DIVERSIFIED RESTAURANT HOLDINGS,INC.

FORM 10-Q(Quarterly Report)

Filed 08/10/10 for the Period Ending 06/27/10

Address 27680 FRANKLIN ROAD

SOUTHFIELD, MI 48034Telephone (248) 223-9160

CIK 0001394156Symbol BAGR

SIC Code 5812 - Eating PlacesIndustry Restaurants

Sector ServicesFiscal Year 12/27

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U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended June 27, 2010

For the transition period from

Commission File No. 000-53577

DIVERSIFIED RESTAURANT HOLDINGS, INC. (Exact name of small business issuer as specified in its charter)

27680 Franklin Road Southfield, Michigan 48034

(Address of principal executive offices)

Issuer’s telephone number: (248) 223-9160 Issuer’s facsimile number: (248) 223-9165

No change (Former name, former address and former

fiscal year, if changed since last report)

Copies to: Michael T. Raymond, Esq.

Dickinson Wright, PLLC 301 East Liberty, Suite 500

Ann Arbor, Michigan 48104-2266 (734) 623-1663

www.dickinson-wright.com

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes � No �

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes � No �

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes � No �

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY P ROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12,

� QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

� TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) O F THE

SECURITIES EXCHANGE ACT OF 1934

Nevada 03-0606420

(State or other jurisdiction (I.R.S. employer of incorporation or identification number)

formation)

13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes � No �

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 18,876,000 shares of $.0001 par value common stock outstanding as of August 9, 2010.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer � Accelerated Filer � Non-Accelerated Filer � Smaller reporting company �

(Do not check if a smaller reporting company)

INDEX

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PART I. FINANCIAL INFORMATION 1

Item 1. Financial Statements 1

Consolidated Balance Sheets 1

Consolidated Statements of Operations (Unaudited) 2

Consolidated Statements of Comprehensive (Loss) Income (Unaudited) 3

Consolidated Statements of Stockholders’ (Deficit) Equity 4

Consolidated Statements of Cash Flows (Unaudited) 5

Notes to Interim Consolidated Financial Statements 6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25

Item 3. Quantitative and Qualitative Disclosure About Market Risks 32

Item 4. Controls and Procedures 32 PART II. OTHER INFORMATION 32

Item 1. Legal Proceedings 32

Item 1A. Risk Factors 33

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 33

Item 3. Defaults Upon Senior Securities 33

Item 5. Other Information 33

Item 6. Exhibits 33 Exhibit 10.1 Exhibit 10.2 Exhibit 10.3 Exhibit 10.4 Exhibit 31.1 Exhibit 31.2 Exhibit 32.1 Exhibit 32.2

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

DIVERSIFIED RESTAURANT HOLDINGS, INC. AND SUBSIDIAR IES CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these interim consolidated financial statements.

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June 27 December 27 2010 2009 (unaudited) (audited)

ASSETS Current assets

Cash and cash equivalents $ 668,962 $ 649,518 Accounts receivable — related party — 254,540 Inventory 305,517 125,332 Prepaid assets 161,475 103,452 Other current assets 59,227 11,219

Total current assets 1,195,181 1,144,061 Property and equipment, net (Note 3) 15,258,823 7,866,149 Intangible assets, net (Note 4) 956,570 411,983 Other long-term assets 56,144 49,280 Deferred income taxes (Note 8) 786,942 246,754

Total assets $ 18,253,660 $ 9,718,227

LIABILITIES AND STOCKHOLDERS ’ (DEFICIT) EQUITY

Current liabilities

Current portion of long-term debt (Notes 5 and 6) $ 2,233,716 $ 1,402,742 Accounts payable 759,410 293,984 Accrued liabilities 885,769 329,355 Deferred rent 119,486 54,273

Total current liabilities 3,998,381 2,080,354 Accrued rent 741,369 253,625 Deferred rent 834,272 422,068 Other liabilities — interest rate swap 404,921 167,559 Long-term debt, less current portion (Notes 5 and 6) 13,054,104 4,601,909

Total liabilities 19,033,047 7,525,515

Commitments and contingencies (Notes 5, 6, 9, 10, a nd 11) Stockholders ’ (deficit) equity (Note 7)

Common stock — $0.0001 par value; 100,000,000 shares authorized, 18,876,000 and 18,626,000 shares, respectfully, issued and outstanding 1,888 1,863

Additional paid-in capital 2,622,286 2,356,155 Accumulated deficit (2,998,640 ) (165,306 ) Comprehensive (loss) income (404,921 ) —

Total stockholders ’ (deficit) equity (779,387 ) 2,192,712

Total liabilities and stockholders ’ (deficit) equity $ 18,253,660 $ 9,718,227

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DIVERSIFIED RESTAURANT HOLDINGS, INC. AND SUBSIDIAR IES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

The accompanying notes are an integral part of these interim consolidated financial statements.

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Three Months Ended Six Months Ended June 27 June 30 June 27 June 30 2010 2009 2010 2009 Revenue

Food and beverage sales $ 10,683,821 $ 4,305,776 $ 19,325,822 $ 8,440,786 Management and advertising fees — 441,276 165,886 897,805

Total revenue 10,683,821 4,747,052 19,491,708 9,338,591 Operating expenses

Compensation costs 3,397,029 1,491,686 5,983,841 2,850,893 Food and beverage costs 3,137,948 1,348,406 5,810,496 2,630,402 General and administrative 2,642,782 1,019,158 4,675,377 2,125,829 Pre-opening 111,921 131,277 217,179 133,078 Occupancy 573,619 275,805 1,183,785 550,202 Depreciation and amortization 640,715 358,439 1,163,275 704,844

Total operating expenses 10,504,014 4,624,771 19,033,953 8,995,248

Operating profit 179,807 122,281 457,755 343,343 Interest expense (518,143 ) (104,585 ) (668,426 ) (215,892 ) Other income (expense), net (15,658 ) 79,295 (2,567 ) 90,514

(Loss) income before income taxes (353,994 ) 96,991 (213,238 ) 217,965 Income tax benefit (provision) 244,463 (26,668 ) 354,979 (68,429 )

Net (loss) income $ (109,531 ) $ 70,323 $ 141,741 $ 149,536

Basic (loss) earnings per share — as reported $ (0.006 ) $ 0.004 $ 0.008 $ 0.008

Fully diluted (loss) earnings per share — as reported $ (0.004 ) $ 0.002 $ 0.005 $ 0.005

Weighted average number of common shares

outstanding (Notes 1 and 7) Basic 18,870,505 18,070,000 18,870,505 18,070,000 Diluted 29,160,000 29,020,000 29,090,000 29,020,000

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DIVERSIFIED RESTAURANT HOLDINGS, INC. AND SUBSIDIAR IES CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INC OME (UNAUDITED)

The accompanying notes are an integral part of these interim consolidated financial statements.

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Three Months Ended Six Months Ended June 27 June 30 June 27 June 30 2010 2009 2010 2009 Net (loss) income $ (109,531 ) $ 70,323 $ 141,741 $ 149,536 Comprehensive (loss) income

Unrealized changes in fair value of cash flow hedges (404,921 ) — (404,921 ) —

Comprehensive (loss) income $ (514,452 ) $ 70,323 $ (263,180 ) $ 149,536

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DIVERSIFIED RESTAURANT HOLDINGS, INC. AND SUBSIDIAR IES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY

The accompanying notes are an integral part of these interim consolidated financial statements.

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(Accumulated Additional Deficit) Total Common Stock Paid-in Retained Comprehensive Stockholders ’ Shares Amount Capital Earnings (Loss) Income Equity (Deficit) Balances — December 27,

2009 (audited) 18,626,000 $ 1,863 $ 2,356,155 $ (165,306 ) $ — $ 2,192,712 Shares issued for warrants

exercised at $1.00 per share (Note 7) 250,000 25 249,975 — — 250,000

Share-based compensation

(Note 7) — — 16,156 — — 16,156 Acquisition of BWW

restaurants (Note 2) — — — (2,975,075 ) — (2,975,075 ) Unrealized changes in fair

value of cash flow hedges — — — — (404,921 ) (404,921 ) Net income — — — 141,741 — 141,741

Balances — June 27, 2010

(unaudited) 18,876,000 $ 1,888 $ 2,622,286 $ (2,998,640 ) $ (404,921 ) $ (779,387 )

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DIVERSIFIED RESTAURANT HOLDINGS, INC. AND SUBSIDIAR IES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

The accompanying notes are an integral part of these interim consolidated financial statements.

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Six Months Ended June 27 June 30 2010 2009 Cash flows from operating activities

Net income $ 141,741 $ 149,536 Adjustments to reconcile net income to net cash provided by (used in) operating

activities Depreciation and amortization 1,163,275 704,844 Loss on disposal of property and equipment 217,868 — Share-based compensation 16,156 16,156 Deferred income tax (provision) benefit (540,188 ) 186,996 Changes in operating assets and liabilities that provided (used) cash

Accounts receivable — related party 254,540 (91,028 ) Inventory (23,642 ) (454 ) Prepaid assets 6,191 (2,687 ) Other current assets (48,008 ) 172,728 Intangible assets (81,068 ) (1,210 ) Other assets (6,864 ) (78,341 ) Accounts payable 219,994 (49,388 ) Accrued liabilities 257,044 77,240 Accrued rent (117,201 ) 59,299 Deferred rent 215,018 (27,467 )

Net cash provided by operating activities 1,674,856 1,116,224

Cash flows from investing activities

Purchases of property and equipment (2,501,501 ) (1,127,110 )

Net cash used in investing activities (2,501,501 ) (1,127,110 )

Cash flows from financing activities

Proceeds from issuance of notes payable — related party 236,198 8,750 Proceeds from issuance of long-term debt 963,065 858,779 Repayment of notes payable — related party (25,084 ) (50,370 ) Repayments of long-term debt (578,090 ) (516,026 ) Proceeds from issuance of common stock 250,000 —

Net cash provided by financing activities 846,089 301,133

Net increase in cash and cash equivalents 19,444 290,247 Cash and cash equivalents, beginning of period 649,518 133,865

Cash and cash equivalents, end of period $ 668,962 $ 424,112

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NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING P OLICIES

Nature of Business

Diversified Restaurant Holdings, Inc. (“DRH” or the “Company”) was formed on September 25, 2006. DRH and its three wholly-owned subsidiaries, AMC Group, Inc, (“AMC”), AMC Wings, Inc. (“WINGS”), and AMC Burgers, Inc. (“BURGERS”), develop, own, and operate, as well as render management and advertising services for, Buffalo Wild Wings (“BWW”) restaurants located throughout Michigan and Florida and the Company’s own restaurant concept, Bagger Dave’s Legendary Burgers and Fries (“Bagger Dave’s”), as detailed below.

The following organizational chart outlines the corporate structure of the Company and its subsidiaries, all of which are wholly-owned by the Company. A brief textual description of the entities follows the organizational chart. DRH is incorporated in the State of Nevada. All other entities are incorporated or organized in the State of Michigan.

AMC was formed on March 28, 2007 and serves as the operational and administrative center for the Company. AMC renders management and advertising services to WINGS and its subsidiaries, BURGERS and its subsidiaries, and, prior to the February 1, 2010 acquisition (see Note 2 for details), nine BWW restaurants affiliated with the Company through common ownership and management control but not required to be consolidated for financial statement reporting purposes. Services rendered by AMC include marketing, restaurant operations, restaurant management consultation, hiring and training of management and staff, and other management services reasonably required in the ordinary course of restaurant operations.

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WINGS was formed on March 12, 2007 and serves as a holding company for its BWW restaurants. WINGS, through its subsidiaries, holds 17 BWW restaurants that are currently in operation. The Company also executed franchise agreements with Buffalo Wild Wings International, Inc. (“BWWI”) to open two more restaurants, one in Chesterfield Township, Michigan and the other in Ft. Myers, Florida. The Company is currently negotiating another franchise agreement for a BWW restaurant in Traverse City, Michigan, as was recently announced in a July 27, 2010 press release. The Company anticipates having this franchise agreement executed by the end of August 2010. These restaurants will be held by AMC Chesterfield, Inc., AMC Ft. Myers, Inc., and AMC Traverse City, Inc., respectively.

The Company is economically dependent on retaining its franchise rights with BWWI. Each of the franchise agreements has a specific initial term expiration date ranging from October 10, 2010 through June 3, 2030, depending on the date that each was executed and its initial term. The franchise agreements are renewable at the option of the franchisor and are generally renewable if the franchisee has complied with the franchise agreement. Each of the franchise agreements has a specific expiration date, when factoring in any applicable renewals, ranging from January 29, 2019 through June 3, 2045. The Company is in compliance with the terms of these agreements at June 27, 2010. The Company is under contract with BWWI to facilitate another 19 franchise agreements by 2017. The Company held an option to purchase the nine affiliated restaurants that were managed by AMC, which it exercised on February 1, 2010 (see Note 2 for details).

BURGERS was formed on March 12, 2007 to own the Company’s Bagger Dave’s restaurants, a full-service, ultra-casual dining concept developed by the Company. BURGERS’ subsidiaries, Berkley Burgers, Inc, Ann Arbor Burgers, Inc., and Troy Burgers, Inc., own restaurants currently in operation in Berkley, Ann Arbor, and Novi, Michigan, respectively. The Company is expanding its Bagger Dave’s concept to Brighton, Michigan, as was recently announced in an August 10, 2010 press release. BURGERS also has a wholly-owned subsidiary named Bagger Dave’s Franchising Corporation that was formed to act as the franchisor for the Bagger Dave’s concept. We have filed for rights to franchise in Michigan, Ohio, and Indiana, but have not yet franchised any Bagger Dave’s restaurants.

We follow accounting standards set by the Financial Accounting Standards Board (“FASB”). The FASB sets generally accepted accounting principles (“GAAP”) that we follow to ensure we consistently report our financial condition, results of operations, and cash flows. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (“Codification” or “ASC”). The FASB finalized the Codification effective for periods ending on or after September 15, 2009. Prior FASB standards, like FASB Statement No. 13, Accounting for Leases, are no longer being issued by the FASB. For further discussion of the ASC, refer to the “Recent Accounting Pronouncements” section of this note.

Basis of Presentation

The consolidated financial statements as of June 27, 2010 and December 27, 2009, and for the three-month and six-month periods ended June 27, 2010 and June 30, 2009, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. The financial information as of June 27, 2010 and December 27, 2009 and for the three-month and six-month periods ended June 27, 2010 and June 30, 2009 is unaudited, but, in the opinion of management, reflects all adjustments and accruals necessary for a fair presentation of the financial position, results of operations, and cash flows for the interim periods.

The financial information as of December 27, 2009 is derived from our audited consolidated financial statements and notes thereto for the fiscal year ended December 27, 2009, which is included in Item 8 in the Fiscal 2009 Annual Report on Form 10-K and should be read in conjunction with such financial statements.

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The results of operations for the three-month and six-month periods ended June 27, 2010 are not necessarily indicative of the results of operations that may be achieved for the entire year ending December 26, 2010.

Principles of Consolidation

The interim consolidated financial statements include the accounts of DRH and its subsidiaries, AMC, WINGS and its subsidiaries, and BURGERS and its subsidiaries. The interim consolidated financial statements include the accounts related to the nine recently acquired, affiliated restaurants from February 1, 2010 through June 27, 2010, as they are now subsidiaries of WINGS.

All significant intercompany accounts and transactions have been eliminated upon consolidation.

Fiscal Year

During 2009, the Company changed its fiscal year to utilize an accounting period that ends on the last Sunday in December. Consequently, fiscal year 2009 ended on December 27, 2009, comprising 51 weeks and three days. Prior to 2009, the Company reported on a calendar-year basis and, accordingly, fiscal year 2008 ended on December 31, 2008, comprising 52 weeks and one day. This quarterly report on Form 10-Q is for the six-month period ended June 27, 2010, comprising 26 weeks.

Segment Reporting

Reportable segments are strategic business units that offer different products and services, are managed separately because each business requires different executional strategies, cater to different clients’ needs, and are subject to regular review by our chief operating decision-maker.

While DRH may be viewed as having two reporting segments, one as a restaurant operator and the other as a franchisor, the Company has determined it does not meet the quantitative or materiality thresholds to be considered separately reportable. As such, there are no separately reportable business segments at June 27, 2010 and December 27, 2009.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and demand deposits in banks. The Company considers all highly-liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company, at times throughout the year, may, in the ordinary course of business, maintain cash balances in excess of federally-insured limits. Management does not believe the Company is exposed to any unusual risks on such deposits.

Revenue Recognition

Revenues from food and beverage sales are recognized and generally collected at the point of sale. Management and advertising fees, prior to the purchase of the nine affiliated restaurants (see Note 2 for details), were calculated by applying a percentage, as stipulated in a management services agreement, to managed restaurant revenues and were recognized in the period in which they were earned, which is the period in which the management services were rendered.

Accounts Receivable — Related Party

Accounts receivable — related party are stated at the amount management expects to collect from outstanding balances. Balances that are outstanding after management has used reasonable collection efforts are written off with a corresponding charge to bad debt expense. The balances at December 27, 2009 relate principally to management and advertising fees charged to, and intercompany transactions with, related BWW restaurants that were, prior to the February 1, 2010 acquisition (refer to Note 2 for details), managed by AMC and arose in the ordinary course of business (refer to Note 5 for details). Management does not believe any allowances for doubtful accounts are necessary at June 27, 2010 or December 27, 2009.

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Accounting for Gift Cards

The Company records the net increase or decrease in BWW gift card sales versus gift card redemptions to the gift card liability account on a monthly basis. The gift card processor deducts gift card sales dollars from each restaurant’s bank account weekly and deposits gift card redemption dollars weekly. Under this centralized system, any breakage would be recorded by Blazin Wings, Inc., a subsidiary of BWWI, and be subject to the breakage laws in the state of Minnesota, where Blazin Wings, Inc. is located.

The Company records the net increase or decrease in Bagger Dave’s gift card sales versus gift card redemptions to the gift card liability account on a monthly basis. Michigan law states that gift cards cannot expire and any post-sale fees cannot be assessed until five years after the date of gift card purchase by the consumer. There is no breakage attributable to Bagger Dave’s restaurants for the Company to record for the six months ended June 27, 2010 and for the six months ended June 30, 2009, respectively.

The liability is included in accrued liabilities in the interim consolidated balance sheets. As of June 27, 2010, the Company’s gift card liability was approximately $3,062, compared to approximately $19,961 at December 27, 2009.

Lease Accounting

Certain operating leases provide for minimum annual payments that increase over the life of the lease. The aggregate minimum annual payments are expensed on a straight-line basis beginning when we take possession of the property and extending over the term of the related lease. The amount by which straight-line rent exceeds actual lease payment requirements in the early years of the lease is accrued as deferred rent liability and reduced in later years when the actual cash payment requirements exceed the straight-line expense. The Company also accounts, in its straight-line computation, for the effect of any “rental holidays” or “tenant incentives”.

Inventory

Inventory, which consists mainly of food and beverage products, is accounted for at the lower of cost or market using the first in, first out method of inventory valuation.

Prepaid, Intangible, and Other Assets

Prepaid assets consist principally of prepaid insurance and are recognized ratably, as operating expense, over the period covered by the unexpired premium. Amortizable intangible assets consist principally of franchise fees, trademarks, and loan fees and are deferred and amortized to operating expense on a straight-line basis over the term of the related underlying agreements based on the following:

Liquor licenses, also a component of intangible assets, are deemed to have an indefinite life and, accordingly, are not amortized. Management annually reviews these assets to determine whether carrying values have been impaired. During the period ended June 27, 2010, no impairments relating to intangible assets with finite or infinite lives were recognized.

Property and Equipment

Property and equipment are stated at cost. Major improvements and renewals are capitalized, while ordinary maintenance and repairs are expensed. Management annually reviews these assets to determine whether carrying values have been impaired.

The Company capitalizes, as restaurant construction in progress, costs incurred in connection with the design, build out, and furnishing of its restaurants. Such costs consist principally of leasehold improvements, directly related costs such as architectural and design fees, construction period interest (when applicable), and equipment, furniture, and fixtures not yet placed in service.

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Franchise fees 10 to 20 years Trademarks 15 years Loan fees 2 to 7 years (loan term)

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Depreciation and Amortization

Depreciation on equipment and furniture and fixtures is computed using the straight-line method over the estimated useful lives of the related assets, which range from five to seven years. Restaurant leasehold improvements are amortized over the shorter of the lease term or the useful life of the related improvement, whichever is shorter. Restaurant construction in progress is not amortized or depreciated until the related assets are placed into service.

Advertising

Advertising expenses are recognized in the period in which they are incurred. Advertising expense was $560,737 for the three months ended June 27, 2010 and $110,836 for the three months ended June 30, 2009. Advertising expense was $944,881 for the six months ended June 27, 2010 and $260,400 for the six months ended June 30, 2009.

Pre-opening Costs

Pre-opening costs are those costs associated with opening new restaurants and will vary based on the number of new locations opening and under construction. These costs are expensed as incurred. Pre-opening costs for the three months ended June 27, 2010 were $111,921 and $131,277 for the three months ended June 30, 2009. For the six months ended June 27, 2010, pre-opening costs were $217,179 and $133,078 for the six months ended June 30, 2009.

Income Taxes

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

(Loss) Earnings per Share

(Loss) earnings per share are calculated under the provisions of FASB ASC 260, Earnings per Share . ASC 260 requires a dual presentation of “basic” and “diluted” (loss) earnings per share on the face of the income statement. “Diluted” reflects the potential dilution of all common stock equivalents except in cases where the effect would be anti-dilutive.

Concentration Risks

Approximately 1% and 10% of the Company’s revenues during the six months ended June 27, 2010 and the six months ended June 30, 2009, respectively, are generated from the management of BWW restaurants located in Michigan and Florida, which were related under common ownership and management control until the acquisition on February 1, 2010 (see Note 2 for further details). The management and advertising fees are reflective of fees collected from the nine acquired affiliated restaurants for the period of December 28, 2009 through January 31, 2010. Approximately 80% and 82% of food and beverage sales came from restaurants located in Michigan during the six months ended June 27, 2010 and the six months ended June 30, 2009, respectively.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

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Financial Instrument

The Company utilizes interest rate swap agreements with a bank to fix interest rates on a portion of the Company’s portfolio of variable rate debt, which reduces exposure to interest rate fluctuations. The Company does not use any other types of derivative financial instruments to hedge such exposures, nor does it use derivatives for speculative purposes.

On May 5, 2010, the Company, together with its wholly-owned subsidiaries, entered into a $15 million credit facility (the “Credit Facility”) with RBS Citizens, N.A., a national banking association (“RBS”), as further described in Notes 2 and 6. The Credit Facility consists of a $6 million loan in the form of a development line of credit and a $9 million senior secured term loan with a fixed-rate swap arrangement. In conjunction with the Credit Facility, the existing swap agreements were terminated, resulting in a notional principal amount reduction of $214,074 and a termination fee of $19,176. The termination fee was recorded as interest expense for the three- and six-month period ended June 27, 2010.

The Company’s interest rate swap liabilities at December 27, 2009 were treated as a fair value hedge. By contrast, the Company has elected to account for the new interest rate swap using cash flow hedge accounting. Under the cash flow hedge method, the effective portion of the derivative is marked to fair value, based on third-party valuation models, as a component of comprehensive (loss) income.

The Company records the fair value of its interest rate swaps on the balance sheet in other assets or other liabilities, depending on the fair value of the swaps. The notional value of interest rate swap agreements in place at June 27, 2010 and December 27, 2009 was $8,914,220 and $2,492,303, respectively. The increase is due to the Credit Facility entered into, on May 5, 2010, with RBS, as described in Notes 2 and 6.

Recent Accounting Pronouncements

In May 2009, the FASB issued Statement of Financial Accounting Standards (“SFAS”) Number 165 (“SFAS No. 165” or “ASC 855-10”), Subsequent Events . Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued and provide disclosure that such date was used for this evaluation. SFAS No. 165 provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. ASC 855-10 is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of ASC 855-10 during the quarter ended September 30, 2009 did not have a significant effect on the Company’s financial statements as of that date or for the quarter or year-to-date period then ended.

In June 2009, the FASB issued SFAS Number 168 (“SFAS No. 168” or “ASC 105-10”), The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles — a Replacement of FASB Statement No. 162. SFAS No. 168 establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP. ASC 105-10 was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009 and interim periods within those fiscal years. The adoption of ASC 105-10 on July 1, 2009 did not impact the Company’s results of operations or financial condition. The Codification did not change GAAP, however, it did change the way GAAP is organized and presented. As a result, these changes impact how companies reference GAAP in its financial statements and in its significant accounting policies. The Company implemented the Codification in these interim consolidated financial statements by providing references to the Codification topics alongside references to the corresponding standards.

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In January 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements .” ASU 2010-06 amends ASC 820, Fair Value Measurements and Disclosures, to require new disclosures related to transfers into and out of Levels 1 and 2 of the fair value hierarchy and additional disclosure requirements related to Level 3 measurements. The guidance also clarifies existing fair value measurement disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The additional disclosure requirements are effective for the first reporting period beginning after December 15, 2009, except for the additional disclosure requirements related to Level 3 measurements which are effective for fiscal years beginning after December 15, 2010. The additional disclosure requirements did not have any financial impact on our consolidated financial statements.

With the exception of the pronouncements noted above, no other accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations, or cash flows.

Reclassifications

Certain reclassifications have been made to the prior year consolidated financial statements to conform to the current year’s presentation.

2. SIGNIFICANT BUSINESS TRANSACTIONS

Acquisition of Nine Affiliated BWW Restaurants

On February 1, 2010, the Company, through its WINGS subsidiary, acquired nine affiliated BWW restaurants (“Affiliates Acquisition”) it had previously managed through January 31, 2010. Under the terms of the agreements, the purchase price for each of the affiliated restaurants was determined by multiplying each restaurant’s average annual earnings before interest, taxes, depreciation, and amortization (“EBITDA”) for the previous three (3) fiscal years (2007, 2008, and 2009) by two, and subtracting the long-term debt of the respective restaurant. Two of the affiliated restaurants did not have a positive purchase price under the above formula. As a result, the purchase price for those restaurants was set at $1.00 per membership interest percentage. The total purchase price for these nine restaurants was $3,134,790. The Affiliates Acquisition was approved by resolution of the disinterested directors of the Company, who determined that the Affiliates Acquisition terms were at least as favorable as those that could be obtained through arms-length negotiations with an unrelated party. The Company paid the purchase price for each of the affiliated restaurants to each selling shareholder by issuing an unsecured promissory note for the pro-rata value of the equity interest in the affiliated restaurants. The promissory notes bear interest at 6% per year, mature on February 1, 2016, and are payable in quarterly installments, with principal and interest fully amortized over six years.

As a result of the Affiliates Acquisition, the following were assumed: current assets of $951,745, long-term assets of $4,053,081, current liabilities of $1,695,201, long-term liabilities of $3,149,907, and equity of $159,718. Because the Affiliates Acquisition was amongst related parties, goodwill could not be recognized. Alternatively, the goodwill associated with the Affiliates Acquisition was recognized as a decrease in stockholders’ equity.

Execution of $15 Million Comprehensive Credit Facil ity

As introduced above, on May 5, 2010, the Company, together with its wholly-owned subsidiaries, entered into a $15 million Credit Facility with RBS. The Credit Facility consists of a $6 million development line of credit (“DLOC”) and a $9 million senior secured term loan (“Senior Secured Term Loan”). The Credit Facility is secured by a senior lien on all Company assets.

The Company plans to use the DLOC to increase its number of BWW franchise restaurant locations in the states of Michigan and Florida and to develop additional Bagger Dave’s restaurant locations. The DLOC is for a term of 18 months (the “Draw Period”) and amounts borrowed bear interest at 4% over LIBOR as adjusted monthly. During the Draw Period, the Company may make interest-only payments on the amounts borrowed. The Company may convert amounts borrowed during the Draw Period into one or more term loans bearing interest at 4% over LIBOR as adjusted monthly, with principal and interest amortized over seven years and with a maturity date of May 5, 2017. Any amounts borrowed by the Company during the Draw Period that are not converted into a term loan by November 5, 2011, will automatically be converted to a term loan on the same terms as outlined above. The DLOC includes a carrying cost of .25% per year of any available but undrawn amounts, payable quarterly.

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The Company used approximately $8.7 million of the Senior Secured Term Loan to repay substantially all of its outstanding senior debt and early repayment fees owed to unrelated parties and the remaining $0.3 million was used for working capital. The Senior Secured Term Loan is for a term of seven years and, through a fixed-rate swap arrangement, bears interest at a fixed rate of 7.10%. Principal and interest payments are amortized over seven years, with monthly payments of approximately $120,000.

Purchase of Building in Brandon, Florida

On June 24, 2010, MCA Enterprises Brandon, Inc., a wholly-owned subsidiary of DRH, completed the purchase of its previously-leased BWW location at 2055 Badlands Drive, Brandon, FL 33511 (the “Brandon Property”) pursuant to the terms of a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) dated March 25, 2010, between MCA Brandon Enterprises, Inc. and Florida Wings Group, LLC. The Brandon Property includes 2.01 useable acres of land and is improved by a free-standing, 6,600 square foot BWW restaurant built in 2004. On April 28, 2010, the land and building appraised at $2.6 million. The Company has operated a BWW restaurant at the Brandon Property since June 2004. The total purchase price of the Brandon Property was $2,573,062, exclusive of additional fees, taxes, due diligence, and closing costs. The purchase price was paid through a combination of commercial financing, seller financing, and working capital. Specifically, the Company caused MCA Brandon Enterprises, Inc. to enter into a Real Estate Loan Agreement (the “Real Estate Loan Agreement”) and a Bridge Loan Agreement (the “Bridge Loan Agreement”) with Bank of America, N.A. and a Promissory Note (“Promissory Note”) with Florida Wings Group, LLC.

The Real Estate Loan Agreement provides for a loan in the total principal amount of $1,150,000, matures on June 23, 2030, and requires equal monthly payments of interest and principal amortized over 25 years. The outstanding amounts borrowed under the Real Estate Loan Agreement bear interest at an initial rate of 6.72% per year. The interest rate will adjust to the U.S. Treasury Securities Rate plus 4% on June 23, 2017, and on the same date every seven years thereafter. After each adjustment date, the interest rate remains fixed until the next adjustment date. The Real Estate Loan Agreement is secured by a senior mortgage on the Brandon Property; the corporate guaranties of the Company, WINGS, and AMC; and the personal guaranty of T. Michael Ansley, President, CEO, Chairman of the Board of Directors, and a principal shareholder of the Company.

The Bridge Loan Agreement provides for a short-term bridge loan in the total principal amount of $920,000, matures on April 23, 2011 and requires interest-only payments until maturity. The outstanding amounts borrowed under the Bridge Loan Agreement bear interest at a floating rate, adjusted daily, equal to the Bank’s Prime Rate plus 3%. The Bridge Loan Agreement is secured by a junior mortgage on the Brandon Property; the corporate guaranties of the Company, WINGS, and AMC Group; and the personal guaranty of T. Michael Ansley.

The Company obtained a Section 504 Authorization for Debenture Guaranty issued by the U.S. Small Business Administration (“SBA”) on April 1, 2010. The parties anticipate that the Bridge Loan Agreement will be replaced by a Section 504 loan from the SBA as soon as the necessary paperwork has been completed. This process is expected to take approximately 90 — 120 days. The Section 504 loan will bear a fixed interest rate of 4.93% for its 20-year duration.

The Promissory Note is in the principal amount of $245,754, matures on August 1, 2013, is amortized over 15 years, and requires monthly principal and interest installments of $2,209 with the balance due at maturity. The outstanding amounts borrowed under the Promissory Note bear interest at 7% per annum. The Promissory Note is unsecured.

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The remainder of the purchase price for the Brandon Property was financed using the Company’s working capital.

3. PROPERTY AND EQUIPMENT

Property and equipment are comprised of the following assets:

On February 1, the Company acquired nine of its affiliated restaurants through the Affiliates Acquisition; refer to Note 2 for details. On June 24, 2010, MCA Enterprises Brandon, Inc., a wholly-owned subsidiary of the Company, completed the purchase of the Brandon Property; refer to Note 2 for details.

Accumulated depreciation increased from $2,187,871 at December 27, 2009 to $9,614,180 at June 27, 2010, an increase of $7,426,309. This was largely due to the recent Affiliates Acquisition (refer to Note 2 for details). The portion of this increase attributable to depreciation for the six months ended June 27, 2010 is $1,147,477 compared to $701,830 for the six months ended June 30, 2009.

4. INTANGIBLES

Intangible assets are comprised of the following:

On February 1, the Company acquired nine of its affiliated restaurants through the Affiliates Acquisition; refer to Note 2 for details.

Accumulated amortization increased from $11,818 at December 27, 2009 to $96,723 at June 27, 2010, an increase of $84,905. This was largely due to the recent Affiliates Acquisition (refer to Note 2 for details). The portion of this increase attributable to amortization for the six months ended June 27, 2010 is $15,798 compared to $3,015 for the six months ended June 30, 2009.

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June 27 December 27 2010 2009 Land $ 385,959 $ — Building 2,243,861 — Equipment 7,312,657 3,008,670 Furniture and fixtures 1,974,209 831,313 Leasehold improvements 12,590,925 6,087,233 Restaurant construction in progress 365,392 126,804

Total 24,873,003 10,054,020 Less accumulated depreciation (9,614,180 ) (2,187,871 )

Property and equipment, net $ 15,258,823 $ 7,866,149

June 27 December 27 2010 2009 Amortized Intangibles:

Franchise fees $ 358,750 $ 141,250 Trademark 2,500 2,500 Loan fees 149,825 15,691

Total 511,075 159,441 Less accumulated amortization (96,723 ) (11,818 )

Amortized Intangibles, net 414,352 147,623

Unamortized Intangibles:

Liquor licenses 542,218 264,360

Total Intangibles, net $ 956,570 $ 411,983

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5. RELATED PARTY TRANSACTIONS

The Affiliates Acquisition (refer to Note 2 for details) was accomplished by issuing unsecured promissory notes to each selling shareholder that bear interest at 6% per year, mature on February 1, 2016, and are payable in quarterly installments, with principal and interest fully amortized over six years.

Fees for monthly accounting and financial statement compilation services are paid to an entity owned by a director and stockholder of the Company. Fees paid during the three months ended June 27, 2010 and the three months ended June 30, 2009 were $49,160 and $18,836, respectively. Fees paid during the six months ended June 27, 2010 and the six months ended June 30, 2009 were $103,933 and $39,876, respectively.

Management and advertising fees were earned from restaurants affiliated with the Company through common ownership and management control (prior to the February 1, 2010 Affiliates Acquisition; refer to Note 2 for details). Fees earned during the three months ended June 27, 2010 and the three months ended June 30, 2009 totaled $0 and $441,276, respectively. Fees earned during the six months ended June 27, 2010 and the six months ended June 30, 2009 totaled $165,886 and $897,805, respectively. Accounts receivable arising from such billed fees were $0 and $128,473 at June 27, 2010 and December 31, 2009, respectively.

The Company is a guarantor of debt of one entity that is affiliated through common ownership and management control. Under the terms of the guarantee, the Company’s maximum liability is equal to the unpaid principal and any unpaid interest. There are currently no separate agreements that provide recourse for the Company to recover any amounts from third parties should the Company be required to pay any amounts or otherwise perform under the guarantee, and there are no assets held either as collateral or by third parties, that, under the guarantee, the Company could liquidate to recover all or a portion of any amounts required to be paid under the guarantee. The event or circumstance that would require the Company to perform under the guarantee is an “event of default”, which is defined in the related note agreements principally as a) default of any liability, obligation, or covenant with a bank, including failure to pay, b) failure to maintain adequate collateral security value, or c) default of any material liability or obligation to another party. As of June 27, 2010 and December 27, 2009, the carrying amount of the underlying debt obligation of the related entity was $1,932,993 and 2,938,000, respectively. The Company’s guarantee extends for the full term of the debt agreement, which expires in 2019. This amount is also the maximum potential amount of future payments the Company could be required to make under the guarantee. As noted above, the Company, and the related entity for which it has provided the guarantee, operates under common ownership and management control and, in accordance with FASB ASC 460, Guarantees, the initial recognition and measurement provisions of ASC 460 do not apply. At June 27, 2010, payments on the debt obligation were current.

Long-term debt (refer to Note 6 for details) contains two promissory notes in the amount of $100,000 each, along with accrued interest, due to two of DRH’s stockholders. The notes commenced in January 2009, bear interest at a rate of 3.2% per annum, and are being repaid in monthly installments of approximately $4,444 each over a two-year period.

Current debt (refer to Note 6 for details) also includes a promissory note to a DRH stockholder in the amount of $250,000. The note is a demand note that does not require principal or interest payments. Interest is accrued at 8% per annum and is compounded quarterly. The Company has 180 days from the date of demand to pay the principal and accrued interest.

Refer to Note 9 for related party operating lease transactions.

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6. LONG-TERM DEBT

Long-term debt consists of the following obligations:

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June 27 December 27 2010 2009 Senior Secured Term Loan to a bank secured by a senior lien on all company

assets. Scheduled monthly principal and interest payments are approximately $120,000 through maturity in May 2017. Interest is charged based on a swap arrangement designed to yield a fixed annual rate of 7.10%. $ 8,914,220 —

Note payable to a bank secured by a senior mortgage on the Brandon Property,

corporate guaranties, and a personal guaranty. Scheduled monthly principal and interest payments are approximately $8,000 for the period beginning July 2010 through maturity in June 2030, at which point a balloon payment of $413,550 is due. Interest is charged based on a fixed rate of 6.72%, per annum, through June 2017, at which point the rate will adjust to the U.S. Treasury Securities Rate plus 4% (and every seven years thereafter). 1,150,000 —

Note payable to a bank secured by a junior mortgage on the Brandon Property,

corporate guaranties, and a personal guaranty. The agreement provides for a short-term bridge loan (which will be transferred to a long-term SBA loan within 90 – 120 days), matures in April 2011, and requires interest-only payments until maturity. Interest is charged at a floating rate, adjusted daily, equal to the Bank’s Prime Rate plus 3%. The rate at June 27, 2010 was approximately 6.25%. 920,000 —

DLOC to a bank, secured by a senior lien on all company assets. Scheduled

interest payments are charged at a rate of 4% over the 30-day LIBOR (the rate at June 27, 2010 was approximately 4.35%). In November 2011, if the Company has not already elected to do so (which is its intent), the DLOC will convert into a term loan bearing interest at 4% over the 30-day LIBOR and will mature in May 2017. The DLOC includes a carrying cost of .25% per year of any available but undrawn amounts. 657,136 —

Unsecured note payable that matures in August 2013 and requires monthly

principal and interest installments of approximately $2,200, with the balance due at maturity. Interest is 7% per annum. 245,754 —

Note payable to a bank secured by the property and equipment of Bearcat

Enterprises, Inc. as well as personal guarantees of certain stockholders and various related parties. Scheduled monthly principal and interest payments are approximately $4,600 including annual interest charged at a variable rate of 3.70% above the 30-day LIBOR rate. The rate at June 27, 2010 was approximately 4.05%. The note matures in September 2014. 48,059 —

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Scheduled principal maturities of long-term debt for each of the five years succeeding December 27, 2009, and thereafter, are summarized as follows:

Interest expense was $518,143 and $104,585 (including related party interest expense of $52,581 for the three months ended June 27, 2010 and $5,758 for the three months ended June 30, 2009; refer to Note 5 for further details) for the three months ended June 27, 2010 and the three months ended June 30, 2009, respectively. Interest expense was $668,426 and $215,892 (including related party interest expense of $58,351 for the six months ended June 27, 2010 and $11,717 for the six months ended June 30, 2009; refer to Note 5 for further details) for the six months ended June 27, 2010 and the six months ended June 30, 2009, respectively.

The above agreements contain various customary financial covenants generally based on the performance of the specific borrowing entity and other related entities. The more significant covenants consist of a minimum debt service coverage ratio and a maximum lease adjusted leverage ratio, both of which we are in compliance with as of June 27, 2010.

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June 27 December 27 2010 2009 Note payable to Ford Credit secured by a vehicle purchased by Flyer Enterprises,

Inc. to be used in the operation of the business. This is an interest-free loan under a promotional 0% rate. Scheduled monthly principal payments are approximately $430. The note matures in April 2013. 14,592 —

Various notes payable to a bank or leasing company secured by property and

equipment as well as corporate and personal guarantees of DRH; the Company’s subsidiaries; certain stockholders; and/or various related parties. The various agreements called for either monthly interest only, principal, and/or interest payments in the aggregate amount of $117,169. Interest charges ranged from LIBOR plus 2% to a fixed rate of 9.15% per annum. The various notes were scheduled to mature between February 2011 and December 2015. These various notes were paid off upon the execution of the Credit Facility. — 4,956,607

Obligations under capital leases (Note 10) — 693,196 Notes payable — related parties (Note 5) 3,338,059 354,848

Total long-term debt $ 15,287,820 $ 6,004,651 Less current portion (2,233,716 ) (1,402,742 )

Long -term debt, net of current portion $ 13,054,104 $ 4,601,909

Year Amount 2010 $ 2,233,716 2011 1,575,584 2012 1,777,900 2013 2,099,989 2014 2,004,175 Thereafter 5,596,456

Total $ 15,287,820

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7. CAPITAL STOCK (INCLUDING PURCHASE WARRANTS AND O PTIONS)

On July 30, 2007, DRH granted options for the purchase of 150,000 shares of common stock to the directors of the Company. These options vest ratably over a three-year period and expire six years from issuance. Once vested, the options can be exercised at a price of $2.50 per share. Stock option expense of $8,078 and $8,077, as determined using the Black-Scholes model, was recognized during the three months ended June 27, 2010 and the three months ended June 30, 2009, respectively, as compensation cost in the consolidated statements of operations and as additional paid-in capital on the consolidated statement of stockholders’ equity to reflect the fair value of shares vested as of June 27, 2010. The fair value of unvested shares, as determined using the Black-Scholes model, is $2,743 as of June 27, 2010. The fair value of the unvested shares will be amortized ratably over the remaining vesting term. The valuation methodology used an assumed term based upon the stated term of three years, a risk-free rate of return represented by the U.S. Treasury Bond rate and volatility factor of 0 based on the concept of minimum value as defined in FASB ASC 718, Compensation—Stock Compensation . A dividend yield of 0% was used because the Company has never paid a dividend and does not anticipate paying dividends in the reasonably foreseeable future.

In October 2009, one member of the Board of Directors exercised 6,000 vested options at a price of $2.50 per share. Consequently, at June 27, 2010, 144,000 shares of authorized common stock are reserved for issuance to provide for the exercise of the Company’s stock options.

On November 30, 2006, pursuant to a private placement, DRH issued warrants to purchase 800,000 common shares at a purchase price of $1 per share. These warrants vested over a three-year period from the issuance date and expired on November 30, 2009. The fair value of these warrants, which totaled approximately $145,000 as determined using the Black-Scholes model, was recognized as an offering cost in 2006. The valuation methodology used an assumed term based upon the stated term of three years, a risk-free rate of return represented by the U.S. Treasury Bond rate and volatility factor of 0 based on the concept of minimum value as defined in FASB ASC 505-50, Equity Based Payments to Non-Employees. A dividend yield of 0% was used because the Company has never paid a dividend and does not anticipate paying dividends in the reasonably foreseeable future. An extension of time to exercise warrants until December 31, 2009 was approved by resolution of the disinterested directors of the Company. As of June 27, 2010, all 800,000 warrants were exercised at the option price of $1 per share.

The Company has authorized 10,000,000 shares of preferred stock at a par value of $0.0001. No preferred shares are issued or outstanding as of June 27, 2010. Any preferences, rights, voting powers, restrictions, dividend limitations, qualifications, and terms and conditions of redemption shall be set forth and adopted by a board of directors’ resolution prior to issuance of any series of preferred stock.

8. INCOME TAXES

The benefit (provision) for income taxes consists of the following components for the three and six months ended June 27, 2010 and the three and six months ended June 30, 2009:

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Three Months Ended Six Months Ended June 27 June 30 June 27 June 30 2010 2009 2010 2009 Federal

Current $ — $ — $ — $ — Deferred 295,744 (71,476 ) 410,100 (105,127 )

State Current (36,502 ) — (73,004 ) — Deferred (14,779 ) 44,808 17,883 36,698

Income Tax Benefit (Provision) $ 244,463 $ (26,668 ) $ 354,979 $ (68,429 )

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The benefit (provision) for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to loss before income taxes. The items causing this difference are as follows:

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company expects the deferred tax assets to be fully realizable within the next several years. Significant components of the Company’s deferred income tax assets and liabilities are summarized as follows:

If deemed necessary by management, the Company establishes valuation allowances in accordance with the provisions of FASB ASC 740, Income Taxes . Management continually reviews realizability of deferred tax assets and the Company recognizes these benefits only as reassessment indicates that it is more likely than not that such tax benefits will be realized.

The Company expects to use net operating loss and general business tax credit carry-forwards before its 20-year expiration. A significant amount of net operating loss carry forwards were used when the Company purchased nine affiliated restaurants, which were previously managed by DRH. Net operating loss carry forwards of $273,141 and $1,956,042 will expire in 2029 and 2028, respectively. General business tax credits of $35,000, $78,356, $59,722 and $46,144 will expire in 2030, 2029, 2028 and 2027, respectively.

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June 27 December 27 2010 2009 Income tax benefit (provision) at federal statutory rate $ 58,760 $ (207,455 ) State income tax benefit (provision) (55,121 ) (57,585 ) Permanent differences (24,056 ) (32,111 ) Tax credits 70,000 93,500 Other 305,396 (48,413 )

Income tax benefit (provision) $ 354,979 $ (252,064 )

June 27 December 27 2010 2009 Deferred tax assets:

Net operating loss carry forwards $ 757,922 $ 954,370 Deferred rent expense 566,993 78,998 Start-up costs 236,851 104,327 Tax credit carry forwards 262,544 164,366 Swap loss recognized for book — 56,970 Other — including state deferred tax assets 425,757 193,781

Total deferred assets 2,250,067 1,552,812

Deferred tax liabilities: Other — including state deferred tax liabilities 240,113 146,325 Tax depreciation in excess of book 1,223,012 1,159,733

Total deferred tax liabilities: 1,463,125 1,306,058

Net deferred income tax assets $ 786,942 $ 246,754

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The Company classifies all interest and penalties as income tax expense. There are no accrued interest amounts or penalties related to uncertain tax positions as of June 27, 2010.

In July 2007, the State of Michigan signed into law the Michigan Business Tax Act (“MBTA”), replacing the Michigan Single Business Tax, with a business income tax and a modified gross receipts tax. This new tax took effect January 1, 2008 and, because the MBTA is based on or derived from income-based measures, the provisions of ASC 740 apply as of the enactment date. The law, as amended, established a deduction to the business income tax base if temporary differences associated with certain assets results in a net deferred tax liability as of December 31, 2007 (the year of enactment of this new tax). This deduction has a carry-forward period to at least tax year 2029. This benefit amounts to $33,762.

The Company is a member of a unitary group with other parties related by common ownership according to the provisions of the MBTA. This group will file a single tax return for all members. An allocation of the current and deferred Michigan business tax incurred by the unitary group has been made based on an estimate of Michigan business tax attributable to the Company and has been reflected as state income tax expense in the accompanying interim consolidated financial statements consistent with the provisions of ASC 740.

The Company files income tax returns in the United States federal jurisdiction and various state jurisdictions.

9. OPERATING LEASES (INCLUDING RELATED PARTY)

Lease terms are generally 10 to 15 years (with the exception of our office lease, which is a four-year term), with renewal options, and generally require us to pay a proportionate share of real estate taxes, insurance, common area maintenance, and other operating costs. Some restaurant leases provide for contingent rental payments based on sales thresholds.

The Company previously leased its office facilities under a lease that required monthly payments of $3,835; this lease expired on April 30, 2010. The Company relocated its general offices, effective March 1, 2010, signed a new four-year lease for 5,340 sq. ft. of office space that commenced in March 2010, requires monthly payments of $4,450, expires in May 2014, and contains two two-year options to extend.

The Company renegotiated its lease for AMC Northport, Inc. Effective March 1, 2009, the base rent is approximately $6,129, reduced from approximately $12,267, through February 2011. For consideration of the above rent modification, DRH agreed to guarantee the rent for a period of five years beginning March 1, 2009. The lease contains two five-year options to extend.

The Company renegotiated its lease for AMC Riverview, Inc. Effective April 2009, the base rent was reduced from approximately $12,800 to approximately $9,600 through March 2010. An extension to this rent reduction was later granted through May 2010. Beginning in June 2010, the rent reverted back to its original $12,800 amount. The lease contains two five-year options to extend.

Flyer Enterprises, Inc. signed a 10-year lease that commenced in December 1999, requires monthly payments of $11,116 (with 3% annual increases), and expired in December 2009. An option was exercised on the lease, extending the expiration date to December 2014.

TMA Enterprises of Novi, Inc. signed a 12-year lease that commenced in June 2002, requires monthly payments of approximately $14,493 (with an approximate 9% rent increase in June 2012), expires in 2014, and contains one five-year renewal option.

Bearcat Enterprises, Inc. signed a 15-year lease, from an entity related through common ownership, which commenced in February 2004, requires monthly payments of approximately $20,197, expires in 2019, and contains three five-year options to extend.

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TMA Enterprises of Ferndale, LLC signed a 10-year lease that commenced in March 2005, requires monthly payments of approximately $8,864, expires in 2015, and contains two five-year options to extend.

Buckeye Group II, LLC signed a 10-year lease that commenced in April 2006, requires monthly payments of approximately $15,102, expires in 2016, and contains two five-year options to extend.

AMC Warren, LLC signed a 10-year lease that commenced in July 2006, requires monthly payments of approximately $15,755, expires in 2016, and contains two five-year options to extend.

Berkley Burgers, Inc. signed a 15-year lease, from an entity related through common ownership, which commenced in February 2008, requires monthly payments of approximately $6,300, expires in February 2023, and contains three five-year options to extend.

AMC Grand Blanc, Inc. signed a 10-year lease that commenced in March 2008, requires monthly payments of approximately $10,300, expires in 2018, and contains two five-year options to extend.

AMC Troy, Inc. and Ann Arbor Burgers, Inc. both signed 10-year leases that commenced in August 2008, require monthly payments of approximately $13,750 and $6,890, respectfully, expire in 2018, and contain two five-year options to extend.

AMC Petoskey, Inc. signed a 10-year lease that commenced in August 2008, requires monthly payments of approximately $9,000, expires in 2018, and contains two five-year options to extend.

AMC Flint, Inc.’s signed a 10-year lease that commenced in December 2008, requires monthly payments of approximately $4,800, expires in 2018, and contains three five-year options to extend.

The Company renegotiated its lease for Buckeye Group, LLC. Effective April 2009, the base rent was reduced from approximately $13,333 to approximately $9,333. The term of the lease was also extended through 2017 and contains two five-year options to extend.

AMC Port Huron, Inc. signed a 10-year lease that commenced in June 2009, requires monthly payments of approximately $6,500, expires in 2019, and contains three five-year options to extend.

Troy Burgers, Inc. signed a 10-year lease that commenced in February 2010, requires monthly payments of approximately $7,000 (rent is based on a percentage of revenues, not to exceed approximately $7,000 per month), expires in 2020, and contains two five-year options to extend.

The Company renegotiated its lease for Anker, Inc. Effective March 2010, the base rent was reduced from approximately $9,354 to approximately $6,800 through April 2021. The term of the lease was also extended through April 2021 and contains two five-year options to extend.

Total rent expense was $573,619 and $275,805 for the three months ended June 27, 2010 and June 30, 2009, respectively (of which $82,538 and $20,872 for the three months ended June 27, 2010 and June 30, 2009, respectively, were paid to a related party). Rent expense was $1,183,785 and $550,202 for the six months ended June 27, 2010 and June 30, 2009, respectively (of which $144,331 and $41,744 for the six months ended June 27, 2010 and June 30, 2009, respectively, were paid to a related party).

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Scheduled future minimum lease payments for each of the five years and thereafter for non-cancelable operating leases with initial or remaining lease terms in excess of one year at June 27, 2010 are summarized as follows:

10. CAPITAL LEASES

Starting January 2009 through February 2010, the Company entered into agreements to sell and immediately lease back various equipment and furniture at its Flint BWW, Port Huron BWW, and Novi Bagger Dave’s locations, respectively. These leases required between 36 and 48 monthly payments of approximately $29,787 combined, including applicable taxes, with options to purchase the assets under lease for a range of $1 to $100 at the conclusion of the lease. These transactions, prior to the Credit Facility, were reflected in the interim consolidated financial statements as capital leases with a combined asset values recorded at their combined purchase price of $1,108,780 and depreciated as purchased furniture and equipment, and the lease obligations included in long-term debt at its present value. As a result of the Senior Secured Term Loan of the Credit Facility (refer to Note 2 for details), these lease obligations were paid in full, along with applicable prepayment penalties.

11. COMMITMENTS AND CONTINGENCIES

Prior to February 1, 2010, the Company had management service agreements in place with nine BWW restaurants located in Michigan and Florida. These management service agreements contained options that allowed WINGS to purchase each restaurant for a price equal to a factor of twice the average EBITDA of the restaurant for the previous three fiscal years (2007, 2008, and 2009) less long-term debt. These options were exercised by the subsidiary on February 1, 2010, six months prior to the expiration of the options and in line with the Company’s strategic plan (refer to Note 2 for details).

The Company assumed, from a related entity, an “Area Development Agreement” with BWWI in which the Company undertakes to open 23 BWW restaurants within their designated “development territory”, as defined by the agreement, by October 1, 2016. On December 12, 2008, this agreement was amended adding nine additional restaurants and extending the date of fulfillment to March 1, 2017. Failure to develop restaurants in accordance with the schedule detailed in the agreement could lead to potential penalties of $50,000 for each undeveloped restaurant, payment of the initial franchise fees for each undeveloped restaurant, and loss of rights to development territory. As of June 27, 2010, of the 38 restaurants required to be opened, 17 of these restaurants, including six that were in operation prior to the initial Area Development Agreement, had been opened for business.

The Company is required to pay BWWI royalties (5% of net sales) and advertising fund contributions (3% of net sales) for the term of the individual franchise agreements. The Company incurred $491,898 and $191,520 in royalty expense for the three months ended June 27, 2010 and the three months ended June 30, 2009, respectively. The Company incurred $891,034 and $375,380 in royalty expense for the six months ended June 27, 2010 and the six months ended June 30, 2009, respectively. Advertising fund contribution expenses were $296,556 and $108,358 for the three months ended June 27, 2010 and the three months ended June 30, 2009, respectively. Advertising fund contribution expenses were $540,608 and $222,329 for the three months ended June 27, 2010 and the three months ended June 30, 2009, respectively.

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Year Amount 2010 $ 2,633,067 2011 2,476,780 2012 2,558,860 2013 2,624,804 2014 2,496,364 Thereafter 6,155,604

Total $ 18,945,479

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The Company is required by its various BWWI franchise agreements to modernize the restaurants during the term of the agreements. The individual agreements generally require improvements between the fifth year and the tenth year to meet the most current design model that BWWI has approved. The modernization costs can range from approximately $50,000 to approximately $500,000 depending on the individual restaurant’s needs.

The Company is subject to ordinary, routine, legal proceedings, as well as demands, claims and threatened litigation, which arise in the ordinary course of its business. The ultimate outcome of any litigation is uncertain. While unfavorable outcomes could have adverse effects on the Company’s business, results of operations, and financial condition, management believes that the Company is adequately insured and does not believe that any pending or threatened proceedings would adversely impact the Company’s results of operations, cash flows, or financial condition.

12. SUPPLEMENTAL CASH FLOWS INFORMATION

Other Cash Flows Information

Cash paid for interest was $518,143 and $104,585 during the three months ended June 27, 2010 and the three months ended June 30, 2009, respectively. Cash paid for interest was $668,426 and $215,892 during the six months ended June 27, 2010 and the six months ended June 30, 2009, respectively.

Cash paid for income taxes was $15,457 and $0 during the three months ended June 27, 2010 and the three months ended June 30, 2009, respectively. Cash paid for income taxes was $110,436 and $0 during the six months ended June 27, 2010 and the six months ended June 30, 2009, respectively.

Supplemental Schedule of Non-Cash Operating, Invest ing, and Financing Activities

Capital expenditures of $250 thousand were funded by capital lease borrowing during the six months ended June 27, 2010.

Current assets of $951,745, long-term assets of $4,053,081, current liabilities of $1,695,201, long-term liabilities of $3,149,907, and equity of $159,718 were assumed in the February 1, 2010 Affiliates Acquisition.

The $9 million Senior Secured Term Loan of the new Credit Facility paid off approximately $8,577,071 of existing debt.

Approximately $2.3 million of long-term assets and debt were assumed in the Brandon Property purchase.

13. FAIR VALUE OF FINANCIAL INSTRUMENTS

As of June 27, 2010 and December 27, 2009, our financial instruments consisted of cash equivalents, accounts receivable, accounts payable and debt. The fair value of cash equivalents, accounts receivable, accounts payable and short-term debt approximate its carrying value, due to its short-term nature. Also, the fair value of notes payable — related party approximates the carrying value due to its short-term maturities. As of June 27, 2010, our total debt, less related party debt, was approximately $11.9 million and had a fair value of approximately $8.9 million. As of December 27, 2009, our total debt was approximately $5.6 million and had a fair value of approximately $5.7 million. The Company estimates the fair value of its fixed-rate debt using discounted cash flow analysis based on the Company’s incremental borrowing rate.

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There was no impact for adoption of FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) , to the consolidated financial statements as of September 30, 2009. ASC 820 requires fair value measurement to be classified and disclosed in one of the following three categories:

Interest rate swaps held by the Company for risk management purposes are not actively traded. The Company measures the fair value using broker quotes which are generally based on market observable inputs including yield curves and the value associated with counterparty credit risk. The interest rate swaps discussed in Notes 1 and 6 fall into the Level 2 category under the guidance of ASC 820. The fair market value of the interest rate swaps as of June 27, 2010 was a liability of $404,921, which is recorded in other liabilities on the consolidated balance sheet. The fair value of the interest rate swaps at December 27, 2009 was a liability of $167,559. Unrealized loss associated with interest rate swap positions in existence at June 27, 2010, which are reflected in the statement of stockholders’ (deficit) equity, totaled $404,921 for the six months ended June 27, 2010 and are included in comprehensive (loss) income.

14. SUBSEQUENT EVENTS

On July 31, 2010, the Company entered into a stock option agreement (“Stock Option Agreement”) with each of its directors as compensation for their services as directors, including T. Michael Ansley, who serves as the Company’s President and Chief Executive Officer, and David G. Burke, who serves as the Company’s Chief Financial Officer and Treasurer; refer to our 8-K filing of August 5, 2010 for further details. The Stock Option Agreements granted each of the directors, including Mr. Ansley and Mr. Burke, the option to purchase 30,000 shares of common stock exercisable at $2.50 per share. The options expire on July 31, 2016. The options and the underlying shares of common stock are restricted securities. The options vest for each of the directors according the schedule set forth below, subject to continued service as a director:

Effective July 29, 2010, the Company exercised an option, with BWWI, to renew its Anker, Inc. franchise agreement.

On August 10, 2010, the Company announced the expansion of its Bagger Dave’s concept to the Brighton, Michigan area. The new Bagger Dave’s restaurant is anticipated to open by the end of the year.

The Company evaluated subsequent events for potential recognition and/or disclosure through August 10, 2010, the date the interim consolidated financial statements were issued.

• Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

• Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

• Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

Director Option Vesting Dates T. Michael Ansley 10,000 shares on July 31, 2011 10,000 shares on July 31, 2012 10,000 shares on July 31, 2013 David G. Burke 10,000 shares on July 31, 2011 10,000 shares on July 31, 2012 10,000 shares on July 31, 2013 Jay A. Dusenberry 10,000 shares on July 31, 2011 10,000 shares on July 31, 2012 10,000 shares on July 31, 2013 David Ligotti 10,000 shares on July 31, 2011 10,000 shares on July 31, 2012 10,000 shares on July 31, 2013 Gregory J. Stevens 10,000 shares on July 31, 2011 10,000 shares on July 31, 2012 10,000 shares on July 31, 2013 Bill McClintock 10,000 shares on June 3, 2011 10,000 shares on June 3, 2012 10,000 shares on June 3, 2013 Joseph M. Nowicki 10,000 shares on June 3, 2011 10,000 shares on June 3, 2012 10,000 shares on June 3, 2013

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Item 2. Management’s Discussion and Analysis of Fin ancial Condition and Results of Operations

(The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated interim financial statements and related notes included in Item 1 of Part 1 of this Quarterly Report and the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results from Operations contained in our Form 10-K for the fiscal year ended December 27, 2009.)

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in this “Quarterly Report on Form 10-Q” may contain information that includes or is based upon certain “forward-looking statements” relating to our business. These forward-looking statements represent management’s current judgment and assumptions, and can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements are frequently accompanied by the use of such words as “anticipates,” “plans,” “believes,” “expects,” “projects,” “intends,” and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors, including, while it is not possible to predict or identify all such risks, uncertainties, and other factors, those relating to our ability to secure the additional financing adequate to execute our business plan; our ability to locate and start up new restaurants; acceptance of our restaurant concepts in new market places; the cost of food and other raw materials. Any one of these or other risks, uncertainties, other factors, or any inaccurate assumptions may cause actual results to be materially different from those described herein or elsewhere by us. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they were made. Certain of these risks, uncertainties, and other factors may be described in greater detail in our filings from time to time with the Securities and Exchange Commission, which we strongly urge you to read and consider. Subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above and elsewhere in our reports filed with the Securities and Exchange Commission. We expressly disclaim any intent or obligation to update any forward-looking statements.

OVERVIEW

DRH is a leading Buffalo Wild Wings ® (“BWW”) franchisee that is rapidly expanding through organic growth and acquisitions. It operates 17 BWW restaurants; 12 in Michigan and five in Florida. DRH also created its own unique, full-service restaurant concept: Bagger Dave’s Legendary Burgers and Fries ® (“Bagger Dave’s”), which falls within the full-service, ultra-casual dining segment and was launched in January 2008. As of June 27, 2010, we owned and operated three Bagger Dave’s ® restaurants in Southeast Michigan with the most recent store opening in February 2010. We also have Franchise Disclosure Documents approved and filed in Michigan, Indiana, and Ohio for our Bagger Dave’s concept.

ACQUISITION OF NINE AFFILIATED BWW RESTAURANTS

Results for the six months ended June 27, 2010 include five months of financial results associated with the acquisition, on February 1, 2010, of nine BWW locations in Michigan and Florida from affiliates of the Company (the “Affiliates Acquisition”). The Affiliates Acquisition was valued at $3.1 million Previously, AMC Group, Inc. (“AMC”), a wholly-owned subsidiary of DRH, had a service agreement with our affiliated restaurants’ cooperative management company, to manage and operate the nine affiliated BWW restaurants. This agreement called for AMC to collect a service fee, up to 8%, of the revenue of each restaurant under management.

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We received the right to exercise the purchase option as part of our initial public offering in August 2008. The acquisition of these restaurants was financed through six-year promissory notes that mature on February 1, 2016 and bear interest at 6% per year (payable on a quarterly basis). The stores range in age from four to 10 years. In 2009, these restaurants generated $24.4 million in revenue and we received management and advertising fee revenue of $1.7 million. The acquisition of the affiliated BWW locations allows us to fully realize the economic benefits associated with these nine BWW stores in 2010 and beyond.

The impact of the acquisition to our interim financial statements is reflected in the consolidated interim balance sheets, statements of operations, statements of comprehensive (loss) income, statements of stockholders’ (deficit) equity, statements of cash flows, and notes to the interim consolidated financial statements. Refer to Note 2 in the notes to interim consolidated financial statements for further details.

EXECUTION OF $15 MILLION COMPREHENSIVE CREDIT FACIL ITY

On May 5, 2010, the Company, together with its wholly-owned subsidiaries, entered into a $15 million Credit Facility with RBS Citizens, N.A., a national banking association. The Credit Facility consists of a $6 million development line of credit and a $9 million senior secured term loan. Refer to Note 2 in the notes to interim consolidated financial statements for further details.

PURCHASE OF BUILDING IN BRANDON, FLORIDA

On June 24, 2010, MCA Enterprises Brandon, Inc., a wholly-owned subsidiary of AMC Wings, Inc., completed the purchase of its previously-leased BWW location at 2055 Badlands Drive, Brandon, FL 33511 pursuant to the terms of a Purchase and Sale Agreement dated March 25, 2010, between MCA Brandon Enterprises, Inc. and Florida Wings Group, LLC. Refer to Note 2 in the notes to interim consolidated financial statements for further details.

RESULTS OF OPERATIONS

For the three months ended June 27, 2010 and for the six months ended June 27, 2010, revenue was generated from the operations of 17 BWW restaurants (of which nine were acquired on February 1, 2010 with the Affiliates Acquisition), the operations of three Bagger Dave’s Legendary Burgers and Fries (“Bagger Dave’s”) restaurants (with the newest location in Novi, MI recently opened in February 2010), and the collection for the month of January 2010 of management and advertising fees from service agreements with the nine affiliated BWW restaurants acquired on February 1, 2010. For the three months ended June 30, 2009 and the six months ended June 30, 2009, revenue was generated from the operations of seven BWW restaurants, the operations of two Bagger Dave’s restaurants, and the collection of management and advertising fees from service agreements with the then-affiliated and managed nine BWW restaurants.

REVENUE

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Three Months Ended June 27 June 30 $ % 2010 2009 Change Change Revenue Food and beverage sales $ 10,683,821 $ 4,305,776 $ 6,378,045 148.1 % Management and advertising fees — 441,276 (441,276 ) (100.0 )%

Total revenue $ 10,683,821 $ 4,747,052 $ 5,936,769

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Total revenue increased to $10.7 million as food and beverage sales growth of $6.4 million, or 148.1%, more than offset the decline in management and advertising fees of $441,276, or 100.0%. The increase in food and beverage sales and the decrease in management and advertising fees were primarily due to the Affiliates Acquisition (refer to Note 2 for more details).

Total revenue increased to $19.5 million as food and beverage sales growth of $10.9 million, or 129.0%, more than offset the decline in management and advertising fees of $731,919, or 81.5%. The increase in food and beverage sales and the decrease in management and advertising fees were primarily due to the Affiliates Acquisition (refer to Note 2 for more details).

OPERATING EXPENSES

When comparing the three months ended June 27, 2010 to the three months ended June 30, 2009, total operating expenses increased by $5.9 million as a direct result of the Affiliates Acquisition (refer to Note 2 for more details). Further explanations for fluctuations in the percentage of total revenue are detailed below.

Compensation costs increased 127.7% due to the Affiliates Acquisition. As a percentage of total revenue, compensation costs remained fairly consistent at 31.8% and 31.4% for the three months ended June 27, 2010 and June 30, 2009, respectively.

Food and beverage costs increased 132.7% for the three months ended June 27, 2010 when compared with the three months ended June 30, 2009 due to the Affiliates Acquisition. As a percentage of food and beverage revenue, food and beverage costs decreased from 31.3% for the three months ended June 30, 2009 to 29.4% for the three months ended June 27, 2010, primarily due to a decrease in fresh, bone-in chicken wing prices.

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Six Months Ended June 27 June 30 $ % 2010 2009 Change Change Revenue Food and beverage sales $ 19,325,822 $ 8,440,786 $ 10,885,036 129.0 % Management and advertising fees 165,886 897,805 (731,919 ) (81.5 )%

Total revenue $ 19,491,708 $ 9,338,591 $ 10,153,117

Three Months Ended % Total % Total June 27 June 30 $ % Revenue Revenue 2010 2009 Change Change 2010 2009 Operating expenses Compensation costs $ 3,397,029 $ 1,491,686 $ 1,905,343 127.7 % 31.8 % 31.4 % Food and beverage costs * 3,137,948 1,348,406 1,789,542 132.7 % 29.4 %* 31.3 %* General and administrative 2,642,782 1,019,158 1,623,624 159.3 % 24.7 % 21.5 % Pre-opening 111,921 131,277 (19,356 ) (14.7 )% 1.0 % 2.8 % Occupancy 573,619 275,805 297,814 108.0 % 5.4 % 5.8 % Depreciation and amortization 640,715 358,439 282,276 78.8 % 6.0 % 7.6 %

Total operating expenses $ 10,504,014 $ 4,624,771 $ 5,879,243

* Note that the “food and beverage costs” category of operating expenses uses percentages of revenue figures based on food and beverage revenue amounts as opposed to total revenue amounts, as is the case for all other operating expense categories.

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General and administrative costs increased by 159.3% for the three months ended June 27, 2010 when compared with the three months ended June 30, 2009 due to the Affiliates Acquisition. As a percentage of total revenue, general and administrative costs increased from 21.5% for the three months ended June 30, 2009 to 24.7% for the three months ended June 27, 2010, primarily due to an increase in overall advertising, higher repair and maintenance charges (as a result of the acquisition of more mature restaurants that came with original restaurant equipment that was of an older age), and higher audio visual charges (as a result of more sports packages purchased during the current three-month period). These increases were offset by economies of scale recognized for professional services and restaurant-specific supplies. In addition, as a result of a tax cost segregation study, we were able to ultimately decrease personal property taxes due to the allocation of certain capital assets into lower tax brackets.

Pre-opening costs decreased by 14.7% for the three months ended June 27, 2010 when compared with the three months ended June 30, 2009 due to fewer restaurants undergoing a construction phase during the current three-month period. As a percentage of total revenue, pre-opening costs decreased from 2.8% for the three months ended June 30, 2009 to 1.0% for the three months ended June 27, 2010 for the same reason.

Occupancy costs increased 108% for the three months ended June 27, 2010 when compared with the three months ended June 30, 2009 due to the Affiliates Acquisition. As a percentage of total revenue, occupancy costs for the three months ended June 27, 2010 were 5.4% compared with occupancy costs of 5.8% for the three months ended June 30, 2009, primarily due to the Brandon Property transaction, which provided a one-time reversal of accrued rent in the amount of $213,466 (refer to Note 2 for further details on the real estate transaction and Note 1, under Lease Accounting, for further details on accrued rent). This decrease was partially offset by the addition of rent for two newly-opened restaurants.

Depreciation and amortization costs increased by more than 78% for the three months ended June 27, 2010 when compared with the three months ended June 30, 2009 due to the Affiliates Acquisition. As a percentage of total revenue, depreciation and amortization costs decreased to 6.0% from 7.6% for the three months ended June 27, 2010 and June 30, 2009, respectively. Amortization costs remained fairly consistent for both periods, while depreciation costs decreased as the acquired stores have been in operation for many years and have a lower cost basis than the stores owned by the Company before the Affiliates Acquisition.

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Six Months Ended % Total % Total June 27 June 30 $ % Revenue Revenue 2010 2009 Change Change 2010 2009 Operating expenses Compensation costs $ 5,983,841 $ 2,850,893 $ 3,132,948 109.9 % 30.7 % 30.5 % Food and beverage costs * 5,810,496 2,630,402 3,180,094 120.9 % 30.1 %* 31.2 %* General and administrative 4,675,377 2,125,829 2,549,548 119.9 % 24.0 % 22.8 % Pre-opening 217,179 133,078 84,101 63.2 % 1.1 % 1.4 % Occupancy 1,183,785 550,202 633,583 115.2 % 6.1 % 5.9 % Depreciation and amortization 1,163,275 704,844 458,431 65.0 % 6.0 % 7.5 %

Total operating expenses $ 19,033,953 $ 8,995,248 $ 10,038,705

* Note that the “food and beverage costs” category of operating expenses uses percentages of revenue figures based on food and beverage revenue amounts as opposed to total revenue amounts, as is the case for all other operating expense categories.

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When comparing the six months ended June 27, 2010 to the six months ended June 30, 2009, total operating expenses increased by $10.0 million as a direct result of the Affiliates Acquisition (refer to Note 2 for more details). Further explanations for fluctuations in the percentage of total revenue are detailed below.

Compensation costs increased 109.9% due to the Affiliates Acquisition. As a percentage of total revenue, compensation costs remained fairly consistent at 30.7% and 30.5% for the six months ended June 27, 2010 and June 30, 2009, respectively.

Food and beverage costs increased 120.9% for the six months ended June 27, 2010 when compared with the six months ended June 30, 2009 due to the Affiliates Acquisition. As a percentage of food and beverage revenue, food and beverage costs for the six months ended June 27, 2010 decreased to 30.1% compared with 31.2% for the six months ended June 30, 2009, primarily due to a decrease in fresh, bone-in chicken wing prices.

General and administrative costs increased by 119.9% for the six months ended June 27, 2010 when compared with the six months ended June 30, 2009 due to the Affiliates Acquisition. As a percentage of total revenue, general and administrative costs increased from 22.8% for the six months ended June 30, 2009 to 24.0% for the six months ended June 27, 2010, primarily due to an increase in overall advertising, higher repair and maintenance charges (as a result of the acquisition of more mature restaurants that came with original restaurant equipment that was of an older age), and higher audio visual charges (as a result of more sports packages purchased during the current six-month period). These increases were offset by economies of scale recognized for professional services and restaurant-specific supplies. In addition, as a result of a tax cost segregation study, we were able to ultimately decrease personal property taxes due to the allocation of certain capital assets into lower tax brackets.

Pre-opening costs increased by 63.2% for the six months ended June 27, 2010 when compared with the six months ended June 30, 2009 due to two restaurants undergoing a construction phase during the current six-month period versus one restaurant undergoing a construction phase during the first half of 2009. As a percentage of total revenue, pre-opening costs decreased from 1.4% to 1.1% when comparing the six months ended June 30, 2009 to June 27, 2010 as a result of more restaurants being open for business for a longer period of time in the first half of 2009 when compared to the first half of 2010.

Occupancy costs increased 115.2% for the six months ended June 27, 2010 when compared with the six months ended June 30, 2009 due to the Affiliates Acquisition. As a percentage of total revenue, occupancy costs for the six months ended June 27, 2010 were 6.1% compared with occupancy costs of 5.9% for the six months ended June 30, 2009, primarily due to the addition of rent for two newly-opened restaurants. This increase was partially offset by the reversal of accrued rent which resulted from the Brandon, Florida real estate transaction (refer to Note 2 for further details).

Depreciation and amortization costs increased by 65% for the six months ended June 27, 2010 when compared with the six months ended June 30, 2009 due to the Affiliates Acquisition. As a percentage of total revenue, depreciation and amortization costs decreased to 6.0% from 7.5% for the six months ended June 27, 2010 and June 30, 2009, respectively. Amortization costs remained fairly consistent for both periods, while depreciation costs decreased as the acquired stores have been in operation for many years and have a lower cost basis than the stores owned by the Company before the Affiliates Acquisition.

INTEREST AND TAXES

For the three months and six months ended June 27, 2010, interest expense was $518,413 and $668,426, respectively, compared to the three months and six months ended June 30, 2009, when interest expense of $104,585 and $215,892, respectively. For both of the current-year periods, the increase was primarily due to the one-time charge of $301,430 in the second quarter of 2010 related to pre-payment penalties on refinanced debt (see Note 2 for further details).

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For the three months and six months ended June 27, 2010, we booked an income tax benefit of $244,463 and $354,979, respectively, compared to the three months and six months ended June 30, 2009, when income tax provisions of $26,668 and $68,429, respectively, were recorded. The 2010 quarterly tax benefits primarily resulted from amounts we were able to recognize for net operating loss carry forwards, deferred rent expense, start-up costs, and tax credit carry forwards.

LIQUIDITY AND CAPITAL RESOURCES; EXPANSION PLANS

Our primary liquidity and capital requirements are for new restaurant construction, remodeling of existing restaurants, and other general business needs. We intend to fund up to 70% of future restaurants with our $6.0 million development line of credit and all remaining capital requirements from operational cash flow. The $9.0 million refinance of existing debt will free up approximately $1.0 million in cash flow for the first 12 months due to a lower fixed interest rate and the re-amortization of debt (see Note 2 and our 8-K filing of May 10, 2010 for further details on our Credit Facility).

Cash flow from operations for the six months ended June 27, 2010 is $1,674,856 compared with $1,116,224 for the six months ended June 30, 2009.

Total capital expenditures for the year are expected to be approximately $7.5 million, of which approximately $4.5 million is for new restaurant construction, $2.5 million is for real estate (see Note 2 for further details), and $0.5 million is for existing store renovations, which includes upgrades to audio/visual.

Opening new restaurants is the Company’s primary use of capital and is critical to its growth. New construction for 2010 includes:

We believe that reinvesting in existing stores is an important factor to maintaining the overall experience for our guests. Depending on the age of the existing stores, upgrades range from $50 thousand on the interior to $500 thousand for a full remodel of the restaurant. Stores are typically upgraded after approximately five years of operation and fully remodeled after approximately 10 years of operation.

Our new Credit Facility has debt covenants that have to be met on a quarterly basis. As of June 27, 2010, we are in compliance with all of them.

OFF BALANCE SHEET ARRANGEMENTS

The Company assumed, from a related entity, an Area Development Agreement with BWWI to open 23 BWW restaurants by October 1, 2016 within the designated “development territory”, as defined by the agreement. Failure to develop restaurants in accordance with the schedule detailed in the agreement could lead to potential penalties of $50,000 for each undeveloped restaurant and loss of rights to the development territory. On December 10, 2008, DRH, through its wholly-owned subsidiary, AMC Wings, Inc., entered into an amendment to the Area Development Agreement (the “Amended Agreement”) with BWWI. The Amended Agreement expanded our exclusive franchise territory in Michigan and extended, by one year, the time frame for completion of our obligations under the initial terms of the Area Development Agreement.

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• Novi, Michigan — Bagger Dave’s — opened February 22, 2010

• Marquette, Michigan — BWW — opened June 6, 2010

• Chesterfield, Michigan — BWW — construction began in the second quarter of 2010 with an anticipated opening date of Sunday, August 22, 2010

• Ft. Myers, Florida — BWW — construction is scheduled to begin in August 2010 with an anticipated opening date in the fourth quarter of 2010

• Brighton, Michigan — Bagger Dave’s — construction is scheduled to begin in September 2010 with an anticipated opening date in the fourth quarter of 2010

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The Amended Agreement includes the right to develop an additional nine BWW Restaurants, which increases the total number of BWW Restaurants we have a right to develop to 32. We have until November 1, 2017 to complete our development obligations under the Amended Agreement. As of June 27, 2010, 11 of these restaurants had been opened for business under the Amended Agreement and 21 remain. Another six restaurants were opened prior to the Area Development Agreement which, assuming that we are successful at fulfilling our Amended Agreement, will bring DRH’s total BWW restaurant count to 38 by November 1, 2017.

CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

In the ordinary course of business, we have made a number of estimates and assumptions in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ significantly from those estimates under different assumptions and conditions. We frequently reevaluate these significant factors and make adjustments where facts and circumstances dictate.

The Company believes the following accounting policies represent critical accounting policies. Critical accounting policies are those that are both most important to the portrayal of a company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. We discuss our significant accounting policies in Note 1 to the Company’s consolidated interim financial statements, including those policies that do not require management to make difficult, subjective, or complex judgments or estimates.

FASB Codification Discussion

We follow accounting standards set by the Financial Accounting Standards Board, commonly referred to as the “FASB.” The FASB sets generally accepted accounting principles that we follow to ensure we consistently report our financial condition, results of operations, and cash flows. Over the years, the FASB and other designated GAAP-setting bodies have issued standards in the form of FASB Statements, Interpretations, FASB Staff Positions, EITF consensuses, AICPA Statements of Position, etc. One standard that applies to our business is FASB Statement No. 13, Accounting for Leases. That standard, originally issued in 1976, has been interpreted and amended many times over the years.

The FASB recognized the complexity of its standard-setting process and embarked on a revised process in 2004 that culminated in the release, on July 1, 2009, of the FASB Accounting Standards Codification,™ sometimes referred to as the Codification or ASC. To the Company, this means instead of following the leasing rules in Statement No. 13, we will follow the guidance in Topic 840, Leases. The Codification does not change how the Company accounts for its transactions or the nature of related disclosures made. However, when referring to guidance issued by the FASB, the Company refers to topics in the ASC rather than Statement No. 13, etc. The above change was made effective by the FASB for periods ending on or after September 15, 2009. We have updated references to GAAP in this quarterly report on Form 10-Q to reflect the guidance in the Codification.

Property and Equipment

We record all property and equipment at cost less accumulated depreciation and we select useful lives that reflect the actual economic lives of the underlying assets. We amortize leasehold improvements over the shorter of the useful life of the asset or the related lease term. We calculate depreciation using the straight-line method for consolidated financial statement purposes. We capitalize improvements and expense repairs and maintenance costs as incurred. We are often required to exercise judgment in our decision whether to capitalize an asset or expense an expenditure that is for maintenance and repairs. Our judgments may produce materially different amounts of repair and maintenance or depreciation expense if different assumptions were used.

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We perform an asset impairment analysis, on an annual basis, of property and equipment related to our restaurant locations. We also perform these tests when we experience a “triggering” event such as a major change in a location’s operating environment, or other event that might impact our ability to recover our asset investment. This process requires the use of estimates and assumptions, which are subject to a high degree of judgment. Our analysis indicated that we did not need to record any impairment charges during the three months ended June 27, 2010 and the six months ended June 27, 2010. As such, none were recorded. If these assumptions or circumstances change in the future, we may be required to record impairment charges for these assets.

Deferred Tax Assets

The Company records deferred tax assets for the value of benefits expected to be realized from the utilization of state and federal net operating loss carry forwards. We periodically review these assets for realizability based upon expected taxable income in the applicable taxing jurisdictions. To the extent we believe some portion of the benefit may not be realizable, an estimate of the unrealized portion is made and an allowance is recorded. At June 27, 2010, we had no valuation allowance, as we believe we will generate sufficient taxable income in the future to realize the benefits of our deferred tax assets. This belief is principally based upon the Company’s option to purchase the nine affiliated restaurants it previously managed, which happened on February 1, 2010. Realization of these deferred tax assets is dependent upon generating sufficient taxable income prior to expiration of any net operating loss carry forwards. Although realization is not assured, management believes it is more likely than not that the remaining recorded deferred tax assets will be realized. If the ultimate realization of these deferred tax assets is significantly different from our expectations, the value of its deferred tax assets could be materially overstated.

Item 3. Quantitative and Qualitative Disclosure Abo ut Market Risks

Not Applicable.

Item 4. Controls and Procedures

As of June 27, 2010, an evaluation was performed under the supervision of and with the participation of our management, including our principal executive and principal financial officers, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our management, including our principal executive and principal financial officers, concluded that our disclosure controls and procedures were effective as of June 27, 2010.

There were no changes in the Company’s internal control over financial reporting during the quarter ended June 27, 2010 that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Occasionally, we are a defendant in litigation arising in the ordinary course of our business, including claims arising from personal injuries, contract claims, dram shop claims, employment-related claims, and claims from guests or employees alleging injury, illness, or other food quality, health, or operational concerns. To date, none of these types of litigation, most of which are typically covered by insurance, has had a material effect on our financial condition or results of operations. We have insured and continue to insure against most of these types of claims. A judgment on any claim not covered by or in excess of our insurance coverage could materially adversely affect our financial condition or results of operations.

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Item 1A. Risk Factors

There have been no material changes in our risk factors from those previously disclosed in our annual report on Form 10-K for the year ended December 27, 2009.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 5. Other Information

None.

Item 6. Exhibits

(a) Exhibits:

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**2.1

Brandon Property Purchase and Sale Agreement dated March 25, 2010 between our subsidiary, MCA Enterprises, Brandon, Inc. and Florida Wings Group, LLC.

*3.1 Certificate of Incorporation. *3.2 By-Laws. 10.1

Real Estate Loan Agreement dated June 23, 2010 between our subsidiary, MCA Enterprises Brandon, Inc., and Bank of America N.A.

10.2

Bridge Loan Agreement dated June 23, 2010 between our subsidiary, MCA Enterprises Brandon, Inc., and Bank of America N.A.

10.3

Promissory Note dated June 23, 2010 between our subsidiary, MCA Enterprises Brandon, Inc., and Florida Wings Group, LLC.

10.4

Buffalo Wild Wings Franchise Agreement dated June 3, 2010 between our subsidiary, AMC Ft. Myers, Inc., and Buffalo Wild Wings International, Inc.

***10.5 RBS Development Line of Credit Agreement dated May 5, 2010 between DRH and RBS. ***10.6 RBS Credit Agreement dated May 5, 2010 between DRH and RBS. 31.1 Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002. 31.2 Certification Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002. 32.1 Certification Chief Executive Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002. 32.2 Certification Chief Financial Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002.

* Filed as an exhibit to the Company’s Registration Statement on Form S-1, as filed with the Securities and Exchange Commission on August 10, 2007, and incorporated herein by this reference.

** Filed with the Securities and Exchange Commission as an exhibit to the Company’s Form 8-K on June 30, 2010.

*** Filed with the Securities and Exchange Commission as an exhibit to the Company’s Form 8-K on May 10, 2010.

Table of Contents

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

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Dated: August 10, 2010 DIVERSIFIED RESTAURANT HOLDINGS, INC.

By: /s/ T. Michael Ansley T. Michael Ansley President, Principal Executive Officer and Director

Table of Contents

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

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Dated: August 10, 2010 DIVERSIFIED RESTAURANT HOLDINGS, INC.

By: /s/ David G. Burke David G. Burke Principal Financial Officer and Treasurer

Exhibit 10.1

Real Estate Loan Agreement

This Real Estate Loan Agreement (“Agreement”), dated as of June 23, 2010, is between Bank of America, N. A. (the “Bank”) and MCA Enterprises Brandon Inc (the “Borrower”).

1. THE LOAN

1.1 Loan Amount . The Bank agrees to provide a term loan to the Borrower in the amount of One Million One Hundred Fifty Thousand and 00/100 Dollars ($1,150,000.00) (the “Loan”). The Loan is being made for the purpose of financing a portion of the cost of purchasing the real property described in Section 3 of this Agreement. The balance of the long-term financing required in connection with the purchase of the real property will be provided through the issuance of debentures guaranteed by the U.S. Small Business Administration (the “SBA”) pursuant to a Section 504 Authorization for Debenture Guaranty issued by the SBA on April 1, 2010 (the “SBA Loan Authorization”). Pending issuance of the Debentures, the Bank has agreed to provide a short-term bridge loan up to Nine Hundred Twenty Thousand and 00/100 Dollars ($920,000.00) (the “Bridge Loan’’) pursuant to the terms of a separate Bridge Loan Agreement dated as of the same date as this Agreement.

1.2 Availability Period . The Loan is available in one disbursement from the Bank between the date of this Agreement and April 23, 2011, unless the Borrower is in default.

1.3 Interest Rate .

1.4 Repayment Terms .

Ref# 1000367553 — MCA Enterprises Brandon Inc. Real Estate Loan Agreement

(a) The initial interest rate is six and seventy-two hundredths percent (6.720%) per year. On each Adjustment Date (as defined below), the interest rate will be adjusted to a rate per year equal to the U.S. Treasury Securities Rate plus 4.00 percentage point(s).

(b) The interest rate will be adjusted on June 23, 2017, and every seven years thereafter (the “Adjustment Date”) and remain fixed until the next Adjustment Date. If the Adjustment Date in any particular month would otherwise fall on a day that is not a banking day then, at the Bank’s option, the Adjustment Date for that particular month will be the first banking day immediately following thereafter.

(c) The U.S. Treasury Securities Rate is a rate of interest equal to the weekly average yield on U.S. Treasury Securities, adjusted to a constant maturity of seven years as published from time to time and made available in Federal Reserve Board Statistical Release H.15 (519) (or, if such source is not available, such alternate source as determined by the Bank).

(a) The Borrower will repay principal and interest in equal combined installments beginning on July 23, 2010, and on the same day of each month thereafter, and ending on June 23, 2030 (the “Repayment Period”). Each installment shall be in an amount sufficient to fully amortize principal and interest over an amortization period of twenty-five (25) years (the “Amortization Schedule”). Initially, the amount of each installment shall be $7995.38. Each installment, when paid, will be applied first to the payment of interest accrued and the balance will be applied to the repayment of principal.

1.5 Prepayments . The Borrower may prepay principal in full or in part at any time. The prepayment will be applied to the most remote payment of principal due under this Agreement. Each prepayment, whether voluntary, by reason of acceleration or otherwise, will be accompanied by the amount of accrued interest on the amount prepaid, and a prepayment fee. The prepayment fee will be the sum of the fees calculated separately for each Prepaid Installment, as follows:

“Initial Money Market Funds Rate” means the fixed interest rate per annum, determined solely by the Bank as of the first day of the Interest Period, as the rate at which the Bank would be able to borrow funds in the Money Market for the duration of the Interest Period in the amount of the prepaid principal and with a term, interest payment frequency, and principal repayment schedule equal to the prepaid principal.

“Interest Period” means the period during which the interest rate applicable to prepaid principal is fixed and not subject to change.

“Money Market” means one or more wholesale rate markets available to the Bank, including the LIBOR, Eurodollar, and SWAP rate markets as applicable and available, or such other appropriate Money Market as determined by the Bank in its sole discretion.

“Original Payment Dates” mean the dates on which the prepaid principal would have been paid if there had been no prepayment. If a portion of the principal would have been paid later than the end of the Interest Period in effect at the time of prepayment, then the Original Payment Date for that portion will be the last day of the Interest Period.

“Prepaid Installment” means the amount of the prepaid principal which would have been paid on a single Original Payment Date.

“Treasury Rate” means the interest rate yield for U.S. Government Treasury Securities which the Bank determines could be obtained by reinvesting a specified Prepaid Installment in such securities for a period of time approximating the period starting on the date of the prepayment and ending on the Original Payment Date.

Ref# 1000367553 — MCA Enterprises Brandon Inc. Real Estate Loan Agreement

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(b) The installments are subject to change if the interest rate changes as described above. For each Adjustment Date (as defined above), the Bank will determine the amount of the installments that will be necessary to repay the unpaid principal at the new interest rate over a term equal to the remaining term of the Amortization Schedule. The Borrower will pay the new installment amount beginning on the first payment date after the Adjustment Date until the amount of the installments changes again.

(c) On the last day of the Repayment Period, the Borrower will repay the remaining principal balance plus any interest then due.

(a) The Bank will first determine the amount of interest which would have accrued each month for the Prepaid Installment had it remained outstanding until the Original Payment Date, using the Initial Money Market Funds Rate.

(b) The Bank will then subtract from each monthly interest amount determined in (a), above, the amount of interest which would accrue for that Prepaid Installment if it were reinvested from the date of prepayment through the Original Payment Date, using the Treasury Rate.

(c) If (a) minus (b) for the Prepaid Installment is greater than zero, the Bank will calculate the present value of the monthly differences to the date of prepayment by the rate used in (b) above. The sum of the present values is the prepayment fee for that Prepaid Installment.

(d) The following definitions will apply to the calculation of the prepayment fee:

The Bank may adjust the Initial Money Market Funds Rate and the Treasury Rate to reflect the compounding, accrual basis, or other costs of the prepaid amount. The rates shall include adjustments for reserve requirements, federal deposit insurance, and any other similar adjustment which the Bank deems appropriate. Each of the rates is the Bank’s estimate only, and the Bank is under no obligation to actually purchase or match funds for any transaction or reinvest any prepayment. The rates are not fixed by or related in any way to any rate the Bank quotes or pays for deposits accepted through its branch system. The rates will be based on information from either the Telerate or Reuters information services, The Wall Street Journal, or other information sources the Bank deems appropriate.

2. FEES AND EXPENSES

2.1 Fees .

2.2 Expenses . The Borrower agrees to pay all costs and expenses incurred by the Bank in connection with making the Loan. Such costs and expenses include, but are not limited to, charges for title insurance, recording and escrow charges, appraisal fees, fees for environmental services, and any other reasonable fees and costs for services, regardless of whether such services are furnished by the Bank’s employees or by independent contractors.

2.3 Reimbursement Costs .

3. COLLATERAL

3.1 Real Property .

Ref# 1000367553 — MCA Enterprises Brandon Inc. Real Estate Loan Agreement

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(a) Loan Fee . The Borrower agrees to pay a Loan fee the amount of Eleven Thousand Five Hundred and 00/100 Dollars ($11,500.00). This fee is due on or before the date the Loan is disbursed.

(b) Waiver Fee . If the Bank, at its discretion, agrees to waive or amend any terms of this Agreement, the Borrower will, at the Bank’s option, pay the Bank a fee for each waiver or amendment in an amount advised by the Bank at the time the Borrower requests the waiver or amendment. Nothing in this paragraph shall imply that the Bank is obligated to agree to any waiver or amendment requested by the Borrower. The Bank may impose additional requirements as a condition to any waiver or amendment.

(c) Late Fee . To the extent permitted by law, the Borrower agrees to pay a late fee in an amount not to exceed four percent (4%) of any payment that is more than fifteen (15) days late. The imposition and payment of a late fee shall not constitute a waiver of the Bank’s rights with respect to the default.

(a) The Borrower agrees to reimburse the Bank for any expenses it incurs in the preparation of this Agreement and any agreement or instrument required by this Agreement. Expenses include, but are not limited to, reasonable attorneys’ fees, including any allocated costs of the Bank’s in-house counsel to the extent permitted by applicable law.

(b) The Borrower agrees to reimburse the Bank for the cost of periodic appraisals of the real property collateral securing the Agreement, at such intervals as the Bank may reasonably require. The appraisals may be performed by employees of the Bank or by independent appraisers.

(a) All obligations of the Borrower under this Agreement will be secured by a mortgage (the “Real Estate Security Instrument”) executed by the borrower covering the real property located at 2055 Badlands Drive, Brandon, Florida 33511 (the “Property” ).

4. DISBURSEMENTS AND PAYMENTS

4.1 Disbursements and Payments .

Regardless of any such discrepancy, interest will continue to accrue based on the actual amount of principal outstanding without compounding. The Bank will not pay the Borrower interest on any overpayment.

4.2 Direct Debit (with ACH Debit) .

DEPOSITORY NAME: Charter One Bank City, State and Zip Code: Southfield, MI, 48034 Routing Number: 241070417 Deposit Account Number: 4515552189

Ref# 1000367553 — MCA Enterprises Brandon Inc. Real Estate Loan Agreement

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(a) Each payment by the Borrower will be made in U.S. Dollars and immediately available funds by debit to a deposit account, as described in this Agreement or otherwise authorized by the Borrower. For payments not made by direct debit, payments will be made by mail to the address shown on the Borrower’s statement or at one of the Bank’s banking centers in the United States, or by such other method as may be permitted by the Bank.

(b) The Bank may honor instructions for advances or repayments given by any one of the individuals authorized to sign loan agreements on behalf of the Borrower, or any other individual designated by any one of such authorized signers.

(c) For any payment under this Agreement made by debit to a deposit account, the Borrower will maintain sufficient immediately available funds in the deposit account to cover each debit. If there are insufficient immediately available funds in the deposit account on the date the Bank enters any such debit authorized by this Agreement, the Bank may reverse the debit.

(d) Each disbursement by the Bank and each payment by the Borrower will be evidenced by records kept by the Bank. In addition, the Bank may, at its discretion, require the Borrower to sign one or more promissory notes.

(e) Prior to the date each payment of principal and interest and any fees from the Borrower becomes due (the “Due Date”), the Bank will mail to the Borrower a statement of the amounts that will be due on that Due Date (the “Billed Amount”). The calculations in the bill will be made on the assumption that no new extensions of credit or payments wild be made between the date of the billing statement and the Due Date, and that there will be no changes in the applicable interest rate. If the Billed Amount differs from the actual amount due on the Due Date (the “Accrued Amount”), the discrepancy will be treated as follows:

(i) If the Billed Amount is less than the Accrued Amount, the Billed Amount for the following Due Date will be increased by the amount of the discrepancy. The Borrower will not be in default by reason of any such discrepancy.

(ii) If the Billed Amount is more than the Accrued Amount, the Billed Amount for the following Due Date will be decreased by the amount of the discrepancy.

(a) The Borrower agrees that on the Due Date the Bank will debit the Billed Amount from the deposit account with the Depository listed below (the “Designated Account”) owned by the Borrower. A voided copy of a check on the Designated Account has been, or will be, provided to the Bank.

(b) Debits made by ACH shall be subject to the operating rules of the National Automated Clearing House Association, as in effect from time to time.

(c) The Borrower may terminate this direct debit arrangement at any time by sending written notice to the Bank. If the Borrower terminates this arrangement, then the principal amount outstanding under this Agreement will at the option of the Bank bear interest at a rate per annum which is one (1.000) percentage point higher than the rate of interest otherwise provided under this Agreement and the amount of each payment will be increased accordingly.

4.3 Banking Days . Unless otherwise provided in this Agreement, a banking day is a day other than a Saturday, Sunday or other day on which commercial banks are authorized to close, or are in fact closed, in the state where the Bank’s lending office is located, and, if such day relates to amounts bearing interest at an offshore rate (if any), means any such day on which dealings in dollar deposits are conducted among banks in the offshore dollar interbank market. All payments and disbursements which would be due on a day which is not a banking day will be due on the next banking day. All payments received on a day which is not a banking day will be applied to the credit on the next banking day.

4.4 Interest Calculation . Except as otherwise stated in this Agreement, all interest and fees, if any, will be computed on the basis of a 360-day year and the actual number of days elapsed. This results in more interest or a higher fee than if a 365-day year is used. Installments of principal which are not paid when due under this Agreement shall continue to bear interest until paid.

4.5 Default Rate . Upon the occurrence of any default or after maturity or after judgment has been rendered on any obligation under this Agreement, all amounts outstanding under this Agreement, including any interest, fees, or costs which are not paid when due, will at the option of the Bank bear interest at a rate which is six (6.0) percentage point(s) higher than the rate of interest otherwise provided under this Agreement. This may result in compounding of interest. This will not constitute a waiver of any default.

5. CONDITIONS

Before the Bank is required to extend any credit to the Borrower under this Agreement, it must receive any documents and other items it may reasonably require, in form and content acceptable to the Bank, including any items specifically listed below.

5.1 Authorizations . If the Borrower or any guarantor is anything other than a natural person, evidence that the execution, delivery and performance by the Borrower and/or such guarantor of this Agreement and any instrument or agreement required under this Agreement have been duly authorized.

5.2 Governing Documents . If required by the Bank, a copy of the Borrower’s organizational documents.

5.3 Guaranties . Guaranties signed by AMC WINGS, INC. (“AMC WINGS, INC.”), DIVERSIFIED RESTAURANT HOLDINGS, INC. (“DIVERSIFIED RESTAURANT HOLDINGS, INC.”), Thomas M. Ansley, (“Thomas M Ansley,”) and AMC Group, Inc. (“AMC Group, Inc.”).

5.4 Real Estate Security Instrument . Signed and acknowledged original Real Estate Security Instrument encumbering the Property.

5.5 Title Insurance . An ALTA lender’s title insurance policy from a title company acceptable to the Bank, for at least One Million One Hundred Fifty Thousand and 00/100 Dollars ($1,150,000.00), insuring the Bank’s interest in the Property, with only such exceptions as may be approved by the Bank and together with such endorsements as the Bank may require.

5.6 Beneficiary Statements . If the Real Estate Security Instrument is to be junior to any other lien on the Property, an acceptable beneficiary statement from the holder of prior lien.

5.7 Tenant Agreements . If applicable, subordination agreements and estoppel certificates from tenants leasing space in the Property.

5.8 Environmental Information . An environmental questionnaire prepared and certified by the Borrower, and, if the Bank requires, an environmental survey of the Property prepared by an environmental consultant satisfactory to the Bank.

Ref# 1000367553 — MCA Enterprises Brandon Inc. Real Estate Loan Agreement

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5.9 Casualty Insurance . Evidence of the casualty and other insurance coverage as required under this Agreement or otherwise by the Bank in writing.

5.10 Survey . If required by the Bank or the title insurer, a survey of the Property and the improvements thereon, prepared and certified by a qualified surveyor.

5.11 Other Property Information . Such other documents, property information and other assurances as the Bank may reasonably require concerning the Property.

5.12 Payment of Fees . Payment of all fees, expenses and other amounts due and owing to the Bank. If any fee is not paid in cash, the Bank may, in its discretion, treat the fee as a principal advance under this Agreement or deduct the fee from the Loan proceeds.

5.13 SBA Loan Authorization . A copy of the SBA Loan Authorization, duly executed by all parties thereto.

6. REPRESENTATIONS AND WARRANTIES

When the Borrower signs this Agreement, and until the Bank is repaid in full, the Borrower makes the following representations and warranties. Each request for an extension of credit constitutes a renewal of these representations and warranties as of the date of the request:

6.1 Formation . If the Borrower is anything other than a natural person, it is duly formed and existing under the laws of the state or other jurisdiction where organized.

6.2 Authorization . This Agreement, and any instrument or agreement required hereunder, are within the Borrower’s powers, have been duly authorized, and do not conflict with any of its organizational papers.

6.3 Good Standing . In each state in which the Borrower does business, it is properly licensed, in good standing, and, where required, in compliance with fictitious name statutes.

6.4 Financial Information . All financial and other information that has been or will be supplied to the Bank is sufficiently complete to give the Bank accurate knowledge of the Borrower’s (and any guarantor’s) financial condition, including all material contingent liabilities. Since the date of the most recent financial statement provided to the Bank, there has been no material adverse change in the business condition (financial or otherwise), operations, properties or prospects of the Borrower (or any guarantor). If the Borrower is comprised of the trustees of a trust, the foregoing representations shall also pertain to the trustor(s) of the trust.

6.5 Lawsuits . There is no lawsuit, tax claim or other dispute pending or threatened against the Borrower which, if lost, would impair the Borrower’s financial condition or ability to repay the Loan, except as have been disclosed in writing to the Bank.

6.6 Other Obligations . The Borrower is not in default on any obligation for borrowed money, any purchase money obligation or any other material lease, commitment, contract, instrument or obligation, except as have been disclosed in writing to the Bank.

6.7 Tax Matters . The Borrower has no knowledge of any pending assessments or adjustments of its income tax for any year and all taxes due have been paid, except as have been disclosed in writing to the Bank.

6.8 No Event of Default . There is no event which is, or with notice or lapse of time or both would be, a default under this Agreement.

6.9 Collateral . All collateral required in this Agreement is owned by the grantor of the security interest free of any title defects or any liens or interests of others, except those which have been approved by the Bank in writing.

Ref# 1000367553 — MCA Enterprises Brandon Inc. Real Estate Loan Agreement

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6.10 SBA Loan Authorization . The Borrower has executed the SBA Loan Authorization, and the SBA Loan Authorization is in effect, is not in default, and has not been amended or terminated.

6.11 Employment by Bank or SBA . To the best of the Borrower’s knowledge, neither the Borrower nor any owner of the Borrower is or has within the past six (6) months been an employee of the SBA or the Bank.

7. COVENANTS

The Borrower agrees, so long as credit is available under this Agreement and until the Bank is repaid in full:

7.1 Use of Proceeds; Compliance with SBA Loan Authorization . To use the Loan proceeds for the purpose of financing a portion of the cost of purchasing the Property, as specifically authorized by, and in compliance with, the SBA Loan Authorization and the applicable SBA rules and regulations.

7.2 Compliance with Law . To comply with the laws, regulations, orders, building restrictions and requirements of all governmental authorities having jurisdiction over the Property or the Borrower’s business conducted on the Property and with all recorded covenants and restrictions affecting the Property.

7.3 Conditional Sales Contracts; Removal of Fixtures and Equipment . Without the Bank’s prior written consent, not to install any equipment or fixtures on the Property which are subject to a lien or security interest in favor of the seller or any other third party, or to remove from the Property any equipment, machinery or fixtures used in connection with the maintenance or operation of the Property unless replaced by articles of equal suitability and value owned by the Borrower free and clear of any lien or security interest.

7.4 Insurance .

7.5 Preservation of Rights . To obtain, preserve and maintain in good standing, as applicable, all rights, privileges and franchises necessary or desirable for the operation of the Property and the conduct of the Borrower’s business on the Property.

Ref# 1000367553 — MCA Enterprises Brandon Inc. Real Estate Loan Agreement

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(a) To maintain the following insurance:

(i) All risk property damage insurance on the Property for the full insurable value on a replacement cost basis.

(ii) If at any time any structure on the Property is located in a Special Flood Hazard Area under the Flood Disaster Protection Act of 1973, as amended, flood insurance in an amount acceptable to the Bank.

(iii) Such other insurance as the Bank in its reasonable judgment may require to comply with the Bank’s regular requirements and practices in similar transactions, which may include windstorm, hurricane, and earthquake insurance, and insurance covering acts of terrorism.

(b) All policies of insurance required by the Bank must be issued by companies approved by the Bank and otherwise be acceptable to the Bank as to amounts, forms, risk coverages and deductibles. The insurance must include a lender’s loss payable endorsement in favor of the Bank in a form acceptable to the Bank. Upon the request of the Bank, the Borrower will deliver to the Bank a copy of each insurance policy, or, if permitted by the Bank, a certificate of insurance listing all insurance in force.

(c) If the Borrower fails to keep any such coverage in effect while the Loan is outstanding, the Bank may procure the coverage at the Borrower’s expense. The Borrower will reimburse Bank, on demand, for all premiums paid by the Bank, which amounts may be added to the principal balance of the Loan and shall bear interest at the default rate provided in this Agreement.

7.6 Maintenance and Repair . To (a) maintain the Property, including the parking and landscaping portions thereof, in good condition and repair, (b) promptly make, or cause tenants to make all necessary structural and non-structural repairs to the Property, and (c) not demolish, alter, remove or add to any improvements, excepting the installation or construction of tenant improvements in connection with any leases approved in accordance with this Agreement. The Borrower shall pay when due all claims for labor performed and materials furnished therefor in connection with any improvements or construction activities.

7.7 Financial Information . To provide the following financial information and statements in form and content acceptable to the Bank, and such additional information as requested by the Bank from time to time. The Bank reserves the right, upon written notice to the Borrower, to require the Borrower to deliver financial information and statements to the Bank more frequently than otherwise provided below, and to use such additional information and statements to measure any applicable financial covenants in this Agreement.

7.8 Other Debts . Not to have outstanding or incur any direct or contingent liabilities or lease obligations (other than those to the Bank), or become liable for the liabilities of others, without the Bank’s written consent. This does not prohibit:

Ref# 1000367553 — MCA Enterprises Brandon Inc. Real Estate Loan Agreement

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(a) Within 120 days of Borrower’s fiscal year end:

(a) A properly completed personal financial statement of Thomas M. Ansley on the Bank’s form with all questions fully answered and all schedules completed in their entirety, including all requested income/expense information, contingent liabilities disclosure; provided that, if the party providing the financial information uses his/her own automated financial statement, they may supplement the statement with supporting schedules, certifications or other details so that all information requested on the Bank’s financial statement form is provided in lieu of using such form.

(b) Copies of the federal income tax return of the Thomas M. Ansley and, if requested by the Bank, copies of any extensions of the filing date.

(c) Copies of the federal income tax return of AMC Wings, Inc., MCA Enterprises Brandon, Inc., Diversified Restaurant Holdings, Inc., AMC Group, Inc., and if requested by the Bank, copies of any extensions of the filing date. These tax returns must be company prepared.

(d) The annual financial statements AMC Wings, Inc., Diversified Restaurant Holdings, Inc., AMC Group, Inc., certified and dated by an authorized financial officer. These financial statements must be reviewed by a Certified Public Accountant acceptable to the Bank.

(e) Schedule of debt and debt service of the AMC Wings, Inc., Diversified Restaurant Holdings, Inc.

(f) a certificate substantially in the form of the Compliance Certificate required by the Bank, signed by the party submitting the information or, if such party is a business entity, an authorized financial officer of the party. The Compliance Certificate shall state whether there existed as of the date of such financial statements, and whether there exists as of the date of the certificate, any event of default under this Agreement and, if any such default exists, specifying the nature thereof and the action the party is taking and proposes to take with respect thereto.

(a) Acquiring goods, supplies, or merchandise on normal trade credit.

(b) Liabilities, lines of credit and leases in existence on the date of this Agreement disclosed in writing to the Bank.

(c) If the Borrower is a natural person, additional debts of the Borrower as an individual for consumer purposes.

(d) The loan made pursuant to the SBA Loan Authorization.

7.9 Other Liens . Not to create, assume, or allow any security interest or lien (including judicial liens) on the Property except:

7.10 Maintenance of Assets .

7.11 Loans . Not to make any loans, advances or other extensions of credit to any individual or entity except for extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business to non-affiliated entities.

7.12 Change of Management . Not to make any substantial change in the present executive or management personnel of the Borrower.

7.13 Change of Ownership . If the Borrower is anything other than a natural person, not to cause, permit, or suffer any change in capital ownership such that there is a material change, as determined by the Bank in its sole discretion, in the direct or indirect capital ownership of the Borrower.

7.14 Additional Negative Covenants . Not to, without the Bank’s written consent:

7.15 Notices to Bank . To promptly notify the Bank in writing of:

Ref# 1000367553 — MCA Enterprises Brandon Inc. Real Estate Loan Agreement

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a) Liens and security interests in favor of the Bank.

b) Liens for current taxes, assessments or other governmental charges which are not delinquent or remain payable without any penalty.

c) Liens outstanding on the date of this Agreement disclosed in writing to the Bank.

d) A lien securing the loan made pursuant to the SBA Loan Authorization, provided such lien is at all times junior to the Bank’s lien on the Property.

a) Not to sell, assign, lease, transfer or otherwise dispose of any part of the Borrower’s business or the Borrower’s assets except in the ordinary course of the Borrower’s business.

b) Not to sell, assign, lease, transfer or otherwise dispose of any assets for less than fair market value, or enter into any agreement to do so.

c) Not to enter into any sale and leaseback agreement covering any of its fixed assets. d) To maintain and preserve all rights, privileges, and franchises the Borrower now has.

e) To make any repairs, renewals, or replacements to keep the Borrower’s properties in good working condition.

a) Enter into any consolidation, merger, or other combination, or become a partner in a partnership, a member of a joint venture, or a member of a limited liability company.

b) Acquire or purchase a business or its assets. c) Engage in any business activities substantially different from the Borrower’s present business. d) Liquidate or dissolve the Borrower’s business.

a) Any event of default under this Agreement, or any event which, with notice or lapse of time or both, would constitute an event of default.

7.16 Books and Records . To maintain adequate books and records and allow the Bank and its agents to examine, audit and make copies of books and records at any reasonable time. If any of the Borrower’s books or records are in the possession of a third party, the Borrower authorizes that third party to permit the Bank or its agents to have access to perform examinations or audits and to respond to the Bank’s requests for information concerning such books and records.

7.17 Performance of Acts . Upon request by the Bank, to perform all acts which may be necessary or advisable to perfect any lien or security interest provided for in this Agreement or to carry out the intent of this Agreement.

7.18 Inspections and Appraisals of the Property . To allow the Bank and its agents to visit the Property at any reasonable time for the purpose of inspecting the Property and conducting appraisals, and deliver to the Bank any financial or other information concerning the Property as the Bank may request.

7.19 Use of the Property . To occupy the Property for the conduct of its regular business. The Borrower will not change its intended use of the Property or lease the Property without the Bank’s prior written approval.

7.20 Indemnity Regarding Use of Property . To indemnify, defend with counsel acceptable to the Bank, and hold the Bank harmless from and against all liabilities, claims, actions, damages, costs and expenses (including all legal fees and expenses of Bank’s counsel) arising out of or resulting from the construction of any improvements on the Property, or the ownership, operation, or use of the Property, whether such claims are based on theories of derivative liability, comparative negligence or otherwise. The Borrower’s obligations to the Bank under this Paragraph shall survive termination of this Agreement and repayment of the Borrower’s obligations to the Bank under this Agreement, and shall also survive as unsecured obligations after any acquisition by the Bank of the Property or any part of it by foreclosure or any other means.

7.21 Bank as Principal Depository . To maintain the Bank or one of its affiliates as its principal depository bank, including for the maintenance of business, cash management, operating and administrative deposit accounts.

7.22 Basic Fixed Charge Coverage Ratio . AMC Wings, Inc. to maintain on a consolidated basis a minimum Post-Distribution Fixed Charge Coverage Ratio of 1.20:1.00. and “Post-Distribution Fixed Charge Coverage Ratio” means the sum of net income after tax, non-cash charges, interest expense and third party rent expense, less capital gains or plus capital losses, minus distributions and dividends to shareholders and loans or advances to affiliates, divided by the sum of scheduled principal payments on long term debt and capital leases, interest expense and third party rent expense. This ratio will be calculated at the end of each reporting period for which the Bank requires financial statements from Borrower, using the results of the twelve-month period ending with that reporting period. The calculation of scheduled principal payments on long term debt and capital leases will be based on the 12-month period immediately following the reporting period for which the Bank requires financial statements. Covenant to be measured on a combined basis, with AMC Group Inc., and Diversified Restaurant Holdings, Inc.

7.23 Debt to Worth Ratio . AMC Wings, Inc., to maintain on a consolidated basis a Rent Adjusted Leverage Ratio not exceeding 4.5:1.00. and “Rent Adjusted Leverage Ratio” means the following ratio, computed on a roiling twelve (12) months basis: Funded Debt plus [8 x third party rent expense] divided by net income after tax + interest expense + income tax expense + depreciation, amortization and third party rent expense. Covenant to be measured on a combined basis, with AMC Group Inc and Diversified Restaurant Holdings, Inc.

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b) Any change in the Borrower’s name, legal structure, principal residence (for an individual), state of registration (for a registered entity), place of business, or chief executive office if the Borrower has more than one place of business.

c) Any breach or event of default under the SBA Loan Authorization.

8. HAZARDOUS SUBSTANCES

8.1 Indemnity Regarding Hazardous Substances . The Borrower agrees to indemnify and hold the Bank harmless from and against all liabilities, claims, actions, foreseeable and unforeseeable consequential damages, costs and expenses (including sums paid in settlement of claims and all consultant, expert and legal fees and expenses of the Bank’s counsel) or loss directly or indirectly arising out of or resulting from any of the following:

Upon demand by the Bank, the Borrower will defend any investigation, action or proceeding alleging the presence of any hazardous substance in any such location, which affects the Property or which is brought or commenced against the Bank, whether alone or together with the Borrower or any other person, all at the Borrower’s own cost and by counsel to be approved by the Bank in the exercise of its reasonable judgment. In the alternative, the Bank may elect to conduct its own defense at the expense of the Borrower. The Borrower’s obligations to the Bank under this Article, except the obligation to give notices to the Bank, shall survive termination of this Agreement, repayment of the Borrower’s obligations to the Bank under this Agreement, and foreclosure of the Real Estate Security Instrument encumbering the Property or similar proceedings.

8.2 Representation and Warranty Regarding Hazardous Substances . Before signing this Agreement, the Borrower researched and inquired into the previous uses and ownership of the Property. Based on that due diligence, the Borrower represents and warrants that to the best of its knowledge, no hazardous substance has been disposed of or released or otherwise exists in, on, under or onto the Property, except as the Borrower has disclosed to the Bank in writing.

8.3 Compliance Regarding Hazardous Substances . The Borrower has complied, and will comply and cause all occupants of the Property to comply, with all current and future laws, regulations and ordinances or other requirements of any governmental authority relating to or imposing liability or standards of conduct concerning protection of health or the environment or hazardous substances (“Environmental Laws”). The Borrower shall promptly, at the Borrower’s sole cost and expense, take all reasonable actions with respect to any hazardous substances or other environmental condition at, on, or under the Property necessary to (i) comply with all applicable Environmental Laws; (ii) allow continued use, occupation or operation of the Property; or (iii) maintain the fair market value of the Property. The Borrower acknowledges that hazardous substances may permanently and materially impair the value and use of the Property.

8.4 Notices Regarding Hazardous Substances . Until full repayment of the Loan, the Borrower will promptly notify the Bank in writing if it knows, suspects or believes there may be any hazardous substance in or around the Property, or in the soil, groundwater or soil vapor on or under the Property, or that the Borrower or the Property may be subject to any threatened or pending investigation by any governmental agency under any current or future law, regulation or ordinance pertaining to any hazardous substance.

8.5 Site Visits, Observations and Testing . The Bank and its agents and representatives will have the right at any reasonable time, after giving reasonable notice to the Borrower, to enter and visit the Property and any other locations where any personal property collateral securing this Agreement is located, for the purposes of observing the Property and the personal property collateral, taking and removing environmental samples, and conducting tests on any part of the Property. The Borrower shall reimburse the Bank on demand for the costs of any such environmental investigation and testing. The Bank will make reasonable efforts during any site visit, observation or testing conducted pursuant this paragraph to avoid interfering with the Borrower’s use of the Property and the personal property collateral. The Bank is under no duty, however, to visit or observe the Property or the personal property collateral or to conduct tests, and any such acts by the Bank will be solely for the purposes of protecting the Bank’s security and preserving the Bank’s rights under this Agreement. No site visit, observation or testing or any report or

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(a) Any hazardous substance being present at any time, whether before, during or after any construction, in or around any part of the Property, or in the soil, groundwater or soil vapor on or under the Property, including those incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work, or any resulting damages or injuries to the person or property of any third parties or to any natural resources.

(b) Any use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence of a hazardous substance. This indemnity will apply whether the hazardous substance is on, under or about any of the Borrower’s property or operations or property leased to the Borrower, whether or not the property has been taken by the Bank as collateral.

findings made as a result thereof (“Environmental Report”) (i) will result in a waiver of any default of the Borrower; (ii) impose any liability on the Bank; or (iii) be a representation or warranty of any kind regarding the Property or the personal property collateral (including its condition or value or compliance with any laws) or the Environmental Report (including its accuracy or completeness). In the event the Bank has a duty or obligation under applicable laws, regulations or other requirements to disclose an Environmental Report to the Borrower or any other party, the Borrower authorizes the Bank to take such a disclosure. The Bank may also disclose an Environmental Report to any regulatory authority, and to any other parties as necessary or appropriate in the Bank’s judgment. The Borrower further understands and agrees that any Environmental Report or other information regarding a site visit, observation or testing that is disclosed to the Borrower by the Bank or its agents and representatives is to be evaluated (including any reporting or other disclosure obligations of the Borrower) by the Borrower without advice or assistance from the Bank.

8.6 Definition of Hazardous Substance . “Hazardous substance” means any substance, material or waste that is or becomes designated or regulated as “toxic,” “hazardous,” “pollutant,” or “contaminant” or a similar designation or regulation under any current or future federal, state or local law (whether under common law, statute, regulation or otherwise) or judicial or administrative interpretation of such, including without limitation petroleum or natural gas.

9. DEFAULT AND REMEDIES

If any of the following events of default occurs, the Bank may do one or more of the following without prior notice: declare the Borrower in default, stop making any additional credit available to the Borrower, and require the Borrower to repay its entire debt immediately. If an event which, with notice or the passage of time, will constitute an event of default has occurred and is continuing, the Bank has no obligation to make advances or extend additional credit under this Agreement. In addition, if any event of default occurs, the Bank shall have all rights, powers and remedies available under any instruments and agreements required by or executed in connection with this Agreement, as well as all rights and remedies available at law or in equity. If an event of default occurs under the paragraph entitled “Bankruptcy,” below, with respect to the Borrower, then the entire debt outstanding under this Agreement will automatically be due immediately.

9.1 Failure to Pay . The Borrower fails to make a payment under this Agreement when due.

9.2 Other Bank Agreements . Any default occurs under any other agreement the Borrower (or any Obligor) has with the Bank or any affiliate of the Bank. For purposes of this Agreement, “Obligor” shall mean any guarantor, any party pledging collateral to the Bank, or, if the Borrower is comprised of the trustees of a trust, any trustor.

9.3 Cross-default . Any default occurs under any agreement in connection with any credit the Borrower (or any Obligor) has obtained from anyone else or which the Borrower (or any Obligor) or any of the Borrower’s related entities or affiliates has guaranteed.

9.4 False Information . The Borrower or any Obligor has given the Bank false or misleading information or representations.

9.5 Bankruptcy . The Borrower, any Obligor, or any general partner of the Borrower or of any Obligor files a bankruptcy petition, a bankruptcy petition is filed against any of the foregoing parties, or the Borrower, any Obligor, or any general partner of the Borrower or of any Obligor makes a general assignment for the benefit of creditors.

9.6 Receivers . A receiver or similar official is appointed for any portion of the Borrower’s or any Obligor’s business, or the business is terminated, or, if any Obligor is anything other than a natural person, such Obligor is liquidated or dissolved.

9.7 Revocation or Termination . If the Borrower is comprised of the trustee(s) of a trust, the trust is revoked or otherwise terminated or all or a substantial part of the Borrower’s assets are distributed or otherwise disposed of.

9.8 Lien Priority . The Bank fails to have a valid and enforceable perfected security interest in or lien on the Property or any other collateral securing the Borrower’s obligations under this Agreement, or such security interest or lien fails to be prior to the rights and interest of others (except for any prior liens to which the Bank has consented in writing).

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9.9 Judgments . Any judgments or arbitration awards are entered against the Borrower or any Obligor, or the Borrower or any Obligor enters into any settlement agreements with respect to any litigation or arbitration.

9.10 Death . If the Borrower or any Obligor is a natural person, the Borrower or such Obligor dies or becomes legally incompetent; if the Borrower or any Obligor is a trust, a trustor dies or becomes legally incompetent; if the Borrower or any Obligor is a partnership, any general partner dies or becomes legally incompetent.

9.11 Material Adverse Change . A material adverse change occurs, or is reasonably likely to occur, in the Borrower’s (or any Obligor’s) business condition (financial or otherwise), operations, properties or prospects, or ability to repay the credit.

9.12 Government Action . Any government authority takes action that the Bank believes materially adversely affects the Borrower’s or any Obligor’s financial condition or ability to repay.

9.13 Default under Related Documents . Any default occurs under any guaranty, subordination agreement, security agreement, deed of trust, mortgage, or other document required by or delivered in connection with this Agreement or any such document is no longer in effect, or any guarantor purports to revoke or disavow the guaranty.

9.14 Other Breach Under Agreement . A default occurs under any other term or condition of this Agreement not specifically referred to in this Article. This includes any failure or anticipated failure by the Borrower (or any other party named in the Covenants section) to comply with any financial covenants set forth in this Agreement, whether such failure is evidenced by financial statements delivered to the Bank or is otherwise known to the Borrower or the Bank.

9.15 Default Under SBA Loan Authorization . The SBA Loan Authorization fails at any time to be in full force and effect or the loan authorized thereunder fails to close and fund as contemplated by the SBA Loan Authorization.

10. ENFORCING THIS AGREEMENT; MISCELLANEOUS

10.1 GAAP . Except as otherwise stated in this Agreement, all financial information provided to the Bank and financial covenants will be made under generally accepted accounting principles, consistently applied or another basis acceptable to the Bank.

10.2 Governing Law . This Agreement is governed by Florida law.

10.3 Successors and Assigns . This Agreement is binding on the Borrower’s and the Bank’s successors and assignees. The Borrower agrees that it may not assign this Agreement without the Bank’s prior consent.

10.4 Dispute Resolution Provision . This paragraph, including the subparagraphs below, is referred to as the “Dispute Resolution Provision.” This Dispute Resolution Provision is a material inducement for the parties entering into this agreement.

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(a) This Dispute Resolution Provision concerns the resolution of any controversies or claims between the parties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this agreement (including any renewals, extensions or modifications); or (ii) any document related to this agreement (collectively a “Claim”). For the purposes of this Dispute Resolution Provision only, the term “parties” shall include any parent corporation, subsidiary or affiliate of the Bank involved in the servicing, management or administration of any obligation described or evidenced by this agreement.

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(b) At the request of any party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U.S. Code) (the “Act”). The Act will apply even though this agreement provides that it is governed by the law of a specified state.

(c) Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association or any successor thereof (“AAA”), and the terms of this Dispute Resolution Provision. In the event of any inconsistency, the terms of this Dispute Resolution Provision shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, the Bank may designate another arbitration organization with similar procedures to serve as the provider of arbitration.

(d) The arbitration shall be administered by AAA and conducted, unless otherwise required by law, in any U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in the state specified in the governing law section of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within ninety (90) days of the demand for arbitration and close within ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within thirty (30) bays of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and have judgment entered and enforced.

(e) The arbitrator(s) will give effect to statutes of limitation in determining any Claim and may dismiss the arbitration on the basis that the Claim is barred. For purposes of the application of any statutes of limitation, the service on AAA under applicable AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s), except as set forth at subparagraph (h) of this Dispute Resolution Provision. The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement.

(f) This paragraph does not limit the right of any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies.

(g) The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration.

(h) Any arbitration or trial by a judge of any Claim will take place on an individual basis without resort to any form of class or representative action (the “Class Action Waiver”). Regardless of anything else in this Dispute Resolution Provision, the validity and effect of the Class Action Waiver may be determined only by a court and not by an arbitrator. The parties to this Agreement acknowledge that the Class Action Waiver is material and essential to the arbitration of any disputes between the parties and is nonseverable from the agreement to arbitrate Claims. If the Class Action Waiver is limited, voided or found unenforceable, then the parties’ agreement to arbitrate shall be null and void with respect to such proceeding, subject to the right to appeal the limitation or invalidation of the Class Action Waiver. The Parties acknowledge and agree that under no circumstances will a class action be arbitrated.

(i) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This waiver of jury trial shall remain in effect even if the Class Action Waiver is limited, voided or found unenforceable. WHETHER THE CLAIM IS DECIDED BY ARBITRATION OR BY T RIAL BY A JUDGE, THE PARTIES AGREE AND UNDERSTAND THAT THE EFFECT OF THI S AGREEMENT IS THAT THEY ARE GIVING UP THE RIGHT TO TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW.

10.5 Severability; Waivers . If any part of this Agreement is not enforceable, the rest of the Agreement may be enforced. The Bank retains all rights, even if it makes a loan after default. If the Bank waives a default, it may enforce a later default. Any consent or waiver under this Agreement must be in writing.

10.6 Attorneys’ Fees . The Borrower shall reimburse the Bank for any reasonable costs and attorneys’ fees incurred by the Bank in connection with the enforcement or preservation of any rights or remedies under this Agreement and any other documents executed in connection with this Agreement, and in connection with any amendment, waiver, “workout” or restructuring under this Agreement. In the event of a lawsuit or arbitration proceeding, the prevailing party is entitled to recover costs and reasonable attorneys’ fees incurred in connection with the lawsuit or arbitration proceeding, as determined by the court or arbitrator. In the event that any case is commenced by or against the Borrower under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute, the Bank is entitled to recover costs and reasonable attorneys’ fees incurred by the Bank related to the preservation, protection, or enforcement of any rights of the Bank in such a case. To the extent permitted by law, as used in this paragraph, “attorneys’ fees” includes the allocated costs of the Bank’s in-house counsel.

10.7 Individual Liability . If the Borrower is a natural person, the Bank may proceed against the Borrower’s business and non-business property in enforcing this and other agreements relating to this Loan. If the Borrower is a partnership, the Bank may proceed against the business and non-business property of each general partner of the Borrower in enforcing this and other agreements relating to this Loan.

10.8 Joint and Several Liability . If two or more Borrowers sign this Agreement, each Borrower agrees that it is jointly and severally liable to the Bank for the payment of all obligations arising under this Agreement, and that such liability is independent of the obligations of the other Borrowers.

10.9 Set-Off .

10.10 One Agreement . This Agreement and any related security or other agreements required by this Agreement, collectively:

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(a) In addition to any rights and remedies of the Bank provided by law, upon the occurrence and during the continuance of any event of default under this Agreement, the Bank is authorized, at any time, to set off and apply any and all Deposits of the Borrower or any Obligor held by the Bank against any and all Obligations owing to the Bank. The set-off may be made irrespective of whether or not the Bank shall have made demand under this Agreement or any guaranty, and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable Deposits.

(b) The set-off may be made without prior notice to the Borrower or any other party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Obligor) to the fullest extent permitted by law. The Bank agrees promptly to notify the Borrower after any such set-off and application; provided , however , that the failure to give such notice shall not affect the validity of such set-off and application.

(c) For the purposes of this paragraph, “Deposits” means any deposits (general or special, time or demand, provisional or final, individual or joint) and any instruments owned by the Borrower or any Obligor which come into the possession or custody or under the control of the Bank. “Obligations” means all obligations, now or hereafter existing, of the Borrower to the Bank under this Agreement and under any other agreement or instrument executed in connection with this Agreement, and the obligations to the Bank of any Obligor.

(a) represent the sum of the understandings and agreements between the Bank and the Borrower concerning this credit;

In the event of any conflict between this Agreement and any other agreements required by this Agreement, this Agreement will prevail.

10.11 Conflict with SBA Loan Authorization . In the event of any conflict between the terms of this Agreement or any related agreements required by this Agreement and those of the SBA Loan Authorization or the applicable SBA rules and regulations, the terms, conditions, and provisions of the SBA Loan Authorization or the SBA rules and regulations shall prevail, but only to the extent that, at the time of determination, such terms, conditions, and provisions of the SBA Loan Authorization or the SBA rules and regulations are applicable to the Loan provided under this Agreement.

10.12 Indemnification . The Borrower will indemnify and hold the Bank harmless from any loss, liability, damages, judgments, and costs of any kind relating to or arising directly or indirectly out of (a) this Agreement or any document required hereunder, (b) any credit extended or committed by the Bank to the Borrower hereunder, and (c) any litigation or proceeding related to or arising out of this Agreement, any such document, or any such credit. This indemnity includes but is not limited to attorneys’fees (including the allocated cost of in-house counsel). This indemnity extends to the Bank, its parent, subsidiaries and all of their directors, officers, employees, agents, successors, attorneys, and assigns. This indemnity will survive repayment of the Borrower’s obligations to the Bank. All sums due to the Bank hereunder shall be obligations of the Borrower, due and payable immediately without demand.

10.13 Notices . Unless otherwise provided in this Agreement or in another agreement between the Bank and the Borrower, all notices required under this Agreement shall be personally delivered or sent by first class mail, postage prepaid, or by overnight courier, to the addresses on the signature page of this Agreement, or to such other addresses as the Bank and the Borrower may specify from time to time in writing. Notices and other communications shall be effective (i) if mailed, upon the earlier of receipt or five (5) days after deposit in the U.S. mail, first class, postage prepaid, or (ii) if hand-delivered, by courier or otherwise (including telegram, lettergram or mailgram), when delivered.

10.14 Headings . Article and paragraph headings are for reference only and shall not affect the interpretation or meaning of any provisions of this Agreement.

10.15 Counterparts . This Agreement may be executed in as many counterparts as necessary or convenient, and by the different parties on separate counterparts each of which, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same agreement.

10.16 Borrower Information; Reporting to Credit Bur eaus . The Borrower authorizes the Bank at any time to verify or check any information given by the Borrower to the Bank, check the Borrower’s credit references, verify employment, and obtain credit reports. The Borrower agrees that the Bank shall have the right at all times to disclose and report to credit reporting agencies and credit rating agencies such information pertaining to the Borrower and/or all guarantors as is consistent with the Bank’s policies and practices from time to time in effect.

10.17 Limitation of Interest and Other Charges . Notwithstanding any other provision contained in this Agreement, the Bank dues not intend to charge and the Borrower shall not be required to pay any amount of interest or other fees or charges that is in excess of the maximum permitted by applicable law. Any payment in excess of such maximum shall be refunded to the Borrower or credited against principal, at the option of the Bank. It is the express intent hereof that the Borrower not pay and the Bank not receive, directly or indirectly, interest in excess of that which may be lawfully paid under applicable law including the usury laws in force in the state of Florida.

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(b) replace any prior oral or written agreements between the Bank and the Borrower concerning this credit; and

(c) are intended by the Bank and the Borrower as the final, complete and exclusive statement of the terms agreed to by them.

This Agreement is executed as of the date stated at the top of the first page.

Federal law requires Bank of America, N.A. (the “Bank”) to provide the following notice. The notice is not part of the foregoing agreement or instrument and may not be altered. Please read the notice carefully.

(1) USA PATRIOT ACT NOTICE

Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account or obtains a loan. The Bank will ask for the Borrower’s legal name, address, tax ID number or social security number and other identifying information. The Bank may also ask for additional information or documentation or take other actions reasonably necessary to verify the identity of the Borrower, guarantors or other related persons.

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Bank:

Bank of America, N.A.

By: /s/ Illegible Authorized Officer Borrower:

MCA Enterprises Brandon, Inc.

By: /s/ T. Michael Ansley Thomas M. Ansley, President By: /s/ Jason Curtis Jason Curtis, Secretary Address where notices to the Bank are to be sent: Address where notices to the Borrower are to be sent: Bank of America, N.A. MCA Enterprises Brandon, Inc. Doc Retention — GCF 21751 W 11 Mile Rd. Ste 208 CT2-515-BB-03 Southfield, MI 48076-0000 70 Batterson Park Road Farmington, CT 06032

Exhibit 10.2

Bridge Loan Agreement

This Bridge Loan Agreement (“Agreement”), dated as of June 23, 2010, is between Bank of America, N.A. (the “Bank”) and MCA Enterprises Brandon, Inc. (the “Borrower”).

1. THE LOAN

1.1 Loan Amount and Purpose . Subject to the terms and conditions set forth in this Agreement, the Bank agrees to advance up to Nine Hundred Twenty Thousand and 00/100 Dollars ($920,000.00) (the “Bridge Loan”) to be used by the Borrower to finance a portion of the cost of purchasing the real property located at 2055 Badlands Drive, Brandon, Florida 33511 (the “Property”). The Bridge Loan will be repaid with the proceeds of debentures (the “Debentures”) guaranteed by the U.S. Small Business Administration (“SBA”) pursuant to a Section 504 Authorization for Debenture Guaranty issued by the SBA on April 1, 2010 (the “SBA Loan Authorization”). The balance of the long term financing required in connection with the purchase of the Property is being provided by the Bank with a real estate loan (the “Real Estate Loan”) under the terms of a Real Estate Loan Agreement (the “Real Estate Loan Agreement”) dated as of the same date as this Agreement.

1.2 Availability Period . The Bridge Loan is available in one or more disbursements from the Bank between the date of this Agreement and April 23, 2011 unless the Borrower is in default (the “Expiration Date’’).

1.3 Repayment Terms .

1.4 Interest Rate .

Ref# 1000367221 — MCA Enterprises Brandon Inc. Bridge Loan Agreement

(a) The Borrower will pay interest on July 23, 2010 and then on the same day of each month thereafter until payment in full of any principal outstanding under this Agreement.

(b) The Borrower will repay in full any principal, interest or other charges outstanding under this Agreement no later than the Expiration Date.

(c) The Borrower may prepay principal in full or in part at any time without the payment of a prepayment fee or premium.

(a) The interest rate is a rate per year equal to the Bank’s Prime Rate plus 3.000 percentage point(s).

(b) The Prime Rate is the rate of interest publicly announced from time to time by the Bank as its Prime Rate. The Prime Rate is set by the Bank based on various factors, including the Bank’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans. The Bank may price loans to its customers at, above, or below the Prime Rate. Any change in the Prime Rate shall take effect at the opening of business on the day specified in the public announcement of a change in the Bank’s Prime Rate.

2. FEES AND EXPENSES

2.1 Fees .

2.2 Expenses . The Borrower agrees to pay all costs and expenses incurred by the Bank in connection with making the Bridge Loan. Such costs and expenses include, but are not limited to, charges for title insurance, recording and escrow charges, appraisal fees, fees for environmental services, and any other reasonable fees and costs for services, regardless of whether such services are furnished by the Bank’s employees or by independent contractors.

2.3 Reimbursement Costs .

3. COLLATERAL

3.1 Real Property .

4. DISBURSEMENT AND PAYMENTS

4.1 Disbursements and Payments .

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(a) Loan Fee . The Borrower agrees to pay a loan fee in the amount of Four Thousand Six Hundred and 00/100 Dollars ($4,600.00). This fee is due on or before the date the Bridge Loan is disbursed.

(b) Waiver Fee . If the Bank, at its discretion, agrees to waive or amend any terms of this Agreement, the Borrower will, at the Bank’s option, pay the Bank a fee for each waiver or amendment in an amount advised by the Bank at the time the Borrower requests the waiver or amendment. Nothing in this paragraph shall imply that the Bank is obligated to agree to any waiver or amendment requested by the Borrower. The Bank may impose additional requirements as a condition to any waiver or amendment.

(c) Late Fee . To the extent permitted by law, the Borrower agrees to pay a late fee in an amount not to exceed four percent (4%) of any payment that is more than fifteen (15) days late. The imposition and payment of a late fee shall not constitute a waiver of the Bank’s rights with respect to the default.

(a) The Borrower agrees to reimburse the Bank for any expenses it incurs in the preparation of this Agreement and any agreement or instrument required by this Agreement. Expenses include, but are not limited to, reasonable attorneys’ fees, including any allocated costs of the Bank’s in-house counsel to the extent permitted by applicable law.

(b) The Borrower agrees to reimburse the Bank for the cost of periodic appraisals of the real property collateral securing the Agreement, at such intervals as the Bank may reasonably require. The appraisals may be performed by employees of the Bank or by independent appraisers.

(a) All obligations of the Borrower under this Agreement will be secured by a Mortgage (the “Real Estate Security Instrument”) executed by the Borrower covering the Property. The Bank’s lien created under the Real Estate Security Instrument will be junior to the lien on the Property which secures the Real Estate Loan provided by the Bank.

(a) Each payment by the Borrower will be made in U.S. Dollars and immediately available funds by debit to a deposit account, as described in this Agreement or otherwise authorized by the Borrower. For payments not made by direct debit, payments will be made by mail to the address shown on the Borrower’s statement or at one of the Bank’s banking centers in the United States, or by such other method as may be permitted by the Bank.

(b) The Bank may honor instructions for advances or repayments given by any one of the individuals authorized to sign loan agreements on behalf of the Borrower, or any other individual designated by any one of such authorized signers.

(c) For any payment under this Agreement made by debit to a deposit account, the Borrower will maintain sufficient immediately available funds in the deposit account to cover each debit. If there are insufficient immediately available funds in the deposit account on the date the Bank enters any such debit authorized by this Agreement, the Bank may reverse the debit.

Regardless of any such discrepancy, interest will continue to accrue based on the actual amount of principal outstanding without compounding. The Bank will not pay the Borrower interest on any overpayment.

4.2 Direct Debit with ACH Debit .

DEPOSITORY NAME: Charter One Bank City, State and Zip Code: Southfield, MI, 48034 Routing Number: 241070417 Deposit Account Number: 45155-52189

4.3 Banking Day . Unless otherwise provided in this Agreement, a banking day is a day other than a Saturday, Sunday or other day on which commercial banks are authorized to close, or are in fact closed, in the state where the Bank’s lending office is located, and, if such day relates to amounts bearing interest at an offshore rate (if any), means any such day on which dealings in dollar deposits are conducted among banks in the offshore dollar interbank market. All payments and disbursements which would be due on a day which is not a banking day will be due on the next banking day. All payments received on a day which is not a banking day will be applied to the credit on the next banking day.

4.4 Interest Calculation . Except as otherwise stated in this Agreement, all interest and fees, if any, will be computed on the basis of a 360-day year and the actual number of days elapsed. This results in more interest or a higher fee than if a 365-day year is used. Installments of principal which are not paid when due under this Agreement shall continue to bear interest until paid.

Ref# 1000367221 — MCA Enterprises Brandon Inc. Bridge Loan Agreement

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(d) Each disbursement by the Bank and each payment by the Borrower will be evidenced by records kept by the Bank. In addition, the Bank may, at its discretion, require the Borrower to sign one or more promissory notes.

(e) Prior to the date each payment of principal and interest and any fees from the Borrower becomes due (the “Due Date”), the Bank will mail to the Borrower a statement of the amounts that will be due on that Due Date (the “Billed Amount”). The calculations in the bill will be made on the assumption that no new extensions of credit or payments will be made between the date of the billing statement and the Due Date, and that there will be no changes in the applicable interest rate. If the Billed Amount differs from the actual amount due on the Due Date (the “Accrued Amount”), the discrepancy will be treated as follows:

(i) If the Billed Amount is less than the Accrued Amount, the Billed Amount for the following Due Date will be increased by the amount of the discrepancy. The Borrower will not be in default by reason of any such discrepancy.

(ii) If the Billed Amount is more than the Accrued Amount, the Billed Amount for the following Due Date will be decreased by the amount of the discrepancy.

(a) The Borrower agrees that on the Due Date the Bank will debit the deposit account with the Depository listed below (the “Designated Account”) owned by the Borrower. A voided copy of a check on the Designated Account has been, or will be, provided to the Bank.

(b) Debits made by ACH shall be subject to the operating rules of the National Automated Clearing House Association, as in effect from time to time.

(c) The Borrower may terminate this direct debit arrangement at any time by sending written notice to the Bank.

4.5 Default Rate . Upon the occurrence of any default or after maturity or after judgment has been rendered on any obligation under this Agreement, all amounts outstanding under this Agreement, including any interest, fees, or costs which are not paid when due, will at the option of the Bank bear interest at a rate which is 6.0 percentage point(s) higher than the rate of interest otherwise provided under this Agreement. This may result in compounding of interest. This will not constitute a waiver of any default.

5. CONDITIONS TO DISBURSEMENT

Before the Bank is required to extend any credit to the Borrower under this Agreement, it must receive any documents and other items it may reasonably require, in form and content acceptable to the Bank, including any items specifically listed below.

5.1 The Real Estate Loan Agreement . The Real Estate Loan Agreement, duly executed by all parties thereto.

5.2 Guaranties . Guaranties signed by AMC Wings, Inc. (“AMC Wings, Inc.”), Diversified Restaurant Holdings, Inc. (“Diversified Restaurant Holdings, Inc. “), Thomas M. Ansley, (“Thomas M. Ansley”) and AMC Group, Inc. (“AMC Group, Inc.”).

5.3 Real Estate Security Instrument . Signed and acknowledged original Real Estate Security Instrument encumbering the Property.

5.4 Title Insurance . An ALTA lender’s title insurance policy from a title company acceptable to the Bank, for at least Nine Hundred Twenty Thousand and 00/100 Dollars ($920,000.00), insuring the Bank’s interest in the Property, with only such exceptions as may be approved by the Bank and together with such endorsements as the Bank may require.

5.5 SBA Loan Authorization . A copy of the SBA Loan Authorization, duly executed by all parties thereto.

5.6 Payment of Fees . Payment of all fees, expenses and other amounts due and owing to the Bank. If any fee is not paid in cash, the Bank may, in its discretion, treat the fee as a principal advance under this Agreement or deduct the fee from the Bridge Loan proceeds.

5.7 Real Estate Loan Conditions . Satisfaction of all conditions for disbursement of the Real Estate Loan, as set forth in the Real Estate Loan Agreement. The Bank may make disbursements of the Real Estate Loan and the Bridge Loan in such order as the Bank may elect in its sole discretion.

6. REPRESENTATIONS AND WARRANTIES

The Borrower promises that each representation and warranty set forth in the Real Estate Loan Agreement is true, accurate and correct as of the date of this Agreement. Each request for disbursement of the Bridge Loan will be deemed to be a reaffirmation of each and every representation and warranty made by the Borrower under the Real Estate Loan Agreement.

7. COVENANTS OF BORROWER

The Borrower agrees, so long as credit is available under this Agreement and until the Bank is repaid in full:

7.1 Use of Proceeds; Compliance with SBA Loan Authorization . To use the Bridge Loan proceeds, in combination with the Real Estate Loan, for the purpose of financing the acquisition of the Property, as specifically authorized by, and in compliance with, the SBA Loan Authorization and the applicable SBA rules and regulations.

7.2 Compliance with Real Estate Loan Agreement . To comply with each of the covenants set forth in the Covenants section of the Real Estate Loan Agreement.

Ref# 1000367221 — MCA Enterprises Brandon Inc. Bridge Loan Agreement

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8. DEFAULT AND REMEDIES

8.1 Events of Default . The Borrower will be in default under this Agreement upon the occurrence of any one or more of the following events of default:

8.2 Remedies . If any of the events of default set forth above occurs, the Bank may do one or more of the following without prior notice: declare the Borrower in default, stop making any additional credit available to the Borrower, and require the Borrower to repay its entire debt immediately. If an event which, with notice or the passage of time, will constitute an event of default has occurred and is continuing, the Bank has no obligation to make disbursements of Bridge Loan funds under this Agreement. In addition, if any event of default occurs, the Bank shall have all rights, powers and remedies available under any instruments and agreements required by or executed in connection with this Agreement, including, without limitation, the Real Estate Loan Agreement, as well as all rights and remedies available at law or in equity. If an event of default occurs under the paragraph entitled “Bankruptcy” in the Real Estate Loan Agreement with respect to the Borrower, then the entire debt outstanding under this Agreement will automatically be due immediately.

9. ENFORCING THIS AGREEMENT; MISCELLANEOUS

9.1 GAAP . Except, as otherwise stated in this Agreement, all financial information provided to the Bank and all financial covenants will be made under generally accepted accounting principles, consistently applied or another basis acceptable to the Bank.

9.2 Governing Law . This Agreement is governed by Florida law.

9.3 Successors and Assigns . This Agreement is binding on the Borrower’s and the Bank’s successors and assignees. The Borrower agrees that it may not assign this Agreement without the Bank’s prior consent.

9.4 Dispute Resolution Provision . This paragraph, including the subparagraphs below, is referred to as the “Dispute Resolution Provision.” This Dispute Resolution Provision is a material inducement for the parties entering into this Agreement.

Ref# 1000367221 — MCA Enterprises Brandon Inc. Bridge Loan Agreement

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(a) Failure to Pay . The Borrower fails to make a payment under this Agreement when due.

(b) Default under Real Estate Loan Agreement . Any default occurs under and as defined in the Real Estate Loan Agreement.

(a) This Dispute Resolution Provision concerns the resolution of any controversies or claims between the parties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this agreement (including any renewals, extensions or modifications); or (ii) any document related to this agreement (collectively a “Claim”). For the purposes of this Dispute Resolution Provision only, the term “parties” shall include any parent corporation, subsidiary or affiliate of the Bank involved in the servicing, management or administration of any obligation described or evidenced by this agreement.

(b) At the request of any party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U.S. Code) (the “Act”). The Act will apply even though this agreement provides that it is governed by the law of a specified state.

(c) Arbitration proceedings will be determined in accordance with the Act, the then-current rules and procedures for the arbitration of financial services disputes of the American Arbitration Association or any successor thereof (“AAA”), and the terms of this Dispute Resolution Provision. In the event of any inconsistency, the terms of this Dispute Resolution Provision shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, the Bank may designate another arbitration organization with similar procedures to serve as the provider of arbitration.

9.5 Severability; Waivers . If any part of this Agreement is not enforceable, the rest of the Agreement may be enforced. The Bank retains all rights, even if it makes a loan after default. If the Bank waives a default, it may enforce a later default. Any consent or waiver under this Agreement must be in writing.

9.6 Attorneys’ Fees . The Borrower shall reimburse the Bank for any reasonable costs and attorneys’ fees incurred by the Bank in connection with the enforcement or preservation of any rights or remedies under this Agreement and any other documents executed in connection with this Agreement, and in connection with any amendment, waiver, “workout” or restructuring under this Agreement. In the event of a lawsuit or arbitration proceeding, the prevailing party is entitled to recover costs and reasonable attorneys’ fees incurred in connection with the lawsuit or arbitration proceeding, as determined by the court or arbitrator. In the event that any case is commenced by or against the Borrower under the Bankruptcy Code (Title 11, United States Code) or any similar or successor statute, the Bank is entitled to recover costs and reasonable attorneys’ fees incurred by the Bank related to the preservation, protection, or enforcement of any rights of the Bank in such a case. To the extent permitted by law, as used in this paragraph, “attorneys’ fees” includes the allocated costs of the Bank’s in-house counsel.

Ref# 1000367221 — MCA Enterprises Brandon Inc. Bridge Loan Agreement

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(d) The arbitration shall be administered by AAA and conducted, unless otherwise required by law, in any U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in the state specified in the governing law section of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within ninety (90) days of the demand for arbitration and close within ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional sixty (60) days. The arbitrator(s) shall provide a concise, written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and have judgment entered and enforced.

(e) The arbitrator(s) will give effect to statutes of limitation in determining any Claim and may dismiss the arbitration on the basis that the Claim is barred. For purposes of the application of any statutes of limitation. the service on AAA under applicable AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s), except as set forth at subparagraph (h) of this Dispute Resolution Provision. The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement.

(f) This paragraph does not limit the right of any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies.

(g) The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration.

(h) Any arbitration or trial by a judge of any Claim will take place on an individual basis without resort to any form of class or representative action (the “Class Action Waiver”). Regardless of anything else in this Dispute Resolution Provision, the validity and effect of the Class Action Waiver may be determined only by a court and not by an arbitrator. The parties to this Agreement acknowledge that the Class Action Waiver is material and essential to the arbitration of any disputes between the parties and is nonseverable from the agreement to arbitrate Claims. If the Class Action Waiver is limited, voided or found unenforceable, then the parties’ agreement to arbitrate shall be null and void with respect to such proceeding, subject to the right to appeal the limitation or invalidation of the Class Action Waiver. The Parties acknowledge and agree that under no circumstances will a class action be arbitrated.

(i) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This waiver of jury trial shall remain in effect even if the Class Action Waiver is limited, voided or found unenforceable. WHETHER THE CLAIM IS DECIDED BY ARBITRATION OR BY T RIAL BY A JUDGE, THE PARTIES AGREE AND UNDERSTAND THAT THE EFFECT OF THI S AGREEMENT IS THAT THEY ARE GIVING UP THE RIGHT TO TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW.

9.7 Individual Liability . If any Borrower is a natural person, the Bank may proceed against the Borrower’s business and non-business property in enforcing this and other agreements relating to this loan. If the Borrower is a partnership, the Bank may proceed against the business and non-business property of each general partner of the Borrower in enforcing this and other agreements relating to this loan.

9.8 Joint and Several Liability . If two or more Borrowers sign this Agreement, each Borrower agrees that it is jointly and severally liable to the Bank for the payment of all obligations arising under this Agreement, and that such liability is independent of the obligations of the other Borrowers.

9.9 Set-Off .

9.10 One Agreement . This Agreement and any related security or other agreements required by this Agreement, collectively:

In the event of any conflict between this Agreement and any other agreements required by this Agreement, this Agreement will prevail.

9.11 Conflict with SBA Loan Authorization . In the event of any conflict between the terms of this Agreement or any related agreements required by this Agreement and those of the SBA Loan Authorization or the applicable SBA rules and regulations, the terms, conditions, and provisions of the SBA Loan Authorization or the SBA rules and regulations shall prevail, but only to the extent that, at the time of determination, such terms, conditions, and provisions of the SBA Loan authorization or the SBA rules and regulations are applicable to the loan provided under this Agreement.

Ref# 1000367221 — MCA Enterprises Brandon Inc. Bridge Loan Agreement

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(a) In addition to any rights and remedies of the Bank provided by law, upon the occurrence and during the continuance of any event of default under this Agreement, the Bank is authorized, at any time, to set off and apply any and all Deposits of the Borrower or any Obligor held by the Bank against any and all Obligations owing to the Bank. The set-off may be made irrespective of whether or not the Bank shall have made demand under this Agreement or any guaranty, and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable Deposits.

(b) The set-off may be made without prior notice to the Borrower or any other party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Obligor) to the fullest extent permitted by law. The Bank agrees promptly to notify the Borrower after any such set-off and application; provided , however , that the failure to give such notice shall not affect the validity of such set-off and application.

(c) For the purposes of this paragraph, “Deposits” means any deposits (general or special, time or demand, provisional or final, individual or joint) and any instruments owned by the Borrower or any Obligor which come into the possession or custody or under the control of the Bank. “Obligations” means all obligations, now or hereafter existing, of the Borrower to the Bank under this Agreement and under any other agreement or instrument executed in connection with this Agreement, and the obligations to the Bank of any Obligor.

(a) represent the sum of the understandings and agreements between the Bank and the Borrower concerning this credit;

(b) replace any prior oral or written agreements between the Bank and the Borrower concerning this credit; and

(c) are intended by the Bank and the Borrower as the final, complete and exclusive statement of the terms agreed to by them.

9.12 Indemnification . The Borrower will indemnify and hold the Bank harmless from any loss, liability, damages, judgments, and costs of any kind relating to or arising directly or indirectly out of (a) this Agreement or any document required hereunder, (b) any credit extended or committed by the Bank to the Borrower hereunder, and (c) any litigation or proceeding related to or arising out of this Agreement, any such document, or any such credit. This indemnity includes but is not limited to attorneys’fees (including the allocated cost of in-house counsel). This indemnity extends to the Bank, its parent, subsidiaries and all of their directors, officers, employees, agents, successors, attorneys, and assigns. This indemnity will survive repayment of the Borrower’s obligations to the Bank. All sums due to the Bank hereunder shall be obligations of the Borrower, due and payable immediately without demand.

9.13 Notices . Unless otherwise provided in this Agreement or in another agreement between the Bank and the Borrower, all notices required under this Agreement shall be personally delivered or sent by first class mail, postage prepaid, or by overnight courier to the addresses on the signature page of this Agreement, or to such other addresses as the Bank and the Borrower may specify from time to time in writing. Notices and other communications shall be effective (i) if mailed, upon the earlier of receipt or five (5) days after deposit in the U.S. mail, first class, postage prepaid, or (ii) if hand-delivered, by courier or otherwise (including telegram, lettergram or mailgram), when delivered.

9.14 Headings . Article and paragraph headings are for reference only and shall not effect the interpretation or meaning of any provision of this Agreement.

9.15 Counterparts . This Agreement may be executed in as many Counterparts as necessary or convenient, and by the different parties on separate counterparts each of which, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same agreement.

9.16 Borrower Information; Reporting to Credit Bureaus . The Borrower authorizes the Bank at any time to verify or check any information given by the Borrower to the Bank, check the Borrower’s credit references, verify employment, and obtain credit reports. The Borrower agrees that the Bank shall have the right at all times to disclose and report to credit reporting agencies and credit rating agencies such information pertaining to the Borrower and/or all guarantors as is consistent with the Bank’s policies and practices from time to time in effect.

9.17 Limitation of Interest and Other Charges . Notwithstanding any other provision contained in this Agreement, the Bank does not intend to charge and the Borrower shall not be required to pay any amount of interest or other fees or charges that is in excess of the maximum permitted by applicable law. Any payment in excess of such maximum shall be refunded to the Borrower or credited against principal, at the option of the Bank. It is the express intent hereof that the Borrower not pay and the Bank not receive, directly or indirectly, interest in excess of that which may be lawfully paid under applicable law including the usury laws in force in the state of Florida.

Ref# 1000367221 — MCA Enterprises Brandon Inc. Bridge Loan Agreement

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This Agreement is executed as of the date stated at the top of the first page.

Ref# 1000367221 — MCA Enterprises Brandon Inc. Bridge Loan Agreement

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Bank:

Bank of America, N.A.

By: /s/ Wendy L. Strickland-Busby Authorized Officer Borrower:

MCA Enterprises Brandon, Inc.

By: /s/ T. Michael Ansley Thomas M. Ansley, President By: /s/ Jason Curtis Jason Curtis, Secretary Address where notices to the Bank are to be sent: Address where notices to the Borrower are to be sent: Bank of America, N.A. MCA Enterprises Brandon, Inc. Doc Retention — GCF 21751 W 11 Mile Rd. Ste 208 CT2-515-BB-03 Southfield, MI 48076-0000 70 Batterson Park Road Farmington, CT 06032

Federal law requires Bank of America, N.A. (the “Bank”) to provide the following notice. The notice is not part of the foregoing agreement or instrument and may not be altered. Please read the notice carefully.

(1) USA PATRIOT ACT NOTICE

Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account or obtains a loan. The Bank will ask for the Borrower’s legal name, address, tax ID number or social security number and other identifying information. The Bank may also ask for additional information or documentation or take other actions reasonably necessary to verify the identity of the Borrower, guarantors or other related persons.

Ref# 1000367221 — MCA Enterprises Brandon Inc. Bridge Loan Agreement

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Exhibit 10.3

PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, MCA Enterprises Brandon, Inc. , a Michigan corporation (the “Borrower”), promises to pay to the order of Florida Wings Group, LLC , a Wisconsin limited liability company (“Lender”), at such place as Lender may from time to time direct, the principal sum of Two Hundred Forty Five Thousand Seven Hundred Fifty Four Dollars ($245,754.00).

1. Interest Rate . Interest shall accrue on the unpaid principal balance throughout the term of this Note at a rate of seven percent (7.0%) per annum. Interest shall be computed on the basis of actual number of days elapsed on a year of three hundred sixty five (365) days.

2. Payments . Principal and interest shall be payable in thirty-six (36) monthly installments of Two Thousand Two Hundred Eight and 91/100 Dollars ($2,208.91), based on a principal amortization period of fifteen (15) years. Monthly payments of principal and interest shall commence on [ August ] 1, 2010 and continue on or before the first day of each month thereafter during the three (3) year term of this Note. A final payment equal to all unpaid principal and/or accrued interest (if any) outstanding thereon shall be due and payable on [ August ] 1, 2013. All payments under this Note shall be applied first to the payment of interest due and then to the principal. All payments of principal and interest due hereunder shall be paid to Florida Wings Group, LLC, c/o Commercial Horizons, Inc., Attn: Paul A. Klister, at the following address: P.O. Box 11237, Green Bay, Wisconsin 54307-1237.

3. Prepayment . This Note may be prepaid in full or in part at any time without premium or penalty, provided that such prepayment must be accompanied by any unpaid and accrued interest.

4. Covenants . Nothing contained herein nor any transaction related hereto shall be construed or shall so operate either presently or prospectively to (a) require the payment of interest at a rate greater than is now lawful in such case to contract for, but shall require payment of interest only to the extent of such lawful rate, or (b) require the payment or the doing of any act contrary to law; but if any clause or provision herein contained shall otherwise so operate to invalidate this Note and/or the transaction related hereto, in whole or in part. then such clause(s) and provision(s) only shall be struck and deemed as though not contained herein and the remainder of this Note shall remain operative and in full force and effect.

5. Events of Default . Any of the following events shall be deemed an “Event of Default”:

(a) Any amount of principal of, or interest on, the Note, or any other amount owing hereunder, remains unpaid for more than five (5) days after the due date for such payment; or

(b) Borrower (i) generally does not, or is unable to or admits in writing, its inability to, pay its debts as such debts become due; or (ii) makes an assignment for the benefit of creditors, petitions or applies to any tribunal for the appointment of a custodian, receiver, or trustee for it or a substantial part of its assets; or (iii) commences any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or (iv) has any such petition or application filed or any such proceeding commenced against it in which an order for relief is entered or adjudication or appointment is made and which remains un-dismissed for a period of 60 days or more; or (v) by any act or omission indicates its consent to, approval of or acquiescence in any such petition, application, or proceeding, or order for relief, or the appointment of a custodian, receiver, or trustee for all or any substantial part of its properties; or (vi) suffers any such custodianship, receivership, or trusteeship to continue un-discharged for a period of thirty (30) days or more; or

$245,754.00

June 23, 2010

Green Bay, Wisconsin

(c) One or more judgments, decrees, or orders for the payment of money are rendered against Borrower, and such judgments, decrees, or orders continue unsatisfied and in effect for a period of fifteen (15) consecutive days without being vacated, discharged, satisfied, or stayed or bonded pending appeal.

6. Lender’s Rights . Upon the occurrence of an Event of Default, Lender may, at its option, take such actions as are permitted by applicable law including, but not limited to, declaring the entire unpaid principal balance on this Note, all accrued unpaid interest and all other costs and expenses for which Borrower is responsible for under this Note immediately due and payable. In addition, upon the occurrence of an Event of Default, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, do one or both of the following: (a) charge interest on the principal amount outstanding under this Note from and after the date of the Event of Default below, at the Default Rate (as defined below), and (b) add any unpaid accrued interest to principal and such sum will bear interest therefrom until paid at the rate provided in this Note. Lender may hire an attorney to help collect this Note if Borrower does not pay and Borrower will pay Lender’s reasonable attorneys’ fees and all other costs of collection, unless prohibited by applicable law. This Note has been delivered to Lender and is accepted by Lender in the State of Wisconsin. This Note shall be governed by and construed in accordance with the laws of the State of Wisconsin without regard to any conflict of laws or provisions thereof. For purposes of this Note, the “Default Rate”shall mean interest at the then current prime rate (as announced by the Midwest Edition of the Wall Street Journal ) plus four percent (4.00%) (so long as such rate does not exceed the maximum rate allowable under applicable law), calculated and accruing, from the date of the default for so long as and on such amounts as are identified and remain outstanding.

7. Attorney Fees . Borrower agrees that if, and as often as, this Note is placed in the hands of an attorney for collection, or to defend or enforce any of the Lender’s rights hereunder or under any document securing this Note, whether or not litigation has commenced, the undersigned shall pay to Lender, Lender’s reasonable attorney’s fees, together with all court costs and other expenses incurred by Lender in connection therewith.

8. General Provisions . This Note benefits the Lender and its successors, assigns, and representatives, and binds Borrower and Borrower’s successors and assigns. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower waives presentment, demand for payment, protest and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this Note, or release any party or collateral; or impair, fail to realize upon or perfect Lender’s security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this Note without the consent of or notice to anyone other than the party with whom the modification is made.

2

IN WITNESS WHEREOF, the undersigned Borrower has executed this Note as of the date first above written.

Personally came before me, this 23 rd day of June, 2010, the above named T. Michael Ansley, to me known to be the President of MCA Enterprises Brandon, Inc. and the person who executed the foregoing instrument and acknowledged the same.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

3

MCA ENTERPRISES BRANDON, INC.

By: /s/ T. Michael Ansley Its: President STATE OF MICHIGAN ) ) ss. COUNTY OF OAKLAND )

/s/ Diana Kozar

Signature Diana Kozar

Printed Name of Notary Public My Commission expires: July 31, 2015

Exhibit 10.4

Buffalo Wild Wings ® Franchise Agreement

Between

Buffalo Wild Wings International, Inc. 5500 Wayzata Blvd., Suite 1600

Minneapolis, MN 55416

And

AMC Ft. Myers, Inc. 27680 Franklin Road Southfield, MI 48034

248-894-0434

Authorized Location:

9390 Dynasty Drive, Suite 101 Ft. Myers, FL 33905

Effective Date:

June 3, 2010 (To be completed by us)

AMC FT. Meyers, Inc. Michael Ansley Ft. Meyers, Florida 6/3/10

—TABLE OF CONTENTS—

BUFFALO WILD WINGS ® FRANCHISE AGREEMENT

APPENDICES

SECTION PAGE DEFINITIONS 1 GRANT OF LICENSE 2 TRADEMARK STANDARDS AND REQUIREMENTS 4 TERM AND RENEWAL 6 FACILITY STANDARDS AND MAINTENANCE 6 PRODUCTS AND OPERATIONS STANDARDS AND REQUIREMENTS 10 PERSONNEL AND SUPERVISION STANDARDS 14 ADVERTISING 15 FEES, REPORTING AND AUDIT RIGHTS 17 YOUR OTHER OBLIGATIONS; NONCOMPETE COVENANTS 20 TRANSFER OF FRANCHISE 22 DISPUTE RESOLUTION 25 DEFAULT AND TERMINATION 26 POST-TERM OBLIGATIONS 28 GENERAL PROVISIONS 30

A. Trademarks B. Designated Area C. Addendum to Lease D. Electronic Transfer of Funds Authorization E. Gift Cards Affiliated Seller Agreement

BUFFALO WILD WINGS ® FRANCHISE AGREEMENT

This Franchise Agreement is made this 3rd day of June, 2010 between BUFFALO WILD WINGS INTERNATIONAL, INC., an Ohio corporation with its principal business located at 5500 Wayzata Blvd., Suite 1600, Minneapolis, Minnesota 55416 (“we” or “us”), and AMC FT. MYERS, INC., a Michigan corporation whose principal business address is 27680 Franklin Road, Southfield, Michigan 48034 (“franchisee” or “you”). If the franchisee is a corporation, partnership, limited liability company or other legal entity, certain provisions to this Agreement also apply to its owners.

RECITALS

A. Our parent company has developed a unique system for video entertainment-oriented, casual/fast casual restaurants that feature chicken wings, sandwiches, unique food service and other products, beverages and services using certain standards and specifications;

B. Many of the food and beverage products are prepared according to specified recipes and procedures, some of which include proprietary sauces and mixes;

C. Our parent company owns the BUFFALO WILD WINGS ® Trademark and other trademarks used in connection with the operation of a BUFFALO WILD WINGS ® restaurant;

D. Our parent company has granted to us the right to sublicense the right to develop and operate BUFFALO WILD WINGS ®

restaurants; and

E. You desire to develop and operate a BUFFALO WILD WINGS ® restaurant and we, in reliance on your representations, have approved your franchise application.

In consideration of the foregoing and the mutual covenants and consideration below, you and we agree as follows:

DEFINITIONS

1. For purposes of this Agreement, the terms below have the following definitions:

A. “Control Person” means the individual who has the authority to, and does in fact, actively direct your business affairs in regard to the Restaurant, is responsible for overseeing the general management of the day-to-day operations of the Restaurant and has authority to sign on your behalf on all contracts and commercial documents. The Control Person is identified on the Ownership and Management Addendum attached to this Agreement.

B. “Gross Sales” includes the total revenues and receipts from the sale of all products, services and merchandise sold in your Restaurant whether under any of the Trademarks or otherwise, including any cover charges or fees, vending or similar activities in your Restaurant or on its premises as well as all license and use fees. Gross Sales excludes sales taxes.

C. “Menu Items” means the chicken wings, sandwiches and other products and beverages prepared according to our specified recipes and procedures, as we may modify and change them from time to time.

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D. “Principal Owner” means any person or entity who, now or hereafter, directly or indirectly owns a 10% or greater interest in the franchisee when the franchisee is a corporation, limited liability company, partnership, or a similar entity. However, if we are entering into this Agreement totally or partially based on the financial qualifications, experience, skills or managerial qualifications of any person or entity who directly or indirectly owns less than a 10% interest in the franchisee, we have the right to designate that person or entity as a Principal Owner for all purposes under this Agreement. In addition, if the franchisee is a partnership entity, then each person or entity who, now or hereafter is or becomes a general partner is a Principal Owner, regardless of the percentage ownership interest. If the franchisee is one or more individuals, each individual is a Principal Owner of the franchisee. Each franchisee must have at least one Principal Owner. Your Principal Owner(s) are identified on the Ownership and Management Addendum attached to this Agreement. Every time there is a change in the persons who are your Principal Owners, you must, within 10 days from the date of each such change, update the Ownership and Management Addendum. As used in this Agreement, any reference to Principal Owner includes all Principal Owners.

E. “Restaurant” means the BUFFALO WILD WINGS ® Restaurant you develop and operate pursuant to this Agreement.

F. “System” means the BUFFALO WILD WINGS ® System, which consists of distinctive food and beverage products prepared according to special and confidential recipes and formulas with unique storage, preparation, service and delivery procedures and techniques, offered in a setting of distinctive exterior and interior layout, design and color scheme, signage, furnishings and materials and using certain distinctive types of facilities, equipment, supplies, ingredients, business techniques, methods and procedures together with sales promotion programs, all of which we may modify and change from time to time.

G. “Trademarks” means the BUFFALO WILD WINGS ® Trademark and Service Mark that have been registered in the United States and elsewhere and the trademarks, service marks and trade names set forth on Appendix A, as we may modify and change from time to time, and the trade dress and other commercial symbols used in the Restaurant. Trade dress includes the designs, color schemes and image we authorize you to use in the operation of the Restaurant from time to time.

H. “Unit General Manager” means the individual who (i) personally invests his or her full time and attention and devotes his or her best efforts to the on-premises general management of the day-to-day operations of the Restaurant and (ii) meets our training requirements. The Unit General Manager must be appointed at least 60 days prior to the Restaurant opening and fully trained 20 days prior to the Restaurant opening.

GRANT OF LICENSE

2. The following provisions control with respect to the license granted hereunder:

A. Authorized Location . We grant to you the right and license to establish and operate a retail Restaurant identified by the BUFFALO WILD WINGS ® Trademarks or such other marks as we may direct, to be located at 9390 Dynasty Drive, Suite 101, Ft. Myers, FL 33905 or a location to be designated within 90 days from the date of this Agreement (the “Authorized Location”). When a location has been designated by you and approved by us, it will become part of this subparagraph 2.A as if originally stated. You acknowledge and agree that our approval of a site does not constitute a warranty of any kind, express or implied, as to the suitability of the site for your Restaurant. You acknowledge and agree that your acceptance of a franchise for the operation of a Restaurant at this Authorized Location is based on your own independent investigation. If an Authorized Location is not designated by you and approved by us within 90 days from the date of this Agreement, we have the right to declare this Agreement null and void without the return of any Initial Franchise Fee or other amounts paid to us. You accept the license and undertake the obligation to operate the Restaurant at the Authorized Location using the Trademarks and the System in compliance with the terms and conditions of this Agreement.

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B. Designated Area . You must locate and operate the Restaurant at an Authorized Location within the area described in Appendix B (the “Designated Area”). We and our affiliates will not locate and operate or grant to anyone else a franchise to locate and operate a BUFFALO WILD WINGS ® restaurant within the Designated Area so long as this Agreement is in effect, except as provided in subparagraph 2.D. You do not have any right to sublicense or subfranchise within or outside of the Designated Area and do not have the right to operate more than one Restaurant within the Designated Area.

C. Opening . You agree that the Restaurant will be open and operating by the required open date (“Required Open Date”). If you are entering this Agreement pursuant to an Area Development Agreement executed between you and us, the Required Open Date is defined in the Development Schedule. If you are not entering this Agreement pursuant to an Area Development Agreement, you and we agree that the Required Open Date is NA . If you fail to have your Restaurant open and in operation according to the provisions of this subparagraph 2.C, we will have the right to terminate this Agreement without opportunity to cure pursuant to subparagraph 13.B.2.

D. Nonexclusivity; Our Reservation of Rights . The license is limited to the right to develop and operate one Restaurant at the Authorized Location located in the Designated Area, and does not include (i) any right to sell products and Menu Items identified by the Trademarks at any location other than the Authorized Location, except for authorized catering and delivery services as noted in subparagraph 2.E, or through any other channels or methods of distribution, including the internet (or any other existing or future form of electronic commerce), (ii) any right to sell products and Menu Items identified by the Trademarks to any person or entity for resale or further distribution, or (iii) any right to exclude, control or impose conditions on our development of future franchised, company or affiliate owned restaurants at any time outside of the Designated Area. You acknowledge that the consumer service area or trade area of another BUFFALO WILD WINGS ®

restaurant may overlap with your Designated Area.

You also acknowledge and agree that we and our affiliates have the right to operate and franchise others the right to operate restaurants or any other business within and outside the Designated Area under trademarks other than the BUFFALO

WILD WINGS ® Trademarks, without compensation to any franchisee, except that our operation of, or association or affiliation with, restaurants (through franchising or otherwise) in the Designated Area that compete with BUFFALO WILD

WINGS ® restaurants in the video entertainment-oriented, fast casual restaurant segment will only occur through some form of merger or acquisition with an existing restaurant chain (except as otherwise provided for in this subparagraph). Outside of the Designated Area, we and our affiliates have the right to grant other franchises or develop and operate company or affiliate owned BUFFALO WILD WINGS ® restaurants and offer, sell or distribute any products or services associated with the System (now or in the future) under the Trademarks or any other trademarks, service marks or trade names, all without compensation to any franchisee.

We and our affiliates further have the right to offer, sell or distribute, within and outside the Designated Area, through any distribution channel or method, any frozen, pre-packaged items or other products or services associated with the System (now or in the future) or identified by the Trademarks, or any other trademarks, service marks or trade names, except for Prohibited Items (as defined below), through any distribution channels or methods, without compensation to any franchisee. The distribution channels or methods include, without limitation, grocery stores, club stores, convenience stores, wholesale, hospitals, clinics, health care facilities, business or industry locations (e.g. manufacturing site, office building), military installations, military commissaries or the internet (or any other existing or future form of electronic commerce). The Prohibited Items are the following items that we will not sell in the Designated Area through other distribution channels or methods: any retail food service Menu Items that are cooked or prepared to be served to the end user or customer for consumption at the retail location (unless sold at the limited seating facilities referenced in subparagraph (i) of the paragraph above). For example, chicken wings cooked and served to customers at a grocery store or convenience store would be a Prohibited Item, but the sale of frozen or pre-packaged chicken wings at a grocery store or convenience store would be a permitted form of distribution in the Designated Area.

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You acknowledge and agree that certain locations within and outside the Designated Area are by their nature unique and separate in character from sites generally developed as BUFFALO WILD WINGS ® restaurants. As a result, you agree that the following locations (“Special Sites”) are excluded from the Designated Area and we have the right to develop, license or franchise such locations: (1) military bases; (2) public transportation facilities, including, without limitation, airports and other transportation terminals; (3) sports facilities, including race tracks; (4) student unions or other similar buildings on college or university campuses; (5) amusement and theme parks; and (6) community and special events.

In addition, you acknowledge and agree that, subject to your right of first refusal as set forth below, we and our affiliates have the right to operate or franchise within and outside the Designated Area one or more facilities selling, for dine in or take out, all or some of the Menu Items, using the Trademarks or any other trademarks, service marks or trade names, without compensation to any franchisee, provided, however, that such facilities shall not have an interior area larger than 2,400 square feet and shall not have seating capacity for more than 48 people (“Limited Seating Facilities”). If we develop a model for a Limited Seating Facility and determine that your Designated Territory is an appropriate market for such a facility, we will provide to you a written offer (“Offer”) specifying the terms and conditions for your development of the Limited Seating Facility. You will have 90 days following your receipt of the Offer to accept the Offer by delivering written notice to us of your acceptance, provided that you are not in default under this Agreement or any other Agreement with us or our affiliates. If you do not provide written notice to us within the time period or if you are in default under this Agreement or any other agreement with us or our affiliates, you will lose the right to develop the Limited Seating Facility and we may develop or franchise others to develop the Limited Seating Facility within your Designated Area. You acknowledge and agree that if you accept the Offer, we may require you to submit a full application, pay an initial fee and sign a new form of franchise agreement.

E. Catering and Delivery . You may not engage in catering and delivery services and activities within or outside of the Designated Area, unless we authorize you in writing, as further described in subparagraph 6.L. We and our affiliate companies will not engage in catering and delivery services and activities in the Designated Area; however, we have no obligation to enforce similar covenants against any other franchisee.

TRADEMARK STANDARDS AND REQUIREMENTS

3. You acknowledge and agree that the Trademarks are our parent company’s property and it has licensed the use of the Trademarks to us with the right to sublicense to others. You further acknowledge that your right to use the Trademarks is specifically conditioned upon the following:

A. Trademark Ownership . The Trademarks are our parent company’s valuable property, and it is the owner of all right, title and interest in and to the Trademarks and all past, present or future goodwill of the Restaurant and of the business conducted at the Authorized Location that is associated with or attributable to the Trademarks. Your use of the Trademarks will inure to our parent company’s benefit. You may not, during or after the term of this Agreement, engage in any conduct directly or indirectly that would infringe upon, harm or contest our parent company’s rights in any of the Trademarks or the goodwill associated with the Trademarks, including any use of the Trademarks in a derogatory, negative, or other inappropriate manner in any media, including but not limited to print or electronic media.

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B. Trademark Use . You may not use, or permit the use of, any trademarks, trade names or service marks in connection with the Restaurant except those set forth in Appendix A or except as we otherwise direct in writing. You may use the Trademarks only in connection with such products and services as we specify and only in the form and manner we prescribe in writing. You must comply with all trademark, trade name and service mark notice marking requirements. You may use the Trademarks only in association with products and services approved by us and that meet our standards or requirements with respect to quality, mode and condition of storage, production, preparation and sale, and portion and packaging.

C. Restaurant Identification . You must use the name BUFFALO WILD WINGS GRILL & BAR ® as the trade name of the Restaurant and you may not use any other mark or words to identify the Restaurant without our prior written consent. You may not use the phrase “Buffalo Wild Wings” or any of the other Trademarks as part of the name of your corporation, partnership, limited liability company or other similar entity. You may use the Trademarks on various materials, such as business cards, stationery and checks, provided you (i) accurately depict the Trademarks on the materials as we prescribe, (ii) include a statement on the materials indicating that the business is independently owned and operated by you, (iii) do not use the Trademarks in connection with any other trademarks, trade names or service marks unless we specifically approve in writing prior to such use, and (iv) make available to us, upon our request, a copy of any materials depicting the Trademarks. You must post a prominent sign in the Restaurant identifying you as a BUFFALO WILD WINGS ® franchisee in a format we deem reasonably acceptable, including an acknowledgment that you independently own and operate the Restaurant and that the BUFFALO WILD WINGS ® Trademark is owned by our parent company and your use is under a license we have issued to you. All your internal and external signs must comply at all times with our outdoor/indoor guidelines and practices, as they are modified from time to time.

D. Litigation . In the event any person or entity improperly uses or infringes the Trademarks or challenges your use or our use or ownership of the Trademarks, we will control all litigation and we have the right to determine whether suit will be instituted, prosecuted or settled, the terms of settlement and whether any other action will be taken. You must promptly notify us of any such use or infringement of which you are aware or any challenge or claim arising out of your use of any Trademark. You must take reasonable steps, without compensation, to assist us with any action we undertake. We will be responsible for our fees and expenses with any such action, unless the challenge or claim results from your misuse of the Trademarks in violation of this Agreement, in which case you must reimburse us for our fees and expenses.

E. Changes . You may not make any changes or substitutions to the Trademarks unless we direct in writing. We reserve the right to change the Trademarks at any time. Upon receipt of our notice to change the Trademarks, you must cease using the former Trademarks and commence using the changed Trademarks, at your expense. If the changes to the Trademarks result in a required change to outdoor signage, such changes will be subject to the provisions in 5.F.

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TERM AND RENEWAL

4. The following provisions control with respect to the term and renewal of this Agreement:

A. Term . The initial term of this Agreement commences on the Effective Date (as defined in Section 15.R) and expires 20 years after the Restaurant opens for business or the Required Open Date, which ever happens first, unless this Agreement is sooner terminated in accordance with Paragraph 13.

B. Renewal Term and Conditions of Renewal . You may renew your license for two renewal terms, (the first renewal term is 10 years; the second renewal term is 5 years), provided that with respect to each renewal: (i) you have given us written notice of your decision to renew at least 6 months but not more than 12 months prior to the end of the expiring term; (ii) you sign our then-current form of franchise agreement (modified to reflect no additional renewal term upon expiration and other modifications to reflect that the agreement relates to the grant of a renewal), the terms of which may differ from this Agreement, including higher fees and a modification to the Designated Area (although in no event will the revised Designated Area have a residential population of the lesser of approximately 30,000 to 40,000 or the residential population that existed as of the Effective Date); (iii) you have complied with the provisions of subparagraph 5.E regarding modernization and you perform any further items of modernization and/or replacement of the building, premises, trade dress, equipment and grounds as may be necessary for your Restaurant to conform to the standards then applicable to new BUFFALO WILD WINGS restaurants, regardless of the cost of such modernizations and/or replacements, unless we determine that you should relocate your Restaurant because your Authorized Location no longer meets our then-current site criteria, in which case you must comply with the 90 and 270 day relocation requirements of subparagraph 5.D; (iv) you are not in default of this Agreement or any other agreement pertaining to the franchise granted, have satisfied all monetary and material obligations on a timely basis during the term and are in good standing; (v) if leasing the Restaurant premises (and not subject to relocation under (iii) above), you have renewed the lease and have provided written proof of your ability to remain in possession of the premises throughout the renewal period; (vi) you comply with our then-current training requirements; (vii) you pay us, at least 30 days prior to the end of the expiring term, a renewal fee in the amount of $20,000; and (viii) you and your Principal Owners and guarantors execute a general release of claims in a form we prescribe.

C. Relocation Upon Renewal . If, as a condition of renewal, we require you to relocate your Restaurant pursuant to subparagraph 4.B(iii) above, you may renew your license for 20 years, provided that with respect to the renewal, you meet all conditions stated in subparagraph 4.B.

FACILITY STANDARDS AND MAINTENANCE

5. You acknowledge and agree that we have the right to establish, from time to time, quality standards regarding the business operations of BUFFALO WILD WINGS ® restaurants and stores to protect the distinction, goodwill and uniformity symbolized by the Trademarks and the System. Accordingly, you agree to maintain and comply with our quality standards and agree to the following terms and conditions:

A. Restaurant Facility; Site Under Control . You are responsible for purchasing or leasing a site that meets our site selection criteria. You must obtain our written consent to the site. Prior to granting our consent to a site, you must obtain and submit third-party demographic information and such other analysis and information related to the site and market as we may require. You may not use the Restaurant premises or Authorized Location for any purpose other than the operation of a BUFFALO WILD WINGS ® Restaurant during the term of this Agreement. We make no guarantees concerning the success of the Restaurant located on any site to which we consent.

You may not open your Restaurant for business until we have notified you in writing that you have satisfied your pre-opening obligations as set forth in subparagraphs 5.A and 5.B and we have approved your opening date. We are not responsible or liable for any of your pre-opening obligations, losses or expenses you might incur for your failure to comply with these obligations or your failure to open by a particular date. We also are entitled to injunctive relief or specific performance under subparagraph 12.C for your failure to comply with your obligations.

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In the event that you plan to enter into any type of lease for the Restaurant premises, you and your landlord must sign the Lease Addendum attached as Appendix C. We recommend you submit the Lease Addendum to the landlord at the beginning of your lease review and negotiation, although the terms of the Lease Addendum may not be negotiated without our prior approval. If the landlord requires us to negotiate the Lease Addendum, we reserve the right to charge you a fee, which will not exceed our actual costs associated with the negotiation. You must provide us a copy of the executed lease and Lease Addendum within 5 days of its execution. We have no responsibility for the lease; it is your sole responsibility to evaluate, negotiate and enter into the lease for the Restaurant premises.

You must execute, and provide us an executed copy of your lease (including an executed copy of the Lease Addendum) or the purchase agreement for the selected and approved site for your Restaurant within 120 days from the date of execution of this Agreement. If you fail to have your “site under control” (execute the lease or the purchase agreement within the periods set forth in this subparagraph), we will have the right to terminate this Agreement without opportunity to cure pursuant to subparagraph 13.B.2.

B. Construction; Future Alteration . You must construct and equip the Restaurant in strict accordance with our current approved specifications and standards pertaining to equipment, inventory, signage, fixtures, furnishings, accessory features (including sports memorabilia) and design and layout of the building. You may not commence construction of the Restaurant until you have received our written consent to your building plans. If your Restaurant is not constructed strictly according to the previously consented building plans, we will not approve your Restaurant for opening. You will have 30 days from the date we deny our approval for opening your Restaurant to correct all the construction problems so that your Restaurant is strictly constructed according to the consented building plans. If you fail to correct the problems within the 30-day period we may immediately terminate this Agreement pursuant to subparagraph 13.B.2. If the Restaurant opening is delayed for the foregoing reasons, you will be responsible for any losses and costs related to such delay.

Without limiting the generality of the prior paragraph, you must promptly after obtaining possession of the site for the Restaurant: (i) retain the services of an architect; (ii) retain the services of a general contractor and audio/visual equipment providers and installers,; (iii) have prepared and submitted for our approval a site survey and basic architectural plans and specifications (not for construction) consistent with our general atmosphere, image, color scheme and ambience requirements as set forth from time to time in the manuals for a BUFFALO WILD WINGS ® restaurant (including requirements for dimensions, exterior design, materials, interior design and layout, equipment, fixtures, furniture, signs and decorating); (iv) purchase or lease and then, in the construction of the Restaurant, use only the approved building materials, equipment, fixtures, audio visual equipment, furniture and signs; (v) complete the construction and/or remodeling, equipment, fixtures, furniture and sign installation and decorating of the Restaurant in full and strict compliance with plans and specifications we approve and all applicable ordinances, building codes and permit requirements without any unauthorized alterations; (vi) obtain all customary contractors’ sworn statements and partial and final waiver; (vii) obtain all necessary permits, licenses and architectural seals and comply with applicable legal requirements relating to the building, signs, equipment and premises, including, but not limited to, the Americans With Disabilities Act; and (viii) obtain and maintain all required zoning changes, building, utility, health, sanitation, liquor and sign permits and licenses and any other required permits and licenses (if this Agreement is for your first BUFFALO WILD WINGS ® restaurant or if in any previous franchise agreement executed between you or any of your affiliates and us, you or any of your affiliates have not met your obligations regarding the build out of any previous BUFFALO WILD WINGS ® restaurant, we reserve the right to require you to retain the services of a company specialized in assisting restaurant operators during the construction process to assist you in submitting, processing, monitoring and obtaining in a timely manner all necessary construction documents, licenses and permits and to advise you throughout the construction of your Restaurant). It is your responsibility to comply with the foregoing conditions.

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You must use the prototype architectural drawings made available to you by us when working with your architect and general contractor. You, your affiliates or your Principal Owners, or any person related to, or any entity controlled by your Principal Owners may not be your general contractor unless you have requested our approval and we have approved your request.

Your general contractor may not be your audio/visual equipment provider and installer, unless your general contractor shows expertise in this field to our satisfaction and is approved by us prior to performing any work.

Any change to the building plans or any replacement, reconstruction, addition or modification in the building, interior or exterior decor or image, equipment or signage of the Restaurant to be made after our consent is granted for initial plans, whether at the request of you or of us, must be made in accordance with specifications that have received our prior written consent. You may not commence such replacement, reconstruction, addition or modification until you have received our written consent to your revised plans.

You must begin substantial construction (site work, utility infrastructure and building erection) of the Restaurant at least 150 days before the deadline to open the Restaurant if the Restaurant will be in a free standing location or at least 120 days before the deadline to open the Restaurant if the Restaurant will be in a non-free standing location. We may require you to provide us weekly development and construction progress reports in the form we designate from the date you begin development until the date you open the Restaurant. For instance, you may be required to contact the designated project manager and provide construction manual checklists and digital photos during construction on a weekly basis. In addition, on or before the deadlines to start construction you must submit to us executed copies of any loan documents and any other document that proves that you have secured adequate financing to complete the construction of the Restaurant by the date you are obligated to have the Restaurant open and in operation. In the event that you fail to begin construction or to secure financing pursuant to this paragraph, we will have the right to terminate this Agreement without opportunity to cure pursuant to subparagraph 13.B.2.

C. Maintenance . The building, equipment, fixtures, furnishings, signage and trade dress (including the interior and exterior appearance) employed in the operation of your Restaurant must be maintained and refreshed in accordance with our requirements established periodically and any of our reasonable schedules prepared based upon periodic evaluations of the premises by our representatives. Within a period of 30-45 days (as we determine depending on the work needed) after the receipt of any particular report prepared following such an evaluation, you must effect the items of maintenance we designate, including the repair of defective items and/or the replacement of irreparable or obsolete items of equipment and interior signage. If, however, any condition presents a threat to customers or public health or safety, you must effect the items of maintenance immediately, as further described in subparagraph 6.G. The items of maintenance generally result from common wear and tear over a period of time, accidents or lack of care. Examples include, but are not limited to, repairing or replacing HVAC equipment, plumbing and electrical systems that are not functioning properly; repairing a leaking roof; repairing or replacing broken operational and audio-visual equipment; refreshing general appearance items such as paint (interior and exterior) and landscaping; replacing worn carpet, furniture and other furnishings; and conducting routine maintenance of areas that affect the appearance of the Restaurant and goodwill of the Trademarks such as the appearance of the outdoor signage, the parking lot and dumpster area.

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D. Relocation . If you need to relocate because of condemnation, destruction, or expiration or cancellation of your lease for reasons other than your breach, we will grant you authority to do so at a site acceptable to us that is within your Designated Area; provided that (i) you have submitted third-party demographic information and such other analysis and information related to the site and market as we may require; (ii) we have consented in writing to the new site; (iii) the new Restaurant is under construction within 90 days after you discontinue operation of the Restaurant at the Authorized Location; and (iv) the new Restaurant is open and operating within 270 days after construction commences, all in accordance with our then-current standards. If you voluntarily decide to relocate the Restaurant, your right to relocate the Restaurant will be void and your interest in this Agreement will be voluntarily abandoned, unless you have given us notice of your intent to relocate not less than 60 days prior to closing the Restaurant, have procured a site that we have consented to in writing within 60 days after closing the prior Restaurant, have opened the new Restaurant for business within 180 days of such closure and complied with any other conditions that we reasonably require. You must pay the costs of any relocation, and we reserve the right to charge you for any reasonable costs that we incur.

In the event your Restaurant is destroyed or damaged and you repair the Restaurant at the Authorized Location (rather than relocate the Restaurant), you must repair and reopen the Restaurant at the Authorized Location in accordance with our then-current standards for the destroyed or damaged area within 270 days of the date of occurrence of the destruction or damage.

You do not have the right to relocate in the event you lose the right to occupy the Restaurant premises because of the cancellation of your lease due to your breach. The termination or cancellation of your lease due to your breach is grounds for immediate termination under subparagraph 13.B.2.

E. Modernization or Remodel . You agree that you will make such capital improvement or modifications necessary to modernize, redecorate and upgrade your Restaurant, including an upgrade of your audio/visual equipment to reflect the current image of new BUFFALO WILD WINGS ® restaurants as reasonably requested by Franchisor during the term of this Agreement (taking into consideration the cost of the modernization, the life expectancy of the equipment and the then-remaining term of this Agreement). We will not impose any new standards or specifications requiring structural changes or remodeling of your Restaurant more frequently than once every seven (7) years.

You must complete to our satisfaction any changes we require within a reasonable time, not to exceed 12 months from the date you are notified of any required changes, except for outdoor signage as set forth in subparagraph 5.F.

You acknowledge and agree that the requirements of this subparagraph 5.E are both reasonable and necessary to ensure continued public acceptance and patronage of BUFFALO WILD WINGS ® restaurants and to avoid deterioration or obsolescence in connection with the operation of the Restaurant. If you fail to make any improvement as required by this subparagraph or perform the maintenance described in subparagraph 5.C, we may, in addition to our other rights in this Agreement, effect such improvement or maintenance and you must reimburse us for the costs we incur.

Except for transfers under Subparagraph 11.G, every other transfer of any interest in this Agreement or your business governed by Paragraph 11 or any renewal covered by Paragraph 4 is expressly conditioned upon your compliance with these requirements at the time of transfer or renewal.

F. Signage . The outdoor signage at your Restaurant must comply with our then-current specifications, which we may modify and change from time to time due to modifications to the System, including changes to the Trademarks. You must make such changes to the outdoor signage as we require. We will pay for 1/3 of the cost to replace your outdoor signage if: (i) your Restaurant’s sign is less than 2 years old and (ii) we require that you replace the sign within one year from the date of notification. In any case, your failure to replace the signage within 15 months from the date of notification will constitute a default of this Agreement under Paragraph 13. Any upgrades to the type or size of your outdoor signage will be at your expense.

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PRODUCTS AND OPERATIONS STANDARDS AND REQUIREMENTS

6. You must implement and abide by our requirements and recommendations directed to enhancing substantial System uniformity. The following provisions control with respect to products and operations:

A. Authorized Menu . Your business must be confined to the preparation and sale of only such Menu Items and other food and beverage products as we designate and approve in writing from time to time for sale by your Restaurant. You must offer for sale from the Restaurant all items and only those items listed as Menu Items and other approved food and beverage products. You must offer the full Authorized Menu during all hours of operation. We have the right to make modifications to these items from time to time, and you agree to comply with any modifications. You may not offer or sell any other product or service at the Authorized Location without our prior written consent.

B. Authorized Products and Ingredients . You must use in the operation of the Restaurant and in the preparation of Menu Items and other food and beverage products only the proprietary sauces and mixes and other proprietary and non-proprietary ingredients, recipes, formulas, cooking techniques and processes and supplies, and must prepare and serve Menu Items and products in such portions, sizes, appearance, taste and packaging, all as we specify in our most current product preparation materials or otherwise in writing. We will supply to you a copy of the current product preparation materials prior to opening the Restaurant. You acknowledge and agree that we may change these periodically and that you are obligated to conform to the requirements. All supplies, including containers, cups, plates, wrapping, eating utensils, and napkins, and all other customer service materials of all descriptions and types must meet our standards of uniformity and quality. You acknowledge that the Restaurant must at all times maintain an inventory of ingredients, food and beverage products and other products, material and supplies that will permit operation of the Restaurant at maximum capacity.

C. Approved Supplies and Suppliers . We will furnish to you from time to time lists of approved supplies or approved suppliers. You must only use approved products, services, inventory, equipment, fixtures, furnishings, signs, advertising materials, trademarked items and novelties, and other items or services (collectively, “approved supplies”) in connection with the design, construction and operation of the Restaurant as set forth in the approved supplies and approved suppliers lists, as we may amend from time to time. Although we do not do so for every item, we have the right to approve the manufacturer, distributor and/or supplier of approved supplies and in some instances, require that you use designated sources or suppliers. Along with a number of other approval criteria, to be an approved supplier, the supplier must have the ability to provide the product and/or service, on a national basis, to at least 80% of the then existing Restaurants. You acknowledge and agree that certain approved supplies may only be available from one source, and we or our affiliates may be that source. You will pay the then-current price in effect for all products and supplies that you purchase from us or our affiliates. All inventory, products, materials and other items and supplies used in the operation of the Restaurant that are not included in the approved supplies or approved suppliers lists must conform to the specifications and standards we establish from time to time. ALTHOUGH APPROVED OR DESIGNATED BY US, WE AND OUR AFFILIATES MAKE NO WARRANTY AND EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO SERVICES, PRODUCTS, EQUIPMENT (INCLUDING, WITHOUT LIMITATION, ANY REQUIRED COMPUTER SYSTEMS), SUPPLIES, FIXTURES, FURNISHINGS OR OTHER APPROVED ITEMS. IN ADDITION, WE DISCLAIM ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICES RENDERED OR PRODUCTS FURNISHED BY ANY SUPPLIER APPROVED OR DESIGNATED BY US. OUR APPROVAL OR CONSENT TO ANY SERVICES, GOODS, SUPPLIERS, OR ANY OTHER INDIVIDUAL, ENTITY OR ANY ITEM SHALL NOT CREATE ANY LIABILITY TO US.

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D. Computer System . You must purchase and use any computer system that we develop or select for the Restaurant, including all future updates, supplements and modifications (the “Computer System”). The Computer System may include all hardware and software used in the operation of the Restaurant, including electronic point-of-sale cash registers and back office programs used to record, analyze and report sales, labor, inventory and tax information. The computer software package developed for use in the Restaurant may include proprietary software. You may be required to license the proprietary software from us, an affiliate or a third party and you also may be required to pay a software licensing or user fee in connection with your use of the proprietary software. All right, title and interest in the software will remain with the licensor of the software. The computer hardware component of the Computer System must conform to specifications we develop. We reserve the right to designate a single source from whom you must purchase the Computer System. You acknowledge and agree that we will have full and complete access to information and data entered and produced by the Computer System. You must, at all times, have at the Authorized Location internet access with a form of high speed connection as we require and you must maintain: (i) an email account for our direct correspondence with the Control Person; and (ii) a separate email account for the Restaurant.

E. Serving and Promotional Items . All sales promotion material, customer goodwill items, cartons, containers, wrappers and paper goods, eating and serving utensils and other items, and customer convenience items used in the sales promotion, sale and distribution of products covered by this Agreement are subject to our approval and must, where practicable, contain one or more of the Trademarks. We may require you to carry and offer for sale in the Restaurant a representative supply of approved trademarked clothing and other novelty items, including special promotional items that we develop and market from time to time.

F. Health and Sanitation . Your Restaurant must be operated and maintained at all times in compliance with any and all applicable health and sanitary standards prescribed by governmental authority. You also must comply with any standards that we prescribe. In addition to complying with such standards, if the Restaurant is subject to any sanitary or health inspection by any governmental authorities under which it may be rated in one or more than one classification, it must be maintained and operated so as to be rated in the highest available health and sanitary classification with respect to each governmental agency inspecting the same. In the event you fail to be rated in the highest classification or receive any notice that you are not in compliance with all applicable health and sanitary standards, you must immediately notify us of such failure or noncompliance.

G. Evaluations . We or our authorized representative have the right to enter your Restaurant at all reasonable times during the business day for the purpose of making periodic evaluations and to ascertain if the provisions of this Agreement are being observed by you, to inspect and evaluate your building, land and equipment, and to test, sample, inspect and evaluate your supplies, ingredients and products, as well as the storage, preparation and formulation and the conditions of sanitation and cleanliness in the storage, production, handling and serving. If we determine that any condition in the Restaurant presents a threat to customers or public health or safety, we may take whatever measures we deem necessary, including requiring you to immediately close the Restaurant until the situation is remedied to our satisfaction. Our inspections and evaluations may include a “mystery shopper” program from time to time throughout the term of this Agreement. We hire various vendors who send the “mystery shoppers” into the BUFFALO WILD WINGS ® restaurants. If you fail an evaluation by us or by a mystery shopper or if we receive a specific customer complaint, you must pay for the mystery shopper(s) we send to your Restaurant (until the issue is resolved to our satisfaction). The current fee charged by the vendors is approximately $100 fee per visit, which you must pay directly to the vendor. The fee per visit includes the reimbursement of the tab paid by the mystery shopper for the items consumed at your Restaurant and, therefore, the actual fee for each visit will vary.

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H. Period of Operation . Subject to any contrary requirements of local law, your Restaurant must be opened to the public and operated with the full Authorized Menu at least 12 hours each day of the year, although you have the option to close your Restaurant, with prior notification to us, 5 days per year, although never 2 consecutive days (with the exception of Christmas Eve and Christmas Day). Any variance from this provision must be authorized by us in writing. You acknowledge and agree that if your Restaurant is closed for a period of 2 consecutive days or 5 or more days in any 12-month period without our prior written consent, such closure constitutes your voluntary abandonment of the franchise and business and we have the right, in addition to other remedies provided for herein, to terminate this Agreement. Acts of force majeure, as defined in subparagraph 16.M, preventing you temporarily from complying with the foregoing, will suspend compliance for the duration of such interference.

I. Operating Procedures . You must adopt and use as your continuing operational routine the required standards, service style, procedures, techniques and management systems described in our manuals or other written materials relating to product preparation, menu, storage, uniforms, financial management, equipment, facility and sanitation. We will revise the manuals and these standards, procedures, techniques and management systems periodically to meet changing conditions of retail operation in the best interest of restaurants operating under the Trademarks. Any required standards exist to protect our interests in the System and the Trademarks and not for the purpose of establishing any control or duty to take control over those matters that are reserved to you. You must use your best efforts to promote and increase the sales and service of Menu Items and to effect the widest and best possible distribution throughout the Designated Area.

You acknowledge having received one copy of the manuals on loan from us for the term of this Agreement. You acknowledge and agree that the manuals and other system communications may only be available on the internet or other online or computer communications. The manuals at all times are our sole property. You must at all times treat the manuals, and the information they contain, as secret and confidential, and must use all reasonable efforts to maintain such information as secret and confidential. We may from time to time revise the contents of the manuals and you expressly agree to comply with each new or changed requirement. You must at all times ensure that your copy of the manuals are kept current and up to date, and in the event of any dispute as to the contents of said manuals, the terms of the master copy of the manuals that we maintain are controlling.

J. Confidential Information . You, the Principal Owners, the Unit General Manager, your guarantors, officers, directors, members, managers, partners, employees or agents, or any other individual or entity related to, or controlled by, you may not, during the term of this Agreement or thereafter, disclose, copy, reproduce, sell or use any such information in any other business or in any manner not specifically authorized or approved in advance in writing by us any Confidential Information. For purposes of this Agreement, “Confidential Information” means the whole or any portion of know-how, knowledge, methods, specifications, processes, procedures and/or improvements regarding the business that is valuable and secret in the sense that it is not generally known to our competitors and any proprietary information contained in the manuals or otherwise communicated to you in writing, verbally or through the internet or other online or computer communications, and any other knowledge or know-how concerning the methods of operation of the Restaurant, as well as the content of this Agreement and any other document executed in connection with this Agreement. Any and all Confidential Information, including, without limitation, proprietary ingredients, sauces and mixes, secret formulas and recipes, methods, procedures, suggested pricing, specifications, processes, materials, techniques and other data, may not be used for any purpose other than operating the Restaurant. We may require that you obtain nondisclosure and confidentiality agreements in a form satisfactory to us from any persons owning a minority interest in the franchisee, the Principal Owners, the Unit General Manager and other key employees. You must provide executed copies of these agreements to us upon our request. Notwithstanding the foregoing, you are authorized to disclose the terms of this Agreement to any lender providing you financing for the Restaurant as well as to your landlord.

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K. Vending Services . If you install or maintain on the premises any newspaper racks, video games, jukeboxes, gum machines, games, rides, vending machines, or other similar devices that do not meet with our approval, you must remove them within three days from receiving written notice from us. Pool tables, cigarette vending machines, gambling and gaming machines or games of chance are not allowed unless you receive our prior written approval. Any income from vending services in the Restaurant or on its premises, regardless of which person or entity collects the money, and regardless of whether we authorized you to install them, must be included in Gross Sales for purposes of your Royalty Fee and Advertising Fee. Upon our written approval, the money derived from services provided by charitable organizations or services that are for customer convenience, such as pay phones or cash machines, will not be included in Gross Sales.

L. Catering and Delivery Services . If you want to offer catering or delivery service to customers, you must obtain our prior written approval, which we will not withhold unreasonably, although we reserve the right to require you to offer catering service to customers located within the Designated Area. Any catering or delivery services must meet our written standards. You also must charge the same price for products offered by the Restaurant whether delivered or catered by or sold in the Restaurant. Any income from catering or delivery services must be included in Gross Sales for purposes of your Royalty Fee and Advertising Fee.

M. Compliance with Law; Licenses and Permits . You must at all times maintain your premises and conduct your Restaurant operations in compliance with all applicable laws, regulations, codes and ordinances. You must secure and maintain in force all required licenses, including a liquor license that permits alcohol sales 7 days a week (full liquor Monday through Saturday and either full liquor or at least beer only on Sundays), permits and certificates relating to your Restaurant. If your Restaurant is open and operating and a change occurs in applicable state or local law that does not permit liquor sales on Sundays, it will not be deemed a breach of this Agreement. In the event your liquor license is suspended or revoked, in addition to our right to terminate this Agreement pursuant to subparagraph 13.B, we reserve the right to charge you the Royalty Fee on the Gross Sales you would have received on the lost liquor sales during the license suspension. We will estimate the Gross Sales based on the prior year’s Gross Sales for the suspension period.

You acknowledge that you are an independent business and responsible for control and management of your Restaurant, including, but not limited to, the hiring and discharging of your employees and setting and paying wages and benefits of your employees. You acknowledge that we have no power, responsibility or liability in respect to the hiring, discharging, setting and paying of wages or related matters.

You must immediately notify us in writing of any claim, litigation or proceeding that arises from or affects the operation or financial condition of your BUFFALO WILD WINGS ® business or Restaurant, including any notices of health code violations or liquor license violations.

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N. Participation in Internet Web Sites or Other Online Communications . You must, at your expense, participate in our BUFFALO WILD WINGS ® web site on the internet, our intranet system or other online communications as we may require. For instance, you must submit to us daily reports via our intranet system, as further described in subparagraph 9.H. We have the right to determine the content and use of our web site and intranet system and will establish the rules under which franchisees may or must participate. You may not separately register any domain name containing any of the Trademarks nor participate in any web site that markets goods and services similar to a BUFFALO WILD WINGS ® restaurant. You may not use or reference the Marks in any online communication or web site (including, without limitation, all current and future social media platforms) absent our prior approval. We retain all rights relating to our web site and intranet system and may alter or terminate our web site or intranet system. Your general conduct on our web site and intranet system or other online communications and specifically your use of the Trademarks or any advertising is subject to the provisions of this Agreement. You acknowledge that certain information related to your participation in our web site or intranet system may be considered Confidential Information, including access codes and identification codes. Your right to participate in our web site and intranet system, or otherwise use the Trademarks or System on the internet or other online communications, will terminate when this Agreement expires or terminates.

O. System Modifications . You acknowledge and agree that we have the right to modify, add to or rescind any requirement, standard or specification that we prescribe under this Agreement to adapt the System to changing conditions, competitive circumstances, business strategies, business practices and technological innovations and other changes as we deem appropriate. You must comply with these modifications, additions or rescissions at your expense, subject to the requirements of subparagraph 5.E and any other express limitations set forth in this Agreement.

P. Suggested Pricing Policies . We may, from time to time, make suggestions to you with regard to your pricing policies. Notwithstanding any suggestions, you have the sole and exclusive right as to the minimum prices you charge for the services offered at the Restaurant. We retain the right to establish maximum prices to be charged by you for sales promotions, subject to subparagraph 8.F, or otherwise. Any list or schedule of prices we furnish to you may, unless otherwise specifically stated as to the maximum price, be treated as a recommendation only and failure to accept or implement any such suggestion will not in any way affect the relationship between you and us.

PERSONNEL AND SUPERVISION STANDARDS

7. The following provisions and conditions control with respect to personnel, training and supervision:

A. Supervision . You must have a Control Person and a Unit General Manager that meet our standards and qualifications at all times during the term of this Agreement. Your Control Person and Unit General Manager must attend and successfully complete all required training, as set forth in subparagraphs 7.B – E. Should any actions (or inactions) of your Control Person or Unit General Manager cause the individual to fail to meet our standards and qualifications or should the action (or inaction) bring or tend to bring any of the Trademarks into disrepute or impair or tend to impair your or your Restaurant’s reputation or the goodwill of the Trademarks, your Restaurant or the BUFFALO WILD WINGS ® system, we have the right to require that you replace the Control Person or Unit General Manager with an individual who meets our standards and qualifications within 30 days. Any new Control Person or Unit General Manager must attend and successfully complete our training requirements immediately after being appointed by you. The Control Person and Unit General Manager must ensure that the Restaurant is operated in accordance with the terms and conditions of this Agreement, although this in no way relieves you of your responsibilities to do so. Your Control Person also must be readily and continuously available to us. In addition to the Control Person and your Unit General Manager, you must have at least two assistant managers at all times during the term of this Agreement.

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B. Training . You must, at your expense, comply with all of the training requirements we prescribe for the Restaurant to be developed under this Agreement. The Control Person, the Unit General Manager and at least two of your assistant managers must attend training and complete training to our satisfaction (such that at all times you have 3 trained managers for your Restaurant). All replacement managers must complete training to our satisfaction, and must begin training within 6 weeks of the time of hire. The training requirements may vary depending on our assessment of the experience of the Control Person, the Unit General Manager and the assistant managers or other factors specific to the Restaurant. In the event you are given notice of default as set forth in subparagraphs 13.A and B and the default relates, in whole or in part, to your failure to meet any operational standards, we have the right to require as a condition of curing the default that you, the Control Person, the Unit General Manager and the assistant managers, at your expense, comply with the additional training requirements we prescribe. Any new Control Person or Unit General Manager must comply with our training requirements. Under no circumstances may you permit management of the Restaurant’s operations by a person who has not successfully completed to our reasonable satisfaction all applicable training we require.

C. Ongoing Training . We may require the Control Person, the Unit General Manager, the assistant managers and other key employees of the Restaurant to attend, at your expense, ongoing training at our training facility, the Authorized Location or other location we designate. In addition, we may develop and require you to purchase an in-restaurant training program.

D. Staffing . You will employ a sufficient number of competent and trained employees to ensure efficient service to your customers. You must require all your employees to work in clean uniforms approved by us, but furnished at your cost or the employees’ cost as you may determine. No employee of yours will be deemed to be an employee of ours for any purpose whatsoever.

E. Attendance at Meetings . You and the Control Person must attend, at your expense, all annual franchise conventions we may hold or sponsor and all meetings relating to new products or product preparation procedures, new operational procedures or programs, training, restaurant management, sales or sales promotion, or similar topics. If you or the Control Person are not able to attend a meeting or convention, you must notify us prior to the meeting and must have a substitute person acceptable to us attend the meeting. In addition, your Unit General Manager(s) must attend the annual training meeting for Unit General Managers that we may hold or sponsor, at your own expense. We reserve the right to require that you and/or your Control Person attend any additional meetings that we deem appropriate under special circumstances, provided however, that we will not require more than one additional meeting every year and we will give you written notice of any such meeting at least 10 days prior to the meeting.

ADVERTISING

8. You agree to actively promote your Restaurant, to abide by all of our advertising requirements and to comply with the following provisions:

A. Advertising Fund . You must pay to us an Advertising Fee as set forth in subparagraph 9.C. All Advertising Fees will be placed in an Advertising Fund that we own and manage. On behalf of our company and affiliate owned restaurants (except for “Special Sites”), we will pay the same Advertising Fee as similarly situated franchised restaurants (based on age and type of location) in the same local marketing area. The Advertising Fund is not a trust or escrow account, and we have no fiduciary obligation to franchisees with respect to the Advertising Fund; provided, however, we will make a good faith effort to expend such fees in a manner that we determine is in the general best interests of the System. We have the right to determine the expenditures of the amounts collected and the methods of marketing, advertising, media employed and contents, terms and conditions of marketing campaigns and promotional programs. Because of the methods used, we are not required to spend a prorated amount on each restaurant or in each advertising market. We have the right to make disbursements from the Advertising Fund for expenses incurred in connection with the cost of formulating, developing and implementing marketing, advertising and promotional campaigns. The disbursements may include payments to us for the expense of administering the Advertising Fund, including accounting expenses and salaries and benefits paid to our employees engaged in the advertising functions. If requested, we will provide you an annual unaudited statement of the financial condition of the Advertising Fund.

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B. Required Local Expenditures . You must use your best efforts to promote and advertise the Restaurant and participate in any local marketing and promotional programs we establish from time to time. In addition to the Advertising Fee, you are required to spend 1 / 2 % of your Gross Sales on approved local marketing and promotion. Upon our request, you must provide us with itemization and proof of marketing and an accounting of the monies that you have spent for approved local marketing. If you fail to make the required expenditure, we have the right to collect and contribute the deficiency to the Advertising Fund.

C. Approved Materials . You must use only such advertising materials (including any print, radio, television, electronic, or other media forms that may become available in the future) as we furnish, approve or make available, and the materials must be used only in a manner that we prescribe. Furthermore, any promotional activities you conduct in the Restaurant or on its premises are subject to our approval. We will not unreasonably withhold approval of any sales promotion materials or media and activities; provided that they are current, in good condition, in good taste and accurately depict the Trademarks. Any point-of-sale posters or other promotional materials used by you must be current and in good condition. We may make available at a reasonable cost to you annually or at other reasonable intervals, a sales promotion kit containing new (or replacement) point-of-sale and other promotional materials.

D. Advertising Cooperatives . We have the right to designate local advertising markets and if designated, you must participate in and contribute to the cooperative advertising and marketing programs in your designated local advertising market. If established, you must contribute a minimum of 1 / 2 % of Gross Sales to the local cooperative, which satisfies the local marketing requirement described in subparagraph 8.B. If, however, the cooperative votes to spend a percentage greater than 1 / 2 % per location, you must contribute such amount. Each BUFFALO WILD WINGS ® restaurant, including those operated by us, our parent company or our affiliates (except Special Sites) within a designated local advertising area is a member of the local advertising cooperative and each restaurant has one vote on all matters requiring a vote. Each advertising cooperative will be required to adopt governing bylaws that meet our approval. We will provide each advertising cooperative with a sample form of bylaws, containing certain terms and conditions that we require, although the bylaws can not modify the voting structure set forth in this paragraph. You will be required to contribute to the cooperative the percentage as designated by a majority vote of the cooperative members. We reserve the right to administer the advertising cooperatives’ funds and require payment from its members via electronic funds transfer. The contribution amount designated by the cooperative must be on a percentage of Gross Sales basis and per Restaurant, and must be at least 1 / 2 %. The members of each cooperative and their elected officers will be responsible for the administration of the advertising cooperative. Each advertising cooperative must engage the services of a professional advertising agency or media buyer that meets with our approval and has expertise in the industry and in the particular market. Further, you must obtain our written approval of all promotional and advertising materials, creative execution and media schedules prior to their implementation. Each advertising cooperative will be required to prepare annual financial statements, which must be made available to all members of the cooperative and to us upon request. Also, each advertising cooperative must submit to us its meeting minutes upon our request. We have the right to require advertising cooperatives to be formed, changed, dissolved or merged.

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E. Telephone Directory Listing . You must place a separate listing, or participate in a joint listing, in the primary yellow page directory serving the geographic area in which your Restaurant is located. The listing must contain such copy and proper use of the Trademarks as we specify. The cost of the listing must be paid by you or, in the case of a joint listing, by you and other participating BUFFALO WILD WINGS ® restaurants. Your cost to advertise in the yellow pages as we direct will be included as part of your local advertising requirements under subparagraph 8.B. We will not specify an unreasonably expensive listing; we may, however, require you to advertise in more than one local telephone directory.

F. Participation in Certain Programs and Promotions . You must participate in all required advertising and promotional programs we establish. If the promotional program involves alcohol, or any Menu Item that is listed on the then-current BUFFALO WILD WINGS ® printed menu (including any limited time offers), we may suggest, but will not require, that you offer the item at a price lower than the every day menu price. You must use and honor only system-wide gift cards, certificates and checks that we designate and you must obtain all certificates, cards or checks from an approved supplier. We have developed a gift card program and require that you sign the Affiliated Seller Agreement attached as Appendix E. At the time of termination or expiration, or the transfer of your rights under this Agreement, you must pay all amounts owed by you under the Affiliated Seller Agreement.

G. New Restaurant Opening Promotion . You must conduct certain advertising and public relations activities in connection with the opening of your Restaurant. We require you to spend, in addition to the required local advertising contribution described above, $12,500 for such opening activities, which must be spent some time within 45 days prior and 45 days following the opening of your Restaurant, unless otherwise approved by us. In addition, you must perform opening advertising and promotions as required by this paragraph every time that you (i) relocate the Restaurant or (ii) reopen the Restaurant after having it closed for 30 days or more. Upon our request, you must provide to us proof of these expenditures. We have the right, but not the obligation, to collect and administer these funds on your behalf.

FEES, REPORTING AND AUDIT RIGHTS

9. You must pay the fees described below and comply with the following provisions:

A. Initial Franchise Fee . You must pay to us a nonrefundable Initial Franchise Fee of $10,000. The Initial Franchise Fee, payable in full on the date you sign this Agreement, is earned upon receipt and is in consideration for our expenses incurred and services rendered in granting you the franchise rights.

B. Royalty Fee . In addition to the Initial Franchise Fee, during the full term of this Agreement and in consideration of the rights granted to you, you must pay to us a weekly Royalty Fee. The Royalty Fee for the first half of the initial term of this Agreement shall be an amount equal to 5% of Gross Sales. The Royalty Fee for the second half of the initial term of this Agreement shall be an amount equal to the greater of (i) 5% of Gross Sales or (ii) the Royalty Fee being charged by us under our form of franchise agreement being used by us at any time during the second half of the initial term of the Agreement (or, if no form of franchise agreement is being used by us on such date, the Royalty Fee being charged by us under our latest form of franchise agreement), provided that the Royalty Fee may not be increased by more than 1 / 2 % at any time during the initial term of the Agreement. The amount of the Royalty Fee for any renewal term shall be that provided in the franchise agreement executed for such renewal term.

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C. Advertising Fee . You must pay to us a weekly Advertising Fee in an amount equal to 3% of Gross Sales. We reserve the right to increase this percentage upon 60 days written notice to you, provided, however, that we may not increase the Advertising Fee by more than 1 / 2 % per year and that the Advertising Fee will not exceed 4% for the initial term of this Agreement. These fees are not held by us in trust and become our property to be spent in accordance with Paragraph 8 of this Agreement.

D. Computations and Remittances . Except for the Initial Franchise Fee, you must compute all amounts due and owing at the end of each week’s operation and remittance for the amounts must be made to us on or before Friday of the following week, accompanied by any reports we may require under subparagraph 9.H of this Agreement. We reserve the right to change the reporting day of the week for any or all amounts. You must certify the computation of the amounts in the manner and form we specify, and you must supply to us any supporting or supplementary materials as we reasonably require to verify the accuracy of remittances. You waive any and all existing and future claims and offsets against any amounts due under this Agreement, which amounts you must pay when due. We have the right to apply or cause to be applied against amounts due to us or any of our affiliates any amounts that we or our affiliates may hold from time to time on your behalf or that we or our affiliates owe to you. Further, if you are delinquent in the payment of any amounts owed to us, we have the right to require you to prepay estimated Royalty Fees and Advertising Fees.

E. Electronic Transfer of Funds . You must sign an electronic transfer of funds authorization, attached as Appendix D, to authorize and direct your bank or financial institution to transfer electronically, on a weekly basis, directly to our account or our affiliates’ and to charge to your account all amounts due to us or our affiliates. You must maintain a balance in your account sufficient to allow us and our affiliates to collect the amounts owed when due. You are responsible for any penalties, fines or other similar expenses associated with the transfer of funds described in this subparagraph.

F. Interest Charges; Late Fees . Any and all amounts that you owe to us or to our affiliates will bear interest at the rate of 18% per annum or the maximum contract rate of interest permitted by governing law, whichever is less, from and after the date of accrual. In addition to interest charges on late Royalty Fee and Advertising Fee payments, you must pay to us a service charge of $150 for each delinquent report or payment that you owe to us under this Agreement. A payment is delinquent for any of the following reasons: (i) we do not receive the payment on or before the date due; or (ii) there are insufficient funds in your bank account to collect the total payment by a transfer of funds on or after the date due. The service charge is not interest or a penalty, it is only to compensate us for increased administrative and management costs due to late payment.

G. Financial Planning and Management . You must record daily all sales on a cash register tape or similar device. You must keep books and records and submit reports as we periodically require, including but not limited to a monthly profit plan, monthly balance sheet and monthly statement of profit and loss, records of prices and special sales, check registers, purchase records, invoices, sales summaries and inventories, sales tax records and returns, payroll records, cash disbursement journals and general ledger, all of which accurately reflect the operations and condition of your Restaurant operations. You must compile, keep and submit to us the books, records and reports on the forms and using the methods of bookkeeping and accounting as we periodically may prescribe. The records that you are required to keep for your Restaurant must include detailed daily sales, cost of sales, and other relevant records or information maintained in an electronic media format and methodology we approve. You must provide this information to us according to reporting formats, methodologies and time schedules that we establish from time to time. You also must preserve and retain the books, records and reports for not less than 36 months. You must allow us electronic and manual access to any and all records relating to your Restaurant.

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H. Reports and Audit . You must submit your Gross Sales daily via our intranet system. You must verify the accuracy of the Gross Sales figure by Tuesday at midnight of each week for the preceding week. You must submit to us all reports with respect to the preceding month by the dates and in the form and content as we periodically prescribe. The reports we may require include, but are not limited to, the following information for the preceding month: (i) amount of Gross Sales and gross receipts of the Restaurant, amount of sales tax and the computation of the Royalty Fee and the Advertising Fee; (ii) quantities of products purchased and the sources from which each were obtained; (iii) if we request, copies of your most recent sales tax return, monthly cash register sales summary or details and monthly balance sheet and statement of profit and loss, including a summary of your costs for utilities, labor, rent and other material cost items; and (iv) if requested by us to verify your Gross Sales, all such books and records as we may require under our audit policies published from time to time. You also must, at your expense, submit to us within 90 days after the end of each fiscal year a detailed balance sheet, profit and loss statement and statement of cash flows for such fiscal year, prepared on an accrual basis including all adjustments necessary for fair presentation of the financial statements, including a supplemental schedule of revenue and expenses prepared in the format we may periodically prescribe. We may require that the annual financial statements be reviewed or audited by a certified public accountant. You must certify all reports to be true and correct. You acknowledge and agree that we have the right to impose these requirements on you regardless of whether we impose the same requirement on our other franchisees.

We or our authorized representative have the right at all times during the business day to enter the premises where your books and records relative to the Restaurant are kept and to evaluate, copy and audit such books and records. We also have the right to request information from your suppliers and vendors. In the event that any evaluation or audit reveals any understatement of your Gross Sales, Royalty Fees or Advertising Fees in any month by an individual or combined total of 1.25% or more from data reported to us, then, in addition to any other rights we may have (including collection of amounts owed with respect to any understatement), you must reimburse us for all audit costs including, but not limited to, related professional fees, travel, and room and board expenses. Furthermore, we may conduct additional periodic audits and/or evaluations of your books and records, at your sole expense, as we reasonably deem necessary for up to 3 years thereafter. You acknowledge and agree that if you intentionally understate or underreport Gross Sales, Royalty Fees or Advertising Fees, or if a subsequent audit or evaluation conducted within the 3-year period reveals any understatement or a variance of these fees by an individual or combined total of 1.25% or more, in addition to any other remedies provided in this Agreement, at law or in equity, we have the right to terminate this Agreement in accordance with Subparagraph 13.B.2. To verify the information you supply, we have the right to reconstruct your sales through the inventory extension method or any other reasonable method of analyzing and reconstructing sales. You agree to accept any such reconstruction of sales unless you provide evidence in a form satisfactory to us of your sales within a period of 14 days from the date of notice of understatement or variance. You must fully cooperate with us or our representative in performing these activities and any expenses incurred by us from your lack of cooperation shall be reimbursed by you.

We will keep your financial books, records and reports confidential, unless the information is requested by tax authorities or used as part of a legal proceeding or in a manner as set forth in subparagraph 11.D.8 or where your information is grouped with similar information from other restaurants to produce shared results like high-low ranges or average gross sales or expenses on a system-wide or regional basis.

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YOUR OTHER OBLIGATIONS; NONCOMPETE COVENANTS

10. You agree to comply with the following terms and conditions:

A. Payment of Debts . You agree to pay promptly when due: (i) all payments, obligations, assessments and taxes due and payable to us and our affiliates, vendors, suppliers, lessors, federal, state or local governments, or creditors in connection with your business; (ii) all liens and encumbrances of every kind and character created or placed upon or against any of the property used in connection with the Restaurant or business; and (iii) all accounts and other indebtedness of every kind incurred by you in the conduct of the Restaurant or business. In the event you default in making any such payment, we are authorized, but not required, to pay the same on your behalf and you agree promptly to reimburse us on demand for any such payment.

B. Indemnification . You hereby waive all claims against us for damages to property or injuries to persons arising out of the operation of your Restaurant. You must fully protect, indemnify and hold us and our owners, directors, officers, insurers, successors and assigns and our affiliates harmless from and against any and all claims, demands, damages and liabilities of any nature whatsoever arising in any manner, directly or indirectly, out of or in connection with or incidental to the operation of your Restaurant (regardless of cause or any concurrent or contributing fault or negligence of us or our affiliates) or any breach by you or your failure to comply with the terms and conditions of this Agreement. We also reserve the right to select our own legal counsel to represent our interests, and you must reimburse us for all our costs and all attorneys’ fees immediately upon our request as they are incurred.

We hereby waive all claims against you for damages to property or injuries to persons arising out of the operation of our company or affiliate owned restaurants. We must fully protect, indemnify and defend you and your affiliates and hold you and them harmless from and against any and all claims, demands, damages and liabilities of any nature whatsoever arising in any manner, directly or indirectly, out of or in connection with or incidental to the operation of our company or affiliate owned restaurants (regardless of cause or any concurrent or contributing fault or negligence of you) or any breach by us or our failure to comply with the terms and conditions of this Agreement.

C. Insurance . You must purchase and maintain in full force and effect, at your expense and from a company we accept, insurance that insures both you and us, our affiliates and any other persons we designate by name. The insurance policy or policies shall be written in accordance with the standards and specifications (including minimum coverage amounts) set forth in writing by us from time to time, and, at a minimum, shall include the following (except as different coverages and policy limits may be specified for all franchisees from time to time in writing): (i) property insurance on the Restaurant, restaurant improvements and all fixtures, equipment, supplies and other property used in the operation of the Restaurant; (ii) business interruption insurance that covers your loss of income and our Royalty Fees; (iii) comprehensive general liability insurance (which may include umbrella liability); (iv) liquor liability insurance; (v) automobile liability insurance on all owned, hired, rented and non-owned vehicles; and (vi) workers’ compensation and employer’s liability insurance covering all of your employees. In addition, the required liability insurance must (i) name Buffalo Wild Wings, Inc., Buffalo Wild Wings International, Inc. and affiliates (collectively, “BWW Entities”) as additional insureds; (ii) provide severability of interests and/or separation of insureds coverage; and (iii) be primary and non-contributory with any insurance policy carried by the BWW Entities.

You must deliver to us at commencement and thereafter annually or at our request a proper certificate evidencing the existence of such insurance coverage and your compliance with the provisions of this subparagraph. The insurance certificate must show compliance with all required insurance specifications. We also may request copies of all policies. We may from time to time modify the required minimum limits and require additional insurance coverage, by providing written notice to you, as conditions require, to reflect changes in relevant circumstances, industry standards, experiences in the BUFFALO WILD WINGS system, standards of liability and higher damage awards. If you do not procure and maintain the insurance coverage required by this Agreement, we have the right, but not the obligation, to procure insurance coverage and to charge the costs to you, together with a reasonable fee for the expenses we incur in doing so. You must pay these amounts to us immediately upon written notice.

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D. Noncompete Covenants . You agree that you will receive valuable training and Confidential Information that you otherwise would not receive or have access to but for the rights licensed to you under this Agreement. You therefore agree to the following noncompetition covenants:

1. Unless otherwise specified, the term “you” as used in this subparagraph 10.D includes, collectively and individually, your Control Person, all Principal Owners, guarantors, officers, directors, members, managers, partners, as the case may be, and holders of any ownership interest in you. We may require you to obtain from your Control Person and other individuals identified in the preceding sentence a signed non-compete agreement in a form satisfactory to us that contains the non-compete provisions of this subparagraph 10.D.

2. You covenant that during the term of this Agreement you will not, either directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any person or entity, own, manage, operate, maintain, engage in, consult with or have any interest in any restaurant or food business other than one authorized by this Agreement or any other agreement between us and you, except any interest you may have, at the Effective Date of this Agreement, in a restaurant or food business other than a casual or fast casual restaurant. Under no circumstances may you be a member of a franchisee advisory council, committee, board or other similar group for a restaurant or food business, unless you receive our prior written approval.

3. You covenant that you will not, for a period of 2 years after the expiration or termination of this Agreement, regardless of the cause of termination, or within 2 years of the sale of the Restaurant or any interest in you, either directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any person or entity, own, manage, operate, maintain, engage in, consult with or have any interest in (i) a casual or fast casual restaurant that sells or offers to dispense prepared food products the same as or similar to the type sold in BUFFALO WILD WINGS ® restaurants; (ii) a video entertainment-oriented, casual or fast casual restaurant or bar business; or (iii) any business establishment that sells or offers to dispense prepared chicken wings or legs:

a. At the premises of the former Restaurant;

b. Within a 5-mile radius of the former Restaurant; or

c. Within a 5-mile radius of the location of any other business or restaurant using the BUFFALO WILD WINGS® System, whether franchised or owned by us or our affiliates.

For purposes of this subparagraph, a video entertainment-oriented, casual or fast casual restaurant or bar is one with more than two screens, or any screen larger than 21 inches, available for the viewing of different events.

4. You agree that the length of time in subpart (3) will be tolled for any period during which you are in breach of the covenants or any other period during which we seek to enforce this Agreement. The parties agree that each of the foregoing covenants will be construed as independent of any other covenant or provision of this Agreement.

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TRANSFER OF FRANCHISE

11. You agree that the following provisions govern any transfer or proposed transfer:

A. Transfers . We have entered into this Agreement with specific reliance upon your financial qualifications, experience, skills and managerial qualifications as being essential to the satisfactory operation of the Restaurant. Consequently, neither your interest in this Agreement or you nor in the Restaurant may be transferred or assigned to or assumed by any other person or entity (the “assignee”), in whole or in part, unless you have first tendered to us the right of first refusal to acquire this Agreement in accordance with subparagraph 11.F, and, if we do not exercise such right, unless our prior written consent is obtained, the transfer fee provided for in subparagraph 11.C is paid, and the transfer conditions described in subparagraph 11.D are satisfied. Any sale (including installment sale), lease, pledge, management agreement, contract for deed, option agreement, assignment, bequest, gift or otherwise, or any arrangement pursuant to which you turn over all or part of the daily operation of the business to a person or entity who shares in the losses or profits of the business in a manner other than as an employee will be considered a transfer for purposes of this Agreement. Specifically, but without limiting the generality of the foregoing, the following events constitute a transfer and you must comply with the right of first refusal, consent, transfer fee, and other transfer conditions in this Paragraph 11:

1. Any change or any series of changes in the percentage of the franchisee entity owned, directly or indirectly, by any Principal Owner which results in any addition or deletion of any person or entity who qualifies as a Principal Owner;

2. Any change in the general partner of a franchisee that is a general, limited or other partnership entity; or

3. For purposes of this subparagraph 11.A, a pledge or seizure of any ownership interests in you or in any Principal Owner that affects the ownership of 25% or more of you or any Principal Owner, which we have not approved in advance in writing.

In the event of your insolvency or the filing of any petition by or against you under any provisions of any bankruptcy or insolvency law, if your legal representative, successor, receiver or trustee desires to succeed to your interest in this Agreement or the business conducted hereunder, such person first must notify us, tender the right of first refusal provided for in subparagraph 11.F, and if we do not exercise such right, must apply for and obtain our consent to the transfer, pay the transfer fee provided for in subparagraph 11.C, and satisfy the transfer conditions described in subparagraph 11.D. In addition, you or the assignee must pay the attorneys’ fees and costs that we incur in any bankruptcy or insolvency proceeding pertaining to you.

You may not place in, on or upon the location of the Restaurant, or in any communication media or any form of advertising, any information relating to the sale of the Restaurant or the rights under this Agreement, without our prior written consent.

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B. Consent to Transfer . We will not unreasonably withhold our consent to transfer, provided that all of the conditions described in this Paragraph 11 have been satisfied. Application for our consent to a transfer and tender of the right of first refusal provided for in subparagraph 11.F must be made by submission of our form of application for consent to transfer. You also agree to submit other information and documents (including a copy of the proposed purchase or other transfer agreement) we require under our then-current transfer procedures. The application must indicate whether you or a Principal Owner proposes to retain a security interest in the property to be transferred. No security interest may be retained or created, however, without our prior written consent and except upon conditions acceptable to us. Any agreement used in connection with a transfer shall be subject to our prior written approval, which approval will not be withheld unreasonably. You immediately must notify us of any proposed transfer and must submit promptly to us the application for consent to transfer. Any attempted transfer by you without our prior written consent or otherwise not in compliance with the terms of this Agreement will be void, your interest in this Agreement will be voluntarily abandoned, and it will provide us with the right to elect either to deem you in default and terminate this Agreement or to collect from you and the guarantors a transfer fee equal to two times the transfer fee provided for in subparagraph 11.C.

C. Transfer Fee . The transfer fee is $12,500. You must submit to us a $5,000 deposit at the time you submit an application for consent to transfer. We have the right to increase the deposit above $5,000 and up to $12,500 if we believe our costs and expenses will exceed $5,000. We will refund the $5,000 (or any increased deposit amount) less our costs and expenses (including our time) if the transfer is not completed. If the transfer proceeds, the $7,500 balance (or any adjusted balance amount) on the transfer fee is due to us prior to the closing of the transfer and the entire $12,500 transfer fee becomes nonrefundable at that time. Payment of the transfer fee is a condition of transfer under subparagraph 11.D. If the transfer is part of a simultaneous, multiple restaurant transfer, the transfer fee will be modified as follows: the transfer fee for the first restaurant is $12,500, the transfer fee for the second through tenth restaurants is $2,500 per restaurant, with no additional transfer fee beyond the tenth restaurant. If, however, our costs and expenses in reviewing and processing the transfer, including attorneys’ fees, exceed the applicable transfer fee, then in addition to the transfer fee you agree to cover those additional costs and expenses (including our time).

D. Conditions of Transfer . We condition our consent to any proposed transfer, whether to an individual, a corporation, a partnership or any other entity upon the following:

1. Assignee Requirements . The assignee must meet all of our then-current requirements for any potential new franchisee at the time of the proposed transfer.

2. Payment of Amounts Owed . All amounts owed by you to us or any of our affiliates, your suppliers or any landlord for the Restaurant premises and Authorized Location, or upon which we or any of our affiliates have any contingent liability must be paid in full.

3. Reports . You must have provided all required reports to us in accordance with subparagraphs 9.G and H.

4. Modernization . You must have complied with the provisions of subparagraph 5.E.

5. Guarantee . In the case of an installment sale for which we have consented to you or any Principal Owner retaining a security interest or other financial interest in this Agreement or the business operated thereunder, you or such Principal Owner, and the guarantors, are obligated to guarantee the performance under this Agreement until the final close of the installment sale or the termination of such interest, as the case may be.

6. General Release . You, each Principal Owner and each guarantor must sign a general release of all claims arising out of or relating to this Agreement, your Restaurant or the parties’ business relationship, in the form we designate, releasing us and our affiliates.

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7. Execution of Then-Current Franchise Agreement . The assignee executes our then-current form of franchise agreement (modified to reflect that the term is only the remainder of the term under this Agreement and other modifications to reflect that the agreement relates to a transfer), the terms of which may differ from this Agreement, including higher fees and modifications to the Designated Area (although in no event will the revised Designated Area have a residential population of the lesser of approximately 30,000 to 40,000 or the residential population that existed as of the Effective Date).

8. Training . The assignee must, at your or assignee’s expense, comply with the training requirements of subparagraph 7.B.

9. Financial Reports and Data . We have the right to require you to prepare and furnish to assignee and/or us such financial reports and other data relating to the Restaurant and its operations reasonably necessary or appropriate for assignee and/or us to evaluate the Restaurant and the proposed transfer. You agree that we have the right to confer with proposed assignees and furnish them with information concerning the Restaurant and proposed transfer without being held liable to you, except for intentional misstatements made to an assignee. Any information furnished by us to proposed assignees is for the sole purpose of permitting the assignees to evaluate the Restaurant and proposed transfer and must not be construed in any manner or form whatsoever as earnings claims or claims of success or failure.

10. Other Franchise Agreements . You must be in full compliance with all your obligations under any and all Franchise Agreements and Area Development Agreements executed between you and us.

11. Other Conditions . You must have complied with any other conditions that we reasonably require from time to time as part of our transfer policies, provided that such conditions will not be more stringent than any conditions otherwise imposed on new franchisees signing the then-current franchise agreement.

E. Death, Disability or Incapacity . If any individual who is a Principal Owner dies or becomes disabled or incapacitated and the decedent’s or disabled or incapacitated person’s heir or successor-in-interest wishes to continue as a Principal Owner, such person or entity must apply for our consent under subparagraph 11.B, comply with the training requirements of subparagraph 7.B if the Principal Owner also was the Control Person (unless the heir or successor-in-interest finds another Principal Owner to qualify as the Control Person), pay the applicable transfer fee under subparagraph 11.C, and satisfy the transfer conditions under subparagraph 11.D, as in any other case of a proposed transfer, all within 180 days of the death or event of disability or incapacity. During any transition period to an heir or successor-in-interest, the Restaurant still must be operated in accordance with the terms and conditions of this Agreement. If the assignee of the decedent or disabled or incapacitated person is the spouse or child of such person, no transfer fee will be payable to us and we will not have a right of first refusal as set forth in subparagraph 11.F.

F. Right of First Refusal . If you propose to transfer or assign this Agreement or your interest herein or in you or the business, in whole or in part, to any third party, including, without limitation, any transfer contemplated by subparagraph 11.E or any transfer described in subparagraph 11.A, you first must offer to sell to us your interest under the same terms. In the event of a bona fide offer from such third party, you must obtain from the third-party offeror and deliver to us a statement in writing, signed by the offeror and by you, of the terms of the offer. In the event the proposed transfer results from a transfer under subparagraphs 11.A.1 through 11.A.3, or your insolvency or the filing of any petition by or against you under any provisions of any bankruptcy or insolvency law, you first must offer to sell to us your interest in this

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Agreement and the land, building, equipment, furniture and fixtures, and any leasehold interest used in the operation of your Restaurant. Unless otherwise agreed to in writing by us and you, the purchase price for our purchase of assets in the event of a transfer that occurs by a transfer under subparagraphs 11.A.1 through 11.A.3, insolvency or bankruptcy filing will be established by a qualified appraiser selected by the parties and in accordance with the price determination formula established in subparagraph 14.B (the formula that includes the value of any goodwill of the business) in connection with an asset purchase upon expiration. In addition, unless otherwise agreed to in writing by us and you, the transaction documents, which we will prepare, will be those customary for this type of transaction and will include representations and warranties then customary for this type of transaction. If the parties cannot agree upon the selection of such an appraiser, a Judge of the United States District Court for the District in which the Authorized Location is located will appoint one upon petition of either party.

You or your legal representative must deliver to us a statement in writing incorporating the appraiser’s report and all other information we have requested.

We then have 45 days from our receipt of the statement setting forth the third-party offer or the appraiser’s report and other requested information to accept the offer by delivering written notice of acceptance to you. Our acceptance of any right of first refusal will be on the same price and terms set forth in the statement delivered to us; provided, however, we have the right to substitute equivalent cash for any noncash consideration included in the offer. If we fail to accept the offer within the 45-day period, you will be free for 60 days after such period to effect the disposition described in the statement delivered to us provided such transfer is in accordance with this Paragraph 11. You may effect no other sale or assignment of you, this Agreement or the business without first offering the same to us in accordance with this subparagraph 11.F.

G. Transfer to Immediate Family Members and among Principal Owners . If the transfer is between an original Principal Owner or an individual who has been a Principal Owner for at least five years and an immediate family member of that owner, or if the transfer is among individuals who have each been Principal Owners for at least five years, then the following apply: (i) no transfer fee will be payable to us, although you must reimburse us for our reasonable costs and expenses in an amount not to exceed $12,500; (ii) we will waive our right of first refusal described in subparagraph 11.F; and (iii) we will not require the execution of the then-current franchise agreement, as required by subparagraph 11.D.7. All other provisions of this Paragraph 11 apply in full force and effect to the type of transfer described in this subparagraph.

H. Transfer by Us . We have the right to sell or assign, in whole or in part, our interest in this Agreement.

DISPUTE RESOLUTION

12. The following provisions apply with respect to dispute resolution:

A. Arbitration; Mediation . Except as qualified below, any dispute between you and us or any of our or your affiliates arising under, out of, in connection with or in relation to this Agreement, any lease or sublease for the Restaurant or Authorized Location, the parties’ relationship, or the business must be submitted to binding arbitration under the authority of the Federal Arbitration Act and must be arbitrated in accordance with the then-current rules and procedures and under the auspices of the American Arbitration Association. The arbitration must take place in Minneapolis, Minnesota, or at such other place as may be mutually agreeable to the parties. Any arbitration must be resolved on an individual basis and not joined as part of a class action or the claims of other parties. The arbitrators must follow the law and not disregard the terms of this Agreement. The decision of the arbitrators will be final and binding on all parties to the dispute; however, the arbitrators may not under any circumstances: (i) stay the effectiveness of any pending termination of this Agreement; (ii) assess punitive or exemplary damages; or (iii) make any award which extends, modifies or suspends any lawful term of this Agreement or any reasonable standard of business performance that we set. A judgment may be entered upon the arbitration award by any state or federal court in Minnesota or the state of the Authorized Location.

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Before the filing of any arbitration, the parties agree to mediate any dispute that does not include injunctive relief or specific performance actions covered under subparagraph 12.B, provided that the party seeking mediation must notify the other party of its intent to mediate prior to the termination of this Agreement. Mediation will be conducted by a mediator or mediation program agreed to by the parties. Persons authorized to settle the dispute must attend any mediation session. The parties agree to participate in the mediation proceedings in good faith with the intention of resolving the dispute if at all possible within 30 days of the notice from the party seeking to initiate the mediation procedures. If not resolved within 30 days, or if one party refuses to participate in mediation as outlined herein, the parties are free to pursue arbitration. Mediation is a compromise negotiation for purposes of the federal and state rules of evidence, and the entire process is confidential.

B. Injunctive Relief . Notwithstanding subparagraph 12.A above, you recognize that the Restaurant is one of a large number of restaurants and stores identified by the Trademarks and similarly situated and selling to the public similar products, and the failure on the part of a single franchisee to comply with the terms of its agreement could cause irreparable damage to us and/or to some or all of our other franchisees. Therefore, it is mutually agreed that in the event of a breach or threatened breach of any of the terms of this Agreement by you, we will forthwith be entitled to an injunction restraining such breach or to a decree of specific performance, without showing or proving any actual damage, together with recovery of reasonable attorneys’ fees and other costs incurred in obtaining said equitable relief, until such time as a final and binding determination is made by the arbitrators. Similarly, it is mutually agreed that in the event of our breach or threatened breach of any of the terms of this Agreement, you will forthwith be entitled to an injunction restraining such breach or to a decree of specific performance, without showing or proving any actual damage, together with recovery of reasonable attorneys’ fees and other costs incurred in obtaining said equitable relief, until such time as a final and binding determination is made by the arbitrators. The foregoing equitable remedies are in addition to, and not in lieu of, all other remedies or rights that the parties might otherwise have by virtue of any breach of this Agreement by the other party. Finally, we and our affiliates have the right to commence a civil action against you or take other appropriate action for the following reasons: to collect sums of money due to us; to compel your compliance with trademark standards and requirements to protect the goodwill of the Trademarks; to compel you to compile and submit required reports to us; or to permit evaluations or audits authorized by this Agreement.

C. Attorneys’ Fees . The prevailing party in any action or proceeding arising under, out of, in connection with, or in relation to this Agreement, any lease or sublease for the Restaurant or Authorized Location, or the business will be entitled to recover its reasonable attorneys’ fees and costs.

DEFAULT AND TERMINATION

13. The following provisions apply with respect to default and termination:

A. Defaults . You are in default if we determine that you or any Principal Owner or guarantor has breached any of the terms of this Agreement or any other agreement between you and us or our affiliates, which without limiting the generality of the foregoing includes making any false report to us, intentionally understating or underreporting or failure to pay when due any amounts required to be paid to us or any of our affiliates, actions by you, a Principal Owner, or a guarantor that infringe upon, harm or contest our parent company’s rights in any of the Trademarks or the goodwill associated with the Trademarks or impair or tend to impair your reputation, any felony, filing of tax or other liens that may affect this Agreement, voluntary or involuntary bankruptcy by or against you or any Principal Owner or guarantor, insolvency, making an assignment for the benefit of creditors or any similar voluntary or involuntary arrangement for the disposition of assets for the benefit of creditors.

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B. Termination by Us . We have the right to terminate this Agreement in accordance with the following provisions:

1. Termination After Opportunity to Cure . Except as otherwise expressly provided in this subparagraph 13.B or elsewhere in the Agreement: (i) you will have 30 days from the date of our issuance of a written notice of default to cure any default under this Agreement, other than a failure to pay amounts due or submit required reports, in which case you will have 10 days to cure those defaults; (ii) your failure to cure a default within the 30-day or 10-day period will provide us with good cause to terminate this Agreement; (iii) the termination will be accomplished by mailing or delivering to you written notice of termination that will identify the grounds for the termination; and (iv) the termination will be effective immediately upon our issuance of the written notice of termination.

2. Immediate Termination With No Opportunity to Cure . In the event any of the following defaults occurs, you will have no right or opportunity to cure the default and this Agreement will terminate effective immediately on our issuance of written notice of termination: any material misrepresentation or omission in your franchise application, your voluntary abandonment of this Agreement or the Authorized Location, the loss or revocation of your liquor license or suspensions totaling 90 days over any 5 year period, the loss of your lease, the failure to timely cure a default under the lease, the loss of your right of possession or failure to reopen or relocate under subparagraph 5.D, the closing of the Restaurant by any state or local authorities for health or public safety reasons, any unauthorized use of the Confidential Information, insolvency of you, a Principal Owner, the Control Person or guarantor, you, a Principal Owner, the Control Person or guarantor making an assignment or entering into any similar arrangement for the benefit of creditors, any default under this Agreement that materially impairs the goodwill associated with any of the Trademarks, conviction of you, any Principal Owners, the Control Person, or guarantors of (or pleading no contest to) any felony regardless of the nature of the charges, or any actions that infringe upon, harm or contest or parent company’s rights in any of the Trademarks or the goodwill associated with the Trademarks or impair or tend to impair your reputation, intentionally understating or underreporting Gross Sales, Royalty Fees or Advertising Fees or any understatement or 1.25% variance on a subsequent audit within a 3 year period under subparagraph 9.H, failure to open the Restaurant by the Required Open Date, failure to execute the lease (including the Lease Addendum) or the Purchase Agreement for the Restaurant by the date stated subparagraph 5.A, failure to start substantial construction of the Restaurant by the date established in subparagraph 5.B, failure to secure financing for the construction of the Restaurant by the date set forth in subparagraph 5.B, violation by you of the provisions of subparagraph 15.P, any unauthorized transfer or assignment in violation of Paragraph 11 or any default by you that is the second same or similar default within any 12-month consecutive period or the fourth default of any type within any 24-month consecutive period.

3. Immediate Termination After No More than 24 Hours to Cure . In the event that a default under this Agreement occurs that violates any health safety or sanitation law or regulation, violates any system standard as to food handling, cleanliness, health and sanitation, or if the operation of the Restaurant presents a health or safety hazard to your customers or to the public (for example, improper cooking or storage procedures used for chicken wings): (i) you will have no more than 24 hours after we provide written notice of the default to cure the default; and (ii) if you fail to cure the default within the 24 hour period, this Agreement will terminate effective immediately on our issuance of written notice of termination.

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4. Effect of Other Laws . The provisions of any valid, applicable law or regulation prescribing permissible grounds, cure rights or minimum periods of notice for termination of this franchise supersede any provision of this Agreement that is less favorable to you.

C. Termination by You . You may terminate this Agreement as a result of a breach by us of a material provision of this Agreement provided that: (i) you provide us with written notice of the breach that identifies the grounds for the breach; and (ii) we fail to cure the breach within 30 days after our receipt of the written notice. If we fail to cure the breach, the termination will be effective 60 days after our receipt of your written notice of breach. Your termination of this Agreement under this Paragraph will not release or modify your Post-Term obligations under Paragraph 14 of this Agreement.

POST-TERM OBLIGATIONS

14. Upon the expiration or termination of this Agreement:

A. Reversion of Rights; Discontinuation of Trademark Use . All of your rights to the use of the Trademarks and all other rights and licenses granted herein and the right and license to conduct business under the Trademarks at the Authorized Location will revert to us without further act or deed of any party. All of your right, title and interest in, to and under this Agreement will become our property. Upon our demand, you must assign to us or our assignee your remaining interest in any lease then in effect for the Restaurant (although we will not assume any past due obligations). You must immediately comply with the post-term noncompete obligations under subparagraph 10.D, cease all use and display of the Trademarks and of any proprietary material (including the manual and the product preparation materials) and of all or any portion of point-of-sale materials furnished or approved by us, assign all right, title and interest in the telephone numbers for the Restaurant and cancel or assign, at our option, any assumed name rights or equivalent registrations filed with authorities. You must pay all sums due to us, our affiliates or designees and all sums you owe to third parties that have been guaranteed by us or any of our affiliates. You must immediately return to us, at your expense, all copies of the manuals and product preparation materials then in your possession or control or previously disseminated to your employees and continue to comply with the confidentiality provisions of subparagraph 6.J. You must promptly at your expense and subject to subparagraph 14.B, remove or obliterate all Restaurant signage, displays or other materials (electronic or tangible) in your possession at the Authorized Location or elsewhere that bear any of the Trademarks or names or material confusingly similar to the Trademarks and so alter the appearance of the Restaurant as to differentiate the Restaurant unmistakably from duly licensed restaurants identified by the Trademarks. If, however, you refuse to comply with the provisions of the preceding sentence within 30 days, we have the right to enter the Authorized Location and remove all Restaurant signage, displays or other materials in your possession at the Authorized Location or elsewhere that bear any of the Trademarks or names or material confusingly similar to the Trademarks, and you must reimburse us for our costs incurred. Notwithstanding the foregoing, in the event of expiration or termination of this Agreement, you will remain liable for your obligations pursuant to this Agreement or any other agreement between you and us or our affiliates that expressly or by their nature survive the expiration or termination of this Agreement.

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B. Purchase Option . We have the right to purchase or designate a third party that will purchase all or any portion of the assets of your Restaurant that are owned by you or any of your affiliates including, without limitation, the land, building, equipment, fixtures, signage, furnishings, supplies, leasehold improvements, liquor license and inventory of the Restaurant at a price determined by a qualified appraiser (or qualified appraisers if one party believes it is better to have a real estate appraiser appraise the value of the land and building and a business appraiser appraise the Restaurant’s other assets) selected with the consent of both parties, provided we give you written notice of our preliminary intent to exercise our purchase rights under this Paragraph within 30 days after the date of the expiration or termination of this Agreement. If the parties cannot agree upon the selection of an appraiser(s), one or both will be appointed by a Judge of the United States District Court for the District in which the Authorized Location is located upon petition of either party.

In the event the Agreement is terminated (rather than if it expires), the price determined by the appraiser(s) will be the reasonable fair market value of the assets based on their continuing use in, as, and for the operation of a BUFFALO WILD

WINGS ® Restaurant and the appraiser will designate a price for each category of asset (e.g., land, building, equipment, fixtures, etc.), but shall not include the value of any goodwill of the business, as the goodwill of the business is attributable to the Trademarks and the System. In the event that the Agreement expires (rather than if it is terminated), the price determined by the appraiser(s) will be the reasonable fair market value of the assets, as stated in the prior sentence, plus the value of any goodwill of the business, attributable to your operation of the Restaurant. In the event of expiration, however, the parties agree that you may elect not to include the land in the appraisal and option to purchase process. In this instance, you may elect to lease the land to us or our designee for a lease term of at least 10 years with two 5-year options to renew and for a primary rate equal to fair market value according to the applicable Building Office Management Association Guidelines, unless otherwise agreed to by the parties.

Within 45 days after our receipt of the appraisal report, we or our designated purchaser will identify the assets, if any, that we intend to purchase at the price designated for those assets in the appraisal report. We or our designated purchaser and you will then proceed to complete and close the purchase of the identified assets, and to prepare and execute purchase and sale documents customary for the assets being purchased, in a commercially reasonable time and manner. We and you will each pay one-half of the appraiser’s fees and expenses. Our interest in the assets of the Restaurant that are owned by you or your affiliates will constitute a lien thereon and may not be impaired or terminated by the sale or other transfer of any of those assets to a third party. Upon our or our designated purchaser’s exercise of the purchase option and tender of payment, you agree to sell and deliver, and cause your affiliates to sell and deliver, the purchased assets to us or our designated purchaser, free and clear of all encumbrances, and to execute and deliver, and cause your affiliates to execute and deliver, to us or our designated purchaser a bill of sale therefore and such other documents as may be commercially reasonable and customary to effectuate the sale and transfer of the assets being purchased.

If we do not exercise our option to purchase under this subparagraph, you may sell or lease the Restaurant premises to a third party purchaser, provided that your agreement with the purchaser includes a covenant by the purchaser, which is expressly enforceable by us as a third party beneficiary, pursuant to which the purchaser agrees, for a period of 2 years after the expiration or termination of this Agreement, not to use the premises for the operation of a restaurant business that has a menu or method of operation similar to that employed by our company-owned or franchised restaurants.

C. Claims . You and your Principal Owners and guarantors may not assert any claim or cause of action against us or our affiliates relating to this Agreement or the BUFFALO WILD WINGS ® business after the shorter period of the applicable statute of limitations or one year following the effective date of termination of this Agreement; provided that where the one-year limitation of time is prohibited or invalid by or under any applicable law, then and in that event no suit or action may be commenced or maintained unless commenced within the applicable statute of limitations.

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GENERAL PROVISIONS

15. The parties agree to the following provisions:

A. Severability . Should one or more clauses of this Agreement be held void or unenforceable for any reason by any court of competent jurisdiction, such clause or clauses will be deemed to be separable in such jurisdiction and the remainder of this Agreement is valid and in full force and effect and the terms of this Agreement must be equitably adjusted so as to compensate the appropriate party for any consideration lost because of the elimination of such clause or clauses. It is the intent and expectation of each of the parties that each provision of this Agreement will be honored, carried out and enforced as written. Consequently, each of the parties agrees that any provision of this Agreement sought to be enforced in any proceeding must, at the election of the party seeking enforcement and notwithstanding the availability of an adequate remedy at law, be enforced by specific performance or any other equitable remedy.

B. Waiver/Integration . No waiver by us of any breach by you, nor any delay or failure by us to enforce any provision of this Agreement, may be deemed to be a waiver of any other or subsequent breach or be deemed an estoppel to enforce our rights with respect to that or any other or subsequent breach. Subject to our rights to modify Appendices and/or standards and as otherwise provided herein, this Agreement may not be waived, altered or rescinded, in whole or in part, except by a writing signed by you and us. This Agreement together with the addenda and appendices hereto and the application form executed by you requesting us to enter into this Agreement constitute the sole agreement between the parties with respect to the entire subject matter of this Agreement and embody all prior agreements and negotiations with respect to the business. You acknowledge and agree that you have not received any warranty or guarantee, express or implied, as to the potential volume, profits or success of your business. There are no representations or warranties of any kind, express or implied, except as contained herein and in the aforesaid application. Nothing in the Agreement or in any related agreement is intended to disclaim the representations we made in the franchise disclosure document that we furnished to you.

C. Notices . Except as otherwise provided in this Agreement, any notice, demand or communication provided for herein must be in writing and signed by the party serving the same and either delivered personally or by a reputable overnight service or deposited in the United States mail, service or postage prepaid and addressed as follows:

1. If intended for us, addressed to General Counsel, Buffalo Wild Wings International, Inc., 5500 Wayzata Blvd., Suite 1600, Minneapolis, Minnesota 55416;

2. If intended for you, addressed to you at 27680 Franklin Road, Southfield, Michigan 48034 or at the Authorized Location; or,

in either case, as the intended party may change such address by written notice to the other party. Notices for purposes of this Agreement will be deemed to have been received if mailed or delivered as provided in this subparagraph.

D. Authority . Any modification, consent, approval, authorization or waiver granted hereunder required to be effective by signature will be valid only if in writing executed by the Control Person or, if on behalf of us, in writing executed by our President or one of our authorized Vice Presidents.

E. References . If the franchisee is 2 or more individuals, the individuals are jointly and severally liable, and references to you in this Agreement include all of the individuals. Headings and captions contained herein are for convenience of reference and may not be taken into account in construing or interpreting this Agreement.

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F. Guarantee . All Principal Owners of a franchisee that is a corporation, limited liability company, partnership or other legal entity must execute the form of undertaking and guarantee at the end of this Agreement. Any person or entity that at any time after the date of this Agreement becomes a Principal Owner pursuant to the provisions of Paragraph 11 or otherwise must execute the form of undertaking and guarantee at the end of this Agreement within 10 days from the date such person or entity becomes a Principal Owner; provided, however, that any person or entity who becomes a Principal Owner shall automatically acquire all the obligations of a Principal Owner under this Agreement at the time such person or entity becomes a Principal Owner. Before approving and entering into any transaction that would make any person or entity a Principal Owner, you must notify such person about the content of this subparagraph.

G. Successors/Assigns . Subject to the terms of Paragraph 11 hereof, this Agreement is binding upon and inures to the benefit of the administrators, executors, heirs, successors and assigns of the parties.

H. Interpretation of Rights and Obligations . The following provisions apply to and govern the interpretation of this Agreement, the parties’ rights under this Agreement, and the relationship between the parties:

1. Applicable Law and Waiver . Subject to our rights under federal trademark laws and the parties’ rights under the Federal Arbitration Act in accordance with Paragraph 12 of this Agreement, the parties’ rights under this Agreement, and the relationship between the parties is governed by, and will be interpreted in accordance with, the laws (statutory and otherwise) of the state in which the Authorized Location is located. You waive, to the fullest extent permitted by law, the rights and protections that might be provided through the laws of any state relating to franchises or business opportunities, other than those of the state in which the Authorized Location is located.

2. Our Rights . Whenever this Agreement provides that we have a certain right, that right is absolute and the parties intend that our exercise of that right will not be subject to any limitation or review. We have the right to operate, administrate, develop, and change the System in any manner that is not specifically precluded by the provisions of this Agreement, although this right does not modify the requirements of subparagraph 5.E and other express limitations set forth in this Agreement.

3. Our Reasonable Business Judgment . Whenever we reserve discretion in a particular area or where we agree to exercise our rights reasonably or in good faith, we will satisfy our obligations whenever we exercise Reasonable Business Judgment in making our decision or exercising our rights. Our decisions or actions will be deemed to be the result of Reasonable Business Judgment, even if other reasonable or even arguably preferable alternatives are available, if our decision or action is intended, in whole or significant part, to promote or benefit the System generally even if the decision or action also promotes our financial or other individual interest. Examples of items that will promote or benefit the System include, without limitation, enhancing the value of the Trademarks, improving customer service and satisfaction, improving product quality, improving uniformity, enhancing or encouraging modernization and improving the competitive position of the System.

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I. Venue . Any cause of action, claim, suit or demand allegedly arising from or related to the terms of this Agreement or the relationship of the parties that is not subject to arbitration under Paragraph 12, must be brought in the Federal District Court for the District of Minnesota or in Hennepin County District Court, Fourth Judicial District, Minneapolis, Minnesota. Both parties hereto irrevocably submit themselves to, and consent to, the jurisdiction of said courts. The provisions of this subparagraph will survive the termination of this Agreement. You are aware of the business purposes and needs underlying the language of this subparagraph and, with a complete understanding thereof, agree to be bound in the manner set forth.

J. Jury Waiver . All parties hereby waive any and all rights to a trial by jury in connection with the enforcement or interpretation by judicial process of any provision of this Agreement, and in connection with allegations of state or federal statutory violations, fraud, misrepresentation or similar causes of action or any legal action initiated for the recovery of damages for breach of this Agreement.

K. Waiver of Punitive Damages . You and your affiliates and we and our affiliates agree to waive, to the fullest extent permitted by law, the right to or claim for any punitive or exemplary damages against the other and agree that in the event of any dispute between them, each will be limited to the recovery of actual damages sustained.

L Relationship of the Parties . You and we are independent contractors. Neither party is the agent, legal representative, partner, subsidiary, joint venturer or employee of the other. Neither party may obligate the other or represent any right to do so. This Agreement does not reflect or create a fiduciary relationship or a relationship of special trust or confidence. Without limiting the generality of the foregoing, we shall have no liability in connection with or related to the products or services rendered to you by any third party, even if we required, approved or consented to the product or service or designated or approved the supplier.

M. Force Majeure . In the event of any failure of performance of this Agreement according to its terms by any party due to force majeure will not be deemed a breach of this Agreement. For purposes of this Agreement, “force majeure” shall mean acts of God, State or governmental action, riots, disturbance, war, strikes, lockouts, slowdowns, prolonged shortage of energy supplies or any raw material, epidemics, fire, flood, hurricane, typhoon, earthquake, lightning and explosion or other similar event or condition, not existing as of the date of signature of this Agreement, not reasonably foreseeable as of such date and not reasonably within the control of any party hereto, which prevents in whole or in material part the performance by one of the parties hereto of its obligations hereunder.

N. Adaptations and Variances . Complete and detailed uniformity under many varying conditions may not always be possible, practical, or in the best interest of the System. Accordingly, we have the right to vary the Menu Items and other standards, specifications, and requirements for any franchised restaurant or franchisee based upon the customs or circumstances of a particular franchise or operating agreement, site or location, population density, business potential, trade area population, existing business practice, competitive circumstance or any other condition that we deem to be of importance to the operation of such restaurant or store, franchisee’s business or the System. We are not required to grant to you a like or other variation as a result of any variation from standard menus, specifications or requirements granted to any other franchisee. You acknowledge that you are aware that our other franchisees operate under a number of different forms of agreement that were entered into at different times and that, consequently, the obligations and rights of the parties to other agreements may differ materially in certain instances from your rights and obligations under this Agreement.

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O. Notice of Potential Profit . We and/or our affiliates may from time to time make available to you or require you to purchase goods, products and/or services for use in your Restaurant on the sale of which we and/or our affiliates may make a profit. Further, we and/or our affiliates may from time to time receive consideration from suppliers and/or manufacturers in respect to sales of goods, products or services to you or in consideration of services rendered or rights licensed to such persons. You agree that we and/or our affiliates are entitled to said profits and/or consideration.

P. Interference with Employment Relations . During the term of this Agreement, neither we nor you may employ or seek to employ, directly or indirectly, any person who is at the time or was at any time during the prior 6 months employed in any type of managerial position by the other party or any of its affiliates, or by any franchisee in the system. In the event that you violate this provision, we will have the right to terminate this Agreement without opportunity to cure pursuant to subparagraph 13.B.2. In addition, any party who violates this provision agrees to pay as fair and reasonable liquidated damages (but not as a penalty) an amount equal to 2 times the annual compensation that the person being hired away was receiving at the time the violating party offers her/him employment. You agree that this amount is for the damages that the non-violating party will suffer for the loss of the person hired away by the other party, including the costs of finding, hiring and training a new employee and for the loss of the services and experience of the employee hired away, and that it would be difficult to calculate with certainty the amount of damage that the non-violating party will incur. Notwithstanding the foregoing, if a court determines that this liquidated damages payment is unenforceable, then the non-violating party may pursue all other available remedies, including consequential damages. This subparagraph will not be violated if (i) at the time we or you employ or seek to employ the person, the former employer has given its written consent or (ii) we employ or seek to employ the person in connection with the transfer of the Restaurant to us or any of our affiliates. The parties acknowledge and agree that any franchisee from whom an employee was hired by you in violation of this subparagraph shall be a third-party beneficiary of this provision, but only to the extent they may seek compensation from you.

Q. Updating Your Franchise Agreement . If at any time during the term of this Agreement you and us enter into a subsequent franchise agreement (the “Subsequent Agreement”) granting you the right to operate another BUFFALO WILD

WINGS ® restaurant and the terms of the Subsequent Agreement are different from the terms of this Agreement, you will have the right to request that this Agreement be replaced by a franchise agreement containing terms and conditions similar to the Subsequent Agreement (the “New Agreement”), but such right shall be conditioned upon you meeting all the conditions stipulated in subparagraph 4.B of this Agreement, except that you shall pay a fee of only $2,500; provided, however, that the term under the New Agreement shall be equal to the term left under this Agreement at the time of the execution of the New Agreement. You must exercise the rights granted under this subparagraph within 30 days after the date you execute the Subsequent Agreement.

R. Effective Date . We will designate the “Effective Date” of this Agreement in the space provided on the cover page. If no Effective Date is designated on the cover page, the Effective Date is the date when we sign this Agreement. However, as described in subparagraph 5.A, you do not have the right to, and may not, open and commence operation of a Restaurant at the Authorized Location until we notify you that you have satisfied all of the pre-opening conditions set forth in this Agreement.

S. Acknowledgment of Prohibition on Insider Trading . Federal law and our parent company’s policy prohibit purchasing or selling stock in Buffalo Wild Wings, Inc. (“BWW”) by anyone in possession of material, non-public information concerning BWW. While it is not possible to define “material information” to cover every set of circumstances that might arise, a general guide is that information is considered “material” if there is a substantial likelihood that a reasonable investor would consider it important in determining whether to buy, sell or hold stock. Violations of insider trading laws may be punishable by fines and/or imprisonment. During the terms of this Agreement, you may be provided with material, non-public information regarding BWW. You hereby acknowledge that you are familiar with insider trading laws and will not purchase or sell BWW stock while in possession of material, non-public information.

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IN WITNESS WHEREOF , the parties have executed this Franchise Agreement on the dates written below.

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FRANCHISEE: US: AMC FT. MYERS, INC.

BUFFALO WILD WINGS INTERNATIONAL, INC.

Date: June 1, 2010 Date: 6/3/10 By: AMC Wings, Inc. /s/ Sally J. Smith

Its: Sole Shareholder of AMC Ft. Myers, Inc. By: Sally J. Smith

Its: President & CEO /s/ T. Michael Ansley

By: Diversified Restaurant Holdings, Inc. As Sole Shareholder of AMC Wings, Inc. Its: President & CEO, T. Michael Ansley

PERSONAL GUARANTY AND AGREEMENT TO BE BOUND PERSONALLY BY THE TERMS AND CONDITIONS

OF THE FRANCHISE AGREEMENT

In consideration of the execution of the Franchise Agreement (the “Agreement”) between BUFFALO WILD WINGS INTERNATIONAL, INC. (“we” or “us”) and AMC FT. MYERS, INC. (the “Franchisee”), dated June 3, 2010 and for other good and valuable consideration, the undersigned, for themselves, their heirs, successors, and assigns, do jointly, individually and severally hereby become surety and guarantor for the payment of all amounts and the performance of the covenants, terms and conditions in the Agreement, to be paid, kept and performed by the Franchisee, including without limitation the arbitration and other dispute resolution provisions of the Agreement.

Further, the undersigned, individually and jointly, hereby agree to be personally bound by each and every condition and term contained in the Agreement, including but not limited to the non-compete provisions in subparagraph 10.D, and agree that this Personal Guaranty will be construed as though the undersigned and each of them executed an agreement containing the identical terms and conditions of the Agreement.

The undersigned waive: (1) notice of demand for payment of any indebtedness or nonperformance of any obligations hereby guaranteed; (2) protest and notice of default to any party respecting the indebtedness or nonperformance of any obligations hereby guaranteed; (3) any right he/she may have to require that an action be brought against the Franchisee or any other person as a condition of liability; and (4) notice of any changes permitted by the terms of the Agreement or agreed to by the Franchisee.

In addition, the undersigned consents and agrees that: (1) the undersigned’s liability will not be contingent or conditioned upon our pursuit of any remedies against the Franchisee or any other person; (2) such liability will not be diminished, relieved or otherwise affected by the Franchisee’s insolvency, bankruptcy or reorganization, the invalidity, illegality or unenforceability of all or any part of the Agreement, or the amendment or extension of the Agreement with or without notice to the undersigned; and (3) this Personal Guaranty shall apply in all modifications to the Agreement of any nature agreed to by Franchisee with or without the undersigned receiving notice thereof.

It is further understood and agreed by the undersigned that the provisions, covenants and conditions of this Personal Guaranty will inure to the benefit of our successors and assigns.

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FRANCHISEE: AMC FT. MYERS, INC. PERSONAL GUARANTORS: /s/ T. Michael Ansley Diversified Restaurant Holdings, Inc.

Individually Sole Shareholder of AMC Wings, Inc.

T. Michael Ansley /s/ T. Michael Ansley

Print Name By: T. Michael Ansley, Its President & CEO

27680 Franklin Road 27680 Franklin Road

Address Address

Southfield, Michigan 48034 Southfield, Michigan 48034

City State Zip Code City State Zip Code

248-894-0434 248-894-0434

Telephone Telephone

OWNERSHIP AND MANAGEMENT ADDENDUM TO BUFFALO WILD WINGS ® FRANCHISE AGREEMENT

1. Control Person . You represent and warrant to us that the following person, and only the following person, is the Control Person:

2. Ownership . You represent and warrant to us that the following person(s) and entities, and only the following person(s) and entities, have ownership interests in the franchisee entity:

3. Change. You must immediately notify us in writing of any change in the information contained in this Addendum and, at our request, prepare and sign a new Addendum containing the correct information.

4. Effective Date . This Addendum is effective as of this 3 rd day of June, 2010.

NAME TITLE ADDRESS

T. Michael Ansley Control Person 27680 Franklin Road, Southfield, MI 48034

PERCENTAGE NAME HOME ADDRESS OF INTEREST AMC Wings, Inc. 27680 Franklin Road, Southfield, MI 48034 100 % as Sole Shareholder of AMC Ft. Myers, Inc. Diversified Restaurant Holdings, Inc. 27680 Franklin Road, Southfield, MI 48034 100 % as Sole Shareholder of AMC Wings, Inc.

/s/ TMA /s/ SJS

Your Initials Our Initials

Appendix A to the Franchise Agreement

Trademarks

You have the right to use the following Trademarks in accordance with the terms of the Franchise Agreement:

We may amend this Appendix A from time to time in order to make available additional Trademarks or to delete those Trademarks that become unavailable. You agree to use only those Trademarks that are then-currently authorized.

The Trademarks must be used only in the manner that we specify. No deviations will be permitted.

Service Mark: BUFFALO WILD WINGS Registration No.: 2,239,550 Registration Date: April 13, 1999 Service Mark: BUFFALO WILD WINGS GRILL & BAR (Design Mark) Registration No.: 2,187,765 Registration Date: September 8, 1998

Service Mark: BLAZIN ’ Registration No.: 2,966,286 Registration Date: July 7, 2005 Service Mark: BONELESS THURSDAYS Registration No.: 3,241,656 Registration Date: May 15, 2007 Service Mark: BUFFALITO Registration No.: 2,914,520 Registration Date: December 28, 2004 Service Mark: WING TUESDAYS Registration No.: 3,241,654 Registration Date: May 15, 2007 Service Mark: WINGS. BEER. SPORTS. ALL THE ESSENTIALS Registration No.: 2,905,689 Registration Date: November 30, 2004 Service Mark: YOU HAVE TO BE HERE Registration No.: 3,386,873 Registration Date: February 19, 2008

Appendix B to the Franchise Agreement

The Designated Area

The Authorized Location for your Restaurant as set forth in Paragraph 2.A of your Franchise Agreement is as follows: 9390 Dynasty Drive, Suite 101, Ft. Myers, Florida 33905.

As stated in Subparagraph 2.B. of the Franchise Agreement, subject to the terms and conditions of the Franchise Agreement, the Designated Area in which you will locate and operate the Restaurant is defined as follows:

The Designated Area shall be located within a five mile radius from the intersection of I-75 and Colonial Blvd., more precisely described as Latitude 26.6128 / Longitude -81.8032.

The Designated Area is considered fixed as of the date of the Franchise Agreement.

FRANCHISEE: US: AMC FT. MYERS, INC.

BUFFALO WILD WINGS INTERNATIONAL, INC.

Date: June 1, 2010 By: AMC Wings, Inc. /s/ Sally J. Smith

Its: Sole Shareholder of AMC Ft. Myers, Inc. By: Sally J. Smith

Its: President & CEO /s/ T. Michael Ansley

By: Diversified Restaurant Holdings, Inc. As Sole Shareholder of AMC Wings, Inc. Its: President & CEO, T. Michael Ansley

Appendix C to the Franchise Agreement

Addendum to Lease

This Addendum to Lease (“Addendum”), dated , 20 , is entered into between (“Landlord”), and (“Tenant”).

RECITALS

AGREEMENT

Landlord and Tenant agree to amend the Lease as follows:

A. The parties have entered into a Lease Agreement, dated , 20 , (the “Lease”) pertaining to the premises located at (the “Premises” ).

B. Landlord acknowledges that Tenant has agreed to operate a Restaurant at the Premises pursuant to Tenant’s Franchise Agreement (the “Franchise Agreement”) with Buffalo Wild Wings International, Inc. (“BWW”) under the name “Buffalo Wild Wings Grill & Bar” or other name designated by BWW (the “Restaurant” ).

C. The parties desire to amend the Lease in accordance with the terms and conditions contained in this Addendum to provide BWW the opportunity to preserve the Premises as a BWW branded restaurant as provided herein.

1. Remodeling and Decor . Landlord agrees that Tenant has the right to remodel, equip, paint and decorate the interior of the Premises and to display such proprietary marks and signs on the interior and exterior of the Premises as Tenant is reasonably required to do pursuant to the Franchise Agreement and any successor Franchise Agreement under which Tenant may operate a Restaurant on the Premises. Any remodel of the building and/or its signs shall be subject to Landlord’s prior and reasonable approval.

2. Assignment by Tenant .

(a) Tenant does not have the right to sublease or assign the Lease to any third party without BWW’s and Landlord’s written approval.

(b) So long as Tenant is in good standing under the Lease, Tenant has the right to assign all of its right, title and interest in the Lease to BWW, its affiliates or its parent company, during the term of the Lease, including any extensions or renewals, without first obtaining Landlord’s consent. No assignment will be effective, however, until BWW or its designated affiliate (the “BWW Entity”) gives Landlord written notice of its acceptance of the assignment. BWW will be responsible for the lease obligations incurred after the effective date of the assignment.

(c) If BWW elects to assume the Lease, under this subparagraph or unilaterally assumes the lease as provided for in subparagraph 3(a) or 4(a), Landlord and Tenant agree that (i) Tenant will remain liable for the responsibilities and obligations, including amounts owed to Landlord, prior to the date of assignment and assumption, and (ii) BWW will have the right to sublease the Premises to another franchisee with Landlord’s prior reasonable approval, provided the franchisee meets BWW’s then-current standards and requirements for franchisees and agrees to operate the Restaurant as a Buffalo Wild Wings restaurant pursuant to a Franchise Agreement with BWW. Upon receipt by Landlord of an assumption agreement pursuant to which the assignee agrees to assume the Lease and to observe the terms, conditions and agreements on the part of Tenant to be performed under the Lease, BWW shall thereupon be released from all liability as tenant under the Lease from and after the date of assignment, without any need of a written acknowledgment of such release by Landlord.

Buffalo Wild Wings International, Inc. 5500 Wayzata Boulevard, Suite 1600 Minneapolis, MN 55416 Attention: General Counsel

BWW may change its address for receiving notices by giving Landlord written notice of the new address. Landlord agrees that it will notify both Tenant and BWW of any change in Landlord’s mailing address to which notices should be sent.

3. Default and Notice .

(a) Landlord shall send BWW copies of all notices of default it gives to Tenant concurrently with giving such notices to Tenant. If Tenant fails to cure any defaults within the period specified in the Lease, Landlord shall promptly give BWW written notice thereof, specifying the defaults Tenant failed to cure. BWW has the right, but not the obligation, to unilaterally assume the Lease if Tenant fails to cure. BWW shall have 15 days from the date BWW receives such notice to exercise, by written notice to Landlord and Tenant, its right for BWW or a BWW Entity to assume the Lease. BWW shall have an additional 15 days from the expiration of Tenant’s cure period in which to cure the default or violation.

(b) All notices to BWW must be sent by registered or certified mail, postage prepaid, to the following address:

4. Termination, Non-Renewal, Expiration . If the Franchise Agreement is terminated for any reason during the term of the Lease or any extension thereof, BWW has the right, but not the obligation, to unilaterally assume the Lease by giving Landlord written notice. Within 30 days after receipt of such notice, Landlord shall give BWW written notice specifying any defaults of Tenant under the Lease.

5. Access to Premises Following Expiration or Termination of Lease . Upon the expiration or termination of the Lease, Landlord will cooperate with and assist BWW in gaining possession of the Premises and if a BWW Entity does not elect to enter into a new lease for the Premises with Landlord on terms reasonably acceptable to the BWW Entity, Landlord will allow BWW to enter the Premises, without being guilty of trespass and without incurring any liability to Landlord, except for any damages caused by BWW’s willful misconduct or gross negligence, to remove all signs, awnings, and all other items identifying the Premises as a BUFFALO WILD WINGS ® Restaurant and to make such other modifications (such as repainting) as are reasonably necessary to protect the BUFFALO WILD WINGS ® marks and system. In the event BWW exercises its option to purchase assets of Tenant, Landlord must permit BWW to remove all such assets being purchased by BWW.

6. Additional Provisions .

(a) Landlord hereby acknowledges that the provisions of this Addendum are required pursuant to the Franchise Agreement under which Tenant plans to operate its business and the Tenant would not lease the Premises without this Addendum.

(b) Landlord further acknowledges that Tenant is not an agent or employee of BWW and the Tenant has no authority or power to act for, or to create any liability on behalf of, or to in any way bind BWW or any affiliate of BWW, and that Landlord has entered into this Addendum with full understanding that it creates no duties, obligations or liabilities of or against BWW or any affiliate of BWW, unless and until the Lease is assigned to, and accepted in writing by, BWW or its parent company.

IN WITNESS WHEREOF, the parties have executed this Addendum as of the dates written below.

(c) BWW Entity may elect not to assume or be bound by the terms of any amendment to the Lease executed by Tenant without obtaining BWW’s prior written approval, which shall not be unreasonably withheld or delayed.

8. Modification . No amendment or variation of the terms of this Addendum is valid unless made in writing and signed by the parties and the parties have obtained the written consent of BWW.

9. Reaffirmation of Lease . Except as amended or modified in this Addendum, all of the terms, conditions and covenants of the Lease remain in full force and effect and are incorporated by reference and made a part of this Addendum as though copied herein in full. In the event of any conflict between the terms of this Addendum and those in the Lease, the terms of this Addendum shall control.

10. Beneficiary . Landlord and Tenant expressly agree that BWW is a third party beneficiary of this Addendum.

TENANT: LANDLORD: By By

Its Its

Appendix D to the Franchise Agreement

Electronic Transfer of Funds Authorization

Franchisee: AMC Ft. Myers, Inc. Location: Ft. Myers, Florida Date: 6/3/10

Attention: Bookkeeping Department

The undersigned hereby authorizes Buffalo Wild Wings International, Inc., its parent company or any affiliated entity (collectively, “BWW”), to initiate weekly ACH debit entries against the account of the undersigned with you in payment of amounts for Royalty Fees, Advertising Fees or other amounts that become payable by the undersigned to BWW. The dollar amount to be debited per payment will vary.

Subject to the provisions of this letter of authorization, you are hereby directed to honor any such ACH debit entry initiated by BWW.

This authorization is binding and will remain in full force and effect until 90 days prior written notice has been given to you by the undersigned. The undersigned is responsible for, and must pay on demand, all costs or charges relating to the handling of ACH debit entries pursuant to this letter of authorization.

Please honor ACH debit entries initiated in accordance with the terms of this letter of authorization, subject to there being sufficient funds in the undersigned’s account to cover such ACH debit entries.

NEW CHANGE

Sincerely yours,

*** We also need a VOIDED Check ***

Account Name

Bank Name Street Address

Branch City State Zip Code

Street Address Telephone Number By

City State Zip Code Its

Bank Telephone Number Date

Bank’s Account Number

Customer’s Account Number

Appendix E to the Franchise Agreement

AFFILIATED SELLER AGREEMENT

This Affiliated Seller Agreement (“ ASA ”) dated June 3, 2010 is among ValueLink, LLC, d/b/a First Data Prepaid Services (“FDPS ”), AMC FT. MYERS, INC. (“ Affiliated Seller ”) and Blazin Wings Inc. (“ Client ”). Client and FDPS entered into a Stored Value Card Processing Agreement dated March 20, 2009, as amended and supplemented from time to time (the “ Client Agreement ”). The undersigned Affiliated Seller desires to receive and FDPS desires to provide Services in accordance with the Client Agreement terms and the terms of this ASA.

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1. Representations and Warranties of Affiliated Seller . Affiliated Seller represents and warrants that Affiliated Seller: (i) has received and reviewed a true and correct copy of the Client Agreement from Client; and (ii) subject to the limitations provided in this ASA, agrees to be bound by the Client Agreement to the same extent as if it were “ Client ” whenever the context requires Client performance (and irrespective of whether or not the term “ Client ” is expressly mentioned.) Affiliated Seller hereby appoints Client as its representative with FDPS for all matters arising out of or relating to the Client Agreement including all matters that involve Client Agreement negotiation, modification and/or dispute resolution. Affiliated Seller agrees that Affiliated Seller will be solely responsible for communicating with Client concerning the status of such matters and the Client Agreement. Affiliated Seller represents and warrants that FDPS will be entitled to communicate information concerning Affiliated Seller, including its Confidential Information, its Program, Program Procedures, Cardholders and Card Data to Client and to rely upon any statements made by Client related thereto to the same extent as if FDPS were dealing directly with a duly authorized Affiliated Seller representative.

2. Client Agreement . Client agrees to be jointly and severally liable for Affiliated Seller obligations arising out of the Client Agreement. Each Affiliated Seller shall not be responsible for the obligations of the Client or another Affiliated Seller, arising out of the Client Agreement. Affiliated Seller agrees that Affiliated Seller’s rights under this ASA will terminate immediately without need of notification from FDPS on termination or expiration of this ASA.

3. Issuance of Cards . Notwithstanding anything to the contrary in this ASA, (i) Client will be the sole issuer of all Cards issued under the Program, including with respect to all Cards sold at locations operated by Affiliated Sellers, and (ii) Client will be solely responsible for the responsibilities set forth in Section 3(b) of the Client Agreement.

4. Indemnification . The Client agrees to indemnify the Affiliated Seller for escheatment claims by any State as follows:

A. For escheatment claims related to Cards sold at any time period prior to September 15, 2007, the Client provides no indemnification.

B. For escheatment claims related to Cards sold during the time between September 15, 2007 and September 15, 2008, the Client will indemnify the Affiliated Seller up to the amount remitted by the Affiliated Seller to the Client for this period of time.

C. For escheatment claims related to Cards sold after September 16, 2008, the Client will indemnify the Affiliated Seller up to the amount remitted by the Affiliated Seller to the Client for this period of time.

IN WITNESS WHEREOF , the Parties have caused this ASA to be executed by their authorized representatives as of the date first set forth above.

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5. Limitation of Liability . Anything to the contrary notwithstanding, Affiliated Seller agrees that FDPS’ cumulative aggregate liability under Client Agreement to Client and all Affiliated Sellers will be subject to the limitations set forth in Section 14 of the Client Agreement. For example, if Client and one additional Affiliated Seller participate under the Client Agreement, FDPS’ cumulative aggregate liability to Client and such Affiliated Seller for direct damages will not exceed two hundred fifty thousand dollars ($250,000.00) and will not include any liability for claims arising out of or relating to services and/or items supplied by the Card Company.

6. Conflict . Should a conflict exist between the provisions of the Client Agreement and this ASA, this ASA will control. Terms in initial capital letters or all capital letters used as a defined term but not defined in this ASA will have the meaning set forth in the Client Agreement. References to this ASA in any document now or hereafter attached to or referenced to this ASA will mean this ASA as amended or supplemented from time to time.

AFFILIATED SELLER ValueLink, LLC Address:

6200 South Quebec Street Greenwood Village, Colorado 80111

By: /s/ T. Michael Ansley By:

Name: T. Michael Ansley Name:

Title: President Title:

BLAZIN WINGS INC. 5500 Wayzata Blvd. Minneapolis, MN 55416

By: Sally J. Smith

Name: Sally J. Smith Title: President & CEO

ACKNOWLEDGMENT ADDENDUM TO BUFFALO WILD WINGS ® FRANCHISE AGREEMENT

As you know, you and we are entering into a Franchise Agreement for the operation of a BUFFALO WILD WINGS ® franchise. The purpose of this Acknowledgment Addendum is to determine whether any statements or promises were made to you that we have not authorized or that may be untrue, inaccurate or misleading, and to be certain that you understand the limitations on claims that may be made by you by reason of the offer and sale of the franchise and operation of your business. Please review each of the following questions carefully and provide honest responses to each question.

Acknowledgments and Representations* .

1. Did you receive a copy of our Disclosure Document (and all exhibits and attachments) at least (a) 14 calendar days prior to signing the Franchise Agreement; or (b) if you are a resident of Maryland, New York, or Rhode Island , at the earlier of the first personal meeting or 10 business days before the execution of the Franchise Agreement (or other agreement) or payment of any consideration; or (c) if you are a resident of Michigan, Oregon, Washington or Wisconsin , at the earlier of 10 business days before the execution of any binding agreement or payment of any consideration? Check one: ( � ) Yes ( � ) No. If no, please comment:

2. Have you studied and reviewed carefully our Disclosure Document and Franchise Agreement? Check one: ( � ) Yes ( � ) No. If no, please comment:

3. If the Franchisor made any unilateral changes to the Franchise Agreement or Area Development Agreement, did you receive a copy of the complete revised agreement at least 7 calendar days prior to the date on which the Franchise Agreement or Area Development Agreement was executed? Check one: ( � ) Yes ( � ) No. If no, please comment:

4. Did you understand all the information contained in both the Disclosure Document and Franchise Agreement? Check one: ( � ) Yes ( � ) No. If no, please comment:

5. Was any oral, written or visual claim or representation made to you that contradicted the disclosures in the Disclosure Document? Check one: ( � ) Yes ( � ) No. If yes, please state in detail the oral, written or visual claim or representation:

6. Did any employee or other person speaking on behalf of Buffalo Wild Wings International, Inc. make any oral, written or visual claim, statement, promise or representation to you that stated, suggested, predicted or projected sales, revenues, expenses, earnings, income or profit levels at any BUFFALO WILD WINGS ® location or business, or the likelihood of success at your Franchised Business? Check one: ( � ) Yes ( � ) No. If yes, please state in detail the oral, written or visual claim or representation:

7. Did any employee or other person speaking on behalf of Buffalo Wild Wings International, Inc. make any statement or promise regarding the costs involved in operating a franchise that is not contained in the Disclosure Document or that is contrary to, or different from, the information contained in the Disclosure Document. Check one: � Yes � No. If yes, please comment:

YOU UNDERSTAND THAT YOUR ANSWERS ARE IMPORTANT TO US AND THAT WE WILL RELY ON THEM. BY SIGNING THIS ADDENDUM, YOU ARE REPRESENTING THAT YOU HAVE CONSIDERED EACH QUESTION CAREFULLY AND RESPONDED TRUTHFULLY TO THE ABOVE QUESTIONS. IF MORE SPACE IS NEEDED FOR ANY ANSWER, CONTINUE ON A SEPARATE SHEET AND ATTACH.

NOTE : IF THE RECIPIENT IS A CORPORATION, PARTNERSHIP, L IMITED LIABILITY COMPANY OR OTHER ENTITY, EACH OF ITS PRINCIPAL OWNERS MUST EXE CUTE THIS ACKNOWLEDGMENT.

8. Do you understand that the franchise granted is for the right to develop and operate the Restaurants in the Designated Territory, as stated in Subparagraph 2.B, and that, according to Subparagraph 2.D, we and our affiliates have the right to distribute products through alternative methods of distribution and to issue franchises or operate competing businesses for or at locations, as we determine, (i) outside of your Designated Area using any trademarks; (ii) inside your Designated Territory using any trademarks other than the BUFFALO WILD WINGS ® Trademark; and (iii) inside the Designated Territory using the BUFFALO WILD WINGS ® Trademark, for facilities at Special Sites and Limited Seating Facilities (subject to your right of first refusal with respect to Limited Seating Facilities, as detailed in the Franchise Agreement)? Check one: � Yes � No. If no, please comment:

9. Do you understand that the Franchise Agreement contains the entire agreement between you and us concerning the franchise for the Restaurant, meaning that any prior oral or written statements not set out in the Franchise Agreement or Disclosure Document will not be binding? Check one: � Yes � No. If no, please comment:

10. Do you understand that the success or failure of your Restaurant will depend in large part upon your skills and experience, your business acumen, your location, the local market for products under the BUFFALO WILD WINGS ® trademarks, interest rates, the economy, inflation, the number of employees you hire and their compensation, competition and other economic and business factors? Further, do you understand that the economic and business factors that exist at the time you open your Business may change? Check one � Yes � No. If no, please comment:

11. Do you understand that the current economic crisis and financial situation in the U.S. and abroad could have a negative impact on the restaurant industry, the BUFFALO WILD WINGS ® franchise system and your business? Check one � Yes � No. If no, please comment:

12. Do you understand that you are bound by the non-compete covenants (both in-term and post-term) listed in Subparagraph 10.D and that an injunction is an appropriate remedy to protect the interests of the BUFFALO WILD WINGS ® system if you violate the covenant(s)? Further, do you understand that the term “you” for purposes of the non-compete covenants is defined broadly in subparagraph 10.D, such that any actions in violation of the covenants by those holding any interest in the franchisee entity may result in an injunction, default and termination of the Franchise Agreement? Check one � Yes � No. If no, please comment:

APPROVED ON BEHALF OF BUFFALO WILD WINGS INTERNATIONAL, INC.

Signed: /s/ T. Michael Ansley

By: /s/ Sally J. Smith

Print Name: T. Michael Ansley Title: Sally J. Smith, President & CEO Date: June 1, 2010 Date: 6/3/10

* Such representations are not intended to nor shall they act as a release, estoppel or waiver of any liability incurred under the Illinois Franchise Disclosure Act or under the Maryland Franchise Registration and Disclosure Law.

ASSIGNMENT OF OPTION

This Assignment of Option is made and entered into by AMC Wings, Inc., a corporation (“Developer”) and AMC Ft. Myers, Inc., a corporation (“Franchisee”) as of this 3rd day of June, 2010.

RECITALS

A. Developer and Buffalo Wild Wings International, Inc. (“Franchisor”) are parties to that certain Area Development Agreement executed as of July 18, 2003, as amended December 27, 2003, March 20, 2007, November 5, 2007, and December 10, 2008 (the “Area Development Agreement”), pursuant to which Franchisor granted to Developer options to obtain franchises to establish and operate twenty-three (23) Buffalo Wild Wings restaurants (the “Restaurants”).

B. Developer desires to assign to Franchisee its next option under the Area Development Agreement to establish and operate one Restaurant in the Development Territory, which Development Territory is delimited in Appendix A to the Area Development Agreement (the “Option”).

NOW THEREFORE, the parties agree as follows:

1. Except as otherwise provided herein, capitalized terms used herein shall have the same meaning as set for the in the Area Development Agreement.

2. Developer hereby assigns to Franchisee the Option. Franchisee hereby accepts the assignment of the Option to it and agrees to exercise the Option by executing and delivering as of the same date hereof a Buffalo Wild Wings Franchise Agreement (the “Franchise Agreement”).

3. Developer acknowledges and agrees that Franchisor’s consent to this Assignment shall not release Developer from any of its obligations under the Area Development Agreement, including, but not limited to, its obligations to comply with the Development Schedule and to continuously maintain and operate the Restaurants established under the Area Development Agreement. Any failure of Franchisee to comply with the terms and conditions of its Franchise Agreement shall constitute a default by Developer under the Area Development Agreement.

4. Developer agrees that Franchisor and Franchisee shall have the right to select a Designated Area for the Restaurant to be established under the Franchise Agreement in accordance with the terms thereof; said Designated Area to be located within the Developer’s Development Territory, as delimited in Appendix A to the Area Development Agreement.

IN WITNESS WHEREOF, the foregoing Assignment of Option has been executed by the parties as of the date first set forth above.

Franchisor hereby consents to the above Assignment of Option subject to the terms and conditions set forth therein.

BUFFALO WILD WINGS INTERNATIONAL, INC.

AMC WINGS, INC. AMC FT. MYERS, INC. /s/ T. Michael Ansley By: AMC Wings, Inc.

By: Diversified Restaurant Holdings, Inc. As Sole Shareholder of AMC Wings, Inc.

Its:

Sole Shareholder of AMC Ft. Myers, Inc.

Its: President & CEO, T. Michael Ansley /s/ T. Michael Ansley

By:

Diversified Restaurant Holdings, Inc. As Sole Shareholder of AMC Wings, Inc.

Its: President & CEO, T. Michael Ansley

/s/ Sally J. Smith

By: Sally J. Smith Its: President & CEO

Addendum to Franchise Agreement

This Addendum is appended to, and made a part of, the BUFFALO WILD WINGS ® Franchise Agreement dated June 3, 2010 (the “Agreement”) between Buffalo Wild Wings International, Inc., an Ohio corporation (“we” or “us”) and AMC Ft. Myers, Inc., a Michigan corporation (“you”) for the franchised restaurant to be located in Ft. Myers, Florida (the “Authorized Location”). Capitalized terms not defined in this Addendum have the meanings given to them in the Agreement. In the event of any conflict between the terms of this Addendum and those in the Agreement, the terms of this Addendum shall control.

The parties hereby agree as follows:

2. Section 10.D.2. of the Franchise Agreement is amended to read, in its entirety, as follows:

You covenant that during the term of this Agreement you will not either directly or indirectly, for yourself, or through, on behalf of, or in conjunction with any person or entity, own, manage, operate, maintain, engage in, consult with or have any interest in (i) a casual or fast casual restaurant that sells or offers to dispense prepared food products the same as or similar to the type sold in Buffalo Wild Wings restaurants; (ii) a sports-themed restaurant or bar business; or (iii) any business establishment that sells or offers to dispense prepared chicken wings or legs. For purposes of this subparagraph, a sports-themed restaurant of bar is one with more than two screens, or any screen larger than 25 inches, available for the viewing of sporting events.

IN WITNESS WHEREOF, the parties have duly executed this Addendum to the Franchise Agreement as of the date and year first above written.

FRANCHISEE: US AMC FT. MYERS, INC.

BUFFALO WILD WINGS INTERNATIONAL, INC.

By: AMC Wings, Inc. Its: Sole Shareholder of AMC Ft. Myers, Inc. /s/ Sally J. Smith

By: Sally J. Smith Its: President & CEO /s/ T. Michael Ansley

By: Diversified Restaurant Holdings, Inc. As Sole Shareholder of AMC Wings, Inc.

Its: President & CEO, T. Michael Ansley

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, T. Michael Ansley, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2010 of Diversified Restaurant Holdings, Inc. (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Dated: August 10, 2010

DIVERSIFIED RESTAURANT HOLDINGS, INC.

By: /s/ T. Michael Ansley T. Michael Ansley

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David G. Burke, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2010, of Diversified Restaurant Holdings, Inc. (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Dated: August 10, 2010

DIVERSIFIED RESTAURANT HOLDINGS, INC.

By: /s/ David G. Burke David G. Burke

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Quarterly Report on Form 10-Q of Diversified Restaurant Holdings, Inc. (the “Company”) for the fiscal quarter ending June 27, 2010, I, T. Michael Ansley, Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

1. Such Quarterly Report on Form 10-Q for the fiscal quarter ending June 27, 2010, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in such Quarterly Report on Form 10-Q for the fiscal quarter ending June 27, 2010, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 10, 2010

DIVERSIFIED RESTAURANT HOLDINGS, INC.

By: /s/ T. Michael Ansley T. Michael Ansley

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Quarterly Report on Form 10-Q of Diversified Restaurant Holdings, Inc. (the “Company”) for the fiscal quarter ending June 27, 2010, I, David G. Burke, Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

1. Such Quarterly Report on Form 10-Q for the fiscal quarter ending June 27, 2010, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in such Quarterly Report on Form 10-Q for the fiscal quarter ending June 27, 2010, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 10, 2010

DIVERSIFIED RESTAURANT HOLDINGS, INC.

By: /s/ David G. Burke David G. Burke