EFTA00614191.txt

"Starwood shall make a Senior Preferred Capital Contribution to the Company in cash in the aggregate amount of $6,000,000"

"Hanson Member, as a member of DC3"

"each of Starwood, BRO Member and Hanson Member shall be admitted to the Company as members"

"each of Starwood, BRO Member and Hanson Member shall be admitted to the Company as members"

"each of Starwood, BRO Member and Hanson Member shall be admitted to the Company as members"

"a promissory note issued by the Company on the date hereof to Hanson Member in the principal amount of US$6,049,095"

"DC3 LLC became a wholly-owned subsidiary of the Company"

"guaranteed by Starwood (the "Starwood Guaranty")"

"by and among (i) SPH Enterprises, Inc. (f/k/a B.R. Guest, Inc.), a New York corporation ("BRG Member")"

"by and among... (ii) Stephen P. Hanson, an individual residing in New York, New York ("Hanson Member")"

"by and among... (iii) SOF U.S. Restaurant Co-Invest Holdings, L.L.C., a Delaware limited liability company ("Starwood")"

"on April 1, 2008... Starwood made Senior Preferred Capital Contributions to ERG Holdings Sub in the aggregate amount of $60,000,000"

"limited liability company interests of Third & 50, LLC... owned by Hanson Member"

"Hanson Member hereby irrevocably appoints BRG Member as its attorney-in-fact, coupled with an interest, to make all decisions"

"each of BRG Member, Hanson Member and Starwood shall have made (or be deemed to have made) an initial Senior Preferred Capital Contribution... to the "

"each of BRG Member, Hanson Member and Starwood shall have made (or be deemed to have made) an initial Senior Preferred Capital Contribution... to the "

"each of BRG Member, Hanson Member and Starwood shall have made (or be deemed to have made) an initial Senior Preferred Capital Contribution... to the "

"Stanwood is hereby designated as the "tax matters partner"... of the Company"

"the business operations and affairs of the Company shall be managed exclusively by the Management Committee"

"an amount equal to 50% of such Distributable Funds shall be distributed to BRG... until each of Starwood and BRG have received aggregate distributions"

"an amount equal to 50% of such Distributable Funds shall be distributed to Starwood, until each of Starwood and BRG have received aggregate distributi"

"The Management Incentive Program (and the terms and conditions thereof) may only be amended by the Management Committee"

"the Company shall make a distribution to each of Stanwood and SRO... an amount in cash equal to US$409,828"

"the Company shall make a distribution to each of Stanwood and SRO... an amount in cash equal to US$409,828"

"Starwood may Transfer all (but not less than all) of its Interests in the Company"

"BRG may Transfer all (but not less than all) of its Interests in the Company"

"Starwood shall be entitled to designate four (4) Representatives to represent Starwood"

"BRG Member shall be entitled to designate four (4) Representatives to represent BRG"

"BRG Member is, and shall at all times be, directly or indirectly, owned (legally, beneficially and economically) at least 75% by the BRO Key Individua"

"the sole purpose of BRO Member is to be a member of the Company"

"the Members acknowledge and agree that Starwood may assign any or all of its rights or powers under this Agreement"

"each of Starwood and BRG... shall have the right to (i) sell all (but not less than all) of its Interests in the Company"

"each of Starwood and BRG... shall have the right to (i) sell all (but not less than all) of its Interests in the Company"

"BRG agrees that during the BRG Restricted Period, (i) each BRG Restricted Person shall deal exclusively through the Company"

"Neither Starwood nor any of its Affiliates shall have any exclusivity obligations to any of the Company"

"no agreement or transaction shall be entered into by the Company... unless such agreement, transaction or decision shall have been approved in writing"

"BRG hereby indemnifies, defends and holds harmless the Company"

"Starwood hereby indemnifies, defends and holds harmless the Company"

"the Management Committee, may issue additional Interests and thereby admit a new member or members, as the case may be, to the Company"

"The Capital Contributions (other than the Initial Capital Contribution) to be made by BRG under this Agreement"

"any such Capital Contribution required to be made by BRG may be made by either BRG Member"

"any such Capital Contribution required to be made by BRG may be made by either BRG Member, Hanson Member"

"Additional capital... may be called for from the Members by the Management Committee by written notice"

"ERG Member and Hanson Member are collectively referred to herein as "ERG", and all decisions... shall be made by BRG Member acting on behalf of ERG Me"

"terminate the BRG Key Individual's employment with the Company"

"Starwood shall have the sole authority and unilateral right... to make all decisions... required or permitted to be made or taken by the Company... un"

"Starwood shall lose its right to have Representatives on the Management Committee... as of the date on which a Starwood Trigger Event shall have occur"

"BRG Member shall be entitled to designate four (4) Representatives to represent BRG"

"the Starwood Representatives shall always cast four (4) votes at any meeting"

"the BRG Representatives shall always cast four (4) votes at any meeting"