EXECUTION VERSION ASSIGNMENT AND ASSUMPTION OF LIMITED LIABILITY COMPANY INTEREST AND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF B.R. GUEST PARENT HOLDINGS, LLC This Assignment and Assumption of Limited Liability Company Interest and Amendment to Limited Liability Company Agreement of B.R. GUEST PARENT HOLDINGS, LLC, a Delaware limited liability company, dated as of December_, 2013 (this "Assignment and Amendment Agreement"), is entered into by and among SOF U.S. RESTAURANT CO- INVEST HOLDINGS, L.L.C., a Delaware limited liability company ("Starwood"), SPH FAMILY HOLDINGS, LLC, a Delaware limited liability company (as successor-in-interest to Stephen P. Hanson, "Hanson Member"), and SPH FAMILY HOLDINGS SUB, LLC, a Delaware limited liability company (as successor-in-interest to SPH Family Holdings LLC, successor-in-interest to SPH Restaurant Enterprises, Inc. (f/k/a B R Guest, Inc.), "BRG Member"). WITNESSETH: WHEREAS, B.R. GUEST PARENT HOLDINGS, LLC, a Delaware limited liability company (the "Company") has been formed as a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et m.) (the "Act") pursuant to a Certificate of Formation of the Company, as filed in the office of the Secretary of State of the State of Delaware on December 23, 2008, and a Limited Liability Company Agreement of the Company, dated as of December 30, 2008 (as the same shall have been amended from time to time, the "Agreement"); WHEREAS, Stanvood, Hanson Member and BRG Member are the sole members of the Company; K&E 28862467.3 EFTA01140987