, Ronald J. Hof was appointed the interim Chapter 7 trustee for the Bankruptcy Estate of Brennan s Inc. in the bankruptcy ( Estate ). WHEREAS, Ronald J. Hof qualified as the permanent Chapter 7 trustee on January 23, WHEREAS, Ronald J. Hof, in his capacity as the Chapter 7 trustee for the Estate is solely and exclusively authorized and empowered to exercise control over property of the Estate. WHEREAS, prior to the Bankruptcy Case, Brennan s Inc. operated the Brennan s Business and was the sole and rightful owner of the Assets. WHEREAS, the Assets are property of the Estate. WHEREAS, the Buyer desires to purchase or acquire the Seller s right, title, and interest in and to the Assets on the terms and subject to the conditions set forth below and subject to the approval of the Bankruptcy Court. NOW, THEREFORE, in consideration of the mutual covenants, representations and provisions contained herein, the parties hereby agree as follows: 1. Defined Terms. 1.1 Defined Terms. The terms defined above shall have the meanings set forth above. Additionally, the following terms shall have the following designated meanings: "Agreement" means this Agreement, including any exhibits and schedules attached hereto. 8

57 Proposed Compromise Sale and Procedures Order with exhibits Page 57 of 144 Assets means the those assets used in the Brennan s Business, more specifically described and limited to all existing (a) furniture, (b) fixtures, (c) equipment, (d) artwork, (e) restaurant memorabilia, (f) wine, (g) customer lists, (h) employee lists, (i) AOL account with three (3) years worth of customer activity, (j) websites, Internet domain names, and other Internet addresses, and user names, accounts, pages, and online identities, including, but not limited to, and the Twitter (k) menus, (l) recipes, and (m) Tradenames, Trademarks, and service marks (whether registered, applied for, or used under common law), including the Goodwill, and all rights and proceeds associated therewith (excluding certain Excluded Assets described below). "Backup Bidder" has the meaning set forth in Section 3.6 below. "Bankruptcy Code" means Title 11 of the United States Code, 11 U.S.C. 101 et seq., as now in effect or hereafter amended. "Bankruptcy Court" means the United States Bankruptcy Court for the Eastern District of Louisiana. "Bankruptcy Rules" means the Federal Rules of Bankruptcy Procedure, FED. R. BANKR. P et seq., as promulgated under 28 U.S.C. 2075, and the Federal Rules of Civil Procedure, FED. R. CIV. P. 1 et seq., and the Local Rules of the Bankruptcy Court, as applicable to the Bankruptcy Case, and as now in effect or hereafter amended. "Bidding Procedures" has the meaning set forth in Section 3.1 below. "Brennan's Claims" means Brennan's Claims, LLC, and includes any of its agents, examiners, associates, partners, members, managers, directors, officers, employees, contractors, subcontractors, servants, deputies, assistants, attorneys, accountants, investigators, advisors, consultants and any Person or entity acting on its behalf whether authorized to do so or not. Brennan s Business means the restaurant business formerly operated by the Debtor at 417 Royal St., New Orleans, LA. "Business Day" means any day other than a Saturday, a Sunday, "legal holidays" (as defined under Bankruptcy Rule 9006(a)), or any other day on which banking institutions in New Orleans, LA are required or authorized to close by law or executive order. "Buyer's Diligence" has the meaning set forth in Section 5.1 below. "Buyer's Related Persons" means, individually and collectively, Buyer's shareholders, members, constituent partners, parent, subsidiary and affiliated entities, partners, members, consultants, contractors, sureties, insurers, attorneys, agents, successors and assigns and the members, managers, directors, officers, and employees of each of the foregoing. "Cash" means legal tender of the United States of America, cash equivalents, and readily marketable securities or instruments, including bank deposits, accounts, certified or cashier's checks, timed certificates of deposit issued by any bank, commercial paper, and readily 9

58 Proposed Compromise Sale and Procedures Order with exhibits Page 58 of 144 marketable direct obligations of the United States of America or agencies or instrumentalities thereof. "Claim" means any debt or obligation arising in any way in connection with any acts of the Debtor, the Debtor's past or present shareholders, or the Debtor's estate, and any claims, obligations, demands, guaranties, options, rights, contractual commitments, executory contracts, unexpired leases, employment agreements, restrictions, rights of lesion beyond moiety, tort claims, product liability claims, interests and matters of any kind and nature whatsoever whether such Claims are known or unknown, secured or unsecured or in the nature of setoff or recoupment, choate or inchoate, filed or unfiled, asserted or unasserted, scheduled or unscheduled, noticed or unnoticed, directly or indirectly assertable, recorded or unrecorded, perfected or unperfected, allowed or disallowed, assessed or unassessed, contingent or noncontingent, liquidated or unliquidated, matured or unmatured, material or non-material, disputed or undisputed, whether arising prior to or subsequent to the Petition Date, and whether imposed by agreement, understanding, law, equity, or otherwise, including claims otherwise arising under doctrines of successor liability. "Closing" means the consummation of the purchase and sale of the Assets as contemplated by this Agreement. "Closing Date" mean the date of the Closing, which shall be a date no later than five (5) days following the Sale Consummation Order. "Competing Bid" has the meaning set forth in Section 3.8 below. Compromise, Sale and Procedures Order" has the meaning set forth in Section 3.1 below. "Debtor" or "Brennan's Inc." means Brennan's Inc., whether before, on or after the Petition Date, and includes any of its agents, examiners, associates, partners, members, managers, directors, officers, employees, contractors, subcontractors, servants, deputies, assistants, attorneys, accountants, investigators, advisors, consultants and any Person or entity acting on its behalf whether authorized to do so or not. "Deposit" has the meaning set forth in Section 2.2 below, together with any and all interest accrued on such amount. Excluded Assets shall mean (i) cash on hand or in any account as of the Closing (ii) accounts receivable existing or arising prior to the Closing, (iii) claims of Seller against any person or entity existing or arising prior to the Closing; (iv) claims of the Trustee in the Bankruptcy Case, including without limitation those under Section 544, 547 and/or 548; (v) excluded wine set forth on Exhibit A-2; (vi) business records; and (vii) any other tangible or intangible property not utilized in the Brennan s Business "Estate" means the bankruptcy estate of Brennan's Inc. created upon the commencement of the Petition Date pursuant to Bankruptcy Code 541, or thereafter acquired as provided in Bankruptcy Code 541 or any other applicable section of the Bankruptcy Code. 10

59 Proposed Compromise Sale and Procedures Order with exhibits Page 59 of 144 "Final Order" means an order of the Bankruptcy Court or court of competent jurisdiction which, not having been stayed by order of a court of competent jurisdiction, has become conclusive of all matters adjudicated thereby and is in full force and effect. Goodwill means the goodwill associated and/or connected with the Brennan s Business, its reputation, and patronage, including all goodwill related to the Trademarks (including, without limitation, the right to sue and recover for any past or continuing infringements or contract breaches related to the Trademarks, the right to renew any registrations included in the Trademarks, the right to apply for trademark registrations within or outside the United States based in whole or in part upon the Trademarks, and any priority right that may arise from the Trademarks). "Governmental Agencies" means the United States of America, a State, a Commonwealth, a District, a Territory, a municipality or a foreign state, and includes any department, agency or instrumentality of thereof. "Interests" means obligations of any nature or kind whatsoever, including any successor, transferee or similar liability, whether such Interests are known or unknown, secured or unsecured or in the nature of setoff or recoupment, choate or inchoate, filed or unfiled, asserted or unasserted, scheduled or unscheduled, noticed or unnoticed, directly or indirectly assertable, recorded or unrecorded, perfected or unperfected, allowed or disallowed, assessed or unassessed, contingent or non-contingent, liquidated or unliquidated, matured or unmatured, material or nonmaterial, disputed or undisputed, whether arising prior to or subsequent to the Petition Date, and whether imposed by agreement, understanding, law, equity, or otherwise, including claims otherwise arising under doctrines of successor liability. "Liens" means any mortgages, security interests, privileges, conditional sale or other title retention agreements, pledges, liens (as such term is defined by Bankruptcy Code 101(5)), judgments, demands, encumbrances, taxes and any similar interests of any kind or nature whatsoever, whether such Liens are known or unknown, secured or unsecured or in the nature of setoff or recoupment, choate or inchoate, filed or unfiled, asserted or unasserted, scheduled or unscheduled, noticed or unnoticed, directly or indirectly assertable, recorded or unrecorded, perfected or unperfected, allowed or disallowed, assessed or unassessed, contingent or noncontingent, liquidated or unliquidated, matured or unmatured, material or non-material, disputed or undisputed, whether arising prior to or subsequent to the Petition Date, and whether imposed by agreement, understanding, law, equity, or otherwise, including claims otherwise arising under doctrines of successor liability. "Sale Consummation Hearing" has the meaning set forth in Section 3.3 below. "Sale Consummation Order" has the meaning set forth in Section 3.3 below. "Compromise, Sale and Procedures Motion" means the motion to be filed by Seller as contemplated in Section 3.1 below. Secured Creditor shall mean a party who asserts a security interest (whether valid or not) in any of the Assets. 11

60 Proposed Compromise Sale and Procedures Order with exhibits Page 60 of 144 "Seller's Actual Knowledge" means the actual knowledge of the Trustee as of the date of this Agreement, without imputation of actual or constructive knowledge from any other persons or sources and without any express or implied duty to undertake any investigation, inspection or inquiry. "Seller's Related Persons" means, individually and collectively, Seller's consultants, contractors, sureties, insurers, attorneys, agents, successors and assigns and the members, managers, directors, officers, and employees of each of the foregoing. "Successful Bid" means the one offer that Seller determines, subject to Bankruptcy Court approval, is the highest or best offer from among the bids submitted at the Overbid Hearing. "Successful Bidder" means the bidder at the Overbid Hearing who submits a Successful Bid; provided, however, that in the event no bid is made with respect to the Assets, then Buyer shall be deemed for all purposes to be the Successful Bidder with respect to such Assets. Trademarks means all trademarks and service marks (whether registered, applied for, or used under common law), including the goodwill of the business associated with such trade names, trademarks, service marks, and all rights and proceeds associated therewith, together with any associated trade dress, including but not limited to the federally registered trademarks and applications described in Exhibit A. Tradenames means Seller s tradenames, including without limitation as described in Exhibit A to this Agreement. "Trustee" means Ronald J. Hof in his capacity as the Chapter 7 trustee for the Estate, and any successor trustee. 2. Purchase and Sale; Payment of Purchase Price 2.1 Purchase and Sale. In consideration of the following: a. $ in cash; and b. [describe any additional noncash consideration]; or such other amount as bid in open Bankruptcy Court (the "Purchase Price") as and when required by this Agreement by Buyer and subject to, and in strict accordance with, the terms and conditions set forth in this Agreement (including, without limitation, Section 3.1), Seller agrees to sell the Assets to Buyer on the Closing Date, and Buyer agrees to purchase the Assets from Seller on the Closing Date. All assets, properties and rights of Seller not specifically included in the Assets shall be retained by Seller, including without limitation the Excluded Assets. 12

61 Proposed Compromise Sale and Procedures Order with exhibits Page 61 of Deposit. (a) Concurrent with Seller and Buyer's mutual execution of this Agreement, Buyer shall deliver to Seller the amount of One Hundred Fifty Thousand ($150,000.00) Dollars (the "Deposit"), which shall be deposited into counsel for Seller's Trust Account. The Deposit shall then be held in Seller's Trust Account until the Sale Consummation Hearing. The Deposit shall become nonrefundable to Buyer if Buyer is named the Successful Bidder at the Overbid Hearing, unless pursuant to Section 3.6 Buyer is named Back-Up Bidder, in which case Seller shall continue to hold the Deposit pursuant to Section 3.6. Otherwise, in the event Buyer is not the Successful Bidder at the Overbid Hearing, then Seller shall refund the Deposit. (b) At the relevant Closing, Buyer shall deliver the balance of the Purchase Price if it is the Successful or Back-up Bidder. 2.3 Overbid Increase in Purchase Price. If Buyer, in an effort to become high bidder and acquire the Assets, submits one or more bids at the Overbid Hearing in excess of the Purchase Price set forth herein, the Purchase Price for the Assets shall be automatically increased and shall be the amount of the highest, final, approved bid submitted, and the Purchase Price for the Assets shall be deemed increased to reflect the highest, final, approved bid. Buyer's right to participate in the Sale Consummation Hearing(s) and the terms applicable thereto shall be set forth in the Compromise, Sale and Procedures Order (defined below). 3. Bid Process; Competitive Bids. 3.1 Bankruptcy Court Matters. The Bankruptcy Court has approved this this form of Purchase and Sale Agreement and related bidding procedures (set forth in Exhibit B, hereto, the "Bidding Procedures") (such order is referred to herein as the "Compromise, Sale and Procedures Order"). 3.2 Compliance with Bidding Procedures. At the time of delivery of the mutual execution of this Agreement, Buyer shall have complied with all of the Bidding Procedures (as the same may have been amended) necessary to be deemed a Qualified Bidder, and its bid a Qualified Bid (as those terms are defined in the Bidding Procedures), including, but not limited to (i) a statement and supporting financial information demonstrating that Buyer or Buyer's prospective assignee is financially capable of consummating the transaction(s) contemplated by this Agreement, and (ii) written evidence of the approval of the contemplated transaction(s) by Buyer's board of directors or comparable governing body. 3.3 Overbid Hearing. The Bankruptcy Court may hold a hearing (the "Sale Consummation Hearing"), at which the Bankruptcy Court shall, among other things, preside over any overbidding for the Assets, as well as review and approve the Trustee s selection of Successful Bidder (and the Back-Up Bidder, if any). At that hearing, the Seller will seek an order confirming the sale to the Successful Bidder (and the Back-Up Bidder, if any) (the "Sale Consummation Order"). Seller and Buyer (if and to the extent Buyer is the Successful Bidder) shall use commercially reasonable efforts to obtain the Sale Consummation Order from the Bankruptcy Court. 13

62 Proposed Compromise Sale and Procedures Order with exhibits Page 62 of Appeal. In the event the entry of the Sale Consummation Order shall be appealed, Seller and Buyer shall use their respective reasonable efforts to defend such appeal. Notwithstanding anything to the contrary set forth herein, Buyer shall not be obligated to defend any appeal and may elect to terminate this Agreement if the Bankruptcy Court stays the Closing hereunder for a period exceeding twenty-five (25) days from the date of entry of the Sale Consummation Order. If Buyer elects to terminate this Agreement following an appeal and subsequent stay of Closing exceeding twenty five (25) days, Buyer shall receive a full refund of the Deposit and Buyer shall be released of all its duties and obligations hereunder. 3.5 Competing Bids. This Agreement is subject to approval by the Bankruptcy Court and the consideration by Seller of higher or better competing bids (each a "Competing Bid"). From the date hereof (and any prior time) and until the transaction contemplated by this Agreement is consummated, Seller is permitted, through his broker or other means, to initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person (in addition to Buyer) in connection with any sale or other disposition of the Assets. In addition, Seller shall have the responsibility and obligation to respond to any inquiries or offers to purchase the Assets and perform any and all other acts related thereto that are required under applicable law, including supplying information relating to the Assets to prospective purchasers. The Parties agree that Seller shall be entitled to consider and enter into one or more transactions in connection with a Competing Bid consistent with his fiduciary obligations in the Bankruptcy Case. Buyer acknowledges that this Agreement is the culmination of an extensive process undertaken by Seller to identify and negotiate a transaction with a bidder who was prepared to pay the highest or best purchase price for the Assets, among other material considerations, in order to maximize value and certainty for the Estate. The Bidding Procedures are designed to facilitate a full and fair process designed to maximize the value of the Assets for the benefit of the Estate. 3.6 Back-Up Bid Requirement. Buyer acknowledges and agrees that the bidder with the second highest or otherwise best bid (as determined by Seller in the exercise of its business judgment) at the Overbid Hearing may serve as a back-up bidder (the "Back-Up Bidder") and keep such bid open and irrevocable until five (5) business days after the later of the approval of the bid or back-up bid by in the Sale Consummation Order and the Closing. In the event Buyer is named Back-Up Bidder, Seller shall continue to hold its Deposit. Following the Overbid Hearing, if the Successful Bidder fails to consummate an approved sale, the Back-Up Bidder will be deemed to be the new Successful Bidder, and Seller will be authorized, but not required, to consummate the sale with the Back-Up Bidder without further order of the Bankruptcy Court. If Buyer is the Back-Up Bidder and the Successful Bidder fails to consummate an approved sale, then Seller may, without further order of the Bankruptcy Court, consummate the sale with Buyer; provided, however, that Buyer is not otherwise in default. For purposes of this Section 3.6, Buyer shall be deemed a bidder and this Agreement shall be deemed a bid. 3.7 Irrevocability. Buyer acknowledges that its bid and obligation to purchase the Assets hereunder is irrevocable until five (5) business days after the later of the approval of the bid or back-up bid by in the Sale Consummation Order and the Closing or until entry of an order certifying approval of the Bidding Procedures or entry of an order approving the Bidding Procedures in a form which in Buyer s sole discretion differs materially from the Bidding Procedures proposed.. 14

63 Proposed Compromise Sale and Procedures Order with exhibits Page 63 of Terminating Event. In the event the Bidding Procedures are not approved by the Bankruptcy Court, or are materially modified (as determined in the sole discretion of 417 Royal), this Agreement shall be terminable by the Initial Bidder, and the Initial Bidder shall have retained all of its rights and claims without waiver. 5. Buyer's Diligence. 5.1 Diligence Period. Buyer agrees, represents, warrants and acknowledges that Buyer has had an opportunity to conduct due diligence with respect to the Assets and matters affecting the Assets. Buyer has had the right to make such inspections, inquiries and investigations regarding the Assets as Buyer deems appropriate ("Buyer's Diligence"). Seller has made its agents available to answer any questions that Buyer may reasonably ask concerning the Assets. Any and all costs incurred by Buyer in connection with Buyer's Diligence shall be borne solely by Buyer. 5.2 Independent Investigation. Buyer represents and warrants that it has or will, in its sole discretion, independently investigate the Assets and any information or documentation related thereto. In entering this Agreement, Buyer agrees that Buyer is relying solely and exclusively upon Buyer's own independent investigations of such information and other matters, and Seller shall have no obligation or liability whatsoever for or with respect to such information and other matters. Buyer acknowledges and agrees that: (i) Seller has not made, and hereby expressly disclaims, any express or implied promise, representation or warranty of any nature whatsoever as to the Assets or any of the information or documentation related thereto, including their truth, accuracy or completeness or their fitness for any particular use or purpose whatsoever; and (ii) Seller shall not be bound by, or liable in any manner for, any statement, promise, representation or warranty of any nature whatsoever by any agent, whether previously and/or currently engaged by Seller. 5.3 Availability of Materials. Buyer agrees, represents, warrants and acknowledges that Seller has made available to Buyer for inspection and copying by Buyer, at Buyer's expense, files regarding the Assets in Seller's possession relating to the Assets. The materials made available and any other items delivered by Seller to Buyer in connection with this Agreement were obtained by Seller in his capacity as the Chapter 7 trustee for the Estate and do not represent all of the relevant documents pertaining to the Assets. 5.4 Use of Materials. The materials have been made available to Buyer solely for purposes of Buyer's Diligence and neither Buyer nor any of Buyer's Related Persons have used nor shall use any of such materials for any other purpose whatsoever. If this Agreement is terminated for any reason, then Buyer shall immediately, at no cost to Seller, return to Seller, within five Business Days after the date of termination of this Agreement, all of the Materials under cover of a letter listing the Materials in the order enclosed. 5.5 Indemnity. Buyer shall, to the fullest extent permitted by law, indemnify, defend (with legal counsel approved by Seller, which approval shall not be unreasonably withheld), protect and hold Seller, Seller's Related Persons and the Assets harmless from any and all Claims regarding, arising out of, or in connection with or in any manner relating to Buyer's Diligence and/or any investigations, assessments or other activities with respect to the Assets by Buyer and/or any of Buyer's Related Persons. 15

64 Proposed Compromise Sale and Procedures Order with exhibits Page 64 of Survival. The obligations of Buyer under this Section 5 shall survive the Closing and any termination of this Agreement. 6. Representations and Warranties; Covenants. 6.1 Buyer's Representations and Warranties. Buyer represents and warrants to Seller that: (a) Buyer is duly formed, validly existing and has full right, power and authority to enter into this Agreement and to purchase the Assets from Seller and to perform Buyer's obligations hereunder. Buyer further represents and warrants that this Agreement constitutes a valid and legally binding obligation of Buyer enforceable against Buyer in accordance with its terms; (b) Buyer has not relied on any appraisal or projection of anticipated sales prices of the Assets that may have been made by or for Seller as evidence or as an indication of the value of the Assets or as a basis for determining the value of the Assets; (c) No representations of any kind (whether oral or written, express or implied) have been made by Seller to Buyer, and Buyer is investing in the Assets solely in reliance on Buyer's own investigations and evaluation thereof; and (d) All consents required of any member, partner, shareholder, director, trustee, trustor, beneficiary, creditor, lender, investor, judicial or administrative body, governmental authority or other party in connection with the execution and delivery of this Agreement by Buyer, and in order to make this Agreement binding, and enforceable against Buyer in accordance with its terms, have been made and/or obtained. Neither the execution and delivery of this Agreement and the documents and instruments referenced in this Agreement, nor the performance by Buyer of its obligations set forth in this Agreement, nor the consummation of the transaction contemplated in this Agreement, nor compliance with the terms of this Agreement and the documents and instruments referenced herein conflict with or will result in the material breach of any terms, conditions or provisions of, or constitute a default under, any bond, note, or other evidence of indebtedness or any contract, indenture, mortgage, any organizational documents of Buyer, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer is a party. (e) Buyer s obligations to purchase the Assets are not conditioned on obtaining financing or any internal approval, or on the outcome or review of due diligence that has not been satisfied as of the time of the Overbid Hearing but may be subject to the accuracy in material respects of specified representations and warranties or the satisfaction in all material respects at the Closing of specified conditions set forth herein. 6.2 Seller's Representations and Warranties. (a) To the extent approved by the Bankruptcy Court, the Sale Consummation Order entered by the Bankruptcy Court approving the sale of the Assets, will include an order providing that Seller has full power and authority to execute and deliver this Agreement and to perform its obligations thereunder and that, subject to the entry of the Sale Consummation Order, this Agreement constitutes the valid and legally binding obligation of Seller, enforceable against Seller solely in 16

65 Proposed Compromise Sale and Procedures Order with exhibits Page 65 of 144 his capacity as the Chapter 7 trustee for the Estate exclusively in accordance with the terms and conditions of this Agreement. (b) The sale of the Assets is "AS-IS, WHERE IS" as provided in Section 7 herein. (c) As provided in Section 13.19, Ronald J. Hof, enters into this Agreement solely in his capacity as Chapter 7 trustee for the bankruptcy estate of Brennan's Inc., Case No , United States Bankruptcy Court for the Eastern District of Louisiana. Ronald J. Hof shall have no personal liability for any obligations under this Agreement. All Claims arising out of this Agreement shall be payable by the Trustee only from the proceeds within the Bankruptcy Case. 6.3 Survival. The representations and warranties contained in Sections 6.1 and 6.2: are made as of the date this Agreement is executed by Buyer and Seller, and shall be deemed to be remade on and as of the Closing Date and shall survive the Closing. 7. "AS IS, WHERE IS" Purchase with No Warranties: Release and Indemnities. 7.1 Buyer's Investigations. Buyer has made its own independent investigations and studies with respect to the Assets and all other aspects of the transaction contemplated by this Agreement. Buyer is relying entirely on Buyer's Diligence and on the advice of its counsel, advisers and consultants concerning the transaction contemplated by this Agreement. Buyer is not relying and shall not rely on any investigation, study, projection or other information, economic or otherwise, prepared by Seller or made available to Buyer by Seller. Accordingly, Buyer agrees as follows: EXCEPT AS MAY OTHERWISE BE EXPRESSLY STATED IN THIS AGREEMENT, SELLER HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, OF, AS TO, CONCERNING, OR WITH RESPECT TO THE ASSETS THE SALE OF THE ASSETS AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS, WHERE IS" CONDITION AND BASIS WITH ALL FAULTS. BUYER'S INITIALS: 7.2 Buyer's Diligence. Buyer has had the opportunity to review and has reviewed all instruments, records, documents, investigations, inquiries, engineering studies and tests concerning the Assets, which Buyer deems appropriate or advisable to review in connection with the transaction contemplated by this Agreement. 7.3 No Warranties. Buyer and Seller agree and acknowledge that except as otherwise expressly set forth herein, Seller has not made and hereby expressly disclaims any warranty, whether express or implied, with respect to any information relating to the Assets furnished to Buyer. Except as expressly set forth herein, Seller disclaims any warranty with respect to the completeness, accuracy and adequacy of any information furnished or to be furnished to Buyer 17

66 Proposed Compromise Sale and Procedures Order with exhibits Page 66 of 144 by Seller pursuant to this Agreement or otherwise and neither Seller nor any Seller's Related Persons shall in any event incur any liability whatsoever to Buyer by reason of furnishing such information. 7.5 Release. Buyer hereby unconditionally and irrevocably waives, relinquishes and releases Seller and Seller's Related Persons, from and against any and all Claims by Buyer or any of Buyer's Related Persons, whether present or future, known or unknown, foreseeable or unforeseeable, arising from or in connection with the following: (a) the Assets, (b) Claims with respect to the completeness or accuracy of the information, documentation or other materials provided by Seller to Buyer in connection with the Assets; and (c) arising out of or related to the matters described in Section 7.1 above. Without limiting the applicability of this release to prospective matters as set forth above, this release shall be deemed to be remade as of the Closing Date. 7.6 Indemnity. From and after the Closing, Buyer shall, to the fullest extent permitted by law, indemnify, defend (with legal counsel approved by Seller, which approval shall not be unreasonably withheld), protect and hold harmless Seller and Seller's Related Persons from and against any and all Claims with respect to the Assets, unless such Claims are judicially determined to have arisen solely from the breach of any duty or obligation herein or otherwise at law by Seller or Seller s Related Persons 7.7 Survival. The provisions of this Section 7 shall survive the Closing and any termination of this Agreement. 8. The Closing. The Closing Date shall be no later than five (5) days following the Court s issuance of the Sale Consummation Order. If the Closing does not occur on or before the Closing Date, and such failure to close is not the result of a breach of this Agreement by Seller or Buyer, then such failure shall be deemed the failure of a condition to Closing, and if Buyer and Seller have not mutually agreed in writing to extend the Closing Date, this Agreement shall terminate according to the provisions of Section 9.3 of this Agreement. 9. Conditions and Deliveries. 9.1 Seller's Conditions to Closing. Seller's obligation to close the sale are subject to and conditioned upon the satisfaction of the following conditions as of the Closing (or Seller's written waiver thereof, which may be a waiver in whole or in part of any such condition), all of which are for Seller's sole benefit. (a) As a condition to Seller's obligations hereunder, each and all of the representations and warranties made by Buyer in Section 6 hereof shall be true and correct as of the Closing Date; (b) As a condition to Seller's obligations hereunder, Buyer shall have fully paid, tendered and performed, as and when required, each and all of the obligations, deliveries and covenants of Buyer under this Agreement; (c) Delivery of executed originals of all Closing Documents set forth in Section 9.4; 18

67 Proposed Compromise Sale and Procedures Order with exhibits Page 67 of 144 (d) For each Lien, Claim or Interest relating to the Assets (if any), either: (i) the holder of the Lien shall have agreed with Seller to release and such Lien shall attached to the proceeds of the Sale; or (ii) the Sale Consummation Order shall have provided that the sale shall occur free and clear of any Liens, Claim or Interests; and (e) The Bankruptcy Court shall have entered the Sale Consummation Order as described herein, and no party shall have properly filed a Notice of Appeal and obtained an order staying the effect of the Sale Consummation Order pending appeal. 9.2 Buyer s Conditions to Closing. (a) Delivery of executed originals of all Closing Documents set forth in Section 9.4; (b) For each Lien, Claim or Interest relating to the Assets (if any), either: (i) the holder of the Lien shall have agreed with Seller to release and such Lien shall attached to the proceeds of the Sale; or (ii) the Sale Consummation Order shall have provided that the sale shall occur free and clear of any Liens, Claim or Interests; and (c) The Bankruptcy Court shall have entered the Sale Consummation Order as described herein, and no party shall have properly filed a Notice of Appeal and obtained an order staying the effect of the Sale Consummation Order pending appeal. 9.3 Failure of Conditions to Closing. (a) If any of the conditions set forth in Sections 9.1 or 9.2 are not timely satisfied or waived by the party with such right of waiver, for a reason other than the default of Buyer or Seller under this Agreement: (i) This Agreement and the rights and obligations of Buyer and Seller shall terminate, except as otherwise provided herein; and (ii) Seller shall return the Deposit to Buyer. (b) The provisions of this Section 9.3 shall survive the termination of this Agreement. 9.4 Closing Documents and Simultaneous Delivery. (a) The Parties shall execute the following documents on the Closing Date: (i) Bill of Sale in the form attached as Exhibit C; (ii) Assignment of Trademark and Goodwill (in the form as set forth in Exhibit D, along with any required federal trademark assignment cover pages or forms. (b) All documents and other items to be delivered to Buyer or Seller at the Closing shall be deemed to have been delivered simultaneously, and no delivery shal1 be effective until all such items have been delivered. 19

68 Proposed Compromise Sale and Procedures Order with exhibits Page 68 of Costs; Prorations and Escrow Instructions. Costs of the Closing and the necessary prorations shall be allocated as provided for below Costs. All closing costs, if any, shall be paid one half by each party. Seller and Buyer shall each pay the fees and costs of its own attorneys and consultants Proration. Buyer shall be responsible for any costs relating to the Assets that arise or otherwise become exigible on and after the Closing Date. Seller shall be responsible for any costs relating to the Assets that accrued or otherwise become exigible before the Closing Date. 11. Defaults Notice and Cure. Subject to Section 11.2, any failure by Buyer or Seller to perform or comply with any of their respective obligations under this Agreement before the Closing that is not cured within five (5) Business Days after the other party gives such noncomplying or nonperforming party written notice of such failure shall constitute an immediate default by the noncomplying or non-performing party under this Agreement. If the Closing would otherwise occur during such five (5) Business Day period, then the Closing Date shall be extended to the date which is two (2) Business Days after the expiration of such five (5) Business Day cure period Inapplicability. The notice and opportunity to cure provisions set forth in the preceding Section shall not apply to: (a) any failure of Buyer to deliver the Deposit to Seller as and when required; or (b) any failure of Buyer or Seller to timely make all deliveries required of such party hereunder and absent the failure of a condition to such party's obligation to consummate this sale on the Closing Date. 12. Liquidated Damages and Limitations on Remedies Remedies. Buyer's sole remedy in the event that the sale fails to close as a result of Seller's inability or failure to close for any reason, including but not limited to the reason of the failure to obtain approval of the sale by the Bankruptcy Court, shall be the mutual release of Buyer's and Seller's obligations to buy or sell and a full refund of the Deposit including amounts previously deemed non-refundable. In the event Buyer fails to close the sale following approval of the sale by the Bankruptcy Court for any reason other than Seller's default, or an appeal of any Order entered by the Bankruptcy Court related to the proposed sale, Buyer's Deposit shall be immediately paid over to Seller and retained by Seller as liquidated damages without further legal action Certain Waivers. Buyer (i) will not request or be entitled to any substantial contribution claim under Bankruptcy Code 503, or any breakup fee, termination fee, expense reimbursement or similar type of payment from the estate or the Chapter 7 Trustee in any way related to or arising from the submission of its Bid, or the Bid Procedures, or the sale of the Assets, except the $40,000 Breakup Fee provided for in the Bid Procedures in favor of 417 Royal Street as the Initial Bidder and (ii) irrevocably waives the right to file and/or be paid a substantial contribution claim under Bankruptcy Code 503 or any related breakup fee, termination fee, expense reimbursement or similar type of payment from the estate or the Chapter 7 Trustee in any way related to or arising from to the submission of its Bid, or the Bid Procedures, or the sale of the Assets. 20

69 Proposed Compromise Sale and Procedures Order with exhibits Page 69 of Survival. The provisions of this Section 12 shall survive any termination of this Agreement. Buyer and Seller agree that the terms, waivers and provisions of this Section 12 are of the essence of this Agreement and but for such terms, waivers and provisions, Seller would not have entered into this Agreement. To signify their awareness and agreement to be bound by the terms, waivers and provisions of this Section 12, Buyer and Seller, through their authorized representatives, have separately initialed this Section 12. BUYER'S INITIALS: SELLER'S INITIALS: 13. Miscellaneous Entire Agreement. This Agreement embodies the entire agreement between the parties relative to the subject matter hereof, and there are no oral or parole agreements existing between Seller and Buyer relative to the subject matter hereof which are not expressly set forth herein and covered hereby Headings. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation hereof Interpretation. The language in all parts of this Agreement shall be in all cases construed as a whole according to their fair meaning and not strictly for or against either Seller or Buyer. This Agreement has been negotiated and prepared by both Buyer and Seller; any rule of contract interpretation to the effect that ambiguities or uncertainties are to be interpreted against the drafting party, or the party that caused it to exist, shall not be employed in the interpretation of this Agreement or any document executed in connection with this Agreement. The use of the words "include" and/or "including" shall not imply exclusivity and shall be interpreted to mean include(ing) without limitation" and/or "include(ing), but not limited to." Whenever the context hereof shall so require, the singular shall include the plural, the male gender shall include female gender and the neuter, and vice versa Notice. Any notice required or permitted to be delivered hereunder shall be in writing and (a) personally delivered, (b) sent by United States certified or registered mail, return receipt requested, (c) sent by fax transmission, (d) sent by transmission or (e) sent by nationally or regionally recognized overnight courier service. Notice shall be deemed received (i) upon confirmed personal delivery to the party to whom the notice is directed, if personally delivered, (ii) upon confirmed receipt, if sent by certified or registered mail, (iii) upon confirmed receipt of successful fax or transmission, or (iv) on confirmed delivery (or attempted delivery) on a Business Day following deposit with the overnight courier service, if sent by overnight courier service. In each case, notice shall be addressed to Seller or Buyer, as the case may be, at the address set forth below (or such other address as Buyer or Seller may specify by notice given pursuant to this Section). Notices required or permitted to be delivered hereunder may be sent by electronic transmission to the addresses set forth below, but no such notice shall be deemed received or delivered unless (A) such expressly states that it constitutes notice under this Section of the Agreement, (B) the recipient acknowledges receipt of such by confirmation via or other written communication, and (C) such written confirmation 21

70 Proposed Compromise Sale and Procedures Order with exhibits Page 70 of 144 expressly acknowledges that notice via transmittal has occurred. Any notice hereunder delivered by a party may be effected by counsel for such party, by delivery of such notice to counsel for the other party (identified below or known to be representing the other party in connection with the transactions contemplated by this Agreement), with a copy to the other party in the manner set forth herein. TO BUYER: with a copy to counsel for Seller: TO SELLER: Ronald J. Hof, Chapter 7 Trustee 9905 Jefferson Highway River Ridge, LA ronaldhof@cox.net With a copy to counsel for Seller: Stewart Robbins & Brown, LLC c/o William S. Robbins 620 Florida Street, Suite 100 Baton Rouge, LA Facsimile: (225) wrobbins@stewartrobbins.com 13.5 Business Days. If the time period for the performance of any act called for under this Agreement expires on a day other than a Business Day, said act may be performed on the next succeeding Business Day Recordation. Except for any documents to be recorded upon the Closing as provided in this Agreement, neither this Agreement, nor any memorandum of this Agreement, nor any other Lien or instrument of any nature shall be recorded by or on behalf of Buyer against the Assets U.S. Currency. All references in this Agreement to monetary figures shall refer to United States of America currency, unless otherwise expressly provided. 22

71 Proposed Compromise Sale and Procedures Order with exhibits Page 71 of Time. In computing any period of time under this Agreement, the provisions of FED. R. BANKR. P. 9006(a) shall apply. Further, all references to a time of day, a day or a date are references to the time, day or date in New Orleans, LA, which is located in the Central Time Zone of the United States of America Negotiations. Negotiations leading up to this Agreement and all related discussions and negotiations shall be deemed to fall within the protection afforded by FED. R. EVID Any evidence of the terms of this Agreement or negotiations or discussions associated with this Agreement shall be inadmissible in any action or proceeding for purposes of establishing any rights, duties or obligations of the Parties, except in: (i) a proceeding to obtain the Approval Order or (ii) an action or proceeding to enforce the terms of this Agreement. This Agreement is executed solely to avoid costs and risks of litigation in light of the facts and circumstances of this particular matter Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and the remainder of the provisions of this Agreement shall continue in full force and effect without impairment Time of the Essence. Time is of the essence in this Agreement. Notwithstanding any other provision in this Agreement, the Agreement must close no later than July 1, Waiver. The waiver by either party of a breach of any provision of this Agreement shall not be deemed a waiver of any subsequent breach whether of the same or another provision of this Agreement Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, administrators, executors, assigns and successors in interest. Notwithstanding the foregoing, this Agreement may not be assigned by Buyer without the prior written consent of Seller, which consent may be withheld in Seller's sole and absolute discretion. Notwithstanding the foregoing, Seller's consent shall not be required for an assignment of this Agreement by Buyer to an affiliate, related entity, or financial partner, or a newly created acquisition entity owned by Buyer or financial partner, provided that (i) Buyer delivers notice to Seller of such assignment not later than five (5) Business Days prior to the Closing Date, (ii) as a part of such assignment Seller receives reasonable guarantees or other assurances from Buyer or such assignee of the financial capacity to support the indemnities and other financial and non-financial obligations of Buyer under this Agreement, and (iii) the assignee accepts and assumes all obligations under this Agreement. An assignment hereunder coupled with the payment of the Deposit shall constitute a full release of Buyer and Buyer's obligations to perform hereunder, and Seller will look solely to the assignee in the event of a subsequent Default. Any assignment by Buyer in violation of this Section shall be void, shall be a default by Buyer and shall, without limiting Seller's other rights and remedies, give Seller the right, but not the obligation, to terminate this Agreement upon written notice to Buyer Amendments in Writing. The provisions of this Agreement may not be amended or altered except by a written instrument duly executed by each of the parties hereto. 23

72 Proposed Compromise Sale and Procedures Order with exhibits Page 72 of Further Assurances. Subject to the terms and conditions of this Agreement and to any order of the Bankruptcy Court or any applicable provision of law, each of the parties shall execute such other and further documents and do such further acts as may be reasonably required to effectuate the intent of the parties and carry out the terms of this Agreement; provided, however, in no event shall Seller be obligated to take (or refrain from taking) any action requested by Buyer which (i) would require any order or approval of the Bankruptcy Court other than the Bidding Procedures Order and the Sale Consummation Order, (ii) would, in Seller's opinion (based on Seller's sole and absolute discretion), expose Seller to liability to Buyer beyond that of Seller's express obligations under this Agreement, or expose Seller to liability to any third party; or (iii) materially increase the cost or expense to Seller of performing its duties and obligations under this Agreement or in connection with the Nevada Receivership Attorneys' Fees. In the event that either party hereto brings any action or files any proceedings in connection with the enforcement of its respective rights under this Agreement or as a consequence of any breach by the other party hereto of its obligations hereunder, the prevailing party in such action or proceeding shall be entitled to have all of its reasonable attorneys' fees and out-of-pocket expenditures, through appeal, paid by the non-prevailing party Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Signatures delivered via fax or electronic mail may be relied upon for all purposes as fully as original signatures Eastern District of Louisiana Jurisdiction. The U.S. District Court for the Eastern District of Louisiana shall have sole and exclusive jurisdiction to interpret and enforce the terms of this Agreement and Buyer hereby consents and submits to such exclusive jurisdiction No Personal Liability to the Trustee. The Parties agree that Ronald J. Hof, enters into this Agreement solely in his capacity as Chapter 7 trustee for the bankruptcy estate of Brennan's Inc., Case No , United States Bankruptcy Court for the Eastern District of Louisiana, and that Ronald J. Hoff shall have no personal liability for any obligations under this Agreement. All Claims arising out of this Agreement shall be payable by the Trustee only from property of the Estate. The provisions of this section shall survive the Closing and any termination of this Agreement Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA, WITHOUT REGARD TO ANY CHOICE OF LAW PRINCIPLES. IF A DIRECT CONFLICT IS FOUND BETWEEN THE PROVISIONS OF THIS AGREEMENT AND ANY MANDATORY, NON-WAIVABLE PROVISION OF THE LAWS OF THE STATE OF LOUISIANA, SUCH PROVISION OF THE LAWS OF THE STATE OF LOUISIANA SHALL CONTROL. IF ANY PROVISION OF THE LAWS OF THE STATE OF LOUISIANA PROVIDES THAT IT MAY BE VARIED OR SUPERSEDED OR OTHERWISE MODIFIED OR ALTERED BY AGREEMENT, SUCH PROVISION OF THE LAWS OF LOUISIANA SHALL BE DEEMED SUPERSEDED AND WAIVED IN ITS ENTIRETY IF THIS AGREEMENT CONTAINS A PROVISION ADDRESSING THE SAME ISSUE OR SUBJECT MATTER. IF ANY PROVISION OF THIS 24

73 Proposed Compromise Sale and Procedures Order with exhibits Page 73 of 144 AGREEMENT OR THE APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCE IS HELD INVALID OR UNENFORCEABLE TO ANY EXTENT, SUCH UNENFORCEABILITY OR INVALIDITY WILL NOT RENDER THIS AGREEMENT UNENFORCEABLE OR INVALID AS A WHOLE AND, IN SUCH EVENT, SUCH PROVISION WILL BE CHANGED AND INTERPRETED SO AS TO BEST ACCOMPLISH THE OBJECTIVES OF SUCH UNENFORCEABLE OR INVALID PROVISION TO THE GREATEST EXTENT PERMITTED BY THE LAWS OF THE STATE OF LOUISIANA OR APPLICABLE COURT DECISIONS. IN WITNESS WHEREOF, Seller has duly executed this Agreement as of the day of, SELLER: Ronald J. Hof, solely in his capacity as Chapter 7 trustee for the bankruptcy estate of Brennan's Inc., Case No , United States Bankruptcy Court for the Eastern District of Louisiana By: Ronald J. Hof, Chapter 7 Trustee IN WITNESS WHEREOF, Buyer has duly executed this Agreement as of the day of, BUYER:, a By: Name: Title: 25

74 Proposed Compromise Sale and Procedures Order with exhibits Page 74 of 144 Tradenames: Brennan s Trademarks: EXHIBIT A Mark Serial No. Registration No. Registration Date Brennan s /13/1973 Breakfast at Brennan s /13/1973 (Rooster) /10/1993 Mark Type App. S/N Reg. No. Reg. Date Applicant/ Registrant Status. BRENNAN'S Typed Drawing 72/379,407 0,955,404 3/13/73 Brennan's, Inc. Live BREAKFAST AT BRENNAN'S Typed Drawing 72/379,406 0,955,403 3/13/73 Brennan's, Inc. Live Rooster Design Only 74/340,685 1,787,243 8/10/93 Brennan's, Inc. Live Rooster Rooster Design Only 72/379,408 0,928,452 2/1/72 Brennan's, Inc. Expired 1/4/92 Design Only 73/651,509, Applied for 3/26/87 N/A N/A Brennan's, Inc. Dead - Abandoned 1/17/89 Brennan's (italicized) Styalized words 73/651,510, Applied for 3/26/87 N/A N/A Brennan's Inc. Dead - Abandoned 1/17/89)

75 Proposed Compromise Sale and Procedures Order with exhibits Page 75 of 144 EXHIBIT A-1 Wine Inventory (Part of Assets)

76 Proposed Compromise Sale and Procedures Order with exhibits Page 76 of 144 Name Varietal Vintage Quatity Casaloste Chianti Classico Magnien Burgundy Chardonnay Girard Savigny Les Beaune Pinot Noir Serafin Pere et Fils Pinot Noir Jobard Meursault Chardonnay Chateau Cos d'estournel Trapet Gevery Chambertin Pinot Noir Andezon Cotes du Rhone Dom Blain Gagnard Chassagne Montrachet Antonin Rodet Clos de la Roche Grand Cru Pinot Noir Serafin Pere et Fils Dom Collotte Marsannay Pinot Noir Dom Collotte Marsannay Pinot Noir Dom Collotte Marsannay Pinot Noir Antonin Guyon Chambolle Musigny Maison Champy Pernad-Vergelesses Magnien Bourgogne Chardonnay Dom Servin Chablis Chardonnay Maison Champy Gevry Chambertin Olivier LeFlaive Meursault Chardonnay Magnien Bourgogne Pinot Noir Charton et Trebuchet Chassange Montrachet Chardonnay Dupont-Fahn Bourgogne Chardonnay Dom Thenard Gevry 1er Cru Pinot Noir Dom de Moirots Montagny 1er Cru Chardonnay Dom Dupont-Fahn Bourgogne Chardonnay Louis Latour Meursault Chardonnay Dom Servin Chablis Chardonnay Dom Servin Chablis Chardonnay Olivier LeFlaive Chassagne Montrachet Chardonnay Olivier Leflaive Bourgogne Les Setilles Chardonnay Joseph Drouhin Chassange Montrachet Chardonnay Maison Champy Pernad-Vergelesses Chardonnay Maison Champy Pernad-Vergelesses Chardonnay Chateau Suduiraut Sauternes Dom LeflaivePuligny Montrachet 1er Cru Chardonnay Dom LeflaivePuligny Montrachet Chardonnay Dom LeflaivePuligny Montrachet Chardonnay Dom Faivley Mercury Pinot Noir Laurent Perrier Cuvee Rose Brut Magnum Dom Jean Louis Chave Hermitage Justin Isoceles Paso Robles Cabernet Christian Moreau Chablis Grand Cru Clos de HospChardonnay Dom Michelle Juillot Mercury Clos Tonnerre Pinot Noir Joseph Drouhin Chablis Grand Cru Chardonnay Maison Champy Pernad-Vergelesses

77 Proposed Compromise Sale and Procedures Order with exhibits Page 77 of 144 Philip ColinCHassange Montrachet Dom Philippe Girard Savigny Les Beaune E Guigal Crozes Hermitage Dom Geante-Pansoit Gevry Chambertin 1er Cru Dom Moirots Montagny 1er Cr Prunier Bonheur St. Romaine Dom Berthlelmot Monthelie Chardonnay Dom Chofflet-Valdenaire Givry Michel Sarrazin Givry Deux Monthille Soeur Frere Pernand Vergelesses Dom A. et P. de VillaineRully Les Saints Jacques M Chaputier Beaurevoir Tavel Morey Santenas Buorgogne Lassarat Macon Vergisson Chardonnay Dom Michelle Juillot Mercury Clos Tonnerre Leroy Richebourg Grand Cru Dom Roux Pere et Fils Saint Aubin Magnien Bourgogne Chardonnay Magnien Bourgogne Magnien Bourgogne Dom Jean Jacques Girard Savigny Les Beaunes Maison Champy Saint Romaine Justin Obtuse Cabernet P Garaudet Bourgogne Chardonnay Maison Champy Saint Romaine Dom Parent Bourgogne Pinot Noir Dom Chateau de Chorey Chorey Les Beaunes Dom Philippe Girard Savigny Les Beaune Regis Bouvier Marsannay Clos du Roy Dom Audoin Marsannay Dom Du Caillou Chateau Neuf du Pape Dom Du Caillou Chateau Neuf du Pape Dom Potinet-Ampeau Monthelie Dom Berthlelmot Monthelie Faiveley Mercury Dom Bertagna Bourgogne Pinot Noir Dom de Chateau De Chory Pernand Vergelesses Chardonnay Dom de Chateau de Chory Chorey Les Beaune Pinot Noir Vincent Dureuil-Janthial Rully Michel Sarrazin Givry Dom Roux Pere et Fils Saint Aubin Dom Jean Jacques Girard Savigny Les Beaunes Dom Tollot-Beaut Chorey Cotoes de Beaune Dom Jean Jacques Girard Savigny Les Beaunes 1er Cru Serafin Pere et Fils Pinot Noir Michel Sarrazin Givry Vincent Dureuil-Janthial Rully Maison Champy Pernad-Vergelesses Chardonnay Deux Monthille Soeur Frere Beaune 1er Cru

78 Proposed Compromise Sale and Procedures Order with exhibits Page 78 of 144 Deux Monthille Soeur Frere Pernand Vergelesses Taylor Fladgate Vincent Dureuil-Janthial Rully Grand Epoque Cognac Napoleon III 6 Courvoisier Extra La Part des Anges 3 Sandeman Sandeman Gassiot & Co. White Port0 XSR Taylor Fladgate Grand Champagne Cognac T. Hine & CO 2 Grand Champagne Cognac T. Hine & CO Magnum 1 Lafitte Rothschild Cognac Reserve 3 Lafitte Rothschild Cognac Reserve 1.75L 1 Lafitte Rothschild Cognac Reserve 8 Pierre Ferand Cognac Reserve 2 Famous Grouse 100 year 1 Delamain Cognac Delamain Cognac 6 Lejay Cassis 3 Usquaebach Whiskey 3 Courvosier Vigne 3 Courvosier Le Spirit de Cognac 2 Royal Lochnager 3 Glenmorangie Grand Epoque Cognac Napoleon III 1 Grand Epoque Cognac Napoleon III 6 Courvosier Distilation 1 Williams Peau de Vie de Pioire 3 Middleton Irish Whiskey Graham Courvosier Viellissement 4 Cognac Degustation 3 Sercial Blandy Madiera Chateau Roc de Candale Saint Eilion Grand Cru

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82 Proposed Compromise Sale and Procedures Order with exhibits Page 82 of 144 EXHIBIT A-2 Excluded Wine Inventory (Not Part of Assets)

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